Common use of Access and Information Clause in Contracts

Access and Information. The Purchaser shall provide to the Seller and to the Seller's accountants, counsel, and other representatives reasonable access during normal business hours throughout the period prior to the Closing to all of the Purchaser's properties, books, contracts, commitments, records (including, but not limited to, tax returns) and personnel relating to the Purchaser and, during such period, the Purchaser shall furnish promptly to the Seller (i) all written communications relating to the business of the Purchaser, (ii) internal monthly financial statements of the Purchaser when and as available, and (iii) all other information relating to the business of the Purchaser, as the Seller may reasonably request, but no investigation pursuant to this Section 5.5 shall affect any representations or warranties of the Purchaser or the conditions to the obligations of the Seller to consummate the Transaction. In the event of the termination of this Agreement, the Seller will, and will cause its representatives to, deliver to the Purchaser or, upon Purchaser's request, destroy all documents, work papers and other material, and all copies thereof, obtained by the Seller or on the Seller's behalf from the Purchaser as a result of this Agreement or in connection with this Agreement or the Transaction, whether so obtained before or after the execution of this Agreement, and will hold in confidence all confidential information that has been designated as such by the Purchaser in writing or by appropriate and obvious notation and will not use any such confidential information, except in connection with the Transaction, until such time as such information is otherwise publicly available. Seller and its representatives shall assert their rights pursuant to this Section 5.5 in such manner as to minimize interference with the business of the Purchaser.

Appears in 5 contracts

Samples: Asset Purchase and Sale Agreement (Asdar Inc), Asset Purchase and Sale Agreement (Asdar Group Inc), Asset Purchase and Sale Agreement (2u Online Com Inc)

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Access and Information. The Purchaser Seller shall provide to the Seller Purchaser and to the SellerPurchaser's accountants, counsel, counsel and other representatives reasonable access during normal business hours throughout the period prior to the Closing to all of the Purchaser's its properties, books, contracts, commitments, records (including, but not limited to, tax returns) and personnel relating to the Purchaser Acquired Assets or the Acquired Business and, during such period, the Purchaser Seller shall furnish promptly to the Seller Purchaser (i) all written communications relating to the business of Acquired Assets or the PurchaserAcquired Business, (ii) internal monthly financial statements of the Purchaser Acquired Business when and as available, and (iii) all other information relating to the business of Acquired Assets or the Purchaser, Acquired Business as the Seller Purchaser may reasonably request, but no investigation pursuant to this Section 5.5 6.3 shall affect any representations or warranties of the Purchaser Seller, or the conditions to the obligations of the Seller Purchaser to consummate the Transaction. In the event of the termination of this Agreement, the Seller Purchaser will, and will cause its the Purchaser's representatives to, deliver to the Purchaser Seller or, upon PurchaserSeller's request, destroy all documents, work papers papers, and other material, and all copies thereof, obtained by the Seller Purchaser or on the SellerPurchaser's behalf from the Purchaser Seller as a result of this Agreement or in connection with this Agreement or the Transaction, whether so obtained before or after the execution of this Agreement, and will hold in confidence all confidential information that has been designated as such by the Purchaser Seller in writing or by appropriate and obvious notation notation, and will not use any such confidential information, information except in connection with the Transaction, until such time as such information is otherwise publicly available. Seller Purchaser and its representatives shall assert their rights pursuant to this Section 5.5 6.3 in such manner as to minimize interference with the business of the PurchaserSeller.

Appears in 4 contracts

Samples: Asset Purchase and Sale Agreement (Asdar Inc), Asset Purchase and Sale Agreement (2u Online Com Inc), Asset Purchase and Sale Agreement (2u Online Com Inc)

