AVAILABILITY OF RECORDS; AUDIT REPRESENTATION LETTER Sample Clauses

AVAILABILITY OF RECORDS; AUDIT REPRESENTATION LETTER. (1) Upon Buyer's request, for a period of two years after the Closing, Seller shall (i) make the Records available to Buyer for inspection, copying and audit by Buyer's designated accountants; and (ii) cooperate with Buyer (without any third party expense to Seller) in obtaining any and all permits, licenses, authorizations, and other Governmental Approvals necessary for the operation of any or all of the Property. Without limitation of the foregoing in this Section, Seller agree to abide by the terms of Exhibit "D" attached hereto. At any time before or within two years after the Closing, Seller further agrees to provide to the Buyer's designated independent auditor, upon request of Buyer or such auditor: (x) access (to the same extent to which Buyer would be entitled to such access) to the books and records of the Property and all related information (including the information listed on Exhibit "D") regarding the period for which Buyer is required to have the Property audited under the regulations of the Securities and Exchange Commission, and (y) a representation letter delivered by each managing agent of the Property regarding the books and records of the Property, in substantially the form as attached hereto as Exhibit "E." (2) In addition, Seller shall provide, and cooperate, in all respects, in providing, Buyer with copies of, or access to, such factual information as may be reasonably requested by Buyer, and in the possession or control of Seller, to enable the Buyer or the REIT to issue one or more mutually agreed upon press releases concerning the transaction that is the subject of this Agreement, to file a Current Report on Form 8-K (as specified on Exhibit "D"), if, as and when such filing may be required by the SEC and to make any other filings that may be required by any Governmental Authority. The obligation of Seller to cooperate in providing Buyer with such information for Buyer to file its Current Report on Form 8-K shall survive the Closing.
Sample 1Sample 2See All (7)
AutoNDA by SimpleDocs
AVAILABILITY OF RECORDS; AUDIT REPRESENTATION LETTER. Upon Acquiror’s request, for a period of two (2) years after Closing, Contributor shall (i) make the Records available to Acquiror for inspection, copying and audit by Acquiror’s designated accountants; and (ii) cooperate with Acquiror (without any third party expense to Contributor) in obtaining any and all permits, licenses, authorizations, and other governmental approvals necessary for the operation of any portion of the Property. Without limitation of the foregoing in this Section 23, Contributor agrees to abide by any and all reporting requirements and obligations of Acquiror related to this Agreement. At any time within two (2) years after the Closing, Contributor further agrees to provide to Acquiror’s designated independent auditor, upon request of Acquiror or such auditor: (a) access (to the same extent to which Acquiror would be entitled to such access) to the books and records of the Property and all related information regarding the period for which Acquiror is required to have the Property audited under the regulations of the Securities and Exchange Commission, and (b) a representation letter delivered by each managing agent of the Property regarding the books and records of the Property.
Sample 1Sample 2Sample 3See All (6)
AVAILABILITY OF RECORDS; AUDIT REPRESENTATION LETTER. Upon Purchaser’s request, for a period of two (2) years after Closing, Seller shall (i) make its records (financial or otherwise) maintained in connection with the ownership and operation of Seller’s interest in the Project (the “Records”) available to Purchaser for inspection, copying and audit by Purchaser’s designated accountants. Without limitation of the foregoing in this Section 7, Seller agrees to abide by the terms of Exhibit D attached hereto. At any time within two (2) years after the Closing, Seller further agrees to provide to Purchaser’s designated independent auditor, upon request of Purchaser or such auditor: (a) access (to the same extent to which Purchaser would be entitled to such access) to the books and records of the Project and all related information (including the information listed on Exhibit D) regarding the period for which Purchaser is required to have the Project audited under the regulations of the Securities and Exchange Commission, and (b) a representation letter delivered by each managing agent of the Project regarding the books and records of the Project, in substantially the form as attached hereto as Exhibit E.
Sample 1Sample 2
