Examination of Records and Assets Sample Clauses

Examination of Records and Assets. The Purchaser will preserve any documents provided to it by the Vendor prior to the Closing Date for a period of five years from the Closing Date, or for such other period as is required by any Applicable Law, and will permit the Vendor and its authorized representatives reasonable access thereto in connection with the affairs of the Vendor, but the Purchaser will not be responsible or liable to the Vendor for or as a result of any loss or destruction of or damage to any such documents.
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Examination of Records and Assets. Until the Time of Closing, the Corporation and the Subsidiaries will forthwith make available to the Purchaser and their authorized representatives all leases, certificates of trade marks and copyrights, contracts and commitments in its possession or under its control relating to any of the Assets or the Corporation or the Subsidiaries; and the Corporation and the Subsidiaries will forthwith make available to the Purchasers and their authorized representatives for examination all books of account and accounting records relating to the Corporation or the Subsidiaries, and the Corporation and the Subsidiaries will, if reasonably requested, provide copies, at the cost of the Corporation, of the following records maintained in connection with the Corporation and the Subsidiaries: financial statements, records of past sales, customer lists, supplier lists, payroll records, inventory data, inventory master records, accounts receivable data and all other business and technical records requested by the Purchaser. The Corporation and the Subsidiaries will give the Purchaser and its authorized representatives every reasonable opportunity to have access to and to inspect the Assets. The exercise of any rights of 29 - 29 - access or inspection by or on behalf of the Purchaser under this Section 6.1 will not affect or mitigate the covenants, representations and warranties of the Corporation hereunder which will continue in full force and effect.
Sample 1
Examination of Records and Assets. The Vendor will forthwith cause the Corporation to make available to the Purchaser and its authorized representatives all data bases recorded or stored by means of any device, including in electronic form, title documents, abstracts of title, deeds, surveys, leases, certificates of trade marks and copyrights, contracts and commitments in its possession or under its control relating to any of the Corporation, its Assets or business. The Vendor will cause the Corporation to forthwith make available to the Purchaser and its authorized representatives for examination all books of account and accounting records relating to the Corporation. The Vendor will, if reasonably requested, cause the Corporation to provide copies, at the cost of the Purchaser, of the following records maintained in connection with the Corporation: financial statements, records of past sales, customer lists, supplier lists, payroll records, inventory data, inventory master records and accounts receivable data. The Vendor will cause the Corporation to give the Purchaser and its authorized representatives every reasonable opportunity to have access to and to inspect the Assets of the Corporation. The exercise of any rights of access or inspection by or on behalf of the Purchaser under this Section 4.03 will not affect or mitigate the covenants, representations and warranties of the Vendor in this Agreement which will continue in full force and effect.
Sample 1
Examination of Records and Assets. During the Due Diligence Period, (i) Purchaser and its agents may examine the Pipeline Assets and the Business, and such books, records, files, and documents of the Company that relate to the Business or the Pipeline Assets, (ii) the Company shall make available to Purchaser and its agents for review all information concerning the Pipeline Assets or the Business which they may request, and (iii) the Company will make available to Purchaser the officers and the employee of the Company to answer questions and to discuss the Company and its Business, all in a manner that does not unduly disrupt the Business. If the Closing does not occur, Purchaser shall promptly return to the Company, at Purchaser's expense, (i) all documents (including any copies thereof) received from the Company before, during or after the Due Diligence Period, and (ii) any documents or materials that Purchaser or its advisers have generated that contain or disclose information from the documents received from the Company. Prior to Closing, except as required in connection with Kaneb Pipe Line Partners, L.P.'s registration statement filed under the Securities Act of
Sample 1
Examination of Records and Assets. During the Due Diligence Period, (i) Purchaser and its agents may examine the Property, and such books, records, files, and documents of the Company as relate to the Property, (ii) the Company shall make available to Purchaser and its agents for review all information concerning the Property which they may request, and (iii) the Company will make available to Purchaser the officers and any key employees of the Company to answer questions and to discuss the Company and the Property all in a manner that does not unduly disrupt the Property and the operation of the Company's business. If the Closing does not occur, Purchaser shall promptly return to the Company, at Purchaser's expense, (i) all documents (including any copies thereof) received from the Company before, during or after the Due Diligence Period, and (ii) any documents or materials
Sample 1
