Common use of Examination Clause in Contracts

Examination. After receipt of the Closing Working Capital Statement, the Seller Representative shall have thirty (30) days (the “Review Period”) to review the Closing Working Capital Statement. During the Review Period, the Seller Representative, Sellers and Sellers’ accountants shall have full access to the books and records of the Company, the personnel of, and work papers prepared by, Buyer and/or Buyer’s accountants to the extent that they relate to the Closing Working Capital Statement and to such historical financial information (to the extent in Buyer’s or the Company’s possession) relating to the Closing Working Capital Statement as the Seller Representative may reasonably request for the purpose of reviewing the Closing Working Capital Statement and to prepare a Statement of Objections, provided, that such access shall be in a manner that does not materially interfere with the normal business operations of Buyer or the Company.

Appears in 2 contracts

Samples: Equity Purchase Agreement (Cinedigm Corp.), Equity Purchase Agreement (Cinedigm Corp.)

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Examination. After receipt of the Buyer’s Closing Working Capital Statement, the Seller Representative Sellers shall have thirty (30) days (the “Review Period”) to review the statement of Closing Working Capital Statement. During the Review Period, the Seller Representative, Sellers and the Sellers’ accountants Accountants shall have full reasonable access to the relevant books and records of the CompanyBuyer, the personnel of, and work papers prepared by, Buyer and/or Buyer’s accountants Accountants to the extent that they relate to the statement of the Closing Working Capital Statement and to such historical financial information (to the extent in Buyer’s or the Company’s possession) relating to the statement of the Closing Working Capital Statement as the Seller Representative Sellers may reasonably request for the purpose of reviewing the Closing Working Capital Statement and to prepare a Statement of ObjectionsObjections (as defined below), provided, that such access shall be in a manner that does not materially interfere with the normal business operations of Buyer or the CompanyBuyer.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Red Lion Hotels CORP)

Examination. After receipt of the Closing Working Capital Statement, the Seller Representative shall have thirty (30) 30 calendar days (the “Review Period”) to review the Closing Working Capital Statement. During the Review Period, the Seller Representative, Sellers and Sellers’ accountants Seller’s Accountants shall have full access to the books and records of the CompanyAcquired Companies, the personnel of, and work papers prepared by, Buyer and/or Buyer’s accountants Accountants to the extent that they relate to the Closing Working Capital Statement and to such historical financial information (to the extent in Buyer’s or the Company’s possession) relating to the Closing Working Capital Statement as the Seller Representative may reasonably request for the purpose of reviewing the Closing Working Capital Statement and to prepare a Statement of ObjectionsObjections (defined below), provided, that such access shall be in a manner that does not materially interfere with the normal business operations of Buyer or the CompanyAcquired Companies.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Air Industries Group), Stock Purchase Agreement (Cpi Aerostructures Inc)

Examination. After receipt of the Closing Working Capital Statement, the Seller Sellers’ Representative shall have thirty (30) 30 days (the “Review Period”) to review the Closing Working Capital Statement. During the Review Period, the Seller Representative, Sellers Sellers’ Representative and Sellers’ accountants Accountants shall have full access to the books and records of the CompanyGroup Companies, the personnel of, and work papers prepared by, Buyer and/or Buyer’s accountants Accountants to the extent that they relate to the Closing Working Capital Statement and to such historical financial information (to the extent in Buyer’s or the Company’s possession) relating to the Closing Working Capital Statement as the Seller Sellers’ Representative may reasonably request for the purpose of reviewing the Closing Working Capital Statement and to prepare a Statement of ObjectionsObjections (defined below); provided, providedhowever, that such access shall be in a manner that does not materially interfere with the normal business operations of Buyer or the CompanyOperating Subsidiary.

Appears in 2 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement (Techne Corp /Mn/)

Examination. After receipt of the Closing Working Capital Statement, the Seller Representative Vendors shall have thirty (30) 30 days (the “Review Period”) to review the Closing Working Capital Statement. During the Review Period, the Seller Representative, Sellers Vendors and Sellersthe Vendorsaccountants Accountant shall have full access during regular business hours to the books and records of the CompanyTarget Corporations, the personnel of, and work papers prepared by, Buyer and/or Buyerthe Purchaser or the Purchaser’s accountants Accountant, or both, to the extent that they relate to the Closing Working Capital Statement and to such historical financial information (to the extent in Buyer’s or the CompanyPurchaser’s possession) relating to the Closing Working Capital Statement as the Seller Representative Vendors may reasonably request for the purpose of reviewing the Closing Working Capital Statement and to prepare a Statement of Objections, provided, provided that such access shall be in a manner that does not materially interfere with the normal business operations of Buyer Purchaser or the CompanyTarget Corporations.

