Access by the Buyer Clause Samples

The 'Access by the Buyer' clause grants the buyer the right to enter and inspect the seller's property or premises, typically during the period leading up to the closing of a transaction. This access may be used for purposes such as conducting due diligence, verifying the condition of assets, or ensuring compliance with agreed terms. By establishing clear rights and boundaries for property access, this clause helps prevent disputes and ensures the buyer can make informed decisions before finalizing the purchase.
Access by the Buyer. The officers, employees and representatives of the Buyer (collectively, the "BUYER REPRESENTATIVES") shall be permitted access, during usual business hours and as often as may be reasonably requested, to, and will be permitted to make copies of and extracts from, the accounts, minute books, other records, books of account, other books, deeds, leases, title documents, insurance policies, contracts, commitments, sale orders, purchase orders, Tax Returns, records, files and such other information relating to the Interests, any of the Companies, their assets, CAMP, the E/C Assets and the Businesses as the Buyer shall reasonably request. The Buyer Representatives shall be permitted access, during usual business hours, and as often as may be reasonably requested, to the premises and physical properties used in connection, in whole or in part, with or by the Companies and CAMP. The Buyer Representatives shall be permitted to discuss the Interests, the affairs, finances and accounts of the Companies, the E/C Assets and CAMP with the Sellers and with officers and employees of the Companies and CAMP and, with the consent of the Seller Entities (which consent shall not be unreasonably withheld or delayed), with distributors, sales representatives, licensees, licensors, suppliers and customers of the Businesses.
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Access by the Buyer. The buyer may, to the extent relevant to the performance of the work order, at reasonable times and on giving reasonable notice to you: • access your premises or your subcontractors' premises; • require you or your employees, agents or subcontractors to provide records and information in a data format and storage medium accessible by the buyer by use of the buyer’s existing computer hardware and software; • inspect and copy documentation, books and records, however stored, in your custody or under the control of you or your employees, agents or subcontractors; and • require assistance in respect of any inquiry into or concerning the deliverables or the work order. For these purposes an inquiry includes any administrative or statutory review, audit or inquiry (whether within or external to the buyer), any request for information directed to the buyer, and any inquiry conducted by Parliament or any Parliamentary committee. You must provide access to your computer hardware and software to the extent necessary for the buyer to exercise its rights under this clause and clause 19 of the Master Agreement, and provide the buyer with any reasonable assistance requested by the buyer to use that hardware and software.
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Access by the Buyer. Except as otherwise set forth herein and subject to the terms of the Confidentiality Agreement, from the date of this Agreement through the Closing Date, the Company shall, and shall cause each of its Members, Affiliates, managers, officers, employees and representatives to, afford the Buyer and its representatives reasonable access upon prior notice and at all reasonable times to the Company Business for the purpose of inspecting the same, and to the Company’s Members, Affiliates, officers, employees and representatives, properties, books and records, Contracts and Company Assets, and shall furnish the Buyer and its representatives, upon prior notice and in a timely manner, all financial, operating and other data and information as the Buyer or its Affiliates, through their respective representatives, may reasonably request.
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Access by the Buyer. The directors, officers, employees and ------------------- representatives of the Buyer (collectively, the "Buyer's Representatives"), will be permitted reasonable access, during usual business hours, and as often as may be reasonably requested, to, and will be permitted to make copies of and extracts from, the accounts, other records, books of account, other books, deeds, leases, title documents, insurance policies, licenses, contracts, commitments, sale orders, purchase orders, records and files of the Division, and of the Seller relating to the Division, and the detailed reports submitted to the Seller by its auditors and, to the extent that such auditors are willing to provide them, the work papers of such auditors in connection with the business of the Division, and such other information relating to the Division as Seller possesses as the Buyer shall reasonably request. The Buyer's Representatives will be permitted reasonable access, during usual business hours, and as often as may be reasonably requested, to the premises and physical properties used in whole or in part by the Division, and the Buyer's Representatives will be permitted to discuss the affairs, finances and accounts of the Division with the Seller's officers, employees, counsel, auditors and actuaries. The Buyer's Representatives will be permitted, subject, in each case, to the prior approval of the Seller, not to be unreasonably withheld, to discuss the Division's business relationships with its distributors, licensees, licensors, suppliers and customers, provided that such discussions will be in the presence of a representative of the Seller, if the Seller so requests. Any discussions with the Seller's auditors and actuaries shall be held on reasonable notice to the Seller and in the presence of a representative of the Seller, if the Seller so requests.
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Related to Access by the Buyer

