FINANCIAL ACCESS Sample Clauses

FINANCIAL ACCESS. (a) Upon the demand of the Surviving Partnership, the General Partner will provide a signed representation letter substantially in the form of EXHIBIT "E" attached hereto. The General Partner and the Merged Partnership will provide access to the Surviving Partnership's representative to all financial and other information relating to the Merged Partnership and the Property as is sufficient to enable them to prepare audited and pro-forma financial statements, in conformity with Regulation S-X of the Securities and Exchange Commission (the "Commission") and any registration Statement, report or disclosure statement to be filed with the Commission. (b) Prior to the Effective Date the Surviving Partnership shall from time to time, promptly after request, supply to the Merged Partnership, and certify to the Merged Partnership the accuracy and completeness of, copies of any financial statements and records and other documents and information requested by the General Partner regarding the Surviving Partnership and HME which are available to the public. (c) The Parties hereto recognize that, at the Effective Date, the Merged Partnership will be treated for federal income tax purposes as having contributed all of its assets to the Surviving Partnership in exchange for the Consideration, which the Merged Partnership will be deemed to have distributed to its Partners in complete liquidation of the Merged Partnership. Consequently, the Merged Partnership will terminate for federal income tax purposes at the Effective Time. The Parties hereto shall prepare their tax returns for their respective taxable years which include the Effective Date consistent with that characterization of the transaction. The Surviving Partnership shall make available to the General Partner (and its representatives) promptly upon request, all financial and other information relating to the Merged Partnership which is necessary to permit the Merged Partnership to file its tax returns for its taxable year ended on the Effective Date.
Sample 1Sample 2Sample 3See All (7)
AutoNDA by SimpleDocs
FINANCIAL ACCESS. Seller will provide a signed representation letter in substantially the form attached hereto as Exhibit G to enable an Independent Public Accountant to render an opinion on such financial statements. Seller will provide access by Buyer's representatives, to all financial and other information relating to the Property as is sufficient to enable them to prepare audited financial statements, at Buyer's expense, in conformity with Regulation S-X of the Securities and Exchange Commission (the "Commission") and any registration statement, report or disclosure statement required to be filed with the Commission.
Sample 1
FINANCIAL ACCESS. (a) On the Closing Date, the Company and/or the Partnership will provide a signed representation letter substantially in the form of EXHIBIT C attached hereto. The Company and the Partnership will provide access to Home Properties' representative to all financial and other information relating to the Company, the Partnership and the Property as is sufficient to enable them to prepare audited and pro-forma financial statements, in conformity with Regulation S-X of the Securities and Exchange Commission (the "COMMISSION") and any registration Statement, report or disclosure statement to be filed with the Commission.
Sample 1Sample 2
FINANCIAL ACCESS. The Representative will provide a signed representation letter as prescribed by Generally Accepted Auditing Standards as promulgated by the Auditing standards Division of the American Institute of Public Accountants which representation is required to enable an Independent Public Accountant to render an opinion on such financial statements. The Contributing Partners will provide access by Buyer's representatives, to all financial and other information relating to the Property as is sufficient to enable them to prepare audited financial statements, at Buyer's expense, in conformity with Regulation S-X of the Securities and Exchange Commission (the "Commission") and any registration statement, report or disclosure statement required to be filed with the Commission.
Sample 1
FINANCIAL ACCESS. Company shall, and shall cause its Subsidiaries to, allow Buyer and Buyer's Accountants access to such records, working papers, physical inventory and any other items as they may reasonably request for the purpose of verifying the results obtained and financial statements produced by Company's Accountants and Previous Accountants.
Sample 1
FINANCIAL ACCESS. Seller will certify to Seller that its records accurately reflect the operation of the Property on a cash basis. Such certification shall be in substantially the same form as Exhibit J annexed hereto. Seller will provide access by Buyer's representatives, upon reasonable notice and during reasonable business hours to all financial and other information relating to the Property as is sufficient to enable them to prepare audited financial statements, at Buyer's expense, in conformity with Regulation S-X of the Securities and Exchange Commission (the "Commission") and any registration statement, report or disclosure required to be filed with the Commission.
Sample 1
FINANCIAL ACCESS. Seller will provide a signed representation letter as prescribed by Generally Accepted Auditing Standards as promulgated by the Auditing Standards Division of the American Institute of Public Accountants which representation is required to enable an Independent Public Accountant to render an opinion on Buyer's financial statements. Seller will provide access by Buyer's representatives, upon reasonable notice and during reasonable business hours, to all financial and other information relating to the Properties as is sufficient to enable them to prepare audited financial statements, at Buyer's expense, in conformity with Regulation S-X of the Securities and Exchange Commission (the "Commission") and any registration statement, report or disclosure statement required to be filed with the Commission.
Sample 1
AutoNDA by SimpleDocs

