Acquisition Review Sample Clauses

Acquisition Review. Buyer shall have been satisfied, in its own discretion, with its Acquisition Review.
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Acquisition Review. The results of Buyer's investigation of Seller, the Business, the Purchased Assets, the Leased Premises, Seller's operations and financial condition shall be acceptable to and approved by Buyer in its sole discretion.
Acquisition Review. Purchaser and its authorized agents, officers and representatives shall have reasonable access to the properties, books, records, contracts, information and documents of the Subsidiaries to conduct such examinations and investigations of the Subsidiaries as it reasonably deems necessary (the “Acquisition Review”). Inspection by Purchaser shall not relieve the Sellers of their obligations under this Agreement or constitute a waiver by Purchaser of any of the representations and warranties under Article III. The Subsidiaries shall cooperate in all reasonable respects with the Acquisition Review, including providing Purchaser with such operating data and other information with respect to the assets and the Business as Purchaser shall from time to time reasonably request; provided that Seller shall not have any obligation to disclose customer names, pricing information, cost information, or similar proprietary competitive information at any time prior to Closing. Purchaser shall conduct the Acquisition Review with a minimum of disruption to the Business, and shall direct and coordinate all of its requests through Xxxx Xxxxxx. Purchaser may, at its sole cost and expense, engage an environmental engineering firm to perform environmental site assessments, accompanied by a designated representative of the Seller, which do not contain invasive testing or sampling, to investigate compliance with Environmental Laws (“Phase I Sampling”). The Subsidiaries shall be responsible for correction of matters disclosed in the Phase I Sampling and neither Seller nor Seller Guarantor shall have any liability in connection with such matters. Purchaser acknowledges and agrees that pre-Closing invasive testing or sampling (“Phase II Sampling”) will not be permitted without the prior written consent of Sellers. Sellers shall have the right to determine in its sole discretion whether to allow Purchaser to proceed with Phase II Sampling and to approve the scope of such Phase II Sampling. If such Phase II Sampling is permitted by Sellers, the scope and conditions of such sampling shall be set forth in writing by the Purchaser for the Sellers’ review and approval. The Purchaser and its agents shall strictly abide by the conditions and limitations set forth in the written instructions approved by Sellers (unless the Agreement is terminated by Purchaser in accordance with Section 8.1.2). Purchaser shall, if requested by Sellers, provide copies of all reports, including Phase I and Phase I...
Acquisition Review. A. During the period commencing on the date of this Agreement and ending thirty (30) days prior to Closing (the "Review Period"), Buyer and its Affiliates and the employees, agents and consultants of either shall have the right to do the following, at Buyer's expense and with the cooperation and assistance of Seller, subject to Buyer's executed confidentiality agreement ("Confidentiality Agreement"), and also subject to Buyer supplying to Seller, at least thirty (30) days prior to Closing, copies of any reports and/or assessments prepared by Buyer or its Affiliates or the consultants of either, concerning the condition of the Property:
Acquisition Review 

Related to Acquisition Review

  • Position Review ‌ The Employer may initiate a position review for a position it believes is improperly classified, and will inform the Union in writing when it has initiated a reallocation process for a bargaining unit position. An individual employee who believes that their position is improperly classified may request a review according to the following procedure:

  • Validation Review In the event OIG has reason to believe that: (a) Good Shepherd’s Claims Review fails to conform to the requirements of this CIA; or (b) the IRO’s findings or Claims Review results are inaccurate, OIG may, at its sole discretion, conduct its own review to determine whether the Claims Review complied with the requirements of the CIA and/or the findings or Claims Review results are inaccurate (Validation Review). Good Shepherd shall pay for the reasonable cost of any such review performed by OIG or any of its designated agents. Any Validation Review of Reports submitted as part of Good Shepherd’s final Annual Report shall be initiated no later than one year after Good Shepherd’s final submission (as described in Section II) is received by OIG. Prior to initiating a Validation Review, OIG shall notify Good Shepherd of its intent to do so and provide a written explanation of why OIG believes such a review is necessary. To resolve any concerns raised by OIG, Good Shepherd may request a meeting with OIG to: (a) discuss the results of any Claims Review submissions or findings; (b) present any additional information to clarify the results of the Claims Review or to correct the inaccuracy of the Claims Review; and/or (c) propose alternatives to the proposed Validation Review. Good Shepherd agrees to provide any additional information as may be requested by OIG under this Section III.D.3 in an expedited manner. OIG will attempt in good faith to resolve any Claims Review issues with Good Shepherd prior to conducting a Validation Review. However, the final determination as to whether or not to proceed with a Validation Review shall be made at the sole discretion of OIG.

