Access to Records and Properties Prior to the Closing Date Sample Clauses

Access to Records and Properties Prior to the Closing Date. Between the date of this Agreement and the Closing Date, Seller shall give Purchaser, its directors, officers, employees, accountants, counsel and other representatives and agents ("Representatives") reasonable access to the premises, properties, employee records, books, financial statements, Contracts, and records of Seller relating to the Restaurants, the Purchased Assets, Real Properties, the Easements and Assumed Contracts, and shall furnish Purchaser with such financial and operating data and other information with respect to the business and properties of Seller as Purchaser shall from time to time reasonably request for such purposes as Purchaser shall require and pertaining to its acquisition of the Restaurants. Any such investigation or examination shall be conducted at reasonable times and upon reasonable notice to Seller. Purchaser shall: (i) be solely responsible for all costs associated with the conduct of its investigations and examinations; (ii) upon completion of its investigations and examinations immediately repair and restore the Real Property to its condition existing immediately prior to the conduct of its investigations and examinations; and (iii) indemnify, defend and hold Seller harmless from and against all liabilities, claims, damages, actions, or losses (threatened or incurred) to the Real Property or anyone on the Property or around the Property as a result of the negligence of the Purchaser, or any of Purchaser’s agents, in performing the investigations and examinations. Notwithstanding inspections, audits or other studies undertaken by or on behalf of Purchaser hereunder or any other due diligence investigation undertaken by or on behalf of Purchaser, Seller shall not be relieved in any way of responsibility for their warranties, representations and covenants set forth in this Agreement.
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Access to Records and Properties Prior to the Closing Date. (a) Sellers and the Company shall give Buyer, its accountants, counsel and other representatives full access to all of the premises, properties, books, financial statements, contracts, commitments, records and personnel of the Company and shall cause the officers of the Company to furnish Buyer with such financial and operating data and other information with respect to the business and properties of the Company as Buyer shall from time to time request. In addition to the foregoing, Sellers agree that Buyer shall have the right to have an environmental audit conducted of the real properties, facilities and equipment utilized by the Company and to have Deloitte & Touche LLP, or another independent certified public accounting firm, perform an acquisition audit of the Company, and with the consent of Sellers’ accountants (which Sellers will obtain), to review the working papers of Sellers’ accountants pertaining to the Company’s financial position or the results of its operations.
Sample 1
Access to Records and Properties Prior to the Closing Date. Between the date of this Agreement and the Closing Date, Seller shall give Purchaser, its directors, officers, employees, accountants, counsel and other representatives and agents ("Representatives") reasonable access to the premises, properties, books, financial statements, Contracts, records of Seller, relating to the Restaurants, the Assets, Real Properties, Leases, the Easements and Assumed Contracts, and shall furnish Purchaser with such financial and operating data and other information with respect to the business and properties of Seller as Purchaser shall from time to time reasonably request for such purposes as Purchaser shall require. Any such investigation or examination shall be conducted at reasonable times and upon reasonable notice to Seller's Agent. Notwithstanding inspections, audits or other studies undertaken by or on behalf of Purchaser hereunder or any other due diligence investigation undertaken by or on behalf of Purchaser, Seller shall not be relieved in any way of responsibility for their warranties, representations and covenants set forth in this Agreement.
Sample 1
Access to Records and Properties Prior to the Closing Date. (a) Seller and the Company shall give Buyer, its accountants, counsel and other representatives access to all of the premises, properties, books, financial statements, contracts, commitments, records and personnel of the Company within the parameters approved in advance by Seller and shall cause the officers of the Company to furnish Buyer with such financial and operating data and other information with respect to the business and properties of the Company as Buyer shall from time to time reasonably request. In addition to the foregoing, Seller agrees that Buyer, at its expense, shall have the right to have a Phase I environmental audit conducted of the real properties, facilities and equipment utilized by the Company.
Sample 1

Related to Access to Records and Properties Prior to the Closing Date

  • Access to Records and Properties (a) From the date hereof until the Closing Date or earlier termination of this Agreement, Seller will, and will cause the Companies and their Subsidiaries to:

  • Access to Records after Closing (a) For a period of six years after the Closing Date, Seller and its representatives shall have reasonable access to all of the books and records of Seller with respect to the Business transferred to Buyer hereunder to the extent that such access may reasonably be required by Seller in connection with matters relating to or affected by the operations of the Business prior to the Closing Date. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 13.6. If Buyer shall desire to dispose of any of such books and records prior to the expiration of such six-year period, Buyer shall, prior to such disposition, give Seller a reasonable opportunity, at Seller’s expense, to segregate and remove such books and records as Seller may select.

  • Access to Records and Documents It shall permit the Administrative Agent (or, if Independent Accountants are not engaged by the Collateral Manager or the Borrower, Protiviti, Inc. or another nationally recognized audit firm selected by the Administrative Agent with prior notice to the Borrower and subject to delivery of standard confidentiality agreements) to, upon reasonable advance notice and during normal business hours, but, so long as no Event of Default has occurred and is continuing, no more than one (1) time per calendar year, visit and inspect and make copies thereof at reasonable intervals (i) its books, records and accounts relating to its business, financial condition, operations, assets and its performance under the Facility Documents and the Related Documents and to discuss the foregoing with its and such Person’s officers, partners, employees and accountants, and (ii) all of its Related Documents, in each case as often as the Administrative Agent may reasonably request; provided that so long as no Event of Default has occurred and is continuing, the Borrower shall be responsible for all costs and expenses for only one such visit per fiscal year by the Administrative Agent or its respective designees; provided, further, that an officer or employee of the Collateral Manager shall have the opportunity to be present at any discussion between the Administrative Agent, any Lender or any other Person designated by the Administrative Agent, on the one hand, and the Collateral Manager’s accountants, on the other hand. The Administrative Agent shall provide two (2) Business Days’ prior notice to the Lenders of any such visit and any Lender shall be permitted to accompany the Administrative Agent in such visit. Any such visit and inspection shall be made simultaneously with any visit and inspection pursuant to Section 5.01(e).

