Investigation and Review Sample Clauses

Investigation and Review. (1) The Department may exercise any and all authority and powers available to it under this Agreement to administer and enforce this Program, including, but not limited to, examining, auditing and investigating the Bonded Web Users’ books and records. Any civil, criminal, and administrative authority and remedies available to the Department may be sought and employed in any combination deemed advisable by the Department to enforce the provisions of this Agreement. Nothing in this Agreement shall be construed to impair or impede the Department’s authority. (2) The DMV may examine, audit, or investigate a Bonded Web User’s activities under this Agreement between a Bonded Web User and the DMV even if the Bonded Web User Program Agreement is terminated, cancelled or expires. The examination, audit or investigation may relate to any matter, including, but not limited to, procedures, operations and finances relating to the Bonded Web User activity. The Bonded Web User shall make available to the DMV all of its records and reports relating to the conduct of the activity, whether hard copy, or stored in electronic media. Failure by a Bonded Web User to comply with the provisions of this Agreement shall be cause for immediate termination of a Bonded Web User’s authorization to process transactions as a Bonded Web User. (3) Whenever the Department examines, audits or investigates any Bonded Web User, that Bonded Web User shall pay, within thirty (30) calendar days after receipt of a statement from the Department, the reasonable costs incurred by the Department for the performance of the examination, audit or investigation, including, but not limited to: (a) The reasonable amount of the salary and/or other compensation paid to the persons making the examination, audit or investigation. (b) The reasonable expenses for travel, meals and lodging of the persons making the examination, audit or investigation. (c) The reasonable amount of any other expenses, including overhead.
Sample 1
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Investigation and Review. (a) Subject to the next following sentence, at any time on or prior to the 20th day following the receipt of the Sac River Disclosure Letter, Bancshares may, by action of its Board of Directors, elect to terminate this Agreement on behalf of Bancshares. Nothing in this Section 10.2(a) shall be construed (i) to limit the period of time during which Bancshares may conduct its investigation and review of Sac River, (ii) to limit any duty to Sac River otherwise to cooperate with the investigation and review by Bancshares subsequent to the period established pursuant to the first sentence of this subsection (a), or (iii) to limit or qualify in any respect the representations and warranties of Sac River to Bancshares set forth in this Agreement as a result of any such investigation and review. (b) Subject to the next following sentence, at any time on or prior to the 20th day following receipt of the Bancshares Disclosure Letter, Sac River may, by action of its Board of Directors, elect to terminate this Agreement on behalf of Sac River. Nothing in this Section 10.2(b) shall be construed (i) to limit the period of time during which Sac River may conduct its investigation and review of Bancshares and Liberty; (ii) to limit any duty of Bancshares otherwise to cooperate with the investigation and review by Sac River subsequent to the period established pursuant to the first sentence of this subsection (b); or (iii) to limit or qualify in any respect the representations and warranties of Bancshares to Sac River set forth in this Agreement as a result of such investigation and review.
Sample 1
Investigation and Review. Prior to Closing under this Agreement, Company and Purchaser have had and shall each provide to the other reasonable access to all records and information necessary to conduct a due diligence investigation to determine to each party's satisfaction, the condition of the business of NCBC.
Sample 1
Investigation and Review. It shall be a condition to closing that the documents described in this Paragraph 5(a)(iii) (the “Investigation Documents”) be delivered to the Buyer and approved as provided below. Xxxxx acknowledges and agrees, that as of the date of this Agreement, Xxxxx has received, reviewed and approved copies of all Investigation Documents and that this condition to closing is satisfied. The Investigation Documents consist of the following: A. Copies of all current leases, subleases, rent rolls, proposed leases, lease amendments, easements, and any other binding agreements affecting the tenancies; B. Any and all environmental, hazardous material and asbestos reports performed on the Property on behalf of Seller or in Seller’s possession or control; C. Any property surveys for the Property, including, if available, any current ALTA boundary or topographic survey performed on the Property on behalf of Seller or in Seller’s possession or control; D. Copies of reports and/or specifications for any maintenance or repair work performed on the Property during the past three (3) years; E. Any wetlands reports or analysis performed on the Property on behalf of Seller or in Seller’s possession or control; F. Any soils or geotechnical reports performed on the Property on behalf of Seller or in Seller’s possession or control; G. Copies of any correspondence from city, state or other applicable jurisdiction received by Seller that would have a material effect on Buyer’s re-development of the Property; H. Copies of any improvement plans for the Property performed on behalf of Seller, including structural, civil, utilities and landscaping details; I. Copies of any covenants, conditions, restrictions, historic designations and any site planning guidelines that will be applicable to the Property; and J. Any other business documents or records with respect to the operation of the Property which may reasonably be requested by Xxxxx, including “as builts” or construction documents. Seller’s obligation to provide the above-referenced documentation notwithstanding, Buyer shall be responsible for its own due diligence. Xxxxxx and Xxxxx acknowledge that prior to the execution of this Agreement, Xxxxx conducted inspections and analysis (“Buyer’s Documents,” as listed in Exhibit H), complete copies of the results of which have been delivered to Seller.
Sample 1
Investigation and Review. (a) The department may exercise any and all authority and powers available to it under any other provisions of law to administer and enforce this article, including, but not limited to, examining, auditing and investigating the business partner's books and records, and charging and collecting the reasonable costs for these activities. Any civil, criminal, and administrative authority and remedies available to the department may be sought and employed in any combination deemed advisable by the department to enforce the provisions of this article. Nothing in this section shall be construed to impair or impede the department's authority under any other provision of law. (b) The State may examine, audit, or investigate a business partner's activities under Vehicle Code section 1685, these regulations, and any agreement between a business partner and the State even if the BPA contract or permit is terminated, cancelled or expires. The examination, audit or investigation may relate to any matter, including, but not limited to, procedures, operations and finances relating to the business partner activity. The business partner shall make available to the State all of its records and reports relating to the conduct of the activity, whether hard copy, or stored in electronic media. Failure by a business partner to comply with the provisions of this section shall be cause for immediate termination of a business partner's authorization to process transactions as a business partner permit. (c) Whenever the department examines, audits or investigates any business partner, that business partner shall pay, within thirty (30) days after receipt of a statement from the department, the reasonable costs incurred by the department for the performance of the examination, audit or investigation, including, but not limited to: (1) The reasonable amount of the salary and/or other compensation paid to the persons making the examination, audit or investigation. (2) The reasonable expenses for travel, meals and lodging of the persons making the examination, audit or investigation. (3) The reasonable amount of any other expenses, including overhead. Note: Authority cited: Sections 1651 and 1685, Vehicle Code. Reference: Section 1685, Vehicle Code.
Sample 1
Investigation and Review. Purchaser, with the assistance and advice of its accountants and other advisors whom it has deemed appropriate, will have a full opportunity to complete a review of all information pertaining to the business and financial operations of the Company which will be provided directly to Purchaser or to which Purchaser will be given access either by the Seller or the Seller's representatives. Purchaser will, in addition, be given the opportunity to request additional information concerning the Company's assets, liabilities, books, records and financial status, and will receive full and adequate responses to any such requests. Purchaser shall complete its investigation and review on or before August , 1997.
Sample 1
Investigation and Review 
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Related to Investigation and Review

