Records of the Business Sample Clauses

Records of the Business. For a period of two years following the Closing Date or for such longer period as the statute of limitations applicable to claims for Taxes relating to the Business for any period through the Closing Date shall be extended (through voluntary extension or otherwise), Buyer shall grant to Seller and its representatives, at Seller's request, access to and the right to make copies of those records and documents which report the conduct of the Business prior to the Closing Date or the results thereof as may be necessary in connection with Seller's affairs or the Business. If Seller notifies Buyer that Seller requires retention of such records beyond two years, Seller shall have the right to take such records or pay Buyer's customary storage charges for such post two year period.
Sample 1Sample 2Sample 3See All (7)
AutoNDA by SimpleDocs
Records of the Business. The books of account and other financial records of Company are complete and correct, are maintained in accordance with usual business practices and comply with all Requirements of Law. Such books and records reflect only valid transactions and all valid transactions required to be reflected on such books and records are reflected upon such books and records.
Sample 1Sample 2Sample 3See All (5)
Records of the Business. For a period of four years following the Closing Date or for such longer period as the statute of limitations applicable to claims for Taxes relating to the Business for any period through the Closing Date shall be extended (through voluntary extension or otherwise), Buyer shall grant to Seller and its representatives, at Seller's request, reasonable access to and the right to make copies of those records and documents which report the conduct of the Business or the results thereof as may be necessary in connection with Seller's affairs or the Business, at Buyer's customary fees therefor. If Seller notifies Buyer that Seller requires retention of such records beyond four years, Seller shall have the right to take such records or pay Buyer's customary storage charges for such post-four-year period. Seller shall, for at least two years after the Closing Date, retain copies of all records of the Business retained by Seller, and shall grant access thereto to Buyer upon reasonable request.
Sample 1
Records of the Business. Sellers agrees (i) to hold all of the books and records reasonably related to the Subject Contracts existing on the Closing Date but not in the possession of Buyer as of the Closing or included among the Subject Contracts and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date, and if Buyer wants documents retained thereafter, it shall give written notice to HyperFeed within six (6) months prior to the seventh anniversary informing HyperFeed of the books and records it wants retained and the period of retention and, in such case, HyperFeed, may, at its option, continue to retain such books and records or surrender them to Buyer at the locations where they are then located, and (ii) following the Closing Date, (a) to afford Buyer, its accountants and counsel reasonable access to the books, records, properties and employees of HyperFeed to the extent that such access may be requested for any legitimate purpose at no cost to Buyer (other than for reasonable out-of-pocket expenses); provided, however, that such access shall be at reasonable times and upon reasonable notice and shall not unreasonably disrupt the personnel and operations of HyperFeed; or (b) to turn over to Buyer possession of such books and records as Buyer shall reasonably request within thirty (30) days of such request, provided, further, that nothing herein shall limit any rights of discovery of Buyer.
Sample 1
Records of the Business. For a period of twelve (12) months following the Closing Date, Buyer shall retain, and shall grant to Seller and its Representatives, at Seller's request, reasonable access to and the right
Sample 1
Records of the Business. Except as otherwise provided herein, for a period of six (6) years following the Closing Date, Buyer shall retain, and shall grant to Seller and its representatives, at Seller’s request, reasonable access to and the right to make copies of, those records and documents which report the conduct of the Business or the results thereof as may be necessary in connection with Seller’s affairs or the Business, at Buyer’s customary fees therefor. If Seller notifies Buyer that Seller requires retention of such records beyond six (6) years, Seller shall have the right to take such records or pay Buyer’s customary storage charges for such post-six-year period. Seller shall, for at least six (6) years after the Closing Date, retain copies of all records of the Business retained by Seller, and shall grant reasonable access thereto to Buyer upon reasonable request. The time periods described above in this Section 9.1 shall be seven (7) years with respect to Tax records and documents.
Sample 1
Records of the Business. All records of the Business except for records transferred to or maintained at the corporate level of Seller (the “Records of the Business”) that are not already owned by the Company prior to Closing shall be transferred to the Company as part of the CNA Transferred Assets, to the extent permitted by applicable Legal Requirements, and shall, as the interest of the Company and Seller may appear, remain the property of the Company. Records of the Business shall include, without limitation, all client account records. Seller shall not move, alter or destroy any Records of the Business without first providing Purchaser with written notice, and Seller shall not proceed to move, alter or destroy any such records unless Purchaser expressly consents thereto in writing. To the extent that any Records of the Business are in the possession of Seller, Seller shall permit and cooperate with Purchaser’s downloading and purging of such Records of the Business after the Closing, except to the extent that Seller or any of its Affiliates are required to retain ownership thereof under applicable Legal Requirements. The cost of retrieving Records of the Business or copies thereof from Seller after the Closing shall be at Purchaser’s expense.
Sample 1
AutoNDA by SimpleDocs

