Access; Books and Records. (a) Promptly after receipt by either Assignor or Ortec of notice of any action, claim, investigation, proceeding (commenced or threatened), certificate, offer, proposal, correspondence or other written communication relating to the transactions contemplated by this Agreement, any other Transaction Document, the Revenue Interests, any Distribution Agreement or any License Agreement, Assignor and/or Ortec shall inform Assignee of the receipt of such notice and the substance of such action, claim, investigation, proceeding, certificate, offer, proposal, correspondence or other written communication and, if in writing shall furnish Assignee with a copy of such notice and any related materials with respect to such action, claim, investigation, proceeding, certificate, offer, proposal, correspondence or other written communication.
(b) Each of Assignor and Ortec shall keep and maintain, or cause to be kept and maintained, at all times accurate and complete books and records. Ortec and Assignor shall keep and maintain, or cause to be kept and maintained, at all times full and accurate books of account and records adequate to correctly reflect all payments paid and/or payable with respect to Revenue Interests and Assigned Interests and all deposits made into the applicable Deposit Accounts.
(c) Assignee and any of Assignee's Consultants shall have the right, from time to time, to visit Ortec's and/or Assignor's offices and properties where Ortec and/or Assignor keeps and maintains its books and records relating or pertaining to the Revenue Interests, the Assigned Interests and the other Collateral for purposes of conducting an audit of such books and records, and to inspect, copy and audit such books and records, during normal business hours, and, upon five (5) Business Days written notice given by Assignee to Ortec and/or Assignor, Ortec and/or Assignor will provide Assignee and any of Assignee's Consultants reasonable access to such books and records, and shall permit Assignee and any Assignee's Consultants to discuss the business, operations, properties and financial and other condition of Ortec and/or Assignor or any of their Affiliates relating or pertaining to the Revenue Interests, the Assigned Interests and the other Collateral with officers of such parties, and with their independent certified public accountants (to the extent such independent certified accountants agree to discuss such matters with Assignee). Assignee's visits to Ortec's or Assignor's of...
Access; Books and Records. If an Event of Default is continuing, upon the request of the Agent (on the instructions of any Finance Party), the Company shall provide the Agent and any of its representatives, professional advisers and contractors with access to and permit inspection by them of the assets, premises, books and records of any member of the Group in each case at reasonable times and upon reasonable notice.
Access; Books and Records. (a) Subject to the terms and conditions of this Agreement, each Recipient shall (i) make available on a timely basis to each Provider all information and materials reasonably requested by them to the extent necessary to enable them to provide the applicable Services to the Recipient and (ii) provide reasonable access, and use of its premises, systems, assets, facilities and personnel, in each case to the extent necessary for each Provider to provide the applicable Services to the Recipient. Notwithstanding the foregoing, no Recipient shall be required to provide access to or disclose information (A) without reasonable advance notice and in a manner so as not to interfere with the normal business operations of the Recipient, (B) that includes personnel records, including records relating to individual performance or evaluation records, medical histories, individual employee benefit information or other information which in Recipient’s opinion is sensitive or the disclosure of which could subject Recipient or any of its respective Representatives to risk of Liability, (C) to a Third Party Service Provider if such Third Party Service Provider has not executed and delivered to Recipient a confidentiality and non-use agreement in form and substance reasonably acceptable to Recipient, (D) the disclosure of which could reasonably be expected to violate any Contract or any Law, result in the loss of protectable interests in trade secrets, or result in the waiver of any legal privilege or work-product privilege, or (E) which constitutes proprietary or competitively sensitive information (provided, that, in the case of clauses (D) through (E), Recipient shall give notice to Provider of the fact that such documents or information are being withheld and thereafter Recipient shall use its commercially reasonable efforts to cause such documents or information, as applicable, to be made available in a manner that would not reasonably be expected to cause such a violation, disclosure or waiver or reveal such information to a competitor). For all purposes of this Section 2.7, the “Services” shall include the operation or management of the Post-Closing Assets, Post-Closing Liabilities or Post-Closing Entities pursuant to Section 2.1(d) and the management of the Non-ECR Client Contracts pursuant to Section 2.1(e).
(b) Each Provider and its Third Party Service Providers shall be entitled to rely upon the genuineness, validity or truthfulness of any document, instrument or oth...
Access; Books and Records. Upon reasonable notice, during all business hours, and at any time that an Event of Default continues to exist, Borrower authorizes and will permit any representatives of the Agent, the Issuing Bank or any Bank (i) to have access to, and grant permission for such representatives to examine, copy or make excerpts from, any and all books, records and documents that relate to the business, operations or Property of Borrower, (ii) to inspect any and all Property of Borrower, and (iii) to discuss the business, operations and financial condition of Borrower with its officers and employees and its independent certified public accountants, legal counsel (except for attorney/client privileged information and work product) and other consultants, all of the foregoing at the expense of Borrower. Borrower will maintain complete and accurate books and records of its respective transactions in accordance with GAAP.