Related to FINANCIAL ACCESS

  • Financial Ability Each of the Buyer Parties acknowledges that its obligation to consummate the transactions contemplated by this Agreement and the Brewery Transaction is not and will not be subject to the receipt by any Buyer Party of any financing or the consummation of any other transaction other than the occurrence of the GM Transaction Closing and, in the case of the Brewery Transaction, the consummation of the transactions contemplated by this Agreement. The Buyer Parties have delivered to ABI a true, complete and correct copy of the executed definitive Second Amended and Restated Interim Loan Agreement, dated as of February 13, 2013, among Bank of America, N.A. (“Bank of America”), JPMorgan Chase Bank N.A. (“JPMorgan”) and CBI (collectively, the “Financing Commitment”), pursuant to which, upon the terms and subject to the conditions set forth therein, the lenders party thereto have committed to lend the amounts set forth therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement and the Brewery Transaction. The Buyer Parties have delivered to ABI true, complete and correct copies of the fee letter and engagement letters relating to the Financing Commitment (redacted only as to the matters indicated therein), the Financing Commitment has not been amended or modified prior to the date of this Agreement, and, as of the date hereof, the respective commitments contained in the Financing Commitment have not been withdrawn, terminated or rescinded in any respect. There are no agreements, side letters or arrangements to which CBI or any of its Affiliates is a party relating to the Financing Commitment that could affect the availability of the Financing. The Financing Commitment constitutes the legally valid and binding obligation of CBI and, to the Knowledge of CBI, the other parties thereto, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles). The Financing Commitment is in full force and effect and has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither CBI nor any of its Affiliates is in breach of any of the terms or conditions set forth in the Financing Commitment, and assuming the accuracy of the representations and warranties set forth in Article 4 and performance by ABI of its obligations under this Agreement and the Brewery SPA, as of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein. As of the date hereof, no lender has notified CBI of its intention to terminate the Financing Commitment or not to provide the Financing. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in the Financing Commitment. The aggregate proceeds available to be disbursed pursuant to the Financing Commitment, together with available cash on hand and availability under CBI’s existing credit facility, will be sufficient for the Buyer Parties to pay the Purchase Price hereunder and under the Brewery SPA and all related fees and expenses on the terms contemplated hereby and thereby in accordance with the terms of this Agreement and the Brewery SPA. As of the date hereof, CBI has paid in full any and all commitment or other fees required by the Financing Commitment that are due as of the date hereof. As of the date hereof, the Buyer Parties have no reason to believe that CBI and any of its applicable Affiliates will be unable to satisfy on a timely basis any conditions to the funding of the full amount of the Financing, or that the Financing will not be available to CBI on the Closing Date.

  • FINANCIAL AID If the student obtains a loan to pay for an educational program, the student will have the responsibility to repay the full amount of the loan plus interest, less the amount of any refund. If the student is eligible for a loan guaranteed by the federal or state government and the student defaults on the loan, both of the following may occur: 1. The federal or state government or a loan guarantee agency may take action against the student, including applying any income tax refund to which the person is entitled to reduce the balance owed on the loan. 2. The student may not be eligible for any other federal student financial aid at another institution or other government assistance until the loan is repaid.

  • ICANN Access Registry Operator shall provide bulk access to the zone files for the TLD to ICANN or its designee on a continuous basis in the manner ICANN may reasonably specify from time to time. Access will be provided at least daily. Zone files will include SRS data committed as close as possible to 00:00:00 UTC.

