Common use of Access and Maintenance of Records Clause in Contracts

Access and Maintenance of Records. From and after the Closing, --------------------------------- each party shall afford the other party, its officers, counsel, accountants and other authorized representatives and regulatory authorities (the "Requesting Party") access to the other party's properties, books and records, including those maintained by the other party's accountants, at any time and from time to time upon reasonable notice from the Requesting Party, as reasonably required by the Requesting Party in connection with (i) performance by the Requesting Party of any of its obligations under the terms and conditions of this Agreement, including without limitation any liability or obligation of Seller not assumed by Buyer pursuant to the Agreement, (ii) any claim, action, litigation or other proceeding involving the Requesting Party or the School and (iii) the Requesting Party's preparation of its financial statements and tax returns. In addition, the Requesting Party, at its expense, may make copies of any such records as may be necessary or appropriate for the Requesting Party's use. Each party shall maintain all such records in accordance with, and subject to all restrictions imposed by, all laws, rules and regulations. Each party shall not destroy or otherwise dispose of any of such records without prior notice to the other party, which party shall have the option, at such party's expense, to take possession of any such records which the other party elects to destroy or otherwise dispose of. Any such access shall take place only during normal business hours in such a manner as not to interfere unreasonably with the operation of the business of the other party. Notwithstanding the foregoing, Buyer shall preserve and protect all books, documents, papers, computer programs and records pertaining in any manner to the administration by Seller of the Federal student financial assistance programs pursuant to Title IV of the Higher Education Act of 1965, as amended, for the period of time specified under applicable law and regulation. Any document or other information obtained from a party hereunder that is designated by such party as confidential shall be maintained in confidence by the other party, except to the extent Seller is required by law or regulation to disclose part or all of such documents or information. Seller and Buyer agree that the books and records relating to the School and the floral design program shall be maintained separate and apart from the books and records relating to Buyer's allied health program and its other operations until the date at which funds are first released from Escrow pursuant to Section 2.2.1.

Access and Maintenance of Records. From and after the Tier I --------------------------------- Closing, --------------------------------- each party shall afford the other party, its officers, counsel, accountants and other authorized representatives and regulatory authorities (the "Requesting Party") access to the other party's properties, books and records, including those maintained by the other party's accountants, at any time and from time to time upon reasonable notice from the Requesting Party, as reasonably required by the Requesting Party in connection with (i) performance by the Requesting Party of any of its obligations under the terms and conditions of this Agreement, including without limitation any liability or obligation of Seller not assumed by Buyer pursuant to the Agreement, (ii) any claim, action, litigation or other proceeding involving the Requesting Party or the any School and (iii) the Requesting Party's preparation of its financial statements and tax returns. In addition, the Requesting Party, at its expense, may make copies of any such records as may be necessary or appropriate for the Requesting Party's use. Each party shall maintain all such records in accordance with, and subject to all restrictions imposed by, all laws, rules and regulations. Each party shall not destroy or otherwise dispose of any of such records without prior notice to the other party, which party shall have the option, at such party's expense, to take possession of any such records which the other party elects to destroy or otherwise dispose of. Any such access shall take place only during normal business hours in such a manner as not to interfere unreasonably with the operation of the business of the other party. Notwithstanding the foregoing, Buyer shall preserve and protect all books, documents, papers, computer programs and records pertaining in any manner to the administration by Seller of the Federal student financial assistance programs pursuant to Title IV of the Higher Education Act of 1965, as amended, for the period of time specified under applicable law and regulation. Any document or other information obtained from a party hereunder that is designated by such party as confidential shall be maintained in confidence by the other party, except to the extent Seller is required by law or regulation to disclose part or all of such documents or information. Seller and Buyer agree that the books and records relating to the School and the floral design program shall be maintained separate and apart from the books and records relating to Buyer's allied health program and its other operations until the date at which funds are first released from Escrow pursuant to Section 2.2.1.

