PURCHASER'S INSPECTION RIGHTS Sample Clauses

PURCHASER'S INSPECTION RIGHTS. Purchaser, at Purchaser’s sole cost and expense shall have the right to conduct an inspection of the Property for a period to extend 90 days from the date on which the Arts Council Contingency is satisfied, as determined by Purchaser in its reasonable discretion. The inspection may include economic, engineering, financing, environmental, regulatory and any other factor relating to Purchaser’s use of the Property. During the inspection period, Seller shall give Purchaser and Purchaser’s Representatives (as hereinafter defined) reasonable access to the Property during normal business hours for purposes of inspecting and conducting such tests as are reasonable and necessary for Purchaser to determine if the Property is satisfactory for Purchaser’s intended use. (a) Purchaser shall have the right, at Purchaser’s sole cost and upon reasonable prior notice to Seller, enter upon the Property to make such inspections, investigations and tests as Purchaser may elect to make or obtain, including, without limitation, environmental Phase I testing, Phase II testing, geotechnical borings, soils, seismic, hydrogeologic and engineering tests, and other analyses and studies. Purchaser shall ensure that: (a) all of its affiliates, employees, advisors, contractors, representatives or agents (“Representatives”) who enter the Property shall have adequate, commercially reasonable insurance; (b) no liens shall be placed on the Property or levied against Seller as a result of Purchaser’s inspection; and (c) the Property is restored to the same or similar condition as existed prior to any entry. (b) Purchaser expressly agrees that the results of any environmental investigation, review, sampling or analyses obtained by Purchaser in the course of or in connection with the inspections conducted hereunder shall remain confidential to Purchaser and its Representatives through the date of Closing and shall not be disclosed to Seller, the Georgia Environmental Protection Division, any other governmental entity or to any other third parties prior to Closing, except as otherwise required by applicable law. These confidentiality obligations shall survive the termination of this Contract. (c) Purchaser shall indemnify, hold harmless from and defend Seller, and its agents, affiliates, successors and assigns, from and against any and all liabilities, claims, causes of action, damages, losses, penalties, forfeitures, suits, costs and expenses (including without limitation, investigation costs,...
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PURCHASER'S INSPECTION RIGHTS. Pending Closing, Purchaser shall have the right to inspect, review, and audit the assets of the Company and all books, records, data, and other information of Seller and the Company relating to the business and financial affairs of the Company, the title to and ownership of the assets of the Company, and the conduct of the Business. All expenses incurred by the Purchaser relating to its inspections, reviews, and audits shall be borne and paid exclusively by the Purchaser. Seller and the Company shall cooperate with Purchaser in all reasonable respects in facilitating such inspections, reviews, and audits. Without limiting the foregoing, Seller and the Company agree that, during the Inspection Period and thereafter until Closing, they will (a) provide or cause to be provided to Purchaser and its counsel, accountants, consultants, and other authorized representatives, during normal business hours or otherwise, if necessary, full access to all of their, assets, books, agreements, commitments and records; and (b) furnish Purchaser and its representatives with such data, records, and other information concerning any of their operations and affairs as Purchaser may reasonably request. Seller further agrees that, upon request by Purchaser following Closing, he will execute and deliver to Purchaser or its accountants such audit response letters and further confirmations as Purchaser or its accountants may reasonably require for purposes of verification of the accuracy, validity, and completeness of all financial and other information provided or made available by Seller and the Company to Purchaser in connection with the transactions contemplated by this Agreement.
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PURCHASER'S INSPECTION RIGHTS. In addition to reviewing the Review Documentation and Purchaser's Reports, Purchaser shall have the right, prior to the Closing Date and at Purchaser's expense, to inspect the Properties and any other books and records related to the Properties from time to time; PROVIDED, however, that (i) any intrusive tests into the Properties shall require Seller's prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (ii) any physical entry onto the Properties will be performed in accordance with the conditions of Seller's early entry agreement (in the form ATTACHED HERETO, WHICH WILL BE signed by Purchaser before any such entry). The Review Documentation, Purchaser's Reports and other studies, assessments, reports and other information about the Properties compiled or obtained by Purchaser are, collectively, the "DUE DILIGENCE REPORTS". Each of the Due Diligence Reports will be certified and/or addressed showing Mortgagee and Special Servicer as additional parties, as required by Special Servicer. The Due Diligence Reports will include, at Purchaser's option, such estoppel, status or other certificates or any clarification or other documents (collectively, "THIRD PARTY DOCUMENTS") as Purchaser may desire and be able to obtain from Joe's, Office Depot, the Mortgagee and Special Servicer referenced below. Purchaser will promptly prepare the form of any Third Party Document that Purchaser desires to obtain from such third parties and provide a copy of each Third Party Document to Seller. Purchaser will put the Third Party Documents in final form and forward them to the third party whose signature is sought, with a copy to Seller. Purchaser will provide to Seller copies of any written comments or correspondence received from the third party and copy Seller on subsequent drafts or final versions of any such Third Party Documents, in the same manner as provided above. The parties will reasonably co-operate on efforts to obtain execution of such Third Party Documents. Each party will keep the other party reasonably informed about the status of the requests to execute such Third Party Documents. Seller is not warranting or representing that Joe's, Office Depot, the Mortgagee, or Special Servicer is obligated to execute the Third Party Documents or that it is likely or probable that such parties will execute such Third Party Documents, and the execution and delivery of Third Party Documents is not a condition to Purchaser's obl...
