Access by SPREP Clause Samples

The 'Access by SPREP' clause grants the Secretariat of the Pacific Regional Environment Programme (SPREP) the right to enter certain premises or access specific information relevant to the agreement. In practice, this may involve SPREP representatives visiting project sites, reviewing records, or inspecting work to ensure compliance with contractual obligations. The core function of this clause is to enable SPREP to monitor performance and verify that the terms of the agreement are being met, thereby promoting transparency and accountability.
Access by SPREP. (a) SPREP may, at reasonable times and on giving reasonable notice to the Sup- plier: (i) require the provision by the Supplier or its Personnel of records and infor- mation in a data format and storage medium accessible by SPREP; and (ii) require assistance in respect of any inquiry into or concerning the Services or this Agreement. For these purposes an inquiry includes any administra- tive or statutory review, audit or inquiry (whether within or external to SPREP).
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Access by SPREP. (a) SPREP may, at reasonable times and on giving reasonable notice to the Supplier: (i) require the provision by the Supplier or its Personnel of records and information in a data format and storage medium accessible by SPREP; and (ii) require assistance in respect of any inquiry into or concerning the Services or this Agreement. For these purposes an inquiry includes any administrative or statutory review, audit or inquiry (whether within or external to SPREP).
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Related to Access by SPREP

  • Access to Documents To the extent applicable to this Agreement, in accordance with §1861(v)(I)(i) of the Social Security Act (42 USC §1395x) as amended, and the provisions of 42 CFR §420.300 et seq, Contractor will allow, during and for a period of not less than four (4) years after the expiration or termination of this Agreement, access to this Agreement and its books, documents, and records; and contracts between Contractor and its subcontractors or related organizations, including books, documents and records relating to same, by the Comptroller General of the United States, the U.S. Department of Health and Human Services and their duly authorized representatives.

  • Deliveries by Seller At or prior to the Closing, Seller shall deliver or cause to be delivered to Buyer, duly and properly executed, the following: (a) Good and sufficient General Conveyance, Assignment and ▇▇▇▇ of Sale, which shall be in the form attached hereto as EXHIBIT C, conveying, selling, transferring and assigning to Buyer title to all of the Property, free and clear of all security interests, liens, charges, encumbrances or equities whatsoever, except for those assumed by Buyer pursuant to this Agreement or approved in writing by Buyer prior to the Closing. (b) Assignments and Assumptions of the Assumed Liabilities, which shall be in form and substance satisfactory to Buyer and shall include, to the extent obtained, the written consents of all parties necessary in order to duly transfer all of Seller's rights thereunder to Buyer (the "Assignment and Assumption Agreements") together with the consents (or notations) required pursuant to SECTION 7.1(H). (c) A certificate of the President and Secretary of Seller in accordance with Section 7.1(d). (d) Resolutions of the directors and stockholders of Seller authorizing the execution and delivery of this Agreement by Seller and the performance of its obligations hereunder, certified by the Secretary of Seller. (e) The Articles of Incorporation of Seller, certified as of a recent date by the Secretary of State of New York. (f) A certificate of the Secretary of State of New York dated as of a recent date as to the good standing of Seller in such state, along with telephonic confirmation of such good standing on the date of the Closing. (g) A certificate of the Secretary of State of each state listed on SCHEDULE 4.2(A), dated as of a recent date as to the good standing of Seller in each such state, along with telephonic confirmation of such good standing on the date of the Closing. (h) The legal opinion referred to in Section 7.1(e). (i) The employment agreement between Buyer and ▇▇▇▇▇▇▇▇ ▇▇▇▇ in the form attached hereto as EXHIBIT D. (j) The employment agreement between Buyer and ▇▇▇▇▇▇▇ ▇▇▇▇ in the form attached hereto as EXHIBIT E. (k) The employment agreement between Buyer and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ in the form attached hereto as EXHIBIT F. (l) The consulting agreement between Buyer and ▇▇▇▇▇▇▇ ▇▇▇▇ in the form attached hereto as EXHIBIT G. (m) The Assignment of the real estate lease for the premises (the "Premises") located at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ in the form attached hereto as EXHIBIT 7.1(I) (the "Lease"). (n) Except as provided herein, Seller shall pay any federal, state or local sales or transfer taxes related to the transactions contemplated by this Agreement. (o) Such other separate instruments of sale, assignment or transfer that Buyer may reasonably deem necessary or appropriate in order to perfect, confirm or evidence title to all or any part of the Property.

