Availability of Business Records. Records shall be made available in Illinois to the Department and Authorized Persons for inspection, audit, and reproduction as required in Section 9.1.2. These records will be maintained as required by 45 C.F.R. Part 74. As a part of these requirements, Contractor will retain one copy in any format of all records for at least six (6) years after final payment is made under the Contract. If an audit, litigation or other action involving the records is started before the end of the six-year (6 year) period, the records must be retained until all issues arising out of the action are resolved.
Availability of Business Records. After the Closing Date, Buyer shall provide to Sellers and Related Persons (after reasonable notice and during normal business hours and without charge to Sellers) such access to all Business Records for periods prior to the Closing and shall preserve such Business Records until the later of (a) six (6) years after the Closing Date or (b) the required retention period for all government contact information, records or documents. Such access shall include access to any computerized information systems that contain data regarding the Acquired Assets. In addition, Buyer acknowledges that Sellers have the right to retain originals or copies of Business Records for periods prior to the Closing. Prior to destroying any Business Records for periods prior to the Closing, Buyer shall notify Sellers thirty (30) days in advance of any such proposed destruction of its intent to destroy such Business Records, and Buyer will permit Sellers to retain such Business Records; provided, however, that failure to provide such notification shall not constitute a basis for any liability or claim for damages. With respect to any litigation and claims that are Excluded Liabilities, Buyer shall render all reasonable assistance that Sellers may request in defending such litigation or claim and shall make available to Sellers’ personnel most knowledgeable about the matter in question.
Availability of Business Records. From and after the Closing, each Party shall promptly provide to the other Parties and their respective Representatives (after reasonable notice and during normal business hours and without charge to the other Parties) access to all Records, to the extent permissible under Competition/Investment Law, included in the Acquired Assets, and Records of the Target Companies and Tiwest used or held for use in the Business, in each case, for periods prior to the Closing and shall preserve such Records until the latest of (i) seven years after the Closing Date, (ii) the required retention period for all government contact information, records or documents, (iii) the conclusion of all bankruptcy proceedings relating to the Chapter 11 Cases or (iv) in the case of Records related to Taxes, the expiration of the statute of limitation applicable to such Taxes. Such access shall include access to any information in electronic form to the extent reasonably available. Buyers acknowledge that Sellers have the right to retain originals or copies of all of Records related exclusively to the Excluded Assets and Excluded Liabilities for periods prior to the Closing. Prior to destroying any Records included in the Acquired Assets for periods prior to the Closing, each Party shall notify the other Parties thirty days in advance of any such proposed destruction of its intent to destroy such Records, and each Party will permit the other Parties to retain such Records. With respect to any litigation and claims that are Excluded Liabilities, Buyers shall render, at Sellers’ expense, all reasonable assistance that Sellers may request in defending such litigation or claim and shall make available to Sellers’ personnel most knowledgeable about the matter in question.
Availability of Business Records. After the Closing Date, Buyer shall provide to Seller and Related Persons (after reasonable notice and during normal business hours and without charge to Seller) access to all Business Records for periods prior to the Closing and shall preserve such Business Records until the later of (a) six (6) years after the Closing Date or (b) the required retention period for all government contact information, records or documents. Such access shall include access to any information in electronic form to the extent reasonably available. Buyer acknowledges that Seller has the right to retain originals or copies of Business Records for periods prior to the Closing. Prior to destroying any Business Records for periods prior to the Closing, Buyer shall notify Seller thirty (30) days in advance of any such proposed destruction of its intent to destroy such Business Records, and Buyer will permit Seller to retain such Business Records. With respect to any litigation and claims that are Excluded Liabilities, Buyer shall render all reasonable assistance that Seller may request in defending such litigation or claim and shall make available to Seller’s personnel most knowledgeable about the matter in question. If after the Closing Buyer (or any Affiliate or creditor of Buyer) shall receive any payment or revenue that belongs to Seller pursuant to this Agreement, Buyer shall promptly remit or caused to be remitted the same to Seller, without set-off or deduction of any kind or nature.
