Investigation and Review Sample Clauses

Investigation and Review. Purchaser, with the assistance and advice of its accountants and other advisors whom it has deemed appropriate, will have a full opportunity to complete a review of all information pertaining to the business and financial operations of the Company which will be provided directly to Purchaser or to which Purchaser will be given access either by the Seller or the Seller's representatives. Purchaser will, in addition, be given the opportunity to request additional information concerning the Company's assets, liabilities, books, records and financial status, and will receive full and adequate responses to any such requests. Purchaser shall complete its investigation and review on or before August , 1997.
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Investigation and Review. (a) The department may exercise any and all authority and powers available to it under any other provisions of law to administer and enforce this article, including, but not limited to, examining, auditing and investigating the business partner's books and records, and charging and collecting the reasonable costs for these activities. Any civil, criminal, and administrative authority and remedies available to the department may be sought and employed in any combination deemed advisable by the department to enforce the provisions of this article. Nothing in this section shall be construed to impair or impede the department's authority under any other provision of law. (b) The State may examine, audit, or investigate a business partner's activities under Vehicle Code section 1685, these regulations, and any agreement between a business partner and the State even if the BPA contract or permit is terminated, cancelled or expires. The examination, audit or investigation may relate to any matter, including, but not limited to, procedures, operations and finances relating to the business partner activity. The business partner shall make available to the State all of its records and reports relating to the conduct of the activity, whether hard copy, or stored in electronic media. Failure by a business partner to comply with the provisions of this section shall be cause for immediate termination of a business partner's authorization to process transactions as a business partner permit. (c) Whenever the department examines, audits or investigates any business partner, that business partner shall pay, within thirty (30) days after receipt of a statement from the department, the reasonable costs incurred by the department for the performance of the examination, audit or investigation, including, but not limited to: (1) The reasonable amount of the salary and/or other compensation paid to the persons making the examination, audit or investigation. (2) The reasonable expenses for travel, meals and lodging of the persons making the examination, audit or investigation. (3) The reasonable amount of any other expenses, including overhead. Note: Authority cited: Sections 1651 and 1685, Vehicle Code. Reference: Section 1685, Vehicle Code.
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Investigation and Review. It shall be a condition to closing that the documents described in this Paragraph 5(a)(iii) (the “Investigation Documents”) be delivered to the Buyer and approved as provided below. ▇▇▇▇▇ acknowledges and agrees, that as of the date of this Agreement, ▇▇▇▇▇ has received, reviewed and approved copies of all Investigation Documents and that this condition to closing is satisfied. The Investigation Documents consist of the following: A. Copies of all current leases, subleases, rent rolls, proposed leases, lease amendments, easements, and any other binding agreements affecting the tenancies; B. Any and all environmental, hazardous material and asbestos reports performed on the Property on behalf of Seller or in Seller’s possession or control; C. Any property surveys for the Property, including, if available, any current ALTA boundary or topographic survey performed on the Property on behalf of Seller or in Seller’s possession or control; D. Copies of reports and/or specifications for any maintenance or repair work performed on the Property during the past three (3) years; E. Any wetlands reports or analysis performed on the Property on behalf of Seller or in Seller’s possession or control; F. Any soils or geotechnical reports performed on the Property on behalf of Seller or in Seller’s possession or control; G. Copies of any correspondence from city, state or other applicable jurisdiction received by Seller that would have a material effect on Buyer’s re-development of the Property; H. Copies of any improvement plans for the Property performed on behalf of Seller, including structural, civil, utilities and landscaping details; I. Copies of any covenants, conditions, restrictions, historic designations and any site planning guidelines that will be applicable to the Property; and J. Any other business documents or records with respect to the operation of the Property which may reasonably be requested by ▇▇▇▇▇, including “as builts” or construction documents. Seller’s obligation to provide the above-referenced documentation notwithstanding, Buyer shall be responsible for its own due diligence. ▇▇▇▇▇▇ and ▇▇▇▇▇ acknowledge that prior to the execution of this Agreement, ▇▇▇▇▇ conducted inspections and analysis (“Buyer’s Documents,” as listed in Exhibit H), complete copies of the results of which have been delivered to Seller.
