Access to Necessary Information. (a) At reasonable times and during normal business hours, the Company shall permit representatives of the Purchaser and the Purchaser’s legal, accounting and financial advisors to have full access to the books, records and personnel of the Company and to make such inspections and copies of such books and records as they may request, from time to time and for any reason whatsoever. (b) At reasonable times during normal business hours and upon reasonable notice provided to the Purchaser, the Purchaser shall permit the Earn Out Representative (who shall have executed a confidentiality agreement in form and substance reasonably satisfactory to the Purchaser) and his legal, accounting and financial advisors to examine the financial books and records of the Company, to make such inspections and copies of such books and records as they may reasonably require, and to discuss such matters with the appropriate personnel of the Company and the Purchaser, each to the extent incident to the exercise of the Earn Out Representative’s right to object to the Purchaser’s calculation of the amounts set forth in the Statement. The Earn Out Representative agrees that he shall hold (and shall cause his advisors referred to in the preceding sentence to hold) all information acquired during such examination in strict confidence and shall use (and shall cause his advisors referred to in the preceding sentence to use) such information solely for purposes of making calculations under Section 2 or in connection with any dispute under this Agreement.
Appears in 1 contract
Sources: Earn Out Agreement (Ebay Inc)
Access to Necessary Information. (a) At reasonable times and during normal business hours, the Company shall permit representatives of the Purchaser and the Purchaser’s legal, accounting and financial advisors to have full access to the books, records and personnel of the Company and to make such inspections and copies of such books and records as they may request, from time to time and for any reason whatsoever.make
(b) At reasonable times during normal business hours and upon reasonable notice provided to the Purchaser, the Purchaser shall permit the Earn Out Representative (who shall have executed a confidentiality agreement in form and substance reasonably satisfactory to the Purchaser) and his legal, accounting and financial advisors to examine the financial books and records of the Company, to make such inspections and copies of such books and records as they may reasonably require, and to discuss such matters with the appropriate personnel of the Company and the Purchaser, each to the extent incident to the exercise of the Earn Out Representative’s right to object to the Purchaser’s calculation of the amounts set forth in the Statement. The Earn Out Representative agrees that he shall hold (and shall cause his advisors referred to in the preceding sentence to hold) all information acquired during such examination in strict confidence and shall use (and shall cause his advisors referred to in the preceding sentence to use) such information solely for purposes of making calculations under Section 2 or in connection with any dispute under this Agreement.
Appears in 1 contract
Sources: Earn Out Agreement