Inspection and Access. Landlord and its agents, representatives, and contractors may enter the Premises at any reasonable time to inspect the Premises and to make such repairs as may be required or permitted pursuant to this Lease. Landlord shall use reasonable efforts to minimize interruption of Tenants business during such inspections or repairs. Landlord and Landlords representatives may enter the Premises during business hours on not less than 48 hours advance written notice (except in the case of emergencies in which case no such notice shall be required and such entry may be at any time) for the purpose of effecting any such repairs, inspecting the Premises, showing the Premises to prospective purchasers and, during the last year of the Term, to prospective tenants or for any other business purpose. Landlord may erect a suitable sign on the Premises stating the Premises are available to let or that the Project is available for sale. Landlord may grant easements, make public dedications, designate Common Areas and create restrictions on or about the Premises, provided that no such easement, dedication, designation or restriction materially, adversely affects Tenants use or occupancy of the Premises for the Permitted Use. At Landlords request, Tenant shall execute such instruments as may be necessary for such easements, dedications or restrictions. Tenant shall at all times, except in the case of emergencies, have the right to escort Landlord or its agents, representatives, contractors or guests while the same are in the Premises, provided such escort does not materially and adversely affect Landlords access rights hereunder.
In order to access Sellers work quality, conformance with Buyers specifications and compliance with this Order, upon reasonable notice by Buyer, all: i) goods, materials and services related in any way to the goods and services purchased hereunder (including without limitation raw materials, components, intermediate assemblies, work in process, tools and end products) shall be subject to inspection and test by Buyer and its customer or representative at all times and places, including sites where the goods and services are created or performed, whether they be at premises of Seller, Sellers suppliers or elsewhere; and ii) of Sellers books and records relating to this Order shall be subject to inspection by Buyer at all times and places with the Sellers prior written consent, which shall not be unreasonably withheld, and one time per year and except for cases in which the Buyer has routine need for full access of Sellers books and records relating to this Order; provided, however, that in each case such inspections and audits shall be conducted during normal business hours and shall not unreasonably disrupt the normal operations of Seller. In the event that Seller desires to transfer any work under this Order to another site or make any material modification in its manufacturing process or the procurement of materials related to the goods, it shall first consult with and obtain the prior written consent of Buyer, which consent shall not be unreasonably withheld. Such consent by Buyer shall be subject to qualification of the new site under Buyers supplier qualification standards. If any inspection, test, audit or similar oversight activity is made on Sellers or its suppliers premises, Seller shall, without additional charge: # provide all reasonable access and assistance for the safety and convenience of the inspectors and # take all necessary precautions and implement appropriate safety procedures for the safety of Buyers personnel while they are present on such premises. If Buyers personnel require medical attention on such premises, Seller will arrange for appropriate attention. If in Buyers opinion the safety of its personnel on such premises may be imperiled by local conditions, Buyer may remove some or all of its personnel from such premises, and Buyer shall have no responsibility for any resulting impact on Seller or its suppliers. If specific Buyer and/or Buyers customer tests, inspection and/or witness points are included in this Order, the goods shall not be shipped without an inspectors release or a written waiver of test/inspection/witness with respect to each such point; however, Buyer shall not be permitted to unreasonably delay shipment; and Seller shall notify Buyer in writing at least twenty (20) days prior to each of Sellers scheduled final and, if applicable, intermediate test/ inspection/witness points. Buyers failure to inspect, accept, reject or detect defects by inspection shall neither relieve Seller from responsibility for such goods or services that are not in accordance with the Order requirements nor impose liabilities on Buyer. Seller shall provide and maintain an inspection, testing and process control system acceptable to Buyer and its customer covering the goods and services to ensure compliance with this Order and shall keep complete records available to Buyer and its customer for three (3) years after completion of this Order. Acceptance of such system by Buyer shall not alter the obligations and liability of Seller under this Order.