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PURCHASER'S INSPECTION RIGHTS. Seller shall give to Purchaser and its designated employees or representatives prompt and full access, during regular business hours of Seller to all facilities, properties, assets, books, documents, Contracts, Tax Returns, employees and records of the Seller Companies relating to the Business, and shall furnish promptly to Purchaser and its representatives any information concerning the Seller Companies relating to the Business as Purchaser may reasonably request; PROVIDED, HOWEVER, that such access does not unreasonably disrupt the normal operations of Seller.
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PURCHASER'S INSPECTION RIGHTS. Purchaser and its agents, employees, consultants, inspectors, and appraisers (collectively ‘Purchaser’s Representatives’) shall have the right from time to time through the Closing Date, to the extent in Seller’s possession or control, to have access to and inspect all books and records, contracts, financial, operating, tax, organizational, and other documents and information related to the Company as Purchaser or Purchaser’s Representatives may reasonably request. Notwithstanding any such inspection, or anything to the contrary herein contained, Purchaser’s obligations hereunder shall not be limited or otherwise affected as a result of any fact, circumstance, or other matter of any kind discovered following the date hereof in connection with any such inspection, access, or otherwise; it being agreed that Seller is permitting Purchaser such right of inspection and access as a courtesy to Purchaser in its preparation for purchasing the Membership Interests. Without limiting the generality of the foregoing: (a) Purchaser agrees that it shall not have any so-called “due diligence period” and that it shall have no right to terminate this Agreement or obtain a reduction of the Purchase Price because of any such fact, circumstance, or other matter so discovered; and (b) Purchaser shall have no right to terminate this Agreement or obtain a return of the Xxxxxxx Money Deposit except as otherwise expressly provided in this Agreement. If the Closing under this Agreement shall not occur for any reason whatsoever, Purchaser shall promptly return to Seller copies of all due diligence materials delivered by Seller to Purchaser and shall destroy all copies and abstracts thereof.
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PURCHASER'S INSPECTION RIGHTS. In addition to reviewing the Seller's and Purchaser's Reports (collectively, the "Due Diligence Reports"), Purchaser shall have the right, prior to the Closing Date and at Purchaser's expense, to inspect the Property and any other books and records related to the Property from time to time; provided, however, any intrusive tests into the Land or Improvements shall require Seller's prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed. Pursuant to Section 3.6, Seller shall reimburse Purchaser for the reasonable out-of-pocket costs of such inspections. Except for any damage caused by wrongful misconduct or negligence by Purchaser or its contractors or agents, any restoration of the Property to substantially the same condition immediately preceding such inspection shall be undertaken and paid for by Seller. In no event shall Purchaser be liable or responsible for the contents or results of any reports or the discovery of any information resulting from its inspections.
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PURCHASER'S INSPECTION RIGHTS. In addition to reviewing the Seller's ----------------------------- and Purchaser's Reports (collectively, the "DUE DILIGENCE REPORTS"), Purchaser shall have the right, prior to the Closing Date and at Purchaser's expense, to inspect the Property and any other books and records related to the Property from time to time; provided, however, any intrusive tests into the Land or -------- Improvements shall require Seller's prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed. Pursuant to Section 3.6, Seller shall reimburse Purchaser for the reasonable out-of-pocket costs of such inspections. Except for any damage caused by wrongful misconduct or negligence by Purchaser or its contractors or agents, any restoration of the Property to substantially the same condition immediately preceding such inspection shall be undertaken and paid for by Seller. In no event shall Purchaser be liable or responsible for the contents or results of any reports or the discovery of any information resulting from its inspections.
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PURCHASER'S INSPECTION RIGHTS. 5.1.1 During the Due Diligence Period, Purchaser, or its designees, at Purchaser’s sole risk, cost and expense, shall have the right to enter upon the Property accompanied, at Seller’s election, by an agent of Seller. Upon not less than three (3) Business Day’s prior notice, Purchaser shall notify Seller of its intent to conduct any such inspections (except that only one business day’s notice shall be required for the inspection of documents), and Seller may elect to accompany Purchaser or its agents at such inspection, however, so long as Purchaser has given the aforesaid notice, Purchaser may enter the Property during reasonable business hours, subject to the rights of Tenants or other occupants of the Property, to make, subject to the terms of Article 7 hereof, physical inspections and tests of the Property and Personal Property, including, without limitation, environmental inspection and tests, structural, mechanical, systems or plans and specifications in relation thereto, regardless of whether Seller or its agents accompany Purchaser or its agents. In exercising its rights under this Section 5.1, Purchaser shall (a) take reasonable steps to avoid terminating or otherwise adversely affecting any warranty applicable to the Property, and (b) use its reasonable good faith efforts not to interfere with the Tenants or other occupants of the Property, or the operations of the Property, and Purchaser shall indemnify and hold harmless Seller, Management Company, El Paso Corporation, and EP Connect, L.L.C. from any losses, costs, damages, expenses, judgments, penalties, liabilities or obligations arising out of or in any way incurred in connection with Purchaser’s or its agents’, employees’, contractors’ or representatives’ physical or environmental inspection of the Property, including, without limitation, legal fees and expenses; provided, however, that Purchaser shall have no liability for existing conditions discovered by Purchaser at the Property in connection with its inspections pursuant to this Section 5.1, except as otherwise provided in this Agreement. Purchaser shall not permit any construction or mechanics’ liens to be placed upon the Property and shall hold Seller harmless from any losses, claims or causes of action resulting from any construction or mechanics’ lien claims, including, without limitation, legal fees and expenses. Purchaser shall maintain general liability insurance covering its operations in connection with its inspections and inde...
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PURCHASER'S INSPECTION RIGHTS 
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Related to PURCHASER'S INSPECTION RIGHTS

