Examination and Verification Clause Samples

Examination and Verification. The Agent shall have completed to the satisfaction of the Lenders an examination and verification of the Accounts, Inventory, books and records of each Obligor.
View SourceView Similar (5)
Examination and Verification. The Purchaser shall have the right during the period from the date hereof to the date of closing to verify or cause to be verified the representations and warranties set out herein below, and to examine all the technical documents, records, reports and files of the Vendor so as to satisfy the Purchaser of the technical and financial viability of such invention. Any such examination shall not prejudice the Purchaser's right with respect to any of the Purchaser's rights with respect to any claims for breach of any such representations and warranties.
View SourceView Similar (2)
Examination and Verification. The Agent shall have completed to its satisfaction an updated examination and verification of the Accounts, Inventory, Equipment, other assets, books and records of the Borrower.
View Source
Examination and Verification. Opening Availability - The Lender shall have completed, to its satisfaction, an examination and verification of the Trade Accounts Receivable, Inventory, financial statements, and books and records of each Borrower, which examination shall indicate that, after giving effect to all Revolving Loans, advances and extensions of credit to be made at closing, the Borrowers shall have an opening combined Availability of at least $7,000,000, as evidenced by a Borrowing Base Certificate delivered by the Borrowers to the Lender as of the Closing Date. It is understood that such requirement contemplates that all debts and obligations are current, other than the past due installment of interest described in the term Indenture Event, and that all payables are being handled in the normal course of each Borrower's business and consistent with the practice in such Borrower's industry.
View Source
Examination and Verification. The Agent and each of the Lenders shall have completed, to their respective satisfaction, an examination and verification of (i) the inventory control and reporting systems of Spruce Falls, (ii) the Accounts, Inventory and Collateral of Spruce Falls, and (iii) the financial statements and books and records of Spruce Falls, which examination shall indicate that, after giving effect to all Revolving Loans and other Accommodations that have been made under the Original Financing Agreement and are to be made on the Closing Date hereunder, the Borrowers shall have an opening Availability of at least $25,000,000 as evidenced by Borrowing Base Certificates delivered by the Borrowers to the Agent as of the Closing Date. It is understood that for the purposes of determining Availability, all debts and obligations are current and all payables have and are being paid in the normal course of each Borrower’s business and consistent with its past practice.
View Source
Examination and Verification. The Agent and each of the Lenders shall have completed, to their respective satisfaction, an examination and verification of (i) the inventory control systems of the Credit Parties, (ii) the Accounts, Inventory and Collateral generally, and (iii) the financial statements and books and records of each of the Credit Parties, which examination shall indicate that, after giving effect to all Revolving Loans and other Accommodations to be made on the Closing Date, the Borrower shall have an opening Availability of at least $25,000,000 as evidenced by a Borrowing Base Certificate delivered by the Borrower to the Agent as of the Closing Date. It is understood that for the purposes of determining Availability, all debts and obligations are current and all payables have and are being paid in the normal course of each of the Credit Parties' business and consistent with its past practice.
View Source
Examination and Verification. 47 6.21. Officer's Certificate...............................47 6.22.
View Source
Examination and Verification. Administrative Agent shall have completed and be satisfied with an updated examination and verification of the books and records of the Combined Group, and such examination shall indicate that no material adverse change has occurred in the financial condition, business, profits, operations or assets of the Obligors since December 31, 2021, and the Combined Group shall have provided Administrative Agent and its representatives access to diligence and meetings with the management team and industry participants as requested by Administrative Agent, the results of which are satisfactory to Administrative Agent and Lenders.
View Source

Related to Examination and Verification

  • Inspection and Verification The Secured Parties and such persons as the Secured Parties may reasonably designate shall have the right to inspect the Collateral, all records related thereto (and to make extracts and copies from such records) and the premises upon which any of the Collateral is located, to discuss the Grantor’s affairs with the officers of the Grantor and its independent accountants and to verify under reasonable procedures the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, the Collateral, including, in the case of collateral in the possession of any third Person, by contacting any account debtor or third Person possessing such Collateral for the purpose of making such a verification. Out-of-pocket expenses in connection with any inspections by representatives of the Secured Parties shall be (a) the obligations of the Grantor with respect to any inspection after the Secured Parties’ demand payment of the Notes or (b) the obligation of the Secured Parties in any other case.

  • Search, Enquiry, Investigation, Examination And Verification a. The Property is sold on an “as is where is basis” subject to all the necessary inspection, search (including but not limited to the status of title), enquiry (including but not limited to the terms of consent to transfer and/or assignment and outstanding charges), investigation, examination and verification of which the Purchaser is already advised to conduct prior to the auction and which the Purchaser warrants to the Assignee has been conducted by the Purchaser’s independent legal advisors at the time of execution of the Memorandum. b. The intending bidder or the Purchaser is responsible at own costs and expenses to make and shall be deemed to have carried out own search, enquiry, investigation, examination and verification on all liabilities and encumbrances affecting the Property, the title particulars as well as the accuracy and correctness of the particulars and information provided. c. The Purchaser shall be deemed to purchase the Property in all respects subject thereto and shall also be deemed to have full knowledge of the state and condition of the Property regardless of whether or not the said search, enquiry, investigation, examination and verification have been conducted. d. The Purchaser shall be deemed to have read, understood and accepted these Conditions of Sale prior to the auction and to have knowledge of all matters which would have been disclosed thereby and the Purchaser expressly warrants to the Assignee that the Purchaser has sought independent legal advice on all matters pertaining to this sale and has been advised by his/her/its independent legal advisor of the effect of all the Conditions of Sale. e. Neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto.

