Common use of Conduct Prior to the Closing Date Clause in Contracts

Conduct Prior to the Closing Date. The Investors, their counsel, accountants, employees or other representatives may, prior to the Closing Date, make such investigations of the properties, plants and operations of the Company and such audit of the financial condition of the Company for such purposes as it deems necessary or advisable in connection with the transactions contemplated hereby; such investigation shall not, however, affect the representations and warranties of the Company hereunder. Prior to the Closing Date, the Company agrees to permit the Investors and their counsel, accountants, employees or other representatives to have, after the date hereof and upon reasonable advance notice, full access during normal business hours to the premises and to all books and records of the Company and the Investors shall have the right to make copies thereof and excerpts therefrom, and the Company will furnish the Investors with such financial and operating data and other information with respect to the business and properties of the Company as is otherwise readily available and as the Investors may, from time to time, reasonably request. Prior to the Closing Date, the Company agrees to permit the Investors and their counsel, accountants, employees or other representatives to communicate with and visit suppliers, customers and others having business relations with the Company. The Company acknowledges that the rights set forth in this Section 11 are essential to the Investors as a means of evaluating the assets and business of the Company and agree that in no event will they make any claim of any kind as a result of the exercise by the Investors of such rights and hereby waive any and all rights they may have to make such claims.

Appears in 2 contracts

Sources: Preferred Stock Purchase Agreement (Tsi International Software LTD), Preferred Stock Purchase Agreement (Tsi International Software LTD)

Conduct Prior to the Closing Date. The InvestorsInvestor, their its counsel, accountants, employees or other representatives may, prior to the Closing Date, make such investigations of the properties, plants properties and operations of the Company and such audit of the financial condition of the Company for such purposes as it deems they deem necessary or advisable in connection with the transactions contemplated hereby; such investigation shall not, however, affect the representations and warranties of the Company hereunder. Prior to the Closing Date, the The Company agrees to permit the Investors Investor and their its counsel, accountants, employees or other representatives to have, after the date hereof and upon reasonable advance noticehereof, full access during normal business hours hours, upon reasonable notice, to the premises and to all books and records of the Company and the Investors Investor shall have the right to make copies thereof and excerpts therefrom, and the Company will furnish the Investors Investor with such financial and operating data and other information with respect to the business and properties of the Company as is otherwise readily available and as the Investors Investor may, from time to time, reasonably request. Prior to the Closing Date, the The Company agrees to permit the Investors Investor and their its counsel, accountants, employees or other representatives to communicate with and visit suppliers, customers and others having business relations with the Company. The Company acknowledges that the rights set forth in this Section 11 8 are essential to the Investors Investor as a means of evaluating the assets and business of the Company and agree agrees that in no event will they it make any claim of any kind as a result of the exercise by the Investors Investor of such rights and hereby waive any and all rights they it may have to make such claims.

Appears in 1 contract

Sources: Preferred Stock and Warrant Purchase Agreement (Clipper Investors LLC)