Access to Information; Environmental Audits Sample Clauses

Access to Information; Environmental Audits. At all times before the Closing, the Seller shall provide the Purchaser, its agents, employees, consultants, and representatives, with continuing and reasonable access to all files, books, records and other materials in the Seller's possession or control relating to the Properties and the right to examine, inspect and make copies of such materials as appropriate (including for the purpose of reviewing or preparing pro forma financial statements required pursuant to Article 11 of Regulation S-X of the SEC). During such period, the Seller shall also provide for such parties to have reasonable physical access to the Properties for the purpose of conducting surveys, architectural, engineering, geotechnical and environmental inspections and tests (including sampling and invasive testing for the presence of Materials of Environmental Concern performed in connection with Phase I and Phase II environmental audits), feasibility studies and any other inspections, studies or tests reasonably required by them, provided, however, that the Purchaser shall obtain the Seller's prior approval (which shall not be unreasonably withheld) for any invasive testing. With reasonable advance notice to the Seller, the Purchaser may conduct a "walk- through" of resident units upon appropriate notice to residents and subject to the rights of residents. In the course of its investigations, the Purchaser may make inquiries to third parties, including, without limitation, contractors, property managers, lenders, residents and Government Entities. The Purchaser shall keep the Properties free of any Liens claimed by the Purchaser's contractors or consultants in connection with such entry and will indemnify, defend and hold the Seller harmless from all Claims and Liabilities caused by the Purchaser, its contractors or consultants that are asserted against or incurred by the Seller as a result of such entry and investigation. Any Liability or loss and expense related to a condition of any Property discovered or disclosed by the Purchaser or any consultant or contractor of the Purchaser in connection with such investigation is not a Liability that is covered by this indemnity. No investigation made by the Purchaser shall limit, qualify or modify any representation, warranty, covenant or agreement made by the Purchaser hereunder, notwithstanding the knowledge and information obtained as a result of any such investigation, but if the Purchaser discovers as a result of any investigation made by...
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Access to Information; Environmental Audits. (a) The Sellers and the Owners have delivered to the Acquirer, or shall deliver not later than five (5) days following the Effective Date, legible, true, correct and complete copies of the items set forth in Exhibit ------- 2.5(a)(i). At all times before the Closing, each Seller and Owner shall provide --------- or cause to be provided to the Acquirer and its affiliates, their respective agents, employees, consultants and representatives, with continuing and reasonable access to all files, books, records and other materials in the possession or control of the Sellers and the Owners, as the case may be, relating to the Properties and to the operations, assets and liabilities of the Owners (including, without limitation, the items set forth in Exhibit ------- 2.5(a)(ii)) and the right to examine, inspect and make copies of such materials ----------- as appropriate; provided, however, that all documents delivered to the Acquirer in original form before the Effective Date are subject to the letter agreement dated June 22, 1999, between the Acquirer and MMR Holdings.
Sample 1
Access to Information; Environmental Audits. At all times before the Closing Date, each Contributor and Title Holding Partnership shall provide the Company and its affiliates, their respective agents, employees, consultants and representatives, with continuing and reasonable access to all files, books, records and other materials in the possession or control of such Contributor or Title Holding Partnership relating to the Properties and to the operations, assets and liabilities of such Contributor or Title Holding Partnership and the right to examine, inspect and make copies of such materials as appropriate. During such period, each Contributor and Title Holding Partnership shall also provide for such parties to have reasonable physical access to the Properties for the purpose of conducting surveys, architectural, engineering, geotechnical and environmental inspections and tests (including sampling and invasive testing for the presence of Hazardous Materials performed in connection with Phase I environmental audits and, if necessary and with the prior written approval of the Contributor, Phase II environmental audits), feasibility studies and any other inspections, studies or tests reasonably required by them. If such prior written approval of a Contributor or Title Holding Partnership to perform such a Phase II environmental audit is not provided, such Property shall not be contributed, directly or indirectly, to the Partnership unless the Company shall agree. The Company may conduct a "walk-through" of tenant spaces upon reasonable and appropriate notice to tenants and subject to the rights of tenants. In the course of its investigations, the Company may make inquiries to third parties including, without limitation, contractors, property managers, parties to TI Contracts, Repair Contracts or Service Contracts, if any, lenders, tenants and municipal, local and other governmental officials and representatives.
Sample 1

Related to Access to Information; Environmental Audits

  • Access to Information; Independent Investigation Prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s own knowledge and understanding of the Company and its business based upon Subscriber’s own due diligence investigation and the information furnished pursuant to this paragraph. Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 2 and Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.