  • Examination and Review (i) After receipt of the Closing Statement, the Seller shall have thirty (30) days (the “Review Period”) to review the Closing Statement. During the Review Period, the Seller and the Seller’s accountants shall have full access to the books and records of the Company through the Closing Date, and work papers prepared by, the OpCo Buyer or the OpCo Buyer’s accountants to the extent that they relate to the Closing Statement and to such historical financial information (to the extent in the OpCo Buyer’s possession) relating to the Closing Statement as the Seller may reasonably request for the purpose of reviewing the Closing Statement and to prepare a Statement of Objections (defined below), provided, however, that such access shall be in a manner that does not interfere with the normal business operations of the OpCo Buyer or the Company. (ii) On or prior to the last day of the Review Period, the Seller may object to the Closing Statement by delivering to the OpCo Buyer a written statement setting forth the Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for the Seller’s disagreement therewith (the “Statement of Objections”). If the Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Statement shall be deemed to have been accepted by the Seller and shall be final and binding on the Seller and the OpCo Buyer. If the Seller delivers the Statement of Objections before the expiration of the Review Period, the OpCo Buyer and the Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Statement with such changes as may have been previously agreed in writing by the OpCo Buyer and the Seller shall be final and binding. (iii) If the Seller and the OpCo Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before the expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to the office of the Independent Accountant or, if the Independent Accountant is unable to serve, the OpCo Buyer and the Seller shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than any accountants previously engaged by the Seller or the OpCo Buyer (unless such previously engaged accountants are agreed to by the OpCo Buyer and the Seller, the “Independent Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to the Post-Closing Adjustment, as the case may be, and the Closing Statement. The Seller and the OpCo Buyer agree that all adjustments shall be made without regard to materiality. The Independent Accountant shall only decide the specific items under dispute by the Seller and the OpCo Buyer and its decision for each Disputed Amount must be within the range of values assigned to each such item in the Closing Statement and the Statement of Objections, respectively. (iv) The fees and expenses of the Independent Accountant shall be paid by the Seller, on the one hand, and by the OpCo Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to the Seller or the OpCo Buyer, respectively, bears to the aggregate amount actually contested by the Seller and the OpCo Buyer. (v) The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the Seller and the OpCo Buyer shall agree in writing) after its engagement, and its resolution of the Disputed Amounts and its adjustments to the Closing Statement or the Post-Closing Adjustment, absent fraud or manifest error, shall be conclusive and binding upon the Seller and the OpCo Buyer.

  • Medical Verification The Town may require medical verification of an employee’s absence if the Town perceives the employee is abusing sick leave or has used an excessive amount of sick leave. The Town may require medical verification of an employee’s absence to verify that the employee is able to return to work with or without restrictions.

  • MEASUREMENT AND VERIFICATION The goal of this task is to report the benefits resulting from this project by performing M&V of GHG and energy consumption reduction. • Enter into agreement with M&V subcontractor per subtask 1.9 (if using outside vendor) • Coordinate demonstration site visits with the M&V subcontractor at the demonstration site • Develop M&V protocol for pre-installation measurements (and calculations): o Electric, natural gas and/or other fossil fuel consumption and GHG emissions (use appropriate emissions factor from Attachment 8, FPIP Calculator Tool of the grant solicitation) of the equipment/process/system(s)/sub-system(s) that are to be upgraded and/or replaced and/or modified. o Ensure installation of sub-metering equipment and data loggers for pre/post data analysis. • Prepare and provide a detailed M&V Plan for each project demonstration site to include but not be limited to: o A description of the monitoring equipment and instrumentation that will be used. o A description of the key input parameters and output metrics that will be measured. o A description of the M&V protocol and analysis methods to be employed. o A description of the independent, third-party M&V services to be employed, if applicable. • Perform three months (or shorter period as approved in writing by the CAM) of pre-installation measurements (and calculations) based on the M&V protocol for pre-installation. • Prepare and provide a Pre-Installation M&V Findings Report that includes M&V protocol, pre-install measurements (and calculations), analysis, and results performed in this task. • Develop M&V protocol for post-installation measurements (and calculations) of: o Electric, natural gas and/or other fossil fuel consumption and GHG emissions (use appropriate emissions factor from Attachment 8 of the grant solicitation) of the equipment/process/system(s)/sub-system(s) that will be upgraded and/or replaced and/or modified • Perform 12 months (or shorter period as approved in writing by the CAM) of post- installation measurements based on M&V protocol for post-installation. • Provide a summary of post-installation M&V progress in Progress Report(s) (see subtask 1.5) which shall include but not be limited to: