Audits, Etc Sample Clauses

Audits, Etc. Promptly following receipt thereof, copies of all environmental audits, investigations, analyses and reports of any kind or character, whether prepared by personnel of Holdings, any Borrower or any of the Restricted Subsidiaries or by independent consultants, Governmental Authorities or any other Persons, with respect to environmental matters at any Facility or which relate to any environmental liabilities of Holdings, LLC Subsidiary, any Borrower or any of the Restricted Subsidiaries which, in any such case, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect;

Audits, Etc. As soon as reasonably practicable following receipt thereof, copies of all environmental audits, investigations, analyses and reports of any kind or character, whether prepared by personnel of the Borrower or any Subsidiary or by independent consultants, governmental authorities or any other Persons, with respect to environmental matters at any Facility or which relate to any Environmental Claims against the Borrower or Subsidiary, which, in the case of any such environmental matter or Environmental Claim could reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect;

Audits, Etc. As of the date hereof no audits or other administrative proceedings or court proceedings are presently pending with respect to any Taxes of the Company.

Audits, Etc. Schedule 4.7(c) sets forth an accurate list of all Tax audits that have occurred within the three-year period preceding the date hereof, together with their status as either “open” or “closed”. No deficiency for any Taxes has been proposed, asserted or assessed against the Company (or any Subsidiary) that has not been resolved or paid in full.

Audits, Etc. The Loan Parties shall have delivered Collateral audits, satisfactory to the Lender, prepared by an independent firm engaged directly by the Lender which audits shall be satisfactory to the Lender.

Audits, Etc. As of the date hereof no audits, examinations or other administrative proceedings or court proceedings are presently pending with respect to any material Taxes of a Target Group Company or, to the Knowledge of Seller, threatened against a Target Group Company. No deficiency for any material Tax has been asserted or assessed by a Governmental Entity against any Target Group Company which deficiency has not been paid or is not being contested in good faith in appropriate proceedings and for which adequate reserves have not been made in the Financial Statements in accordance with GAAP or IFRS, as the case may be. No Claim has been made by any Governmental Entity in a jurisdiction where a Target Group Company does not pay Taxes or file Tax Returns that such Target Group Company is or may be subject to taxation or a requirement to file Tax Returns by that jurisdiction.

Audits, Etc. As of the date hereof no audits or other administrative proceedings or court proceedings are presently pending with respect to any Taxes of the Joint Ventures. No deficiency for any Tax has been asserted or assessed by a Governmental Entity against the Joint Ventures which deficiency has not been paid or is not being contested in good faith in appropriate proceedings and for which adequate reserves have not been made in the Financial Statements in accordance with GAAP. No claim has been made by any Governmental Entity in a jurisdiction where the Joint Ventures do not file Tax Returns that the Joint Ventures are or may be subject to taxation by that jurisdiction.

Audits, Etc. 6.1 Upon the Controller’s request, Processor shall without undue delay make available all information necessary to demonstrate Processor’s compliance with its obligations under this DPA and the Data Protection Laws, including as part of audits or inspections carried out by the Controller or an independent auditor mandated by the Controller.

Audits, Etc. As of the date hereof no audits or other administrative proceedings or court proceedings are presently pending with respect to any Taxes of the Companies or their Subsidiaries. No deficiency for any Tax has been asserted or assessed by a Governmental Entity against the Companies or their Subsidiaries which deficiency has not been paid or is not being contested in good faith in appropriate proceedings and for which adequate reserves have not been made in the Financial Statements in accordance with GAAP. To the knowledge of Sellers, no claim has been made by any Governmental Entity in a jurisdiction where the Companies and their Subsidiaries do not file Tax Returns that the Companies or their Subsidiaries are or may be subject to taxation by that jurisdiction. Schedule 4.7(d) indicates those Tax Returns for taxable periods ended on or after December 31, 2008 that have been audited and those Tax Returns that, to the knowledge of Sellers, currently are the subject of audit. The Companies and their Subsidiaries have delivered to Buyer correct and complete copies of all Tax Returns, examination reports and statements of deficiencies assessed against or agreed to by the Companies and their Subsidiaries for taxable periods ended on or after December 31, 2008 that have been requested by Buyer in writing.

Audits, Etc. (a) Annually, but at any time after the occurrence of an Event of Default, during normal business hours, at the expense of the Borrower (including the reimbursement of the Agent for its out-of-pocket expenses related to such audit, plus the auditor’s fees), upon prior notice to the Borrower (and, in the event a successor Servicer has been appointed, no Event of Default has occurred and is continuing and Lyon has not caused a Servicer Termination Event, upon five (5) Business Days’ prior notice to such successor Servicer), the Borrower and the Servicer shall permit such Person or Persons as the Agent may designate (including independent accountants) to conduct audits or to visit and inspect any of the properties of the Borrower, MPIC and/or the Servicer where Records are located, to examine the Records, internal controls and procedures maintained by the Borrower, MPIC and/or the Servicer, as the case may be, and take copies and extracts therefrom, and to discuss the Borrower’s, MPIC’s or the Servicer’s, as the case may be, affairs with its officers and employees and independent accountants, provided that such Person or Persons are subject to general confidentiality agreements or understandings with the Agent. If (i) Lyon has been appointed as a successor Servicer, (ii) no Event of Default has occurred and is continuing, and (iii) Lyon has not caused a Servicer Termination Event, the audits of Lyon referenced in this Section 6.8(a) shall be limited to two (2) per calendar year. Each of the Borrower and the Servicer hereby authorizes such officers, employees and independent accountants to discuss with the Agent, the affairs of the Borrower, MPIC or the Servicer, as the case may be. Any audit provided for herein shall be conducted in accordance with the scope that is mutually agreed upon by the Agent and MPIC, and subject to the Borrower’s, MPIC’s or the Servicer’s, as the case may be, rules respecting safety and security on its premises and without materially disrupting operations. Nothing in this Section 6.8(a) shall affect the obligation of MPIC or the Servicer to observe any applicable law prohibiting the disclosure of information regarding the Obligors, and the failure of MPIC’s or the Servicer to provide access to information as a result of such obligation shall not constitute a breach of this Section 6.8(a). (b) Subject to the limitations set forth herein, the Agent shall have the right to do all such acts and things as it may deem reasonably necessary ...