Maintenance and Transfer of Books and Records Sample Clauses

Maintenance and Transfer of Books and Records. (a) Through the Closing Date, Seller shall, and shall cause its Affiliates to, maintain the Books and Records in all material respects in the same manner and with the same care that the Books and Records have been maintained for the 12-month period prior to the execution of this Agreement. Books and Records of the type identified in Section 5.05(a) of the Seller Disclosure Schedule, including, for the avoidance of doubt, Books and Records that (i) are necessary for Seller to provide services under the Transition Services Agreement (to the extent that such Books and Records cannot reasonably be duplicated and a copy retained by Seller or its applicable Affiliate(s)); or (ii) are not permitted to be disclosed or transferred under applicable Law (such Books and Records, the “Retained Books and Records”), shall not be transferred at the Closing but will instead be made available by Seller to Purchaser, at Seller’s expense, from and after the Closing in accordance with the guidelines set forth in Section 5.05(a) of the Seller Disclosure Schedule. Notwithstanding anything to the contrary in this Agreement, Seller and its Affiliates shall not be required to transfer the Retained Books and Records at the Closing or on the Closing Date, and Seller and its Affiliates shall be entitled to retain copies of any Books and Records transferred to Purchaser at the Closing or on the Closing Date. Seller shall, and shall cause its Affiliates to, provide Purchaser and its Representatives reasonable access to such Retained Books and Records, and once any Retained Books and Records are no longer necessary for the provision of services under the Transition Services Agreement or are permitted to be transferred, as applicable, Seller shall cause such Retained Books and Records to be delivered to Purchaser (or a Person designated by Purchaser) or, at Purchaser’s option, to be destroyed.
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Maintenance and Transfer of Books and Records. From the date hereof through the Closing Date, the Ceding Company shall, and shall cause its Affiliates to, maintain the Books and Records in all material respects in the same manner and with the same care that the Books and Records have been maintained for the twelve (12) month period prior to the execution of this Agreement. Promptly following the Closing Date, the Ceding Company will cause originals or copies, as the parties may mutually agree, of certain Books and Records to be transferred to the Reinsurer or its Affiliates as set forth in Section 5.6 of the Ceding Company Disclosure Schedule. Notwithstanding any other provision of this Agreement to the contrary, the Ceding Company shall not be obligated to transfer any Books and Records if the Ceding Company determines, in its reasonable judgment, that doing so would violate any contract, agreement or obligation of confidentiality owing to a third-party, jeopardize the protection of an attorney-client or other legal privilege or expose the Ceding Company to liability or disclosure of sensitive or personal information. The Ceding Company and the Reinsurer will work in good faith to develop protocols for providing access to such Books and Records in such circumstances and, if applicable, to protect such legal privilege to the greatest extent possible while providing reporting and substantiation for the reinsurance provided pursuant to the Reinsurance Agreement. Notwithstanding the foregoing, the Parties acknowledge and agree that they may share a common interest with respect to certain Books and Records and that, accordingly, to the extent they share such common interest, the Parties will cooperate to transfer to the Reinsurer such Books and Records where such transfer would, if not for such common interest, jeopardize attorney-client privilege. Further, the Parties acknowledge and agree that the disclosure of claims-related information to the Reinsurer in the ordinary course of a reinsurer-insured relationship shall not, absent legal advice to the contrary, be deemed to jeopardize the protection of any attorney-client privilege or expose the Ceding Company to liability for disclosure of sensitive or personal information for purposes of this Section 5.6.
Sample 1