Access; Books and Records. Each Service Recipient shall, for so long as Services are being provided under this Agreement, provide its Service Providers and their respective authorized representatives with reasonable access, following any Service Provider’s request for such access provided in writing no less than three (3) Business Days in advance, during normal business hours, to such Service Recipient’s facilities, books and records to the extent reasonably required to perform the Services.
Access; Books and Records. Seller will authorize and permit Buyer and a reasonable number of its representatives to have reasonable access during normal business hours, and in such manner as will not unreasonably interfere with the conduct of the Business, to all of its properties, books, records, operating instructions and procedures, Tax Returns and all other information with respect to the Business as Buyer may from time to time request, and at Buyer's expense to make copies of such books, records and other documents and to discuss its business with such third Persons, including its or their (as applicable) directors, officers, employees, accountants, counsel, suppliers, concessionaires, customers and creditors as Buyer considers necessary or appropriate for the purposes of familiarizing itself with the Business of Seller.
Access; Books and Records. The Company shall make available, and shall cause each other JV Entity to make available, on a timely basis to the applicable Seller Entity all information and materials reasonably requested by such Seller Entity to enable it to provide the Services hereunder. The Company shall give, and shall cause each other JV Entity to give, each Seller Entity and its representatives reasonable access during regular business hours and at such other times as are reasonably required, to the Company’s and such JV Entity’s premises or the premises of the Business for the purpose of providing the Services hereunder.
Access; Books and Records. From the date of this Agreement until the Closing Date, the Company shall provide Investor and its Representatives with reasonable access, upon reasonable prior notice and during normal business hours, to all (i) officers, agents and accountants of the Company; and (ii) the Company’s assets, properties, books and records, but only to the extent that such access does not unreasonably interfere with the business and operations of the Company or any of its Affiliates; provided that the Company shall not be required to furnish any such information where the furnishing of such information would violate any applicable Law, Material Contract or Real Property Agreement (provided, however, that the Company shall use commercially reasonable efforts to obtain a waiver that would permit such furnishing of information, which commercially reasonable efforts shall not require the Company to expend any funds or incur additional liabilities or obligations), or could be reasonably expected to jeopardize any privilege relating to such information available to the Company or any of its Affiliates; provided, further, that neither Investor nor any of its Affiliates or Representatives shall be permitted to perform any invasive sampling of environmental media (including, but not limited to, surface soils, subsurface soils, air, surface water, or groundwater water).
Access; Books and Records. Autoliv will make available on a timely basis to M/A-COM all information and materials reasonably requested by M/A-COM to the extent necessary for M/A-COM to provide the Services hereunder. Autoliv will give, and will cause Auto Solutions to give, M/A-COM and its representatives reasonable access, during regular business hours and at such other times as are reasonably required, to Auto Solutions’ premises to the extent necessary for M/A-COM to provide the Services hereunder; provided that such access does not unreasonably interfere with the operations of Autoliv or Auto Solutions. M/A-COM will keep reasonable books and records of the Services provided hereunder and reasonable supporting documentation of all charges and fees incurred in connection with providing the Services. M/A-COM will make such books and records available to Autoliv and Auto Solutions and its representatives during regular business hours upon reasonable advance written notice; provided that such access will be provided only to the extent (a) it does not unreasonably interfere with the operations of M/A-COM and (b) it is reasonably necessary to confirm calculations and expenses.
Access; Books and Records. Seller shall provide the officers, employees and attorneys of Buyer reasonable access, during normal business hours upon Buyer's reasonable prior notice to Seller, to the Assets and the records of Seller specifically relating thereto. Seller shall cooperate fully with such representatives of Buyer in connection with such review. If and to the extent necessary to comply with any disclosure requirements under the Securities Act of 1933 or the Securities Exchange Act of 1934, or any rules or regulations thereunder, or for any other reasonable business purpose, Buyer shall have the right, at its own expense, at any time or from time to time within three (3) years after the Final Delivery Date during reasonable business hours upon reasonable notice to Seller to inspect, and make copies of or extracts from, any of the records of Seller relating to the business of Seller or the Assets and which are not provided to Buyer (the "Retained Records"). Without limiting the generality of the foregoing, Seller shall make available to Buyer any employees or consultants necessary or useful to the preparation of historical audited financial statements relating to the Assets and shall use its best efforts to cause such employees or consultants to deliver to the Buyer's auditors all certifications, attestations and representations deemed necessary or useful for the completion of such historical audits. None of the Retained Records in the possession of Seller shall be destroyed prior to three (3) years after the Final Delivery Date without the consent of Buyer, unless first reproduced by microfilm or any other similar process. In the event that during such period Seller wishes to destroy any of the Retained Records at any time or from time to time after the Closing Date, Seller shall give not less than sixty (60) days notice to Buyer and Buyer shall have the right, at its own expense, during reasonable business hours to remove such records and keep possession of the same.
