Examinations and Inspections Sample Clauses

Examinations and Inspections. (a) Between the date hereof and the Closing Date, Buyer shall be entitled, through its employees and representatives, including, without limitation, Buyer's accountants, legal counsel, bankers and advisors, to make such inspection of the assets, properties, business and operations of the Company, and such examination of the books, records and financial condition of the Company, as Buyer reasonably desires. Any such inspections and examinations shall be conducted at reasonable times and under reasonable circumstances which do not disrupt the business, properties or assets of the Company and with respect to inspections and examinations involving the property and assets of third parties, subject to the consent of such third parties and consistent with their policies. For the purpose of facilitating such review, examination or inspection, the Company shall furnish the representatives of Buyer with all such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and cause their officers, employees, agents, accountants and attorneys to cooperate with such representatives in connection with such review and examination. (b) Buyer agrees that, with respect to any information or documents obtained from the Company concerning its assets, properties, customers, policies, finances, costs, sales, revenues, rights, obligations, liabilities, strategies, business and operations ("Confidential Information"), unless and until the transactions contemplated by this Agreement shall have been consummated: (a) such Confidential Information is confidential and/or proprietary to the Company and is entitled to and shall receive treatment as such by Buyer (except to the extent that any such information is readily ascertainable from public or published information or trade sources), and (b) Buyer will, and will cause all of its employees, representatives, agents and advisors who have access to any Confidential Information to, hold in confidence and not disclose or use (except in respect of the transactions contemplated by this Agreement) any such Confidential Information. Clear, Buyer, the Company and the Shareholders shall also each comply with the restrictions on publicity set forth in Section 8.2 of this Agreement. If the transactions contemplated by this Agreement are not closed, all documents and other materials obtained by Clear and Buyer from the Company shall be returned.
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Examinations and Inspections. Prior to the Closing Date, Parent and Merger Sub shall be entitled, through their respective employees and representatives, including, without limitation, their accountants and legal counsel, to make such inspection of the assets, properties, business and operations of the Company, and such examination of the books, records and financial condition of the Company as Parent and Merger Sub reasonably desire. Any such inspection and examination shall be conducted at reasonable times upon reasonable advance notice and under reasonable circumstances which do not disrupt the business, properties or assets of the Company. In order that the Parent and Merger Sub may have full opportunity to make such business, accounting and legal review, examination or inspection as they may reasonably desire of the Company, the Company shall furnish the representatives of the Parent and the Merger Sub during such period with all such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and cause its officers, employees, agents, accountants and attorneys to cooperate with such representatives in connection with such review and examination.
Sample 1
Examinations and Inspections. Owner grants City and any of its authorized representatives the right to go upon the Property at all reasonable times to make such examinations and inspections as are reasonably necessary in City's opinion to inspect connections to the City sewer, water, and storm drain facilities and determine that regulations relative to utility services are being complied with by the Owner or occupant. City shall make reasonable efforts to contact the Owner or a representative prior to entrance of any building unless such a delay would represent a threat to the public health or safety.
Sample 1
Examinations and Inspections. In order to facilitate due diligence ---------------------------- reviews, the Purchaser shall be entitled prior to the Closing Date, through its employees and representatives, including, without limitation, the Purchaser's accountants and legal counsel, to make such inspection of the assets, properties, business and operations of Premium and Athletic Attic, and such examination of the books, records and financial condition of Premium and Athletic Attic as the Purchaser reasonably desires. Any such inspection and examination shall be conducted at reasonable times and under reasonable circumstances which do not disrupt the business, properties or assets of Premium or Athletic Attic and with respect to inspections and examinations relating to Premium or Athletic Attic and involving the property and assets of third parties, subject to the consent of such third parties and consistent with their policies. In order that the Purchaser may have full opportunity to make such business, accounting and legal review, examination or inspection as it may reasonably desire of Premium or Athletic Attic, the Seller shall furnish the representatives of the Purchaser during such period with all such information and copies of such documents concerning the affairs of the Seller, Premium or Athletic Attic as such representatives may reasonably request and Premium shall cause its officers, employees, agents, accountants and attorneys to cooperate with such representatives in connection with such review and examination. Notwithstanding the foregoing, Purchaser agrees that unless Purchaser and Seller otherwise agree to the contrary, Purchaser will conduct such review and investigation of Athletic Attic through representatives of the Seller.
Sample 1
Examinations and Inspections. Either Contracting Party may request that an appropriate official of the other identify, examine, or inspect persons, objects, or sites in the Requested State. The request should contain the information necessary to justify such action. The results of the examination or inspection shall be recorded and authenticated in the manner provided in Article 14 of this Treaty.
Sample 1
Examinations and Inspections. Lender shall ensure that the Designated Affiliate cooperates with Ex-Im Bank in connection with any review by Ex-Im Bank of the Loan Documents and any inspection or field examination by Ex-Im Bank related to an Affiliate Loan Facility as if the Designated Affiliate were Lender under the MGA Documents.
Sample 1
Examinations and Inspections. (a) Prior to the Closing Date, the Buyer shall be entitled, through its employees and representatives, including, without limitation, the Buyer's accountants, legal counsel, bankers and advisors, to make such inspection of the assets, properties, business and operations of the Company, and such examination of the books, records and financial condition of the Company as the Buyer reasonably desires. Any such inspections and examinations shall be conducted at reasonable times and under reasonable circumstances which do not disrupt the business, properties or assets of the Company and with respect to inspections and examinations involving the property and assets of third parties, subject to the consent of such third parties and consistent with their policies. For the purpose of facilitating such review, examination or inspection, the Company and the Shareholders shall furnish the representatives of the Buyer with all such information and copies of such documents concerning the affairs of the Company as
Sample 1
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Examinations and Inspections. 18 4.5 Third Party Consents.......................................................................... 19 4.6 Properties.................................................................................... 19 4.7
Sample 1
Examinations and Inspections. (a) Prior to the Closing Date, Buyer shall be entitled, through its employees and representatives, including, without limitation, Buyer's accountants, legal counsel, bankers and advisors, to make such inspection of the assets, properties, business and operations of the Companies, and such examination of the books, records and financial condition of the Companies as Buyer reasonably desires, upon prior notice. During any inspection of the assets, properties or operations of any of the Companies, Buyer's representatives shall at all times be accompanied by any of the Shareholder, Ken Xxxxxx xx Jerrx Xxxxxxxxx. Xxy such inspections and examinations shall be conducted during normal business hours and under reasonable circumstances which do not disrupt the business, properties or assets of the Companies and with respect to inspections and examinations involving the property and assets of third parties, subject to the consent of such third parties and consistent with their policies. For the purpose of facilitating such review, examination
Sample 1

