Common use of Books and Records; Access Clause in Contracts

Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. The Company shall, and shall cause its Subsidiaries to, (a) permit the Stockholder and its designated representatives (or other designees), at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary and (b) provide the Stockholder all information of a type, at such times and in such manner as is consistent with the Company’s past practice or that is otherwise reasonably requested by the Stockholder from time to time (all such information so furnished pursuant to this Section 3.1, the “Information”). Subject to Section 3.4, the Stockholder (and any party receiving Information from the Stockholder) who shall receive Information shall maintain the confidentiality of such Information. Notwithstanding the foregoing, the Company shall not be required to disclose any privileged Information of the Company so long as the Company has used commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Stockholder without the loss of any such privilege.

Appears in 5 contracts

Samples: Stockholders Agreement (Repay Holdings Corp), Stockholders Agreement (Thunder Bridge Acquisition LTD), Stockholders Agreement (Thunder Bridge Acquisition LTD)

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Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. The Company shall, and shall cause its Subsidiaries to, (a) permit the Stockholder Stockholders and its their respective designated representatives (or other designees), at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary and (b) provide the Stockholder Stockholders all information of a type, at such times and in such manner as is consistent with the Company’s past practice or that is otherwise reasonably requested by the such Stockholder from time to time (all such information so furnished pursuant to this Section 3.1, the “Information”). Subject to Section 3.4, the any Stockholder (and any party receiving Information from the a Stockholder) who shall receive Information shall maintain the confidentiality of such Information. Notwithstanding the foregoing, the Company shall not be required to disclose any privileged Information of the Company so long as the Company has used commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Stockholder Stockholders without the loss of any such privilege.

Appears in 5 contracts

Samples: Founder Stockholders Agreement (Repay Holdings Corp), Founder Stockholders Agreement, Founder Stockholders Agreement (Thunder Bridge Acquisition LTD)

Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. The Company shall, and shall cause its Subsidiaries to, (a) permit the Stockholder Entities and its their respective designated representatives (or other designees), at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary and (b) provide the Stockholder Entities all information of a type, at such times and in such manner as is consistent with the Company’s past practice or that is otherwise reasonably requested by the such Stockholder Entities from time to time (all such information so furnished pursuant to this Section 3.1, the “Information”). Subject to Section 3.43.5, the any Stockholder Entity (and any party receiving Information from the Stockholdera Stockholder Entity) who shall receive Information shall maintain the confidentiality of such Information. Notwithstanding the foregoing, that the Company shall not be required to disclose any privileged Information of the Company so long as the Company has used commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Stockholder Entities without the loss of any such privilege.

Appears in 3 contracts

Samples: Stockholders Agreement (Apria, Inc.), Stockholders Agreement (Apria, Inc.), Stockholders Agreement (Alight Inc. / DE)

Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. The Company shall, and shall cause its Subsidiaries to, (a) permit the Principal Stockholder Entities and its their respective designated representatives (or other designees), at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary and (b) provide the Principal Stockholder Entities all information of a type, at such times and in such manner as is consistent with the Company’s past practice or that is otherwise reasonably requested by the such Principal Stockholder Entities from time to time (all such information so furnished pursuant to this Section 3.1, the “Information”). Subject to Section 3.4, the any Principal Stockholder Entity (and any party receiving Information from the Stockholdera Principal Stockholder Entity) who shall receive Information shall maintain the confidentiality of such Information. Notwithstanding the foregoing, that the Company shall not be required to disclose any privileged Information of the Company so long as the Company has used commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Principal Stockholder Entities without the loss of any such privilege.

Appears in 3 contracts

Samples: Stockholders Agreement (Bumble Inc.), Stockholders Agreement (Bumble Inc.), Stockholders Agreement (Bumble Inc.)

Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. The Company shall, and shall cause its Subsidiaries to, (a) permit the Stockholder Investors and its their respective designated representatives (or other designees), at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary and Subsidiary, (b) host regular conference calls for the Investors with senior officers of the Company upon request and (c) provide the Stockholder each Investor, at its request, all information of a type, at such times and in such manner as is consistent with the Company’s past practice or that is otherwise reasonably requested by the Stockholder such Investors from time to time (all such information so furnished pursuant to this Section 3.1, the “Information”). Subject to Section 3.4, the Stockholder any Investor (and any party receiving Information from the Stockholderan Investor) who shall receive Information shall maintain the confidentiality of such Information. Notwithstanding the foregoing, that the Company shall not be required to disclose any privileged or Confidential Information of the Company so long as the Company has used commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Stockholder Investors without the loss of any such privilegeprivilege or otherwise as provided for in a confidentiality agreement between the parties.

