Common use of Review of the Company Clause in Contracts

Review of the Company. The Purchaser may, prior to the Closing Date, through their representatives, review the properties, books and records of the Company and each of its subsidiaries and its financial and legal condition as they deem necessary or advisable to familiarize themselves with such properties and other matters; such review shall not, however, affect the representations and warranties made by the Shareholders hereunder or the remedies of the Purchaser for breaches of those representations and warranties. The Shareholders shall cause the Company and each of its subsidiaries to permit the Purchaser and their representatives to have, after the date of execution of this Agreement, full access to the premises and to all the books and records of the Company and its subsidiaries and to cause the officers of the Company and each of its subsidiaries to furnish the Purchaser with such financial and operating data and other information with respect to the business and properties of the Company and its subsidiaries as the Purchaser shall from time to time reasonably request. In the event of termination of this Agreement, the Purchaser shall keep confidential any material information obtained from the Shareholders or the Company or any subsidiary concerning the Company's and its subsidiaries' respective properties, operations and business (unless readily ascertainable from public or published information or trade sources) until the same ceases to be material (or becomes so ascertainable) and, at the request of the Shareholders, shall return to the Company and its subsidiaries all copies of any schedules, statements, documents or other written information obtained in connection therewith. The Shareholders shall deliver or cause to be delivered such additional instruments as the Purchaser may reasonably request for the purpose of consummating the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Securities Exchange Agreement (Brighton Technologies Corp), Securities Exchange Agreement (Global Itechnology Inc)

AutoNDA by SimpleDocs

Review of the Company. The (a) Purchaser and its financing sources may, prior to the Closing DateClosing, directly or through their respective representatives, including, their accountants, actuaries and attorneys, review the properties, books and records of the Company Companies and each of its subsidiaries and its their financial and legal condition as they deem to the extent it reasonably believes necessary or advisable to familiarize themselves itself with such properties and other matters; such matters and, to the extent related to the Excluded Liabilities, the books and records of Seller. Such review shall not, however, affect the representations and warranties made by the Shareholders hereunder Seller in this Agreement or the remedies of the Purchaser for breaches of those representations and warranties. The Shareholders Seller shall cause the Company and each of its subsidiaries the Companies to permit the Purchaser and their its representatives to have, after the date of execution of this Agreement, full reasonable access during normal business hours to the premises and to all the books and records of the Company Companies provided that such access shall not unreasonably interfere with any of the business or operations of Seller or the Companies, and its subsidiaries and to Seller shall cause the officers officers, employees, counsel, accountants, consultants and other representatives of the Company and each of its subsidiaries Companies and/or Seller to furnish the Purchaser with such financial and operating data and other information with respect to the business and properties of the Company and its subsidiaries Companies as the Purchaser shall from time to time reasonably request. In the event of termination of this Agreement, the Purchaser shall keep confidential agrees not to contact any material information obtained from the Shareholders or the Company or any subsidiary concerning the Company's and its subsidiaries' respective properties, operations and business (unless readily ascertainable from public or published information or trade sources) until the same ceases to be material (or becomes so ascertainable) and, at the request of the Shareholders, shall return Companies’ customers prior to the Company and its subsidiaries all copies of any schedules, statements, documents or other written information obtained Closing in connection therewith. The Shareholders shall deliver or cause regard to be delivered such additional instruments as the Purchaser may reasonably request for the purpose of consummating the transactions contemplated by this AgreementAgreement without Xxxxxx Xxxxxxxx’ prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Appears in 1 contract

Samples: Purchase Agreement (Global Power Equipment Group Inc/)

AutoNDA by SimpleDocs

Review of the Company. The Purchaser may, prior to the Closing Date, through their representatives, review the properties, books and records of the Company and each of its subsidiaries and its financial and legal condition as they deem necessary or advisable to familiarize themselves with such properties and other matters; such review shall not, however, affect the representations and warranties made by the Shareholders hereunder or the remedies of the Purchaser for breaches of those representations and warranties. The Shareholders shall cause the Company and each of its subsidiaries to permit the Purchaser and their representatives to have, after the date of execution of this Agreement, full access to the premises and to all the books and records of the Company and its subsidiaries and to cause the officers of the Company and each of its subsidiaries to furnish the Purchaser with such financial and operating data and other information with respect to the business and properties of the Company and its subsidiaries as the Purchaser shall from time to time reasonably request. In the event of termination of this Agreement, the Purchaser shall keep confidential any material information obtained from the Shareholders or the Company or any subsidiary concerning the Company's and its subsidiaries' respective properties, operations and business (unless readily ascertainable from public or published information or trade sources) until the same ceases to be material (or becomes so ascertainable) and, at the request of the Shareholders, shall return to the Company and its subsidiaries all copies of any schedules, statements, documents or other written information obtained in connection therewith. The Shareholders shall deliver or cause to be delivered such additional instruments as the Purchaser may reasonably request for the purpose of consummating the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Securities Exchange Agreement (Glengarry Holdings LTD)

Time is Money Join Law Insider Premium to draft better contracts faster.