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.
Appears in 1 contract
Samples: Master Asset Purchase Agreement (Corinthian Colleges Inc)
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 regulatory authorities (the "Reviewing Requesting Party") access to the other party's properties, books, books and records, files or documentsincluding those maintained by the other party's accountants, at any time and from time to time upon reasonable notice from the Reviewing Requesting Party, as reasonably required by the Reviewing 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 the Agreement, (ii) any claim, action, litigation or other proceeding involving the Requesting Party or the School and (iii) the Requesting Party's preparation of its financial statements and tax returns. Until seven years after In addition, the Tier I Closing Requesting Party, at its expense, may make copies of any such records as may be necessary or until appropriate for the expiration of the record retention period under relevant Regulatory Agency requirementsRequesting Party's use. Each party shall maintain all such records in accordance with, if longerand subject to all restrictions imposed by, no all laws, rules and regulations. Each party to this Agreement will shall not destroy or otherwise dispose of or change the storage format of any of the properties, books, records, files or documents relating such records without prior notice to the Purchased Assets without giving other party, which party shall have the parties on the other hand thirty (30) days' prior written notice and an opportunity option, at such party's expense, to take possession of any such records which the other party elects to destroy or make extracts or copies thereofotherwise dispose of. "PropertiesAny 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, recordsdocuments, files or documents" shall includepapers, but not be limited to, copies computer programs and records pertaining in any manner to the administration by Seller of any insurance policies, testing logs, application forms, all the Federal 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 assistance programs pursuant to relevant Regulatory Agency requirements Title IV of the Higher Education Act of 1965, as amended, for the period of time specified under applicable law 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 requirementsregulation. 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 Partyother party, except to the extent that the Reviewing Party Seller is required by law or regulation to disclose part or all or part of such document documents or information or deems it appropriate information. Seller and Buyer agree that the books and records relating to do so in connection with any administrative, regulatory or judicial processthe School and the floral design program shall be maintained separate and apart from the books and records relating to Buyer's allied health program and its other operations until the date at which funds are first released from Escrow pursuant to Section 2.2.1.
Appears in 1 contract
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 regulatory authorities (the "Reviewing Requesting Party") access to the other party's properties, books, books and records, files or documentsincluding those maintained by the other party's accountants, at any time and from time to time upon reasonable notice from the Reviewing Requesting Party, as reasonably required by the Reviewing 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 the Agreement, (ii) any claim, action, litigation or other proceeding involving the Requesting Party or any School and (iii) the Requesting Party's preparation of its financial statements and tax returns. Until seven years after In addition, the Tier I Closing Requesting Party, at its expense, may make copies of any such records as may be necessary or until appropriate for the expiration of the record retention period under relevant Regulatory Agency requirementsRequesting Party's use. Each party shall maintain all such records in accordance with, if longerand subject to all restrictions imposed by, no all laws, rules and regulations. Each party to this Agreement will shall not destroy or otherwise dispose of or change the storage format of any of the properties, books, records, files or documents relating such records without prior notice to the Purchased Assets without giving other party, which party shall have the parties on the other hand thirty (30) days' prior written notice and an opportunity option, at such party's expense, to take possession of any such records which the other party elects to destroy or make extracts or copies thereofotherwise dispose of. "PropertiesAny 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, recordsdocuments, files or documents" shall includepapers, but not be limited to, copies computer programs and records pertaining in any manner to the administration by Seller of any insurance policies, testing logs, application forms, all the Federal 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 assistance programs pursuant to relevant Regulatory Agency requirements Title IV of the Higher Education Act of 1965, as amended, for the period of time specified under applicable law 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 requirementsregulation. 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 Partyother party, except to the extent that the Reviewing Party Seller is required by law or regulation to disclose part or all or part of such document documents or information or deems it appropriate to do so in connection with any administrative, regulatory or judicial processinformation.
Appears in 1 contract
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.1.1.4
Appears in 1 contract
Samples: Schools Acquisition Agreement (Corinthian Colleges Inc)