  • Utilization Review We review health services to determine whether the services are or were Medically Necessary or experimental or investigational ("Medically Necessary"). This process is called Utilization Review. Utilization Review includes all review activities, whether they take place prior to the service being performed (Preauthorization); when the service is being performed (concurrent); or after the service is performed (retrospective). If You have any questions about the Utilization Review process, please call the number on Your ID card. The toll-free telephone number is available at least 40 hours a week with an after-hours answering machine. All determinations that services are not Medically Necessary will be made by: 1) licensed Physicians; or 2) licensed, certified, registered or credentialed health care professionals who are in the same profession and same or similar specialty as the Provider who typically manages Your medical condition or disease or provides the health care service under review. We do not compensate or provide financial incentives to Our employees or reviewers for determining that services are not Medically Necessary. We have developed guidelines and protocols to assist Us in this process. Specific guidelines and protocols are available for Your review upon request. For more information, call the number on Your ID card or visit Our website at xxx.xxxxxxx.xxx.

  • Project Review A. Programmatic Allowances

  • Program Review The Contracting Officer or other authorized government representative may hold semi- annual program review meetings. Such meetings will be held via telecom or video teleconferencing. However, the Government reserves the right to request a meeting in person. The meetings will include all BPA holders, representatives from prospective customer agencies, a combination of current and prospective customer agencies, or individual BPA holders. Some Federal Government Agencies and any approved State, Local and Tribal agencies may establish a central program management function. Such users may require their primary suppliers to participate in agency program review meetings on a periodic basis, at no additional cost to the Government.

  • Independent Review Contractor shall provide the Secretary of ADS/CIO an independent expert review of any Agency recommendation for any information technology activity when its total cost is $1,000,000.00 or greater or when CIO requires one. The State has identified two sub-categories for Independent Reviews, Standard and Complex. The State will identify in the SOW RFP the sub-category they are seeking. State shall not consider bids greater than the maximum value indicated below for this category. Standard Independent Review $25,000 Maximum Complex Independent Review $50,000 Maximum Per Vermont statute 3 V.S.A. 2222, The Secretary of Administration shall obtain independent expert review of any recommendation for any information technology initiated after July 1, 1996, as information technology activity is defined by subdivision (a) (10), when its total cost is $1,000,000 or greater or when required by the State Chief Information Officer. Documentation of this independent review shall be included when plans are submitted for review pursuant to subdivisions (a)(9) and (10) of this section. The independent review shall include: • An acquisition cost assessment • A technology architecture review • An implementation plan assessment • A cost analysis and model for benefit analysis • A procurement negotiation advisory services contract • An impact analysis on net operating costs for the agency carrying out the activity In addition, from time to time special reviews of the advisability and feasibility of certain types of IT strategies may be required. Following are Requirements and Capabilities for this Service: • Identify acquisition and lifecycle costs; • Assess wide area network (WAN) and/or local area network (LAN) impact; • Assess risks and/or review technical risk assessments of an IT project including security, data classification(s), subsystem designs, architectures, and computer systems in terms of their impact on costs, benefits, schedule and technical performance; • Assess, evaluate and critically review implementation plans, e.g.: • Adequacy of support for conversion and implementation activities • Adequacy of department and partner staff to provide Project Management • Adequacy of planned testing procedures • Acceptance/readiness of staff • Schedule soundness • Adequacy of training pre and post project • Assess proposed technical architecture to validate conformance to the State’s “strategic direction.” • Insure system use toolsets and strategies are consistent with State Chief Information Officer (CIO) policies, including security and digital records management; • Assess the architecture of the proposed hardware and software with regard to security and systems integration with other applications within the Department, and within the Agency, and existing or planned Enterprise Applications; • Perform cost and schedule risk assessments to support various alternatives to meet mission need, recommend alternative courses of action when one or more interdependent segment(s) or phase(s) experience a delay, and recommend opportunities for new technology insertions; • Assess the architecture of the proposed hardware and software with regard to the state of the art in this technology. • Assess a project’s backup/recovery strategy and the project’s disaster recovery plans for adequacy and conformance to State policy. • Evaluate the ability of a proposed solution to meet the needs for which the solution has been proposed, define the ability of the operational and user staff to integrate this solution into their work.

  • Transition Review Period In accordance with Article 35, Layoff and Recall, the Employer may require an employee to complete a transition review period.

  • Post Review With respect to each contract not governed by paragraph 2 of this Part, the procedures set forth in paragraph 4 of Appendix 1 to the Guidelines shall apply.

  • Office of Inspector General Investigative Findings Expert Review In accordance with Senate Bill 799, Acts 2021, 87th Leg., R.S., if Texas Government Code, Section 531.102(m-1)(2) is applicable to this Contract, Contractor affirms that it possesses the necessary occupational licenses and experience.

  • Log Reviews All systems processing and/or storing PHI COUNTY discloses to 11 CONTRACTOR or CONTRACTOR creates, receives, maintains, or transmits on behalf of COUNTY 12 must have a routine procedure in place to review system logs for unauthorized access.

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