Access; Inspection. The Seller shall permit the Purchaser, at the Seller's expense, to make or cause to be made inspections and audits of any books, records and papers of the Seller and to make extracts therefrom and copies thereof, or to make inspections and examinations of any properties and facilities of the Seller, including ongoing inspections of the Vehicles which are in the Seller's possession or under its control, from time to time as required in order to assure that the Seller is and will be in compliance with its obligations under this Agreement and the Related Documents; PROVIDED, that unless a Servicer Termination Event has occurred and is continuing, or the Purchaser has reason to believe that a Servicer Termination Event is imminent (x) such audits shall be upon reasonable notice and shall be conducted during normal business hours and (y) no more than four (4) full audits per calendar year shall be made at the Seller's expense, which audits shall be conducted by FSA who shall provide the Administrative Agent, SPARC and the Secondary Purchaser with written notice at least five (5) Business Days prior ro conducting any such audit and the opportunity to accompany FSA on such audit. Notwithstanding the preceding sentence, the Seller shall only be liable to the Purchaser for the actual out-of-pocket expenses incurred by the Purchaser in connection with such inspections and audits. The Seller shall, upon reasonable notice and during normal business hours, make available its officers, directors, employees, representatives, agents and accountants to discuss with the Purchaser all financial statements and other information relating to the Seller, the Receivables or the Leased Vehicles and shall deliver any document or instrument necessary for the Purchaser as it may from time to time request, to obtain records from any service bureau or other Person which maintains records for the Seller. Representatives of other Affected Parties may accompany the Purchaser's representatives on regularly scheduled audits at no charge to the Seller.
Access; Inspection. 4.3.1. We have the right to enter the Accommodation to clean, inspect, repair, or for any other reasonable purpose at reasonable hours of the day. If we wish to exercise this right we will, whenever reasonably practical, give you at least 48 hours written notice (which may be by e- mail) before entering the Accommodation. In that notice we will state the date and purpose of the visit. Advance notice will not be given in the case of an emergency when entry may be at any time.
Access; Inspection. (a) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement, except as prohibited by applicable Law, Company shall, and shall cause its Subsidiaries and the officers, directors, employees, auditors and agents of Company and its Subsidiaries to, afford the officers, employees and other Representatives of Acquiror with access deemed reasonable by Company during normal business hours and upon advanced reasonable notice to Company, to the books and records of Company and each Subsidiary, in each case to the extent relating to the transition of the Business to Acquiror. Notwithstanding the foregoing, Company shall not be required to disclose any information to Acquiror if such disclosure would be reasonably likely to (i) jeopardize attorney-client or other legal privilege or (ii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof. Acquiror shall, and shall cause its Representatives to, act in a manner as not to unreasonably interfere with the operations of Company or any of its Subsidiaries. All requests for the access described herein shall be directed to Xxxx Xxxxxx or such other Person as Company may designate from time to time. Company shall confer on a regular and frequent basis, at Acquiror’s reasonable request, with Representatives of Acquiror to report on operational matters and the general status of ongoing operations.
Access; Inspection. Upon the execution of this Agreement and during the term hereof, up to and including the date of Closing (unless this Agreement is earlier terminated pursuant to other provisions of this Agreement), Buyer and its respective agents, employees, independent contractors, engineers, surveyors and other representatives shall have the right to have full and complete access to the Property for the purpose of inspecting the Property, conducting surveys, undertaking engineering analysis, plans or examinations, percolation tests, soil tests, borings, environmental analysis or other examination, mapping or testing on the Property and to perform all activities related to any of the foregoing in any respect and for any other reasonable purpose related to the purchase of the Property or the planned development thereof as is deemed necessary or appropriate by Buyer. To the extent permitted by law, Buyer shall indemnify and hold Seller harmless from any liability or damage to Seller as a result of Buyer’s activities on the Property, if any, including reasonable attorney’s fees actually incurred. In order to minimize disruption of the operations at the Property, Buyer shall coordinate all such inspections, tests, or investigations through Seller or Seller’s Agent. If Buyer wishes to engage in any testing that may damage any portion of the Property, Buyer shall obtain Seller’s prior consent thereto, which shall not be unreasonably refused or delayed. Buyer may, without Seller’s prior written approval, perform geotechnical testing required for Buyer’s structural engineering analysis of the Property. Buyer may also conduct testing or sampling of surface or subsurface soils and surface water or groundwater, and may conduct a Phase I environmental assessment of the Property, in connection with Buyer’s environmental due diligence. However, unless required by federal, state or local law ordinance, Buyer will not disclose the results of the Phase I environmental site assessment to Seller or any third party (except to Buyer’s advisors or attorneys involved in this transaction contemplated hereby). Additionally, in any contract related to the performance of the Phase I environmental site assessment (including, without limitation, the contract with the Buyer’s environmental consultant), Buyer shall include a provisions stating that the party with whom Buyer is contracting is not permitted to make or disclose information to the Seller resulting from Phase I environmental site assessmen...
