Access to Records and Other Due Diligence Sample Clauses

Access to Records and Other Due Diligence. During the Pre-Exchange Period, USMetals shall: make or cause to be made available to USCorp and its representatives, attorneys, accountants, and agents, for examination, inspection, and review, the assets and property of USMetals and all books, contracts, agreements, commitments, records, and documents of every kind relating to USMetals' business, and shall permit USCorp and its representatives, attorneys, accountants and agents to have access to the same at all reasonable times, including without limitation access to all tax returns filed and in preparation and all review and other accounting work papers of USMetals' accounts and all reports to management and related responses.
Sample 1
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Access to Records and Other Due Diligence. During the Pre-Closing ----------------------------------------- Period, Park shall: (i) make or cause to be made available to ADP and its representatives, attorneys, accountants and agents, for examination, inspection, and review, the assets and property of Park and all books, contracts, agreements, commitments, records and documents of every kind relating to Park's business, and shall permit ADP and its representatives, attorneys, accountants and agents to have access to the same at all reasonable times, including without limitation access to all tax returns filed and in preparation and all audit and other work papers of Xxxxxx Xxxxxxxx and all reports to management and related responses; (ii) permit representatives of ADP to interview suppliers and personnel of Park; and (iii) permit representatives of ADP to observe and review in all aspects of the preparation of the Interim Statements.
Sample 1
Access to Records and Other Due Diligence. During the Pre-Closing ----------------------------------------- Period, ADP shall: (i) make or cause to be made available to Park and its representatives, attorneys, accountants and agents, for examination, inspection, and review, the books, contracts, agreements, commitments, records and documents of every kind relating to ADP's business, and shall permit Park and its representatives, attorneys, accountants and agents to have access to the same at all reasonable times, subject to such confidentiality restrictions as may be applicable to ADP with respect to such information.
Sample 1
Access to Records and Other Due Diligence. During the Pre-Closing ----------------------------------------- Period, RDG and the Shareholders shall: (i) make or cause to be made available to ADP and its representatives, attorneys, accountants and agents, for examination, inspection, and review, the assets of RDG and all books, contracts, agreements, commitments, records and documents of every kind relating to RDG's business, and shall permit ADP and its representatives, attorneys, accountants and agents to have access to the same at all reasonable times during normal business hours and upon reasonable notice, including without limitation access to all tax returns filed and in preparation and all audit and other work papers of Xxxxxxxx and Southerly, Ltd. and all reports to management and related responses; (ii) permit representatives of ADP to interview suppliers, customers, and personnel of RDG, provided that a representative of RDG is present; and (iii) upon the reasonable written or oral request of ADP or its representatives, share with representatives of ADP all information related to the preparation of the Interim Statements.
Sample 1
Access to Records and Other Due Diligence. During the Pre- ----------------------------------------- Closing Period, Seller shall: (i) make or cause to be made available to Buyer and its representatives, attorneys, accountants and agents, for examination, inspection, and review, the assets of Seller and all books, contracts, agreements, commitments, records and documents of every kind relating to Seller's Dental Business (other than tax returns of Seller and its Affiliates), and shall permit Buyer and its representatives, attorneys, accountants and agents to have access to the same at all reasonable times during normal business hours and upon reasonable notice; and (ii) permit representatives of Buyer to interview personnel of Seller with respect to Seller's Dental Business, provided that a representative of Seller must be present at any such interview.
Sample 1
Access to Records and Other Due Diligence. During the Pre-Merger ----------------------------------------- Period, Smileage shall: (i) make or cause to be made available to ADP and its representatives, attorneys, accountants and agents, for examination, inspection, and review, the assets and property of Smileage and WDG and all books, contracts, agreements, commitments, records and documents of every kind relating to Smileage's or WDG's businesses, and shall permit ADP and its representatives, attorneys, accountants and agents to have access to the same at all reasonable times, including without limitation access to all tax returns filed and in preparation and all audit and other work papers of BDO Xxxxxxx and all reports to management and related responses; (ii) permit representatives of ADP to interview suppliers, customers, and personnel of Smileage; and (iii) permit representatives of ADP to participate in all aspects of the preparation of the Smileage Interim Statements.
Sample 1
Access to Records and Other Due Diligence. During the ----------------------------------------- Pre-Closing Period, the Companies and the Shareholders shall: (i) make or cause to be made available to ADP and its representatives, attorneys, accountants and agents, for examination, inspection, and review, the assets of each Company and all books, contracts, agreements, commitments, records and documents of every kind relating to such Company's business, and shall permit ADP and its representatives, attorneys, accountants and agents to have access to the same at all reasonable times during normal business hours and upon reasonable notice, including without limitation access to all tax returns filed and in preparation and all audit and other work papers and all reports to management and related responses; and (ii) permit representatives of ADP to interview suppliers, customers, and personnel of each Company.
Sample 1
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Related to Access to Records and Other Due Diligence

  • Due Diligence and Other Documents The Borrowers shall have delivered to the Administrative Agent such other documents, certificates and opinions as the Administrative Agent may reasonably request.

