Purchaser Access Sample Clauses
The Purchaser Access clause grants the buyer the right to enter and inspect the property or assets being acquired prior to the completion of the transaction. Typically, this access is provided for purposes such as conducting due diligence, verifying the condition of the property, or ensuring compliance with agreed-upon terms, and may be subject to reasonable notice and limitations to avoid disrupting the seller’s operations. This clause ensures that the purchaser can confirm the accuracy of representations and assess any potential issues before finalizing the purchase, thereby reducing the risk of unforeseen problems post-closing.
POPULAR SAMPLE Copied 1 times
Purchaser Access. After cessation or expiry of occupancy or presence by Purchaser or the relevant Asset Purchaser or member of the Purchaser Group of any Short Presence Property and upon reasonable notice to GM, and without undue disruption, Purchaser and its representatives may enter the relevant Short Presence Property to:
(i) conduct remedial action or compliance action under Section 7.21.4 (Purchaser Remediation and Corrective Action - Non-US);
(ii) perform its obligations or exercise its rights under Part III of this Article 7;
(iii) investigate or remediate an environmental condition on an adjacent GM facility (except that, if such investigation or remediation exceeds twelve months, Purchaser will make all reasonable efforts to minimize the 120 number of times access is needed or obtain alternative access, and shall not unreasonably disrupt or interfere with GM's use or any use by any member of the GM Group of the property;
(iv) install, maintain and use any environmental monitoring or remediation equipment required by a remedial action or compliance action plan or a Regulatory Authority;
(v) investigate or remediate a claim for indemnification, but only if Purchaser has ongoing remedial, defense or indemnity obligations to the GM Indemnitees under Part III of this Article 7;
(vi) inspect the Short Presence Properties for GM's performance of its obligations under a Restrictive Covenant.
Purchaser Access. From the date hereof through the Closing Date, upon reasonable advance written notice and without unreasonable disruption to Sellers and the operation of the Assets, except as prohibited by applicable Law, Sellers shall afford Purchaser and its representatives reasonable access during normal business hours to (a) the Assets as Purchaser may from time to time reasonably request, (b) the assets, books and records of Sellers that relate to the Assets as the Purchaser may from time to time reasonably request, (c) subject to the prior approval of Sellers, the contractors of Sellers as Purchaser may from time to time reasonably request, provided that each of Purchaser and Sellers, at its election, may have a representative present in connection with Purchaser’s access to any such contractor, and (d) financial and operating data and other information relating to the Assets as Purchaser may from time to time reasonably request. The Parties confirm that any information provided pursuant to this Section 8.3(a), shall be governed by ARTICLE XI of this Agreement and that certain Mutual Non-Disclosure Agreement entered into between Purchaser, ▇▇▇▇ Capital Partners and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ and his Affiliates dated October 13, 2015 (the “Confidentiality Agreement”).
Purchaser Access. The Purchaser, its agents, contractors and employees have, prior to the Completion Date, a licence, exercisable on 24 hours prior written notice to the Vendor, to enter upon the Closed Road at times and in a manner deemed appropriate by the Vendor in light of the present uses of the Closed Road, at the Purchaser’s sole risk and expense, for the purpose of making inspections, surveys, tests and studies of the Closed Road. The Purchaser agrees to:
(a) release and indemnify, and hold harmless, the Vendor from and against any and all actions, causes of actions, liability, demands, losses, costs and expenses (including legal fees and disbursements) which the Vendor may suffer, incur, be subject to or liable for, arising out of or in any way related to or in connection with the exercise by the Purchaser of its rights under this section; and
(b) leave the Closed Road in the same condition as that in which Purchaser found the Closed Road, including by removing any equipment, refuse or other matter brought onto the Closed Road by the Vendor or its employees, agents or contractors.
Purchaser Access. The Purchasers and their respective agents, contractors and employees have a licence, exercisable on 24 hours prior written notice to the District, to enter upon the District Land from time to time prior to the Completion Date, at the Purchasers’ sole risk and expense, for the purpose of making inspections, surveys, tests and studies of the District Land. the Purchasers agree to:
(a) release and indemnify, and hold harmless, the District from and against any and all actions, causes of action, liability, demands, losses, costs and expenses (including legal fees and disbursements) which the District may suffer, incur, be subject to or liable for, arising out of or in any way related to or in connection with the exercise by the Purchasers of their rights under this section; and
(b) leave the District Land in the same condition as that in which the Purchasers found the District Land, including by removing any equipment, refuse or other matter brought onto the District Land by the Purchasers or their respective employees, agents or contractors.
Purchaser Access. Between the date hereof and the Closing Date, (i) authorized representatives of Purchaser shall have reasonable access to all properties, books, records, Contracts and documents of Seller, (ii) Seller will furnish to Purchaser all information with respect to the affairs and the Business of Seller that Purchaser may reasonably request, and (iii) Purchaser shall have the right to discuss the affairs and the Business of Seller with certain employees of Seller; provided, however, that Purchaser shall not contact any employee or customer of Seller unless such employee or Purchaser receives the prior authorization of the Chairman of the Board of Seller.
Purchaser Access. 5.2.1 The Corporation and the Vendors shall cause the Corporation and the SPV to (i) permit Representatives, during the Interim Period, without undue interference to the ordinary conduct of the business of the Corporation or the SPV, to have reasonable access upon reasonable notice to the assets of the Corporation, the SPV and the Joint Venture Project and any information relating to the Corporation, the SPV or the Joint Venture Project, and
Purchaser Access. Prior to the Closing, (i) authorized representatives of Purchaser shall have reasonable access to the properties, books, records, and documents of Seller pertaining to the PRENATE Business, (ii) Seller will furnish to Purchaser all information with respect to the affairs of the PRENATE Business that Purchaser may reasonably request, and (iii) Purchaser shall have the right, with Seller's prior consent and participation, which consent shall not be unreasonably withheld, to contact Patheon and Banner.
Purchaser Access. (a) The Vendors agree to allow the Purchaser access to the Algae Plant, the Records and other IP Assets on reasonable notice and at all reasonable times before the Settlement Date to enable the Purchaser to become familiar with the IP and the Algae Plant.
(b) Any information obtained by the Purchaser as a result of such access will be deemed to constitute Confidential Information for the purposes of clause 15.
Purchaser Access. Subject to Applicable Law and upon reasonable notice, Seller will, and will cause its Affiliates to, cooperate with the Purchaser and its authorized representatives (including legal counsel and independent accountants) to provide access at reasonable business hours prior to the Closing Date to the Product Records and will instruct its employees, counsel and other representatives to cooperate with the Purchaser in its investigation of the Purchased Assets; provided that any such access by the Purchaser shall not unreasonably interfere with the conduct of the business of Seller. On and after the Closing Date, Seller will afford the Purchaser and its authorized representatives (including legal counsel and independent accountants) reasonable access to its books of account, financial and other records, information, employees and auditors only to the extent necessary for the Purchaser to defend against, respond to or otherwise participate in any audit, investigation, dispute or litigation relating to the Purchased Assets; provided that any such access by the Purchaser shall not unreasonably interfere with the conduct of the business of Seller. The Purchaser will hold, and will use commercially reasonable efforts to cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of Applicable Law, all confidential documents and information concerning Seller or the Products, Purchased Assets or the Product Business made available to it pursuant to this Section 5.1.