Continuing Access. After Closing, the Seller shall execute and deliver to the Purchaser any additional documents and instruments which Purchaser may reasonably determine are necessary to further assure to the Purchaser the consummation of the purchase and sale contemplated herein, without additional expense to the Seller. From and after Closing each party shall afford to the other reasonable access to any information in its possession concerning the operations of the Property (including the right to copy the same at the expense of the party desiring the copy) for purposes of any tax examination or audit or other similar purpose.
Continuing Access. After the Closing, the Purchaser shall give (and shall cause its Affiliates to give) the Selling Parties and their Representatives reasonable access during normal business hours to (and shall, and shall cause its Affiliates to, allow the Selling Parties and their Representatives to make copies of) any books and records and information relating to the Company for any reasonable purpose, including as may be necessary for: (a) preparation of tax returns and financial statements which are the responsibility of any of the Selling Parties; (b) management and handling of any Tax audits and Tax disputes; or (c) complying with any audit request, subpoena or other investigative demand by any Governmental Body or for any civil litigation, in addition to any rights that the Selling Parties may have pursuant to the Shareholder Agreement. This Section 5.5 shall survive the Closing and shall continue in full force and effect, and the Purchaser and the Company shall maintain all such books and records in the same or a similar accessible format and medium as currently existing, until the later to occur of: (i) seven years after the Closing Date; and (ii) the expiration of all applicable statute of limitations periods.
Continuing Access. During the period of time from and after the Closing Date through the resolution of any adjustment to the Purchase Price contemplated by this Section 1.4, or, if sooner, the appointment by the Parties of an Accounting Firm pursuant to Section 1.4.3, each Party shall afford to the other Party and such other Party's independent auditors or financial advisors retained by such Party in connection with any adjustment contemplated by Section 1.4, on-site access at all reasonable times upon reasonable telephonic notice to such Party's personnel, advisors, properties, books, contracts, records, schedules, analyses and such Party's working papers as such items reasonably relate to the preparation of the Statement of Working Capital and the Notice of Disagreement.
Continuing Access. 11 5.6 Advertising............................................................................................11 5.7 Fiduciary Capacity of TPA..............................................................................11 5.8
Continuing Access. Each Customer owns its relevant Customer Data and Books and Records; provided, however, TPA shall retain the right to continuing access to such Customer Data and Books and Records sufficient to permit TPA to fulfill all of its contractual obligations to such Customer and all applicable Policyholders under this Agreement. The relevant insurance commissioner or governmental officer of any Governmental Entity with jurisdiction over any Customer or TPA shall be entitled to collect proper charges from such Customer incurred in examination of Books and Records maintained under this Agreement in accordance with, and to the extent permitted under, Applicable Law.
Continuing Access. During the Interim Period, YC shall be entitled to continue to access the Properties and the Information and the Vendor shall continue to make available to YC and its professional advisors all information relating to the Properties and the Information, as well as access to the Vendor’s professional advisors. In addition, the Vendor undertakes to use its commercially reasonable efforts to obtain the 2D and 3D seismic data in respect of the Properties from the applicable third parties, and to provide such information to YC immediately upon receipt thereof. For greater certainty, and without limitation, the continuing access and Vendor’s undertaking to obtain the 2D and 3D seismic data shall not give rise to any rights of termination in and to YC on the basis of a “due diligence out”.
Continuing Access. Interplay covenants and agrees that it will, for a period of at least three years after the Closing, maintain all Tax and financial Records pertaining to the Company and its business, assets and properties prior to the Closing that must be included within the Records of Interplay by virtue of the Company having been a subsidiary of Interplay and/or a member of a reporting group that includes Interplay. After the Closing, Interplay will provide the Company and Buyer and their respective representatives, during normal business hours and upon reasonable notice, with access to such Records and permit such Persons to make and keep electronic or hard copies thereof. If, at any time, Interplay proposes to dispose of any such Records, Interplay will first offer to Buyer to deliver the same to Buyer at Buyer's expense.
Continuing Access. Between the date of this Agreement and the Closing Date, the Sellers, RWD Canada and RWD Colombia shall afford to the Representatives of the Buyers, upon reasonable notice, free and full access during reasonable business hours to the properties, books and records of the Sellers, RWD Canada and RWD Colombia and the right to consult with the Representatives of the Sellers, RWD Canada and RWD Colombia in order that the Buyers may have full opportunity to make such investigations as it shall deem necessary of the operations, properties, business and financial condition of the Sellers, RWD Canada and RWD Colombia.
Continuing Access. Customer owns the Data and Books and Records and shall at all times have access to the Data and Books and Records; however, Liberty shall retain the right to continuing access to such Data and Books and Records of Customer sufficient to permit Liberty to fulfill all of its contractual obligations to Customer, Contract insureds and Contract claimants pursuant to this Agreement. The relevant insurance commissioner or governmental officer shall be entitled to collect proper charges from Customer incurred in examination of Customers Books and Records maintained under this Agreement in accordance with, and to the extent permitted (if any) under, applicable law.
Continuing Access. For a period of seven years following the Closing, Buyer shall cause the Company and each of its Subsidiaries to give Sellers’ Representative and its representatives reasonable access during normal business hours to (and allow Sellers’ Representative and its representatives to make copies of) any books and records and information relating to the Company for any reasonable purpose, including as may be necessary for: (a) preparation and review of Tax Returns which are the responsibility of Sellers or that pertain to Indemnified Taxes; (b) management and handling of any Tax audits and Tax disputes; (c) complying with any audit request, subpoena or other investigative demand by any Governmental Authority or (d) disputes regarding the performance of this Agreement including indemnification claims hereunder, but, in each case, excluding where (i) such books and records are created by the Company after the Closing or by Buyer and are related to or subject to a dispute between the Parties (except as otherwise provided in Section 2.04(c) or Tax filings made by the Company) or (ii) attorney-client privilege would be or would reasonably be expected to be impaired by such disclosure. The Persons provided such access shall treat any non-public information as confidential and shall not disclose such information to any third party (except as otherwise provided in Section 2.04(c) and Sections 11.01(a)(i) and 11.01(a)(ii)). The activities of Sellers’ Representative and its representatives pursuant to this Section 4.09 shall be conducted in such a manner so as not to interfere unreasonably with the operation of the business of Buyer or the Company and its Subsidiaries and in no event will Buyer or the Company be required to furnish any documents or information that Buyer or the Company is required by order or Applicable Law to keep confidential, or that would jeopardize the status of such document or information as privileged. Buyer and the Company shall maintain all books and records of the Company and its Subsidiaries in their possession with respect to Tax matters relating to any Pre-Closing Tax Period of the Company and any of its Subsidiaries in the same or a substantially similar form as currently existing, until the date that is seven years after the Closing Date.