Related to Examinations and Inspections

  • Audits and Inspections At any time during normal business hours and as often as the City may deem necessary, Service Provider shall make available to the City for the City’s examination all of Service Provider’s records and documents with respect to all matters covered by this Agreement and, furthermore, Service Provider will permit the City to audit, examine and make copies, excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement.

  • Visits and Inspections The Parent and the Borrower shall, and shall cause each Subsidiary to, permit representatives or agents of any Lender or the Agent, from time to time after reasonable prior notice if no Event of Default shall be in existence, as often as may be reasonably requested, but only during normal business hours and at the expense of such Lender or the Agent (unless a Default or Event of Default shall exist, in which case the exercise by the Agent or such Lender of its rights under this Section shall be at the expense of the Borrower), as the case may be, to: (a) visit and inspect all properties of the Parent, the Borrower or such Subsidiary to the extent any such right to visit or inspect is within the control of such Person; (b) inspect and make extracts from their respective books and records, including but not limited to management letters prepared by independent accountants; and (c) discuss with its officers and employees, and its independent accountants, its business, properties, condition (financial or otherwise), results of operations and performance. If requested by the Agent, the Parent and the Borrower shall execute an authorization letter addressed to its accountants authorizing the Agent or any Lender to discuss the financial affairs of the Parent and any Subsidiary with its accountants.

  • Tests and Inspections 13.5.1 Tests, inspections and approvals of portions of the Work required by the Contract Documents or by laws, ordinances, rules, regulations or orders of public authorities having jurisdiction shall be required. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests, inspections or approvals. The Contractor shall give the Architect timely notice of when and where tests and inspections are to be made so the Architect may observe such procedures. The Owner shall bear costs of tests, inspections or approvals which do not become requirements until after bids are received or negotiations concluded. The Contractor shall not obligate the Owner for costs without the Architect's approval. 13.5.2 If the Architect, Owner or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection or approval not included under Subparagraph 13.5.1, the Architect will upon written authorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Contractor shall give timely notice to the Architect of when and where tests and inspections are to be made so the Architect may observe such procedures. The Owner shall bear such costs except as provided in subparagraph 13.5.3. 13.5.3 If such procedures for testing, inspection or approval under Subparagraphs 13.5.1 and 13.5.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents, the Contractor shall bear all costs made necessary by such failure including those of repeated procedures and compensation for the Architect's services and expenses. The Contractor also agrees that the cost of testing services required for the convenience of the Contractor in his scheduling and performance of the Work, and the cost of testing services related to remedial operations performed to correct deficiencies in the Work shall be borne by the Contractor. 13.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Contract Documents, be secured by the Contractor and promptly delivered to the Architect. 13.5.5 If the Architect is to observe tests, inspections or approvals required by the Contract Documents, the Architect will do so promptly and, where practicable, at the normal place of testing. 13.5.6 Owner to notify Contractor of selected testing company. All tests, except those preformed exclusively for the Contractor's convenience, shall be paid by the Owner; however, the Contractor must notify and/or coordinate with the testing firms with proper notification to the Owner. Any retests made necessary by the Contractor's failure to perform to the specs in the specifications, these costs shall be paid by the Contractor.