Related to Maintenance and Transfer of Books and Records

  • Retention of Books and Records The Manager shall cause all such books and records to be maintained and retained until the date that is the later of ten (10) years after the Closing Date and three (3) years after the date on which the Final Distribution is made. All such books and records shall be available during such period for inspection by the Initial Member, the FDIC or any of their respective representatives (including any Governmental Authority) and agents at the Company’s chief executive office referred to in Section 2.4 at all reasonable times during business hours on any Business Day (or, in the case of any such inspection after the term hereof, at such other location as is provided by notice to the Initial Member and the FDIC), in each instance upon two (2) Business Days’ prior notice to the Manager. Upon request by Initial Member or the FDIC, the Manager shall promptly send copies (the number of copies of which shall be reasonable) of such books and records to such requesting Person or its designee. The Manager shall provide the Initial Member and the FDIC with reasonable advance notice of the Manager’s intention to destroy or dispose of any documents or files relating to the Loans and, upon the request of the Initial Member or the FDIC, shall allow such requesting Person to recover the same (or copies thereof) from the Company and in the case both the Initial Member and the FDIC so request the same, the FDIC shall have the right to recover such documents or files, but the Initial Member shall have the right to make copies of such applicable documents or files so long as such copies are made while such documents files remain with the Manager or the Company (and prior to recovery of the same by the FDIC). The Manager shall also maintain complete and accurate records reflecting the status of taxes, ground leases or other recurring charges which could become a Lien on any Underlying Collateral. Any expense incurred by Initial Member or the FDIC and any reasonable out-of-pocket expense incurred by the Company in connection with the exercise by Initial Member or the FDIC of its respective rights in this Section 7.2(b) to recover or make (or otherwise receive) copies of books, records, documents or files shall be borne by such Person so exercising such rights; provided, however, that any expense incident to the exercise of such rights pursuant to this Section 7.2(b) as a result of or during the continuance of an Event of Default shall in all cases be borne by the Private Owner (except to the extent such Event of Default is attributable exclusively to a Manager having been appointed by the Initial Member following removal of the Private Owner in such applicable capacity, or to any applicable Servicer (and its Subservicers) having been engaged by the Initial Member, the Company or the applicable replacement Manager following such removal of the Private Owner as Manager, in each case that is not an Affiliate of the Private Owner).

  • Location of Books and Records The location where Seller keeps its books and records, including all computer tapes and records relating to the Purchased Mortgage Loans and the related Repurchase Assets is its chief executive office.

  • Inspection of Books and Records Contractor will permit County, or any duly authorized agent of County, to inspect and examine the books and records of Contractor for the purpose of verifying the amount of work performed under the Scope of Services. County’s right to inspect survives the termination of this Agreement for a period of four years.

  • Maintenance of Books and Records Ultimus shall maintain and keep current the accounts, books, records and other documents relating to the Trust’s financial and portfolio transactions as may be required by the rules and regulations of the Securities and Exchange Commission (the “SEC”) adopted under Section 31(a) of the 1940 Act. Ultimus shall cause the subject records of the Trust to be maintained and preserved pursuant to the requirements of the 1940 Act.

  • Preservation of Books and Records For a period of six (6) years from the Closing Date or such longer time as may be required by Law:

  • Maintenance of Books and Records; Inspection The Company shall maintain its books, accounts and records in accordance with generally accepted accounting principles consistently applied, and permit the Secured Party, its officers and employees and any professionals designated by the Secured Party in writing, at any time to visit and inspect any of its properties (including but not limited to the collateral security described in the Transaction Documents and/or the Loan Instruments), corporate books and financial records, and to discuss its accounts, affairs and finances with any employee, officer or director thereof.

  • Access to Books and Records Subject to Section 8.07, from the date hereof until the Closing Date, the Company shall provide the Purchaser and its authorized representatives (the “Purchaser’s Representatives”) and the Debt Financing Source Related Parties with reasonable access during normal business hours and upon reasonable notice to the offices, properties, senior personnel, books and records of the Company and its Subsidiaries in order for the Purchaser to have the opportunity to make such investigation as it shall reasonably desire of the affairs of the Company and its Subsidiaries; provided that, notwithstanding the foregoing, (a) such access does not unreasonably interfere with the normal operations of the Company or its Subsidiaries, (b) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement, and (c) nothing herein shall require the Company to provide access to, or to disclose any information to, the Purchaser or any of the Purchaser’s Representatives if such access or disclosure would reasonably be expected to (i) cause significant competitive harm to the Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (ii) waive any legal privilege, or (iii) be in violation of applicable Law (including the HSR Act and other antitrust Laws). The Purchaser acknowledges that the Purchaser is and remains bound by that certain Confidentiality Agreement, dated as of April 21, 2015 (as amended from time to time, the “Confidentiality Agreement”), by and between Purchaser and GTCR LLC (“GTCR”). The information provided pursuant to this Section 7.02 will be used solely for the purpose of effecting the transactions contemplated by this Agreement, and will be governed by all the terms and conditions of the Confidentiality Agreement.

  • Surrender of Books and Records Employee shall on the termination of his employment in any manner immediately surrender to the Company all lists, books, and records and other documents incident to the business of the Company and its Affiliates, and all other property belonging to any of them, it being understood that all such lists, books, records and other documents are the property of the Company and its Affiliates.

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