Access to Books and Records. From and after the Effective Time until the six (6) year anniversary of the Closing Date, the Parent shall, and shall cause the Surviving Company to, provide the Seller Representative and its authorized Representatives with reasonable access (for the purpose of examining and copying at the Seller Representative’s own cost), during normal business hours, upon reasonable notice, to the books and records which the Group Companies possess as of the Effective Time with respect to periods or occurrences prior to or on the Closing Date to the extent reasonably related to any Tax audits, Tax Returns, insurance claims, governmental investigations, legal compliance, financial statement preparation or any other similar matter arising from the Common Stockholders’ ownership of the Company prior to the Merger Closing. Unless otherwise consented to in writing by the Seller Representative, the Parent shall not, and shall not permit the Surviving Company or any of its Subsidiaries to, for a period of six (6) years following the Closing Date, destroy or delete any of the books and records of any Group Company for any period prior to the Closing Date without first giving reasonable prior notice to the Seller Representative and offering to surrender to the Seller Representative a copy of such books and records or any portion thereof which the Parent, the Surviving Company or any of its Subsidiaries may intend to destroy or delete. Notwithstanding anything to the contrary set forth in this Agreement, the disclosure of information contemplated by this Section 7.01 shall not be required if (i) it would require Parent or any Group Company to disclose information which Parent has reasonably determined upon the advice of counsel could result in the loss of the ability to successfully assert attorney-client privilege or attorney work-product privilege, conflict with any third party confidentiality obligations to which Parent or any of its Affiliates is bound, or would violate any applicable Law, provided, that the Parent and the Group Companies shall reasonably cooperate in good faith to enable the Seller Representative to have permissible access to such information in a manner that would not result in loss of such privilege, conflict with such confidentiality obligations or violation of the Law, and in the case of confidentiality obligations to a third party, shall request the consent of the applicable third party to permit such disclosure, in each case, at the Seller Representati...
Access to Books and Records. Mercy Corps, its donors (including, if applicable, USAID, and the Comptroller General of the United States) and any of their respective representatives will have access to any books, documents, papers and records of Contractor that are directly pertinent to this Agreement for the purpose of making audits, examinations, excerpts and transcriptions for a period of seven years following the completion of the final TO issued by Mercy Corps under this MSA.
Access to Books and Records. During the course of this transaction through Closing, each party agrees to make available for inspection all corporate books, records and assets, and otherwise afford to each other and their respective representatives, reasonable access to all documentation and other information concerning the business, financial and legal conditions of each other for the purpose of conducting a due diligence investigation thereof. Such due diligence investigation shall be for the purpose of satisfying each party as to the business, financial and legal condition of each other for the purpose of determining the desirability of consummating the proposed transaction. The Parties further agree to keep confidential and not use for their own benefit, except in accordance with this Agreement any information or documentation obtained in connection with any such investigation.
Access to Books and Records. Subject to all applicable laws, the Cash Manager shall permit the Mortgages Trustee, Funding, the Auditors of the Mortgages Trustee and Funding, the Security Trustee and/or any other person nominated by the Security Trustee or the Beneficiaries (to whom the Cash Manager has no reasonable objection) at any time during normal office hours upon reasonable notice to have access, or procure that such person or persons are granted access, to all books of record and account relating to the Cash Management Services provided by the Cash Manager and related matters in accordance with this Agreement.
Access to Books and Records. Business Associate hereby agrees to make its internal practices, books, and records relating to the use or disclosure of PHI received from, or created or received by Business Associate on behalf of the Covered Entity, available to the Secretary of Health and Human Services or designee for purposes of determining compliance with the HIPAA Privacy Regulations.
Access to Books and Records. Business Associate agrees to make internal practices, books, and records, including policies and procedures and Protected Health Information, relating to the use and disclosure of Protected Health Information received from, or created or received by Business Associate on behalf of, Covered Entity available to the Covered Entity, or to the Secretary, in a time and manner reasonably requested by the Covered Entity or designated by the Secretary, for purposes of the Secretary determining Covered Entity's or Business Associate's compliance with HIPAA.
Access to Books and Records. Seller shall provide Buyer access and the right to copy for a period of three years from the Closing Date any books and records relating to the Assets that are not included in the Assets. Buyer shall provide Seller access and the right to copy for a period of three years from the Closing Date any books and records relating to the Assets.
Access to Books and Records. During normal business hours, CONTRACTOR shall provide access to COUNTY, the federal and State grantor agencies, the Controller General of the United States, and any duly authorized COUNTY, federal or State representatives to any books, documents, papers, and records of CONTRACTOR which are pertinent to this CONTRACT, for the purpose of making audits, examinations, excerpts, copies and transcriptions. CONTRACTOR shall include this requirement in any subcontracts to be funded in whole or in part by funds provided pursuant to this CONTRACT.
Access to Books and Records. The MCP shall make available to ODM and to the Secretary of the U.S. Department of Health and Human Services any and all internal practices, documentation, books, and records related to the use and disclosure of PHI received from ODM, or created or received on behalf of ODM. Such access is for the purposes of determining compliance with the HIPAA Rules.
Access to Books and Records. (a) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations of the Borrower and the Guarantors and provide the Administrative Agent, the Collateral Agent and their respective representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing).
