Access to Records and Financial Information Sample Clauses

Access to Records and Financial Information. Subject to the ------------------------------------------- restrictions contained in Section 5.1 above, Purchaser and Purchaser's authorized representatives and employees shall have the right, at Purchaser's sole cost, risk and expense, from time to time to enter upon and pass through the Hotel during normal business hours and upon reasonable notice to Seller to examine and inspect all of the then existing books, records, surveys, plans, specifications, permits, certificates of occupancy and other files that are relevant to the management, ownership, operation, use, occupancy, construction or leasing of the Hotel, are in Seller's possession or control, and have not been otherwise provided to Purchaser as required elsewhere herein. Further, and not in limitation of Section 5.2(ii) above, Purchaser's representatives shall have access to all existing financial and other information relating to the Hotel to enable them to prepare audited financial statements in conformity with Regulation S-X of the Securities and Exchange Commission (the "SEC") and to enable them to prepare a registration statement, report or disclosure statement for filing with the SEC on behalf of the REIT and/or its affiliates. Prior to the end of the Review Period, Seller shall also provide to Purchaser's representatives a signed representation letter sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Hotel, such letter to be substantially in the form of Exhibit E --------- hereto. To the extent that the Financial Statements provided by Seller pursuant to Subsection 5.2(ii) hereof for the current year do not include any period up to and including the Closing Date, Seller shall, within twenty-five (25) days after the Closing Date, provide Purchaser with monthly unaudited Financial Statements, including Balance Sheets and income statements applicable to such period inclusive of the Closing Date.
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Access to Records and Financial Information. (i) Buyer and -------------------------------------------- Buyer's authorized representatives and employees shall have the right, at Buyer's sole cost, risk and expense, from time to time to enter upon and pass through the Hotel during normal business hours and upon reasonable notice to Seller to examine and inspect all of the then existing books, records, surveys, plans, specifications, permits, certificates of occupancy and other files that are relevant to the management, ownership, operation, use, occupancy, construction or leasing of the Hotel, are in Seller's possession or control, and have not been otherwise provided to Buyer as required elsewhere herein. (ii) Seller agrees to cooperate with Buyer to obtain any information needed from Seller to enable Buyer and the REIT to file any necessary tax returns. (iii) Without limiting the foregoing and in addition thereto, for the period of time commencing on the date of this Contract and continuing through the second anniversary of the Closing Date, Seller shall, from time to time, upon reasonable advance notice from Buyer, provide Buyer and its designated accountants and employees with access to all financial information in its possession pertaining to the period of Seller's ownership of the Property, which information is relevant and reasonably necessary, in the opinion of Buyer's outside, third party accountants, to enable Buyer, the REIT and their accountants to prepare financial statements in compliance with any or all of (i) Rule 3-14 of Regulation S-X of the Commission, (ii) any other rule issued by the Commission and applicable to Buyer or the REIT and (iii) any registration statement, report or disclosure statement filed with the Commission by, or on behalf of, Buyer or the REIT; provided, however, that in any such event(s), Buyer shall reimburse Seller for third party, out-of-pocket costs and expenses that Seller incurs in order to comply with the foregoing requirements. Seller acknowledges and agrees that the following is a representative description of the information and documentation that Buyer, the REIT and their accountants' may require to be provided (to the extent in the Seller's possession or control as of the date of this Contract and not turned over to Buyer or the REIT, or their respective Affiliates at Closing) in order to comply with clauses (i), (ii) or (iii) of the previous sentence: (1) applicable rent rolls for the eleven (11) calendar months immediately preceding the calendar mo...
Sample 1
Access to Records and Financial Information. AEGIS and AEGIS's authorized representatives and employees shall have the right, at AEGIS's sole cost, risk and expense, from time to time, subject to the rights of tenants, to enter upon and pass through the Property during normal business hours and upon reasonable notice to Crossroads or any of the Contributors, as applicable, to examine and inspect all of the then existing books, records, surveys, plans, specifications, permits, certificates of occupancy and other files that are relevant to the management, ownership, operation, use, occupancy, construction or leasing of the Property, are in the possession or control of Crossroads or any Contributors, and have not been otherwise provided to AEGIS as required elsewhere herein. Further, and not in limitation of Section 5.2 above, AEGIS's representatives shall have access to all financial and other information relating to the Property and to enable them to prepare a registration statement, report or disclosure statement for filing with