Audit and Information Rights Clause Samples
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Audit and Information Rights. (a) Each Borrower shall deliver to the Agent and the Lenders information at any time or from time to time reasonably requested by the Agent or any Lender regarding the Advances, the Properties, the Property Manager, the Back-Up Manager, the Guarantors, the Sponsor and the Borrowers. Any reasonable out-of-pocket costs and expenses in connection with any such request shall be paid by the Borrowers. The Agent shall have the right from time to time at all times during normal business hours upon reasonable notice (and, in any event, not more than twice in any calendar year (unless an Event of Default shall have occurred and be continuing, in which case no such restriction shall apply)) to examine such books, records, accounts, agreements, leases, instruments and other documents and the collection systems of the Borrower-Related Parties at the offices of the Borrower-Related Parties or any other Person maintaining such books, records and accounts and to make such copies or extracts thereof as the Agent shall desire. After the occurrence of an Event of Default, the Loan Parties shall pay any reasonable costs and expenses incurred by the Agent and the Lenders to examine the Borrower-Related Parties’ records, as the Agent or any Lender shall determine to be necessary or appropriate in the protection of the Lenders’ interest.
(b) Each Borrower shall grant or cause to be granted to the Diligence Agent at reasonable times, subject to reasonable advance notice, and subject to the rights of tenants, access to any of the Financed Properties (or pending Financed Properties) to enable the Diligence Agent to inspect such the Properties.
(c) Each Borrower shall (and shall cause the Property Manager to) cooperate with the Diligence Agent to enable the Diligence Agent to perform various oversight functions with respect to the Properties, including periodic verification that all property taxes have been paid in full.
(d) The Agent (or its third-party auditors, accountants, consultants or appraisers) shall have the right to conduct an annual structured finance audit, including agreed upon procedures, at the cost and expense of the Borrowers.
Audit and Information Rights. 10.1. Subject to clauses 10.2, eSchools shall:
10.1.1. make available to the School on request all information necessary to demonstrate eSchools’ compliance with this Agreement; and
10.2. The information and audit rights of the School under clause 10.1 shall apply only to the extent required by Data Protection Laws.
Audit and Information Rights. 1. For the purposes of transparency, the Greater Sunrise Contractor shall include in its agreements with the operators of the downstream facilities the necessary provisions to ensure that the Designated Authority has audit and information rights from the operators of downstream facilities, and from their respective affiliates, equivalent to those audit and information rights the Designated Authority has in respect to the Greater Sunrise Production Sharing Contract. In the event of a request by the Designated Authority, the Greater Sunrise Contractor shall consult with the operators of the downstream facilities with a view to providing access to metering facilities.
2. The rights mentioned in paragraph 1 of this Article are granted to ensure that the Designated Authority is able to verify the volume and value of natural gas.
Audit and Information Rights. 10.1. Subject to clauses 10.2, 10.3 and 10.4, Wonde shall:
10.1.1. make available to the School on request all information necessary to demonstrate Wonde’s compliance with this Agreement; and
10.1.2. allow for and contribute to audits, including inspections, by the School or any auditor nominated by the School in relation to the processing of the School Data by Wonde and its sub-contractors.
10.2. The information and audit rights of the School under clause 10.1 shall apply only to the extent required by Data Protection Laws.
10.3. The School shall give Wonde reasonable notice of any audit or inspection that it wishes to conduct under this clause 10.1, and shall (and shall ensure that any nominated auditor shall) avoid causing (or, if it cannot avoid, minimise) any damage, injury or disruption to Wonde’s or its sub-contractors’ premises, equipment, personnel and business.
10.4. Without prejudice to clause 10.3, Wonde or its sub-contractors are not required to give access to their premises for the purposes of an audit or inspection:
10.4.1. to any individual unless he or she produces reasonable evidence of identity and authority;
10.4.2. outside normal business hours at those premises,
10.4.3. for the purposes of more than one audit or inspection in any calendar year.
Audit and Information Rights. You must allow the employees, contractors or agents of Paymark reasonable access to your premises during normal business hours to check your compliance with this Agreement or the Security Standards.
Audit and Information Rights. (a) Prior to the expiration of this Agreement, and in addition to and without limiting any rights of the Holders pursuant to Section 2.4, NLS shall prepare and deliver to the Rights Agent, simultaneously with its delivery of each CVR Payment Reporting Certificate, a written report, in such form as NLS shall reasonably determine, summarizing the performance of, and significant activity related to, the applicable CVR Transaction (including status updates on negotiations related to potential CVR Transactions not yet executed) and any Aggregate Cumulative Net Proceeds paid or payable (including expectations around upcoming payments and the timing thereof).