Access and Information. The Purchaser Seller shall provide to the Seller Purchaser and to the SellerPurchaser's accountants, counsel, and other representatives reasonable access during normal business hours throughout the period prior to the Closing to all of the PurchaserSeller's properties, books, contracts, commitments, records (including, but not limited to, tax returns) ), and personnel relating to the Purchaser Acquired Assets and, during such period, the Purchaser Seller shall furnish promptly to the Seller Purchaser (i1) all written communications relating to the business of the Purchaser, (ii) internal monthly financial statements of the Purchaser when and as availableAcquired Assets, and (iii2) all other information relating to the business of the Purchaser, Acquired Assets as the Seller Purchaser may reasonably request, but no investigation pursuant to this Section 5.5 6.3 shall affect any representations or warranties of the Purchaser Seller, or the conditions to the obligations of the Seller Purchaser to consummate the Transaction. In the event of the termination of this Agreement, the Seller Purchaser will, and will cause its representatives to, deliver to the Purchaser or, upon Purchaser's request, Seller or destroy all documents, work papers papers, and other material, and all copies thereof, obtained by the Seller Purchaser or on the Seller's its behalf from the Purchaser Seller as a result of this Agreement or in connection with this Agreement or the Transactionherewith, whether so obtained before or after the execution of this Agreementhereof, and will hold in confidence all confidential information that received from the Seller, whether or not such information has been designated as such by the Purchaser Seller in writing or by appropriate and obvious notation notation, and the Purchaser will not use any such confidential information, except in connection with the Transaction, until such time as such information information, is otherwise publicly available. Seller Purchaser and its representatives shall assert their rights pursuant to this Section 5.5 6.3 in such manner as to minimize interference with the business of the PurchaserSeller.

Appears in 2 contracts

Samples: Asset Purchase and Sale Agreement (Too Gourmet Inc), Asset Purchase and Sale Agreement (Encore Ventures Inc)

Access and Information. The Purchaser shall provide to the Seller and ---------------------------- to the Seller's accountants, counsel, and other representatives reasonable access during normal business hours throughout the period prior to the Closing to all of the Purchaser's properties, books, contracts, commitments, records (including, but not limited to, tax returns) ), and personnel relating to the Purchaser and, during such period, the Purchaser shall furnish promptly to the Seller (i1) all written communications relating to the business of the Purchaser, (ii2) internal monthly financial statements of the Purchaser when and as available, and (iii3) all other information relating to the business of the Purchaser, Purchaser as the Seller may reasonably request, but no investigation pursuant to this Section 5.5 shall affect any representations or warranties of the Purchaser or the conditions to the obligations of the Seller to consummate the Transaction. In the event of the termination of this Agreement, the Seller will, and will cause its representatives to, deliver to the Purchaser or, upon Purchaser's request, or destroy all documents, work papers papers, and other material, and all copies thereof, obtained by the Seller or on the Seller's its behalf from the Purchaser as a result of this Agreement or in connection with this Agreement or the Transactionherewith, whether so obtained before or after the execution of this Agreementhereof, and will hold in confidence all confidential information that received from the Purchaser, whether or not such information has been designated as such confidential by the Purchaser in writing or by appropriate and obvious notation notation, and the Seller will not use any such confidential information, except in connection with the Transaction, until such time as such information is otherwise publicly available. Seller and its representatives shall assert their rights pursuant to this Section 5.5 in such a manner as to minimize interference with the business of the Purchaser.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Universal Broadband Communications Inc)

Access and Information. The Purchaser Seller shall provide afford to the Seller Purchaser and to the SellerPurchaser's accountants, counsel, and other representatives reasonable access during normal business hours throughout the period prior to the Closing to all of the Purchaser's its properties, books, contracts, commitments, records (including, but not limited to, tax returns) ), and personnel relating to the Purchaser Acquired Assets or the Acquired Business and, during such period, the Purchaser Seller shall furnish promptly to the Seller Purchaser (i1) all written communications relating to the business of Acquired Assets or the PurchaserAcquired Business, (ii2) internal monthly financial statements of the Purchaser Acquired Business when and as available, and (iii3) all other information relating to the business of Acquired Assets or the Purchaser, Acquired Business as the Seller Purchaser may reasonably request, but no investigation pursuant to this Section 5.5 6.4 shall affect any representations or warranties of the Purchaser Seller, or the conditions to the obligations of the Seller Purchaser to consummate the Transaction. In the event of the termination of this Agreement, the Seller Purchaser will, and will cause its representatives to, deliver to the Purchaser or, upon Purchaser's request, Seller or destroy all documents, work papers papers, and other material, and all copies thereof, obtained by the Seller it or on the Seller's its behalf from the Purchaser Seller as a result of this Agreement or in connection with this Agreement or the Transactionherewith, whether so obtained before or after the execution of this Agreementhereof, and will hold in confidence all confidential information that has been designated as such by the Purchaser Seller in writing or by appropriate and obvious notation notation, and will not use any such confidential information, information except in connection with the Transaction, until such time as such information is otherwise publicly available. Seller Purchaser and its representatives shall assert their rights pursuant to this Section 5.5 hereunder in such manner as to minimize interference with the business of the PurchaserSeller.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Omega Med Corp)

