BUSINESS EXAMINATIONS AND PHYSICAL INVESTIGATIONS OF ASSETS Sample Clauses

BUSINESS EXAMINATIONS AND PHYSICAL INVESTIGATIONS OF ASSETS. Prior to the Closing Date, Seller shall permit Purchaser, through its employees and representatives, to make such investigations and examinations of the Purchased Assets and the Fab Books and Records as Purchaser may reasonably request. Any such investigations and examinations shall be conducted at reasonable times and under reasonable circumstances. All such information shall be kept confidential pursuant to Section 8.2. Notwithstanding the foregoing, prior to the Closing Date, Purchaser may conduct sub-surface investigations of the Fab Business only to the extent permitted by any applicable lease and only pursuant to methods and procedures approved in writing by the Seller prior to the commencement of any such investigation.
Sample 1
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BUSINESS EXAMINATIONS AND PHYSICAL INVESTIGATIONS OF ASSETS. Prior to the Effective Time, Small World shall be entitled, through its employees and representatives, including, without limitation, Loeb & Loeb LLP and Lewis Anten, to make such invxxxxxxxxxxx and examinations relating to the Purchased Assets as Small World may reasonably request (including where reasonably related to the Purchased Assets the Books and Records of Neurosmith). Neurosmith shall furnish Small World and its representatives during such period with all information concerning the affairs of Neurosmith as Small World or such representatives may request and cause Neurosmith's officers, employees, consultants, agents, accountants and attorneys to cooperate fully with Small World and such representatives and to make full disclosure of all information and documents requested by Small World and/or such representatives. No investigation by Small World shall, however, diminish or obviate in any way, or affect Small World's right to rely upon, any of the representations, warranties, covenants or agreements of Neurosmith contained in this Agreement.
Sample 1
BUSINESS EXAMINATIONS AND PHYSICAL INVESTIGATIONS OF ASSETS. Prior to the Effective Time and for a reasonable time thereafter Online shall be entitled, through its employees and representatives, to make such investigations and examinations of the Business of the Assets as Online may request. In order that Online may have the full opportunity to do so, eVision will furnish Online and its representatives during such period with all information concerning the Business of the Assets as Online or such representatives may request and cause the Business’ officers, employees, consultants, agents, accountants and attorneys to cooperate fully with Online and such representatives and to make full disclosure of all information and documents requested by Online and/or such representatives. Any such investigations and examinations shall be conducted at reasonable times and under reasonable circumstances. No investigation by Online shall, however, diminish or obviate in any way, or affect Online’s right to rely upon, any of the representations, warranties, covenants or agreements of eVision contained in this Agreement or in any other eVision Document. Whether or not the Closing shall take place, eVision hereby waives any cause of action, right, or claim arising out of the access of Online or its representatives to any trade secrets or other confidential business information of eVision from the date of this Agreement until the Closing Date, except for the intentional competitive misuse by Online or its representatives of such trade secrets or other confidential business information if the Closing does not take place.
Sample 1
BUSINESS EXAMINATIONS AND PHYSICAL INVESTIGATIONS OF ASSETS. Prior to the Closing Date, IOTA shall permit SMSC, through its employees and representatives, to make such investigations and examinations of IOTA and its Books and Records as SMSC shall reasonably request, and SMSC shall permit IOTA, through its employees and representatives, to make such investigations and examinations of the FBU Assets and the FBU Books and Records as IOTA may reasonably request. Any such investigations and examinations shall be conducted at reasonable times and under reasonable circumstances. All such information shall be kept confidential pursuant to Section 8.2.
Sample 1

Related to BUSINESS EXAMINATIONS AND PHYSICAL INVESTIGATIONS OF ASSETS

  • Corporate Examinations and Investigations Prior to the Closing Date, the parties acknowledge that they have been entitled, through their employees and representatives, to make such investigation of the assets, properties, business and operations, books, records and financial condition of the other as they each may reasonably require. No investigations, by a party hereto shall, however, diminish or waive any of the representations, warranties, covenants or agreements of the party under this Agreement.

  • INVESTIGATIONS OF MISHAPS AND CLOSE CALLS In the case of a close call, mishap or mission failure, the Parties agree to provide assistance to each other in the conduct of any investigation. For all NASA mishaps or close calls, Partner agrees to comply with XXX 0000.0, "NASA Procedural Requirements for Mishap and Close Call Reporting, Investigating, and Recordkeeping".

  • Search, Enquiry, Investigation, Examination And Verification a. The Property is sold on an “as is where is basis” subject to all the necessary inspection, search (including but not limited to the status of title), enquiry (including but not limited to the terms of consent to transfer and/or assignment and outstanding charges), investigation, examination and verification of which the Purchaser is already advised to conduct prior to the auction and which the Purchaser warrants to the Assignee has been conducted by the Purchaser’s independent legal advisors at the time of execution of the Memorandum. b. The intending bidder or the Purchaser is responsible at own costs and expenses to make and shall be deemed to have carried out own search, enquiry, investigation, examination and verification on all liabilities and encumbrances affecting the Property, the title particulars as well as the accuracy and correctness of the particulars and information provided. c. The Purchaser shall be deemed to purchase the Property in all respects subject thereto and shall also be deemed to have full knowledge of the state and condition of the Property regardless of whether or not the said search, enquiry, investigation, examination and verification have been conducted. d. The Purchaser shall be deemed to have read, understood and accepted these Conditions of Sale prior to the auction and to have knowledge of all matters which would have been disclosed thereby and the Purchaser expressly warrants to the Assignee that the Purchaser has sought independent legal advice on all matters pertaining to this sale and has been advised by his/her/its independent legal advisor of the effect of all the Conditions of Sale. e. Neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto.

  • 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.

  • 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.

  • Cooperation with Investigations You agree to cooperate with us in the investigation of unusual transactions, poor quality transmissions, and resolution of customer claims, including by providing, upon request and without further cost, any originals or copies of items deposited through the Service in your possession and your records relating to such items and transmissions.

  • Geotechnical Investigation Perform in accordance with the City Design Manual and other City requirements as designated in writing by the Director.

  • Physical Examinations Where the Employer requires an employee to take a physical examination, doctor's fees for such examination shall be paid by the Employer. Except prior to commencement of employment and the first four (4) weeks of employment, such examinations shall be taken during the employee's working hours without loss of pay to the employee.

  • Compliance Investigations Upon City’s request, Contractor agrees to provide to City, within sixty calendar days, a truthful and complete list of the names of all subcontractors, vendors, and suppliers that Contractor has used in the past five years on any of its contracts that were undertaken within San Diego County, including the total dollar amount paid by Contractor for each subcontract or supply contract. Contractor further agrees to fully cooperate in any investigation conducted by City pursuant to City's Nondiscrimination in Contracting Ordinance. Contractor understands and agrees that violation of this clause shall be considered a material breach of the Contract and may result in Contract termination, debarment, and other sanctions.

  • Eye Examinations All represented employees, who are health service system members, shall be eligible for one (1) annual VDT examination and prescribed eyewear.

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