Access by Seller. For the purposes of reviewing the calculation of ---------------- the Post-Closing Adjustment Amount, the Purchaser shall (and shall cause each of the Group Members to), during normal business hours and upon reasonable notice, make available to Seller and its representatives (including, without limitation, counsel and independent auditor) provide access to the offices of the Group Members and Purchaser and to all information, files, documents and records of the Group Members and Purchaser relating to the calculation of the Post-Closing Adjustment Amount.
Access by Seller. After the Closing, Purchaser shall afford Sellers and their counsel, accountants and other representatives reasonable access during regular business hours upon reasonable prior notice to such books and records of Sellers acquired by Purchaser pursuant hereto as may be reasonably necessary in order for Sellers to prepare tax reports and returns required to be filed by them or to respond to inquiries by governmental authorities or for other appropriate reasons. Purchaser shall not dispose of any such books or records of Sellers until it has given reasonable written notice to Sellers of its intention to do so and given Sellers a reasonable opportunity to take possession of such books and records to be disposed of.
Access by Seller. Subject in all respects to the requirements of Section 8.1.7, Buyer shall, and shall cause the Company to, for a period of five (5) years after the Closing Date, during normal business hours and upon reasonable advance notice, provide Seller and its designees and representatives with such access to the books and records of the Company as may be reasonably requested by Seller, which shall be entitled, at its expense, to make extracts and copies of such books and records to the extent that such access may be reasonably required by Seller for (i) the preparation of the financial statements of Seller and all Tax Returns or in connection with any audit, amended Tax Return, claim for refund or any proceeding with respect thereto, and (ii) the investigation, litigation and final disposition of any claims, proceedings or investigations which may have been or may be made by or against Seller in connection with the conduct of the business of the Company prior to the date hereof or the consummation of the transactions contemplated hereby. Buyer agrees that it shall not, during such five (5) year period, destroy or cause or permit to be destroyed any material books or records without first obtaining the consent of Seller (or providing to Seller notice of such intent and a reasonable opportunity to copy such books or records, at Seller’s expense, at least thirty (30) days prior to such destruction).
Access by Seller. The Buyer shall maintain all books and records transferred to the Buyer as part of the Assets for the period time required by law and shall provide the Seller with access to, or copies of, such books and records as the Seller may from time to time reasonably request. Reasonable access during normal business hours to books and records relating to the Assets that are transferred by the Seller to the Buyer shall be given to the Seller as may be reasonably necessary for financial reporting and accounting purposes, the preparation and filing of tax returns or the defense of any tax claim or assessment by the Seller.
Access by Seller. Subject to any limitations, conditions, or requirements set forth herein or elsewhere in this Agreement, upon advance written notice by Seller to Buyer, Buyer shall make the Xxxxxx Creek Mine Operations and the Purchased Assets available to Seller and its representatives from and after the Closing Date insofar as reasonable or necessary for Seller to perform its obligations relating to the Retained Liabilities, including access to perform any testing, inspection, construction, remediation, reclamation or other improvements required as part of the resolution of any Action or Governmental Order; provided that in conducting such activities Seller shall:
Access by Seller. Subsequent to the Closing, Buyer shall preserve and give to Seller reasonable access during normal business hours to all of the books, reports, records, CATV Franchises, CATV Instruments and Contracts from files and records transferred to Buyer at the time of Closing, for the purposes of the preparation of tax returns, the defense of any claims asserted or which may be asserted with respect to which the Seller is the Indemnitor as contemplated by the Agreement, or other proper purposes.
Access by Seller. (a) At any time and from time to time from and after the Closing, and upon reasonable request by Seller, Buyer shall provide full access to Seller and its members and representatives, at no charge and during normal business hours, to the facilities and the books, records, files, papers, data and information relating to the Business, the Assets or the operations of the Business prior to the Closing.
Access by Seller. From and after the Closing, Buyer shall provide Seller access, at Seller's expense and on reasonable notice during normal business hours, to Cleo's records, facilities and personnel, and shall cause such personnel to cooperate with Seller, with respect to any litigation, investigation or government proceeding or the preparation of any tax return, financial statement or governmental report relating to Cleo prior to the Cloxxxx Date.
Access by Seller. Subject to any retention requirements relating to the preservation of Tax records, Seller and Buyer shall, and Buyer shall cause the Company to, for a period of five (5) years after the Closing Date, during normal business hours and upon reasonable advance notice, provide the other party and its designees and representatives with such access to the books and records of or relating to the Company (with respect to the Company, for periods prior to the Closing) may be reasonably requested by Seller or Buyer, who shall be entitled, at its expense, to make extracts and copies of such books and records to the extent that such access may be reasonably required by the other party for any commercially reasonable purpose, including, but not limited to (a) the preparation of the financial statements of Seller and all Tax Returns or in connection with any audit, amended Tax Return, claim for refund or any proceeding with respect thereto, and (b) the investigation, litigation and final disposition of any claims, proceedings or investigations which may have been or may be made by or against Seller in connection with the conduct of the business of the Company prior to the date hereof or the consummation of the transactions contemplated hereby. Each of Seller and Buyer agrees that it shall not, during such five (5) year period, destroy or cause or permit to be destroyed any material books or records without first obtaining the consent of the other party (or providing to the other party notice of such intent and a reasonable opportunity to copy such books or records, at other party’s expense, at least thirty (30) days prior to such destruction).
Access by Seller. GRC shall afford to Seller, WWDI, and to Seller and WWDI's counsel, accountants and other representatives, throughout the period prior to the Closing Date, full access, during normal business hours, to (a) all of the books, contracts and records of GRC, and shall furnish Seller and WWDI, during such period, with all information concerning GRC that Seller or WWDI may reasonably request and (b) the properties of GRC in order to conduct inspections at Seller and WWDI's expense to determine that GRC is operating in material compliance with all applicable federal, state and local and foreign statutes, rules and regulations, and that GRC's assets are substantially in the condition and of the capacities represented and warranted in this Agreement. Any such investigation or inspection by Seller or WWDI shall not be deemed a waiver of, or otherwise limit, the representations, warranties and covenants contained herein. Seller and WWDI shall grant identical access to GRC and its agents.