  • Maintaining Records; Access to Properties and Inspections Maintain financial records in accordance with GAAP and, upon reasonable notice, permit any representatives designated by the Administrative Agent or any Lender to visit and inspect the financial records and the properties of the Borrower or any Significant Subsidiary during normal business hours and to discuss the affairs, finances and condition of the Borrower or any Significant Subsidiary with the officers thereof and independent accountants therefor.

  • Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings (a) Keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all requirements of law are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each of its subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender to visit and inspect the financial records and the properties of such Person at reasonable times and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent or any Lender to discuss the affairs, finances and condition of such Person with the officers thereof and independent accountants therefor.

  • RECORDS AND STATEMENTS The records of the Trustee pertaining to the Plan must be open to the inspection of the Plan Administrator, the Advisory Committee and the Employer at all reasonable times and may be audited from time to time by any person or persons as the Employer, Plan Administrator or Advisory Committee may specify in writing. The Trustee must furnish the Plan Administrator or Advisory Committee with whatever information relating to the Trust Fund the Plan Administrator or Advisory Committee considers necessary.

  • Documents, Records and Funds in Possession of the Master Servicer To Be Held for Trustee.

  • Records and Documents Upon the return of the Aircraft, Lessee shall deliver to Lessor (i) all logs, manuals and data, and inspection, modification, overhaul and other records, related to the Aircraft, including, without limitation, those required to be maintained with respect thereto under applicable rules and regulations of the FAA, together with a detailed description of the Maintenance Program then applied to the Aircraft and shall provide Lessor and its designees access to the Maintenance Program which is sufficient for a Person to maintain the Aircraft under an FAA approved maintenance program after the Term or to transition maintenance to another program, including, without limitation, another registry, or, in the event an Event of Default shall have occurred, to continue to maintain the Aircraft under the Maintenance Program, in each case as Lessor may reasonably request, and all documentation with respect to the Aircraft set forth on Exhibit B or otherwise delivered to Lessee at delivery thereof, and (ii) all records necessary or required by the FAA to certify and place the Aircraft on an FAA or other country's, as the case may be, approved maintenance program. All of the foregoing shall, at Lessee's expense, be up-to-date and in the latest revision status as of the last day of the Term, including, without limitation, all software and other electronically-held materials which have been supplied by or on behalf of -93- 95 Manufacturer, Manufacturer's Subsidiary or Original Head Lessee, which must be updated to the latest revision status as of the last day of the Term within such software base and all data therein or pertaining thereto shall be deemed property of Lessor and shall be delivered to Lessor. If hard, i.e., non-computerized, copies of English language maintenance records are not available, then Lessee shall cause the appropriate action to be taken with the pertinent regulatory agencies to ensure that Lessor and the FAA are provided with all requested necessary and proper guarantees of methods of compliance, component overhaul and management, scheduling, quality control, serial number verification, etc. These records shall be all inclusive to the Aircraft, Airframe, Engines, components, rotables, and assemblies and, as a minimum, extend to include all activities associated with each of the last completed maintenance checks, repairs, scheduled inspections and functional tests, and overhauls performed under Lessee's Maintenance Program. All components and assemblies identified with safe life limits shall be identified with their service histories, accumulated cycles or flight hours as applicable and remaining service lives on a separate listing. All components and assemblies which are identified on the maintenance records by part numbers and serial numbers other than the manufacturer's shall be provided with interchange or cross reference listing necessary to establish complete traceability. All documentation, flight, and maintenance records as specified by United States Federal Aviation Regulations 91.173, 91.174, and each paragraph of regulation 121.380 which normally accompany the transfer of an aircraft which has been operating in regulated commercial air service, shall be delivered to Lessor with the Aircraft. Any documents or records required to be delivered hereunder shall be in English.

  • Inspection of Property; Books and Records; Discussions Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; and permit representatives of any Lender (upon reasonable advance notice coordinated through the Administrative Agent) to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Borrower and its Subsidiaries with officers and employees of the Borrower and its Subsidiaries and with its independent certified public accountants.

  • Return of Records and Property Upon termination of Executive’s employment with the Company or at any time upon the Company’s request, Executive shall promptly deliver to the Company any and all of the Company’s and its Affiliate’s records and any and all of the Company’s and its Affiliate’s property in his possession or under his control, including manuals, books, blank forms, documents, letters, memoranda, notes, notebooks, reports, printouts, computer disks, computer tapes, source codes, data, tables or calculations and all copies thereof, documents that in whole or in part contain any trade secrets or Confidential Information of the Company or its Affiliates and all copies thereof, and keys, access cards, access codes, passwords, credit cards, personal computers, telephones and other electronic equipment belonging to the Company or its Affiliates.

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