Inspection. shall have fifteen (15) business days following delivery of any Products under this Agreement (the “Inspection Period”), to inspect all such Products received and to notify , in writing (email containing photographic proof of the nonconforming Product is sufficient), of ’s rejection of any such Products it believes to be Nonconforming Products (as defined below). For purposes of this Agreement, “Nonconforming Products” means any Product received by from that: # does not
Inspection. Permit Agent and each of its duly authorized representatives or agents to visit any of its properties and inspect any of its assets or books and records, to conduct appraisals and valuations, to examine and make copies of its books and records, and to discuss its affairs, finances, and accounts with, and to be advised as to the same by, its officers and employees at such reasonable times and intervals as Agent may designate and, so long as no Default or Event of Default exists, with reasonable prior notice to Borrower Agent, all at such times and intervals as the Agent may reasonably request, all at the Borrower’s reasonable expense; provided, that, # as to field examinations, # no more than one (1) field examination in any consecutive twelve (12) month period at the expense of Borrowers so long as Excess Availability at any time during such twelve (12) month period is not less than thirty percent (30%) of the Maximum Revolver Amount, # no more than two (2) field examinations in any consecutive twelve (12) month period at the expense of Borrowers if at any time Excess Availability during such twelve (12) months is less than thirty percent (30%) of the Maximum Revolver Amount, and # such other field examinations as Agent may request at any time a Default or an Event of Default exists or has occurred and is continuing at the expense of Borrowers or otherwise at any other times at the expense of Agent and Lenders and # as to appraisals, # unless a Default or Event of Default exists or has occurred and is continuing, no more than one (1) appraisal of Real Property during the term of this Agreement (but not to be conducted prior to the date that is eighteen (18) months after the Closing Date) at reasonable times at the expense of Borrowers, # no more than one (1) appraisal of Inventory in any consecutive twelve (12) month period at reasonable times at the expense of Borrowers so long as Excess Availability at any time during such twelve (12) month period is not less than thirty percent (30%) of the Maximum Revolver Amount, # no more than two (2) appraisals of Inventory in any consecutive twelve (12) month period at reasonable times at the expense of Borrowers if at any time Excess Availability during such twelve (12) month period is less than thirty percent (30%) of the Maximum Revolver Amount, # no more than one (1) appraisal of Intellectual Property in any consecutive twelve (12) month period at reasonable times at the expense of Borrowers so long as Excess Availability at any time during such twelve (12) month period is not less than ten percent (10%) of the Maximum Revolver Amount, # no more than two (2) appraisals of Intellectual Property in any consecutive twelve (12) month period at reasonable times at the expense of Borrowers if at any time Excess Availability during such twelve (12) month period is less than ten percent (10%) of the Maximum Revolver Amount and # such other appraisals as Agent may request at any time a Default or an Event of Default exists or has occurred and is continuing at the expense of Borrowers or otherwise at any other times at the expense of Agent and Lenders.
Inspection. Borrowers shall permit Agent and its representatives to make such verifications and inspections of the Collateral and to make audits and inspections, at any time during normal business hours of such Borrower and as frequently as Agent reasonably desires upon reasonable advance notice to such Borrower, of Borrowers’ books, accounts, records, correspondence and such other papers as it may desire and of Borrowers’ premises and the Collateral. Borrowers shall supply Agent with copies and shall permit Agent to copy such records and papers as Agent shall request, and shall permit Agent to discuss Borrowers’ affairs, finances, and accounts with Borrowers’ employees, officers, and independent public accountants (and by this provision each Borrower hereby authorizes said accountants to discuss with Agent the finances and affairs of such Borrower) all at such reasonable times and as often as may be reasonably requested. Borrowers further agree to supply Agent with such other reasonable information relating to the Collateral and to Borrowers as Agent shall request. In the event of litigation between any Borrower and Agent, Agent’s right of civil discovery shall be in addition to, and not in lieu of its rights under this [Section 9.2]. Each Lender shall have the right, at its own expense, to accompany the Agent on any such audit or inspection. No Availability calculation shall include Collateral acquired in a Permitted Acquisition or otherwise outside the ordinary course of business until completion of all applicable field examinations or audits and appraisals (which costs shall not be included in the limits provided above) satisfactory to Agent in its Permitted Discretion.
Inspection. Unless Customer waives inspection, an Other Deliverable Item shall be inspected by Customer within three (3) Calendar Days after receipt of said Deliverable Item by Customer, and Customer shall promptly notify the Contractor of the results of the inspection. In the event that Customer rejects an Other Deliverable Item, Customer shall include in the notice the specific requirements with which the Deliverable Item fails to comply. In the event the Contractor receives a written notice of rejection from Customer, the Contractor shall, if it is directed to do so by Customer in writing, as promptly as practicable under the circumstances, correct, replace, or repair (at Contractor’s option), at the Contractor’s sole cost, and submit it for re-inspection by Customer. If such inspection confirms that following such correction, replacement or repair the Deliverable Item meets the requirements of this Contract, Customer shall provide written notice of Final Acceptance.
