Information Prior to Closing Sample Clauses
Information Prior to Closing. (a) Between the date hereof and the Closing Date, the Company shall, and the Company and Sellers shall cause the Company Subsidiaries to, make its management reasonably available to Buyers and their representatives and provide Buyers and their accountants, employees, attorneys and other representatives reasonable access to, and permit such Persons to review, during normal business hours and upon prior request directed to the Company’s Chief Operating Officer, its respective properties, books, Contracts, accounts, records and files, including Mortgage Loan Files, and shall provide such other information to Buyers and their representatives as they may reasonably request, including such availability and access reasonably necessary to assist Buyer with integration and transition planning in connection with the Transaction and not inconsistent with or violative of Applicable Law. Such access shall include providing, as reasonably requested by the Buyers, information maintained by the Company or any Company Subsidiary relating to the matters covered by Sections 2.17 and 2.18.
(b) Between the date hereof and the Closing Date, the Company shall provide on a monthly basis (i) monthly financial statements of the Company and the Company Subsidiaries, in such form as is regularly prepared by the Company or the Company Subsidiaries, including statements of operations and balance sheets, (ii) monthly management reports of the Company and the Company Subsidiaries in such form as is regularly prepared by the Company or the Company Subsidiaries, including comprehensive loan origination information and pricing.
(c) Promptly after the date hereof, the Company shall, and shall cause the Company Subsidiaries to, at the Company’s sole cost and expense (which cost and expense shall not exceed $500,000), cooperate with and assist Buyers in their efforts to (i) cause the Company to comply from and after Closing with the Laws affecting public companies in the United States, including implementing financial and accounting controls required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (ii) implement the recommendations for improving the operations of the Company set forth in the memorandum attached as Exhibit I. Promptly after the date hereof, the Company shall, and shall cause the Company Subsidiaries to, identify a chief general counsel and senior financial officer of the Company or Company Subsidiaries acceptable to the Buyers. In furtherance (and not in limitation) of the foregoing, between th...
Information Prior to Closing. From the date hereof to and including the Closing Date, Seller shall cause the Companies and the Companies’ Subsidiaries to make the management and other employees of the Companies and the Companies’ Subsidiaries reasonably available to the Buyers and certain of their authorized representatives and provide the Buyers and their accountants, legal counsel and certain of their other authorized representatives (including, in each case and without limitation, the financing sources and their representatives) reasonable access during normal business hours to, and permit such Persons to review, upon a mutually agreed schedule, the properties, books, Contracts, accounts and records of the Companies and Companies’ Subsidiaries, and to provide or assist in providing such other information to the Buyers and certain of its authorized representatives as shall have been reasonably requested by the Buyers or such authorized representatives (including, without limitation, if requested by the Buyers) in order that the Buyers may have the opportunity to make such investigation as they shall desire to make of the affairs of the Companies and the Companies’ Subsidiaries.
Information Prior to Closing. (a) Subject to the provisions of Section 5.6 and Applicable Law and the confidentiality obligations set forth in the Confidentiality Agreement, between the date hereof and the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, MLIM Parent shall, and shall cause the MLIM Controlled Affiliates to, and BlackRock shall, and shall cause the BlackRock Controlled Affiliates to, instruct their respective management personnel to reasonably cooperate with the other party and its representatives during normal business hours and provide the other party and its accountants, employees, attorneys and other representatives acting on behalf of the other party with reasonable access during normal business hours to, and permit such Persons to review, their respective properties, books, Contracts, accounts and records, and shall provide such other information to the other party and its representatives as they may reasonably request; provided that any such access and review shall be granted and conducted in such man-
Information Prior to Closing. During the period from the date ---------------------------- hereof to the Closing Date, MJD and the Company covenant and agree to cause the management of MJD, the Company and the Subsidiaries to be made available to the Buyers and their authorized representatives and provide the Buyers and their accountants, legal counsel and other authorized representatives reasonable access during normal business hours to, and permit such Persons to review, the properties, books, Contracts, accounts and records of the Company and the Subsidiaries, and to provide such other information to the Buyers and their authorized representatives as shall have been reasonably requested by the Buyers or such authorized representatives concerning the Company, any Subsidiary or the assets or business of the Company or any
Information Prior to Closing. Seller shall provide, and cause the Company to provide, Buyer and its Representatives (i) access to, and permit Buyer and its Representatives to review, the Company’s properties, assets, Contracts, accounts, books and records, (ii) financial and operating data and any other information relating to the Company as Buyer or its Representatives may reasonably request, and (iii) such other information as shall have been reasonably requested by Buyer or its Representatives for purposes of consummating the Transactions. Seller shall instruct the employees, counsel and advisors of the Company to reasonably cooperate with Buyer in its investigation of the Company. Notwithstanding any provision of this Agreement to the contrary, neither Seller nor the Company shall be required to provide access to or disclose information to Buyer or its Representatives where such access or disclosure would jeopardize the attorney-client privilege of the Person in control or possession of such information or violate any applicable Law (including any applicable Law regarding the privacy of customers); provided, that Seller shall inform Buyer of the general nature of the document or information being withheld and reasonably cooperate with Buyer to provide such document or information in a manner that would not result in the loss or waiver of such privilege or violation of such applicable Law, or unless such access or disclosure can be provided pursuant to a joint defense, common interest or similar agreement,
Information Prior to Closing. From the date hereof to and including the Closing Date, the Company Group will make the management and other Employees of the Company Group reasonably available to the Buyer and certain of its authorized representatives (including, in each case and without limitation, financing sources) and provide the Buyer and its accountants, legal counsel and certain of its other authorized representatives reasonable access during normal business hours to, and permit such Persons to review, upon a mutually agreed schedule, the properties, books, contracts, accounts and records of the Company Group, and to provide or assist in providing such other information to the Buyer and certain of its authorized representatives as shall have been reasonably requested by the Buyer or such authorized representatives (including, without limitation, if requested by the Buyer (i) facilitating contact between the Buyer and the Company Group’s Employees, accountants and consultants and other Persons (including material customers) with whom the Company Group have meaningful business relationships and (ii) shall use reasonable best efforts to cause the Company Group’s accountants to make available to the Buyer and its authorized representatives all of such accountants’ existing workpapers relating to the audit of the Company’s accounts) in order that the Buyer may have the opportunity to make such investigation as they shall desire to make of the affairs of the Company Group.
