Continuing Access to Records Sample Clauses

Continuing Access to Records. For a period of not less than four (4) years from Closing (plus any additional time during which any Party has been advised that there is an ongoing tax audit with respect to periods prior to Closing, or such period is otherwise open to assessment), each Party agrees to give the other Party all needed co-operation access and staff assistance and other data retained by it (as may be necessary for the relevant Party for business purposes, including without limitation for the preparation of tax returns and financial statements, the management and handling of tax audits and the transfer of any Intellectual Property Rights to the Buyers and/or the Companies (including the transfer of droits d’auteurs)).
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Continuing Access to Records. (a) For a period of not less than six (6) years from the Closing Date, subject to the Confidentiality Agreement: (i) each of the Parent and the Buyer agrees to give the Seller reasonable cooperation, access, and staff assistance, as reasonably necessary, during normal business hours with respect to books and records and other financial data delivered to the Buyer or the Parent hereunder or in the possession of the Company for periods prior to Closing relating to the Seller's prior ownership of the Company; and (ii) the Seller agrees to give the Buyer reasonable cooperation, access and staff assistance, as needed, during normal business hours with respect to the Seller's books and records and other financial data relating to the Company that are retained by the Seller, as may be reasonably necessary for the Buyer's ownership of the Company.
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Continuing Access to Records. For a period of not less than three (3) years from the Closing Date (plus any additional time during which the Buyer has been advised that (a) there is an ongoing tax audit with respect to periods prior to the Closing Date, or (b) such period is otherwise open to assessment) the Buyer agrees to give TMS or its liquidating agent or such agent's assignee reasonable cooperation, access and staff assistance, as needed, during normal business hours with respect to books and records and other financial data delivered to the Buyer hereunder. TMS agrees to give the Buyer reasonable cooperation, access and staff assistance, as needed, during normal business hours with respect to books and records and other financial data retained by TMS, as may be necessary for general business purposes, including, without limitation for (i) the preparation of tax return and financial statements and (ii) the management and handling of tax audits, to an extent as will not unreasonably interfere with a party's conduct of its business, and to keep such materials reasonably accessible either until TMS's liquidation or the expiration of a period of three (3) years from the Closing Date, whichever is earlier. Neither TMS nor the Buyer will destroy or otherwise dispose of such materials for such time without the written consent of the other party, which shall not be unreasonably withheld, or, in the alternative, without delivering to the other party full and complete copies of such materials.
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Continuing Access to Records. Except as otherwise required by Section 8.06(c), for a period of not less than five (5) years from the Closing Date: (i) Buyer agrees to give Seller reasonable cooperation, access, and staff assistance, as reasonably necessary, during normal business hours with respect to books and records and other financial data delivered to Buyer hereunder or in the possession of Holdings or the Companies for periods prior to Closing as may be necessary for general business purposes, and (ii) Seller agrees to give Buyer reasonable cooperation, access and staff assistance, as needed, during normal business hours with respect to books and records and other financial data relating to Holdings or the Companies that are retained by Seller, as may be reasonably necessary for general business purposes.
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Continuing Access to Records. From and after the Closing Date, Buyer shall give Shareholder reasonable cooperation, access, and staff assistance, as reasonably necessary, during normal business hours upon reasonable prior notice with respect to books and records and other financial data delivered to Buyer hereunder or under the Gusmer Europe Agreement or in the possession of the Company, any of its subsidiaries, or Gusmer Europe for periods before Closing as may be necessary for legitimate business purposes such as, among others, the preparation of financial statements and tax returns and the defense of litigation. Shareholder agrees to execute a customary confidentiality agreement regarding all such books and records so obtained from Buyer.