Examination of Records and Assets. During the Due Diligence Period, (i) Purchaser and its agents may examine the Business, the Acquired Assets, and such books, records, files, and documents of the Company or the Subsidiaries as relate to the Business or the Acquired Assets, (ii) the Company shall make available to Purchaser and its agents for review all information concerning the Acquired Assets or the Business which they may request, and (iii) the Company will make available to Purchaser the officers and any key employees of the Company to answer questions and to discuss the Company and its Business, all in a manner that does not unduly disrupt the Business. If the Closing does not occur, Purchaser shall promptly return to the Company or the Subsidiaries, as appropriate, at Purchaser's expense, (i) all documents (including any copies thereof) received from the Company or the Subsidiaries before, during or after the Due Diligence Period, and (ii) any documents or materials that Purchaser or its advisers have generated that contain or disclose information from the documents received from the Company or the Subsidiaries. Prior to Closing, except as required in connection with Kaneb Pipe Line Partners, L.P.'s registration statement filed under the Securities Act of 1933 and the related offering of partnership units, Purchaser shall maintain in confidence any information or data received from SPC or the Subsidiaries in the course of conducting its due diligence, including without limitation the environmental due diligence
Sample 1
Examination of Records and Assets. Each Vendor will forthwith make available to the Purchaser and its authorized representatives all books of account, data bases recorded or stored by means of any device, including in electronic form, title documents, abstracts of title, deeds, surveys, leases, certificates of trade marks and copyrights, contracts and commitments in its possession or under its control relating to any of the Assets or the Purchased Business. The Vendors will give the Purchaser and its authorized representatives every reasonable opportunity to have access to and to inspect the Assets. The Vendors will also permit the inspection of the Assets prior to the Time of Closing by such federal, provincial or municipal authorities as the Purchaser may require. The exercise of any rights of access or inspection by or on behalf of the Purchaser under this Section 4.02 will not affect or mitigate the covenants, representations and warranties of the Vendors in this Agreement which will continue in full force and effect.
Sample 1
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Examination of Records and Assets. Subject to Applicable Law, the Vendors will forthwith cause Tri-Ad, 1043497, Flex-Art and C&W to make available to the Purchaser and its authorized representatives all data bases recorded or stored by means of any device, including in electronic form, title documents, abstracts of title, deeds, surveys, leases, certificates of trade marks and copyrights, contracts and commitments in its possession or under its control relating to any of Tri-Ad, 1043497, Flex-Art and C&W or either of their assets or businesses. Subject to Applicable Law, the Vendors will cause Tri-Ad, 1043497, Flex-Art and C&W to forthwith make available to the Purchaser and its authorized representatives for examination all books of account and accounting records relating to Tri-Ad, 1043497, Flex-Art or C&W. The Vendors will cause Tri-Ad, 1043497, Flex-Art and C&W to provide copies, at the cost of the Purchaser, of the following records maintained in connection with Tri-Ad, 1043497, Flex-Art and C&W: financial statements, records of past sales, customer lists, supplier lists, payroll records, inventory data, inventory master records and accounts receivable data. Subject to Applicable Law and to confidentiality restrictions and similar limitations, the Vendors will cause Tri-Ad, 1043497, Flex-Art and C&W to give the Purchaser and its authorized representatives every reasonable opportunity (at the Purchaser’s expense during regular business hours and subject to reasonable constraints to protect health and safety and minimize business disruption) to have access to and to inspect their assets; to conduct or have conducted environmental assessments; and to meet with employees of Tri-Ad, 1043497, Flex-Art and C&W to have access to and to inspect their assets. The Purchasers will indemnify and save harmless the Vendor from any liabilities or expenses that the Vendors incur as a direct result of, or relating to the conduct of, such environmental assessments; provided that the Vendor shall be fully liable for any environmental deficiencies, remediation or other liabilities that are uncovered by such assessments and the Purchaser shall have no liability with respect thereto. The exercise of any rights of access or inspection by or on behalf of the Purchaser under this Section 4.03 will not affect or mitigate the covenants, representations and warranties of the Vendors in this Agreement which will continue in full force and effect.
Sample 1
Examination of Records and Assets. (1) The Vendors will forthwith make available to the Purchaser and its authorized representatives all data bases recorded or stored by means of any device, including in electronic form, title documents, abstracts of title, deeds, surveys, leases, certificates of trademarks and copyrights, contracts and commitments in its possession or under its control relating to any of the Corporation, its assets or business. The Vendors will forthwith make available to the Purchaser and its authorized representatives for examination all books of account and accounting records relating to the Corporation. The Vendors will, if reasonably requested, provide copies, at the cost of the Purchaser, of the following records maintained in connection with the Corporation: financial statements, records of past sales, customer lists, supplier lists, payroll records, inventory data, inventory master records and accounts receivable data. The Vendors will give the Purchaser and its authorized representatives every reasonable opportunity to have access to and to inspect the assets of the Corporation. The exercise of any rights of access or inspection by or on behalf of the Purchaser under this Section 6.02(1) will not affect or mitigate the covenants, representations and warranties of the Vendors in this Agreement which will continue in full force and effect.
Sample 1

