Reports; Access to Information Sample Clauses

Reports; Access to Information. (a) No later than 9:30 a.m. (Eastern time) on each Exchange Business Day, the Adviser shall transmit to the Warranty Provider the Daily Report for such date reflecting the calculations performed by the Adviser for the prior Exchange Business Day in accordance with Section 3.3(b). Such Daily Report shall specify whether any portion of the Total NAV has been determined pursuant to fair value pricing, identifying the particular portfolio security or securities that were valued using fair value pricing and the procedures used to make such determination.
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Reports; Access to Information. (a) No later than 9:00 p.m. (Eastern time) on each Exchange Business Day, the Adviser shall transmit to the Warranty Provider, the Calculation Agent and the Persons listed on Schedule 2 hereto, in accordance with such Schedule, the Daily Report which shall include the information described below in each case as of the close of business on such Exchange Business Day.
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Reports; Access to Information. (a) (1) No later than 9:00 p.m. (Eastern time) on each Exchange Business Day, the Adviser shall transmit to the Warranty Provider, the Calculation Agent and the Persons listed on Schedule 7 hereto, in accordance with such Schedule, the Daily Report which shall include the information described below in each case as of the close of business on such Exchange Business Day. If the Warranty Provider does not receive such Daily Report by such time, it shall notify the Adviser of such failure to receive such Daily Report at its earliest convenience; provided, that any failure to so notify the Adviser shall not operate as a waiver of any of the Warranty Provider's rights under this Agreement.
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Reports; Access to Information. Within sixty (60) days after the end of each calendar year following the Closing Date, and ending on the earliest of (i) the date upon which the last Milestone Payment has been made, and (ii) the seventh (7th) full calendar year following the calendar year in which the Closing Date occurs (the period beginning on the Closing and ending on the earliest to occur of (i) and (ii), collectively, the “Milestone Period”), Parent shall provide the Equityholders’ Representative with a true, correct and complete written report (in reasonable detail) of its activity and progress toward achievement of the Milestone Events (other than the Net Sales Milestone Event) during the previous calendar year (collectively, the “Milestone Statements”). Parent shall, for the immediately preceding six (6) year period (or, if longer, the maximum retention period under the record retention policy of Parent for business or audit records), keep complete and accurate data and records concerning the activity and progress related to the research and development activities and regulatory approvals development of a Milestone Product, including, as applicable, the research and development activities and regulatory approvals, in accordance with its customary internal practices for the development of products for which it intends to submit an application for Regulatory Approval. Within sixty (60) days after the end of each calendar year in which the First Reimbursed Sale of a TNT009 Product occurs and ending on the earliest of (i) the date upon which the Net Sales Milestone Event has been achieved, and (ii) the tenth (10th) full calendar year following the calendar year in which the Closing Date occurs, Parent shall provide to the Equityholders’ Representative a true, correct and complete report (in reasonable detail) setting forth the Net Sales for such calendar year. Until such time as the Net Sales Milestone Event has been achieved, Parent shall keep complete and accurate data and records for a minimum period of six (6) years (or, if longer, the maximum retention period under the record retention policy of Parent for business or audit records) after the relevant Net Sales occur, setting forth the sales of the TNT009 Products in sufficient detail to enable Net Sales to be determined. All reports, materials and information provided by a Milestone Party to the Equityholders’ Representative under this Exhibit D shall be subject to the Representative NDA. Within thirty (30) days following receip...
Sample 1
Reports; Access to Information. (a) Within [***] days after the end of each Calendar Year during the Milestone Efforts Period, Buyer shall provide the Stockholders’ Representative with a reasonably detailed written annual report of its and the other Buyer Parties’ activities and progress toward developing, obtaining Regulatory Approval for, and commercializing the Milestone Product and achievement of the Milestone Events during such preceding Calendar Year, which shall include a statement setting forth the calculation of Net Sales, if any, for the Milestone Product during such preceding Calendar Year in sufficient detail to permit confirmation of the accuracy of such calculation (and, for the first such report, since the Closing Date). If, within [***] days after delivery of any such report, the Stockholders’ Representative in good faith requests a meeting with representatives of Buyer or any of Buyer’s applicable Affiliates to discuss such report, Buyer shall make available for such a meeting at least one employee with operating management responsibility for, and with appropriate expertise and knowledge of, the activities of Buyer or any such Affiliate related to the achievement of the applicable Milestone Event. The Stockholders’ Representative may not request more than one such meeting for any particular report.
Sample 1
Reports; Access to Information. (a) (1) No later than 9:30 a.m. (Eastern time) on each Exchange Business Day, the Adviser shall transmit to the Warranty Provider the Daily Report for such date reflecting the calculations performed by the Adviser for the prior Exchange Business Day in accordance with Section 3.3(b). Such Daily Report shall specify whether any portion of the Total NAV has been determined pursuant to fair value pricing, identifying the particular portfolio security or securities that were valued using fair value pricing and the procedures used to make such determination, and which shall also include the information described below in each case as of the close of business on such Exchange Business Day:
Sample 1
Reports; Access to Information 
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Related to Reports; Access to Information

  • 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, (i) 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; (ii) 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 (iii) 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.