  • Examination and Review (i) After receipt of the Closing Working Capital Statement, Carlyle and X. Xxxxx shall have 30 days (the “Review Period”) to review the Closing Working Capital Statement. During the Review Period, Carlyle and X. Xxxxx and their accountants shall have full access to the books and records of the Company, the personnel of, and work papers prepared by, Parent and Parent’s accountants to the extent that they relate to the Closing Working Capital Statement and to such historical financial information (to the extent in Parent’s possession) relating to the Closing Working Capital Statement as Carlyle and X. Xxxxx may reasonably request for the purpose of reviewing the Closing Working Capital Statement and to prepare a Statement of Objections (defined below), provided, that such access shall be in a manner that does not interfere with the normal business operations of Parent or the Company. (ii) On or prior to the last day of the Review Period, Carlyle and X. Xxxxx may object to the Closing Working Capital Statement by delivering to Parent a written statement setting forth Carlyle and X. Xxxxx’x objections in reasonable detail, indicating each disputed item or amount and the basis for Carlyle and X. Xxxxx’x disagreement therewith (the “Statement of Objections”). If Carlyle and X. Xxxxx fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post‑Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Carlyle and X. Xxxxx. If Xxxxxxx and X. Xxxxx deliver the Statement of Objections before the expiration of the Review Period, Carlyle, X. Xxxxx and Parent shall negotiate in good faith to resolve such objections within 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post‑Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Carlyle, X. Xxxxx and Parent, shall be final and binding. (iii) If Carlyle, X. Xxxxx and Parent fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to the office of an impartial nationally recognized firm of independent certified public accountants other than Carlyle’s audit firm or Parent’s audit firm (the “Independent Accountants”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to the Post‑Closing Adjustment, as the case may be, and the Closing Working Capital Statement. The parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Closing Working Capital Statement and the Statement of Objections, respectively. (iv) Fees of the Independent Accountants. The fees and expenses of the Independent Accountant shall be paid by Carlyle and X. Xxxxx, on the one hand, and by Parent, on the other hand, based upon the percentage that the amount actually contested but not awarded to Carlyle and X. Xxxxx or Parent, respectively, bears to the aggregate amount actually contested by Carlyle and X. Xxxxx and Parent. (v) The Independent Accountants shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post‑Closing Adjustment shall be conclusive and binding upon the parties hereto. (vi) Except as otherwise provided herein, any payment of the Post‑Closing Adjustment, together with interest calculated as set forth below, shall (A) be due (x) within five Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five Business Days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account (or issued to X. Xxxxx and the Management Members in the case of the issuance of Class A‑1 Units) as is directed by Carlyle and X. Xxxxx or Parent, as the case may be. The amount of any Post‑Closing Adjustment shall bear interest from and including the Closing Date to but excluding the date of payment at a rate per annum equal to 6%. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed.

