ACCESS TO BOOKS, RECORDS AND FACILITIES Sample Clauses

ACCESS TO BOOKS, RECORDS AND FACILITIES. CP, CP Canada and FS agree that on and after the Closing it will permit Buyer and its representatives, during normal business hours and working days and upon reasonable advance notice, (i) to have access to and to examine and make copies of all books and records of CP, CP Canada and FS (except books and records protected by attorney-client or other privilege which any of CP, CP Canada and FS may be entitled to assert against Buyer in any pending or threatened proceeding, suit or action) which relate to the Assets, the CAT Shares, CAT, the conduct of the Honduran Business or the operations of the U.S. Business that support the Assets to the extent that the events reflected therein relate to transactions or events occurring prior to the Closing or to transactions or events occurring subsequent to the Closing which arise out of transactions or events occurring prior to the Closing and (ii) to have access to and to examine and make copies of all documents listed in the Schedules attached hereto and all files, records and papers of any and all proceedings and matters listed in the Schedules attached hereto. All books and records of CP, CP Canada and FS relating to the Assets, the CAT Shares, CAT, the conduct of the Honduran Business or the operations of the U.S. Business that support the Assets will be preserved by CP, CP Canada and FS in accordance with their records retention policy, but in no event for a period of less than three years following the Closing. Prior to any destruction or disposition by any of CP, CP Canada and FS of any such books and records, one of them will notify Buyer in writing and Buyer shall have the right to receive and retain such books and records at its expense. Buyer agrees that, after the Closing, it will permit, and will cause its subsidiaries to permit, CP, CP Canada and FS and their representatives full access during normal business hours and working days and upon reasonable advance notice to have access to the books and records of Buyer and its subsidiaries (except records protected by attorney-client or other privilege which Buyer or its affiliates may be entitled to assert against any of CP, CP Canada and FS in any pending or threatened proceeding, action or suit), relating to the Assets, the CAT Shares, CAT, the conduct of the Honduran Business or the operations of the U.S. Business that support the Assets, to the extent that any of the foregoing relates to periods prior to the Closing, and is reasonably necessary in conne...
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ACCESS TO BOOKS, RECORDS AND FACILITIES. (a) Sellers agree that on and after the Closing they will permit Buyer and its representatives, during normal business hours and working days and upon reasonable advance notice, (i) to have access to and to examine and make copies of all books and records of CDG (except books and records protected by attorney-client or other privilege which Sellers may be entitled to assert against Buyer or its affiliates in any pending or threatened proceeding, suit or action) which relate to the Shares or the operations of the Business to the extent that the events reflected therein relate to transactions or events occurring prior to the Closing or to transactions or events occurring subsequent to the Closing which arise out of transactions or events occurring prior to the Closing and (ii) to have access to and to examine and make copies of all documents listed in the Schedules attached hereto and all files, records and papers of any and all proceedings and matters listed in the Schedules attached hereto. During the period commencing on the date hereof and ending on the Closing Date, CDG will, and Sellers will cause CDG to, afford to Buyer and its counsel, accountants and other authorized representatives access at all reasonable times upon reasonable advance notice to the officers, directors, employees, accountants and other advisors and agents, properties, books, records and contracts, of CDG (excluding those relating to CDG's businesses other than the Business, CDG's assets other than the Assets, or Liabilities of CDG not set forth on Schedule 4.1(a)), and the right to make copies and extracts from such books, records and contracts, and to furnish Buyer with all financial, operating and other data and information concerning CDG and the Business (excluding those relating to CDG's businesses other than the Business, CDG's assets other than the Assets, or Liabilities of CDG not set forth on Schedule 4.1(a)) as Buyer and its advisors may reasonably request. All books and records of CDG relating to the Shares, the Assets or the operations of the Business will be preserved by CDG in accordance with CDG's records retention policy, but in no event for a period of less than three years following the Closing. Prior to any destruction or disposition by CDG of any such books and records, Sellers will notify Buyer in writing and Buyer shall have the right to receive and retain such books and records at its expense.
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ACCESS TO BOOKS, RECORDS AND FACILITIES. Each of the Shareholders, at its own expense, shall have full and complete access, through an accountant or other agent of its choice, to the books, records and facilities of the Company during normal business hours for the purpose of inspection, making copies, auditing or any other purpose not inconsistent with the best interests of the Company. The books and records of the Company will be in the Japanese language with a summary of such records to be made available, upon request, in the English language. The cost of preparing the English language summary shall be borne by the Company.
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ACCESS TO BOOKS, RECORDS AND FACILITIES. CP, CP Canada and FS agree that prior to the Closing, they will permit Buyer and its representatives full access during normal business hours and working days and upon reasonable notice to all of their properties, books, contracts, records and employees relating to the Assets, the CAT Shares, CAT, the conduct of the Honduran Business or the operations of the U.S. Business that support the Assets and will furnish Buyer and its representatives during such period, upon reasonable notice, with all such financial, operating and other information concerning the Assets, the CAT Shares, CAT, the conduct of the Honduran Business and the operations of the U.S. Business that support the Assets as Buyer or its representatives may reasonably request.
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ACCESS TO BOOKS, RECORDS AND FACILITIES. Seller agrees that prior to the Closing, Seller will permit Buyer, Parent and their representatives full access during normal business hours and upon reasonable notice to all of their respective plants, properties, books, contracts, records and employees used in or relating to the conduct of the Business and will furnish Buyer, Parent and their representatives during such period, upon reasonable notice, with all such financial, operating and other information concerning the Assets and the conduct of the Business as Buyer, Parent or their representatives may reasonably request.
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ACCESS TO BOOKS, RECORDS AND FACILITIES. Each Seller agrees that on and after the Closing it will permit Buyer and its representatives, during normal business hours and upon reasonable advance notice, (i) to have access to and to examine and make copies of all books and records of such Seller (except books and records protected by attorney-client or other privilege which such Seller may be entitled to assert against Buyer in any pending or threatened proceeding, suit or action) which relate solely to the Business to the extent that the events reflected therein relate to transactions or events occurring prior to the Closing or to transactions or events occurring subsequent to the Closing which arise out of transactions or events occurring prior to the Closing, and (ii) to have access to and to examine and make copies of all documents listed in the Schedules attached hereto and all files, records and papers of any and all proceedings and matters listed in the Schedules attached hereto. All books and records of any Seller relating to the Business will be preserved by such Seller in accordance with such Sellers' records retention policy. Buyer agrees that, after the Closing, it will permit, and will cause its subsidiaries to permit, Sellers and their representatives full access during normal business hours and upon reasonable advance notice to all of their respective properties, plants and facilities used in connection with the Business, and to have access to the books and records (except records protected by attorney-client or other privilege which Buyer or its affiliates may be entitled to against Sellers in any pending or threatened proceeding, action or suit) of the Business, to the extent that any of the foregoing relates to periods prior to the Closing, and is reasonably necessary in connection with any then pending or threatened litigation, claim, liability, or judicial or administrative matters in which Sellers are involved and which involves or arises out of the ownership or operation of the Business by Sellers.
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Related to ACCESS TO BOOKS, RECORDS AND FACILITIES

