Full Access and Financials Sample Clauses

Full Access and Financials. ELC and its authorized representatives will have full access during normal business hours, upon reasonable notice to Kxxxxxx, to all properties, books, records, contracts and documents of Kxxxxxx or relating to Kapadia’s current and former employees, customers and suppliers, and shall be allowed to inspect and cause tests to be made of the assets and facilities of Kxxxxxx through the Closing Date. Kxxxxxx will make available to ELC and such authorized representatives all information with respect to the affairs and business of Kxxxxxx as ELC may reasonably request. Nothing contained in this Section 6.1, nor the exercise by ELC of its rights hereunder, will relieve Kxxxxxx or the Stockholder from or limit any liability which may arise out of any breach of any representation, warranty, covenant or agreement of Kxxxxxx or the Stockholder contained in this Agreement. Kxxxxxx, within 5 days after completion thereof, will provide ELC with copies of internally prepared balance sheets and operating statements related to Kxxxxxx for each monthly accounting period between the date of this Agreement and the Closing Date.
Sample 1
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Full Access and Financials. ELC and its authorized representatives will have full access during normal business hours, upon reasonable notice to Pxxxx, to all properties, books, records, contracts and documents of Pxxxx or relating to Pxxxx’x current and former employees, customers and suppliers, and shall be allowed to inspect and cause tests to be made of the assets and facilities of Pxxxx through the Closing Date. Any such investigation or testing shall be conducted in such a manner so as to not unreasonably interfere with the conduct of Pxxxx’x business operations. Further, ELC shall indemnify and hold harmless Pxxxx and the Stockholder if any such testing causes damage to the Leased Real Property or any of Pxxxx’x personal property or adversely impacts the conduct of Pxxxx’x business operations (excluding any adverse impact with respect to ELC’s willingness to proceed under this Agreement). ELC shall deliver to Pxxxx and the Stockholder copies of any reports relating to or arising out of any environmental testing conducted by ELC. Pxxxx will make available to ELC and such authorized representatives all information with respect to the affairs and business of Pxxxx as ELC may reasonably request. Nothing contained in this Section 6.1, nor the exercise by ELC of its rights hereunder, will relieve Pxxxx or the Stockholder from or limit any liability which may arise out of any breach of any representation, warranty, covenant or agreement of Pxxxx or the Stockholder contained in this Agreement. Pxxxx, within 5 days after completion thereof, will provide ELC with copies of internally prepared balance sheets and operating statements related to Pxxxx for each monthly accounting period between the date of this Agreement and the Closing Date.
Sample 1
Full Access and Financials. 4.2.1 Through the Closing Date, Buyer and its authorized representatives will have full access during normal business hours to all (i) properties, books, records, contracts and documents of the Company or relating to the Company's current and former employees, customers and suppliers and shall be able to make copies of the same and (ii) shall be allowed to inspect and cause tests to be made of the Assets and facilities of the Company. Buyer shall also be permitted to make inquiries of the Company's suppliers, customers, representatives, accountants, legal representatives, financing sources and others familiar with the Company and the Company's business for purposes of deriving information concerning the Company's business. Shareholders and the Company will make available to Buyer and such authorized representatives all information with respect to the affairs and business of the Company as Buyer may reasonably request. Nothing contained in this Section, nor the exercise by Buyer of its rights hereunder, will relieve Shareholders or the Company from or limit any liability which may arise out of any breach of any representation, warranty, covenant or agreement contained in this Agreement. In the event Buyer is not satisfied with the results of its inspection and due diligence pursuant to this Section, Buyer may terminate this Agreement without any liability whatsoever to Shareholders or the Company and shall be relieved of its obligations hereunder.
Sample 1
Full Access and Financials. 6.2.1 Buyer and its authorized representatives will have full access during normal business hours, upon reasonable notice to the Company, to all (i) properties, books, records, contracts and documents of the Company or relating to the Company's current and former employees, customers and suppliers and (ii) shall be allowed to inspect and cause tests to be made of the Assets and facilities of the Company through the Closing Date. Shareholders and the Company will make available to Buyer and such authorized representatives all information with respect to the affairs and business of the Company as Buyer may reasonably request. Nothing contained in this Section, nor the exercise by Buyer of its rights hereunder, will relieve Shareholders or the Company from or limit any liability which may arise out of any breach of any representation, warranty, covenant or agreement contained in this Agreement. In the event Buyer is not satisfied with the results of its inspection and due diligence pursuant to this Section, Buyer may terminate this Agreement without any liability whatsoever to Shareholders or the Company and shall be relieved of its obligations hereunder, other than Buyer's obligations pursuant to Section 7.3
Sample 1
Full Access and Financials. ELC and its authorized representatives will have full access during normal business hours, upon reasonable notice to MPG, to all properties, books, records, contracts and documents of MPG or relating to MPG’s current and former employees, customers and suppliers, and shall be allowed to inspect and cause tests to be made of the Assets and facilities of MPG through the Closing Date. MPG will make available to ELC and such authorized representatives all information with respect to the affairs and business of MPG as ELC may reasonably request. Nothing contained in this Section 6.1, nor the exercise by ELC of its rights hereunder, will relieve MPG from or limit any liability which may arise out of any breach of any representation, warranty, covenant or agreement contained in this Agreement. MPG, within 5 days after completion thereof, will provide ELC with copies of internally prepared balance sheets and operating statements related to MPG for each monthly accounting period between the date of this Agreement and the Closing Date.
Sample 1

