Common use of Access to Facilities Clause in Contracts

Access to Facilities. As long as any principal, interest and fees with respect to the Note remain outstanding, each of the Company and each of its Subsidiaries will permit any representatives designated by the Purchaser (or any successor of the Purchaser), upon reasonable advance notice and during normal business hours reasonably convenient to the Company, its Subsidiaries and/or representatives of the Company and/or any of its Subsidiaries that are responsible for the maintenance of such records at such person's expense and accompanied by a representative of the Company and/or the applicable Subsidiary, to: (a) visit and inspect any of the properties of the Company or any of its Subsidiaries; (b) examine the corporate and financial records of the Company or any of its Subsidiaries (unless such examination is not permitted by federal, state or local law or by contract) and make copies thereof or extracts therefrom; and (c) discuss the affairs, finances and accounts of the Company or any of its Subsidiaries with the directors, officers and independent accountants of the Company or any of its Subsidiaries. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries will provide any material, non-public information to the Purchaser unless the Purchaser signs a confidentiality agreement and otherwise complies with Regulation FD, under the federal securities laws.

Appears in 4 contracts

Sources: Securities Purchase Agreement (Synergy Brands Inc), Securities Purchase Agreement (Synergy Brands Inc), Securities Purchase Agreement (Synergy Brands Inc)

Access to Facilities. As long as any principal, interest and fees with respect to the Note remain outstanding, each Each of the Company and each of its Subsidiaries will permit any representatives designated by the Purchaser (or any successor of the Purchaser), upon reasonable advance notice and during normal business hours reasonably convenient to the Companyhours, its Subsidiaries and/or representatives of the Company and/or any of its Subsidiaries that are responsible for the maintenance of such records at such person's ’s expense and accompanied by a representative of the Company and/or or any Subsidiary (provided that no such prior notice shall be required to be given and no such representative of the applicable SubsidiaryCompany or any Subsidiary shall be required to accompany the Purchaser in the event the Purchaser believes such access is necessary to preserve or protect the Collateral (as defined in the Pledge and Security Agreement and the Security Agreement, as such terms are defined in the Reaffirmation Agreement or following the occurrence and during the continuance of an Event of Default (as defined in the Note)), to: (a) visit and inspect any of the properties of the Company or any of its Subsidiaries; (b) examine the corporate and financial records of the Company or any of its Subsidiaries (unless such examination is not permitted by federal, state or local law or by contract) and make copies thereof or extracts therefrom; and (c) discuss the affairs, finances and accounts of the Company or any of its Subsidiaries with the directors, officers and independent accountants of the Company or any of its Subsidiaries. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries will provide any material, non-public information to the Purchaser unless the Purchaser signs a confidentiality agreement and otherwise complies with Regulation FD, under the federal securities laws.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Jmar Technologies Inc), Securities Purchase Agreement (Jmar Technologies Inc)

Access to Facilities. As For so long as any principal, interest and fees with respect to the Note remain and the Additional Note (if any) are outstanding, each of the Company and each of its Subsidiaries will permit any representatives designated by the Purchaser (or any successor of the Purchaser), upon reasonable advance notice and during normal business hours reasonably convenient to the Companyhours, its Subsidiaries and/or representatives of the Company and/or any of its Subsidiaries that are responsible for the maintenance of such records at such person's expense and accompanied by a representative of the Company and/or or any Subsidiary (provided that no such prior notice shall be required to be given and no such representative of the applicable SubsidiaryCompany or any Subsidiary shall be required to accompany the Purchaser in the event the Purchaser reasonably believes such access is necessary to preserve or protect the Collateral (as defined in the Master Security Agreement) or following the occurrence and during the continuance of an Event of Default (as defined in the Note)), to: (a) visit and inspect any of the properties of the Company or any of its Subsidiaries; (b) examine the corporate and financial records of the Company or any of its Subsidiaries (unless such examination is not permitted by federal, state or local law or by contract) and make copies thereof or extracts therefrom; and (c) discuss the affairs, finances and accounts of the Company or any of its Subsidiaries with the directors, officers and independent accountants of the Company or any of its Subsidiaries. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries will shall be required to provide any material, non-public information to the Purchaser or any representatives designated by the Purchaser unless the Purchaser signs and/or such representatives sign or are otherwise subject to a confidentiality agreement and otherwise complies with Regulation FD, under the federal securities laws.