Availability of Business Records. From and after the Closing, Buyer shall promptly provide to Sellers and their respective Representatives and the Trustee (after reasonable notice and during normal business hours and without charge to Sellers) access to all Records included in the Acquired Assets for periods prior to the Closing and reasonable access to Transferred Employees to the extent such access is necessary in order for Sellers or the Trustee (as applicable) to comply with applicable Law or any contract to which it is a party, for liquidation, winding up, Tax reporting or other proper purposes and so long as such access is subject to an obligation of confidentiality, and shall preserve such Records until the latest of (i) seven years after the Closing Date, (ii) the required retention period for all government contact information, records or documents, (iii) the conclusion of all bankruptcy proceedings relating to the Chapter 11 Cases or (iv) in the case of Records related to Taxes, the expiration of the statute of limitation applicable to such Taxes. Such access shall include access to any information in electronic form to the extent reasonably available. Buyer acknowledges that Sellers have the right to retain originals or copies of all of Records included in the Acquired Assets for periods prior to the Closing. Prior to destroying any Records included in the Acquired Assets for periods prior to the Closing, Buyer shall notify Sellers thirty days in advance of any such proposed destruction of its intent to destroy such Records, and Buyer shall permit Sellers to retain such Records, at Sellers’ cost and expense. With respect to any Litigation and claims that are Excluded Liabilities, Buyer shall render all reasonable assistance that Sellers and the Trustee may request in defending or prosecuting such Litigation or claim and shall make available to Sellers and the Trustee such personnel as are most knowledgeable about the matter in question, all without charge.
Availability of Business Records. During reasonable business hours IMPCO and MIL/XXXXX will have the right to inspect, and make copies of any and all of the JVC ‘s business records, including but not limited to financial records, books, accounts and reports. In exercising such right IMPCO and MIL/XXXXX will be reasonable.
Availability of Business Records. From and after the Closing, Buyer shall (i) reasonably promptly provide to Sellers and their respective Representatives (after reasonable notice and during normal business hours) access to records included in the Purchased Assets for periods prior to the Closing to the extent such access is necessary in order for Sellers (as applicable) to comply with this Agreement, the Ancillary Agreements, and the transactions contemplated hereby and thereby, applicable law or any Contract to which it is a party, for liquidation, winding up, Tax reporting or other proper purposes (as determined by the applicable Seller in good faith) and so long as such access is subject to an obligation of confidentiality acceptable to the Buyer, and (ii) shall preserve such records until the latest of (A) seven years after the Closing Date, (B) the required retention period for all government contact information, records or documents or (C) the conclusion of all bankruptcy proceedings relating to the Bankruptcy Cases. Such reasonable access shall include reasonable access to information in electronic form to the extent reasonably available. Xxxxx acknowledges that Sellers have the right to retain originals or copies of all records included in the Purchased Assets for periods prior to the Closing. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Agreement shall require Buyer to disclose or make available to Seller any information subject to the attorney-client, attorney work product, consulting-only expert, or similar privilege.
Availability of Business Records. Buyer acknowledges that Seller has the right to retain originals or copies of all of Records included in the Purchased Assets for periods prior to the Closing. Prior to destroying any Records included in the Purchased Assets for periods prior to the Closing, Buyer shall notify Seller thirty (30) days in advance of any such proposed destruction of its intent to destroy such Records, and Buyer shall permit Seller to retain such Records, at Seller’s cost and expense. With respect to any Litigation and claims that are Excluded Liabilities, Buyer shall render all reasonable assistance that Seller may request in defending or prosecuting such Litigation or claim and shall make available to Seller such personnel as are most knowledgeable about the matter in question, all without charge.
Availability of Business Records. After the Closing Date, Buyer shall provide to Seller and Related Persons (after reasonable notice and during normal business hours and without charge to Seller) access to Business Records for periods prior to the Closing and shall preserve such Business Records until the later of (a) five (5) years after the Closing Date, (b) ten
Availability of Business Records. After the Closing Date, Buyer shall provide to Sellers and their representatives (after reasonable notice and during normal business hours and without charge to Sellers) such access to all Business Records for periods prior to the Closing and shall preserve such Business Records until the earlier of (a) six years after the Closing Date or (b) the required retention period for all Government contract information, records or documents as indicated in Buyer’s record retention policy, but not less than two years. Such access shall include access to any computerized information systems that contain data regarding the Acquired Assets, to the extent such information may be accessed without adverse impact to Buyer and consistent with all privacy and confidentiality restrictions under applicable Law. In addition, Buyer acknowledges that Sellers have the right to retain originals or copies of Business Records for periods prior to the Closing. To the extent that any Business Records are not delivered to Buyers at Closing, Sellers will preserve such records and give Buyer access to the same in accordance with the requirements in this Section 7.4 applicable to Buyer. In addition, upon the written request of Buyer given following Closing, Sellers will promptly deliver to Buyer any Business Records that were not delivered to Buyer at Closing.