  • FINANCIAL SUPPORT 3.1 The individual support from Erasmus+ EU funds for the mobility period is EUR […], corresponding to EUR […] per month and EUR […] per extra days. The final amount of Erasmus+ EU funds for the mobility period shall be determined by multiplying the number of months of the mobility covered by Erasmus+ EU funds specified in article 2.4 with the rate applicable per month for the receiving country concerned. In the case of incomplete months, the financial support from Erasmus+ EU funds is calculated by multiplying the number of days in the incomplete month with 1/30 of the unit cost per month. [Institution to select if applicable and complete with specific rules if needed: The financial support other than Erasmus+ EU funds for the mobility period is EUR […].] 3.2 [NA/institution shall select Option 1 or Option 2] [Option 1: [In addition, the participant shall receive […] EUR as a contribution for travel.] [For zero-grant participants, the contribution for travel should be 0] [Option 2: [In addition, the institution shall provide the participant with travel support in the form of direct provision of the required travel support services. In such case, the institution shall ensure that the provision of services will meet the necessary quality and safety standards.] 3.3 The reimbursement of costs incurred in connection with special needs, when applicable, shall be based on the supporting documents provided by the participant. 3.4 The financial support may not be used to cover similar costs already funded by EU funds. 3.5 Notwithstanding article 3.4, the grant is compatible with any other source of funding including revenue that the participant could receive working beyond his/her studies/traineeship as long as he/she carries out the activities foreseen in Annex I. 3.6 The financial support or part thereof shall be repaid if the participant does not carry out the mobility activity in compliance with the terms of the agreement [NA to complete with specific recovery rules if needed]. If the participant terminates the agreement before it ends, he/she shall have to refund the amount of the grant already paid, except if agreed differently with the institution. However, when the participant has been prevented from completing his/her mobility activities as described in Annex I due to force majeure, he/she shall be entitled to receive at least the amount of the grant corresponding to the actual duration of the mobility period. Any remaining funds shall have to be refunded, except if agreed differently with the institution. Such cases shall be reported by the institution and accepted by the National Agency.

  • Financial Accounts Exhibit E, as may be updated by the Borrower in a written notice provided to Agent after the Closing Date, is a true, correct and complete list of (a) all banks and other financial institutions at which Borrower or any Subsidiary maintains Deposit Accounts and (b) all institutions at which Borrower or any Subsidiary maintains an account holding Investment Property, and such exhibit correctly identifies the name, address and telephone number of each bank or other institution, the name in which the account is held, a description of the purpose of the account, and the complete account number therefor.

  • Market Access 1. With respect to market access through the modes of supply identified in the "trade in services" definition of Article 104 (Definitions), each Party shall accord to services and service suppliers of the other Party treatment no less favourable than that provided for under the terms, limitations and conditions agreed and specified in its Schedule (7). 2. In sectors where market access commitments are undertaken, the measures which a Party shall not maintain or adopt either on the basis of a regional subdivision or on the basis of its entire territory, unless otherwise specified in its Schedule, are defined as: (a) limitations on the number of service suppliers whether in the form of numerical quotas, monopolies, exclusive service suppliers or the requirements of an economic needs test; (b) limitations on the total value of service transactions or assets in the form of numerical quotas or the requirement of an economic needs test; (c) limitations on the total number of service operations or on the total quantity of service output expressed in terms of designated numerical units in the form of quotas or the requirement of an economic needs test; (8) (d) limitations on the total number of natural persons that may be employed in a particular service sector or that a service supplier may employ and who are necessary for, and directly related to, the supply of a specific service in the form of numerical quotas or the requirement of an economic needs test; (e) measures which restrict or require specific types of legal entity or joint venture through which a service supplier may supply a service; or (f) limitations on the participation of foreign capital in terms of maximum percentage limit on foreign shareholding or the total value of individual or aggregate foreign investment.

  • Open Access Same-Time Information System (OASIS): 1. 28A Operating Agreement of the PJM Interconnection, L.L.C. or Operating Agreement:

  • Account Access Electronic Check Transactions may only be made from your checking account.

  • Financial Impact The school anticipates that the requested waivers will have no financial impact on Denver Public Schools or the school. How the Impact of the Waivers Will be Evaluated: Since this area has a critical impact on the performance of the entire school, the impact of this waiver will be measured by the same performance criteria and assessments that apply to the school, as set forth in this Charter School Agreement.

  • Facility Access Notwithstanding any other provision of the Agreement, the Customer shall provide the Authority with such access to the Facility, and such documentation, as the Authority deems necessary to determine the Customer’s compliance with the Customer’s Supplemental Commitments specified in this Schedule B.

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