Appears in 1 contract

Sources: Securities Purchase Agreement (Windswept Environmental Group Inc)

Access to Facilities. As long as any principal, interest and fees with respect to the Note remain outstanding, each Each of the Company and each of its Subsidiaries will permit any representatives designated by (i) The Shaar Fund, Ltd., (ii) Longview Fund, L.P. (in each case, so long as such Purchaser holds any Shares) and (iii) the Purchaser (or any successor Purchasers holding at least 51% of the Purchaser)then aggregate outstanding Shares, upon reasonable advance notice and during normal business hours reasonably convenient to the Companyhours, its Subsidiaries and/or representatives of the Company and/or any of its Subsidiaries that are responsible for the maintenance of such records at such person's ’s expense and accompanied by a representative of the Company and/or the applicable SubsidiaryCompany, to: (a) visit and inspect any of the properties of the Company or any of its Subsidiaries; (b) examine the corporate and financial records of the Company or any of its Subsidiaries (unless such examination is not permitted by federal, state or local law or by contract) and make copies thereof or extracts therefrom; and (c) discuss the affairs, finances and accounts of the Company or any of its Subsidiaries with the directors, officers and independent accountants of the Company or any of its Subsidiaries. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries will provide any material, non-public information to the any Purchaser unless the such Purchaser agrees in writing to receive such information or signs a confidentiality agreement and otherwise complies with Regulation FD, under the federal securities laws.

Appears in 1 contract

Sources: Securities Exchange Agreement (Bio Key International Inc)

Access to Facilities. As long as any principal, interest To the extent permitted by applicable securities laws and fees with respect to the Note remain outstandingregulations, each of the Company Company, Iview, Iview Parent and each of its their respective Subsidiaries will permit any representatives designated by the Purchaser (or any successor of the Purchaser), upon reasonable advance notice and during normal business hours reasonably convenient to the Companyhours, its Subsidiaries and/or representatives of the Company and/or any of its Subsidiaries that are responsible for the maintenance of such records at such person's ’s expense and accompanied by a representative of the Company and/or the applicable SubsidiaryCompany, to: (a) visit and inspect any of the properties of the Company Company, Iview, Iview Parent or any of its their respective Subsidiaries; (b) examine the corporate and financial records of the Company Company, Iview, Iview Parent or any of its their respective Subsidiaries (unless such examination is not permitted by federal, state state, provincial or local law or by contract) and make copies thereof or extracts therefrom; and (c) discuss the affairs, finances and accounts of the Company Company, Iview, Iview Parent or any of its their respective Subsidiaries with the directors, officers and independent accountants of the Company Company, Iview, Iview Parent or any of its their respective Subsidiaries. Notwithstanding the foregoing, neither the Company Company, Iview, Iview Parent nor any of its their respective Subsidiaries will provide any material, non-public information to the Purchaser unless the Purchaser signs a confidentiality agreement and otherwise complies with Regulation FD, under the federal securities laws.

Appears in 1 contract

Sources: Securities Purchase Agreement (Creative Vistas Inc)

Access to Facilities. As long as any principal, interest and fees with respect to the Note Secured Notes remain outstanding, each of the Parent Company and each of its Subsidiaries will permit any representatives designated by the Purchaser Purchasers (or any successor of the PurchaserPurchasers), upon reasonable advance notice and during normal business hours reasonably convenient to the Parent Company, its Subsidiaries and/or representatives of the Parent Company and/or any of its Subsidiaries that are responsible for the maintenance of such records at such person's expense and accompanied by a representative of the Parent Company and/or the applicable Subsidiary, to: to (a) visit and inspect any of the properties of the Parent Company or any of its Subsidiaries; , (b) examine the corporate and financial records of the Parent Company or any of its Subsidiaries (unless such examination is not permitted by federal, state or local law or by contract) and make copies thereof or extracts therefrom; and , and (c) discuss the affairs, finances and accounts of the Parent Company or any of its Subsidiaries with the directors, officers and independent accountants of the Parent Company or any of its Subsidiaries. Notwithstanding the foregoing, neither the Company Borrower nor any of its Subsidiaries will provide any material, non-public information to the Purchaser Purchasers unless the Purchaser signs Purchasers sign a confidentiality agreement and otherwise complies with Regulation FD, under the federal securities laws.

Appears in 1 contract

Sources: Securities Purchase Agreement (Synergy Brands Inc)

Access to Facilities. As long as any principal, interest and fees with respect to the Note remain outstanding, each of the Company and each of its Subsidiaries Subsidiarie s will permit any representatives designated by the Purchaser (or any successor of the Purchaser), upon reasonable advance notice and during normal business hours reasonably convenient to the Company, its Subsidiaries and/or representatives of the Company and/or any of its Subsidiaries that are responsible for the maintenance of such records at such person's expense and accompanied by a representative of the Company and/or the applicable Subsidiary, to: (a) visit and inspect any of the properties of the Company or any of its Subsidiaries; (b) examine the corporate and financial records of the Company or any of its Subsidiaries (unless such examination is not permitted by federal, state or local law or by contract) and make copies thereof or extracts therefrom; and (c) discuss the affairs, finances and accounts of the Company or any of its Subsidiaries with the directors, officers and independent accountants of the Company or any of its Subsidiaries. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries will provide any material, non-public information to the Purchaser unless the Purchaser signs a confidentiality agreement and otherwise complies with Regulation FD, under the federal securities laws.