Related to Records of the Business

  • The Business The parties acknowledge that the Company is engaged in the development, marketing and sale of certain proprietary technologies, processes and related products in the areas of chemical detection, technical processes, and technical/business services, and that the Company may also from time to time become or may intend to become engaged in other business endeavors (individually and collectively, the "BUSINESS"). The Company shall be deemed to intend to become engaged in a business endeavor if it has devoted or expended any significant resources, either financial or human resources, towards the proposed endeavor, either in planning or implementing the undertaking of such planned endeavor.

  • Operation of the Business Between the date of this Agreement and the Closing, Seller shall:

  • MANAGEMENT OF THE BUSINESS Pursuant to Section 00-00-000 of the Act, and as stated in its Articles, the Company’s day to day affairs are managed by the Member. The Member is responsible for the daily operations of the business.

  • Books Records Reports and Bank Accounts 8.1 Maintenance of Books 46 8.2 Financial Statements 46 8.3 Bank Accounts 46 8.4 Fiscal Year 46

  • Business Records Keep, and cause each Subsidiary to keep, adequate records and books of account with respect to its business activities in which proper entries are made in accordance with GAAP reflecting all its financial transactions.

  • Condition of the Business (a) Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that Seller is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller in Article V hereof (as modified by the Seller Schedules as supplemented or amended), and Purchaser acknowledges and agrees that, except for the representations and warranties contained therein, the Purchased Assets and the Business are being transferred on a “where is” and, as to condition, “as is” basis. Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller set forth in Article V hereof (as modified by the Seller Schedules as supplemented or amended). Purchaser further represents that neither Seller nor any of its Affiliates nor any other Person has made any representation or warranty, express or implied, regarding Seller, the Purchased Assets, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information not expressly set forth in this Agreement and neither Purchaser nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that none of Seller, any of its Affiliates or any other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or Purchaser’s use of, any such information, including any confidential memoranda distributed on behalf of Seller relating to the Business or other publications or data room information provided to Purchaser or its representatives, or any other document or information in any form provided to Purchaser or its representatives in connection with the sale of the Business and the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of the Business and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigation.

  • Books, Records and Financial Statements At all times during the continuance of the Company, the Company shall maintain, at its principal place of business, separate books of account for the Company that shall show a true and accurate record of all costs and expenses incurred, all charges made, all credits made and received and all U.S. income derived in connection with the operation of the Company’s business in accordance with generally accepted accounting principles consistently applied, and, to the extent inconsistent therewith, in accordance with this Agreement. Such books of account, together with a copy of this Agreement and the Certificate, shall at all times be maintained at the principal place of business of the Company and shall be open to inspection and examination at reasonable times and upon reasonable notice by each Member and its duly authorized representative for any purpose reasonably related to such Member’s Interest; provided that the Company may maintain the confidentiality of Schedule A.

  • Files and Records A. An employee will have the right to review the contents of files concerning the employee, excluding initial references of the district pertaining to said employee or other items statutorily exempt from disclosure originating after initial employment, and to have a representative of the Association accompany him/her in such a review.

  • Books, Records and Regulatory Filings (a) The Sub-Adviser agrees to maintain and to preserve for the applicable periods any such records as are required to be maintained by the Sub-Adviser with respect to the Fund by the 1940 Act and rules adopted thereunder, and by any other applicable laws, rules and regulations. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and it will promptly surrender any of such records upon request; provided, however, that the Sub-Adviser may retain copies of such records for the applicable periods they are required by law to be retained, and thereafter shall destroy such records.

  • Audits and Records 7.5.1 The Contractor agrees that the representatives of the Office of the City Auditor or other authorized representatives of the City shall have access to, and the right to audit, examine, or reproduce, any and all records of the Contractor related to the performance under this Contract. The Contractor shall retain all such records for a period of three (3) years after final payment on this Contract or until all audit and litigation matters that the City has brought to the attention of the Contractor are resolved, whichever is longer. The Contractor agrees to refund to the City any overpayments disclosed by any such audit.

Time is Money Join Law Insider Premium to draft better contracts faster.