Review of Records of the Business Sample Clauses

Review of Records of the Business. Buyer shall have had the opportunity prior to the Closing Date to review the business records of the Seller relating to the Purchased Assets and to take such other actions as specified in Section 5.1. Buyer shall not have discovered during such review any substantial liabilities relating to the Purchased Assets which were not previously disclosed to Buyer in the this Agreement (including its Exhibits) or otherwise by Seller.
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Review of Records of the Business. Buyer shall have had the opportunity prior to the Closing Date to review the business records of the Business and Buyer shall not have discovered during such review any substantial liabilities relating to the Business that were not previously disclosed to Buyer. Employees. Buyer shall have the right to talk with Seller's employees about the proposed sale of the Assets and its effect upon them at any time before Closing. Buyer shall be under no obligation to hire any of Seller's employees. Closing. The closing of the transactions contemplated by this Agreement ("Closing") shall be held at the offices of Xxxx & Xxxxxxx, a Professional Association, 0000 Xxxxx Xxxxx Center, Minneapolis, MN 55402, within ten (10) days of the date the Seller and/or Xxxxx X. Xxxxxxxxxx provide the Buyer with Voting Agreements for the required number of issued and outstanding voting stock pursuant to Section 12(a) herein or such later date or time or such other place as the parties may mutually agree upon (the "Closing Date"). At the Closing, Seller shall deliver to Buyer a "Xxxx of Sale" for the Property in the form attached to this Agreement as Exhibit H, as well as all other instruments, bills of sale, trademark assignments, satisfactions, certifications, and documents necessary to properly effect the transfer of the Assets in accordance with the terms of this Agreement.
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Review of Records of the Business. The Buyer shall have had the opportunity prior to the Closing to review the business records of the Seller and to take such other actions as specified herein. The Buyer shall have no obligation to close the purchase of the Purchased Assets and the Membership Interests if the Buyer discovers during such review any material deviation (in the Buyer's sole discretion) from the information provided to the Buyer by the Seller or the Owner relating to the Seller, the Business or the Purchased Assets.
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Related to Review of Records of the Business

  • Files and Records All engineering, business and other books, papers, logs, files and records pertaining to the business and operations of the Stations, but not the organizational documents and records described in Section 2.2.7.

  • RECORDS OF PORTFOLIO SHARE TRANSACTIONS; MISCELLANEOUS RECORDS 1. INSURER shall maintain master accounts with the Fund, on behalf of each Portfolio, which accounts shall bear the name of INSURER as the record owner of Portfolio shares on behalf of each Separate Account investing in the Portfolio.

  • 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.

  • Personnel Records Agency will retain all personnel records of employees who work Client’s Referred Accounts a minimum of seven (7) years. This will include but is not limited to training records, applications, background checks, and disciplinary records. Agency will retain all personnel records, including training documents stated below, and will provide to Client upon request.

  • Books and Records; Audits Licensee shall prepare and maintain, in such manner as will allow its accountants to audit same in accordance with generally accepted accounting principles, complete and accurate books of account and records (specifically including without limitation the originals or copies of documents supporting entries in the books of account) in which accurate entries will be made covering all transactions, including advertising expenditures, arising out of or relating to this Agreement. Licensee shall keep separate general ledger accounts for such matters that do not include matters or sales related to this Agreement. Licensor and its duly authorized representatives shall have the right, for the duration of this Agreement and for one (1) year thereafter, during regular business hours and upon seven (7) business days advance notice (unless a shorter period is appropriate in the circumstances), to audit said books of account and records and examine all other documents and material in the possession or under the control of Licensee with respect to the subject matter and the terms of this Agreement, including, without limitation, invoices, credits and shipping documents, and to make copies of any and all of the above. All such books of account, records, documents and materials shall be kept available by Licensee for at least two (2) years after the end of the Annual Period to which they relate. If, as a result of any audit of Licensee's books and records, it is shown that Licensee's payments were less than the amount which should have been paid by an amount equal to *% or more of the payments actually made with respect to sales occurring during the period in question, Licensee shall reimburse Licensor for the cost of such audit and shall make all payments required to be made (along with accrued interest at the rate of *%)) to eliminate any discrepancy revealed by said audit within ten (10) days after Licensor's demand therefore.

  • Inspection of Records Upon reasonable notice to the Administrative Trustees and the Property Trustee, the records of the Trust shall be open to inspection by Securityholders during normal business hours for any purpose reasonably related to such Securityholder's interest as a Securityholder.

  • Examination of Records Each Transferor and the Servicer shall indicate generally in their computer files or other records that the Receivables arising in the Accounts have been conveyed to the Trustee, on behalf of the Trust, pursuant to this Agreement for the benefit of the Certificateholders. Each Transferor and the Servicer shall, prior to the sale or transfer to a third party of any receivable held in its custody, examine its computer records and other records to determine that such receivable is not, and does not include, a Receivable. [END OF ARTICLE VIII]

  • Plans, Keys, Records, Etc To the extent not previously delivered to and in the possession of Buyer, all Contracts, Plans and Specs, all keys for the Hotel (which keys shall be properly tagged for identification), all Records, including, without limitation, all Warranties, Licenses, Leases, FF&E Leases and Service Contracts for the Hotel.

  • Books Records Reports and Bank Accounts 8.1 Maintenance of Books 45 8.2 Reports 46 8.3 Information Rights 46 8.4 Bank Accounts 46 8.5 Fiscal Year 46

  • 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.

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