  • Information and Inspection Pledgor shall (i) promptly furnish Bank any information with respect to the Collateral requested by Bank; (ii) allow Bank or its representatives to inspect and copy, or furnish Bank or its representatives with copies of, all records relating to the Collateral and the Obligation; and (iii) promptly furnish Bank or its representatives with any other information Bank may reasonably request.

  • Records and Inspections Consultant shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of three years after the expiration or termination of this Agreement. City shall have the right to access and examine such records, without charge, during normal business hours. City shall further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.

  • Audit and Inspection 9.1 The Recipient, without charge, will permit any officer or officers of the Commissioner, external auditing bodies (i.

  • Other Information and Inspections In each case subject to the last sentence of this Section 6.3, each Restricted Person will furnish to each Lender any information which Administrative Agent or any Lender may from time to time request concerning any covenant, provision or condition of the Loan Documents or any matter in connection with Restricted Persons' businesses and operations. In each case subject to the last sentence of this Section 6.3, each Restricted Person will permit representatives appointed by Administrative Agent (including independent accountants, auditors, agents, attorneys, appraisers and any other Persons) to visit and inspect during normal business hours any of such Restricted Person's property, including its books of account, other books and records, and any facilities or other business assets, and to make extra copies therefrom and photocopies and photographs thereof, and to write down and record any information such representatives obtain, and each Restricted Person shall permit Administrative Agent or its representatives to investigate and verify the accuracy of the information furnished to Administrative Agent or any Lender in connection with the Loan Documents and to discuss all such matters with its officers, employees and, upon prior notice to Borrower, its representatives. Each of the foregoing inspections shall be made subject to compliance with applicable safety standards and the same conditions applicable to any Restricted Person in respect of property of that Restricted Person on the premises of Persons other than a Restricted Person or an Affiliate of a Restricted Person, and all information, books and records furnished or requested to be furnished, or of which copies, photocopies or photographs are made or requested to be made, all information to be investigated or verified and all discussions conducted with any officer, employee or representative of any Restricted Person shall be subject to any applicable attorney-client privilege exceptions which the Restricted Person determines is reasonably necessary and compliance with conditions to disclosures under non-disclosure agreements between any Restricted Person and Persons other than a Restricted Person or an Affiliate of a Restricted Person and the express undertaking of each Person acting at the direction of or on behalf of any Lender Party to be bound by the confidentiality provisions of Section 10.6 of this Agreement.

  • Visitation and Inspection The Borrower will, and will cause each of its Subsidiaries to, permit any representative of the Administrative Agent or any Lender to visit and inspect its properties, to examine its books and records and to make copies and take extracts therefrom, and to discuss its affairs, finances and accounts with any of its officers and with its independent certified public accountants, all at such reasonable times as the Administrative Agent or any Lender may reasonably request after reasonable prior notice to the Borrower; provided that (a) so long as no Event of Default shall have occurred and be continuing, the Administrative Agent and the Lenders shall not make more than one (1) such visit and inspection in any Fiscal Year; (b) if an Event of Default has occurred and is continuing, no prior notice shall be required and the limitation on the number of visits and inspections shall no longer apply; (c) any such inspection and examination, copies and discussions shall not be permitted to the extent it would violate confidentiality agreements or result in a loss of attorney-client privilege or claim of attorney work product so long as the Borrower notifies the Administrative Agent of such limitation and the reason therefor; and (d) any such inspection and examination, copies and discussions shall be subject to the terms of any applicable Master Lease and the accompanying Collateral Access Agreement.

  • TESTING AND INSPECTION 6.1 Pre-Commercial Operation Date Testing and Modifications.

  • Inspections The Servicer shall inspect the Mortgaged Property as often as deemed necessary by the Servicer in accordance with Accepted Servicing Practices to assure itself that the value of the Mortgaged Property is being preserved. In addition, if any Mortgage Loan is more than 45 days delinquent, the Servicer promptly shall inspect the Mortgaged Property and shall conduct subsequent inspections in accordance with Accepted Servicing Practices or as may be required by the primary mortgage guaranty insurer. Upon request, the Servicer shall produce an electronic report of each such inspection.

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