  • Access to Books and Records During the course of this transaction through Closing, each party agrees to make available for inspection all corporate books, records and assets, and otherwise afford to each other and their respective representatives, reasonable access to all documentation and other information concerning the business, financial and legal conditions of each other for the purpose of conducting a due diligence investigation thereof. Such due diligence investigation shall be for the purpose of satisfying each party as to the business, financial and legal condition of each other for the purpose of determining the desirability of consummating the proposed transaction. The Parties further agree to keep confidential and not use for their own benefit, except in accordance with this Agreement any information or documentation obtained in connection with any such investigation.

  • Books, Records and Inspections The Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or the Required Lenders to visit and inspect any of the properties or assets of the Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Borrower and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default (a) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times in any calendar year and (c) only one such visit shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants.

  • Maintaining Records; Access to Properties and Inspections Maintain all financial records in accordance with GAAP and permit any persons designated by the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Lender to visit and inspect the financial records and the properties of the Borrower or any of the Subsidiaries at reasonable times, upon reasonable prior notice to the Borrower, and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any persons designated by the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Lender upon reasonable prior notice to the Borrower to discuss the affairs, finances and condition of the Borrower or any of the Subsidiaries with the officers thereof and independent accountants therefor (so long as the Borrower has the opportunity to participate in any such discussions with such accountants), in each case, subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract.

  • Access to Records and Properties (a) From the date hereof until the Closing Date or earlier termination of this Agreement, Seller will, and will cause the Companies and their Subsidiaries to:

  • Books Records and Reports 12.1 At all times during the continuance of the Company, the Company shall keep or cause to be kept full and true books of account, in which shall be entered fully and accurately each transaction of the Company. The books of account, together with an executed copy of the Certificate of Formation of the Company and any amendments thereto, shall at all times be maintained at the principal office of the Company and shall be open to inspection and examination by the members or their representatives at reasonable hours and upon reasonable notice. For purpose hereof, the Company shall keep its books and records on the same method of accounting employed for tax purposes.

  • Documents, Records and Funds in Possession of the Master Servicer To Be Held for Trustee.

  • Books, Records and Access (a) Maintain, and cause each Subsidiary to maintain, complete and accurate books and records in which full and correct entries in conformity with generally accepted accounting principles in the United States of America shall be made of all dealings and transactions in relation to its respective business and activities.

  • Access to Bank's Records (a) Bank shall create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of Customer under the 1940 Act, with particular attention to Section 31 thereof and rules 31a-1 and 31a-2 thereunder. All such records shall be property of Customer. Bank will allow Customer's duly authorized officers, employees, and agents, including Customer's independent public accountants, and the employees and agents of the SEC access at all times during the regular business hours of Bank to such records. Except, in the case of access by the SEC as otherwise required by the SEC, such access will be subject to reasonable notice to Bank. Subject to restrictions under Applicable Law, Bank also will obtain an undertaking to permit Customer's independent public accountants reasonable access to the records of any Subcustodian of Securities held in the Securities Account as may be required in connection with such examination.

  • Books and Records; Inspections Each Credit Party will, and will cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity in all material respects with GAAP shall be made of all dealings and transactions in relation to its business and activities. Each Credit Party will, and will cause each of its Subsidiaries to, permit any authorized representatives designated by the Administrative Agent at the request of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject to the proviso below), to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions), all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested, in each case, in a manner that does not unduly interfere with the business and operations of the Credit Parties and their Subsidiaries; provided that (i) the Borrower shall only be obligated to reimburse the Administrative Agent and the Requisite Lenders for the expenses of one such inspection per calendar year prior to the occurrence of an Event of Default; and (ii) any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany the Administrative Agent or its representative in connection with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding anything to the contrary in this Section 5.6, none of Holdings or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work product.

  • Inspection of Books and Records The books and records of the Custodian directly related to the Fund shall be open to inspection and audit at reasonable times by officers and representatives of the Fund and auditors employed by the Fund at its own expense and with prior written notice to the Custodian, and by the appropriate employees of the Securities and Exchange Commission.

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