Investigation of Facilities Sample Clauses

Investigation of Facilities. Purchaser and Manager may provide any assignee or designee (or potential assignee or designee) pursuant to this Agreement with the following rights of access for purposes of conducting due diligence with respect to the Facilities and the GP, the LP, Holdco, Holdco II and their respective Affiliates and Seller consents to the providing of such access, subject to the terms and conditions of this Section 3.01. (a) Purchaser may deliver, or direct Manager to deliver, to any assignee or designee (or potential assignee or designee) accurate and complete copies of all due diligence materials reasonably requested by such assignee or designee (or potential assignee or designee) that are in Purchaser’s, the GP’s, the LP’s, Holdco’s, Holdco II’s and their respective Affiliates, or Manager’s possession or under their respective direct or indirect control. (b) Subject to the rights of the Residents under the Residence Agreements, any assignee or designee (or potential assignee or designee) and their respective agents, contractors and representatives, shall have the right to enter onto the Facilities prior to Closing for purposes of conducting property surveys, environmental studies, engineering tests and such similar property-related tests, studies and/or investigations as they deem necessary or desirable to evaluate the Facilities. All such tests, studies and investigations shall be conducted at such assignee’s or designee’s (or potential assignee’s or designee’s) sole risk and expense. Any assignee or designee (or potential assignee or designee) shall give Seller and Purchaser reasonable prior notice of its entry onto the Facilities for purposes of conducting such tests, studies and investigations, and Manager (and if requested by Seller, the representatives of Seller, but only provided that Seller shall make such representatives available at such times as requested by such assignee or designee (or potential assignee or designee)) shall have the right to accompany such assignee or designee (or potential assignee or designee) or its agents, employees, contractors and representatives during any such tests, studies and investigations. In performing its diligence activities, any assignee or designee (or potential assignee or designee) shall be required to use reasonable efforts to minimize any interference with the activities of Residents and to take such measures as Seller or Purchaser may reasonably request in order to minimize, to the extent reasonably practicable, an...
Sample 1
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Investigation of Facilities. Transferor shall provide Transferee with the following rights of access for purposes of conducting due diligence with respect to the Facilities, Newco, the Company, Santa Xxxxxx LP, Santa Xxxxxx GP, the Pool Companies and the Facility Owners, subject to the terms and conditions of this Section 3.01. (a) To the extent not already delivered, Transferor shall deliver, or direct Manager to deliver, to Transferee accurate and complete copies of all due diligence materials reasonably requested by Transferee that are in Transferor’s, the Company’s Santa Xxxxxx LP’s, Santa Xxxxxx GP’s, the Pool Companies’, Facility Owners’ or Manager’s possession or under Transferor’s, the Company’s, Santa Xxxxxx LP’s, Santa Xxxxxx GP’s, the Pool Companies’, Facility Owners’ or Manager’s direct or indirect control. (b) Subject to the rights of the Residents under the Residence Agreements, Transferee, and its agents, contractors and representatives, shall have the right to enter onto the Facilities prior to Closing for purposes of conducting property surveys, environmental studies, engineering tests and such similar property-related tests, studies and/or investigations as Transferee deems necessary or desirable to evaluate the Facilities. All such tests, studies and investigations shall be conducted at Transferee’s sole risk and expense. Transferee shall give Transferor reasonable prior notice of Transferee’s entry onto the Facilities for purposes of conducting such tests, studies and investigations, and Manager shall have the right to accompany Transferee or its agents, employees, contractors and representatives during any such tests, studies and investigations. In performing its diligence activities, Transferee shall use reasonable efforts to minimize any interference with the activities of Residents and to take such measures as Transferor may reasonably request in order to minimize, to the extent reasonably practicable, any disruption to the operation of the Facilities and the occupancy of its Residents. Transferee and its agents, contractors and representatives shall not perform any soil, groundwater, or other environmental sampling, drilling, coring or other invasive sampling or testing without Transferor’s consent, which consent shall not be unreasonably withheld. Transferee shall at all relevant times have liability insurance coverages in amounts reasonably acceptable to Transferor to cover the activities undertaken by Transferee and its agents, employees, contractors and re...
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Related to Investigation of Facilities

  • Investigations and Remediations Lessor shall retain the responsibility and pay for any investigations or remediation measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to the Start Date, unless such remediation measure is required as a result of Lessee's use (including "Alterations", as defined in Paragraph 7.3(a) below) of the Premises, in which event Lessee shall be responsible for such payment. Lessee shall cooperate fully in any such activities at the request of Lessor, including allowing Lessor and Lessor's agents to have reasonable access to the Premises at reasonable times in order to carry out Lessor's investigative and remedial responsibilities.

