Common use of Access for Investigation Clause in Contracts

Access for Investigation. (a) The Vendor shall permit the Purchaser and its representatives, between the date of this Agreement and the Closing Time, to have free and unrestricted access during normal business hours to the Purchased Assets and other locations where other material relevant to the Business are stored. The Vendor shall furnish to the Purchaser copies of Books and Records as the Purchaser shall from time to time reasonably request to enable confirmation of the matters warranted in ARTICLE 4 and the accounting representatives of the Purchaser shall be afforded ample opportunity to make a full investigation of all aspects of the financial affairs of the Vendor relating to the Business. The Purchaser shall have the right to have the Tangible Personal Property and the Technology inspected and tested by the Purchaser’s representatives. The Vendor shall cooperate and assist, to the extent reasonably requested by the Purchaser, with the Purchaser’s investigation of the Business and the Purchased Assets. The Purchaser’s rights of access shall be exercised in a manner that does not unreasonably interfere with the operation of the Business. (b) The Vendor shall forthwith, upon request by the Purchaser or Purchaser’s counsel, execute and deliver to the Purchaser all necessary consents to permit the Purchaser to have inspections made and have existing records released to the Purchaser by the municipal building and zoning department, fire department, public works, environmental agencies and other appropriate authorities as the Purchaser may consider advisable between the date of this Agreement and Closing. Such consents shall authorize and direct the release of information to the Purchaser.

Appears in 1 contract

Sources: Asset Purchase Agreement (Optimal Group Inc)

Access for Investigation. (a) The Vendor shall permit the Purchaser and its representatives, between the date of this Agreement and the Closing Time, without interference to the ordinary conduct of the Business, to have free and unrestricted access during normal business hours to (i) the Purchased Assets and Real Property, (ii) all other locations where Books and Records or other material relevant to the Business are is stored; (iii) to all the Books and Records and (iv) the properties and assets used in the Business. The Vendor shall furnish to the Purchaser copies of Books and Records (subject to any confidentiality agreements or covenants relating to any such Books and Records) as the Purchaser shall from time to time reasonably request to enable confirmation of the matters warranted in ARTICLE 4 and Article 4. Without limiting the generality of the foregoing, it is agreed that the accounting representatives of the Purchaser shall be afforded ample opportunity to make a full investigation of all aspects of the financial affairs of the Vendor relating to the Business. The Purchaser shall have the right to have the Tangible Personal Property and the Technology inspected and tested by the Purchaser’s representatives. The Vendor shall cooperate and assist, to the extent reasonably requested by the Purchaser, with the Purchaser’s investigation of the Business and the Purchased Assets. The Purchaser’s rights of access shall be exercised in a manner that does not unreasonably interfere with the operation of the Business. (b) Notwithstanding subsection (a), the Vendor shall not be required to disclose any information, records, files or other data to the Purchaser where prohibited by any law. If any consent of any person or Governmental Authority is required to permit the Vendor to release any information to the Purchaser, the Vendor shall make all reasonable effort to obtain such consent. (c) The Vendor shall forthwith, upon request by the Purchaser or Purchaser’s counsel's Counsel, execute and deliver to the Purchaser all necessary consents to permit the Purchaser to have inspections made and have existing records released to the Purchaser by the municipal building and zoning department, fire department, public works, environmental agencies agencies, the elevator inspections branch of the provincial department of labour and other appropriate authorities as the Purchaser may consider advisable advisable, acting reasonably, between the date of this Agreement and Closing. Such consents shall will authorize and direct the release of information to the Purchaser.

Appears in 1 contract

Sources: Asset Purchase Agreement (Cold Metal Products Inc)

Access for Investigation. (a) The Vendor Sellers shall permit the Purchaser and its representatives, between the date of this Agreement and the Closing Time, to have free and unrestricted access during normal business hours to the Purchased Assets and other locations where other material relevant to the Business are stored. The Vendor Sellers shall furnish to the Purchaser copies of Books and Records as the Purchaser shall from time to time reasonably request to enable confirmation of the matters warranted in ARTICLE 4 Article 3 and the accounting representatives of the Purchaser shall be afforded ample opportunity to make a full investigation of all aspects of the financial affairs of the Vendor Sellers relating to the Business. The Purchaser shall have the right to have the Leased Real Property, the Tangible Personal Property Assets and the Technology inspected and tested by the Purchaser’s 's representatives. The Vendor Sellers shall cooperate and assist, to the extent reasonably requested by the Purchaser, with the Purchaser’s 's investigation of the Business and the Purchased Assets. The Purchaser’s 's rights of access shall be exercised in a manner that does not unreasonably interfere with the operation of the Business. (b) Notwithstanding Section 5.2(a), the Sellers shall not be required to disclose any information, records, files or other data to the Purchaser where prohibited by any Laws. If any consent of any Person or Governmental Entity is required to permit the Sellers to release any information to the Purchaser, the Sellers shall promptly inform the Purchaser thereof and shall make all reasonable efforts to obtain such consent as soon as possible. (c) The Vendor Sellers shall forthwith, upon request by the Purchaser or Purchaser’s 's counsel, execute and deliver to the Purchaser all necessary consents to permit the Purchaser to have inspections made and have existing records released to the Purchaser by the municipal building and zoning department, fire department, public works, environmental agencies agencies, the elevator inspections branch of the provincial or territorial department of labour and other appropriate authorities as the Purchaser may consider advisable between the date of this Agreement and Closing. Such consents shall authorize and direct the release of information to the Purchaser.

Appears in 1 contract

Sources: Asset Purchase Agreement