Appears in 1 contract

Samples: Share Purchase Agreement (Flowr Corp)

Examination. After receipt of the Closing Working Capital Statement, the Seller Representative Selling Parties shall have thirty (30) 30 days (the “Review Period”) to review the Closing Working Capital Statement. During the Review Period, the Seller Representative, Sellers Selling Parties and Sellersthe Selling Parties’ accountants shall have full access to the relevant books and records of the CompanyPurchaser, the personnel of, and work papers prepared by, Buyer Purchaser and/or BuyerPurchaser’s accountants to the extent that they relate to the Closing Working Capital Statement and to such historical financial information (to the extent in Buyer’s or the CompanyPurchaser’s possession) relating to the Closing Working Capital Statement as the Seller Representative Selling Parties may reasonably request for the purpose of reviewing the Closing Working Capital Statement and to prepare a Statement of Objections, Objections (defined below); provided, that such access shall be in a manner that does not materially interfere with the normal business operations of Buyer or the CompanyPurchaser.

Appears in 1 contract

Samples: Asset Purchase Agreement (Diamond Resorts Corp)

Examination. After receipt of the Proposed Closing Working Capital Statement, the Seller Representative Sellers shall have thirty (30) days (the “Review Period”) to review the Proposed Closing Working Capital Statement. During the Review Period, the Seller Representative, Sellers and Sellers’ accountants Accountants shall have full reasonable access to the books relevant Books and records Records of the CompanyBuyer, the personnel of, and work papers prepared by, Buyer and/or Buyer’s accountants Accountants to the extent that they relate to the Proposed Closing Working Capital Statement and to such historical financial information (to the extent in Buyer’s or the Company’s possession) relating to the Proposed Closing Working Capital Statement as the Seller Representative Sellers may reasonably request for the purpose of reviewing the Proposed Closing Working Capital Statement and to prepare a Statement of ObjectionsObjections (defined below), provided, that such access shall be in a manner that does not materially interfere interfere, unreasonably, with the normal business operations of Buyer or the CompanyBuyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Diversified Restaurant Holdings, Inc.)

Examination. After receipt of the Closing Working Capital Statement, the Seller Representative shall have thirty (30) days (the “Working Capital Review Period”) to review the Closing Working Capital Statement. During the Working Capital Review Period, the Seller Representative, Sellers and Sellers’ accountants Seller’s Accountants shall have full access to the relevant books and records of the CompanyBuyer, the personnel of, and work papers prepared by, Buyer and/or Buyer’s accountants Accountants to the extent that they relate to the Closing Working Capital Statement and to such historical financial information (to the extent in Buyer’s or the Company’s possession) relating to the Closing Working Capital Statement as the Seller Representative may reasonably request for the purpose of reviewing the Closing Working Capital Statement and to prepare a Statement Working Capital Notice of ObjectionsObjections (defined below), provided, that such access shall be in a manner that does not materially interfere with the normal business operations of Buyer or the CompanyBuyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sg Blocks, Inc.)

Examination. After receipt of the Closing Working Capital Statement, the Seller Representative Sellers shall have thirty (30) 30 days (the “Review Period”) to review and object to the Closing Working Capital Statement. During the Review Period, the Seller Representative, Sellers and Sellers’ accountants Accountants shall have full access to the books and records of the CompanyAcquired Companies, the personnel of, and work papers prepared by, Buyer and/or Buyer’s accountants Accountants to the extent that they relate to the Closing Working Capital Statement and to such historical financial information (to the extent in Buyer’s or the Company’s possession) relating to the Closing Working Capital Statement as the Seller Representative Sellers may reasonably request for the purpose of reviewing the Closing Working Capital Statement and to prepare a Statement of ObjectionsObjections (defined below), provided, provided that such access shall be in a manner that does not materially unreasonably interfere with the normal business operations of Buyer or the CompanyAcquired Companies.

