Access to Transferred Books and Records Sample Clauses

Access to Transferred Books and Records. (a) Pre-Closing. Between the date hereof and the Closing Date, Allianz Life shall afford to Buyer and its authorized representatives (“Buyer’s Representatives”) access at all reasonable times and upon reasonable notice to the offices, properties, facilities, books, records, officers, employees and other items of the Division relating to the Acquired Business, and otherwise provide as promptly as practicable such assistance, financial information and other materials and information relating to the Acquired Business as is reasonably requested by Buyer in order to facilitate the consummation of the transactions contemplated herein and the transition of the Acquired Business to Buyer, and Allianz Life shall instruct its officers and its and the Division’s employees, agents and representatives to cooperate with Buyer’s Representatives in connection therewith. In addition, Allianz Life shall cause the Division and Allianz Life’s officers to reasonably cooperate with Buyer to enable Buyer to contact and visit such third parties, including the parties to the In-Force Assumed Treaties, as Buyer deems reasonably necessary in connection with the foregoing. Buyer shall not initiate such contacts without the prior approval of Allianz Life, which approval will not be unreasonably withheld, limited or delayed.
Sample 1
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Access to Transferred Books and Records. Following the Closing Date, Buyer shall maintain the Transferred Books and Records included in the Purchased Assets for a minimum period of fifteen years, and the Books and Records with respect to each Treaty for a period (if longer than the foregoing) of seven years following the date that Buyer reasonably determines that all liability of Allianz Life under such Treaty has been terminated. During such time period, Buyer shall allow Allianz Life, upon reasonable prior notice and during regular business hours, through their employees and representatives, the right, at Allianz Life’s expense, to examine and make copies of such Transferred Books and Records for the purposes of the preparation or examination of Tax Returns, regulatory filings and financial statements, or the conduct of any litigation or regulatory, contract holder, or other claim or dispute resolution. Access to such Transferred Books and Records shall be at Allianz Life’s expense and may not unreasonably interfere with Buyer’s business operations; provided that Allianz Life agrees to maintain in strict confidence and not disclose to any third party the information contained in such Transferred Books and Records, except (a) disclosures to Allianz Life’s Affiliates, advisors and other agents, (b) disclosures required under applicable law, and (c) to the extent that any such disclosure is reasonably necessary in connection with the purposes set forth in the preceding sentence.
Sample 1
Access to Transferred Books and Records. Following the Closing Date, Buyer shall maintain the Transferred Books and Records included in the Purchased Assets for a minimum period of seven (7) years. During such time period, Buyer shall allow Allianz Life and Allianz New York, upon reasonable prior notice and during regular business hours, through their employees and representatives, the right, at Allianz Life’s or Allianz New York’s expense, to examine and make copies of such Transferred Books and Records for the purposes of the preparation or examination of Tax Returns, regulatory filings and financial statements, or the conduct of any litigation or regulatory, contract holder, or other claim or dispute resolution.
Sample 1
Access to Transferred Books and Records. From and after the Termination Time, upon reasonable notice, and except as may otherwise be prohibited by applicable Law, each Centocor Party shall, and shall cause its Affiliates to, afford the representatives of Schering-Plough and its Affiliates such reasonable access, during normal business hours, to the Transferred Books and Records and, during such period, each Centocor Party shall, and shall cause its Affiliates to, furnish promptly to Schering-Plough’s and its Affiliates’ representatives such information concerning, and copies of, the Transferred Books and Records as Schering-Plough may reasonably request for any reasonable business purpose relating to the period prior to the Termination Time, including for financial or tax reporting, audit purposes, regulatory compliance or litigation. In order to assure the availability to Schering-Plough of the foregoing, each Centocor Party agrees not to, and shall cause its Affiliates not to, dispose of or destroy any of the Transferred Books and Records for six (6) years after the Termination Time without providing Schering-Plough with reasonable advance notice and an opportunity to obtain copies thereof. Schering-Plough shall bear the reasonable out-of-pocket costs and expenses of Centocor’s compliance with this Section 2.4(e)(iii).
Sample 1

Related to Access to Transferred Books and Records

  • 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.