(b) In connection with any Objection Notice, NLS shall provide the Financial Expert with reasonable access during normal business hours and upon reasonable advance request to the books and records of NLS to the extent necessary to verify NLS’s calculation of a CVR Payment Amount. Further, subject to not less than five (5) Business Days advance written notice from the Acting Holders, NLS shall permit the Financial Expert, acting as agent of the Acting Holders, to have access during normal business hours to the books and records of NLS as may be reasonably necessary to audit the calculation of any CVR Payment Amount or the calculation of the amount of Aggregate Cumulative Net Proceeds.
Audit and Information Rights. (a) Each Borrower and the Master Property Manager shall deliver to the Agent and the Lenders information at any time or from time to time reasonably requested by the Agent or any Lender regarding the Advances, the Properties, the Property Managers, the Guarantors and each Borrower. Any reasonable out-of-pocket costs and expenses in connection with any such request shall be paid by the Borrowers.
(b) Each Borrower and the Master Property Manager shall grant or cause to be granted to the Valuation Agent at any time on a monthly basis access to any of the Properties to enable the Valuation Agent to inspect the Properties Access to any Property shall, in all cases, be subject to the rights of any Tenant of such Property.
(c) Each Borrower and the Master Property Manager shall cooperate with the Valuation Agent to enable the Valuation Agent to perform various oversight functions with respect to the Properties, including periodic verification that all property taxes have been paid in full.
Audit and Information Rights. (a) Upon the request of Purchaser, during normal business hours and upon reasonable advance notice, and in such a manner as shall not unduly interfere with or interrupt the operation and conduct of MCC’s other businesses, and subject to its customary security measures, MCC shall provide representatives of Purchaser (including its internal and external auditors) no more frequently than twice in any given 12 month period with access to the books, records, files and papers, whether in hard copy or computer format, used or held for use by MCC in the provision of the Management Services, to permit an audit, at the expense of Purchaser, of the Management Services or any out-of-pocket costs required to be reimbursed to MCC by Purchaser pursuant to this Agreement.
(b) In the event that McKesson Corporation, the parent company of MCC (“Parent”), ceases to be a publicly reporting company for any period of time, Parent shall provide Purchaser, during such period, with (i) its unaudited quarterly consolidated balance sheet within forty-five (45) days of the end of each fiscal quarter, and (ii) its audited yearly consolidated balance sheet within ninety (90) days of the end of each fiscal year.
Audit and Information Rights. (a) Prior to the expiration of this Agreement, and in addition to and without limiting any rights of the Holders pursuant to Section 2.4, Parent shall prepare and deliver to the Rights Agent, simultaneously with its delivery of each Certificate, a written report, in such form as Parent shall reasonably determine, summarizing the performance of, and significant activity related to, the CVR Program Transactions (including status updates on negotiations related to potential CVR Program Transactions not yet executed and the conduct of any development activities pertaining to the CVR Program following the Closing Date) and any Aggregate Cumulative Net Proceeds paid or payable (including expectations around upcoming payments and the timing thereof).
(b) In connection with any Objection Notice, Parent shall provide the Financial Expert with reasonable access during normal business hours and upon reasonable advance request to the books and records of Parent Group to the extent necessary to verify (i) whether a CVR Program Transaction occurred prior to the date that is eighteen (18) months after the Approval Date or (ii) Parent’s calculation of a CVR Payment Amount. Further, subject to not less than five (5) Business Days advance written notice from the Acting Holders, Parent shall permit the Financial Expert, acting as agent of the Acting Holders, to have access during normal business hours to the books and records of the Parent Group as may be reasonably necessary to audit the calculation of any CVR Payment Amount or the calculation of the amount of Aggregate Cumulative Net Proceeds.
(c) Prior to the expiration of this Agreement, upon not less than twenty (20) Business Days’ written request by the Acting Holders, but in no event more than once per year, Parent shall meet at reasonable times during normal business hours with the Acting Holders to discuss the content of any Reporting Certificate. Parent agrees to maintain (and shall cause all other Persons included in Parent Group to maintain) true, complete and accurate books and records in sufficient detail to enable the Holders and the Financial Expert to determine the CVR Payment Amounts and the amount of Aggregate Cumulative Net Proceeds.
Audit and Information Rights. 9.1. Subject to clauses 9.2, Web Buster Education (Deliver Computing 360) shall:
9.1.1. make available to the School on request all information necessary to demonstrate Web Buster Education (Deliver Computing 360)s’ compliance with this Agreement; and
9.2. The information and audit rights of the School under clause 9.1 shall apply only to the extent required by Data Protection Laws.