Related to Examination of Records and Assets

  • Examination of Records The Contractor shall maintain during the course of the work complete and accurate records of all of the Contractor's costs and documentation of items which are chargeable to H-GAC under this Agreement. H-GAC, through its staff or designated public accounting firm, the State of Texas, and United States Government, shall have the right at any reasonable time to inspect, copy and audit those records on or off the premises by authorized representatives of its own or any public accounting firm selected by H- GAC. The right of access to records is not limited to the required retention period, but shall last as long as the records are retained. Failure to provide access to records may be cause for termination of the Agreement. The records to be thus maintained and retained by the Contractor shall include (without limitation): (1) personnel and payroll records, including social security numbers and labor classifications, accounting for total time distribution of the Contractor's employees working full or part time on the work, as well as cancelled payroll checks, signed receipts for payroll payments in cash, or other evidence of disbursement of payroll payments; (2) invoices for purchases, receiving and issuing documents, and all other unit inventory records for the Contractor's stocks or capital items; and (3) paid invoices and cancelled checks for materials purchased and for subcontractors' and any other third parties' charges. The Contractor further agrees that the examination of records outlined in this article shall be included in all subcontractor or third-party agreements.

  • Inspection of Records and Reports Every Trustee shall have the right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Trust. This inspection by a Trustee may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents. No Shareholder shall have any right to inspect any account, book or document of the Trust that is not publicly available, except as conferred by the Trustees. The books and records of the Trust may be kept at such place or places as the Board of Trustees may from time to time determine, except as otherwise required by law.

  • Inspection of Records Upon reasonable notice to the Administrative Trustees and the Property Trustee, the records of the Trust shall be open to inspection by Securityholders during normal business hours for any purpose reasonably related to such Securityholder's interest as a Securityholder.

  • Records and Audits RBNC will keep complete and accurate records of the underlying revenue and expense data relating to the calculations of Net Sales generated in the then current Calendar Year and payments required under this Agreement, and during the preceding [***] Calendar Years. AMGEN will have the right, [***] at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject to RBNC’s prior written consent (which shall not be unreasonably withheld), review any such records of RBNC and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than [***] days’ prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Section 3.2 (Royalties) within the [***] month period preceding the date of the request for review. No Calendar Year will be subject to audit under this Section 3.9 more than once. RBNC will receive a copy of each such report concurrently with receipt by AMGEN. Should such inspection lead to the discovery of a discrepancy to AMGEN’s detriment, RBNC will, within [***] days after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in Section 3.8 (Late Payments). AMGEN will pay the full cost of the review unless the underpayment of amounts due to AMGEN is [***] of the amount due for the entire period being examined, in which case RBNC will pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to RBNC’s detriment, RBNC may credit the amount of the discrepancy, without interest, against future payments payable to AMGEN under this Agreement, and if there are no such payments payable, then AMGEN shall pay to RBNC the amount of the discrepancy, without interest, within [***] days of AMGEN’s receipt of the report.