Appears in 3 contracts

Samples: Investor Rights Agreement (Blackstone Holdings III L.P.), Investor Rights Agreement (Alight Group, Inc.), Investor Rights Agreement (Abu Dhabi Investment Authority)

Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. The Company shall, and shall cause its Subsidiaries to, (a) permit the Stockholder Corsair Entities and its their respective designated representatives (or other designees), at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary and (b) provide the Stockholder Corsair Entities all information of a type, at such times and in such manner as is consistent with the Company’s past practice or that is otherwise reasonably requested by the Stockholder such Corsair Entities from time to time (all such information so furnished pursuant to this Section 3.1, the “Information”). Subject to Section 3.43.5, the Stockholder any Corsair Entity (and any party receiving Information from the Stockholdera Corsair Entity) who shall receive Information shall maintain the confidentiality of such Information. Notwithstanding the foregoing, the Company shall not be required to disclose any privileged Information of the Company so long as the Company has used commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Stockholder Corsair Entities without the loss of any such privilege.

Appears in 2 contracts

Samples: Company Sponsor Stockholders Agreement (Repay Holdings Corp), Company Sponsor Stockholders Agreement (Thunder Bridge Acquisition LTD)

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Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. The Company shall, and shall cause its Subsidiaries to, (a) permit the Stockholder Entities and its their respective designated representatives (or other designees)representatives, at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries and upon reasonable request, to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary and (b) provide the Stockholder Entities all information of a type, at such times and in such manner as is consistent with the Company’s or Tradeweb OpCo’s past practice of providing information to its stockholders or members, as applicable, or that is otherwise reasonably requested by the such Stockholder Entities from time to time (all such information so furnished pursuant to this Section 3.1, the “Information”). Subject to Section 3.4, the Any Stockholder Entity (and any party receiving Information from the Stockholdera Stockholder Entity) who shall receive Information shall maintain the confidentiality of such InformationInformation in accordance with Section 3.3. Notwithstanding the foregoing, the Company shall not be required to disclose any privileged Information where disclosure of such Information would constitute a waiver or otherwise result in the Company loss of privilege so long as the Company has used commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information Information to the Stockholder Entities without the waiver or loss of any such privilege.

Appears in 2 contracts

Samples: Stockholders Agreement (Tradeweb Markets Inc.), Stockholders Agreement (Tradeweb Markets Inc.)

Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. The Company shall, and shall cause its Subsidiaries to, (a) permit the Stockholder Entities and its their respective designated representatives (or other designees), at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary and (b) provide the Stockholder Entities all information of a type, at such times and in such manner as is consistent with the Company’s past practice or that is otherwise reasonably requested by the such Stockholder Entities from time to time (all such information so furnished pursuant to this Section 3.15.1, the “Information”). Subject to Section 3.45.5, the any Stockholder Entity (and any party receiving Information from the Stockholdera Stockholder Entity) who shall receive Information shall maintain the confidentiality of such Information. Notwithstanding the foregoing, that the Company shall not be required to disclose any privileged Information of the Company so long as the Company has used commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Stockholder Entities without the loss of any such privilege.

Appears in 2 contracts

Samples: Stockholders Agreement (TaskUs, Inc.), Stockholders Agreement (TaskUs, Inc.)

Books and Records; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. The Company shall, and shall cause its Subsidiaries to, (a) permit the Stockholder Principal Stockholders and its their respective designated representatives (or other designees), at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary and (b) provide the Stockholder Principal Stockholders all information of a type, at such times and in such manner as is consistent with the Company’s past practice or that is otherwise reasonably requested by the Stockholder such Principal Stockholders from time to time (all such information so furnished pursuant to this Section 3.1, the “Information”). Subject to Section 3.4, the any Principal Stockholder (and any party receiving Information from the a Principal Stockholder) who shall receive Information shall maintain the confidentiality of such Information. Notwithstanding the foregoing, that the Company shall not be required to disclose any privileged Information of the Company so long as the Company has used commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Stockholder Principal Stockholders without the loss of any such privilege.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Replay Acquisition Corp.)

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