Access of Purchaser Sample Clauses

The 'Access of Purchaser' clause grants the purchaser the right to enter and inspect the property or assets being acquired prior to the completion of the transaction. Typically, this access is subject to reasonable notice and may be limited to certain times or purposes, such as conducting due diligence, verifying compliance with representations, or preparing for transition. This clause ensures the purchaser can adequately assess the condition and suitability of the property, thereby reducing the risk of undisclosed issues and facilitating a smoother transaction process.
Access of Purchaser. (a) During the Interim Period, Sellers shall cause each Company to provide Purchaser and its Representatives with reasonable access to the Facilities and the officers and management employees of such Company and, from and after September 1, 2010, suitable office space for not more than one Representative of Purchaser at each Facility for purposes of observing the operations of the Facilities and facilitating the transition of ownership, in such a manner so as not to unreasonably interfere with the business or operations of such Company, provided that such Company shall have the right to (i) have a Representative present for any communication with employees or officers of such Company or its contractors and (ii) impose reasonable restrictions and requirements for safety or operational purposes, provided further that neither Purchaser nor its Representatives shall collect or analyze any environmental samples (including building materials, indoor and outdoor air, surface and ground water, and surface and subsurface soils), without the prior written authorization of Sellers. Notwithstanding the foregoing, Sellers and the Companies shall not be required to provide any information or allow any inspection which they reasonably believe they may not provide to Purchaser or allow by reason of applicable Law, which constitutes or allows access to information protected by attorney/client privilege, or which Sellers or the Companies are required to keep confidential or prevent access to by reason of contract, agreement or understanding with third parties if Sellers or the Companies have used reasonable commercial efforts to obtain the consent of such third party to such inspection or disclosure. Notwithstanding anything to the contrary contained herein, Purchaser shall not be permitted to contact any of either Company’s vendors, customers or suppliers, or any Governmental Authorities, during the Interim Period, regarding Sellers, the Companies or the Facilities, without receiving prior written authorization from Sellers; provided that the foregoing is not intended to prohibit Purchaser from contacting those Governmental Authorities from whom it must obtain regulatory approval regarding the transactions contemplated by this Agreement. Following the Closing, Sellers shall be entitled to retain copies of all books and records relating to its ownership and/or operation of the Companies and its businesses, subject to the terms of the confidentiality agreements entered into ...
View SourceView Similar (11)
Access of Purchaser. During the period from the date of this Agreement to the Closing Date, Purchaser shall have full and free access to the offices, property, records, files, books of account and tax returns of Seller insofar as they relate to the Dealership business (save and except employee files), through Seller's employees, independent public accountants and outside consultants; provided however, that such access shall be conducted at a mutually convenient time to be determined by Purchaser and Seller, during normal business hours and in a manner that does not unreasonably interfere with Seller's normal operations and employee relations.
View SourceView Similar (6)
Access of Purchaser. (a) During the Interim Period, the Sellers shall cause the Companies to provide Purchaser and its Representatives with reasonable access during normal business hours to the officers, management employees, books, records and properties of the Companies, provided that Sellers shall have the right to (i) have a Representative present for any communication with employees or officers of the Companies and (ii) impose reasonable restrictions and requirements for safety or operational purposes; provided, further, that neither Purchaser nor its Representatives shall collect or analyze any environmental samples (including building materials, indoor and outdoor air, surface and ground water, and surface and subsurface soils), without the prior written authorization of Sellers. Notwithstanding the foregoing, Sellers and the Companies shall not be required to provide any information or allow any inspection which they reasonably believe will violate applicable Law or which constitutes or allows access to information protected by attorney/client privilege. Purchaser shall not be permitted to contact any of any Company’s vendors, customers or suppliers, or any Governmental Authorities, during the Interim Period, regarding Sellers, the Companies, or this Agreement, without Sellers’ Representative’s consent; provided, however, this provision shall not prohibit Purchaser from accessing information available from publicly available databases. For the avoidance of doubt, all information provided by Sellers pursuant to this Section 6.01 shall be subject to Section 9.10. (b) Purchaser shall indemnify, defend and hold harmless Sellers and their Representatives from and against all losses incurred by Sellers, their Representatives or any other Person arising out of the access rights under this Section 6.01, including any Claims by any of Purchaser’s Representatives for any injuries or losses while present at the Company Real Property.
View Source
Access of Purchaser. Sellers will provide or cause to be provided to Purchaser and its Representatives reasonable access, upon reasonable prior notice and during normal business hours, to the officers and agents of Sellers and SDC who have any responsibility for SDC, the Purchased Interests or the Facility, and to Sellers' and SDC's accountants, and shall provide Purchaser and its Representatives with access to the Facility and the Books and Records described in Section 5.7 necessary to allow Purchaser to perform its obligations and exercise its rights under this Agreement.
View Source

Related to Access of Purchaser

  • Rights of Purchaser The Capital Securities shall be offered and sold by the Trust directly to the Purchaser without registration of any of the Capital Securities, the Debentures or the Guarantee under the Securities Act of 1933, as amended (the "Securities Act"), or any other applicable securities laws in reliance upon exemptions from the registration requirements of the Securities Act and other applicable securities laws. The Offerors agree that this Agreement shall be incorporated by reference into the Subscription Agreement and the Purchaser shall be entitled to each of the benefits of the Placement Agents and the Purchaser under this Agreement and shall be entitled to enforce obligations of the Offerors under this Agreement as fully as if the Purchaser were a party to this Agreement. The Offerors and the Placement Agents have entered into this Agreement to set forth their understanding as to their relationship and their respective rights, duties and obligations.

  • Lists of Purchasers Concurrently with the delivery of any Reserve Report to the Administrative Agent pursuant to Section 8.12, a list of all Persons purchasing Hydrocarbons from any Loan Party (or, with respect to Oil and Gas Properties that are not operated by a Loan Party, a list of the operators of such properties).

  • Condition of Purchased Assets The Purchased Assets are in good repair and working condition, normal wear and tear excepted, are suited for the uses currently intended, are in conformity with all applicable laws, ordinances, rules and regulations and are in good saleable condition, normal wear and tear excepted.

  • Nature of Purchaser Such Purchaser represents and warrants to, and covenants and agrees with, the Partnership that, (a) it is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated by the Commission pursuant to the Securities Act and (b) by reason of its business and financial experience it has such knowledge, sophistication and experience in making similar investments and in business and financial matters generally so as to be capable of evaluating the merits and risks of the prospective investment in the Purchased Units, is able to bear the economic risk of such investment and, at the present time, would be able to afford a complete loss of such investment.

  • SUBSTITUTION OF PURCHASER Each Purchaser shall have the right to substitute any one of its Affiliates as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21), shall be deemed to refer to such Affiliate in lieu of such original Purchaser. In the event that such Affiliate is so substituted as a Purchaser hereunder and such Affiliate thereafter transfers to such original Purchaser all of the Notes then held by such Affiliate, upon receipt by the Company of notice of such transfer, any reference to such Affiliate as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Affiliate, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.