Acquisition Review Sample Clauses

Acquisition Review. Buyer shall have been satisfied, in its own discretion, with its Acquisition Review.
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Acquisition Review. The results of Buyer's investigation of Seller, the Business, the Purchased Assets, the Leased Premises, Seller's operations and financial condition shall be acceptable to Buyer in its sole discretion.
Sample 1
Acquisition Review. During the period commencing on the date of this Agreement and ending thirty (30) days prior to Closing (the "Review Period"), Buyer and its Affiliates and the employees, agents and consultants of either shall have the right to do the following, at Buyer's expense and with the cooperation and assistance of Seller, subject to Buyer's executed confidentiality agreement ("Confidentiality Agreement"), and also subject to Buyer supplying to Seller, at least thirty (30) days prior to Closing, copies of any reports and/or assessments prepared by Buyer or its Affiliates or the consultants of either, concerning the condition of the Property:
Sample 1
Acquisition Review. Purchaser and its authorized agents, officers and representatives shall have reasonable access to the properties, books, records, contracts, information and documents of the Subsidiaries to conduct such examinations and investigations of the Subsidiaries as it reasonably deems necessary (the “Acquisition Review”). Inspection by Purchaser shall not relieve the Sellers of their obligations under this Agreement or constitute a waiver by Purchaser of any of the representations and warranties under Article III. The Subsidiaries shall cooperate in all reasonable respects with the Acquisition Review, including providing Purchaser with such operating data and other information with respect to the assets and the Business as Purchaser shall from time to time reasonably request; provided that Seller shall not have any obligation to disclose customer names, pricing information, cost information, or similar proprietary competitive information at any time prior to Closing. Purchaser shall conduct the Acquisition Review with a minimum of disruption to the Business, and shall direct and coordinate all of its requests through Xxxx Xxxxxx. Purchaser may, at its sole cost and expense, engage an environmental engineering firm to perform environmental site assessments, accompanied by a designated representative of the Seller, which do not contain invasive testing or sampling, to investigate compliance with Environmental Laws (“Phase I Sampling”). The Subsidiaries shall be responsible for correction of matters disclosed in the Phase I Sampling and neither Seller nor Seller Guarantor shall have any liability in connection with such matters. Purchaser acknowledges and agrees that pre-Closing invasive testing or sampling (“Phase II Sampling”) will not be permitted without the prior written consent of Sellers. Sellers shall have the right to determine in its sole discretion whether to allow Purchaser to proceed with Phase II Sampling and to approve the scope of such Phase II Sampling. If such Phase II Sampling is permitted by Sellers, the scope and conditions of such sampling shall be set forth in writing by the Purchaser for the Sellers’ review and approval. The Purchaser and its agents shall strictly abide by the conditions and limitations set forth in the written instructions approved by Sellers (unless the Agreement is terminated by Purchaser in accordance with Section 8.1.2). Purchaser shall, if requested by Sellers, provide copies of all reports, including Phase I and Phase I...
Sample 1
Acquisition Review 
Sample 1

Related to Acquisition Review

  • Utilization Review NOTE: The Utilization Review process does not apply to Services that are not covered by Blue Shield because of a coverage determination made by Medicare. State law requires that health plans disclose to Subscribers and health plan providers the process used to authorize or deny health care services un- der the plan. Blue Shield has completed documen- tation of this process ("Utilization Review"), as required under Section 1363.5 of the California Health and Safety Code. To request a copy of the document describing this Utilization Review pro- cess, call the Customer Service Department at the telephone number indicated on your Identification Card.

  • Project Review A. Programmatic Allowances 1. If FEMA determines that the entire scope of an Undertaking conforms to one or more allowances in Appendix B of this Agreement, with determinations for Tier II Allowances being made by SOI-qualified staff, FEMA shall complete the Section 106 review process by documenting this determination in the project file, without SHPO review or notification. 2. If the Undertaking involves a National Historic Landmark (NHL), FEMA shall notify the SHPO, participating Tribe(s), and the NPS NHL Program Manager of the NPS Midwest Regional Office that the Undertaking conforms to one or more allowances. FEMA shall provide information about the proposed scope of work for the Undertaking and the allowance(s) enabling FEMA’s determination. 3. If FEMA determines any portion of an Undertaking’s scope of work does not conform to one or more allowances listed in Appendix B, FEMA shall conduct expedited or standard Section 106 review, as appropriate, for the entire Undertaking in accordance with Stipulation II.B, Expedited Review for Emergency Undertakings, or Stipulation II.C, Standard Project Review. 4. Allowances may be revised and new allowances may be added to this Agreement in accordance with Stipulation IV.A.3, Amendments. B. Expedited Review for Emergency Undertakings

  • Program Review The State ECEAP Office will conduct a review of each contractor’s compliance with the ECEAP Contract and ECEAP Performance Standards every four years. The review will involve ECEAP staff and parents. After the Program Review, the State ECEAP Office will provide the contractor with a Program Review report. The contractor must submit an ECEAP Corrective Action Plan for non-compliance with ECEAP Performance Standards. The Plan must be approved by the State ECEAP Office.

