Reasonable Inspection Sample Clauses

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) 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...
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1
Reasonable Inspection 
Sample 1

Related to Reasonable Inspection

  • 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; 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)

  • Maintenance of Books and Records; Inspection The Company shall maintain its books, accounts and records in accordance with generally accepted accounting principles consistently applied, and permit the Secured Party, its officers and employees and any professionals designated by the Secured Party in writing, at any time to visit and inspect any of its properties (including but not limited to the collateral security described in the Transaction Documents and/or the Loan Instruments), corporate books and financial records, and to discuss its accounts, affairs and finances with any employee, officer or director thereof.

  • Tests and Inspections § 15.5.1 Tests, inspections and approvals of portions of the Work shall be made as required by the Design-Build Documents and by applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of public authorities. Unless otherwise provided, the Design-Builder shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests, inspections and approvals. The Design-Builder shall give the Owner timely notice of when and where tests and inspections are to be made so that the Owner may be present for such procedures. The Owner shall bear costs of (1) tests, inspections or approvals that do not become requirements until after bids are received or negotiations concluded, and (2) tests, inspections or approvals where building codes or applicable laws or regulations prohibit the Owner from delegating their cost to the Design-Builder. § 15.5.2 If the Owner determines that portions of the Work require additional testing, inspection or approval not included under Section 15.5.1, the Owner will instruct the Design-Builder to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Design-Builder shall give timely notice to the Owner of when and where tests and inspections are to be made so that the Owner may be present for such procedures. Such costs, except as provided in Section 15.5.3, shall be at the Owner’s expense. § 15.5.3 If such procedures for testing, inspection or approval under Sections 15.5.1 and 15.5.2 reveal failure of the portions of the Work to comply with requirements established by the Design-Build Documents, all costs made necessary by such failure shall be at the Design-Builder’s expense. § 15.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Design-Build Documents, be secured by the Design-Builder and promptly delivered to the Owner. § 15.5.5 If the Owner is to observe tests, inspections or approvals required by the Design-Build Documents, the Owner will do so promptly and, where practicable, at the normal place of testing. § 15.5.6 Tests or inspections conducted pursuant to the Design-Build Documents shall be made promptly to avoid unreasonable delay in the Work.

  • Inspection of Property, Books and Records The Borrower will keep, and will cause each Subsidiary to keep, proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities; and will permit, and will cause each Subsidiary to permit, representatives of any Bank at such Bank's expense to visit and inspect any of their respective properties, to examine and make abstracts from any of their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants, all at such reasonable times and as often as may reasonably be desired.

  • MOVE-IN INSPECTION Before, at the time of the Tenant accepting possession, or shortly thereafter, the Landlord and Tenant: (check one) ☐ - Agree to inspect the Premises and write any present damages or needed repairs on a move-in checklist. ☐ - Shall not inspect the Premises or complete a move-in checklist.

  • Periodic Review of Costs of Environmental Compliance In the ordinary course of its business, the Company conducts a periodic review of the effect of Environmental Laws on the business, operations and properties of the Company and its subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review and the amount of its established reserves, the Company has reasonably concluded that such associated costs and liabilities would not, individually or in the aggregate, result in a Material Adverse Change.

  • Audit and Inspection 9.1 The Recipient, without charge, will permit any officer or officers of the Commissioner, external auditing bodies (i.

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