  • Examination of Books and Records At reasonable times and upon reasonable notice, Lender, its agents, accountants and attorneys shall have the right to examine the records, books, management and other papers of Borrower which reflect upon their financial condition, at the Property or at any office regularly maintained by Borrower where the books and records are located. Lender and its agents shall have the right to make copies and extracts from the foregoing records and other papers. In addition, at reasonable times and upon reasonable notice, Lender, its agents, accountants and attorneys shall have the right to examine and audit the books and records of Borrower pertaining to the income, expenses and operation of the Property during reasonable business hours at any office of Borrower where the books and records are located. This Section 7.6 shall apply throughout the term of the Note and without regard to whether an Event of Default has occurred or is continuing.

  • Books, Records and Accounts Custodian acknowledges that all the records it shall prepare and maintain pursuant to this Agreement shall be the property of Fund and that upon request of Fund it shall make Fund's records available to it, along with such other information and data as are reasonably requested by Fund, for inspection, audit or copying, or turn said records over to Fund. Custodian shall, within a reasonable time, render to Fund as of the close of business on each day, a detailed statement of the amounts received or paid and of securities received or delivered for the account of Fund during said day. Custodian shall, from time to time, upon request by Fund, render a detailed statement of the securities and monies held for Fund under this Agreement, and Custodian shall maintain such books and records as are necessary to enable it do so and shall permit such persons as are authorized by Fund, including Fund's independent public accountants, to examine such records or to confirm the contents of such records; and, if demanded, shall permit federal and state regulatory agencies to examine said securities, books and records. Upon the written instructions of Fund or as demanded by federal or state regulatory agencies, Custodian shall instruct any sub- custodian to permit such persons as are authorized by Fund to examine the books, records and securities held by such sub-custodian which relate to Fund.

  • Location of Records The offices where the initial Servicer keeps all of its records relating to the servicing of the Pool Receivables are located at 0000 Xxxxxx Xxxxxxxxx, Xxxxxx, Xxxxxxxx 00000.

  • Records and Audit A. Concessionaire shall maintain complete, accurate, and detailed accounting records of all transactions pertaining to the Concession Operation covered by this Agreement that will enable Concessionaire to prepare financial statements in accordance with generally accepted accounting principles. Concessionaire shall make such records available to any authorized representative of Department upon request, as often as it is deemed necessary by Department, to determine the effectiveness of the financial management system and internal procedures that have been established by Concessionaire, and to ensure compliance with the terms and conditions of this Agreement and that the financial statements and reports present fairly the results of Concessionaire's operations pursuant to this Agreement. Failure to do so shall be a material breach of this Agreement. Said records shall be maintained and made available to Department and the State of New Jersey for a period of seven (7) years after the termination or expiration of this Agreement.

  • Records and Accounts The Trustee shall maintain accurate and detailed records and accounts of all transactions of the Trust, which shall be available at all reasonable times for inspection by any legally entitled person or entity to the extent required by applicable law, or any other person determined by the Committee.

  • Return of Records and Property Upon termination of Executive’s employment with the Company or at any time upon the Company’s request, Executive shall promptly deliver to the Company any and all of the Company’s and its Affiliate’s records and any and all of the Company’s and its Affiliate’s property in his possession or under his control, including manuals, books, blank forms, documents, letters, memoranda, notes, notebooks, reports, printouts, computer disks, computer tapes, source codes, data, tables or calculations and all copies thereof, documents that in whole or in part contain any trade secrets or Confidential Information of the Company or its Affiliates and all copies thereof, and keys, access cards, access codes, passwords, credit cards, personal computers, telephones and other electronic equipment belonging to the Company or its Affiliates.

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