Access and Maintenance of Records. From and after the Closing, --------------------------------- each party of Buyer and Seller (the "Requested Party") shall afford to the other partyparty (the "Requesting Party"), its officers, counsel, accountants and other authorized representatives and regulatory authorities (the "Requesting Party") access to the other party's its properties, books and records, including those maintained by the other party's its accountants, at any time and from time to time upon reasonable notice from the Requesting PartyParty (which notice shall describe the business reason for any such request), as reasonably required by the Requesting Party in connection with (i) performance by the Requesting Party of any of its obligations under the terms and conditions of this Agreement, including including, without limitation limitation, any liability or obligation of Seller not assumed by Buyer pursuant to the this Agreement, (ii) any claim, action, litigation or other proceeding involving the Requesting Party or the School and Schools, (iii) the Requesting Party's preparation of its financial statements and tax Tax returns, (iv) any other essential business purpose of the Requesting Party. In addition, the Requesting Party, at its expense, may make copies of any such records as may be necessary or appropriate for the Requesting Party's use. Each party shall maintain all such records in accordance with, and subject to all restrictions imposed by, all laws, rules and regulations. Each Additionally, prior to destruction or disposition of any such records, the party shall not intending to destroy or otherwise dispose of any of such records without prior shall give notice to the other party, which party shall have prior to such destruction or disposition and afford such other party the optionright to copy or retain such records, at such other party's cost and expense, to take possession of any if such records which the other party elects to destroy or otherwise dispose ofdo so. Any Access to any such access records shall take place only during normal business hours in such a manner as not to interfere unreasonably with the operation of the business of the other party. Notwithstanding the foregoing, Buyer shall preserve and protect all books, documents, papers, computer programs and records pertaining in any manner to the administration by Seller of the Federal student financial assistance programs pursuant to Title IV of the Higher Education Act of 1965, as amended, for the period of time specified under applicable law and regulation. Any document or other information obtained from a party hereunder that is designated by such party as confidential shall be maintained in confidence by the other party, except to the extent Seller is required by law or regulation to disclose part or all of such documents or information. Seller and Buyer agree that the books and records relating to the School and the floral design program shall be maintained separate and apart from the books and records relating to Buyer's allied health program and its other operations until the date at which funds are first released from Escrow pursuant to Section 2.2.1.

Access and Maintenance of Records. From and after the Closing, --------------------------------- each party of Buyer and Seller shall afford to the other partyRequesting Party, its officers, counsel, accountants and other authorized representatives and regulatory authorities (the "Requesting Party") access to the other party's its properties, books and records, including those maintained by the other party's its accountants, at any time and from time to time upon reasonable notice from the Requesting Party, as reasonably required by the Requesting Party in connection with (i) performance by the Requesting Party of any of its obligations under the terms and conditions of this Agreement, including including, without limitation limitation, any liability or obligation of Seller not assumed by Buyer pursuant to the this Agreement, (ii) any claim, action, litigation or other proceeding involving the Requesting Party or the School and (iii) the Requesting Party's preparation of its financial statements and tax returns. In addition, the Requesting Party, at its expense, may make copies of any such records as may be necessary or appropriate for the Requesting Party's use. Each party shall maintain all such records in accordance with, and subject to all restrictions imposed by, all laws, rules and regulations. Each party shall not destroy or otherwise dispose of any of such records without prior notice to the other party, which party shall have the option, at such party's expense, to take possession of any such records which the other party elects to destroy or otherwise dispose of. Any such access shall take place only during normal business hours in such a manner as not to interfere unreasonably with the operation of the business of the other party. Notwithstanding the foregoing, Buyer shall preserve and protect all books, documents, papers, computer programs and records pertaining in any manner to the administration by Seller of the Federal student financial assistance programs pursuant to Title IV of the Higher Education Act of 1965, as amended, for the period of time specified under applicable law and regulation. Any document or other information obtained from a party hereunder that is designated by such party as confidential shall be maintained in confidence by the other party, except to the extent Seller is required by law or regulation to disclose part or all of such documents or information. Seller and Buyer agree that the books and records relating to the School and the floral design program shall be maintained separate and apart from the books and records relating to Buyer's allied health program and its other operations until the date at which funds are first released from Escrow pursuant to Section 2.2.1.