Buyer and Buyer s customers may enter Seller’s facility, including Seller’s subcontractors’ facilities, at reasonable times, including during the period of manufacture and prior to and after delivery, to inspect such facility and the Equipment and/or the parts therefor. Seller shall furnish, and require its subcontractors to furnish, without additional charge to Buyer, reasonable facilities and assistance for the safe and convenient performance of such inspections.
Buyer and Buyer s Broker acknowledge that by providing Buyer with information, Seller will be disclosing confidential and proprietary matters, including without limitations, financial statements, income and expense statements, and records which would otherwise not be available to the general public.
Buyer and Buyer s customers may inspect the Products at any reasonable time and at any reasonable place, including Seller's location. Any inspection is provisional only and does not constitute final acceptance. All Products are subject to final inspection and testing by Buyer after receipt.
Buyer and Buyer s customer shall at any time up to a maximum of six (6) years after the completion, termination or final payment under the Contract (whichever is the latest), have the right to carry out audits of all records and related documents, procedures and controls of the Contract insofar as they relate to non-fixed or non-lump sum elements of the Contract. Buyer and Buyer’s customer shall have no right of audit of Supplier’s costs covered by fixed rates or those costs expressed as a percentage of other costs. Supplier shall maintain its books and records insofar as they relate to the non-fixed or non-lump sum elements of the Contract in accordance with generally accepted accounting principles and practices and shall preserve these books and records and all documents related thereto for a period of six (6) years following the completion, termination or final payment under the Contract (whichever is the latest). Buyer and Buyer’s customer shall have the right to reproduce any of the aforesaid records and documents. Supplier shall ensure that the provisions of this Clause 5.2 are included in any contracts with sub-contractors/vendors etc. so that Buyer and Buyer’s customer have the same rights to carry out inspection/audits of any subcontract as it has in respect of the Contract.
Buyer and Buyer s Nominee agrees that it is purchasing the Aircraft “AS IS, WHERE IS AND WITH ALL FAULTS” and subject to the terms and conditions of the Sale Agreement. Unless otherwise defined herein, capitalised terms used in this acceptance certificate have the same meaning as those used in the Sale Agreement.
Buyer and Buyer. Sub acknowledge and agree that they have relied solely upon their own independent investigation and counsel before deciding to enter into this Agreement and the Merger and that none of Seller, Seller Sub, Seller’s Financial Advisor, attorneys or representatives, or any other person has made or is making any express or implied representation or warranty other than those contained in Article Three and the Seller Disclosure Schedule.
Buyer and Buyer s third-party lenders shall have executed and delivered the Intercreditor Agreement;
Buyer and Buyer s agents or consultants who desire to enter on to the Property shall have in effect at the time of entry and maintain during such entry commercial general liability insurance, naming Seller as an additional insured, with limits not less than 1,000,000.00 per occurrence, $2,000,000.00 in the aggregate for personal injury, including bodily injury and death, and property damage. Prior to any entry upon the Property, Buyer shall, upon request of Seller, provide Seller with reasonable evidence of the satisfaction of the foregoing insurance requirement. Buyer shall make all inspections in good faith. Notwithstanding anything to the contrary, no boring, Phase II environmental testing or other invasive testing may be performed without Seller’s prior written approval.
Buyer and Buyer s accountants shall complete their review of the Revised Estimated Net Current Liabilities Amount within thirty (30) days after delivery thereof by Seller Representative. If Buyer determines that the Revised Estimated Net Current Liabilities Amount has been prepared in error, then Buyer shall, on or before the last day of such thirty (30)-day period, so inform Seller Representative in writing (“Buyer’s Objection”), setting forth a specific description of the basis of Buyer’s determination and the adjustments to the Revised Estimated Net Current Liabilities Amount that Buyer believes should be made. If a Buyer’s Objection is not received by Seller Representative on or before the last day of such thirty (30)-day period, then the Revised Estimated Net Current Liabilities Amount shall be final. Seller Representative shall have thirty (30) days from its receipt of a Buyer’s Objection to review and respond to the Buyer’s Objection. If Seller Representative does not respond to a Buyer’s Objection on or before the last day of such thirty (30)-day period, then the Buyer’s Objection shall be final.
Buyer and Buyer s Members shall have executed the Promissory Note, Security Agreement, Personal Guaranty, and Lease. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______
