Audits and Inquiries Sample Clauses

Audits and Inquiries. Except for customary ongoing quality control reviews, no audit or investigation by a Governmental Authority is pending or, to the Knowledge of the Company, threatened that is reasonably likely to result in: (i) a Claim of a failure to comply with applicable Laws, (ii) rescission of any insurance or guaranty contract or agreement of the Company, (iii) payment, by the Company of a penalty (other than any immaterial payment) to any Governmental Authority; or (iv) revocation of any Permit, including any Permit to do business, of the Company.
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Audits and Inquiries. Except for customary ongoing quality control reviews, no audit or investigation by a Governmental Authority is pending or, to the Knowledge of the Purchaser, threatened that is reasonably likely to result in:
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Audits and Inquiries. Purchaser shall provide Seller with prompt written notice of any inquiries, audits, examinations or proposed adjustments by the Internal Revenue Service (“IRS”) or any other income tax authorities, which relate to the Purchase Entities for any income tax period ending on or before the Closing Date. Unless any such inquiry, audit, examination or proposed adjustment would involve a Liability Issue as described in Section 4.02(C) (iv), Purchaser has the sole right, at its sole cost and expense, to represent the interests of the Purchase Entities in any Income Tax audit or administrative proceeding relating to any Income Tax period beginning after the Closing Date, to employ counsel of its choice at its cost and expense, and to settle any issues and to take any other actions in connection with such proceedings relating to such Income Tax periods; provided, that Purchaser shall inform Seller of the status of any such proceedings, shall provide Seller (at Purchaser’s cost and expense) with copies of any pleadings, correspondence, and other documents as Seller may reasonably request, and shall consult with Seller and obtain the written consent of Seller, such consent not to be unreasonably withheld, prior to the settlement of any such proceedings.
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Audits and Inquiries. Paragraph 3.17(n) of the Sellers Disclosure Schedule contains a true and correct list of all of the audits, investigations, complaints and inquiries of the Company and each of its Subsidiaries by an Agency, a Governmental Entity, an Investor, or a private mortgage insurer commenced since January 1, 2000, Except for customary ongoing quality control reviews and except as disclosed in Paragraph 3.17(n) of the Sellers Disclosure Schedule, no audit or investigation is pending or, to the knowledge of the Sellers or the Company, threatened that could result in (i) a claim of a material failure to comply with applicable regulations, (ii) a repurchase of Mortgage Loans by the Company or any of its Subsidiaries, (iii) indemnification by the Company or any of its Subsidiaries in connection with Mortgage Loans, (iv) rescission of any insurance or guaranty contract or agreement, (v) payment of a penalty to any Agency, an Investor or a private mortgage insurer; or (vi) revocation of any license or authority, including authority to do business. The Sellers have made available to the Purchaser true, complete and correct copies of all written reports and materials received in connection with such audits, investigations, complaints and inquiries.
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Audits and Inquiries. Except for customary ongoing quality control reviews, no audit or investigation by a Governmental Entity, an Investor or an Insurer is pending or, to the Knowledge of the Company, threatened that is reasonably likely to result in: (1) a claim of a failure to comply with applicable regulations, (2) rescission of any insurance or guaranty contract or agreement of the Company or any of its Subsidiaries, (3) payment, by the Company or any of its Subsidiaries, of a penalty (other than any immaterial payment) to any Governmental Entity, an Investor or an Insurer; or (4) revocation of any Authorization set forth in Section 2.12(b) of the Company Disclosure Schedule, including any Authorization to do business, of the Company or any of its Subsidiaries.
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Audits and Inquiries. A. The terms of this Agreement in no way restrict the USAF’s ability, powers, rights and discretion to exercise any of its regulatory, enforcement or oversight functions with respect to any Federal contract matter whatsoever, including without limitation any such matter relating to MTS. This includes any authority available to the USAF pursuant to statute and regulations. B. MTS shall cooperate, to the extent requested by the Government, in any Government inquiry, investigation, or prosecution relating to its practices and conduct while performing a Federal Agreement. Such cooperation shall include, but not be limited to, providing USAF with requested documents and taking all reasonable steps to make available for interviews any current MTS officers or employees and to encourage interviewees to participate fully in those interviews. C. In addition to any other right USAF may have by statute, regulation, or contract, the USAF or its duly authorized representative may, upon reasonable notice, examine MTS’s books, records, and other company documents and supporting materials for the purpose of verifying and evaluating: (1) MTS’s compliance with the terms of this Agreement; (2) MTS’s business conduct in its dealings with the Government; (3) MTS’s compliance with Federal laws, regulations, and procurement policies and with accepted business practices; and (4) MTS’s compliance with the requirements of Federal Contracts. The materials described above shall be made available by MTS for inspection, audit, or reproduction. Further, for purposes of this provision, USAF or its authorized representative may interview any MTS employee at the employee’s place of business during normal business hours or at such other place and time as may be mutually agreed between the employee and the USAF. The employee may be represented by counsel if requested by the employee.
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Related to Audits and Inquiries

