ACCESS TO SITE, BOOKS AND RECORDS Sample Clauses

ACCESS TO SITE, BOOKS AND RECORDS. If the MBX Formulation Facility is to be Constructed by MBX, then the ADM Sub Formulation Engineer, and up to three (3) employees of ADM Sub, shall have reasonable access, after giving prior notice, during regular business hours, to (i) the site on which the MBX Formulation Facility is being Constructed, throughout the Construction process, (ii) individuals involved in the Construction process, including without limitation, construction managers, engineers and supervisors, and (iii) all documents relating to the Construction of the MBX Formulation Facility, including without limitation, the MBX Facility Master Plan and Budget and the various documents and agreements that relate to the preparation and amendment thereof, including without limitation all surveys, blueprints, engineering studies, piping and instrumentation diagrams, equipment design calculations and drawings, piping layouts, purchase contracts, sterile engineering designs and construction details, equipment test reports, automation and control designs, analytical and quality control procedures, hazard and operability studies, and change orders during the course of the contract, in each case, whether prepared by MBX or a Third Party. If the MBX Formulation Facility is not going to be Constructed by MBX, then the ADM Sub Formulation Engineer shall have reasonable access, during regular business hours, to the site of the MBX Formulation Facility and all documents relating to the potential MBX Formulation Facilities or Third Party formulation facilities that MBX has in its control, including without limitation, the MBX Facility Master Plan and Budget and the various documents and agreements that relate to the preparation and amendment thereof, including without limitation a survey of available facilities, detailed documentation of the capabilities of the most highly-rated facilities, cost, schedule of availability and other relevant information and data, whether prepared by MBX or a Third Party. For purposes of the foregoing sentence, the term "reasonable access" means and includes such access as is necessary or convenient for such individuals to fulfill their obligations hereunder in the manner required hereby without unduly burdening the other individuals involved in the execution of the MBX Facility Master Plan and Budget unnecessarily delaying the execution of the MBX Facility Master Plan and Budget. All site visits or record reviews undertaken at MBX facilities will be conducted in accordance...
Sample 1
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ACCESS TO SITE, BOOKS AND RECORDS. The MBX Technology Manager, and up to three (3) MBX employees, shall have reasonable access, after giving reasonable prior notice, during hours of operation, to: (i) the site on which the ADM Sub Manufacturing Facility is being Constructed, throughout the Construction process, (ii) individuals involved in the Construction process, including without limitation, construction managers, engineers and supervisors, and (iii) all documents relating to the Construction of the ADM Sub Manufacturing Facility, including without limitation, the ADM Sub Construction Master Plan and Budget and the various documents and agreements that relate to the preparation and amendment thereof, including without limitation all surveys, blueprints, engineering studies, piping and instrumentation diagrams, equipment design calculations and drawings, piping layouts, purchase contracts, sterile engineering designs and construction details, equipment test reports, automation and control designs, analytical and quality control procedures, hazard and operability studies, fermentation recipe specifications (including without limitation raw material specifications) and change orders during the course of the contract, in each case, whether prepared by ADM Sub or a Third Party. For purposes of the foregoing sentence, the term "reasonable access" means and includes such access as is necessary or convenient for such individuals to fulfill their obligations hereunder in the manner required hereby without unduly burdening the other individuals involved in the Construction process or unnecessarily delaying the Construction process. All site visits or record reviews undertaken at ADM Sub facilities will be conducted in accordance with policies and procedures in force at such facilities, including without limitation, policies designed to promote safety and policies against sexual harassment and discrimination. * CONFIDENTIAL TREATMENT REQUESTED
Sample 1
ACCESS TO SITE, BOOKS AND RECORDS. The MBX Technology Manager, and up to three (3) MBX employees, shall have reasonable access, after giving reasonable prior notice, during hours of operation, to: (i) the site on which the ADM Sub Manufacturing Facility is being Constructed, throughout the Construction process, (ii) individuals involved in the Construction process, including without limitation, construction managers, engineers and supervisors, and (iii) all documents relating to the Construction of the ADM Sub Manufacturing * CONFIDENTIAL TREATMENT REQUESTED Facility, including without limitation, the ADM Sub Construction Master Plan and Budget and the various documents and agreements that relate to the preparation and amendment thereof, including without limitation all surveys, blueprints, engineering studies, piping and instrumentation diagrams, equipment design calculations and drawings, piping layouts, purchase contracts, sterile engineering designs and construction details, equipment test reports, automation and control designs, analytical and quality control procedures, hazard and operability studies, fermentation recipe specifications (including without limitation raw material specifications) and change orders during the course of the contract, in each case, whether prepared by ADM Sub or a Third Party. For purposes of the foregoing sentence, the term "reasonable access" means and includes such access as is necessary or convenient for such individuals to fulfill their obligations hereunder in the manner required hereby without unduly burdening the other individuals involved in the Construction process or unnecessarily delaying the Construction process. All site visits or record reviews undertaken at ADM Sub facilities will be conducted in accordance with policies and procedures in force at such facilities, including without limitation, policies designed to promote safety and policies against sexual harassment and discrimination.
Sample 1