  • Deliveries by the Buyer On the Closing Date, the Buyer will deliver, or cause to be delivered, to the Company and the Shareholder the following: (A) The Purchase Price by delivery of certificates for the four hundred fifty thousand (450,000) shares of Common Stock and Four Million Nine Hundred Eighty-four Thousand Five Hundred Sixteen Dollars ($4,984,516) as calculated on Exhibit A hereto, by cash, or certified or official bank check payable to the order of the Company, or by wire transfer of federal funds to the account of the Company, as the Company and Shareholder shall direct in writing on or before the Closing Date; provided, however, Buyer may, upon written agreement of all parties hereto, deduct from the cash portion of the Purchase Price and pay directly amounts due any creditor of the Company, including, without limitation, the Tax Liabilities (but excluding any amounts due for any of the Assumed Liabilities), in which event, evidence of such payment shall be presented at the Closing. Notwithstanding the foregoing, one hundred twenty thousand (120,000) of the four hundred fifty thousand (450,000) shares of Common Stock shall be delivered to the Escrow Agent to be held in accordance with the terms of the Indemnity Escrow Agreement, and one hundred fifty thousand (150,000) shares of Common Stock shall be delivered to the Escrow Agent to be held in accordance with the terms of the Revenue Shortfall Escrow Agreement. (B) Such instruments of assignment and assumption executed by the Buyer, as the parties hereto reasonably may determine necessary to effectuate the assignment to the Buyer of the Business Agreements and the assumption by Buyer of the Assumed Liabilities. (C) The Indemnity Escrow Agreement and the Revenue Shortfall Escrow Agreement, each duly executed by the Buyer and the Escrow Agent. (D) The Employment Agreement executed by Buyer. (E) Resolution of the Board of Directors of Buyer and Parent, authorizing the execution of this Agreement and other documents contemplated hereby and the transactions contemplated hereby. (F) Certificates issued by Parent to the Company or its designee, representing the Common Stock for that portion of the Purchase Price to be paid in Common Stock, which certificate shall be properly legended to reflect that the Common Stock represented thereby has not been registered under the Securities Act of 1933, as amended, and are subject to the terms of the Right of First Refusal Agreement. (G) The Right of First Refusal Agreement duly executed by Parent. (H) The Subscription Agreement duly executed by Parent.

  • Deliveries by the Sellers At the Closing, the Sellers shall deliver, or cause to be delivered, to Buyer the following: (a) an instrument of assignment executed by each Seller, in form and substance reasonably acceptable to Buyer, evidencing the transfer of its respective Acquired Interests to Buyer, free and clear of all Liens; (i) a copy of the certificate of formation (or equivalent organizational document) of the Company certified by the secretary of state (or equivalent Governmental Authority) of the jurisdiction of organization of the Company, (ii) a copy of the limited liability company or operating agreement of the Company, and (iii) a copy of the resolutions of the governing body of the Company authorizing the transactions contemplated by this Agreement, to the extent required by the Company’s limited liability company agreement, each certified by an officer of the Company; (c) a certificate of the New Hampshire Secretary of State as to the good standing of the Company in such jurisdiction, dated no earlier than thirty (30) days prior to the Closing Date; (d) written resignations of the managers and officers of the Company designated by ▇▇▇▇▇ at least two (2) Business Days prior to the Closing Date, effective as of the Closing, in form and substance reasonably acceptable to Buyer; (e) pay-off letter(s) and Lien release documentation and/or authorization from the lender(s) or other payee(s) of the Pay-Off Indebtedness, in form and substance reasonably acceptable to Buyer, setting forth the full amount due and owing as of the Closing Date necessary for the satisfaction and discharge of all such indebtedness; (f) invoices or other documentation from the payee(s) of the Closing Selling Expenses, in form and substance reasonably acceptable to Buyer, setting forth the full amount due and owing as of the Closing Date necessary for the satisfaction and discharge of all such expenses; (g) an Investor Representation and Lock-Up Agreement between Buyer and each Seller, substantially in the form attached hereto as Exhibit C, dated as of the Closing Date and executed by such Seller (the “Lock-Up Agreements”); (h) a duly completed and properly executed IRS Form W-9 from each Seller (or if the applicable Seller is disregarded as separate from its owner for U.S. federal income Tax purposes, the applicable direct or indirect parent of such Seller) and Sellers’ Representative, in each case dated as of the Closing Date; (i) all approvals, consents, estoppels and waivers set forth on Schedule 2.5, duly executed by the applicable party or parties; (j) a landlord estoppel and consent to assignment of lease, substantially in the form attached hereto as Exhibit D, dated as of the Closing Date and executed by the Company and the applicable landlord (the “Lease Consent”); (k) evidence reasonably satisfactory to Buyer that all phantom stock plans, agreements or similar equity-based compensation arrangements of the Company (collectively, “Phantom Stock Plans”) have been (or will be as a result of the Closing) terminated and settled, which termination shall include a release from each participant in any Phantom Stock Plan that such participant has no further right or claims with respect thereto; (l) evidence reasonably satisfactory to Buyer that (i) any and all limited liability company agreements, operating agreements, buy-sell agreements or similar agreements with respect to the Company, and (ii) any and all Contracts with any Affiliates of any Seller have been terminated without liability to Buyer or any Buyer Affiliated Company (including the Company after the Closing); (m) the Escrow Agreement duly executed by Sellers’ Representative and the Escrow Agent; (n) an Irrevocable Proxy by the Sellers, substantially in the form attached hereto as Exhibit E, dated as of the Closing Date and executed by the Sellers; and (o) such other deliverables requested by ▇▇▇▇▇ as may be necessary or appropriate to effect the transactions contemplated hereby.