  • 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.

  • AUDITS AND INVESTIGATIONS 27.1 Each invoice paid by UNDP shall be subject to a post-payment audit by auditors, whether internal or external, of UNDP or by other authorized and qualified agents of UNDP at any time during the term of the Contract and for a period of three (3) years following the expiration or prior termination of the Contract. 27.2 UNDP may conduct investigations relating to any aspect of the Contract or the award thereof, the obligations performed under the Contract, and the operations of the Contractor generally relating to performance of the Contract at any time during the term of the Contract and for a period of three 27.3 The Contractor shall provide its full and timely cooperation with any such inspections, post- payment audits or investigations. Such cooperation shall include, but shall not be limited to, the Contractor’s obligation to make available its personnel and any relevant documentation for such purposes at reasonable times and on reasonable conditions and to grant to UNDP access to the Contractor’s premises at reasonable times and on reasonable conditions in connection with such access to the Contractor’s personnel and relevant documentation. The Contractor shall require its agents, including, but not limited to, the Contractor’s attorneys, accountants or other advisers, to reasonably cooperate with any inspections, post-payment audits or investigations carried out by UNDP hereunder. 27.4 UNDP shall be entitled to a refund from the Contractor for any amounts shown by such audits or investigations to have been paid by UNDP other than in accordance with the terms and conditions of the Contract. The Contractor also agrees that, where applicable, donors to UNDP whose funding is the source of, in whole or in part, the funding for the procurement of Goods and/or Services which are the subject of this Contract, shall have direct recourse to the Contractor for the recovery of any funds determined by UNDP to have been used in violation of or inconsistent with this Contract.

  • 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.

  • Working Facilities and Expenses It is understood by the parties that the Executive’s principal place of employment shall be at the Bank’s principal executive office located in New Haven, Connecticut, or at such other Bank Board approved location within 50 miles of the address of such principal executive office, or at such other location as the Employer and the Executive may mutually agree upon. The Employer shall provide the Executive at his principal place of employment with a private office, secretarial services and other support services and facilities suitable to his position with the Employer and necessary or appropriate in connection with the performance of his assigned duties under this Agreement. The Employer shall reimburse the Executive for his ordinary and necessary business expenses attributable to the Employer’s business, including, without limitation, the Executive’s travel and entertainment expenses incurred in connection with the performance of his duties for the Employer under this Agreement, in each case upon presentation to the Employer of an itemized account of such expenses in such form as the Employer may reasonably require, and such reimbursement shall be paid promptly by the Employer and in any event no later than March 15 of the year immediately following the year in which the expenses were incurred.

  • Access and Investigation During the period from the date hereof through the Closing of the Merger (the “Pre-Closing Period”), the Company shall, and shall cause the respective Representatives of the Company and Subsidiaries to: (a) provide Parent and Parent’s Representatives with reasonable access to the Acquired Companies’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies; (b) provide Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial condition, as Parent may reasonably request; and (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companies. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction Proposal.

  • Access to Information; Independent Investigation Prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s own knowledge and understanding of the Company and its business based upon Subscriber’s own due diligence investigation and the information furnished pursuant to this paragraph. Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 2 and Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.

  • 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.

  • Investigation of Accidents The Occupational Health and Safety Committees, as provided in Clause 22.2, shall be notified of each accident or injury and shall investigate and report to the Union and Employer on the nature and cause of the accident or injury. In the event of a fatality the Employer shall immediately notify the President of the nature and circumstances of the accident.

  • Cooperation with Investigations You agree to cooperate with us in the investigation of unusual transactions, poor quality transmissions, and resolution of customer claims, including by providing, upon request and without further cost, any originals or copies of items deposited through the Service in your possession and your records relating to such items and transmissions.

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