Related to ACCESS TO SITE, BOOKS AND RECORDS

  • Access to Books and Records During the course of this transaction through Closing, each party agrees to make available for inspection all corporate books, records and assets, and otherwise afford to each other and their respective representatives, reasonable access to all documentation and other information concerning the business, financial and legal conditions of each other for the purpose of conducting a due diligence investigation thereof. Such due diligence investigation shall be for the purpose of satisfying each party as to the business, financial and legal condition of each other for the purpose of determining the desirability of consummating the proposed transaction. The Parties further agree to keep confidential and not use for their own benefit, except in accordance with this Agreement any information or documentation obtained in connection with any such investigation.

  • Access to Collateral; Books and Records At reasonable times, on three (3) Business Days' notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower's Books. The foregoing inspections and audits shall be conducted at Borrower's expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The charge therefor shall be One Thousand Dollars ($1,000.00) per person per day (or such higher amount as shall represent Bank's then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's rights or remedies) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

  • Inspection of Books and Records The books and records of the Custodian directly related to the Fund shall be open to inspection and audit at reasonable times by officers and representatives of the Fund and auditors employed by the Fund at its own expense and with prior written notice to the Custodian, and by the appropriate employees of the Securities and Exchange Commission.

  • Inspection of Property, Books and Records The Borrower will keep, and will cause each Subsidiary to keep, proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities; and will permit, and will cause each Subsidiary to permit, representatives of any Bank at such Bank's expense to visit and inspect any of their respective properties, to examine and make abstracts from any of their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants, all at such reasonable times and as often as may reasonably be desired.

  • Location of Books and Records The location where Seller keeps its books and records, including all computer tapes and records relating to the Purchased Mortgage Loans and the related Repurchase Assets is its chief executive office.

  • Books and Records; Inspection and Audit Rights Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

  • Landlord’s Books and Records Within one hundred twenty (120) days after receipt by Tenant of a Statement, if Tenant disputes the amount of Additional Rent set forth in the Statement, a member of Tenant’s finance department, or an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm and is not working on a contingency fee basis) (“Tenant’s Accountant”), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices, provided that there is no existing Event of Default and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection, Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Additional Rent set forth in any Statement within one hundred twenty (120) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such Accountant determines that Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord, and Landlord shall reimburse Tenant for the cost of the Tenant’s Accountant (provided that such cost shall be a reasonable market cost for such services). Tenant hereby acknowledges that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Direct Expenses payable by Tenant.

  • Inspection of Property; Books and Records; Discussions Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; and permit representatives of any Lender (upon reasonable advance notice coordinated through the Administrative Agent) to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Borrower and its Subsidiaries with officers and employees of the Borrower and its Subsidiaries and with its independent certified public accountants.

  • Maintaining Records; Access to Properties and Inspections Maintain all financial records in accordance with GAAP and permit any persons designated by the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Lender to visit and inspect the financial records and the properties of the Borrower or any of the Subsidiaries at reasonable times, upon reasonable prior notice to the Borrower, and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any persons designated by the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Lender upon reasonable prior notice to the Borrower to discuss the affairs, finances and condition of the Borrower or any of the Subsidiaries with the officers thereof and independent accountants therefor (so long as the Borrower has the opportunity to participate in any such discussions with such accountants), in each case, subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract.

  • Books and Records; Inspections Each Credit Party will, and will cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity in all material respects with GAAP shall be made of all dealings and transactions in relation to its business and activities. Each Credit Party will, and will cause each of its Subsidiaries to, permit any authorized representatives designated by the Administrative Agent at the request of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject to the proviso below), to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions), all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested, in each case, in a manner that does not unduly interfere with the business and operations of the Credit Parties and their Subsidiaries; provided that (i) the Borrower shall only be obligated to reimburse the Administrative Agent and the Requisite Lenders for the expenses of one such inspection per calendar year prior to the occurrence of an Event of Default; and (ii) any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany the Administrative Agent or its representative in connection with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding anything to the contrary in this Section 5.6, none of Holdings or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work product.

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