Purchaser Access Sample Clauses

Purchaser Access. From the date hereof through the Closing Date, upon reasonable advance written notice and without unreasonable disruption to Sellers and the operation of the Assets, except as prohibited by applicable Law, Sellers shall afford Purchaser and its representatives reasonable access during normal business hours to (a) the Assets as Purchaser may from time to time reasonably request, (b) the assets, books and records of Sellers that relate to the Assets as the Purchaser may from time to time reasonably request, (c) subject to the prior approval of Sellers, the contractors of Sellers as Purchaser may from time to time reasonably request, provided that each of Purchaser and Sellers, at its election, may have a representative present in connection with Purchaser’s access to any such contractor, and (d) financial and operating data and other information relating to the Assets as Purchaser may from time to time reasonably request. The Parties confirm that any information provided pursuant to this Section 8.3(a), shall be governed by ARTICLE XI of this Agreement and that certain Mutual Non-Disclosure Agreement entered into between Purchaser, Xxxx Capital Partners and Xxxxxxx X. Xxxx and his Affiliates dated October 13, 2015 (the “Confidentiality Agreement”).
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Purchaser Access. Subject to Applicable Law and upon reasonable notice, Seller will, and will cause its Affiliates to, cooperate with the Purchaser and its authorized representatives (including legal counsel and independent accountants) to provide access at reasonable business hours prior to the Closing Date to the Product Records and will instruct its employees, counsel and other representatives to cooperate with the Purchaser in its investigation of the Purchased Assets; provided that any such access by the Purchaser shall not unreasonably interfere with the conduct of the business of Seller. On and after the Closing Date, Seller will afford the Purchaser and its authorized representatives (including legal counsel and independent accountants) reasonable access to its books of account, financial and other records, information, employees and auditors only to the extent necessary for the Purchaser to defend against, respond to or otherwise participate in any audit, investigation, dispute or litigation relating to the Purchased Assets; provided that any such access by the Purchaser shall not unreasonably interfere with the conduct of the business of Seller. The Purchaser will hold, and will use commercially reasonable efforts to cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of Applicable Law, all confidential documents and information concerning Seller or the Products, Purchased Assets or the Product Business made available to it pursuant to this Section 5.1.
Purchaser Access. Between the date hereof and the Closing Date, (i) authorized representatives of Purchaser shall have reasonable access to all properties, books, records, Contracts and documents of Seller, (ii) Seller will furnish to Purchaser all information with respect to the affairs and the Business of Seller that Purchaser may reasonably request, and (iii) Purchaser shall have the right to discuss the affairs and the Business of Seller with certain employees of Seller; provided, however, that Purchaser shall not contact any employee or customer of Seller unless such employee or Purchaser receives the prior authorization of the Chairman of the Board of Seller.
Purchaser Access. After cessation or expiry of occupancy or presence by Purchaser or the relevant Asset Purchaser or member of the Purchaser Group of any Short Presence Property and upon reasonable notice to GM, and without undue disruption, Purchaser and its representatives may enter the relevant Short Presence Property to:
Purchaser Access. Prior to the Closing, (i) authorized representatives of Purchaser shall have reasonable access to the properties, books, records, and documents of Seller pertaining to the PRENATE Business, (ii) Seller will furnish to Purchaser all information with respect to the affairs of the PRENATE Business that Purchaser may reasonably request, and (iii) Purchaser shall have the right, with Seller's prior consent and participation, which consent shall not be unreasonably withheld, to contact Patheon and Banner.
Purchaser Access. (a) The Vendors agree to allow the Purchaser access to the Algae Plant, the Records and other IP Assets on reasonable notice and at all reasonable times before the Settlement Date to enable the Purchaser to become familiar with the IP and the Algae Plant. (b) Any information obtained by the Purchaser as a result of such access will be deemed to constitute Confidential Information for the purposes of clause 15.
Purchaser Access. 5.2.1 The Corporation and the Vendors shall cause the Corporation and the SPV to (i) permit Representatives, during the Interim Period, without undue interference to the ordinary conduct of the business of the Corporation or the SPV, to have reasonable access upon reasonable notice to the assets of the Corporation, the SPV and the Joint Venture Project and any information relating to the Corporation, the SPV or the Joint Venture Project, and
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Purchaser Access. The Purchasers and their respective agents, contractors and employees have a licence, exercisable on 24 hours prior written notice to the District, to enter upon the District Land from time to time prior to the Completion Date, at the Purchasers’ sole risk and expense, for the purpose of making inspections, surveys, tests and studies of the District Land. the Purchasers agree to:
Purchaser Access. The Purchaser, its agents, contractors and employees have, prior to the Completion Date, a licence, exercisable on 24 hours prior written notice to the Vendor, to enter upon the Closed Road at times and in a manner deemed appropriate by the Vendor in light of the present uses of the Closed Road, at the Purchaser’s sole risk and expense, for the purpose of making inspections, surveys, tests and studies of the Closed Road. The Purchaser agrees to:

Related to Purchaser Access

  • Purchaser's Investment Representations Each Purchaser hereby represents (i) that it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchaser, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent such Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of SECTION 4 hereof. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE] AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE PURCHASE AGREEMENT, DATED AS OF SEPTEMBER __, 2001 BY AND AMONG THE ISSUER (THE "COMPANY") AND CERTAIN INVESTORS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE."

  • Purchaser Closing Deliveries At the Closing, Purchaser shall deliver, or cause to be delivered, the following:

  • Purchaser Representative (a) Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx in the capacity as the Purchaser Representative, as its agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchaser, to act on behalf of Purchaser from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee any indemnification claims by any of them in accordance with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.4; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of Purchaser any provision of this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaser; (v) signing on behalf of Purchaser any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaser; (vi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (vii) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viii) otherwise enforcing the rights and obligations of any Purchasers under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaser, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchaser. All decisions and actions by the Purchaser Representative shall be binding upon Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 are irrevocable and coupled with an interest. The Purchaser Representative hereby accepts its appointment and authorization as the Purchaser Representative under this Agreement.

  • Purchaser Deliveries At the Closing, Purchaser shall deliver to Seller:

  • Purchaser Representation Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof, has no present intention of distributing any of such Securities and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

  • Deliveries at Closing At the Closing:

  • Purchaser Representations In connection with the issuance and acquisition of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows:

  • Purchaser's Representations Purchaser represents and warrants to Seller as follows:

  • Seller Closing Deliveries No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items:

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