Inspections of Books and Records Clause Samples

The "Inspections of Books and Records" clause grants one party the right to review and examine the financial and operational documents of the other party. Typically, this clause outlines the conditions under which inspections can occur, such as providing advance notice, limiting the frequency of inspections, and specifying which records are accessible. Its core function is to promote transparency and accountability, allowing parties to verify compliance with contractual obligations and detect any discrepancies or issues early on.
Inspections of Books and Records. Borrower will allow Lender, or its agents, during normal business hours, access to the books, records and such other documents of Borrower as Lender shall reasonably require, and allow Lender, at Borrower’s expense, to inspect, audit and examine the same and to make extracts therefrom and to make copies thereof. At any time other than during a Default Period, Lender shall provide reasonable notice prior to any inspection and/or audit and shall not conduct such inspection and/or audit more than once in any twelve (12) month period.
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Inspections of Books and Records. (a) The books and records of the relevant Hotel pertinent to the Services, Adjustments or discrepancies between the Access Record and the Hotel PMS during the Term of this Agreement shall be open to inspection and audit (an “Inspection”) by an authorized representative of OCC upon reasonable advance written request to the Hotel and Marriott. OCC shall have the right to inspect and audit such books and records only for the *** preceding years. OCC must bring any claim resulting from such an audit within *** after completion of such audit. OCC’s right to inspect and audit such books and records shall not extend beyond *** after the expiration or termination of this Agreement with respect to a particular Hotel. (b) The books and records of OCC relating to the Services (including related information, data and files and further including information relating to Net Additional Revenue, the allocation thereof to the Hotels during the Agreement Term and the accuracy and results of the Monitoring Units), shall be open to an Inspection by an authorized representative of Marriott or the Hotels upon reasonable advance written request to OCC. Marriott shall have the right to inspect and audit such books and records only for the *** preceding years. Marriott or the Hotel must bring any claim resulting from such an audit within *** after completion of such audit. Marriott’s and the Hotels’ right to inspect and audit such books and records shall not extend beyond *** after the expiration or termination of this Agreement with respect to a particular Hotel. (c) Marriott shall cause the relevant Hotel to promptly remit to OCC any fees or other amounts (without interest thereon, unless the Hotel’s relevant actions, as applicable, were made in bad faith in which case interest thereon shall be added at a rate equal to that provided for in Section 8.8) that are owed to it as demonstrated by an Inspection. If OCC has been paid, since the immediately preceding Inspection (or if there has not been a previous Inspection, since the Hotel Commencement Date for the relevant Hotel), less than *** of the OCC Revenue Share that OCC should have been paid during such period (as reasonably determined by OCC as a result of such Inspection), the Hotel shall reimburse OCC for the reasonable cost of such Inspection. (d) OCC shall promptly remit to the Hotels (or to Marriott, at Marriott’s request) any fees or other amounts (without interest thereon, unless OCC’s relevant actions were made in bad...
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Inspections of Books and Records. During the thirty (30) day period following delivery of the EBITDA Report, Buyer shall permit Sellers’ Representative and Sellers’ accountants, upon reasonable notice at a mutually agreed upon time during normal business hours, to have full access to the books, records, accountants and personnel of Buyer and to make such inspections and copies of such books and records as they may reasonably request, from time to time to verify the amounts included in the EBITDA Report. Absent fraud, any such EBITDA Report shall become final and binding upon the Parties on the thirtieth (30th) day following delivery thereof, unless Sellers’ Representative shall have given written notice of disagreement (“Earnout Dispute Notice”), to Buyer prior to such date. Any Earnout Dispute Notice shall specify in reasonable detail the nature of any disagreement so asserted. During the twenty (20) day period following the delivery of an Earnout Dispute Notice, Sellers’ Representative and Buyer shall seek in good faith to resolve any differences which they may have with respect to the matters specified in such Earnout Dispute Notice.
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Inspections of Books and Records. Company shall have the right, during normal business hours and with reasonable notice, to inspect, audit and make copies from the books and records of the Special Agent for the purpose of verifying Special Agent’s compliance with the provisions of this Agreement.
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Inspections of Books and Records. Aventis or an independent accounting firm nominated by Aventis may inspect Inyx’s books and records relating to Aventis’ interests under this Agreement during normal business hours and with reasonable advance written notice, provided a representative of Inyx is present during any such inspection. Inyx shall notify Aventis of any inspections by any governmental agency involving the Aventis Products.
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Inspections of Books and Records. Without limiting any rights of the LENDER under the ORIGINAL LOAN DOCUMENTS, the
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Related to Inspections of Books and Records

  • Inspection of Books and Records Contractor will permit County, or any duly authorized agent of County, to inspect and examine the books and records of Contractor for the purpose of verifying the amount of work performed under the Scope of Services. County’s right to inspect survives the termination of this Agreement for a period of four years.

  • Examination of Books and Records At reasonable times and upon reasonable notice, Lender, its agents, accountants and attorneys shall have the right to examine the records, books, management and other papers of Borrower which reflect upon their financial condition, at the Property or at any office regularly maintained by Borrower where the books and records are located. Lender and its agents shall have the right to make copies and extracts from the foregoing records and other papers. In addition, at reasonable times and upon reasonable notice, Lender, its agents, accountants and attorneys shall have the right to examine and audit the books and records of Borrower pertaining to the income, expenses and operation of the Property during reasonable business hours at any office of Borrower where the books and records are located. This

  • Access to Books and Records (a) After the date of this Agreement until the earlier of the Closing or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

  • Location of Books and Records The location where Seller keeps its books and records, including all computer tapes and records relating to the Purchased Mortgage Loans and the related Repurchase Assets is its chief executive office.

  • Books and Records; Inspection and Audit Rights Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.