REVIEW OF THE COMPANY AND THE PURCHASED SUBSIDIARIES; CONFIDENTIALITY Sample Clauses

REVIEW OF THE COMPANY AND THE PURCHASED SUBSIDIARIES; CONFIDENTIALITY. In addition to the foregoing, Purchaser may, at any time prior to the Closing Date, through its representatives, review the properties, books and records of the Transaction Parties to familiarize itself with their respective businesses, and the Purchased Subsidiaries, to the extent that the same is not prohibited by applicable Law. At any time prior to the Closing, the Sellers shall permit the Purchaser and its representatives (including, without limitation, its accountants, lawyers and financial advisors) to have full access to the premises and to the books and records of the Transaction Parties during normal working hours to conduct such review and the Company shall cause the officers, employees, counsel, accountants, consultants and other representatives of the Transaction Parties to furnish Purchaser with such financial, operating and other information with respect to the business and properties of the Transaction Parties as Purchaser shall from time to time reasonably request. Such review shall not, however, affect the representations and warranties made by each of the Sellers in this Agreement or any of the other agreements executed in connection herewith or the remedies of Purchaser for breaches of those representations and warranties or any condition to the obligations of Purchaser. The Parties acknowledge that the Purchaser (or an Affiliate of the Purchaser) and the Company have entered into a Confidentiality Agreement dated March 18, 2002 (the "CONFIDENTIALITY AGREEMENT") and the Purchaser confirms that it and its Affiliates and its representatives will comply with their respective obligations thereunder and that information obtained during any such review or otherwise will be subject to the terms of the Confidentiality Agreement.
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Related to REVIEW OF THE COMPANY AND THE PURCHASED SUBSIDIARIES; CONFIDENTIALITY

  • Indemnification of the Company and the Selling Stockholders The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following information in the Prospectus furnished on behalf of the Underwriter: the concession figure appearing in the sixth paragraph and the information concerning short selling and purchasing contained in the eleventh and twelfth paragraphs under the caption “Underwriting” (collectively, the “Underwriter Information”).

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • Representations and Warranties of the Company and the Operating Partnership The Company and the Operating Partnership, jointly and severally, represent and warrant to, and covenant with, each Underwriter as follows:

  • Representations and Warranties by the Company and the Operating Partnership Each of the Company and the Operating Partnership, jointly and severally, represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:

  • INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP The Company and the Operating Partnership shall indemnify and hold harmless the Advisor and its Affiliates, including their respective officers, directors, equity holders, partners and employees (the “Indemnitees,” and each an “Indemnitee”), from all liability, claims, damages or losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of Maryland, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Any indemnification of the Advisor may be made only out of the net assets of the Company and not from Stockholders. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any loss or liability suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any loss or liability suffered by the Company and the Operating Partnership, unless all of the following conditions are met:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows:

  • Covenants of the Company and the Selling Shareholders The Company covenants with each Underwriter as follows:

  • Covenants of the Company and the Operating Partnership The Company and the Operating Partnership, jointly and severally, covenant with each Underwriter as follows:

  • Covenants of the Company and the Selling Stockholders The Company and each Selling Stockholder covenants with each Underwriter as follows:

  • Representations and Warranties of the Company and the Selling Shareholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

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