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Investigation and Review. Prior to Closing under this Agreement, Company and Purchaser have had and shall each provide to the other reasonable access to all records and information necessary to conduct a due diligence investigation to determine to each party's satisfaction, the condition of the business of NCBC.
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Investigation and Review. (a) Subject to the next following sentence, at any time on or prior to the 20th day following the receipt of the Sac River Disclosure Letter, Bancshares may, by action of its Board of Directors, elect to terminate this Agreement on behalf of Bancshares. Nothing in this Section 10.2(a) shall be construed (i) to limit the period of time during which Bancshares may conduct its investigation and review of Sac River, (ii) to limit any duty to Sac River otherwise to cooperate with the investigation and review by Bancshares subsequent to the period established pursuant to the first sentence of this subsection (a), or (iii) to limit or qualify in any respect the representations and warranties of Sac River to Bancshares set forth in this Agreement as a result of any such investigation and review. (b) Subject to the next following sentence, at any time on or prior to the 20th day following receipt of the Bancshares Disclosure Letter, Sac River may, by action of its Board of Directors, elect to terminate this Agreement on behalf of Sac River. Nothing in this Section 10.2(b) shall be construed (i) to limit the period of time during which Sac River may conduct its investigation and review of Bancshares and Liberty; (ii) to limit any duty of Bancshares otherwise to cooperate with the investigation and review by Sac River subsequent to the period established pursuant to the first sentence of this subsection (b); or (iii) to limit or qualify in any respect the representations and warranties of Bancshares to Sac River set forth in this Agreement as a result of such investigation and review.
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Investigation and Review. (1) The Department may exercise any and all authority and powers available to it under this Agreement to administer and enforce this Program, including, but not limited to, examining, auditing and investigating the Bonded Web Users’ books and records. Any civil, criminal, and administrative authority and remedies available to the Department may be sought and employed in any combination deemed advisable by the Department to enforce the provisions of this Agreement. Nothing in this Agreement shall be construed to impair or impede the Department’s authority. (2) The DMV may examine, audit, or investigate a Bonded Web User’s activities under this Agreement between a Bonded Web User and the DMV even if the Bonded Web User Program Agreement is terminated, cancelled or expires. The examination, audit or investigation may relate to any matter, including, but not limited to, procedures, operations and finances relating to the Bonded Web User activity. The Bonded Web User shall make available to the DMV all of its records and reports relating to the conduct of the activity, whether hard copy, or stored in electronic media. Failure by a Bonded Web User to comply with the provisions of this Agreement shall be cause for immediate termination of a Bonded Web User’s authorization to process transactions as a Bonded Web User. (3) Whenever the Department examines, audits or investigates any Bonded Web User, that Bonded Web User shall pay, within thirty (30) calendar days after receipt of a statement from the Department, the reasonable costs incurred by the Department for the performance of the examination, audit or investigation, including, but not limited to: (a) The reasonable amount of the salary and/or other compensation paid to the persons making the examination, audit or investigation. (b) The reasonable expenses for travel, meals and lodging of the persons making the examination, audit or investigation. (c) The reasonable amount of any other expenses, including overhead.
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Investigation and Review 
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Related to Investigation and Review

  • 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.

  • Investigation and Prevention DST shall reasonably assist Fund in investigating of any such unauthorized access and shall use commercially reasonable efforts to: (A) cooperate with Fund in its efforts to comply with statutory notice or other legal obligations applicable to Fund or its clients arising out of unauthorized access and to seek injunctive or other equitable relief; (B) cooperate with Fund in litigation and investigations against third parties reasonably necessary to protect its proprietary rights; and (C) take reasonable actions necessary to mitigate loss from any such authorized access.

  • Complaints Investigation The employee who complains of harassment under the provisions of the Human Rights Code must first comply with the Employer’s harassment policy procedures before filing a grievance or human rights complaint.

  • 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.

  • Implementation and Review The Parties shall consult annually, or as otherwise agreed, to review the implementation of this Chapter and consider other matters of mutual interest affecting trade in services. (10) 10 Such consultations will be addressed under Article 170 (Free Trade Commission) of Chapter 14 (Administration of the Agreement).