Inspection. At all times during construction of the Tenant Improvements and upon completion of the Tenant Improvement Work, Landlord and Landlords employees and agents shall have the right to inspect the Tenant Improvements, and to require the correction of any faulty work or any material deviation from the Approved TI Construction Drawings; provided, however, that if Landlord determines that any faulty work or material deviation exists that might adversely affect the structure of the Building or the Base Building Systems, then # Landlord, at Tenants expense, may take such action (including suspension of construction of the Tenant Improvements) as Landlord reasonably deems necessary to correct such defect, and # until such defect is corrected, Landlord may withhold from the disbursement of the Tenant Improvement Allowance an amount equal to one hundred fifty percent (150%) of the estimated cost to correct such defect. Tenant shall not close-up any Tenant Improvements affecting the Base Building Systems until the same have been inspected by Landlords agents. No inspection or approval by Landlord of any such work shall constitute an endorsement thereof or any representation as to the adequacy thereof for any purpose or the conformance thereof with any Applicable Laws, and Tenant remain fully responsible and liable therefor.
Inspection. The Lender, or its representatives, at any time, and from time to time, shall have the right, at the sole cost and expense of Borrower, and the Borrower will permit the Lender and/or its representatives: # to examine, check, make copies of or extracts from any of the Borrower’ books, records and files (including, without limitation, orders and original correspondence); # to perform field exams or otherwise inspect and examine the Collateral and to check, test or appraise the same as to quality, quantity, value and condition; and # to verify the Collateral or any portion or portions thereof or the Borrower’ compliance with the provisions of this Agreement.
Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded, # the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; # access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and # the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Such Purchaser acknowledges and agrees that neither the Placement Agent nor any Affiliate of the Placement Agent has provided such Purchaser with any information or advice with respect to the Securities nor is such information or advice necessary or desired. Neither the Placement Agent nor any Affiliate has made or makes any representation as to the Company or the quality of the Securities and the Placement Agent and any Affiliate may have acquired non-public information with respect to the Company which such Purchaser agrees need not be provided to it. In connection with the issuance of the Securities to such Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to such Purchaser.
From the Execution Date until the earlier of the termination of this Agreement or the Closing Date, upon reasonable prior written request, subject to [Section 7.1(c)], and except as determined by the Company in good faith to be appropriate to ensure compliance with any applicable Laws and, except as determined by the Company in good faith to reasonably be expected to violate the attorney-client privilege, other legal privilege or any contractual confidentiality obligations (provided that no such exception shall apply to or otherwise limit the disclosure required by any of the representations and warranties in [Article IV] and, in the case of any such exception properly relied upon, the Company shall provide prompt written notice to Purchaser of its determination to withhold information and the basis therefor), the Company shall and shall cause its Subsidiaries to afford each Designated Representative reasonable access to the offices, properties (including the Real Property), books and records of the Company; provided, however, that # such access shall be conducted during normal business hours under the supervision of the Company’s personnel and in such a manner so as not to interfere with the normal operations of the Company or any of its Subsidiaries; # the auditors and accountants of the Company or any of its Subsidiaries shall not be obligated to make any work papers (to the extent extant) available to any Person unless and until such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants; # if the Parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with this [Section 7.1(a)] shall be subject to applicable rules relating to discovery; and # any access to the Company’s properties shall be subject to the Company’s reasonable security and insurance measures and shall be subject to any restrictions applicable to the properties, including the terms of any leases.
Access to Records. To the extent not inconsistent with this Agreement and any applicable privacy protection laws or regulations or Privacy Contracts, access to such records and information, as described in this Section 2.4, after the Distribution Date, will be provided to members of the Group and members of the Group in accordance with the Separation Agreement. In addition, shall be provided reasonable access to those records necessary for its administration of any benefit plans, policies, arrangements or programs on behalf of Employees and Former Employees after the Distribution Date, as permitted by any applicable privacy protection laws or regulations or Privacy Contracts. shall also be permitted to retain copies of all agreements with any Employee or Former Employee in which any member of the Group has a valid business interest. In addition, shall be provided reasonable access to those records necessary for its administration of any benefit plans, policies, arrangements or programs on behalf of Employees and Former Employees after the Distribution Date, as permitted by any applicable privacy protection laws or regulations or Privacy Contracts. shall also be permitted to retain copies of all agreements with any Employee or Former Employee in which any member of the Group has a valid business interest.