Appears in 1 contract

Samples: Unit Purchase Agreement (Sun Hydraulics Corp)

Examination. After receipt of the Closing Working Capital Statement, the Seller Representative Sellers shall have thirty (30) days (the “Review Period”) to review the Closing Working Capital Statement. During the Review Period, the Seller Representative, Sellers and Sellers’ Seller’s accountants shall have full access to the books and records of the CompanySeller Companies, the personnel of, and work papers prepared by, Buyer and/or Buyer’s and its Affiliates and their respective accountants to the extent that they relate to the Closing Working Capital Statement and to such historical financial information (to the extent in Buyer’s or the Company’s Buyer Parties’ possession) relating to the Closing Working Capital Statement as the Seller Representative Sellers may reasonably request for the purpose of reviewing the Closing Working Capital Statement and to prepare a Statement of ObjectionsObjections (defined below), provided, that such access shall be in a manner that does not materially interfere with the normal business operations of Buyer or the CompanyIMMCO.

Appears in 1 contract

Samples: Share Purchase Agreement (Orbital Energy Group, Inc.)

Examination. After receipt of the Closing Working Capital Statement, the Seller Representative shall have thirty (30) 30 days (the “Working Capital Review Period”) to review the Closing Working Capital Statement. During the Working Capital Review Period, the Seller Representative, Sellers Representative and Sellers’ accountants Accountants shall have full access to the books and records of the Company, the personnel of, and work papers prepared by, Buyer and/or Buyer’s accountants 's Accountants to the extent that they relate to the Closing Working Capital Statement and to such historical financial information (to the extent in Buyer’s or the Company’s 's possession) relating to the Closing Working Capital Statement as the Seller Representative may reasonably request for the purpose of reviewing the Closing Working Capital Statement and to prepare a Statement of ObjectionsObjections (defined below), provided, that such access shall be in a manner that does not materially interfere with the normal business operations of Buyer or the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Addvantage Technologies Group Inc)

Examination. After receipt of the Closing Working Capital Statement, the Seller Sellers’ Representative shall have thirty (30) days (the “Working Capital Review Period”) to review the Closing Working Capital Statement. During the Working Capital Review Period, the Seller Representative, Sellers and Sellers’ accountants Representative and its Representatives shall have full access to the books and records of the CompanyCompany Group, the personnel of, and work papers prepared by, Buyer and/or Buyer’s accountants Accountants to the extent that they relate to the Closing Working Capital Statement and to such historical financial information (to the extent in Buyer’s or the Company’s possession) relating to the Closing Working Capital Statement as the Seller Sellers’ Representative or its Representatives may reasonably request for the purpose of reviewing the Closing Working Capital Statement and to prepare a Statement of ObjectionsObjections (as defined below), provided, that such access shall be in a manner that does not materially interfere with the normal business operations of Buyer or the CompanyCompany Group.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Freedom Holding Corp.)

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Examination. After receipt of the Closing Working Capital Statement, the Seller Representative Sellers shall have thirty (30) days (the “Review Period”) to review the Closing Working Capital Statement. During the Review Period, the Seller Representative, Sellers and Sellers’ their accountants shall have full access to the books and records of the Company, the personnel of, and work papers prepared by, Buyer and/or Buyer’s accountants to the extent that they relate to the Closing Working Capital Statement and to such historical financial information (to the extent in Buyer’s or the Company’s possession) relating to the Closing Working Capital Statement as the Seller Representative Sellers may reasonably request for the purpose of reviewing the Closing Working Capital Statement and to prepare a Statement of ObjectionsObjections (defined below), provided, that such access shall be in a manner that does not materially unreasonably interfere with the normal business operations of Buyer or the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Information Analysis Inc)

Examination. After receipt of the Closing Working Capital Statement, the Seller Seller/Member Representative shall have thirty (30) days (the “Review Period”) to review the Closing Working Capital Statement. During the Review Period, the Seller Representative, Sellers and Sellers’ accountants Seller’s Accountants shall have full access to the books and records of the Company, the personnel of, and work papers prepared by, Buyer and/or Buyer’s accountants Accountants to the extent that they relate to the Closing Working Capital Statement and to such historical financial information (to the extent in Buyer’s or the Company’s possession) relating to the Closing Working Capital Statement as the Seller Representative may reasonably request for the purpose of reviewing the Closing Working Capital Statement and to prepare a Statement of ObjectionsObjections (defined below), provided, that such access shall be in a manner that does not materially unreasonably interfere with the normal business operations of Buyer or the Company.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Enservco Corp)

Examination. After receipt of the Closing Working Capital Statement, the Seller Representative shall have thirty (30) 30 days (the “Review Period”) to review the Closing Working Capital Statement. During the Review Period, the Seller Representative, Sellers and Sellers’ accountants Seller’s Accountants shall have full reasonable access to the books and records of the Companyrecords, the personnel of, and and, subject to entering into customary access letter(s), work papers prepared by, Buyer and/or Buyer’s accountants Accountants to the extent that they relate to the Closing Working Capital Statement and to such historical financial information (to the extent in Buyer’s or the Company’s possession) relating to the Closing Working Capital Statement as the Seller Representative may reasonably request for the purpose of reviewing the Closing Working Capital Statement and to prepare a Statement of ObjectionsObjections (defined below), provided, that such access shall be in a manner that does not materially interfere with the normal business operations of Buyer or the CompanyBuyer.