  • DISCLOSURE; ACCESS TO INFORMATION The Investor had an opportunity to review copies of the SEC Documents filed on behalf of the Company and has had access to all publicly available information with respect to the Company.

  • Access to Information; Cooperation LTC and Healthcare and their authorized agents shall be given reasonable access to and may take copies of all information relating to the subjects of this Agreement (to the extent permitted by federal and state confidentiality laws) in the custody of the other Party, including any agent, contractor, subcontractor, agent or any other person or entity under the contract of such Party.

  • Access to Information and Services ..28 Section 7.01. Provision of Corporate Records......................................................28 Section 7.02. Access to Information...............................................................28 Section 7.03.

  • Access to Information and Records During the period prior to the Closing:

  • Access to Information; Confidentiality (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.

  • Confidentiality; Access to Information (a) The parties acknowledge that Company and Parent have previously executed a mutual confidentiality agreement, dated as of March 3, 2000 (the "Confidentiality Agreement"), which Confidentiality Agreement will continue in full force and effect in accordance with its terms.

  • Post-Closing Access to Information After the Closing, each Party shall afford the other Party and its counsel, accountants and other representatives, during normal business hours and upon reasonable advance notice, reasonable access to the books, records and other information in such Party’s possession relating directly or indirectly to the assets, liabilities or operations of Performance Packaging with respect to periods prior to the Closing, and the right to make copies and extracts therefrom at its expense, to the extent such access is reasonably required by the requesting Party for any proper business purpose. Without limitation, after the Closing, each Party shall make available to the other Party and its counsel, accountants and other representatives, as reasonably requested, and to any Tax authority that is legally permitted to receive the following pursuant to its subpoena power or its equivalent, all books, records and other information relating to Tax liabilities or potential Tax liabilities for all periods prior to or including the Closing Date and shall preserve all such books, records and other information until the expiration of any applicable statute of limitations for assessment or refund of Taxes or extensions thereof. Subject to the previous sentence, for a period of six years after the Closing Date, neither Party shall, or permit its Affiliates to, destroy or otherwise dispose of any of the books, records or other information described in this Section 5.3 without first offering in writing to surrender such books, records and other information to the other Party, which other Party shall have ten days after such offer to agree in writing to take possession thereof. Notwithstanding the provisions of this Section 5.3, while the existence of an adversarial proceeding between the Parties will not abrogate or suspend the provisions of this Section 5.3, as to such records or other information directly pertinent to such dispute, the Parties may not utilize this Section 5.3 but rather, absent agreement, must utilize the rules of discovery.

  • Access to Financial Information Buyer’s representatives shall have access to, and Seller and its Affiliates shall cooperate with Buyer and furnish upon request, all financial and other information relating to the Hotel’s operations to the extent necessary to enable Buyer’s representatives to prepare audited financial statements in conformity with Regulation S-X of the Securities and Exchange Commission (the “SEC”) and other applicable rules and regulations of the SEC and to enable them to prepare a registration statement, report or disclosure statement for filing with the SEC on behalf of Buyer or its Affiliates, whether before or after Closing and regardless of whether such information is included in the Records to be transferred to Buyer hereunder. Seller shall also provide to Buyer’s representative a signed representation letter in form and substance reasonably acceptable to Seller sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Hotel. Buyer will reimburse Seller for costs reasonably incurred by Seller to comply with the requirements of the preceding sentence to the extent that Seller is required to incur costs not in the ordinary course of business for third parties to provide such representation letters. The provisions of this Section shall survive Closing or termination of this Contract.

  • Access to Information; Disclaimer (a) Each party (1) has had an opportunity to discuss the business of the Other Parties and their respective Subsidiaries with the management of the Other Parties, (2) has had reasonable access to (i) the books and records of the Other Parties and their respective Subsidiaries and (ii) the documents provided by the Other Parties for purposes of the Transactions, (3) has been afforded the opportunity to ask questions of and receive answers from officers of the Other Parties and (4) has conducted its own independent investigation of the Other Parties and their respective Subsidiaries, their respective businesses and the Transactions, and has not relied on any representation, warranty or other statement by any person on behalf of the Other Parties and their respective Subsidiaries, other than the representations and warranties of each of the Other Parties contained in the applicable section of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof and that all other representations and warranties are specifically disclaimed; provided that, with respect to Constellation OP and RED REIT, the foregoing shall be limited to the extent relating solely to the Contributed Entities. Without limiting the foregoing, except for the representations and warranties set forth in the applicable sections of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof, as applicable, each party further acknowledges and agrees that none of the Other Parties or any of their respective stockholders, directors, officers, Affiliates, advisors, agents or other Representatives has made any representation or warranty concerning any estimates, projections, forecasts, business plans or other forward-looking information regarding such Other Parties and their respective Subsidiaries or their respective businesses and operations. Each party hereby acknowledges that there are uncertainties inherent in attempting to develop such estimates, projections, forecasts, business plans and other forward-looking information with which such party is familiar, that such party is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, business plans and other forward-looking information furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that such party will have no claim against the Other Parties or any of their respective stockholders, directors, officers, Affiliates, advisors, agents or other Representatives with respect thereto, except in the case of fraud.

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