  • Record Keeping and Other Information FIIOC and FSC shall create and maintain all records required by all applicable laws, rules and regulations relating to the services to be performed herein, including but not limited to, all applicable records required by Section 31(a) of the 1940 Act and the rules thereunder, as the same may be amended from time to time. All records shall be the property of the Trust and shall be available for inspection and use by the Trust at all times. Where applicable, such records shall be maintained by FIIOC and FSC for the periods and in the places required by Rule 31a-2 under the 1940 Act, with respect to FIIOC, and by rules under the 1940 Act, with respect to FSC.

  • Field Audit, Examination Reports and other Information; Disclaimer by Lenders By signing this Agreement, each Lender:

  • Reports and Other Information (a) The Fund and the Investment Manager agree to furnish to each other, if applicable, current prospectuses, proxy statements, reports to shareholders, certified copies of their financial statements, and such other information with respect to their affairs as each may reasonably request. The Investment Manager further agrees to furnish to the Fund, if applicable, the same such documents and information pertaining to any sub-adviser as the Fund may reasonably request.

  • Documents and Other Materials I will keep and maintain adequate and current records of all Proprietary Information and Company-Related Developments developed by me during my employment, which records will be available to and remain the sole property of the Company at all times. All files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, whether created by me or others, which come into my custody or possession, are the exclusive property of the Company to be used by me only in the performance of my duties for the Company. Any property situated on the Company’s premises and owned by the Company, including without limitation computers, disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company at any time with or without notice. In the event of the termination of my employment for any reason, I will deliver to the Company all files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, and other materials of any nature pertaining to the Proprietary Information of the Company and to my work, and will not take or keep in my possession any of the foregoing or any copies.

  • Pricing and Other Data In providing Market Data related to the Accounts in connection with this Agreement, the Custodian is authorized to use Data Providers. The Custodian may follow Authorized Instructions in providing pricing or other Market Data, even if such instructions direct the Custodian to override its usual procedures and Market Data sources. The Custodian shall be entitled to rely without inquiry on all Market Data (and all Authorized Instructions related to Market Data) provided to it, and the Custodian shall not be liable for any Losses incurred as a result of errors or omissions with respect to any Market Data utilized by the Custodian or the Fund hereunder. The Fund acknowledges that certain pricing or valuation information may be based on calculated amounts rather than actual market transactions and may not reflect actual market values, and that the variance between such calculated amounts and actual market values may be material. The Custodian shall not be required to inquire into the pricing of any Securities or other assets even though the Custodian may receive different prices for the same Securities or assets. Market Data may be the intellectual property of the Data Providers, which may impose additional terms and conditions upon the Fund’s use of the Market Data. The additional terms and conditions can be found in the Data Terms Website. The Fund agrees to those terms as they are posted in the Data Terms Website from time to time. Certain Data Providers may not permit the Fund’s directed price to be used. Performance measurement and analytic services may use different data sources than those used by the Custodian to provide Market Data for an Account, with the result that different prices and other Market Data may apply.

  • Financial Reports and Other Information (a) The Borrower will maintain a system of accounting in accordance with GAAP and will furnish to the Lenders and their respective duly authorized representatives such information respecting the business and financial condition of the Borrower and its Subsidiaries as any Lender may reasonably request. The Borrower shall deliver (via email or otherwise) to the Administrative Agent in form and detail satisfactory to the Administrative Agent, with copies for each Lender in form and substance satisfactory to them, each of the following:

  • Preparation of Tax Returns and Other Reports (a) The Securities Administrator shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator's possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator as the Depositor may reasonably request in writing, and shall forward to each Certificateholder such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and forward to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities Administrator) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator or the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer except to the extent that such information was provided in reasonable reliance upon information from any Servicer.

  • Litigation and Other Notices Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any Responsible Officer of the Borrower obtains actual knowledge thereof:

  • Field Examination and Other Fees Subject to any limitations set forth in Section 5.7(c), Borrowers shall pay to Agent, field examination, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Loan Party or its Subsidiaries performed by or on behalf of Agent, and (ii) the fees, charges or expenses paid or incurred by Agent if it elects to employ the services of one or more third Persons to appraise the Collateral, or any portion thereof.

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