  • Inspection Rights Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year and only one (1) such time shall be at the Borrower’s expense; provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product.

  • Books and Records; Inspection Rights The Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested.

  • Audits/Inspections Contractor agrees to permit the County’s Auditor-Controller or the Auditor- Controller’s authorized representative (including auditors from a private auditing firm hired by the County) access during normal working hours to all books, accounts, records, reports, files, financial records, supporting documentation, including payroll and accounts payable/receivable records, and other papers or property of Contractor for the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection and/or audit will be confined to those matters connected with the performance of the Contract including, but not limited to, the costs of administering the Contract. The County will provide reasonable notice of such an audit or inspection. The County reserves the right to audit and verify the Contractor’s records before final payment is made. Contractor agrees to maintain such records for possible audit for a minimum of three years after final payment, unless a longer period of records retention is stipulated under this Contract or by law. Contractor agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further, Contractor agrees to include a similar right to the County to audit records and interview staff of any subcontractor related to performance of this Contract. Should the Contractor cease to exist as a legal entity, the Contractor’s records pertaining to this Contract shall be forwarded to the County’s project manager.

  • Records; Inspection Reneo shall, and shall cause its Affiliates and Sublicensees to, keep complete, true and accurate books of account and records for the purpose of determining the payments to be made under this Agreement. Such books and records shall be kept for [***] years following the end of the calendar year to which they pertain. Such records shall be open for inspection during such period by independent accountants, solely for the purpose of verifying payment statements hereunder for a period covering not more than the [***] prior to the date of request; provided that no period shall be subject to inspection under this section more than once. Such inspections shall be made no more than once each calendar year, on reasonable notice during normal business hours. The auditor will execute a reasonable written confidentiality agreement with Reneo and will disclose to vTv only such information as is reasonably necessary to provide vTv with information regarding any actual or potential discrepancies between amounts reported and actually paid and amounts payable under this Agreement. The auditor will send a copy of the report to Reneo at the same time it is sent to vTv. The report sent to both Parties will include the methodology and calculations used to determine the results. Any unpaid amounts (plus interest as set forth in Section 3.8) that are discovered shall be paid promptly by Reneo. Inspections conducted under this Section 3.9 shall be at the expense of vTv, unless the inspection discloses an underpayment by Reneo of [***] or more of the amount due for any period covered by the inspection, whereupon all costs relating to the inspection for such period shall be paid promptly by Reneo. If an inspection conducted pursuant to this Section 3.9 discloses an overpayment by Reneo, then Reneo will deduct the amount of such overpayment from amounts otherwise owed to vTv under this Agreement, unless no further payments are due hereunder, in which case the amount of such overpayment shall be refunded by vTv to Reneo.