Access to Information. Between February 4, 2016, the Effective Date of the Letter of Intent, and the Closing Date, Seller, during normal business hours, has # given Buyer and its authorized representatives reasonable access to all books, records in Seller’s possession, or to which Seller has a right of access with respect to the Leases, # given Buyer the opportunity to discuss the Leases with such officers, directors, accountants, consultants and counsel of the Seller as Buyer deems reasonably necessary or appropriate for the purpose of familiarizing itself with the Leases, # caused its employees to furnish Buyer with such financial and operating data and other information with respect to the Leases as Buyer may have requested, and # permitted Buyer to conduct such field inspections as Buyer may have requested. Seller makes no warranty or representation of any kind as to accuracy or completeness of the books and records or any information contained therein, except that Seller does not have actual knowledge that any of such books and records, or any of the information contained therein, is materially false or misleading.
Books, Records, Access. Borrower shall # maintain, or cause to be maintained, adequate books, accounts and records with respect to the Borrower in which full and correct entries shall be made of all financial transactions and the assets and business of the Borrower; # prepare all financial statements required hereunder, in each case in accordance with GAAP and in compliance with the regulations of any Governmental Authority having jurisdiction thereof; and # subject to requirements of Governmental Authorities, safety requirements and existing confidentiality restrictions imposed upon Borrower by any other Person, permit employees or agents of Lender at any reasonable times and upon reasonable prior notice to Borrower, # to inspect all of the Borrower’s properties # to examine or audit all of the Borrower’s books, accounts and records and to make copies and memoranda thereof, and # to discuss the business, operations, properties and financial and other conditions of the Borrower with officers and employees of the Borrower and with its independent certified public accountants.
Access to Information. Grantee has had access to all information regarding the Company and its present and prospective business, assets, liabilities and financial condition that Grantee reasonably considers important in making the decision to acquire the Shares, and Grantee has had ample opportunity to ask questions of the Company's representatives concerning such matters and this investment.
Access to Information. Such Member has had an opportunity to ask questions and discuss the Companys business, management and financial affairs with the Company, and such questions were answered to its satisfaction. Such Member acknowledges that it is familiar with all aspects of the Companys business.
Access to Information. The Holder has had the opportunity to ask questions of, and to receive answers from, appropriate executive officers of the Company with respect to the terms and conditions of the transactions contemplated hereby and with respect to the business, affairs, financial condition and results of operations of the Company. The Holder has had access to such financial and other information as is necessary in order for the Holder to make a fully informed decision as to investment in the Company, and has had the opportunity to obtain any additional information necessary to verify any of such information to which the Holder has had access.
Holder’s Access to Information. As soon as reasonably possible after the close of a Calendar Year, the Committee shall make all relevant annually determined calculations and determinations hereunder with respect to such Calendar Year, and will furnish (or cause to be furnished) all such relevant information to Holder as soon as reasonably possible following the date on which all, or a substantial majority, of the information is available.
Upon request by the Purchaser, the Vendor and the Corporation shall forthwith provide access to the Purchaser and its authorized Representatives and, if requested by the Purchaser, provide a copy to the Purchaser of all title documents, contracts, agreements, leases, financial statements, minute books, share certificate books, share registers, plans, reports, licences, orders, permits, books of account, accounting records, constating documents and all other documents, information or data relating to the Corporation, the Business, and Property and the other Assets. The Vendor and the Corporation shall afford the Purchaser and its authorized Representatives every reasonable opportunity to have free and unrestricted access to the Business and the property (including the Property), records and documents of the Corporation. At the request of the Purchaser, the Vendor and the Corporation shall execute or cause to be executed such consents, authorizations and directions as may be necessary to permit any inspection of the Business and any property of the Corporation (including the Property) or to enable the Purchaser or its authorized Representatives to obtain full access to all files and records relating to any of the property or assets of the Corporation maintained by governmental or other public authorities. At the Purchaser's request, the Vendor and the Corporation shall co-operate with the Purchaser in arranging any such meetings as the Purchaser should reasonably request with auditors, solicitors or any other persons engaged or previously engaged to provide services to the Corporation who have knowledge of matters relating to the Corporation, the Business and the Property.
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