Off-Record Investigations and Inquiries Sample Clauses

Off-Record Investigations and Inquiries. In view of certain concerns of City and Developer relative to the potential existence of certain off-record matters relating to and/or potentially affecting the Developable Condition of the Xxxxxx Parcels and/or the Xxxx Parcel, promptly after the LAA Effective Date, City and Developer agree to and shall in good faith and with due diligence: (a) collaboratively endeavor to obtain either directly from the owners of the Xxxxxx Parcels and/or the Xxxx Parcel, and/or from independent sources, all documents, information and/or detail as City and/or Developer may deem to be necessary or appropriate regarding any and all potential off-record matters or other matters which relate to the Xxxxxx Parcels and/or the Xxxx Parcel and which might affect the Developable Condition thereof or otherwise impact the decisions of City and/or Developer to proceed with the transactions contemplated hereby; (b) collaboratively endeavor to resolve any issues or concerns which are identified as aforesaid in such manner(s) as are mutually acceptable to City and Developer, in their sole discretion; and (c) collaboratively endeavor to obtain from the owners of the Xxxxxx Parcels and the Xxxx Parcel sworn closing affidavits in form and substance acceptable to City and Developer regarding any and all such off-record matters. All costs and expenses associated with the aforesaid undertakings shall be advanced by Developer, but shall be shared equally by City and Developer as contemplated by Section 2.1(a)(iii) below. Subject to City’s and Developer’s joint determinations, each in their sole and absolute discretion, that (a) the Xxxxxx Parcels and the Xxxx Parcel would be conveyed to City in the Developable Condition and free and clear from all conditions, restrictions and/or encumbrances except as otherwise acceptable to both of City and Developer (the “Permitted Encumbrances”), and (b) that all of the Due Diligence Efforts and other pre-closing matters have been appropriately completed (including, without limitation, the Agreed Parcel Split), then, on or before the date contemplated for closing under the Xxxxxx Parcel Contracts and the Xxxx Parcel Contract, City agrees to and shall acquire fee simple title to the Xxxxxx Parcels and the Xxxx Parcel in accordance with the terms and conditions of the Xxxxxx Parcel Contracts and the Xxxx Parcel Contract, respectively (the “Xxxxxx/Xxxx Parcels Closing”).
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Related to Off-Record Investigations and Inquiries

  • 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.

  • COMPLAINTS AND INVESTIGATIONS 1. This article applies to complaints or allegations made externally and not from normal supervisory activities.

  • Background Investigations OSC policy requires that background investigations be conducted on Contractor Staff who will have access to OSC’s IT systems, access to OSC confidential information/data, or routine access to any OSC facility. For purposes of this policy, “routine access” is defined as access to an OSC facility for five consecutive business days or 10 business days over the annual term of the engagement. Accordingly, with the signing of this Agreement, the Contractor certifies that it has or will conduct a background investigation on Staff to whom the policy applies within the 12 months prior to the Staff commencing Services under this Agreement. The Contractor agrees to undertake a background investigation of any new/replacement Staff during the term of the Agreement. At a minimum, background investigations shall include a review/evaluation of the following: • identity verification, including Social Security Number search; • employment eligibility, including verification of U.S. citizenship or legal immigration status where appropriate; • criminal history/court records (Federal, State and local for the past five years); • work experience/history for the past five years; • pertinent skills, qualifications, and education/professional credentials; and • references. The Contractor must obtain the consent of its Staff to allow OSC, upon request: (i) to review the background investigation records, including all supporting documentation, and (ii) to conduct its own background investigation. Only Staff who have passed the background investigation, and provided such consent shall be assigned to provide Services to OSC under this Agreement. During the term of the Agreement, and in accordance with Appendix A (Section 10, Records), the Contractor must maintain records related to the background investigations performed.

  • Grievance Investigations Where an employee has asked or is obliged to be represented by the Institute in relation to the presentation of a grievance and an employee acting on behalf of the Institute wishes to discuss the grievance with that employee, the employee and the representative of the employee will, where operational requirements permit, be given reasonable leave with pay for this purpose when the discussion takes place in the headquarters area of such employee and leave without pay when it takes place outside the headquarters area of such employee.

  • Criminal Background Investigations For investigative Vendor Staff, Citizens will accept a copy of a current Class C Private Investigator license as proof that a criminal background check has been conducted for that investigator. For all other Vendor Staff, Vendor must provide Citizens with a copy of a criminal background check performed on such Vendor Staff dated within thirty (30) days of submission of the Vendor Staff to Citizens for qualification and credentialing review. Vendor shall use Exhibit D, Applicant Background Review Guide to as a guideline to determine eligibility of Vendor Staff to perform Services. The criminal background check must be updated every two (2) years thereafter. All background checks will be at Vendor’s expense and, unless otherwise approved in writing by Citizens’ Contract Manager, shall include but not be limited to: (a) state and federal felony convictions or pending adjudications; (b) state and federal misdemeanor convictions or pending adjudications; (c) any crimes in violation of the Violent Crime Control and Law Enforcement Act of 1995 or pending adjudications; and, (d) a seven (7) year minimum timeframe, extending as close as practicable to the date of Assignment to perform Services. Vendor will advise Citizens’ Contract Manager or designee if it knows of any Vendor Staff that has a criminal conviction (misdemeanor or felony), regardless of adjudication (adjudication withheld, a plea of guilty or nolo contendere, or a guilty verdict), within the last ten (10) years in any jurisdiction. Vendor shall not allow that individual to act as a Vendor Staff until Vendor determines whether that individual should be allowed to do so considering (a) the nature and gravity of the offense; (b) the amount of time that lapsed since the offense;

  • BACKGROUND INVESTIGATION The BOARD is prohibited from knowingly employing a person who has been convicted of committing or attempting to commit certain criminal offenses. If the required criminal background investigation is not completed at the time this Contract is signed, and the subsequent investigation report reveals that there has been a prohibited conviction, this Contract shall immediately become null and void.

  • Compliance Investigations Upon City’s request, Contractor agrees to provide to City, within sixty calendar days, a truthful and complete list of the names of all subcontractors, vendors, and suppliers that Contractor has used in the past five years on any of its contracts that were undertaken within San Diego County, including the total dollar amount paid by Contractor for each subcontract or supply contract. Contractor further agrees to fully cooperate in any investigation conducted by City pursuant to City's Nondiscrimination in Contracting Ordinance. Contractor understands and agrees that violation of this clause shall be considered a material breach of the Contract and may result in Contract termination, debarment, and other sanctions.

  • Investigations The respective representations and warranties of the Parties contained in this Agreement or any certificate or other document delivered by any Party at or prior to the Closing and the rights to indemnification set forth in Article XI shall not be deemed waived or otherwise affected by any investigation made, or knowledge acquired, by a Party.

  • Employee Investigations (a) The Parties agree that in certain situations it may be in the best interest of both clients and employees that employees be reassigned or removed from all job sites during an investigation of conduct. In cases where an employee cannot be reassigned, then the employee shall be considered to be on leave of absence without loss of pay until the Employer has determined there is a prima facie case for imposing discipline.

  • 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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