AVAILABILITY OF RECORDS; AUDIT REPRESENTATION LETTER. Upon Acquiror’s or Subsidiary’s request, for a period of two years after Closing, Contributor shall (i) make the Records available to Acquiror or Subsidiary, as applicable, for inspection, copying and audit by Acquiror’s designated accountants; and (ii) cooperate with Acquiror or Subsidiary, as applicable (without any third party expense to Contributor) in obtaining any and all permits, licenses, authorizations, and other Governmental Approvals necessary for the operation of the Project. At any time within two years after the Closing, Contributor further agrees to provide to the Acquiror’s designated independent auditor, upon request of Acquiror or such auditor: (x) access (to the same extent to which Acquiror would be entitled to such access) to the financial data books and records of the Project and all related information (including the information listed on EXHIBIT G) regarding the period for which Acquiror is required to have the Project audited under the regulations of the SEC, and (y) a representation letter delivered by each managing agent of the Project regarding the books and records of the Project, in substantially the form as attached hereto as EXHIBIT I.
Sample 1Sample 2
AVAILABILITY OF RECORDS; AUDIT REPRESENTATION LETTER. (a) Upon Buyer's reasonable request, for a period of two years after the Closing, to the extent in the possession of MetLife or AEW, MetLife shall make the Records available to Buyer for inspection, copying and audit by Buyer's designated accountants. At any time before or within two years after the Closing, MetLife further agrees to provide to the Buyer's designated independent auditor, upon the reasonable request of Buyer or such auditor, an audit representation letter delivered by MetLife, as a former partner of the Partnership, regarding the books and records of the Property maintained by the Partnership prior to the Closing, in a form reasonably agreed upon by Buyer, MetLife and their respective accountants. (b) In addition, during such two year period, MetLife shall provide, and cooperate in all reasonable respects in providing, Buyer with copies of, or access to, such factual information as may be reasonably requested by Buyer, and in the possession of MetLife or AEW, to enable any Affiliate of Buyer to issue one or more press releases concerning the transaction that is the subject of this Agreement, to file a Current Report on Form 8-K, if, as and when such filing may be required by the Securities and Exchange Commission and to make any other filings that may be required by any Governmental Authority. The obligation of MetLife to cooperate in providing Buyer with such information shall be at Buyer's sole cost and expense.
Sample 1
AVAILABILITY OF RECORDS; AUDIT REPRESENTATION LETTER. Upon Purchaser’s request, for a period of two (2) years after Closing, Seller shall (i) make its records (financial or
Sample 1
AVAILABILITY OF RECORDS; AUDIT REPRESENTATION LETTER. (a) Upon Buyer's reasonable request, for a period of two years after the Closing, Seller shall make the Records available to Buyer for inspection, copying and audit by Buyer's designated accountants. At any time before or within two years after the Closing, Seller further agrees to provide to the Buyer's designated independent auditor, upon the reasonable request of Buyer or such auditor, an audit representation letter delivered by Seller regarding the books and records of the Property maintained by Seller, in a form reasonably agreed upon by Buyer, Seller and their respective accountants. (b) In addition, during such two year period, Seller shall provide, and cooperate in all reasonable respects in providing, Buyer with copies of, or access to, such factual information as may be reasonably requested by Buyer, and in the possession of Seller or AEW, to enable any Affiliate of Buyer to issue one or more press releases concerning the transaction that is the subject of this Agreement, to file a Current Report on Form 8-K, if, as and when such filing may be required by the Securities and Exchange Commission and to make any other filings that may be required by any Governmental Authority. The obligation of Seller to cooperate in providing Buyer with such information shall be at Buyer's sole cost and expense.
Sample 1
AutoNDA by SimpleDocs
AVAILABILITY OF RECORDS; AUDIT REPRESENTATION LETTER. Upon Purchaser’s request, for a period of two (2) years after Effective Date, Seller shall make its records (financial or otherwise) maintained in connection with the ownership and operation of Seller’s interest in the Project (the “Records”) available to Purchaser for inspection, copying and audit by Purchaser’s designated accountants, as reasonably necessary in order for Purchaser (or any of its affiliates) to comply with any SEC or similar reporting obligations imposed upon Purchaser (or any of its affiliates). Without limitation of the foregoing in this Section 7, Seller agrees to abide by the terms of Exhibit D attached hereto. At any time within two (2) years after the Effective Date, Seller further agrees to provide to Purchaser’s designated independent auditor, upon request of Purchaser or such auditor: (a) access (to the same extent to which Purchaser would be entitled to such access) to the books and records of the Project and all related information (including the information listed on Exhibit D) regarding the period for which Purchaser is required to have the Project audited under the regulations of the Securities and Exchange Commission, and (b) a representation letter delivered by each managing agent of the Project regarding the books and records of the Project, in substantially the form as attached hereto as Exhibit E.
Sample 1

