Records/Personnel Sample Clauses

Records/Personnel. (a) The Seller may, after the Closing, retain copies of the Records, including Records stored on computer disks or any other storage medium, as the Seller is reasonably likely to need to meet accounting, auditing and Tax requirements or any Legal Requirement. The Buyer shall retain, and shall cause the Company to retain, the Records for a period of at least five (5) years after the Closing. Following the expiration of such five (5) year period, the Buyer and the Company may dispose of such Records; provided that, Buyer or the Company shall notify the Seller of their intent to dispose of such records and, if requested by the Seller, the Buyer shall deliver, and shall cause the Company to deliver, to the Seller, at the Seller’s expense, any of such Records as the Seller may reasonably request. During the period in which the Buyer and the Company maintain such Records, upon reasonable notice and request by the Seller, the Buyer shall permit, and shall cause the Company to permit, during normal business hours, any Representative of the Seller to examine, copy and make extracts from all Records, all without cost, surcharge or expense to the Seller other than reasonable copy charges, as the Seller is reasonably likely to need in connection with any accounting, auditing or Tax requirements or any Legal Requirement or in connection with any claims or Proceedings, including, but not limited to, any financial reporting obligation and in connection with any other such matter as may be reasonably requested by the Seller.
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Records/Personnel. (a) PSI will retain (or cause PPPI to retain) the Records delivered to it by PPPI or its Affiliates or Representatives in accordance with its internal records retention policy and applicable Legal Requirements. Following the Closing and upon reasonable notice and request by any Shareholder and upon execution of a customary confidentiality agreement, PSI, during normal business hours, shall permit any Representative of the Shareholders to examine, copy and make extracts from all Records, all without cost, surcharge or expense to the Shareholders other than reasonable copy charges, to the extent reasonably required in connection with any Tax matters to which such access is reasonably relevant; provided, that neither Shareholder, nor any Representative of such Shareholder, shall be permitted to examine, copy or make extracts from any Records in the event that such Shareholder is involved with a business that is, or could reasonably be expected to be, competitive with PPPI.
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Records/Personnel. (a) The Sellers may, after Closing, retain copies of such of the Records, including such Records stored on computer disks or any other storage medium that are delivered to the Buyer, as the Sellers are reasonably likely to need to meet accounting, auditing and Tax requirements or any Legal Requirement; provided that the Sellers shall keep such Records confidential. The Buyer will retain (or cause the Companies to retain) the Records delivered to it by the Sellers for a period of at least five (5) years after the Closing. During the period in which the Buyer maintains such Records, upon reasonable notice and request by any Seller, the Buyer, during normal business hours, shall permit any Representative of the Sellers to examine, copy and make extracts from all Records, all without cost, surcharge or expense to the Sellers other than reasonable copy charges, as the Sellers reasonably require in connection with any accounting, auditing or Tax requirements or any Legal Requirement or in connection with any claims or Proceedings, including, but not limited to, any financial reporting obligation (except in connection with a dispute between the Seller Representative, the Sellers or any of their Affiliates, on the one hand, and the Buyer and/or any of its Affiliates, on the other hand).
Sample 1
Records/Personnel. For a period of seven years from the Closing Date: (a) The Buyer shall not dispose of or destroy any of the Business Records delivered by the Seller (the "Transferred Records") without first offering to turn over possession thereof to the Seller, at the Seller's cost, by written notice to the Seller at least 30 days prior to the proposed date of such disposition or destruction. (b) The Buyer shall allow the Seller and its agents reasonable access to all Transferred Records in the Buyer's possession and not in the Seller's possession during normal working hours at the principal place of business of the Business or at any location where any Transferred Records are stored, and the Seller shall have the right, at its own expense, to make copies of any such Transferred Records, to the extent necessary for use by the Seller in connection with tax returns or other governmentally mandated filings or disclosures, financial statement preparation, defense of claims relating to Excluded Liabilities or the determination or performance 26 33 of the Seller's obligations under this Agreement. Any such access or copying shall be had or done in such a manner so as not to unduly interfere with the normal conduct of the Buyer's business. If disclosure of any information contained in the Transferred Records is compelled by legal process, and such information is not publicly available and disclosure thereof would adversely affect the Buyer, the Buyer shall have the right to contest the disclosure of such information (which it shall do promptly upon notice and with reasonable diligence or it shall forfeit such right) and shall indemnify the Seller and its affiliates and hold them harmless against any Losses (as defined in Section 15.3) incurred by any of them by reason of the non-disclosure of such information. If disclosure of any such information is not compelled by legal process the Seller may only disclose information to the extent reasonably necessary and shall use its best efforts to limit any such disclosure (such as by obtaining a protective order) and the Buyer shall first have the opportunity to require the Seller not to disclose such information by agreeing in writing, in form and substance reasonably satisfactory to the Seller, to assume any liability occasioning the Seller's request or otherwise to indemnify the Seller and its affiliates and hold them harmless against any Losses incurred by any of them by reason of such nondisclosure. (c) The Buyer shall make reason...
Sample 1

Related to Records/Personnel

  • 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):

  • Review Systems; Personnel It will maintain business process management and/or other systems necessary to ensure that it can perform each Test and, on execution of this Agreement, will load each Test into these systems. The Asset Representations Reviewer will ensure that these systems allow for each Review Receivable and the related Review Materials to be individually tracked and stored as contemplated by this Agreement. The Asset Representations Reviewer will maintain adequate staff that is properly trained to conduct Reviews as required by this Agreement.

  • Access to Personnel and Records Each Party shall authorize its respective auditors to make reasonably available to each other Party’s auditors (each such other Party’s auditors, collectively, the “Other Parties’ Auditors”) both the personnel who performed or are performing the annual audits of such audited Party (each such Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such Audited Party, in all cases within a reasonable time prior to such Audited Party’s auditors’ opinion date, so that the Other Parties’ Auditors are able to perform the procedures they reasonably consider necessary to take responsibility for the work of the Audited Party’s auditors as it relates to their auditors’ report on such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual financial statements. Each Party shall make reasonably available to the Other Parties’ Auditors and management its personnel and Records in a reasonable time prior to the Other Parties’ Auditors’ opinion date and other Parties’ management’s assessment date so that the Other Parties’ Auditors and other Parties’ management are able to perform the procedures they reasonably consider necessary to conduct the Internal Control Audit and Management Assessments.

  • Personnel Provide, without remuneration from or other cost to the Trust, the services of individuals competent to perform the administrative functions which are not performed by employees or other agents engaged by the Trust or by the Adviser acting in some other capacity pursuant to a separate agreement or arrangement with the Trust.

  • Records; Visits The books and records pertaining to the Fund, which are in the possession or under the control of PFPC, shall be the property of the Fund. Such books and records shall be prepared and maintained as required by the 1940 Act and other applicable securities laws, rules and regulations. The Fund and Authorized Persons shall have access to such books and records at all times during PFPC's normal business hours. Upon the reasonable request of the Fund, copies of any such books and records shall be provided by PFPC to the Fund or to an Authorized Person, at the Fund's expense.

  • Records and Reporting 7.01. The Implementing Entity shall provide to the Board, through the Secretariat, the following reports and financial statements:

  • Offices and Records Borrower's place of business, or Borrower's Chief executive office, if Borrower has more than one place of business, is located at 0000 Xxxxxxx Xxxxx, Xxxxxxx, XX 00000. Unless Borrower has designated otherwise in writing this location is also the office or offices where Borrower keeps its records concerning the Collateral.

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