Right of Access and Inspection Clause Samples

Right of Access and Inspection. 1. Owner shall provide THDA and any representatives it may engage the right of entry and free access to the Development before, during and after the construction period, at any reasonable time, to inspect all work done, labor performed and materials furnished in and about the Development. Although THDA may, from time to time, inspect the progress of the work and determine the quality of its workmanship and materials going into the Development, Owner, upon its own responsibility, has selected architects, contractors, subcontractors, materials, and labor, or will make its own arrangements for the same and that THDA has no responsibility therefore or liability in connection therewith. 2. Owner shall provide THDA and its representatives, U.S. Treasury, the cognizant Treasury inspector general, the Comptroller General of the United States, HUD, the HUD Inspector General, the State, the Tennessee Comptroller of the Treasury or any of their respective authorized representatives, full access to Owner’s facilities, the Development and to any pertinent books, documents, papers, contracts, plans, specifications, drawings and/or other records (written, electronic and otherwise) relating to Owner, the Development, and the Assistance Funds for monitoring, inspection, evaluation, and/or to make audits, examinations, excerpts, transcripts, and/or copies. 3. Owner shall make all audit, accounting or financial analysis work papers, notes and other documents available for review by THDA and its representatives, U.S. Treasury, the cognizant Treasury inspector general, the Comptroller General of the United States, HUD, the HUD Inspector General, the State, the Tennessee Comptroller of the Treasury or any of their respective authorized representatives, upon request, during normal working hours either while this Agreement is in progress or subsequent to the completion of this Agreement.

Right of Access and Inspection. Any of the Company's authorized representatives shall have the right and opportunity but not the obligation when the Company so desires to interview persons employed by the INSURED and to inspect at any reasonable time, during the POLICY PERIOD or thereafter, an Insured Property for which the INSURED holds title, and applicable records for COMMERCIAL REAL ESTATE LOANS. Neither the Company nor its representatives shall assume any responsibility or duty to the INSURED or to any other party, person or entity, by reason of such right of inspection. Neither the Company's right to make inspections, sample and monitor nor the actual undertaking thereof nor any report thereon shall constitute an undertaking on behalf of the INSURED or others, to determine or warrant that property or operations are safe, healthful or conform to acceptable engineering practices or are in compliance with any law, rule or regulation. The INSURED agrees to provide appropriate personnel to assist the Company's representatives during any inspection.

Right of Access and Inspection. Commission shall have the right at any time during normal business hours and from time to time to enter upon the Site for purposes of inspection. If Commission in its reasonable discretion determines that the project is not being operated in conformity with this Agreement, or any applicable Governmental Restrictions, Commission may at its election, after notice to and consultation with the Borrower and affording the Borrower thirty (30) days after such notice to cure the matter (provided, however, that if such matter cannot be cured within a 30-day period, it shall be deemed cured if Borrower commences the cure within said 30-day period and diligently prosecutes such cure to completion thereafter) and the Borrower fails to cure the matter, itself cure the matter. Inspection by Commission of the Project or the Site is not to be construed as an acknowledgment, acceptance or representation by Commission that there has been compliance with any terms or provisions of this Agreement.