the Securities and Exchange Commission (the "SEC") on behalf of the REIT and/or its affiliates. Prior to the end of the Review Period, Crossroads shall also provide to AEGIS's representatives a signed representation letter sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Property, such letter to be in the form of Exhibit I hereto subject to the further requirements of such accountant. To the extent that the Financial Statements provided by Crossroads pursuant to Subsection 5.2 hereof for the current year do not include any period up to and including the Closing Date, Crossroads shall, within twenty-five (25) days after the Closing Date, provide AEGIS with monthly unaudited Financial Statements, including Balance Sheets, general ledger and income statements applicable to such period inclusive of the Closing Date. From the date hereof until the Closing Date, Crossroads shall deliver to AEGIS each month upon receipt of a copy of the monthly financial report for the Property.
Sample 1
Access to Records and Financial Information. Purchaser and Purchaser's authorized representatives, auditors, agents, employees and lenders shall have the right, prior to Closing, at Purchaser's sole cost, risk and expense, and upon reasonable notice, to examine and inspect, at reasonable times during normal business hours, the then existing books, records, surveys, plans, specifications, permits, certificates of occupancy and other files that are relevant to the management, ownership, operation, use, occupancy, construction or leasing of the Hotel Property, which are in Seller's possession or control, and which have not been otherwise provided to Purchaser as required elsewhere herein. In addition, Purchaser, at its sole cost and expense, may have its agents, employees or auditors conduct an audit of the books and records of the Hotel Property. In connection with Purchaser's inspections and studies Purchaser may engage in discussions with the hotel's General Manager, Controller, Director of Engineering, and Director of Marketing and other hotel personnel. Purchaser and its representatives and employees shall not unreasonably interfere with the operation of the Hotel Property or the right to privacy or, guests and patrons of the hotel. Further, Purchaser's independent public accountant shall have access to all financial and other existing information relating to the Hotel Property sufficient to enable them to prepare audited financial statements in conformity with Regulation S-X of the SEC and to enable them to prepare a registration statement, report or disclosure statement for filing with the SEC on behalf of the Purchaser and/or its affiliates. Prior to Closing, Seller shall also provide to Purchaser's representatives a signed representation letter sufficient to enable such independent public accountant to render an opinion on the financial statements related to the Hotel Property; provided, however, that any information provided by Seller in such letter shall be limited to Seller's actual knowledge.
Sample 1
Access to Records and Financial Information. Purchaser and ------------------------------------------- Purchaser's authorized representatives, auditors, agents, employees and lenders shall have the right, prior to the end of the Review Period, at Purchaser's sole cost, risk and expense, to enter upon and pass through the Hotel during normal business hours and upon at least 48 hours prior notice to Xxxxx Xxxxxx or his designee to examine and inspect the then existing books, records, surveys, plans, specifications, permits, certificates of occupancy and other files that are relevant to the management, ownership, operation, use, occupancy, construction or leasing of the Hotel, which are in Seller's possession or control, and which have not been otherwise provided to Purchaser as required elsewhere herein. No access will be allowed with respect to the Occupancy Agreements or guest room bookings other than the information required in Section 5.2(xv) above. In addition, Purchaser may, upon at least 48 hours prior notice to Xxxxx Xxxxxx or his designee, have its agents, employees or auditors conduct an audit (the "Audit") of the books and records of the Hotel which Audit shall be performed during the Review Period and shall be performed as one generally continuous inspection and not subject to periods of interruption or delay the intention being that Purchaser and its representatives, auditors, agents, employees and lenders will make their best efforts to minimize disruption of Seller's business while still being allowed the opportunity fully to review, examine and inspect all such matters. In connection with Purchaser's inspections and studies during the Review Period, upon at least 48 hours prior notice to Xxxxx Xxxxxx or his designee, Purchaser may engage in discussions with the Hotel's General Manager, Controller, Director of Engineering, and Director of Marketing but is not to engage in discussions with any other Hotel personnel without the specific prior approval of Xxxxx Xxxxxx or his designee which approval for, but only for, other management personnel will not be unreasonably withheld. Purchaser and its representatives and employees shall not unreasonably interfere with the operation of the Hotel or the right to privacy of guests and patrons of the Hotel. Further, and not in limitation of Section 5.2(ii) above, Purchaser's representatives shall have access to all financial and other information relating to the Hotel sufficient to enable them to prepare audited financial statements in conformity wit...
Sample 1
Access to Records and Financial Information 
Sample 1