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Continuing Access to Records. From and after the Closing Date, Buyer shall give Shareholder reasonable cooperation, access, and staff assistance, as reasonably necessary, during normal business hours upon reasonable prior notice with respect to books and records and other financial data delivered to Buyer hereunder or under the Gusmer Corporation Agreement or in the possession of the Company or Gusmer Corporation for periods before Closing as may be necessary for legitimate business purposes such as, among others, the preparation of financial statements and tax returns and the defense of litigation. Shareholder agrees to execute a customary confidentiality agreement regarding all such books and records so obtained from Buyer.
Sample 1
Continuing Access to Records. Subject to the provisions of Section 13.8, which shall prevail where they apply, for a period of six years following the Closing Date, the Buyer shall give the Sellers reasonable cooperation, access, and staff assistance, during normal business hours upon reasonable prior notice with respect to books and records and other financial data delivered to the Buyer hereunder or in the possession of the Company or any of its subsidiaries for periods on or before Closing as may be necessary or desirable for legitimate business purposes, including the preparation of financial statements and tax returns and the defense of litigation. The Sellers agree to execute a customary confidentiality agreement regarding all such books and records and other financial data so obtained.
Sample 1
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Continuing Access to Records. For a period of not less than three ---------------------------- (3) years from the Closing Date (plus any additional time during which a party has been advised that (a) there is an ongoing tax audit with respect to periods prior to the Closing Date, or (b) such period is otherwise open to assessment) Buyer agrees to give Sellers reasonable cooperation, access and staff assistance, as needed, during normal business hours with respect to books and records and other financial data delivered to Buyer hereunder, and Sellers agree to give Buyer reasonable cooperation, access, and staff assistance, as needed, during normal business hours with respect to books and records and other financial data retained by Sellers, as may be necessary for general business purposes, including, without limitation for (x) the preparation of tax return and financial statements and (y) the management and handling of tax audits, to an extent as will not unreasonably interfere with a party's conduct of its business, and to keep such materials reasonably accessible. A party will not destroy or otherwise dispose of such materials for such time without the written consent of the other party, which shall not be unreasonably withheld. From and after the Closing Date, Tyson agrees to furnish to Buyer such financial information as Buyer shall reasonably request in connection with, and for inclusion in, any filings required to be made by Buyer with the Securities Exchange Commission or any other governmental authorities, including, without limitation, the 1996 Audit; provided, however, that the foregoing shall not require Tyson to furnish any such financial information in a format different than that format then used by Tyson for its own internal purposes or cause any such financial information to be audited and reported upon by independent certified public accountants. Buyer shall reimburse Tyson for its actual cost and expense (including, without limitation, reasonable professional fees and expenses) incurred in furnishing such financial information (other than the cost of preparing the 1996 Audit) to Buyer.
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Continuing Access to Records. For a period of not less than three (3) years from the Closing Date (plus any additional time during which a party has been advised that (a) there is an ongoing tax audit with respect to periods prior to the Closing Date, or (b) such period is otherwise open to assessment) Newco agrees to give Bxxxxxx reasonable cooperation, access and staff assistance, as needed, during normal business hours with respect to books and records and other financial data delivered to Newco hereunder, and Bxxxxxx agree to give Newco reasonable cooperation, access, and staff assistance, as needed, during normal business hours with respect to books and records and other financial data relating solely to the Business or the Contributed Assets retained by Bxxxxxx, as may be necessary for the defense, compromise or settlement of any Third Party Claim or for general business purposes, including, without limitation for (x) the preparation of tax return and financial statements and (y) the management and handling of tax audits, to an extent as will not unreasonably interfere with a party's conduct of its business, and to keep such materials reasonably accessible. Notwithstanding the foregoing, for as long as Newco is prosecuting or defending any claims (or reasonably anticipates any claims) involving any third party (including any appeal or right to appeal), upon written notice to Bxxxxxx, Bxxxxxx shall preserve all records and other information identified by Newco as pertinent to the litigation, or, at the mutual option by Newco and Bxxxxxx, shall transfer such materials to Newco at Newco's expense.
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Related to Continuing Access to Records