Right of Access and Inspection. (i) After the receipt by the Administrative Agent or any Lender of any notice of the type described in Section 9.01(i), or if an Event of Default has occurred and is continuing, then, at the reasonable request of the Administrative Agent, the Company will prepare an environmental report reasonably satisfactory to the Administrative Agent with respect to any matter disclosed pursuant to Section 9.01(i) and/or, if an Event of Default has occurred and is continuing with respect to the environmental condition of any owned, leased or operated Real Property or facility of any Credit Party or any Subsidiary thereof (the “Environmental Report”); provided, however, that any such Environmental Report shall not include the taking of samples of air, soil, surface water, groundwater, effluent, and building materials, in, on or under such Real Property or facility unless the Administrative Agent reasonably concludes that such sampling is commercially reasonable and necessary. Any such sampling shall be conducted by a qualified environmental consulting firm reasonably acceptable to the Administrative Agent. If an Event of Default has occurred and is continuing, or if the Company does not prepare an Environmental Report or conduct the requested site visits, inspections, sampling, tests and investigations in a reasonably timely manner, the Administrative Agent may, upon prior notice to the Company, retain an environmental consultant, at the Credit Parties’ expense, to prepare an Environmental Report and conduct such sampling as it reasonably concludes is commercially reasonable and necessary. The Credit Parties and their respective Subsidiaries will provide the Administrative Agent and its consultants with access to such Real Property or facility during normal business hours in order to complete any necessary site visits, inspections, tests, investigations or sampling in accordance with this Section 9.06(c). The Administrative Agent will make commercially reasonable efforts to conduct any such site visits, inspections, sampling, tests and investigations so as to avoid interfering with the operation of such Real Property or facility. (ii) The exercise of the Administrative Agent’s rights under Section 9.06(c)(i) shall not constitute a waiver of any default by the Credit Parties or their respective Subsidiaries and shall not impose any liability on the Administrative Agent or any of the Lenders or any of their respective Affiliates. In no event will any site visit, observati...

Right of Access and Inspection. (i) With respect to any matter disclosed pursuant to subsection (a) above, or if an Event of Default has occurred and is continuing, or if Administrative Agent reasonably believes either that NewPageHoldCo or any of its Subsidiaries has breached any representation, warranty or covenant contained in Sections 4.14 or 5.9 of this Agreement or that there has been a material violation of Environmental Laws at any Facility or by NewPageHoldCo or any of its Subsidiaries at any other location, for the purposes of protecting the Lenders’ security interests and rights under the Credit Documents, the Administrative Agent and its representatives shall have the right, but not the obligation, at any reasonable time and after reasonable notice, to enter into and observe the condition and operations of the Facilities. (ii) The exercise of the Administrative Agent’s rights under this subsection (c) shall not constitute a waiver of any default by NewPageHoldCo or any Subsidiary and shall not impose any liability on the Administrative Agent or any of the Lenders. In no event will any site visit or observation by the Administrative Agent be deemed a representation that Hazardous Materials are or are not present in, on or under any of the Facilities, or that there has been or will be compliance with any Environmental Law and the Administrative Agent shall not be deemed to have made any representation or warranty to any party regarding the truth, accuracy or completeness of any report or findings with regard thereto. Without express written authorization, neither NewPageHoldCo nor any other party shall be entitled to rely on any site visit, observation or investigation by the Administrative Agent. The Administrative Agent and the Lenders owe no duty of care to protect NewPageHoldCo or any other party against, or to inform NewPageHoldCo or any other party of, any Hazardous Materials or any other adverse condition affecting any of the Facilities. The Administrative Agent may in its discretion disclose to NewPageHoldCo, or to any other party if so required by law, any report or findings made as a result of, or in connection with, any site visit, observation or investigation by the Administrative Agent. If the Administrative Agent is required to disclose any such report or finding to any third party pursuant to law, then the Administrative Agent shall provide NewPageHoldCo prompt written notice of such disclosure and afford NewPageHoldCo the opportunity to object or defend against ...

Right of Access and Inspection. (i) With respect to any matter disclosed pursuant to subsection (a) above, or if an Event of Default has occurred and is continuing, Agent and its representatives shall have the right, but not the obligation, at any reasonable time and after reasonable written notice and without unreasonable disruption of business, to enter into and observe the condition and operations of the Facilities. At the reasonable written request of Agent, Euramax shall conduct such tests and investigations, including the preparation of a Phase I environmental site assessment on any part of the Facilities or the taking of samples of air, soil, surface water, groundwater, effluent, and building materials, as reasonably directed by Agent. If an Event of Default has occurred and is continuing, or if Euramax does not undertake such tests and investigations in a reasonably timely manner, Agent shall have the right, but not the obligation, to hire an independent engineer, at Euramax's expense, to conduct such tests and investigations. Agent will make commercially reasonable efforts to conduct any such tests and investigations so as to avoid interfering with the operation of the Facility. (ii) The exercise of Agent's rights under this subsection (c) shall not constitute a waiver of any default by Euramax or any Subsidiary and shall not impose any liability on Agent or any of the Lenders except to the extent such liability arises from the gross negligence or willful misconduct of Agent, as determined in a final, non-appealable judgment by a court of competent jurisdiction. In no event will any site visit, observation, test or investigation by Agent be deemed either a duty or obligation or a representation that Hazardous Materials are or are not present in, on or under any of the Facilities, or that there has been or will be compliance with any Environmental Law and Agent shall not be deemed to have made any representation or warranty to any party regarding the truth, accuracy or completeness of any report or findings with regard thereto. Without express written authorization, neither ▇▇▇▇▇▇▇ nor any other Person shall be entitled to rely on any site visit observation, test or investigation by Agent. Agent and the Lenders owe no duty of care to protect Euramax or any other party against, or to inform ▇▇▇▇▇▇▇ or any other party of, any Hazardous Materials or any other adverse condition affecting any of the Facilities except to the extent required by Environmental Law. Agent may in its discre...

