Access and Maintenance of Records. From and after the Closing, each of Buyer and Seller (the "Requested Party") shall afford to the other party (the "Requesting Party"), its officers, counsel, accountants and other authorized representatives and regulatory authorities access to its properties, books and records, including those maintained by its accountants, at any time and from time to time upon reasonable notice from the Requesting Party, as reasonably required by the Requesting Party in connection with (i) performance by the Requesting Party of any of its obligations under the terms and conditions of this Agreement, including, without limitation, any liability or obligation of Seller not assumed by Buyer pursuant to this Agreement, (ii) any claim, action, litigation or other proceeding involving the Requesting Party or the Schools, (iii) the Requesting Party's preparation of its financial statements and Tax returns, (iv) any other essential business purpose of the Requesting Party. In addition, the Requesting Party, at its expense, may make copies of any such records as may be necessary or appropriate for the Requesting Party's use. Each party shall maintain all such records in accordance with, and subject to all restrictions imposed by, all laws, rules and regulations. Any such access shall take place only during normal business hours in such a manner as not to interfere unreasonably with the operation of the business of the other party.
Access and Maintenance of Records. From and after the Tier I --------------------------------- Closing, each party shall afford the other party, its officers, counsel, accountants and other authorized representatives and any Regulatory Agency (the "Reviewing Party") access to the other party's properties, books, records, files or documents, at any time and from time to time upon reasonable notice from the Reviewing Party, as reasonably required by the Reviewing Party. Until seven years after the Tier I Closing or until the expiration of the record retention period under relevant Regulatory Agency requirements, if longer, no party to this Agreement will destroy or otherwise dispose of or change the storage format of any of the properties, books, records, files or documents relating to the Purchased Assets without giving the parties on the other hand thirty (30) days' prior written notice and an opportunity to take possession or make extracts or copies thereof. "Properties, books, records, files or documents" shall include, but not be limited to, copies of any insurance policies, testing logs, application forms, all student records, including academic and financial aid records and files, attendance records, all accounting records, including student accounts, accreditation reports, personnel files, financial statements, operational reports, school policies, correspondence, all reports prepared for or provided to any Regulatory Agency, all records that the Schools retained pursuant to relevant Regulatory Agency requirements and any other properties, books, records, files or documents that are provided to Buyer pursuant to Section 1 of this Agreement. The Buyer shall permit the Secretary of Education or the Secretary's authorized representatives to have access to and examine and make copies of any properties, books, records, files or documents of Buyer in accordance with applicable statutory or regulatory requirements. Any document or other information obtained from a party hereunder that is designated by such party as confidential shall be maintained in confidence by the Reviewing Party, except to the extent that the Reviewing Party is required by law or regulation to disclose all or part of such document or information or deems it appropriate to do so in connection with any administrative, regulatory or judicial process.
Access and Maintenance of Records a. The RPC must maintain all required records for five years after final payments are made and all other pending matters are closed.
Access and Maintenance of Records. From and after the Closing Date, Purchaser shall afford to Sellers, their counsel, accountants and other authorized representatives reasonable access to each of the Company's, the Subsidiaries' and the Schools' books and records related to periods prior to the Closing Date during normal business hours and upon reasonable notice from Sellers to Purchaser, as reasonably required by Sellers in connection with (i) performance by Sellers of any of Sellers' obligations (whether directly or by virtue of their indemnification obligations) pursuant to this Agreement, (ii) any claim, action, litigation, program review, audit or other proceeding involving any one or more of the Sellers (other than any such claim, action, litigation, program review, audit or proceeding arising under this Agreement or in which Purchaser and/or the Company and the Subsidiaries, on one hand, and Sellers or any of their Affiliates, on the other hand, are adverse parties and to which a privilege would apply) and (iii) Sellers preparation of their tax returns. Sellers, at Sellers' expense, may make copies of any such records as may be necessary or appropriate for Sellers' use (subject to Section 6.1 hereof) in connection with the foregoing. From and after the Closing Date, Purchaser shall afford to DOE, the Accrediting Bodies and other regulatory authorities access to the Company's and each Subsidiary's books and records as required by applicable law or regulations. For a period of seven (7) years from the Closing Date or until the expiration of the record retention period under relevant Legal Requirements or Accrediting Bodies requirements, if longer, Purchaser shall not destroy or otherwise dispose of any books or records of the Company or any Subsidiary related to periods prior to the Closing Date. Notwithstanding the foregoing, Purchaser shall preserve and protect all books, documents, papers, computer programs and records pertaining in any manner to the administration by the Company or any Subsidiary of federal student financial assistance programs pursuant to Title IV with respect to the Schools for at least the period of time specified under applicable Legal Requirements.
