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.
Maintenance and Inspection of Records A. The SERVICE PROVIDER at such times and in such forms as the CITY may require, shall furnish to the CITY such statements, records, reports, data, and information as the CITY may request pertaining to matters covered by this Agreement.
B. The SERVICE PROVIDER shall maintain books, records and documents, which sufficiently and properly reflect all direct and indirect costs related to the performance of this Agreement and shall maintain such accounting procedures and practices as may be necessary to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject at all reasonable times to inspection, review, or audit, by the CITY, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement.
C. To ensure the CITY’S compliance with the Public Records Act, RCW 42.56, the SERVICE PROVIDER shall retain all books, records, documents and other material relevant to this agreement, for six (6) years after its expiration. The SERVICE PROVIDER agrees that the CITY or its designee shall have full access and right to examine any of said materials at all reasonable times during said period.
TESTING AND INSPECTION 6.1 Pre-Commercial Operation Date Testing and Modifications.
Equipment Testing and Inspection 2.1.1 The Interconnection Customer shall test and inspect its Small Generating Facility and Interconnection Facilities prior to interconnection. The Interconnection Customer shall notify the NYISO and the Connecting Transmission Owner of such activities no fewer than five Business Days (or as may be agreed to by the Parties) prior to such testing and inspection. Testing and inspection shall occur on a Business Day. The Connecting Transmission Owner may, at its own expense, send qualified personnel to the Small Generating Facility site to inspect the interconnection and observe the testing. The Interconnection Customer shall provide the NYISO and Connecting Transmission Owner a written test report when such testing and inspection is completed. The Small Generating Facility may not commence parallel operations if the NYISO, in consultation with the Connecting Transmission Owner, finds that the Small Generating Facility has not been installed as agreed upon or may not be operated in a safe and reliable manner.
2.1.2 The NYISO and Connecting Transmission Owner shall each provide the Interconnection Customer written acknowledgment that it has received the Interconnection Customer’s written test report. Such written acknowledgment shall not be deemed to be or construed as any representation, assurance, guarantee, or warranty by the NYISO or Connecting Transmission Owner of the safety, durability, suitability, or reliability of the Small Generating Facility or any associated control, protective, and safety devices owned or controlled by the Interconnection Customer or the quality of power produced by the Small Generating Facility.
Maintenance and Inspection Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under 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.
Record Retention and Inspection Organization shall retain financial, programmatic, client data and other service records for three (3) years from the date of the end of the Agreement award or for three (3) years from the date of termination, whichever is later. Authorized representatives of City, the state and/or federal government may inspect and/or audit Organization’s performance, place of business and/or records pertaining to 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.
Information and Inspection Rights The Company covenants and agrees that for so long as an Investor, together with its Affiliates, holds Shares that represent at least seven percent (7%) of the then outstanding Preferred Shares (as defined below) of the Company (calculated on an as-converted basis) (each, a “Major Investor”), the Company shall deliver to such Major Investor; provided that the Board (as defined below) has not reasonably and in good faith determined that such Major Investor is a competitor of the Group Companies that is primarily engaged in discovering and developing first-in-class and best-in-class innovative Precision Biologics-utilizing platform. (the “Competitor”):
(a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year (or by such later date as may be approved by the Board (as defined below)), audited annual financial statements of the Company, including a consolidated balance sheet of the Company and each Group Company as at the end of such fiscal year and consolidated statements of income and cash flows of the Company and each Group Company for such year, prepared in accordance with United States generally accepted accounting principles as promulgated by the Financial Accounting Standards Board (“US GAAP”);
(b) as soon as practicable, but in any event within forty five (45) days after the end of each of the first three quarters, unaudited quarterly financial statements of the Company for such period, including an unaudited consolidated balance sheet of the Company and each Group Company as at the end of each such quarterly period and unaudited consolidated statements of income and cash flows of the Company and each Group Company for such period and for the current fiscal year to date, prepared in accordance with the US GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with the US GAAP);
(c) as soon as practicable, but in any event within thirty (30) days after the end of each month, unaudited income statement and statement of cash flows of the Company for such month, prepared in accordance with the US GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with the US GAAP);
(d) as soon as practicable, but in any event not later than thirty (30) days prior to the end of each fiscal year, a comprehensive operating budget forecasting the Company’s revenues, expenses, and cash position on a month-to-month basis for the upcoming fiscal year; and
(e) such other information relating to the financial condition, business or corporate affairs of the Company as such Major Investor may from time to time reasonably request (the above rights, collectively, the “Information Rights”). For so long as an Investor, together with its Affiliates, holds any Shares, the Company shall deliver to such Investor the financial information set forth in Sections 1.1(a) and 1.1(b) above. The Company further covenants and agrees that each Major Investor shall have the right to, together with its officers, employees, auditors, legal counsel and other agents, inspect the facilities, records and books of the Group Companies at any time during regular working hours on reasonable prior notice to the Company and the right to discuss the business, operation and conditions of the Group Companies with any Group Company’s directors, officers, employees, accounts, legal counsels and investment bankers (the “Inspection Rights”); provided that the Company shall not be obligated in respect of the Inspection Rights if the Board has reasonably and in good faith determined that such Major Investor is a Competitor and shall have no obligation to grant access to a Major Investor with respect to information which the Board reasonably determines in good faith is (i) highly confidential and the disclosure of which to such Major Investor may result in material harm to the Company or (ii) attorney-client privileged and should not, therefore, be disclosed. Each Major Investor shall, during the normal working hours and by giving the Company a fifteen (15) days prior written notice and at its own expense, have the right to audit the books and records of the Group Companies and the Company shall, and shall cause each other Group Company, to cooperate with any Major Investor and its representatives with respect to any such audit; provided, that any Major Investor requesting such audit shall notify all other Major Investors in writing and the other Major Investors shall have the right to participate in such audit by written notice to the initiating Major Investor (the “Audit Rights”); provided, however, that such Audit Rights shall be exercised by Major Investors no more than once during each fiscal year. The Information Rights and the Inspection Rights shall terminate (i) immediately before the consummation of the Company’s first underwritten public offering of its Ordinary Shares (as defined below) under the Securities Act (an “IPO”); (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; or (iii) upon the closing of a Deemed Liquidation Event, as such term is defined in the Restated Articles.
Inspection of Services Subcontractor shall make the Services accessible at all reasonable times for inspection by the Contractor. Subcontractor shall, at the first opportunity, inspect all material and equipment delivered to the job site by others to be used or incorporated in the Subcontractor’s Services and give prompt notice of any defect therein. Subcontractor assumes full responsibility to protect the work done hereunder until final acceptance by the Contractor or any authorized third (3rd) party.