  • Access to Site 3.05.1 Contractor may enter and leave the premises at all reasonable times without charge. Contractor and its employees may use the common areas and roadways of the premises where it is to perform the services together with all facilities, equipment, improvements, and services provided in connection with the premises for common use. This excludes parking for Contractor’s personnel. Contractor shall repair any damage caused by it or its employees as a result of its use of the common areas.

  • Access to Facility 13.1 Each Party shall ensure that its facilities are secured at all times. 13.2 The Customer shall permit and, if the land on which the Facility is located is not owned by Customer, cause such landowner to permit, the Distributor's employees and agents to enter the property on which the Facility is located at any reasonable time. Such access shall be provided for the purposes of inspecting and/or testing the Facility as and when permitted by this Agreement, the Code or the Distributor’s Conditions of Service or as required to ensure the continued safe and satisfactory operation of the Facility, to ensure the accuracy of the Distributor's meters, to establish work protection, or to perform work. 13.3 Any inspecting and/or testing referred to in section 13.2 shall not relieve the Customer from its obligation to operate and maintain the Facility and any related equipment in a safe and satisfactory operating condition and in accordance with this Agreement. 13.4 The Distributor shall have the right to witness any testing done by the Customer of the Facility and, to that end, the Customer shall provide the Distributor with at least fifteen working days advance notice of the testing. 13.5 Notwithstanding section 10.1, where the Distributor causes damage to the Customer's property as part of this access, the Distributor shall pay to the Customer the Customer's reasonable costs of repairing such property or, if such property cannot be repaired, replacing such property. 13.6 Notwithstanding section 10.1, if the Customer has been given access to the Distributor’s property, and if the Customer causes damage to the Distributor’s property as part of that access, the Customer shall pay to the Distributor the Distributor’s reasonable costs of repairing such property or, if such property cannot be repaired, replacing such property.

  • Deliveries by Sellers At or prior to the Closing, Sellers shall deliver or cause to be delivered to Buyer: (a) a Membership Interest Assignment, in the form attached hereto as Exhibit A, duly executed by each Seller (collectively, the “Membership Interest Assignments”), for the transfer of the Purchased Interests on the books of the Company; (b) constructive possession of all originals and copies of agreements, instruments, documents, deeds, books, records, files and other data and information within the possession of the Seller Parties or any of their Affiliates pertaining to the Company (collectively, the “Records”), provided that the Seller Parties may retain (i) copies of any Tax Returns and copies of Records relating thereto, (ii) copies of any Records that the Seller Parties are reasonably likely to need for complying with Legal Requirements, and (iii) copies of any Records that in the reasonable opinion of the Seller Parties will be required in connection with the performance of Seller Parties’ obligations under Article VI; (c) customary payoff letters from all holders of Closing Date Debt (which letters shall contain payoff amounts, per diems, wire transfer instructions and an agreement to deliver, upon full payment, UCC-3 termination statements, and other appropriate releases) (“Payoff Letters”) and evidence of release of all Liens; (d) for the Company and each Seller, a certificate of the appropriate public official, dated not more than ten (10) Business Days prior to the Closing Date, to the effect that such Person is a validly existing limited liability company or corporation (as applicable) in good standing in the applicable State of formation and each other State where such Person is qualified to do business; (e) for the Company and each Seller, a certificate from the Secretary of such Person attaching true, correct, and complete copies of (i) its certificate of formation (or comparable document) or certificate of incorporation (as applicable) as of the Closing Date, certified by the Secretary of State of the State of formation of such Person, (ii) its limited liability company agreement or bylaws (as applicable) of such Person as of the Closing Date, and (iii) resolutions authorizing the Transactions adopted by such Person’s (A) board of directors or manager(s) (as applicable), and (B) member(s) or shareholder(s) (as applicable), in each case as were amended, supplemented, or otherwise modified, renewed, or replaced prior to the Closing Date; (f) certifications from each Seller in form and substance reasonably satisfactory to Buyer that no withholding is required under Sections 1445 or 1446 of the Code and the Treasury Regulations promulgated thereunder or a properly executed Form W-9; (g) the third party consents set forth on Schedule 3.4; (h) the Seller Representative Closing Certificate; (i) evidence reasonably satisfactory to Buyer and its counsel that the Sellers purchased an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage to provide directors, managers and officers of the Company prior to the Closing with coverage for a period of up to six (6) years after the Closing Date (the “D&O Tail”); and (j) such other documents and instruments as may be reasonably required by Sellers to consummate the Transactions.