  • Access to Records The Contractor and its subcontractors, if any, shall maintain all books, documents, papers, accounting records, and other evidence pertaining to all costs incurred under this Contract. They shall make such materials available at their respective offices at all reasonable times during this Contract, and for three (3) years from the date of final payment under this Contract, for inspection by the State or its authorized designees. Copies shall be furnished at no cost to the State if requested.

  • Maintenance and Access to Records Keep adequate records, in accordance with GAAP, of all its transactions so that at any time, and from time to time, its true and complete financial condition may be readily determined, and promptly following the reasonable request of the Lender, make such records available for inspection by the Lender and, at the expense of the Borrower, allow the Lender to make and take away copies thereof.

  • Access to Records after Closing (a) For a period of six years after the Closing Date, Seller and its representatives shall have reasonable access to all of the books and records of Seller with respect to the Business transferred to Buyer hereunder to the extent that such access may reasonably be required by Seller in connection with matters relating to or affected by the operations of the Business prior to the Closing Date. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 13.6. If Buyer shall desire to dispose of any of such books and records prior to the expiration of such six-year period, Buyer shall, prior to such disposition, give Seller a reasonable opportunity, at Seller’s expense, to segregate and remove such books and records as Seller may select.

  • Access to Records; Copies The Assuming Bank agrees to permit the Receiver and the Corporation access to all Records of which the Assuming Bank has custody, and to use, inspect, make extracts from or request copies of any such Records in the manner and to the extent requested, and to duplicate, in the discretion of the Receiver or the Corporation, any Record in the form of microfilm or microfiche pertaining to Deposit account relationships; provided, that in the event that the Failed Bank maintained one or more duplicate copies of such microfilm or microfiche Records, the Assuming Bank hereby assigns, transfers, and conveys to the Corporation one such duplicate copy of each such Record without cost to the Corporation, and agrees to deliver to the Corporation all Records assigned and transferred to the Corporation under this Article VI as soon as practicable on or after the date of this Agreement. The party requesting a copy of any Record shall bear the cost (based on standard accepted industry charges to the extent applicable, as determined by the Receiver) for providing such duplicate Records. A copy of each Record requested shall be provided as soon as practicable by the party having custody thereof.

  • Maintenance of and Access to Records The Servicer will maintain each Receivable File in the United States (it being understood that the Receivable Files, or any part thereof, may be maintained at the offices of any Person to whom the Servicer has delegated responsibilities in accordance with Section 6.5). The Servicer will make available to the Issuer and the Indenture Trustee or their duly authorized representatives, attorneys or auditors a list of locations of the Receivable Files upon request. The Servicer will provide access to the Receivable Files, and the related accounts records, and computer systems maintained by the Servicer at such times as the Issuer or the Indenture Trustee direct, but only upon reasonable notice and during the normal business hours at the respective offices of the Servicer.

  • Access to Records and Documents It shall permit the Administrative Agent (or, if Independent Accountants are not engaged by the Collateral Manager or the Borrower, Protiviti, Inc. or another nationally recognized audit firm selected by the Administrative Agent with prior notice to the Borrower and subject to delivery of standard confidentiality agreements) to, upon reasonable advance notice and during normal business hours, but, so long as no Event of Default has occurred and is continuing, no more than one (1) time per calendar year, visit and inspect and make copies thereof at reasonable intervals (i) its books, records and accounts relating to its business, financial condition, operations, assets and its performance under the Facility Documents and the Related Documents and to discuss the foregoing with its and such Person’s officers, partners, employees and accountants, and (ii) all of its Related Documents, in each case as often as the Administrative Agent may reasonably request; provided that so long as no Event of Default has occurred and is continuing, the Borrower shall be responsible for all costs and expenses for only one such visit per fiscal year by the Administrative Agent or its respective designees; provided, further, that an officer or employee of the Collateral Manager shall have the opportunity to be present at any discussion between the Administrative Agent, any Lender or any other Person designated by the Administrative Agent, on the one hand, and the Collateral Manager’s accountants, on the other hand. The Administrative Agent shall provide two (2) Business Days’ prior notice to the Lenders of any such visit and any Lender shall be permitted to accompany the Administrative Agent in such visit. Any such visit and inspection shall be made simultaneously with any visit and inspection pursuant to Section 5.01(e).

  • Retention of and Access to Records After the Closing, Buyer shall retain for a period consistent with Buyer's record-retention policies and practices those Records of Seller delivered to Buyer. Buyer also shall provide Seller and its representatives reasonable access thereto, during normal business hours and on at least three days' prior written notice, to enable them to prepare financial statements or tax returns or deal with tax audits. After the Closing, Seller shall provide Buyer and its representatives reasonable access to Records that are Excluded Assets, during normal business hours and on at least three days' prior written notice, for any reasonable business purpose specified by Buyer in such notice.

  • Access to Records and Properties (a) From the date hereof until the Closing Date or earlier termination of this Agreement, Seller will, and will cause the Companies and their Subsidiaries to:

  • Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings (a) Keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all requirements of law are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each of its subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender to visit and inspect the financial records and the properties of such Person at reasonable times and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent or any Lender to discuss the affairs, finances and condition of such Person with the officers thereof and independent accountants therefor.

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