Access and Information. The Purchaser shall provide to the Seller ------------------------------- and to the Seller's accountants, counsel, and other representatives reasonable access during normal business hours throughout the period prior to the Closing to all of the Purchaser's properties, books, contracts, commitments, records (including, but not limited to, tax returns) ), and personnel relating to the Purchaser and, during such period, the Purchaser shall furnish promptly to the Seller (i1) all written communications relating to the business of the Purchaser, (ii2) internal monthly financial statements of the Purchaser when and as available, and (iii3) all other information relating to the business of the Purchaser, Purchaser as the Seller may reasonably request, but no investigation pursuant to this Section 5.5 shall affect any representations or warranties of the Purchaser or the conditions to the obligations of the Seller to consummate the Transaction. In the event of the termination of this Agreement, the Seller will, and will cause its representatives to, deliver to the Purchaser or, upon Purchaser's request, or destroy all documents, work papers papers, and other material, and all copies thereof, obtained by the Seller or on the Seller's its behalf from the Purchaser as a result of this Agreement or in connection with this Agreement or the Transactionherewith, whether so obtained before or after the execution of this Agreementhereof, and will hold in confidence all confidential information that received from the Purchaser, whether or not such information has been designated as such confidential by the Purchaser in writing or by appropriate and obvious notation notation, and the Seller will not use any such confidential information, except in connection with the Transaction, until such time as such information is otherwise publicly available. Seller and its representatives shall assert their rights pursuant to this Section 5.5 in such a manner as to minimize interference with the business of the Purchaser.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Universal Broadband Communications Inc)

Access and Information. The Purchaser Seller shall provide to the Seller Purchaser and ---------------------------- to the SellerPurchaser's accountants, counsel, and other representatives reasonable access during normal business hours throughout the period prior to the Closing to all of the PurchaserSeller's properties, books, contracts, commitments, records (including, but not limited to, tax returns) ), and personnel relating to the Purchaser Acquired Assets and, during such period, the Purchaser Seller shall furnish promptly to the Seller Purchaser (i1) all written communications relating to the business of the Purchaser, (ii) internal monthly financial statements of the Purchaser when and as availableAcquired Assets, and (iii2) all other information relating to the business of the Purchaser, Acquired Assets as the Seller Purchaser may reasonably request, but no investigation pursuant to this Section 5.5 6.3 shall affect any representations or warranties of the Purchaser Seller, or the conditions to the obligations of the Seller Purchaser to consummate the Transaction. In the event of the termination of this Agreement, the Seller Purchaser will, and will cause its representatives to, deliver to the Purchaser or, upon Purchaser's request, Seller or destroy all documents, work papers papers, and other material, and all copies thereof, obtained by the Seller Purchaser or on the Seller's its behalf from the Purchaser Seller as a result of this Agreement or in connection with this Agreement or the Transactionherewith, whether so obtained before or after the execution of this Agreementhereof, and will hold in confidence all confidential information that received from the Seller, whether or not such information has been designated as such by the Purchaser Seller in writing or by appropriate and obvious notation notation, and the Purchaser will not use any such confidential information, except in connection with the Transaction, until such time as such information information, is otherwise publicly available. Seller Purchaser and its representatives shall assert their rights pursuant to this Section 5.5 6.3 in such manner as to minimize interference with the business of the PurchaserSeller.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Universal Broadband Communications Inc)