Right of Access and Inspection. MEC may send an employee, agent or contractor to the premises of the Member at any time to inspect the interconnection and to observe the Facility’s commissioning (including any testing), startup, or operation.

Right of Access and Inspection. Buyer shall have the right, through its officers, employees, consultants, accountants, actuaries, attorneys and other designated agents and representatives, upon reasonable notice, during normal business hours and in a manner so as not to disrupt the orderly conduct of business of the Company, to (i) inspect (and make copies of) such of the Books and Records as Buyer may reasonably request; and (ii) make such reasonable investigation of the Assets, liabilities, financial condition, properties, business and operations of the Company as Buyer may reasonably deem necessary or appropriate, and for such purposes to have access to the Books and Records and Contracts and facilities of the Company, and access to the Personnel of the Company, Seller and Seller's Affiliates that perform work for, or have knowledge of facts relating to, the Company (including the Employees), including an examination of the corporate records and minute books, financial statements and projections, insurance department filings, reports and examinations, summaries of pending litigation, Tax Returns, accounting and actuarial methods, business plans and prospects, in each case wherever located, of the Company; provided, that Buyer will take reasonable steps to maintain the confidentiality of all Books and Records. Seller shall, and shall cause the Company and Seller's Affiliates, and their respective officers, employees (including the Employees), agents and representatives, including their respective counsel and independent public accountants, to cooperate fully with Buyer in connection with such investigation, access and examination. Buyer shall have the right to audit the books of the Company so as to enable Buyer to prepare any GAAP financial statements for the Company that may be required to be filed with the SEC on consummation of the transaction.

Right of Access and Inspection. Seller shall (i) permit Buyer and any of its employees, agents, attorneys or accountants ("authorized representatives"), from time to time as reasonably requested, full and open access, at reasonable times during normal business hours, to examine all Books and Records as they relate to the Credit Card Assets, Transferred Assets, Transferred Employees, Transferred Accounts and Transferred Contracts; (ii) furnish Buyer with true, accurate and complete copies of such contracts and other such records and all other information in its possession with respect to the Credit Card Assets, Transferred Assets, Transferred Employees and Transferred Accounts as Buyer or its authorized representatives may reasonably request; (iii) cause its personnel and its agents to provide Buyer assistance in its investigation of such matters; provided, however, that such investigation shall be conducted in a manner which does not unreasonably interfere with Seller's normal operations, and provided further that the Seller shall not be required to divulge, and shall not divulge, any records, including certain information, to the extent prohibited by applicable statutes or regulations, and (iv) provide to Buyer and its agents reasonable access to the Sioux Falls facility, upon reasonable notice, to allow Buyer to reasonably prepare the center for operation following the Closing. Buyer shall perform such activities in a manner which shall not unreasonably interfere with Seller's operation of the center. If HCS discovers that the substance of the Capital and Operating Leases listed on Schedule 1.1.8, the substance of the Computer Programs listed on Schedule 1.1.3 or the substance of any other Transferred Contract does not exist, such Transferred Contract will with respect to Schedules 1.1.3 and 1.1.8 be deleted from the appropriate Schedule prior to the Closing Date, and such Transferred Contract on Schedule 3.7 will not be assumed.