Reasonable Inspection Sample Clauses

The Reasonable Inspection clause establishes the right and obligation of a party, typically a buyer or lessee, to examine goods, property, or work before final acceptance. In practice, this means the inspecting party can review the quality, quantity, or condition of the subject matter within a reasonable timeframe and under reasonable conditions, such as during normal business hours or before closing a transaction. This clause ensures that the party receives what was promised and provides an opportunity to identify defects or non-conformities, thereby reducing the risk of disputes and promoting transparency in the transaction.
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Reasonable Inspection. (a) After Closing, Owner, Operating Lessee and Wyndham Manager shall afford Purchaser and its agents and representatives reasonable access to their books of account, financial and other records, information, employees and auditors to the extent such items and contact with such persons relate solely to any Property and to the extent necessary in connection with any audit or any other reasonable business purpose relating to the Properties (other than materials subject to the attorney-client privilege); provided that: (i) any such access by Purchaser shall not unreasonably interfere with the conduct of Owner’s, Operating Lessee’s or Wyndham Manager’s business; (ii) Purchaser shall indemnify, defend and hold Owner, Operating Lessee or Wyndham Manager, as the case may be, harmless from and against any liability, claim, damage or expense, including reasonable attorneys’ fees, incurred by Owner, Operating Lessee, or Wyndham Manager, to the extent arising from Purchaser’s exercise of its rights under this Section 6.8(a); and (iii) Purchaser shall keep and cause its manager and its Affiliates and their respective agents and representatives to keep the information contained in such records confidential in accordance with Section 8.5. (b) After Closing, Purchaser shall afford Owner, Operating Lessee and Wyndham Manager and their agents and representatives reasonable access to its books of account, financial and other records, information, employees and auditors to the extent such items and contact with such persons relate solely to a Property prior to the Closing and to the extent necessary in connection with any audit or any other reasonable business purpose relating to the Property (other than materials subject to the attorney-client privilege); provided that: (i) any such access by Owner, Operating Lessee or Wyndham Manager shall not unreasonably interfere with the conduct of Purchaser’s, its Affiliates’ or its manager’s business; (ii) Owner, Operating Lessee or Wyndham Manager, as the case may be, shall indemnify, defend and hold Purchaser harmless from and against any liability, claim, damage or expense, including reasonable attorneys’ fees, incurred by Purchaser or its Affiliates, to the extent arising from Owner’s, Operating Lessee’s or Wyndham Manager’s exercise of its rights under this Section 6.8(b); and (iii) Owner, Operating Lessee or Wyndham Manager and their Affiliates shall keep and shall cause their respective agents and representatives to keep the in...
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Reasonable Inspection. Within thirty (30) business days of a written request by Data Provider, Data Recipient shall allow Data Provider, during Data Recipient’s regular business hours, to conduct a reasonable inspection of Data Recipient’s books, records, agreements, and policies and procedures relating to the use or disclosure of the LDS for the purpose of determining Data Recipient’s compliance with this Agreement.
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Reasonable Inspection. (a) Subject to the terms of the Inspection Agreement, prior to Closing, Sellers shall afford Purchaser and its agents and representatives reasonable access to the books of account, financial and other records, information, employees and auditors to the extent such items and contact with such Persons relate to HdC; provided that (i) any such access by Purchaser shall not unreasonably interfere with the conduct of Sellers' or HdC Parent's business; and (ii) Purchaser shall exercise commercially reasonable efforts to keep and shall cause its respective agents and representatives to keep the information contained in such records confidential, subject to the requirements of any Laws. (b) After Closing, Purchaser shall afford Sellers and their agents and representatives reasonable access to its books of account, financial and other records, information, employees and auditors to the extent such items and contact with such Persons relate solely to HdC prior to the Closing and to the extent necessary in connection with any audit or any other reasonable business purpose relating to HdC (other than litigation or investigation of any claim or action by Sellers against Purchaser or its Affiliates, and other than materials subject to the attorney-client privilege); provided that: (i) any such access by Sellers shall not unreasonably interfere with the conduct of Purchaser's or its manager's business; and (ii) Sellers shall exercise commercially reasonable efforts to keep and shall cause their respective agents and representatives to keep the information contained in such records confidential, subject to the requirements of any Laws.
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Reasonable Inspection. After Closing, Purchaser shall afford Sellers and their agents and representatives reasonable access to its books of account, financial and other records, information, employees and auditors to the extent such items and contact with such Persons relate solely to HdC prior to the Closing , including relating to the working capital adjustment contemplated in Section 2.2, and to the extent necessary in connection with any audit or any other reasonable business purpose relating to HdC (other than litigation or investigation of any claim or action by Sellers against Purchaser or its Affiliates, and other than materials subject to the attorney-client privilege); provided that: (i) any such access by Sellers shall not unreasonably interfere with the conduct of Purchaser's or its manager's business; and (ii) Sellers shall exercise commercially reasonable efforts to keep and shall cause their respective agents and representatives to keep the information contained in such records confidential.
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Reasonable Inspection. Prior to Closing, Seller shall continue to afford Purchaser and its agents and representatives reasonable access to the books of account, financial and other records, information, employees and auditors to the extent such items and contact with such Persons relate to the Hotel, the Seller Membership Interests or the Hotel Owner; provided that (i) any such access by Purchaser shall not unreasonably interfere with the conduct of Hotel Owner’s or Seller’s business; (ii) Purchaser shall exercise shall cause its respective agents and representatives to keep the information contained in such records confidential in accordance with this Agreement; and (iii) Seller shall have no obligation to disclose materials (y) which are protected by attorney-client privilege or (z) to the extent the disclosure thereof would violate confidentiality obligations of Seller, Hotel Owner, Manager or any of their respective Affiliates.
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Reasonable Inspection 
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Related to Reasonable Inspection