  • Company Books and Records During the term of the Company and for seven (7) years thereafter, the Company shall keep at its principal place of business, the following: · A current list of the name and last known address of each Member and Manager; · Copies of records that would enable a Member to determine the relative voting rights, if any, of the Members; · A copy of the Certificate of Formation, together with any amendments thereto; · Copies of the Company's federal, state, and local income tax returns, if any, for the seven (7) most recent years; · A copy of this Company Agreement and any amendments that are in writing, together with any amendments thereto; and · Copies of financial statements, if any, of the Company for the seven (7) most recent years. A Member may: · At the Member's own expense, inspect and copy any Company record upon reasonable request during ordinary business hours; and Tulsa Real Estate Fund, LLC 23 Company Agreement · Obtain from time to time upon reasonable demand: § True and complete information regarding the state of the business and financial condition of the Company; § Promptly after becoming available, a copy of the Company's federal, state, and local income tax returns, if any, for each year; and § Other information regarding the affairs of the Company as is just and reasonable. As stated above, a Member shall have the right, during ordinary business hours, to inspect and copy the Company documents listed above at the Member’s expense. But, the Member must give seven (7) days’ notice to the Manager of such Member’s intent to inspect and/or copy the documents, and may only inspect and copy such Company documents for a purpose reasonably related to the Member’s Interest in the Company as approved by the Manager. The Company may impose a reasonable charge, limited to the costs of labor and material, for copies of records furnished. The Company may elect, at its option, to provide the requested document electronically. To the extent allowed by law, the Manager shall honor requests of Members to keep their contact information confidential.

  • Books and Records Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower or such Subsidiary, as the case may be.

  • Access to Collateral; Books and Records At reasonable times, on three (3) Business Days' notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower's Books. The foregoing inspections and audits shall be conducted at Borrower's expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The charge therefor shall be One Thousand Dollars ($1,000.00) per person per day (or such higher amount as shall represent Bank's then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's rights or remedies) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

  • Books and Records; Access The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. For so long as the Sterling Entities beneficially own 5% or more of the Company’s then outstanding voting securities, the Company shall, and shall cause its Subsidiaries to, permit the Sterling Entities and their respective designated representatives, at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary. For so long as the Sterling Entities beneficially own 5% or more of the Company’s then outstanding voting securities, the Company shall, and shall cause its Subsidiaries to, provide the Sterling Entities, in addition to other information that might be reasonably requested by the Sterling Entities from time to time, (i) direct access to the Company’s auditors and officers, (ii) the ability to link Sterling Partners’ systems into the Company’s general ledger and other systems in order to enable the Sterling Entities to retrieve data on a “real-time” basis, (iii) quarter-end reports, in a format to be prescribed by the Sterling Entities, to be provided within 30 days after the end of each quarter, (iv) copies of all materials provided to the Board (or equivalent governing body) at the same time as provided to the Directors (or their equivalent), (v) access to appropriate officers and Directors of the Company at such times as may be requested by the Sterling Entities, as the case may be, for consultation with each of the Sterling Entities with respect to matters relating to the business and affairs of the Company and its Subsidiaries, (vi) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the certificate of incorporation or bylaws of the Company or any of its Subsidiaries, and to provide the Sterling Entities, with the right to consult with the Company and its Subsidiaries with respect to such actions, (vii) flash data, in a format to be prescribed by the Sterling Entities, to be provided within ten days after the end of each quarter and (viii) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its Subsidiaries (all such information so furnished pursuant to this Section 3.1, the “Information”). The Company agrees to consider, in good faith, the recommendations of the Sterling Entities in connection with the matters on which the Company is consulted as described above. Subject to Section 3.2, any Sterling Entity (and any party receiving Information from a Sterling Entity) who shall receive Information shall maintain the confidentiality of such Information, and the Company shall not be required to disclose any privileged Information of the Company so long as the Company has used its commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Sterling Entities without the loss of any such privilege.

  • Books and Records; Inspection Rights The Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each of its Subsidiaries 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.

  • 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.

  • Books and Records; Personnel For a period of seven (7) years after the Closing (or such longer period as may be required by any governmental agency or ongoing Litigation or in connection with any administrative proceeding):

  • Payments Books and Records (a) Turn 2 may elect to have payments made by check, wire transfer or bank transfer. Unless such election has been made in writing, all payments shall be made by check drawn to the order of "Turn 2, Inc." and delivered to IMG, Xxxxx 000, 0000 Xxxx 0xx Xxxxxx, Xxxxxxxxx, Xxxx 00000, Attn.: Xxxxx Xxxxx. Payments shall be made together with such Value Added Tax or equivalent as may be chargeable thereon. Past due payments hereunder shall bear interest at the rate of (i) one and one-half percent (1-1/2%) per month, or (ii) the maximum interest rate permissible under law, whichever is less.

  • 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.

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