Information Prior to Closing. From the date hereof to and including the Closing Date, Sellers and the Shareholders will make the management and other employees of Sellers reasonably available to Buyers and their authorized representatives and provide Buyers and their ac- countants, legal counsel and other authorized representatives reasonable access during normal business hours to, and permit such persons to review, the properties, books, contracts, accounts and records of Sellers, and to provide or assist in providing such other information to Buyers and their authorized representatives as shall have been reasonably requested by Buyers or such authorized representatives (including, if requested by Buyers, (i) facilitating contact between Buyers' and Sellers' employees, accountants and consultants and, with the consent of the Sellers' Representative, other Persons with whom Sellers have meaningful business relationships and (ii) causing Sellers' accountants to make available to Buyers and Buyers' authorized representatives all of such accountants' existing workpapers) in order that Buyers may have the opportunity to make such investigation as they shall desire to make of the affairs of Sellers, the Assets and the Business.
Information Prior to Closing. During the period from the date hereof to the Closing Date, Sellers will cause TDI to make the management of TDI and the Subsidiaries available to Buyer and its authorized represen tatives and provide Buyer and its accountants, legal counsel and other authorized representatives reasonable access during normal business hours to, and permit such Persons to review, the properties, books, Contracts, accounts and records of TDI and the Subsidiaries, and to provide such other information to Buyer and its authorized representatives as shall have been reasonably requested by Buyer or such authorized representatives concerning TDI or any Subsidiary. The rights of Buyer under this Section shall not be exercised in such a manner as to interfere unreasonably with the conduct of the business of TDI or any Subsidiary.
Information Prior to Closing. From the date hereof to and including the Closing Date, Seller shall cause the Companies and the Companies’ Subsidiaries to make the management and other employees of the Companies and the Companies’ Subsidiaries reasonably available to Buyer and the Buyer Subsidiaries and certain of their authorized representatives and provide Buyer and the Buyer Subsidiaries and their accountants, legal counsel and certain of their other authorized representatives (including, in each case and without limitation, financing sources and their representatives) reasonable access during normal business hours to, and permit such Persons to review, upon a mutually agreed schedule, the properties, books, Contracts, accounts and records of the Companies and Companies’ Subsidiaries, and to provide or assist in providing such other information to Buyer and Buyer Subsidiaries and certain of their authorized representatives as shall have been reasonably requested by Buyer or the Buyer Subsidiaries or such authorized representatives (including, without limitation, if requested by Buyer or the Buyer Subsidiaries) in order that Buyer and the Buyer Subsidiaries may have the opportunity to make such investigation as they shall desire to make of the affairs of the Companies and the Companies’ Subsidiaries.
Information Prior to Closing. Subject to the provisions of Section 6.5, from the date of this Agreement to the Closing Date, the Companies will provide Buyer and its accountants, employees, partners, attorneys, prospective lenders, investors and other authorized representatives (collectively, the "Representatives") access to, and permit such Persons to review, their properties, books, contracts, accounts and records (including Returns), and shall provide such other information to Buyer and its Representatives as shall have been reasonably requested by them, in order that Buyer may have the opportunity to make such investigation as it shall desire to make of the affairs of each Company and each Dealership. The Companies shall also make their management available to Buyer and its Representatives for discussions. The Companies shall provide Buyer with copies of all monthly financial statements and other periodic reports provided to the Manufacturers at the same time that such statements and reports are provided to such Manufacturer. At all times prior to the Closing Date, the Companies and Sellers shall promptly notify Buyer in writing of any fact, condition, event or occurrence that (a) could reasonably be expected to result in the failure of any of the conditions contained in Article VII to be satisfied or (b) causes or constitutes a breach of any representation or warranty as of the date of this Agreement or that would cause or constitute a breach of any representation or warranty had the representation or warranty been made as of the time of occurrence or discovery of the fact, condition, event or occurrence. Should any such fact, condition, event or occurrence require any change in the Sellers' Disclosure Letter furnished pursuant to this Agreement if the Sellers' Disclosure Letter were dated the date of the occurrence or discovery of the fact or condition, Sellers shall promptly deliver to Buyer Sellers' Supplemental Disclosure Letter specifying the change as required by Section 6.8.