Access and Maintenance of Records. From and after the Closing Date, each Party shall afford to other Party, its officers, counsel, accountants and other authorized representatives, reasonable access to Seller’s books and records related to periods prior to the Closing Date during normal business hours and upon reasonable notice from either party, as reasonably required by a requesting Party in connection with (i) performance by Seller of any of Seller’s obligations with respect to any liabilities related to the Assets other than the Specified Liabilities with respect thereto, and with respect to Buyer, performance of the Specified Liabilities, (ii) any claim, action, litigation, program review, audit or other proceeding involving a requesting Party (other than any such claim, action, litigation, program review, audit or proceeding arising under this Agreement or otherwise in which requesting Party and other Party or any of their affiliates are adverse parties) relating to the Business, and (iii) either Party’s preparation of its financial statements and tax returns. The requesting Party, at its expense, may make copies of any such records as may be necessary or appropriate for requesting Party’s use in connection with the foregoing.
Access and Maintenance of Records. The contractor must maintain all required records for five years after final payments are made and all other pending matters are closed. At any time during normal business hours and as frequently as is deemed necessary, the contractor shall make available to the Iowa Economic Development Authority, the State Auditor, the General Accounting Office, and the Department of Housing and Urban Development, for their examination, all of its records pertaining to all matters covered by this contract and permit these agencies to audit, examine, make excerpts or transcripts from such records, contract, invoices, payrolls, personnel records, conditions of employment, and all other matters covered by this contract.
Access and Maintenance of Records. CareOregon shall maintain all financial records related to the performance of the Management Services in accordance with generally accepted accounting principles or National Association of Insurance Commissioners accounting standards. In addition, XxxxXxxxxx shall maintain any other records, books, documents, papers, plans, records of shipment and payments and writing, whether in paper, electronic or other form, that are pertinent to the CCO Contract ("Records") and the performance of the Management Services in such manner to clearly document CareOregon 's performance of its obligations set forth in this Agreement. To the extent required by the CCO Contract or applicable law, CareOregon shall provide timely and reasonable access to Records to: (i) the Oregon Health Authority; (ii) the Oregon Secretary of State's Office; (iii) CMS: (iv) the Comptroller General of the United States;
Access and Maintenance of Records. Buyer shall maintain the contracts, agreements, documents and books and records of ISP Israel for a period of six (6) years following the Closing Date. Until the sixth (6th) anniversary of the Closing Date, Buyer shall, subject to Section 5.07 hereof, provide the Seller Parties and their respective employees, counsel, accountants and other representatives reasonable access, during normal business hours and following reasonable prior notice, to the contracts, agreements, documents and books and records of Buyer and its Affiliates directly relating to the business of ISP Israel as it was conducted prior to the Closing for any reasonable business purpose (including, without limitation, preparing Tax Returns, administering benefit plans and defending or pursuing claims), and Buyer shall, and shall cause its Affiliates to, cooperate and permit the Seller Parties and their representatives to examine and copy, at the Seller Parties' expense, such contracts, agreements, documents and books and records. In addition, Buyer agrees to provide the reasonable assistance (including for purposes of prosecuting or defending any claim) of those employees who may have knowledge of the business of ISP Israel as it was conducted prior to the Closing.
Access and Maintenance of Records. From and after the Closing --------------------------------- Date, Purchaser shall afford to Seller, their counsel, accountants and other authorized representatives reasonable access to the Company's books and records related to periods prior to the Closing Date during normal business hours and upon reasonable notice from Seller to Purchaser, as reasonably required by Seller in connection with (i) performance by Seller of any of Seller's obligations (whether directly or by virtue of their indemnification obligations) pursuant to this Agreement, (ii) any claim, action, litigation, program review, audit or other proceeding involving Seller and (iii) Seller's preparation of Seller's tax returns. Subject to Section 6.3 hereof, Seller, at Seller's expense, may make copies of any ----------- such records as may be necessary or appropriate for Seller's use in connection with the foregoing. From and after the Closing Date, Purchaser shall afford to DOE, other applicable Accrediting Bodies and Governmental Authorities access to the Company's books and records as required by applicable Legal Requirements. Purchaser shall preserve and protect all books and records, including without limitation all documents, papers, computer programs and records pertaining in any manner to the administration by the Company of federal student financial assistance programs pursuant to Title IV with respect to the School, for at least the period of time specified under applicable Legal Requirements.
Access and Maintenance of Records. From and after the Closing Date, each Party shall afford to other Party, its officers, counsel, accountants and other authorized representatives, reasonable access to the Division’s books and records related to periods prior to the Closing Date during normal business hours and upon reasonable notice from either party, as reasonably required by a requesting Party in connection with (i) performance by Seller of any of the Seller’s obligations with respect to any liabilities related to the Assets other than the Specified Liabilities with respect thereto, and with respect to the Buyer, performance of the Specified Liabilities, (ii) any claim, action, litigation, program review, audit or other proceeding involving a requesting Party (other than any such claim, action, litigation, program review, audit or proceeding arising under this Agreement or otherwise in which requesting Parting and other Party or any of their affiliates are adverse parties) relating to the Business, (iii) either Party’s preparation of its financial statements and tax returns (iv) obtaining renewals and consents to assignments to Customer Contracts for 2006/2007 which are not obtained prior to the Closing and (v) filing cost reports and other filings required to be made with any Governmental Body for time periods prior to Closing. The requesting Party, at its expense, may make copies of any such records as may be necessary or appropriate for requesting Party’s use in connection with the foregoing.