  • Property Inspections The Servicer shall conduct property inspections in accordance with the milestones of the repair and rehabilitation plan for such Mortgaged Property and prepare Property Inspection Reports on any Mortgaged Property involving property damage over $15,000. The Servicer shall furnish a copy of the repair and rehabilitation plan for such Mortgaged Property to the Master Servicer upon request.

  • Books and Records; Inspections Each Credit Party will, and will cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity in all material respects with GAAP shall be made of all dealings and transactions in relation to its business and activities. Each Credit Party will, and will cause each of its Subsidiaries to, permit any authorized representatives designated by the Administrative Agent at the request of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject to the proviso below), to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions), all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested, in each case, in a manner that does not unduly interfere with the business and operations of the Credit Parties and their Subsidiaries; provided that (i) the Borrower shall only be obligated to reimburse the Administrative Agent and the Requisite Lenders for the expenses of one such inspection per calendar year prior to the occurrence of an Event of Default; and (ii) any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany the Administrative Agent or its representative in connection with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding anything to the contrary in this Section 5.6, none of Holdings or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work product.

  • Books and Records; Inspection The Parent will keep, and will cause each of its Subsidiaries to keep, proper books of record and account in all material respects, in which materially proper and correct entries shall be made of all financial transactions and the assets, liabilities and business of the Parent and its Subsidiaries in accordance with GAAP. The Parent will, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Facility Agent at the reasonable request of any Lead Arranger to visit and inspect, under guidance of officers of the Parent or such Subsidiary, any of the properties of the Parent or such Subsidiary, and to examine the books of account of the Parent or such Subsidiary and discuss the affairs, finances and accounts of the Parent or such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Facility Agent at the reasonable request of any such Lead Arranger may reasonably request.

  • Books and Records; Inspection and Examination The Borrower will keep accurate books of record and account for itself pertaining to the Collateral and pertaining to the Borrower's business and financial condition and such other matters as the Lender may from time to time request in which true and complete entries will be made in accordance with GAAP and, upon the Lender's request, will permit any officer, employee, attorney or accountant for the Lender to audit, review, make extracts from or copy any and all corporate and financial books and records of the Borrower at all times during ordinary business hours, to send and discuss with account debtors and other obligors requests for verification of amounts owed to the Borrower, and to discuss the Borrower's affairs with any of its directors, officers, employees or agents. The Borrower will permit the Lender, or its employees, accountants, attorneys or agents, to examine and inspect any Collateral, other collateral covered by the Security Documents or any other property of the Borrower at any time during ordinary business hours.

  • Property Inspection The Servicer is required to inspect each Delinquent Mortgaged Property at such time and in such manner as is in accordance with Prudent Servicing Practices. The Servicer must prepare a Property Inspection Report following each inspection. All Property Inspection Reports must be retained by the Servicer and copies thereof must be forwarded to the Master Servicer promptly upon request. All expenses related to the foregoing shall be recoverable by the Servicer from the Principal or from Liquidation Proceeds, Insurance Proceeds, payments on the related Mortgage Loan or any other source relating to the related Mortgage Loan or the related Mortgaged Property. The foregoing shall not preclude the Servicer from recovering such expenses from the Borrower to the extent permitted by applicable law and the related Mortgage Loan Documents.

  • Shareholder Inspection of Stock Records Upon requests from Fund shareholders to inspect stock records, PFPC will notify the Fund and require instructions granting or denying each such request. Unless PFPC has acted contrary to the Fund's instructions, the Fund agrees to release PFPC from any liability for refusal of permission for a particular shareholder to inspect the Fund's shareholder records.

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