Access and Information. The Purchaser shall provide to the Seller and to the Seller's accountants, counsel, and other representatives reasonable access during normal business hours throughout the period prior to the Closing to all of the Purchaser's properties, books, contracts, commitments, records (including, but not limited to, tax returns) ), and personnel relating to the Purchaser and, during such period, the Purchaser shall furnish promptly to the Seller (i1) all written communications relating to the business of the Purchaser, (ii2) internal monthly financial statements of the Purchaser when and as available, and (iii3) all other information relating to the business of the Purchaser, Purchaser as the Seller may reasonably request, but no investigation pursuant to this Section 5.5 shall affect any representations or warranties of the Purchaser or the conditions to the obligations of the Seller to consummate the Transaction. In the event of the termination of this Agreement, the Seller will, and will cause its representatives to, deliver to the Purchaser or, upon Purchaser's request, or destroy all documents, work papers papers, and other material, and all copies thereof, obtained by the Seller or on the Seller's its behalf from the Purchaser as a result of this Agreement or in connection with this Agreement or the Transactionherewith, whether so obtained before or after the execution of this Agreementhereof, and will hold in confidence all confidential information that received from the Purchaser, whether or not such information has been designated as such confidential by the Purchaser in writing or by appropriate and obvious notation notation, and the Seller will not use any such confidential information, except in connection with the Transaction, until such time as such information is otherwise publicly available. Seller and its representatives shall assert their rights pursuant to this Section 5.5 in such a manner as to minimize interference with the business of the Purchaser.. 17/38 Initials:_______/_______

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Too Gourmet Inc)

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Access and Information. The Purchaser Seller shall provide to the Seller Purchaser ------------------------------- and to the SellerPurchaser's accountants, counsel, and other representatives reasonable access during normal business hours throughout the period prior to the Closing to all of the PurchaserSeller's properties, books, contracts, commitments, records (including, but not limited to, tax returns) ), and personnel relating to the Purchaser Acquired Assets and, during such period, the Purchaser Seller shall furnish promptly to the Seller Purchaser (i1) all written communications relating to the business of the Purchaser, (ii) internal monthly financial statements of the Purchaser when and as availableAcquired Assets, and (iii2) all other information relating to the business of the Purchaser, Acquired Assets as the Seller Purchaser may reasonably request, but no investigation pursuant to this Section 5.5 6.3 shall affect any representations or warranties of the Purchaser Seller, or the conditions to the obligations of the Seller Purchaser to consummate the Transaction. In the event of the termination of this Agreement, the Seller Purchaser will, and will cause its representatives to, deliver to the Purchaser or, upon Purchaser's request, Seller or destroy all documents, work papers papers, and other material, and all copies thereof, obtained by the Seller Purchaser or on the Seller's its behalf from the Purchaser Seller as a result of this Agreement or in connection with this Agreement or the Transactionherewith, whether so obtained before or after the execution of this Agreementhereof, and will hold in confidence all confidential information that received from the Seller, whether or not such information has been designated as such by the Purchaser Seller in writing or by appropriate and obvious notation notation, and the Purchaser will not use any such confidential information, except in connection with the Transaction, until such time as such information information, is otherwise publicly available. Seller Purchaser and its representatives shall assert their rights pursuant to this Section 5.5 6.3 in such manner as to minimize interference with the business of the PurchaserSeller.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Universal Broadband Communications Inc)

Access and Information. The Purchaser Seller shall provide afford to the Seller Purchaser and to the SellerPurchaser's accountants, counsel, and other representatives reasonable access during normal business hours throughout the period prior to the Closing to all of the Purchaser's its properties, books, contracts, commitments, records (records, including, but not limited to, tax returns) , and personnel relating to the Purchaser Acquired Assets or the Acquired Business and, during such period, the Purchaser Seller shall furnish promptly to the Seller Purchaser (ia) all written communications to its directors or to its shareholders generally relating to the business of Acquired Assets or the PurchaserAcquired Business, (iib) internal monthly financial statements of the Purchaser Acquired Business when and as available, and (iiic) all other information relating to the business of Acquired Assets or the Purchaser, Acquired Business as the Seller Purchaser may reasonably request, but no investigation pursuant to this Section 5.5 section shall affect any representations or warranties of the Purchaser Seller, or the conditions to the obligations of the Seller Purchaser to consummate the TransactionTransaction specified by the provisions of this Agreement. In the event of the termination of this Agreement, the Seller Purchaser will, and will cause its representatives to, deliver to the Purchaser or, upon Purchaser's request, Seller or destroy all documents, work papers papers, and other material, and all copies thereof, obtained by the Seller it or on the Seller's its behalf from the Purchaser Seller as a result of this Agreement or in connection with this Agreement or the Transactionherewith, whether so obtained before or after the execution of this Agreementhereof, and will hold in confidence all confidential information that has been designated as such by the Purchaser Seller in writing or by appropriate and obvious notation notation, and will not use any such confidential information, information except in connection with the Transaction, until such time as such information is otherwise publicly available. Seller Purchaser and its representatives shall assert their rights pursuant to created by this Section 5.5 section in such manner as to minimize interference with the business of the PurchaserSeller.