Access; Inspection. (a) The Borrower shall keep proper books of record in accordance with GAAP in all material respects and permit representatives and advisors of the TCF Administrative Agent, upon reasonable notice (but other than as required pursuant to Section 8.12(b)), no more than twice per calendar year (unless an Event of Default has occurred and is continuing), to examine, excerpts from its books, records and documents and to make copies thereof, all at such times during normal business hours as such representatives may reasonably request upon 30 days’ advance notice.
Access; Inspection. (a) The Borrower shall permit the P1 Intercreditor Agent or its designee from time to time, including during the pendency of a CTA Event of Default, upon reasonable prior written notice but no more than twice per calendar year (unless a CTA Event of Default has occurred and is continuing) and in accordance with the CFAA, to examine, excerpts from its books, records, and documents and to make copies thereof, all at such times during normal business hours as the P1 Intercreditor Agent or its designee may reasonably request upon thirty days’ advance notice; provided, that all such inspections are conducted during normal business hours and in a manner that does not disrupt the operation of the Project, the Development, or the Rio Grande Facility. So long as any CTA Event of Default has occurred and is continuing, the reasonable fees and documented expenses of the P1 Intercreditor Agent or its designee shall be for the account of the Borrower.
Access; Inspection. (a) The Borrower shall keep proper books of record in accordance with GAAP in all material respects and permit representatives and advisors of the P1 Administrative Agent, upon reasonable notice (but other than as required pursuant to Section 8.12(b)), no more than twice per calendar year (unless an Event of Default has occurred and is continuing), to examine, excerpts from its books, records and documents and to make copies thereof, all at such times during normal business hours as such representatives may reasonably request upon 30 days’ advance notice.
Access; Inspection. Subtenant acknowledges and agrees to Landlord’s access rights reserved under the Prime Lease and acknowledges and agrees that those rights apply to the Subleased Premises and that Landlord has no obligation to give notice to Subtenant of its intent to enter. Sublandlord shall make commercially reasonable efforts to advise Subtenant promptly if and when Sublandlord receives notice that Landlord intends to enter upon the Subleased Premises.
Access; Inspection. Borrower shall permit Bank from time to time, subject (except when a Default or Event of Default exists) to reasonable notice, security requirements and normal business hours, to visit and inspect the Mortgaged Property for the purpose of conducting an inspection of the Mortgaged Property, provided Bank shall conduct only one such inspection in any Loan Year (except when a Default or Event of Default exists). Borrower shall reimburse Bank for all reasonable charges, costs and expenses of Bank in connection with such annual inspection of the Mortgaged Property; provided, however, that if an examination is initiated during the existence of a Default or Event of Default, all reasonable charges, costs and expenses therefor shall be reimbursed by Borrower without regard to such limits. Subject to and without limiting the foregoing, Borrower specifically agrees to pay Bank's then standard charges for each day that an employee of Bank is engaged in any inspection activities. This Section shall not be construed to limit Bank's right to use third parties for such inspections; (j)
Access; Inspection. During the Term (i) Customer shall have access to the Storage Location during Owner’s business hours, which are subject to change by Owner, and (ii) Owner may enter, operate and inspect the Contents and any other property located at the Storage Location.