  • Preparation; Reasonable Investigation In connection with the ------------------------------------- preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statement, their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.

  • Books and Records; Inspection Maintain centralized books and records regarding the Business Operations at the Borrower’s principal place of business, and permit the Agent (accompanied by any Lender who is an Affiliate or Related Fund of Comvest, along with representatives of, advisors of, and other professionals retained by or on behalf of, the Agent or such Lender) to inspect (provided that Borrower shall only be required to reimburse Agent for up to one such inspection, for costs, fees and expenses actually incurred by Agent in connection therewith in an amount not to exceed $35,000 in the aggregate, in any Fiscal Year plus any additional inspections that are conducted during the existence of an Event of Default), at any time during normal business hours (or at any time during the existence of an Event of Default), upon at least three (3) Business Days’ advance notice (provided that no such notice shall be required during the existence of an Event of Default), all of each Loan Party’s various books, records, operations and properties, to make copies, abstracts and/or reproductions of such books and records, and to discuss the business, financials and affairs of the Loan Parties with the management, employees, customers, suppliers, accountants, representatives and advisors of the Loan Parties (provided that, if, and to the extent, such information, in the reasonable good faith judgment of such Loan Party is not appropriate to be discussed in the presence of the Agent or such Lender in order to avoid a conflict of interest with respect to a material matter or, upon and consistent with the advice of legal counsel to the Loan Parties, is necessary to preserve the attorney-client privilege with respect to any matter, then to the extent the disclosure of any information related to such issue would cause such a conflict of interest or would result in the loss of such attorney-client privilege, such information may be withheld by such Person), and to consult with and advise the officers and management of the Loan Parties with respect to such Loan Parties’ business, finances and affairs, which consultation and advice the Loan Parties shall cause such officers and management to give due consideration, though such officers and management are not required to follow such advice.

  • 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 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.

  • IN INSPECTION Before, at the time of the Tenant accepting possession, or shortly thereafter, the Landlord and Tenant: (check one)