Access to Information. Such Buyer acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Documents and has been afforded, # the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; # access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and # the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Such Buyer acknowledges and agrees that neither Oppenheimer & Co. Inc. (the Placement Agent) nor any affiliate (as defined in Rule 501(b) under the 1933 Act) of the Placement Agent has provided such Buyer with any information or advice with respect to the Securities nor is such information or advice necessary or desired. Neither the Placement Agent nor any affiliate has made or makes any representation as to the Company or the quality of the Securities and the Placement Agent and any affiliate may have acquired non-public information with respect to the Company which such Buyer agrees need not be provided to it. In connection with the issuance of the Securities to such Buyer, neither the Placement Agent nor any of its affiliates has acted as a financial advisor or fiduciary to such Buyer.
From the Execution Date until the earlier of the termination of this Agreement or the Closing Date, upon reasonable prior written request, subject to [Section 7.1(c)], and except as determined by the Company in good faith to be appropriate to ensure compliance with any applicable Laws and, except as determined by the Company in good faith to reasonably be expected to violate the attorney-client privilege, other legal privilege or any contractual confidentiality obligations (provided that no such exception shall apply to or otherwise limit the disclosure required by any of the representations and warranties in [Article IV] and, in the case of any such exception properly relied upon, the Company shall provide prompt written notice to Purchaser of its determination to withhold information and the basis therefor), the Company shall and shall cause its Subsidiaries to afford each Designated Representative reasonable access to the offices, properties (including the Real Property), books and records of the Company; provided, however, that # such access shall be conducted during normal business hours under the supervision of the Company’s personnel and in such a manner so as not to interfere with the normal operations of the Company or any of its Subsidiaries; # the auditors and accountants of the Company or any of its Subsidiaries shall not be obligated to make any work papers (to the extent extant) available to any Person unless and until such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants; # if the Parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with this [Section 7.1(a)] shall be subject to applicable rules relating to discovery; and # any access to the Company’s properties shall be subject to the Company’s reasonable security and insurance measures and shall be subject to any restrictions applicable to the properties, including the terms of any leases.
Access to Records. To the extent not inconsistent with this Agreement and any applicable privacy protection laws or regulations or Privacy Contracts, access to such records and information, as described in this Section 2.4, after the Distribution Date, will be provided to members of the Group and members of the Group in accordance with the Separation Agreement. In addition, shall be provided reasonable access to those records necessary for its administration of any benefit plans, policies, arrangements or programs on behalf of Employees and Former Employees after the Distribution Date, as permitted by any applicable privacy protection laws or regulations or Privacy Contracts. shall also be permitted to retain copies of all agreements with any Employee or Former Employee in which any member of the Group has a valid business interest. In addition, shall be provided reasonable access to those records necessary for its administration of any benefit plans, policies, arrangements or programs on behalf of Employees and Former Employees after the Distribution Date, as permitted by any applicable privacy protection laws or regulations or Privacy Contracts. shall also be permitted to retain copies of all agreements with any Employee or Former Employee in which any member of the Group has a valid business interest.
Access to Information. Between February 4, 2016, the Effective Date of the Letter of Intent, and the Closing Date, Seller, during normal business hours, has # given Buyer and its authorized representatives reasonable access to all books, records in Seller’s possession, or to which Seller has a right of access with respect to the Leases, # given Buyer the opportunity to discuss the Leases with such officers, directors, accountants, consultants and counsel of the Seller as Buyer deems reasonably necessary or appropriate for the purpose of familiarizing itself with the Leases, # caused its employees to furnish Buyer with such financial and operating data and other information with respect to the Leases as Buyer may have requested, and # permitted Buyer to conduct such field inspections as Buyer may have requested. Seller makes no warranty or representation of any kind as to accuracy or completeness of the books and records or any information contained therein, except that Seller does not have actual knowledge that any of such books and records, or any of the information contained therein, is materially false or misleading.
Books, Records, Access. Borrower shall # maintain, or cause to be maintained, adequate books, accounts and records with respect to the Borrower in which full and correct entries shall be made of all financial transactions and the assets and business of the Borrower; # prepare all financial statements required hereunder, in each case in accordance with GAAP and in compliance with the regulations of any Governmental Authority having jurisdiction thereof; and # subject to requirements of Governmental Authorities, safety requirements and existing confidentiality restrictions imposed upon Borrower by any other Person, permit employees or agents of Lender at any reasonable times and upon reasonable prior notice to Borrower, # to inspect all of the Borrower’s properties # to examine or audit all of the Borrower’s books, accounts and records and to make copies and memoranda thereof, and # to discuss the business, operations, properties and financial and other conditions of the Borrower with officers and employees of the Borrower and with its independent certified public accountants.
Access to Information. Grantee has had access to all information regarding the Company and its present and prospective business, assets, liabilities and financial condition that Grantee reasonably considers important in making the decision to acquire the Shares, and Grantee has had ample opportunity to ask questions of the Company's representatives concerning such matters and this investment.
Access to Information. Such Member has had an opportunity to ask questions and discuss the Companys business, management and financial affairs with the Company, and such questions were answered to its satisfaction. Such Member acknowledges that it is familiar with all aspects of the Companys business.
Tenants Access Rights. Landlord hereby agrees to permit Tenant access, at Tenants sole risk and expense, to the Premises # 45 days prior to the Commencement Date to perform any work (Tenants Work) required by Tenant other than Landlords Work, provided that such Tenants Work is coordinated with the Tl Architect and the general contractor, and complies with the Lease and all other reasonable restrictions and conditions Landlord may impose, and # prior to the completion of Landlords Work, to inspect and observe work in process; all such access shall be during normal business hours or at such other times as are reasonably designated by Landlord. Notwithstanding the foregoing, Tenant shall have no right to enter onto the Premises or the Project unless and until Tenant shall deliver to Landlord evidence reasonably satisfactory to Landlord demonstrating that any insurance reasonably required by Landlord in connection with such pre-commencement access (including, but not limited to, any insurance that Landlord may require pursuant to the Lease) is in full force and effect. Any entry by Tenant shall comply with all established safety practices of Landlords contractor and Landlord until completion of Landlords Work and acceptance thereof by Tenant.
The Parties hereto shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to any other party and its representatives reasonable access during normal business hours during the period prior to the Closing Date of the Agreement to its properties, books, contracts, commitments, personnel and records and, during such period, the parties shall, and shall cause each of its officers, employees and representatives to, furnish promptly to any other party all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of each Party set forth herein and compliance by each Party of its obligations hereunder, during the period prior to the Closing Date of the Exchange, each party shall provide each other party and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable each party to confirm the accuracy of the representations and warranties of each other party set forth herein and compliance by each party of their obligations hereunder, and, during such period, cause its, officers, employees and representatives to, furnish promptly to each party upon its request # a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and # all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request.
Access to Clinical Records. Subject to any applicable medical ethics limitations and all other limitations and requirements imposed by law, each of the parties shall provide to the other access, at all reasonable times and upon reasonable request, to records relating to Provider for all legal purposes, including internal recordkeeping and legal compliance, as required in response to legal or administrative processes, and for all other lawful purposes for a period not shorter than the applicable statute of limitations for any claim which may be asserted against Manager or Provider arising from or pursuant to this Agreement. This provision shall survive termination of this Agreement.
AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.
And AllDrafts generates clean Word and PDF files from any draft.