  • AUDITS AND INVESTIGATIONS 27.1 Each invoice paid by UNDP shall be subject to a post-payment audit by auditors, whether internal or external, of UNDP or by other authorized and qualified agents of UNDP at any time during the term of the Contract and for a period of three (3) years following the expiration or prior termination of the Contract. 27.2 UNDP may conduct investigations relating to any aspect of the Contract or the award thereof, the obligations performed under the Contract, and the operations of the Contractor generally relating to performance of the Contract at any time during the term of the Contract and for a period of three 27.3 The Contractor shall provide its full and timely cooperation with any such inspections, post- payment audits or investigations. Such cooperation shall include, but shall not be limited to, the Contractor’s obligation to make available its personnel and any relevant documentation for such purposes at reasonable times and on reasonable conditions and to grant to UNDP access to the Contractor’s premises at reasonable times and on reasonable conditions in connection with such access to the Contractor’s personnel and relevant documentation. The Contractor shall require its agents, including, but not limited to, the Contractor’s attorneys, accountants or other advisers, to reasonably cooperate with any inspections, post-payment audits or investigations carried out by UNDP hereunder. 27.4 UNDP shall be entitled to a refund from the Contractor for any amounts shown by such audits or investigations to have been paid by UNDP other than in accordance with the terms and conditions of the Contract. The Contractor also agrees that, where applicable, donors to UNDP whose funding is the source of, in whole or in part, the funding for the procurement of Goods and/or Services which are the subject of this Contract, shall have direct recourse to the Contractor for the recovery of any funds determined by UNDP to have been used in violation of or inconsistent with this Contract.

  • Inquiries Respond to telephonic, mail, and in-person inquiries from Institutions, Account holders, or their representatives requesting information regarding matters such as shareholder account or transaction status, net asset value ("NAV") of Series shares, Series performance, Series services, plans and options, Series investment policies, Series portfolio holdings, and Series distributions and taxation thereof;

  • COMPLAINTS AND INVESTIGATIONS 1. This article applies to complaints or allegations made externally and not from normal supervisory activities. 2. A department head shall be responsible for ensuring that all allegations of misconduct or other complaints against an employee on which any action is to be taken or a record is to be made shall be investigated. The investigator shall be allowed to interview the complainant prior to notifying the employee.

  • Audits and Inspections At any time during normal business hours and as often as the City may deem necessary, Service Provider shall make available to the City for the City’s examination all of Service Provider’s records and documents with respect to all matters covered by this Agreement and, furthermore, Service Provider will permit the City to audit, examine and make copies, excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement.

  • AUDITS AND EXAMINATIONS 8.1. Each Party to this Agreement will be responsible for the accuracy and quality of its data as submitted to the other Party involved. Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Party, at its own expense, may audit the other Party’s books, records and other documents directly related to billing and invoicing once in any twelve (12) month period for the purpose of evaluating the accuracy of the other Party’s billing and invoicing. "Audit" shall mean a comprehensive review of bills for services performed under this Agreement; "Examination" shall mean an inquiry into a specific element of or process related to bills for services performed under this Agreement. Either party (the “Requesting Party”) may perform one (1) Audit per twelve (12) month period commencing with the Effective Date, with the assistance of the other Party, which will not be unreasonably withheld. The Audit period will include no more than the preceding twelve (12) month period as of the date of the Audit request. The Requesting Party may perform Examinations, as it deems necessary, with the assistance of the other Party, which will not be unreasonably withheld.

  • Enquiries If you have any queries, complaints, claims or feedback regarding the Program, please contact Samsung by using the Samsung Care+ Portal.

  • Visits and Inspections Permit representatives of the Administrative Agent or any Lender, from time to time upon reasonable prior notice to visit and inspect its properties; inspect and make extracts from its books, records and files, including, but not limited to, management letters prepared by independent accountants; and discuss with its principal officers, and its independent accountants, its business, assets, liabilities, financial condition, results of operations and business prospects.