Appears in 1 contract

Samples: Asset and Share Purchase Agreement (Milacron Holdings Corp.)

Examination. After receipt of the Estimated Closing Working Capital Statement, the Seller Representative Buyer shall have thirty (30) 30 days (the “Review Period”) to review the Estimated Closing Working Capital Statement. During the Review Period, the Seller Representative, Sellers Buyer and Sellers’ accountants Buyer’s Accountants shall have full access to the books and records of the Company, the personnel of, and work papers prepared by, Buyer and/or BuyerCompany and /or Company’s accountants Accountants to the extent that they relate to the Estimated Closing Working Capital Statement and to such historical financial information (to the extent in Buyer’s or the Company’s possession) relating to the Estimated Closing Working Capital Statement as the Seller Representative Buyer may reasonably request for the purpose of reviewing the Estimated Closing Working Capital Statement and to prepare a Statement of ObjectionsObjections (defined below), provided, that such access shall be in a manner that does not materially interfere with the normal business operations of Buyer or the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pan Global, Corp.)

Examination. After receipt of the Closing Working Capital Statement, the Seller Representative shall have thirty (30) days (the “Adjustment Review Period”) to review the Closing Working Capital Statement. During the Adjustment Review Period, the Buyer shall provide Seller Representative, Sellers Representative and Sellers’ accountants shall have Accountants with full access to the books and records of the Company, the personnel of, and work papers prepared by, Buyer and/or Buyer’s accountants Representatives to the extent that they relate to the Closing Working Capital Statement and to such historical financial information (to the extent in Buyer’s possession or the Company’s possessioncontrol) relating to the Closing Working Capital Statement as the Seller Representative may reasonably request in writing for the purpose of reviewing the Closing Working Capital Statement and to prepare a Statement of Objections, provided, that such access shall be in a manner that does not materially interfere with the normal business operations of Buyer or the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Solitron Devices Inc)

Examination. After receipt of the Closing Working Capital Statement, the Seller Representative shall have thirty (30) days (the “Review Period”) to review the Closing Working Capital Statement. During the Review Period, the Seller Representative, Sellers and Sellers’ the Seller’s accountants shall have full access to the books and records of the CompanyGroup Companies, the personnel of, and work papers prepared by, Buyer the Purchaser and/or Buyerthe Purchaser’s accountants to the extent that they relate to the Closing Working Capital Statement and to such historical financial information (to the extent in Buyer’s or the CompanyPurchaser’s possession) relating to the Closing Working Capital Statement as the Seller Representative may reasonably request for the purpose of reviewing the Closing Working Capital Statement and to prepare a Statement of ObjectionsObjections (as defined below), provided, that such access shall be in a manner that does not materially interfere with the normal business operations of Buyer the Purchaser or the CompanyGroup Companies.

Appears in 1 contract

Samples: G Iii Apparel Group LTD /De/

Examination. After receipt of the Closing Working Capital Statement, the Seller Representative Sellers shall have thirty 45 (30forty-five) days (the “Review Period”) to review the Closing Working Capital Statement. During the Review Period, the Seller Representative, Sellers and Sellers’ accountants Accountants shall have full reasonable access to the books and records of the Company, the personnel of, and work papers prepared by, Buyer Purchaser and/or BuyerPurchaser’s accountants to the extent that they relate to the Closing Working Capital Statement and to such historical financial information (to the extent in Buyer’s or the CompanyPurchaser’s possession) relating to the Closing Working Capital Statement as the Seller Representative Sellers may reasonably request for the purpose of reviewing the Closing Working Capital Statement and to prepare a Statement of ObjectionsObjections (defined below), provided, that such access shall be in a manner that does not materially interfere with the normal business operations of Buyer Purchaser or the Company.

Appears in 1 contract

Samples: Share Purchase Agreement (Sifco Industries Inc)

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