Related to Access to Records and Financial Information

  • Access to Financial Information Buyer’s representatives shall have access to, and Seller and its Affiliates shall cooperate with Buyer and furnish upon request, all financial and other information relating to the Hotel’s operations to the extent necessary to enable Buyer’s representatives to prepare audited financial statements in conformity with Regulation S-X of the Securities and Exchange Commission (the “SEC”) and other applicable rules and regulations of the SEC and to enable them to prepare a registration statement, report or disclosure statement for filing with the SEC on behalf of Buyer or its Affiliates, whether before or after Closing and regardless of whether such information is included in the Records to be transferred to Buyer hereunder. Seller shall also provide to Buyer’s representative a signed representation letter in form and substance reasonably acceptable to Seller sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Hotel. Buyer will reimburse Seller for costs reasonably incurred by Seller to comply with the requirements of the preceding sentence to the extent that Seller is required to incur costs not in the ordinary course of business for third parties to provide such representation letters. The provisions of this Section shall survive Closing or termination of this Contract.

  • Access to Information and Records During the period commencing thirty (30) days prior to the Closing Date, the Seller shall give Buyer, its counsel, accountants and other representatives (i) access during normal business hours to all of the properties, books, records, contracts and documents of the Seller for the purpose of such inspection, investigation and testing as Buyer deems appropriate (and the Seller shall furnish or cause to be furnished to Buyer and its representatives all information with respect to the business and affairs of the Seller as Buyer may request); (ii) access to employees, agents and representatives for the purposes of such meetings and communications as Buyer reasonably desires; and (iii) access to vendors, customers, manufacturers of its machinery and equipment, and others having business dealings with the Seller. Through the Closing Date, the Buyer and its Affiliates shall not disclose any Proprietary Information obtained pursuant to this paragraph to any third parties and until the Closing Date will not use any such Proprietary Information in the Buyer's business or any affiliated business without the prior written consent of the Seller and then only to the extent specified in that consent. Consent may be granted or withheld at the sole discretion of the Seller. The Buyer shall not contact any suppliers, customers, employees, affiliates or associates to circumvent the purposes of this provision. The Buyer shall take all steps reasonably necessary or appropriate to maintain the strict confidentiality of the Proprietary Information through the Closing Date.

  • ACCESS TO RECORDS AND REPORTS The Contractor must maintain an acceptable cost accounting system. The Contractor agrees to provide the Sponsor, the Federal Aviation Administration, and the Comptroller General of the United States or any of their duly authorized representatives access to any books, documents, papers, and records of the contractor which are directly pertinent to the specific contract for the purpose of making audit, examination, excerpts and transcriptions. The Contractor agrees to maintain all books, records and reports required under this contract for a period of not less than three years after final payment is made and all pending matters are closed.

  • 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.

  • Access to Records The Contractor and its subcontractors, if any, shall maintain all books, documents, papers, accounting records, and other evidence pertaining to all costs incurred under this Contract. They shall make such materials available at their respective offices at all reasonable times during this Contract, and for three (3) years from the date of final payment under this Contract, for inspection by the State or its authorized designees. Copies shall be furnished at no cost to the State if requested.

