Examination and Investigation Sample Clauses

Examination and Investigation. (i) The Purchaser shall have been entitled, through its employees, representatives, agents and contractors, to make an investigation and examination of the assets, properties, business and operations of the Acquired Company. Any such investigation and examination shall have been conducted at reasonable times, under reasonable circumstances and at the Purchaser's expense. Investigation by the Purchaser shall not diminish or obviate any of the representations, warranties, covenants or agreements of the Founding Stockholders under this Agreement. In order that the Purchaser may have had full opportunity to make such physical, business, accounting and legal review, examination or investigation as it may wish of the business and affairs of the Acquired Company, the Acquired Company shall have made available or shall have caused to have been made available to the representatives of the Purchaser during such period all such information and copies of such documents concerning the affairs of the Acquired Company as such representatives may have reasonably requested and shall have permitted the agents, contractors and representatives of the Purchaser reasonable access to the properties of the Acquired Company; and
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Examination and Investigation. Immediately after the execution and delivery of this Agreement and prior to the Closing Time, each of the Vendors and the Company will permit employees, advisors and representatives of Purchaser full and complete access to all facilities and premises and all current and historical Records of the Company and information of every nature and kind within each Vendor’s and the Company’s possession or control which relate to:
Sample 1
Examination and Investigation. It is understood that Buyer has not had an ----------------------------- opportunity to conduct a complete due diligence investigation of the Stations and the Stations' Assets customarily performed with respect to a transaction of this nature. Xxxxx's execution of a Definitive Agreement is subject to Buyer's satisfaction with the results of its due diligence review of the Stations' Assets, including, without limitation, a review of the Stations' contracts, employee lists, leases, financial condition and technical facilities. Seller, intending to be bound, shall give Buyer and its authorized representatives reasonable access at reasonable times to the Stations and the Stations' Assets and shall furnish all information relating thereto as they may request to enable Buyer to make such examinations and investigations thereof as Buyer reasonably shall deem necessary. In addition, Xxxxx's execution of the Definitive Agreement is conditioned upon Xxxxx's obtaining approval from its Board of Directors, investors and lenders.
Sample 1
Examination and Investigation. Prior to the Closing, Purchaser ----------------------------- shall be entitled to make such investigations of the assets, properties, business and operations of the Seller in connection with the Assets as Purchaser may wish, which investigation shall be at reasonable times and under reasonable circumstances. The Seller shall furnish Purchaser with such information and documents concerning the Assets as Purchaser may reasonably requests, and Seller shall cooperate fully in connection with any such investigation or examination.
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Related to Examination and Investigation

  • AUDITS AND INVESTIGATIONS 27.1 Each invoice paid by UNDP shall be subject to a post-payment audit by auditors, whether internal or external, of UNDP or by other authorized and qualified agents of UNDP at any time during the term of the Contract and for a period of three (3) years following the expiration or prior termination of the Contract.

  • COMPLAINTS AND INVESTIGATIONS 1. This article applies to complaints or allegations made externally and not from normal supervisory activities.

  • Corporate Examinations and Investigations Prior to the Closing Date, the parties acknowledge that they have been entitled, through their employees and representatives, to make such investigation of the assets, properties, business and operations, books, records and financial condition of the other as they each may reasonably require. No investigations, by a party hereto shall, however, diminish or waive any of the representations, warranties, covenants or agreements of the party under this Agreement.

  • Access and Investigation (a) During the period commencing on the Agreement Date and ending at such time as designees of Parent first constitute at least a majority of the Company Board pursuant to Section 1.3(a), the Company shall, and shall cause its Subsidiaries and Representatives to: (i) provide Parent and Parent’s Representatives with reasonable access, upon reasonable notice and during normal business hours, to the Company’s Representatives, properties, books, records, Tax Returns, material operating and financial reports, work papers and other documents and information relating to the Company and its Subsidiaries (including the Company Owned IP); (ii) provide Parent and Parent’s Representatives with such copies of the books, records, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and its Subsidiaries, as Parent may reasonably request; and (iii) permit Parent’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of the Company responsible for the Company’s financial statements and the internal controls of the Company and its Subsidiaries to discuss such matters as Parent may reasonably deem necessary or appropriate in order to enable Parent to satisfy its obligations under the Xxxxxxxx-Xxxxx Act or similar act applicable thereto and the rules and regulations relating thereto or otherwise in connection with the Offer and the Merger. No information or knowledge obtained by Parent or its Representatives in any investigation conducted pursuant to this Section 5.1(a) shall affect or be deemed to modify any representation or warranty of the Company set forth herein or the conditions to the obligations of Parent and Purchaser to consummate the transactions contemplated hereby (including the Offer and the Merger), or the remedies available to the parties hereunder. Notwithstanding anything to the contrary herein, neither Company nor any of its Subsidiaries shall be required to provide access to or to disclose information to the extent such access or disclosure would jeopardize the attorney-client privilege of such Person or violate any applicable Law.

  • Independent Investigation Subscriber, in making the decision to purchase the Units, has relied upon an independent investigation of the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees or any other representatives or agents of the Company, other than as set forth in this Agreement. Subscriber is familiar with the business, operations and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors concerning the Company and the terms and conditions of the offering of the Units and has had full access to such other information concerning the Company as Subscriber has requested. Subscriber confirms that all documents that it has requested have been made available and that Subscriber has been supplied with all of the additional information concerning this investment which Subscriber has requested.

  • Cooperation with Investigations You agree to cooperate with us in the investigation of unusual transactions, poor quality transmissions, and resolution of customer claims, including by providing, upon request and without further cost, any originals or copies of items deposited through the Service in your possession and your records relating to such items and transmissions.

  • Investigation and Prevention Transfer Agent shall reasonably assist Fund in investigating of any such unauthorized access and shall use commercially reasonable efforts to:

  • Compliance Investigations Upon City’s request, Contractor agrees to provide to City, within sixty calendar days, a truthful and complete list of the names of all subcontractors, vendors, and suppliers that Contractor has used in the past five years on any of its contracts that were undertaken within San Diego County, including the total dollar amount paid by Contractor for each subcontract or supply contract. Contractor further agrees to fully cooperate in any investigation conducted by City pursuant to City's Nondiscrimination in Contracting Ordinance. Contractor understands and agrees that violation of this clause shall be considered a material breach of the Contract and may result in Contract termination, debarment, and other sanctions.

  • Due Diligence Investigation Pubco shall be reasonably satisfied with the results of its due diligence investigation of the Company in its sole and absolute discretion.

  • Background Investigation The BOARD is prohibited from knowingly employing a person who has been convicted of committing or attempting to commit certain criminal offenses. If the required criminal background investigation is not completed at the time this Contract is signed, and the subsequent investigation report reveals that there has been a prohibited conviction, this Contract shall immediately become null and void.

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