  • Independent Review Contractor shall provide the Secretary of ADS/CIO an independent expert review of any Agency recommendation for any information technology activity when its total cost is $1,000,000.00 or greater or when CIO requires one. The State has identified two sub-categories for Independent Reviews, Standard and Complex. The State will identify in the SOW RFP the sub-category they are seeking. State shall not consider bids greater than the maximum value indicated below for this category. Standard Independent Review $25,000 Maximum Complex Independent Review $50,000 Maximum Per Vermont statute 3 V.S.A. 2222, The Secretary of Administration shall obtain independent expert review of any recommendation for any information technology initiated after July 1, 1996, as information technology activity is defined by subdivision (a) (10), when its total cost is $1,000,000 or greater or when required by the State Chief Information Officer. Documentation of this independent review shall be included when plans are submitted for review pursuant to subdivisions (a)(9) and (10) of this section. The independent review shall include: • An acquisition cost assessment • A technology architecture review • An implementation plan assessment • A cost analysis and model for benefit analysis • A procurement negotiation advisory services contract • An impact analysis on net operating costs for the agency carrying out the activity In addition, from time to time special reviews of the advisability and feasibility of certain types of IT strategies may be required. Following are Requirements and Capabilities for this Service: • Identify acquisition and lifecycle costs; • Assess wide area network (WAN) and/or local area network (LAN) impact; • Assess risks and/or review technical risk assessments of an IT project including security, data classification(s), subsystem designs, architectures, and computer systems in terms of their impact on costs, benefits, schedule and technical performance; • Assess, evaluate and critically review implementation plans, e.g.: • Adequacy of support for conversion and implementation activities • Adequacy of department and partner staff to provide Project Management • Adequacy of planned testing procedures • Acceptance/readiness of staff • Schedule soundness • Adequacy of training pre and post project • Assess proposed technical architecture to validate conformance to the State’s “strategic direction.” • Insure system use toolsets and strategies are consistent with State Chief Information Officer (CIO) policies, including security and digital records management; • Assess the architecture of the proposed hardware and software with regard to security and systems integration with other applications within the Department, and within the Agency, and existing or planned Enterprise Applications; • Perform cost and schedule risk assessments to support various alternatives to meet mission need, recommend alternative courses of action when one or more interdependent segment(s) or phase(s) experience a delay, and recommend opportunities for new technology insertions; • Assess the architecture of the proposed hardware and software with regard to the state of the art in this technology. • Assess a project’s backup/recovery strategy and the project’s disaster recovery plans for adequacy and conformance to State policy. • Evaluate the ability of a proposed solution to meet the needs for which the solution has been proposed, define the ability of the operational and user staff to integrate this solution into their work.

  • Transition Review Period In accordance with Article 35, Layoff and Recall, the Employer may require an employee to complete a transition review period.

  • Post Review With respect to each contract not governed by paragraph 2 of this Part, the procedures set forth in paragraph 4 of Appendix 1 to the Guidelines shall apply.

  • Office of Inspector General Investigative Findings Expert Review In accordance with Senate Bill 799, Acts 2021, 87th Leg., R.S., if Texas Government Code, Section 531.102(m-1)(2) is applicable to this Contract, Contractor affirms that it possesses the necessary occupational licenses and experience.

  • Log Reviews All systems processing and/or storing PHI COUNTY discloses to 11 CONTRACTOR or CONTRACTOR creates, receives, maintains, or transmits on behalf of COUNTY 12 must have a routine procedure in place to review system logs for unauthorized access.

  • Compliance Review During the Term, Developer agrees to permit the GLO, HUD, and/or a designated representative of the GLO or HUD to access the Property for the purpose of performing Compliance-Monitoring Procedures. In accordance with GLO Compliance-Monitoring Procedures, the GLO or HUD will periodically monitor and audit Developer’s compliance with the requirements of this Agreement, the CDBG-DR Regulations, the CDBG Multifamily Rental Housing Guidelines, and any and all other Governmental Requirements during the Term. In conducting any compliance reviews, the GLO or HUD will rely primarily on information obtained from Developer’s records and reports, on-site monitoring, and audit reports. The GLO or HUD may also consider other relevant information gained from other sources, including litigation and citizen complaints. 5.04 HAZARDOUS MATERIALS: INDEMNIFICATION

  • Business Review Meetings In order to maintain the relationship between the Department and the Contractor, each quarter the Department may request a business review meeting. The business review meeting may include, but is not limited to, the following: • Successful completion of deliverables • Review of the Contractor’s performance • Review of minimum required reports • Addressing of any elevated Customer issues • Review of continuous improvement ideas that may help lower total costs and improve business efficiencies.