  • Access to Records and Properties (a) From the date hereof until the Closing Date or earlier termination of this Agreement, Seller will, and will cause the Companies and their Subsidiaries to: (i) provide Purchaser and its officers, counsel and other representatives with reasonable access during normal business hours to the operations of the Companies and their Subsidiaries, their principal personnel and representatives, and such books and records pertaining to the Companies and their Subsidiaries as Purchaser may reasonably request, provided that (A) Purchaser agrees that such access will give due regard to minimizing interference with the operations, activities and employees of the Companies and their Subsidiaries, (B) such access and disclosure would not violate the terms of any agreement to which the Companies or any of their Subsidiaries is bound or any applicable Law and (C) all arrangements for access shall be made solely through Seller; and (ii) furnish to Purchaser or its representatives such additional financial and operating data and other information relating to the Companies and their Subsidiaries as may be reasonably requested, to the extent that such access and disclosure would not (A) violate the terms of any agreement to which the Companies or any of their Subsidiaries is bound or any applicable Law, or (B) cause significant competitive harm to the Companies or any of their Subsidiaries or their Affiliates if the transactions contemplated by this Agreement are not consummated. (b) From the date hereof until the Closing Date, Purchaser agrees that all information so received from Seller, the Companies and their Subsidiaries shall be deemed received pursuant to the Confidentiality Agreement and that each shall, and shall cause its Affiliates and each of its and their representatives to, comply with the provisions of the Confidentiality Agreement with respect to such information, and the provisions of the Confidentiality Agreement are hereby incorporated herein by reference with the same effect as if fully set forth in this Agreement.

  • Access to Records and Documents It shall permit the Administrative Agent (or, if Independent Accountants are not engaged by the Collateral Manager or the Borrower, Protiviti, Inc. or another nationally recognized audit firm selected by the Administrative Agent with prior notice to the Borrower and subject to delivery of standard confidentiality agreements) to, upon reasonable advance notice and during normal business hours, but, so long as no Event of Default has occurred and is continuing, no more than one (1) time per calendar year, visit and inspect and make copies thereof at reasonable intervals (i) its books, records and accounts relating to its business, financial condition, operations, assets and its performance under the Facility Documents and the Related Documents and to discuss the foregoing with its and such Person’s officers, partners, employees and accountants, and (ii) all of its Related Documents, in each case as often as the Administrative Agent may reasonably request; provided that so long as no Event of Default has occurred and is continuing, the Borrower shall be responsible for all costs and expenses for only one such visit per fiscal year by the Administrative Agent or its respective designees; provided, further, that an officer or employee of the Collateral Manager shall have the opportunity to be present at any discussion between the Administrative Agent, any Lender or any other Person designated by the Administrative Agent, on the one hand, and the Collateral Manager’s accountants, on the other hand. The Administrative Agent shall provide two (2) Business Days’ prior notice to the Lenders of any such visit and any Lender shall be permitted to accompany the Administrative Agent in such visit. Any such visit and inspection shall be made simultaneously with any visit and inspection pursuant to Section 5.01(e).

  • Access to Records; Copies The Assuming Bank agrees to permit the Receiver and the Corporation access to all Records of which the Assuming Bank has custody, and to use, inspect, make extracts from or request copies of any such Records in the manner and to the extent requested, and to duplicate, in the discretion of the Receiver or the Corporation, any Record in the form of microfilm or microfiche pertaining to Deposit account relationships; provided, that in the event that the Failed Bank maintained one or more duplicate copies of such microfilm or microfiche Records, the Assuming Bank hereby assigns, transfers, and conveys to the Corporation one such duplicate copy of each such Record without cost to the Corporation, and agrees to deliver to the Corporation all Records assigned and transferred to the Corporation under this Article VI as soon as practicable on or after the date of this Agreement. The party requesting a copy of any Record shall bear the cost (based on standard accepted industry charges to the extent applicable, as determined by the Receiver) for providing such duplicate Records. A copy of each Record requested shall be provided as soon as practicable by the party having custody thereof.

  • Access to Records; Contractor Financial Records Contractor agrees that District and its authorized representatives are entitled to review all Contractor books, documents, papers, plans, and records, electronic or otherwise (“Records”), directly pertinent to this Contract for the purpose of making audit, examination, excerpts, and transcripts.

  • Access to Records and Personnel Indivior shall ensure the IRO has access to all records and personnel necessary to complete the reviews listed in this Section III.E., and that all records furnished to the IRO are accurate and complete.

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