  • Investigation and Prevention DST shall reasonably assist Fund in investigating of any such unauthorized access and shall use commercially reasonable efforts to: (A) cooperate with Fund in its efforts to comply with statutory notice or other legal obligations applicable to Fund or its clients arising out of unauthorized access and to seek injunctive or other equitable relief; (B) cooperate with Fund in litigation and investigations against third parties reasonably necessary to protect its proprietary rights; and (C) take reasonable actions necessary to mitigate loss from any such authorized access.

  • Complaints Investigation The employee who complains of harassment under the provisions of the Human Rights Code must first comply with the Employer’s harassment policy procedures before filing a grievance or human rights complaint.

  • Search, Enquiry, Investigation, Examination And Verification a. The Property is sold on an “as is where is basis” subject to all the necessary inspection, search (including but not limited to the status of title), enquiry (including but not limited to the terms of consent to transfer and/or assignment and outstanding charges), investigation, examination and verification of which the Purchaser is already advised to conduct prior to the auction and which the Purchaser warrants to the Assignee has been conducted by the Purchaser’s independent legal advisors at the time of execution of the Memorandum. b. The intending bidder or the Purchaser is responsible at own costs and expenses to make and shall be deemed to have carried out own search, enquiry, investigation, examination and verification on all liabilities and encumbrances affecting the Property, the title particulars as well as the accuracy and correctness of the particulars and information provided. c. The Purchaser shall be deemed to purchase the Property in all respects subject thereto and shall also be deemed to have full knowledge of the state and condition of the Property regardless of whether or not the said search, enquiry, investigation, examination and verification have been conducted. d. The Purchaser shall be deemed to have read, understood and accepted these Conditions of Sale prior to the auction and to have knowledge of all matters which would have been disclosed thereby and the Purchaser expressly warrants to the Assignee that the Purchaser has sought independent legal advice on all matters pertaining to this sale and has been advised by his/her/its independent legal advisor of the effect of all the Conditions of Sale. e. Neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto.

  • Implementation and Review The Parties shall consult annually, or as otherwise agreed, to review the implementation of this Chapter and consider other matters of mutual interest affecting trade in services. (10) 10 Such consultations will be addressed under Article 170 (Free Trade Commission) of Chapter 14 (Administration of the Agreement).

  • EVALUATION AND MONITORING The ORGANIZATION agrees to maintain books, records and other documents and evidence, and to use accounting procedures and practices that sufficiently and properly support the complete performance of and the full compliance with this Agreement. The ORGANIZATION will retain these supporting books, records, documents and other materials for at least three (3) calendar years following the year in which the Agreement expires. The COUNTY and/or the State Auditor and any of their representatives shall have full and complete access to these books, records and other documents and evidence retained by the ORGANIZATION respecting all matters covered in and under this Agreement, and shall have the right to examine such during normal business hours as often as the COUNTY and/or the State Auditor may deem necessary. Such representatives shall be permitted to audit, examine and make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, and records of matters covered by this Agreement. These access and examination rights shall last for three calendar years following the year in which the Agreement expires. The COUNTY intends without guarantee for its agents to use reasonable security procedures and protections to assure that related records and documents provided by the ORGANIZATION are not erroneously disclosed to third parties. The COUNTY will, however, disclose or make this material available to those authorized by/in the above paragraph or permitted under the provisions of Chapter 42.56 RCW without notice to the ORGANIZATION. The ORGANIZATION shall cooperate with and freely participate in any other monitoring or evaluation activities pertinent to this Agreement that the COUNTY finds needing to be conducted.

  • Further information, mediation and review Review organisation: The High Court of Ireland Organisation providing offline access to the procurement documents: The Office of Government Procurement Organisation receiving requests to participate: The Office of Government Procurement Organisation processing tenders: The Office of Government Procurement XXX eSender: European Dynamics S.A.

  • Investigations; Litigation There is no investigation or review pending (or, to the knowledge of Parent, threatened) by any Governmental Entity with respect to Parent or any of its Subsidiaries which would have, individually or in the aggregate, a Parent Material Adverse Effect, and there are no actions, suits, inquiries, investigations or proceedings pending (or, to Parent’s knowledge, threatened) against or affecting Parent or its Subsidiaries, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees of, or before, any Governmental Entity, in each case which would have, individually or in the aggregate, a Parent Material Adverse Effect.

  • COMPLAINTS AND INVESTIGATIONS 1. This article applies to complaints or allegations made externally and not from normal supervisory activities. 2. A department head shall be responsible for ensuring that all allegations of misconduct or other complaints against an employee on which any action is to be taken or a record is to be made shall be investigated. The investigator shall be allowed to interview the complainant prior to notifying the employee.

  • Independent Investigation Subscriber, in making the decision to purchase the Units, has relied upon an independent investigation of the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees or any other representatives or agents of the Company, other than as set forth in this Agreement. Subscriber is familiar with the business, operations and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors concerning the Company and the terms and conditions of the offering of the Units and has had full access to such other information concerning the Company as Subscriber has requested. Subscriber confirms that all documents that it has requested have been made available and that Subscriber has been supplied with all of the additional information concerning this investment which Subscriber has requested.

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