Related to AVAILABILITY OF RECORDS; AUDIT REPRESENTATION LETTER

  • Availability of Records Consultant shall maintain the records supporting this billing for not less than three years following completion of the work under this Agreement. Consultant shall make these records available to authorized personnel of the Town at the Consultant's offices during business hours upon written request of the Town.

  • Inspection and Audit of Records Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement.

  • Retention of Records and Audit A. The Contractor shall maintain all financial data, supporting documents, and all other records relating to performance and billing under this Agreement for a period in accordance with state and federal law, a minimum retention period being no less than four (4) years after final payment under this Agreement. B. The Contractor shall permit the authorized representative of the Judicial Council or its designee or both at any reasonable time to inspect or audit all data relating to performance and billing to the Judicial Council under this Agreement. Without limiting the foregoing, this Agreement is subject to examinations and audit by the State Auditor for a period of three years after final payment.

  • CONFIDENTIALITY of RECORDS and INFORMATION 20.1. XXXXXXXXXX agrees to maintain confidentiality of information and records as required by applicable Federal, State and local laws, regulations and rules. CONTRACTOR shall not use or disclose confidential information other than as permitted or required by this Agreement and will notify COUNTY of any discovered instances of breaches of confidentiality. CONTRACTOR shall ensure that any subcontractors’ agents receiving confidential information related to this Agreement agree to the same restrictions and conditions that apply to CONTRACTOR with respect to such information. XXXXXXXXXX agrees to hold COUNTY harmless from any breach of confidentiality, as set forth in the hold harmless provisions contained herein. 20.1.1. HIPAA/ Protected Health Information. If CONTRACTOR is a covered entity under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) or the HIPAA Business Associate Agreement (BAA) Addendum is included as part of this Agreement, it is obliged to comply with applicable requirements of law and subsequent amendments relating to any protected health information, as well as any task or activity CONTRACTOR performs on behalf of COUNTY, to the extent COUNTY would be required to comply with such requirements. If this Agreement has been determined to constitute a business associate relationship under HIPAA and the HIPAA regulations, CONTRACTOR is the Business Associate of COUNTY and agrees to the HIPAA Business Associate Agreement (BAA) Addendum exhibit attached to this Agreement. 20.1.2. 42 C.F.R. Part 2/ Drug and Alcohol Abuse Records. If CONTRACTOR is a covered program under the Confidentiality of Alcohol and Drug Abuse Patient Records Act, 42 C.F.R. Part 2 or signs the Qualified Service Organization Agreement (QSOA), it is obliged to comply with applicable requirements of law and subsequent amendments relating to any protected health information and patient identifying information, as well as any task or activity CONTRACTOR performs on behalf of COUNTY, to the extent COUNTY would be required to comply with such requirements. If this Agreement has been determined to constitute a qualified service organization relationship under 42 C.F.R. Part 2 and the 42 C.F.R. Part 2 regulations, CONTRACTOR is the Qualified Service Organization of COUNTY and agrees to enter into the Qualified Service Organization Agreement (QSOA) Addendum contained as an exhibit to this Agreement.