  • Investigations 15.1 The Contractor agrees to cooperate fully and faithfully with any investigation, audit or inquiry conducted by a State or City governmental agency or authority that is empowered, directly or by designation, to compel the attendance of witnesses and to examine witnesses under oath, or conducted by the Inspector General of a governmental agency that is a party in interest to the transaction, submitted proposal, contract, lease, permit, or license that is the subject of the investigation, audit or inquiry. 15.2 If:‌ 15.2.1 any person who has been advised that her or his statement, and any information from such statement, will not be used against her or him in any subsequent criminal proceeding refuses to testify before a grand jury or other governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to examine witnesses under oath concerning the award of, or performance under, any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision or public authority thereof, or PANYNJ, or the Owner, or any local development Owner within the City, or any public benefit Owner organized under the laws of the State of New York, or 15.2.2 any person refuses to testify for a reason other than the assertion of her or his privilege against self- incrimination in an investigation, audit or inquiry conducted by a City or State governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to take testimony under oath, or by the Inspector General of the governmental agency that is a party in interest in, and is seeking testimony concerning the award of, or performance under, any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision thereof, or the Owner, or any local development Owner within the City, then the commissioner or agency head (each of which is hereinafter referred to as the “Commissioner”) whose agency is a party in interest to the transaction, submitted Proposal, submitted proposal, contract, lease, permit, or license involved in such investigation, audit or inquiry shall convene a hearing, upon not less than five (5) days written Notice to the parties involved, to determine if any penalties should attach for the failure of a person to testify. 15.3 If any non-governmental party to the hearing convened in accordance with the final clause of Section 15.2 requests an adjournment, the Commissioner who convened the hearing or the Owner may, upon the Commissioner granting the adjournment, suspend any contract, lease, permit, or license pending the final determination pursuant to Subsection 15.4.3 below without the City or the Owner incurring any penalty or damages for delay or otherwise. 15.4 The Owner or the City may impose the following penalties after a final determination by the Commissioner that penalties should attach for the failure of a person to testify: 15.4.1 the disqualification for a period not to exceed five (5) years from the date of an adverse determination of any person, or any entity of which such person was a member at the time the testimony was sought, from submitting Proposals for, or transacting business with, or entering into or obtaining any contract, lease, permit or license with or from the City or the Owner, as the case may be; and/or 15.4.2 the cancellation or termination of any and all such existing City or Owner contracts, leases, permits or licenses that the refusal to testify concerns and that have not been assigned as permitted under this Contract, nor the proceeds of which pledged, to an unaffiliated and unrelated institutional lender for fair value prior to the issuance of the Notice scheduling the hearing, without the City or the Owner incurring any penalty or damages on account of such cancellation or termination; monies lawfully due for goods delivered, work done, rentals, or fees accrued prior to the cancellation or termination shall be paid by the City or the Owner, as the case may be. 15.4.3 The Commissioner shall consider and address, in reaching her or his determination, and the Owner and the Commissioner shall consider and address, in assessing an appropriate penalty, the factors in Subsections 15.4.3.1 and

  • Other Information and Inspections In each case subject to the last sentence of this Section 6.3, each Restricted Person will furnish to each Lender any information which Administrative Agent or any Lender may from time to time request concerning any covenant, provision or condition of the Loan Documents or any matter in connection with Restricted Persons' businesses and operations. In each case subject to the last sentence of this Section 6.3, each Restricted Person will permit representatives appointed by Administrative Agent (including independent accountants, auditors, agents, attorneys, appraisers and any other Persons) to visit and inspect during normal business hours any of such Restricted Person's property, including its books of account, other books and records, and any facilities or other business assets, and to make extra copies therefrom and photocopies and photographs thereof, and to write down and record any information such representatives obtain, and each Restricted Person shall permit Administrative Agent or its representatives to investigate and verify the accuracy of the information furnished to Administrative Agent or any Lender in connection with the Loan Documents and to discuss all such matters with its officers, employees and, upon prior notice to Borrower, its representatives. Each of the foregoing inspections shall be made subject to compliance with applicable safety standards and the same conditions applicable to any Restricted Person in respect of property of that Restricted Person on the premises of Persons other than a Restricted Person or an Affiliate of a Restricted Person, and all information, books and records furnished or requested to be furnished, or of which copies, photocopies or photographs are made or requested to be made, all information to be investigated or verified and all discussions conducted with any officer, employee or representative of any Restricted Person shall be subject to any applicable attorney-client privilege exceptions which the Restricted Person determines is reasonably necessary and compliance with conditions to disclosures under non-disclosure agreements between any Restricted Person and Persons other than a Restricted Person or an Affiliate of a Restricted Person and the express undertaking of each Person acting at the direction of or on behalf of any Lender Party to be bound by the confidentiality provisions of Section 10.6 of this Agreement.

  • Third-Party Agreements and Information Executive represents and warrants that Executive’s employment by the Company does not conflict with any prior employment or consulting agreement or other agreement with any third party, and that Executive will perform Executive’s duties to the Company without violating any such agreement. Executive represents and warrants that Executive does not possess confidential information arising out of prior employment, consulting, or other third party relationships, that would be used in connection with Executive’s employment by the Company, except as expressly authorized by that third party. During Executive’s employment by the Company, Executive will use in the performance of Executive’s duties only information that is generally known and used by persons with training and experience comparable to Executive’s own, common knowledge in the industry, otherwise legally in the public domain, or obtained or developed by the Company or by Executive in the course of Executive’s work for the Company.

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