Appears in 1 contract

Sources: Securities Purchase Agreement (Synergy Brands Inc)

Access to Facilities. As long as any principal, interest To the extent permitted by applicable securities laws and fees with respect to the Note remain outstandingregulations, each of the Company Company, Cancable Parent and each of its their respective Subsidiaries will permit any representatives designated by the Purchaser (or any successor of the Purchaser), upon reasonable advance notice and during normal business hours reasonably convenient to the Companyhours, its Subsidiaries and/or representatives of the Company and/or any of its Subsidiaries that are responsible for the maintenance of such records at such person's ’s expense and accompanied by a representative of the Company and/or the applicable SubsidiaryCompany, to: (a) visit and inspect any of the properties of the Company Company, Cancable Parent or any of its their respective Subsidiaries; (b) examine the corporate and financial records of the Company Company, Cancable Parent or any of its their respective Subsidiaries (unless such examination is not permitted by federal, state state, provincial or local law or by contract) and make copies thereof or extracts therefrom; and (c) discuss the affairs, finances and accounts of the Company Company, Cancable Parent or any of its their respective Subsidiaries with the directors, officers and independent accountants of the Company Company, Cancable Parent or any of its their respective Subsidiaries. Notwithstanding the foregoing, neither the Company Company, Cancable Parent nor any of its their respective Subsidiaries will provide any material, non-public information to the Purchaser unless the Purchaser signs a confidentiality agreement and otherwise complies with Regulation FD, under the federal securities laws.

Appears in 1 contract

Sources: Securities Purchase Agreement (Creative Vistas Inc)

Access to Facilities. As long as any principal, interest and fees with respect to the Note remain outstanding, each Each of the Company and each of its ---------------------- Subsidiaries will permit any representatives designated by the Purchaser (or any successor of the Purchaser), upon reasonable advance notice and during normal business hours reasonably convenient to the Companyhours, its Subsidiaries and/or representatives of the Company and/or any of its Subsidiaries that are responsible for the maintenance of such records at such person's expense and accompanied by a representative of the Company and/or or any Subsidiary (provided that no such prior notice shall be required to be given and no such representative of the applicable SubsidiaryCompany or any Subsidiary shall be required to accompany the Purchaser, except in the case of access to switching facilities, in the event the Purchaser believes such access is necessary to preserve or protect the Collateral (as defined in the Master Security Agreement) or following the occurrence and during the continuance of an Event of Default (as defined in the Note)), to: (a) visit and inspect any of the properties of the Company or any of its Subsidiaries; (b) examine the corporate and financial records of the Company or any of its Subsidiaries (unless such examination is not permitted by federal, state or local law or by contract) and make copies thereof or extracts therefrom; and (c) discuss the affairs, finances and accounts of the Company or any of its Subsidiaries with the directors, officers and independent accountants of the Company or any of its Subsidiaries. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries will provide any material, non-public information to the Purchaser unless the Purchaser signs a confidentiality agreement and otherwise complies with Regulation FD, under the federal securities laws.

Appears in 1 contract

Sources: Securities Purchase Agreement (Elec Communications Corp)

Access to Facilities. As long as any principal, interest and fees with respect to the Note Notes remain outstanding, each of the Company and each of its Subsidiaries will permit any representatives designated by the Purchaser Purchasers (or any successor of the PurchaserPurchasers), upon reasonable advance notice and during normal business hours reasonably convenient to the Company, its Subsidiaries and/or representatives of the Company and/or any of its Subsidiaries that are responsible for the maintenance of such records at such person's ’s expense and accompanied by a representative of the Company and/or the applicable Subsidiary, to: to (a) visit and inspect any of the properties of the Company or any of its Subsidiaries; , (b) examine the corporate and financial records of the Company or any of its Subsidiaries (unless such examination is not permitted by federal, state or local law or by contract) and make copies thereof or extracts therefrom; and , and (c) discuss the affairs, finances and accounts of the Company or any of its Subsidiaries with the directors, officers and independent accountants of the Company or any of its Subsidiaries. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries will provide any competitively sensitive or material, non-public information to the Purchaser Purchasers unless the Purchaser signs Purchasers sign a confidentiality agreement and otherwise complies with Regulation FD, under the federal securities laws.

Appears in 1 contract

Sources: Securities Purchase Agreement (Proxim Wireless Corp)