Business Books and Records. The Business Books and Records of Seller Group as they relate directly and solely to the Business, all of which will be made available to Buyer by the Disclosure Schedule Delivery Date, will be complete and correct in all material respects and represent actual, bona fide and arm's length transactions relating to the Business, and have been maintained in accordance with sound business practices of the Business.
Business Books and Records. The Business Books and Records: (i) are true, complete and correct in all material respects, (ii) have been maintained in all material respects in accordance with sound business practices and applicable law, (iii) accurately present and reflect in all material respects, all of the Business and all transactions and actions related thereto and (iv) to the Knowledge of the Company or the Seller, have been prepared using processes and procedures for which there are no material weaknesses or significant deficiencies in internal controls over financial reporting that adversely affect the ability of the Seller and its Affiliates (including the Company) to accurately present and reflect in all material respects all of the Business and other transactions and actions related thereto.
Business Books and Records. All books, files, papers, agreements, correspondence, databases, documents, records and documentation of the Selling Persons, and all customer lists and details and material data, in each case, used or held for use exclusively in, or relating exclusively to, the Business or the Transferred Assets, on whatever medium (including paper and electronic media), to the extent within the possession or control of Seller or any Subsidiary (the foregoing records and documents, collectively the “Business Books and Records”);
Business Books and Records. Within 90 days following the Closing Date, Seller will transfer to Purchaser the Business Books and Records (including copies of those that are described in Section 2.2.6(ii)) that are (a) located at the Seller’s facility in Cambridge, Massachusetts, (b) reasonably identifiable and reasonably separable from other books and records of Seller and the Retained Subsidiaries and (c) reasonably relevant to the current operation of the Business. Seller may transfer copies or originals at its election. After such 90 day period, upon the reasonable request of Purchaser, Seller will, and will cause it Subsidiaries to, use commercially reasonable efforts to, at Purchaser’s expense, locate and transfer to Purchaser (i) original versions of any Business Books and Records provided to Purchaser as copies and not described in Section 2.2.6 and (ii) other Business Books and Records reasonably requested by Purchaser. This Section 7.5 constitutes the only obligation of the Seller and its Retained Subsidiaries with respect to the delivery of Business Books and Records to the Purchaser or any of its Affiliates hereunder. The costs and expenses relating to Seller’s provision of the Business Books and Records shall be the sole responsibility of Purchaser.
Business Books and Records. All Books and Records used or held for use in the conduct of the Business or otherwise relating to the Assets, other than the minute books, stock transfer books and corporate seal of Seller (the “Business Books and Records”); and
Business Books and Records. Cendant agrees to deliver, or cause to be delivered, to Newco, the Business Books and Records (as hereinafter defined) at the Closing.
Business Books and Records. The Business Books and Records: (a) are true, complete and correct in all material respects, (b) have been maintained in all material respects in accordance with sound business practices and applicable law, (c) accurately present and reflect in all material respects, all of the transactions and actions described therein and (d) to the Knowledge of the Sole Member, have been prepared using processes and procedures for which there are no material weaknesses or significant deficiencies in internal controls over financial reporting that adversely affect the ability of the Sole Member and its Affiliates (including the Company) to accurately present and reflect in all material respects all of the business of the Company and other transactions and actions related thereto.
Business Books and Records. (a) In order to facilitate the resolution of any claims made against or incurred by Seller, or pursued by Seller against any other Person, prior to the Closing, or for any other reasonable purpose, for a period of seven years after the Closing, Buyer shall:
Business Books and Records. The Company shall deliver to the Purchaser the Business Books and Records (originals to the extent available) provided that the Company may, at its sole expense, make and retain copies thereof for general corporate purposes and for purposes of preparing tax returns and other filings required to be made by the Company.
Business Books and Records. To the extent permitted by Applicable Law, Seller shall use its commercially reasonable efforts to provide Buyer with all of the Business Books and Records; provided, however, that Seller shall only be required to provide Buyer with copies of the Business Books and Records in the event that Applicable Law prohibits Seller from transferring original documents thereof. Seller shall cooperate with Buyer and use its commercially reasonable efforts to provide Buyer with any Business Books and Records reasonably requested by Buyer after Closing. The failure of Seller to provide to Buyer any Business Books and Records transferred hereunder shall not constitute a violation of this Agreement so long as Seller uses its commercially reasonable efforts to provide such Business Books and Records upon Buyer’s reasonable request.
