Common use of Access and Maintenance of Records Clause in Contracts

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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Corinthian Colleges Inc)

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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 SchoolsSchool, (iii) the Requesting Party's ’s preparation of its financial statements and Tax returns, (iv) any other essential reasonable 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 ’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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Corinthian Colleges Inc)

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 PartyParty (which notice shall describe the business reason for any such request), 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 Additionally, prior to destruction or disposition of any such access records, the party intending to destroy or dispose of any such records shall give notice to the other party prior to such destruction or disposition and afford such other party the right to copy or retain such records, at such other party's cost and expense, if such other party elects to do so. Access to any such records 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Corinthian Colleges Inc)

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, School and (iii) the Requesting Party's preparation of its financial statements and Tax 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. Each party shall not destroy or otherwise dispose of any of such records without prior notice to the other party, which party shall have the option, at such party's expense, to take possession of any such records which the other party elects to destroy or otherwise dispose of. 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. Notwithstanding the foregoing, Buyer shall preserve and protect all books, documents, papers, computer programs and records pertaining in any manner to the administration by Seller of the Federal student financial assistance programs pursuant to Title IV of the Higher Education Act of 1965, as amended, for the period of time specified under applicable law and regulation. 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 other party, except to the extent Seller is required by law or regulation to disclose part or all of such documents or information.

Appears in 1 contract

Samples: Asset Purchase Agreement (Corinthian Colleges Inc)

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, Schools and (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. Each party shall not destroy or otherwise dispose of any of such records without prior notice to the other party, which party shall have the option, at such party's expense, to take possession of any such records which the other party elects to destroy or otherwise dispose of. 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Corinthian Colleges Inc)

Access and Maintenance of Records. From and after the Closing, each of Buyer and Seller Sellers (the "Requested PartyREQUESTED PARTY") shall afford to the other party (the "Requesting PartyREQUESTING 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 Sellers 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Corinthian Colleges Inc)

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Access and Maintenance of Records. From and after the Closing, each of Buyer Buyer, the Company and Seller Sellers (the "Requested Party") shall afford to the other party parties (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 returnsreturns and student financial aid audits, and/or (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 rules, regulations and regulationsaccrediting standards. 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Corinthian Colleges Inc)

Access and Maintenance of Records. From and after the Closing, each of Buyer Buyer, the Company and Seller Sellers (the "Requested Party") shall afford to the other party parties (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 returnsreturns and student financial aid audits, (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 rules, regulations and regulationsaccrediting standards. 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Corinthian Colleges Inc)

Access and Maintenance of Records. From and after the Closing, each of Buyer and Seller (the "Requested PartyREQUESTED PARTY") shall afford to the other party (the "Requesting PartyREQUESTING 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 SchoolsSchool, (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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Corinthian Colleges Inc)

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