  • Deliveries by the Seller Subject to the conditions set forth in this Agreement, at or prior to the Closing, the Seller shall deliver or cause to be delivered to Buyer: (a) the Rights Agreement, duly executed by the Seller ; (b) a ▇▇▇▇ of sale and assignment agreement, in form and substance reasonably satisfactory to the Buyer (the “▇▇▇▇ of Sale”), duly executed by Seller; (c) the subscription list in respect of the Buyer Stock Closing Consideration, duly executed by the Seller (the “Subscription List”); (d) duly executed assignment and assumption documents or instruments (in form and substance reasonably satisfactory to Buyer and Seller) assigning to Buyer all right, title and interest in and to the Intellectual Property Rights included in the Acquired Assets and pursuant to which Buyer assumes all the Assumed Liabilities; (e) a certificate, dated as of the Closing Date, executed by an authorized officer of Seller, certifying (i) the incumbency of each officer executing this Agreement or any other documents and instruments to be executed and delivered pursuant hereto on behalf of Seller and (ii) that attached thereto are true and complete copies of all resolutions of the board of directors (or equivalent governing body) and holders of voting securities of the Seller authorizing the transactions contemplated hereby or otherwise relating to this Agreement and the transactions contemplated hereby, and that all such resolutions are in full force and at and as of the Closing Date; (f) the Seller Closing Certificate; (g) evidence of the termination and release of any Encumbrance (other than Permitted Encumbrances) on any Acquired Asset, if applicable, in form and substance acceptable to Buyer; (h) the OCS Approval duly executed by the OCS; (i) subject to the provisions of Section 6.12 true, correct and complete copies of all Product Records currently possessed by the Seller; (j) the Valid Israeli Tax Certificate; (k) a true, correct and complete list of all Contracts that contain nondisclosure or confidentiality obligations that are binding on the Company with respect to the Business; and (l) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Acquired Assets, and simultaneously with such deliveries, all such steps will be taken by Seller as may be required to put Buyer in actual possession and operating control of the Acquired Assets.

  • Deliveries by the Purchaser Purchaser hereby agrees to deliver, or cause to be delivered, to Sellers the following items on Closing:

  • Deliveries by the Company (a) At the Closing, the Company shall deliver or cause to be delivered to Purchaser Sub: (i) a certificate, dated as of the Closing Date, executed by the Company confirming the satisfaction of the conditions specified in Section 7.2(a) and Section 7.2(b); (ii) a certification of non-foreign status reasonably acceptable to Parent, for purposes of Section 897 and 1445 of the Code; (iii) duly executed counterparts by the Company or any Affiliate of the Company to each of the Ancillary Agreements applicable to the Closing; and (iv) an Operational Duplicate IT System Certificate, executed by the Company, dated as of the Closing Date. (b) At each Subsequent Closing and at the Distribution Center Closing, as applicable, the Company shall deliver or cause to be delivered to Purchaser Sub: (i) the certificate described in Section 2.1(b)(i), dated as of each Subsequent Closing Date or Distribution Center Closing Date, as applicable, executed by the Company, each reference therein to “Closing Date” shall be deemed to be such Subsequent Closing Date or Distribution Center Closing Date, as applicable, solely with respect to the Acquired Stores or Distribution Centers (and Purchased Assets related thereto) to be transferred at such Subsequent Closing and the Distribution Center Closing (as applicable); (ii) a certificate dated as of each Subsequent Closing Date or Distribution Center Closing Date, as applicable, executed by the Company regarding the accuracy of the matters set forth in Section 7.2(b) and, solely with respect to the first Subsequent Closing, Section 7.2(d) and where, for purposes of this Section 2.3(b)(ii), each reference therein to “Closing Date” in Section 7.2(b) and, solely with respect to the first Subsequent Closing, Section 7.2(d), as applicable, shall be deemed to be such Subsequent Closing Date or Distribution Center Closing Date, as applicable, solely with respect to the Acquired Stores or Distribution Centers (and Purchased Assets therein) to be transferred at such Subsequent Closing and the Distribution Center Closing (as applicable); (iii) solely with respect to the first Subsequent Closing, the Operational Duplicate IT System Certificate, executed by the Company, dated as of the first Subsequent Closing Date; (iv) a certification of non-foreign status reasonably acceptable to Parent, for purposes of Section 897 and 1445 of the Code; and (v) duly executed counterparts by the Company or any Affiliate of the Company to each of the Ancillary Agreements applicable to such Subsequent Closing and the Distribution Center Closing.