  • Available Information; Reports; Inspection of Transfer Books The Company is subject to the periodic reporting requirements of the Exchange Act and, accordingly, is required to file or submit certain reports with the Commission. These reports can be retrieved from the Commission’s website (xxx.xxx.xxx) and can be inspected and copied at the public reference facilities maintained by the Commission located (as of the date of the Deposit Agreement) at 000 X Xxxxxx, X.X., Xxxxxxxxxx X.X. 00000. The Depositary shall make available for inspection by Holders at its Principal Office any reports and communications, including any proxy soliciting materials, received from the Company which are both (a) received by the Depositary, the Custodian, or the nominee of either of them as the holder of the Deposited Securities and (b) made generally available to the holders of such Deposited Securities by the Company. The Depositary shall also provide or make available to Holders copies of such reports when furnished by the Company pursuant to Section 5.6 of the Deposit Agreement. The Registrar shall keep books for the registration of ADSs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSs, provided that such inspection shall not be, to the Registrar’s knowledge, for the purpose of communicating with Holders of such ADSs in the interest of a business or object other than the business of the Company or other than a matter related to the Deposit Agreement or the ADSs. The Registrar may close the transfer books with respect to the ADSs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to paragraph (24) and Section 7.8 of the Deposit Agreement. Dated: CITIBANK, N.A. CITIBANK, N.A. Transfer Agent and Registrar as Depositary By: By: Authorized Signatory Authorized Signatory The address of the Principal Office of the Depositary is 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X.

  • FINANCIAL RECORDS AND AUDIT Seller shall retain all financial records and documents pertaining to the Goods for a period of no less than three years after final payment. Such records and documents shall date back to the time this Contract was issued and shall include without limitation, catalogs, price lists, invoices, underlying data and basis for cost estimates, and inventory records. Buyer shall have the right to examine, reproduce and audit all Seller records related to pricing, incurred costs and proposed costs associated with any proposals (prior to or after contract award), invoices or claims.

  • Records and Audit/Inspections 6.13.1 A-E shall keep an accurate record of time expended by A-E and/or consultants employed by A-E in the performance of this CONTRACT. 6.13.2 Within ten (10) days of COUNTY's written request, A-E shall allow COUNTY or authorized State or Federal agencies or any duly authorized representative to have the right to access, examine, audit, excerpt, copy or transcribe any pertinent transaction, activity, time cards or other records relating to this CONTRACT. 6.13.3 A-E shall keep such material, including all pertinent cost accounting, financial records and proprietary data for a period of three (3) years after termination or completion of the CONTRACT or until resolution of any claim or dispute between the PARTIES, whichever is later. 6.13.4 Should A-E cease to exist as a legal entity, records pertaining to this CONTRACT shall be forwarded within a reasonable period of time not to exceed sixty (60) days to its successor in interest or surviving entity in a merger or acquisition, or, in the event of liquidation, to COUNTY.

  • Access to Certain Documentation and Information Regarding the Mortgage Loans The Master Servicer shall afford the Depositor and the Trustee reasonable access to all records and documentation regarding the Mortgage Loans and all accounts, insurance information and other matters relating to this Agreement, such access being afforded without charge, but only upon reasonable request and during normal business hours at the office designated by the Master Servicer. Upon reasonable advance notice in writing, the Master Servicer will provide to each Certificateholder or Certificate Owner which is a savings and loan association, bank or insurance company certain reports and reasonable access to information and documentation regarding the Mortgage Loans sufficient to permit such Certificateholder or Certificate Owner to comply with applicable regulations of the OTS or other regulatory authorities with respect to investment in the Certificates; provided that the Master Servicer shall be entitled to be reimbursed by each such Certificateholder or Certificate Owner for actual expenses incurred by the Master Servicer in providing such reports and access.

  • Maintenance Retention and Audit of Records The Bank shall maintain all books, documents, papers, accounting records and other evidence pertaining to costs incurred and services provided pursuant to this Agreement, and shall make such information available at its office during the Purchase Period and for four years from the date of final payment of Reimbursement Obligations under this Agreement, until completion of all audits, or until pending litigation has been completely and fully resolved, whichever occurs last.

  • RETENTION AND AUDIT OF RECORDS CONTRACTOR shall retain records pertinent to this Agreement for a period of not less than five (5) years after final payment under this Agreement or until a final audit report is accepted by COUNTY, whichever occurs first. CONTRACTOR hereby agrees to be subject to the examination and audit by the Santa Xxxx County Auditor-Controller, the Auditor General of the State of California, or the designee of either for a period of five (5) years after final payment under this Agreement.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!