  • Environmental Audits and Reports As soon as practicable following receipt thereof, copies of all final environmental audits, investigations, analyses and reports of any kind or character, whether prepared by personnel of Holdings or any of its Subsidiaries or by independent consultants, Government Authorities or any other Persons, with respect to significant environmental matters at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

  • Access to Certain Documentation and Information Regarding the Collateral; Audits The Collateral Custodian shall provide to the Administrative Agent access to the Required Asset Documents and all other documentation regarding the Collateral including in such cases where the Administrative Agent is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon two Business Days prior written request, (ii) during normal business hours and (iii) subject to the Servicer’s and Collateral Custodian’s normal security and confidentiality procedures. Prior to the Closing Date and periodically thereafter at the discretion of the Administrative Agent, the Administrative Agent may review the Servicer’s collection and administration of the Collateral in order to assess compliance by the Servicer with the Credit and Collection Policy, as well as with this Agreement and may conduct an audit of the Collateral, Required Asset Documents in conjunction with such a review. Such review shall be reasonable in scope and shall be completed in a reasonable period of time. Without limiting the foregoing provisions of this Section 8.10, from time to time on request of the Administrative Agent, the Collateral Custodian shall permit certified public accountants or other auditors acceptable to the Administrative Agent to conduct, at the Servicer’s expense, a review of the Required Asset Documents and all other documentation regarding the Collateral.

  • Access to Information; Cooperation LTC and Healthcare and their authorized agents shall be given reasonable access to and may take copies of all information relating to the subjects of this Agreement (to the extent permitted by federal and state confidentiality laws) in the custody of the other Party, including any agent, contractor, subcontractor, agent or any other person or entity under the contract of such Party.

  • Access to Information Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded, (i) 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; (ii) 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 (iii) 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 Purchaser acknowledges and agrees that neither the Placement Agent nor any Affiliate of the Placement Agent has provided such Purchaser 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 Purchaser agrees need not be provided to it. In connection with the issuance of the Securities to such Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to such Purchaser.

  • Environmental Compliance and Reports Borrower shall comply in all respects with any and all Environmental Laws; not cause or permit to exist, as a result of an intentional or unintentional action or omission on Borrower's part or on the part of any third party, on property owned and/or occupied by Borrower, any environmental activity where damage may result to the environment, unless such environmental activity is pursuant to and in compliance with the conditions of a permit issued by the appropriate federal, state or local governmental authorities; shall furnish to Lender promptly and in any event within thirty (30) days after receipt thereof a copy of any notice, summons, lien, citation, directive, letter or other communication from any governmental agency or instrumentality concerning any intentional or unintentional action or omission on Borrower's part in connection with any environmental activity whether or not there is damage to the environment and/or other natural resources. Additional Assurances. Make, execute and deliver to Lender such promissory notes, mortgages, deeds of trust, security agreements, assignments, financing statements, instruments, documents and other agreements as Lender or its attorneys may reasonably request to evidence and secure the Loans and to perfect all Security Interests.

  • Compliance with Environmental Laws; Environmental Reports (a) Comply, and cause all lessees and other persons occupying Real Property owned, operated or leased by any Company to comply, in all material respects with all Environmental Laws and Environmental Permits applicable to its operations and Real Property; obtain and renew all material Environmental Permits applicable to its operations and Real Property; and conduct all Responses required by, and in accordance with, Environmental Laws; provided that no Company shall be required to undertake any Response to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP.

  • Environmental Audits From time to time, as requested by Lender, at the sole expense of Borrower, Borrower shall provide Lender, or its designee, complete access to all of Borrower's facilities for the purpose of conducting an environmental audit of such facilities as Lender or its designees may deem necessary. Borrower agrees to cooperate with Lender with respect to any environmental audit conducted by Lender or its designee pursuant to this Section 5.10.

  • Environmental Reports and Audits As soon as practicable following receipt thereof, copies of all environmental audits and reports with respect to environmental matters at any Facility or which relate to any environmental liabilities of Holdings or its Subsidiaries which, in any such case, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;

  • Environmental Matters; Environmental Reviews (a) Each Restricted Person will comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters and shall obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations and will maintain such authorizations in full force and effect.

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