Related to Full Access and Financials

  • Year-End Financials (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available and in any event within 90 days after the end of such Fiscal Year, (a) the consolidated balance sheet of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a written analysis or narrative report describing the operations of Company and its Subsidiaries in form reasonably satisfactory to Administrative Agent, and (c) in the case of such consolidated financial statements, a report thereon of Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by Company, which report shall be unqualified, shall express no doubts, assumptions or qualifications concerning the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;

  • Reports and Financial Statements The filings (other than immaterial filings) required to be made by CEI and the CEI Subsidiaries under the Securities Act, the Exchange Act, PUHCA, the Power Act, the Atomic Energy Act or applicable state public utility laws and regulations have been filed with the SEC, FERC, the NRC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, tariffs, contracts, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto required to be filed with such commission. As of their respective dates, the reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by CEI or any CEI Subsidiary with the SEC since January 1, 1997 (the "CEI SEC Documents") complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such CEI SEC Documents, and none of the CEI SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of CEI included in the CEI SEC Documents (the "CEI Financial Statements") comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of CEI and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments).

  • Accounting Methods and Financial Records Maintain a system of accounting, and keep such books, records and accounts (which shall be true and complete in all material respects) as may be required or as may be necessary to permit the preparation of financial statements in accordance with GAAP and in compliance with the regulations of any Governmental Authority having jurisdiction over it or any of its properties.

  • SEC Filings and Financial Statements The Company has filed all reports required to be filed by it under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments.

  • Fund Valuation and Financial Reporting Services (1) Account for Fund share purchases, sales, exchanges, transfers, dividend reinvestments, and other Fund share activity as reported by the Fund’s transfer agent on a timely basis.

  • Access to Financial Information Buyer’s representatives shall have access to, and Seller and its Affiliates shall cooperate with Buyer and furnish upon request, all financial and other information relating to the Hotel’s operations to the extent necessary to enable Buyer’s representatives to prepare audited financial statements in conformity with Regulation S-X of the Securities and Exchange Commission (the “SEC”) and other applicable rules and regulations of the SEC and to enable them to prepare a registration statement, report or disclosure statement for filing with the SEC on behalf of Buyer or its Affiliates, whether before or after Closing and regardless of whether such information is included in the Records to be transferred to Buyer hereunder. Seller shall also provide to Buyer’s representative a signed representation letter in form and substance reasonably acceptable to Seller sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Hotel. Buyer will reimburse Seller for costs reasonably incurred by Seller to comply with the requirements of the preceding sentence to the extent that Seller is required to incur costs not in the ordinary course of business for third parties to provide such representation letters. The provisions of this Section shall survive Closing or termination of this Contract.

  • RECORDS AND FINANCIAL STATEMENTS The Advisor, in the conduct of its responsibilities to the Company, shall maintain adequate and separate books and records for the Company’s operations in accordance with GAAP, which shall be supported by sufficient documentation to ascertain that such books and records are properly and accurately recorded. Such books and records shall be the property of the Company and shall be available for inspection by the Board and by counsel, auditors and other authorized agents of the Company, at any time or from time to time during normal business hours. Such books and records shall include all information necessary to calculate and audit the fees or reimbursements paid under this Agreement. The Advisor shall utilize procedures to attempt to ensure such control over accounting and financial transactions as is reasonably required to protect the Company’s assets from theft, error or fraudulent activity. All financial statements that the Advisor delivers to the Company shall be prepared on an accrual basis in accordance with GAAP, except for special financial reports that by their nature require a deviation from GAAP. The Advisor shall liaise with the Company’s officers and independent auditors and shall provide such officers and auditors with the reports and other information that the Company so requests.

  • Annual Business Plan and Financial Projections As soon as practicable and in any event within ninety (90) days after the beginning of each Fiscal Year, a business plan of the Borrower and its Subsidiaries for such Fiscal Year, such plan to be prepared in accordance with GAAP and to include, on a quarterly basis, the following: a projected income statement, statement of cash flows and balance sheet and a statement containing the volume and price assumptions by product line used in preparing the business plan, accompanied by a certificate from a Responsible Officer of the Borrower to the effect that, to the best of such officer’s knowledge, such projections are good faith estimates (utilizing assumptions believed to be reasonable) of the financial condition and operations of the Borrower and its Subsidiaries for such Fiscal Year.

  • Year-End Financial Statements As soon as available but no later than one hundred (100) days after and as of the end of each financial reporting year, a complete copy of Borrower's audit report, which shall include balance sheet, income statement, statement of changes in equity and statement of cash flows for such year, prepared and certified by an independent certified public accountant selected by Borrower and satisfactory to Lender (the "Accountant"). The Accountant's certification shall not be qualified or limited due to a restricted or limited examination by the Accountant of any material portion of Borrower's records or otherwise.

  • THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1, as Lenders;

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