Due Diligence Visits Sample Clauses

Due Diligence Visits. MANAGER shall reimburse SERS for its reasonable and actual travel expenses, if any, not to exceed $5,000 per year, in connection with visits by SERS personnel to conduct due diligence reviews of the services performed or to be performed by MANAGER under this Agreement. Any amount reimbursed for such due diligence visits shall not affect or increase or decrease the compensation to be paid by SERS to MANAGER as computed in Exhibit C of this Agreement. Reimbursable expenses shall include travel-related expenses incurred in accordance with the Commonwealth Management Directive 230.10, as revised, or SERS Travel Policy, as adopted.
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Due Diligence Visits. ALPS shall monitor the Service Providers’ compliance with their own written compliance policies and procedures and the Federal Securities Laws.3 In so doing, ALPS shall interact with representatives of the Service Providers as appropriate. ALPS shall conduct due diligence visits on an annual basis, or more frequently if agreed, for the Trust’s custodian, administrator, fund accountant, and transfer agent, and shall annually review the assessment performed by fund accounting of the Trust’s pricing vendors.
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Due Diligence Visits. ALPS shall monitor any investment adviser’s compliance with their own written compliance policies and procedures and the Federal Securities Laws. In so doing, ALPS shall interact with representatives of the investment adviser as appropriate. ALPS shall conduct due diligence visits of the Trust’s investment advisers on an annual basis.
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Due Diligence Visits. The Borrower shall permit the Administrative Agent, the Backup Servicer and each Lender, upon five (5) Business Days’ prior written notice and during the Borrower’s regular business hours, each at its own expense, to periodically review the Borrower’s records in order to assess compliance by the Borrower with the Borrower’s written policies and procedures and the Transaction Documents, as well as internal controls and procedures and other matters, and discuss the affairs of the Borrower with its officers and employees, and may conduct a review of the Receivables and Servicer Files in conjunction with such review; provided that (i) the Lender Group Agents shall use commercially reasonable efforts to coordinate such visits through the Joint Structuring and Syndication Agents, (ii) prior to the occurrence of a Termination Event, no more than one such due diligence visit will be permitted by each Lender Group Agent per calendar year and (iii) after the occurrence of a Termination Event, there will be no limit on the number of such diligence visits. Such review shall be reasonable in scope and shall be completed in a reasonable period of time. Neither the Borrower nor the Servicer shall be liable for any costs or expenses incurred by the Administrative Agent or any Lender in connection with any actions taken by such Person pursuant to this Section 6.01(s).
Sample 1
Due Diligence Visits. MANAGER shall reimburse SERS for its reasonable and actual travel expenses, if any, not to exceed $5,000 per year, in connection with visits by SERS personnel to conduct due diligence reviews of the services performed or to be performed by MANAGER under this Agreement. Any amount reimbursed for such due diligence visits shall not affect or increase or decrease
Sample 1

Related to Due Diligence Visits

  • Due Diligence Period (a) During the period (the “Due Diligence Period”) beginning on the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration of the Due Diligence Period”), Purchaser shall have the right, upon a minimum of one Business Day’s prior telephonic or written notice to Seller, to make a physical inspection of the Property, including (i) a non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreement.

  • Due Diligence During the term of this Agreement, the Company will reasonably cooperate with any reasonable due diligence review conducted by the Agent in connection with the transactions contemplated hereby, including, without limitation, providing information and making available documents and senior corporate officers, during normal business hours and at the Company’s principal offices, as the Agent may reasonably request from time to time.

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