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Fenway International Inc)

Access and Information. The Purchaser Company shall provide to the Seller BEVsystems and to the Seller's ---------------------------- BEVsystems' accountants, counsel, counsel and other representatives reasonable access during normal business hours throughout during the period prior to the Closing to all of the Purchaser's properties, books, contracts, commitments, records (including, but not limited to, tax returns) of the Company and personnel relating to the Purchaser Company's subsidiary, and personnel, and, during such period, the Purchaser Company shall furnish promptly to the Seller BEVsystems (i) all written communications relating to the business of the Purchaserits directors or to its shareholders generally, (ii) internal monthly financial statements of the Purchaser when and as available, and (iii) all other information relating to concerning the business business, properties, and personnel of the Purchaser, Company and the Company's subsidiary as the Seller BEVsystems may reasonably request, but no investigation pursuant to this Section 5.5 section shall affect any representations or warranties of the Purchaser Company, or the conditions to the obligations of the Seller BEVsystems to consummate the TransactionTransaction specified in this Agreement. In the event of the termination of this Agreement, the Seller Company will, and will cause its representatives to, deliver to the Purchaser or, upon Purchaser's request, BEVsystems or destroy all documents, work papers papers, and other material, and all copies thereof, obtained by the Seller Company or on the Seller's its behalf from the Purchaser BEVsystems as a result of this Agreement or in connection with this Agreement or the TransactionAgreement, whether so obtained before or after the execution of this Agreement, and the Company will hold in confidence all confidential information information, that has been designated as such by the Purchaser BEVsystems in writing or by appropriate and obvious notation notation, and will not use any such confidential information, except in connection with the Transaction, until such time as such information is otherwise publicly available. Seller The Company and its representatives shall assert their rights pursuant to this Section 5.5 Agreement in such manner as to minimize interference with the business of the PurchaserBEVsystems.

Appears in 1 contract

Samples: Agreement (Aqua Clara Bottling & Distribution Inc)

Access and Information. The Purchaser shall provide to the Seller and to the Seller's accountants, counsel, and other representatives reasonable access during normal business hours throughout the period prior to the Closing to all of the Purchaser's properties, books, contracts, commitments, records (including, but not limited to, tax returns) ), and personnel relating to the Purchaser and, during such period, the Purchaser shall furnish promptly to the Seller (i1) all written communications relating to the business of the Purchaser, (ii2) internal monthly financial statements of the Purchaser when and as available, and (iii3) all other information relating to the business of the Purchaser, Purchaser as the Seller may reasonably request, but no investigation pursuant to this Section 5.5 shall affect any representations or warranties of the Purchaser or the conditions to the obligations of the Seller to consummate the Transaction. In the event of the termination of this Agreement, the Seller will, and will cause its representatives to, deliver to the Purchaser or, upon Purchaser's request, or destroy all documents, work papers papers, and other material, and all copies thereof, obtained by the Seller or on the Seller's its behalf from the Purchaser as a result of this Agreement or in connection with this Agreement or the Transactionherewith, whether so obtained before or after the execution of this Agreementhereof, and will hold in confidence all confidential information that received from the Purchaser, whether or not such information has been designated as such confidential by the Purchaser in writing or by appropriate and obvious notation notation, and the Seller will not use any such confidential information, except in connection with the Transaction, until such time as such information is otherwise publicly available. Seller and its representatives shall assert their rights pursuant to this Section 5.5 in such a manner as to minimize interference with the business of the Purchaser.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Encore Ventures Inc)

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