ACCESS FOR SELLER Sample Clauses

ACCESS FOR SELLER. For three (3) years after the Closing Date, Buyer shall retain in good order in South Florida, and make available to Seller and its representatives for inspection and copying, all records pertaining to the Business as may reasonably be requested by Seller in connection with its rights or obligations as the former owner of the Transferred Assets, including but not limited to all records transferred hereunder. Buyer's obligations under this Section 7.1 are subject to its right to conduct its operations with minimal disturbance and to reimbursement by Seller for extraordinary out of pocket costs incurred in carrying out its obligations under this Section 7.1.
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ACCESS FOR SELLER. 8.7.1 Notwithstanding the transfer of the Business Records from the Seller to the Purchaser on the Closing Date, the Seller shall have the right to retain copies of such of the Business Records so transferred to the Purchaser as required for the limited purposes as stated in this Clause 8.7. 1. After the Closing Date, the Seller and its authorised representatives shall, subject to Applicable Law and upon providing reasonable prior notice to the Purchaser, have the right to access, during business hours the Business Records that are in the possession of the Purchaser, and to make copies thereof, for the purpose of: (a) defending any claim initiated by a third party against the Seller; and/ or (b) for complying with any requirements under Applicable Law; and/ or (c) for responding to any queries raised by any Authority, in each case in relation to the Business and the Business Undertaking prior to the Closing Date. 8.7.2 The Purchaser shall provide to the Seller reasonable access at reasonable times during regular working hours to any employees of the Purchaser who have knowledge of any matters that may be relevant for the purposes described in Clause 8.7.1 above. Any information or documents accessed in accordance with this clause shall be considered “Confidential Information” in accordance with Clause 14 and the provisions thereof shall apply. 8.7.3 The Purchaser shall provide to the Seller the information required to enable the Seller to prepare and audit the standard monthly reporting forms of the Seller, to the extent that such financial reporting relates to the Business Undertaking, in respect of the period prior to Closing and in respect of the calendar month and the fiscal quarter in which the Closing occurs, consistent with past practice.
ACCESS FOR SELLER. After the Closing Date, (a) authorized representatives of Seller shall have reasonable access during normal business hours to all books, records, contracts and documents of Buyer pertaining to periods prior to the Closing and relating to the Division, and may make copies thereof, to the extent that Seller reasonably determines necessary in connection with the preparation of Seller's tax returns, or in connection with any tax, insurance, litigation or other proceeding or activity and (b) in connection therewith, Seller shall have reasonable access to discuss the relevant affairs and business of the Division with the employees of Buyer.

Related to ACCESS FOR SELLER

  • Address for Service Any notice to be given or served under or arising out of a provision of the Contract must: be in writing; be delivered by hand, sent by prepaid express post or sent by email (except for notices under clauses 14 and 15 which, if sent by email, must additionally be delivered by hand or sent by prepaid express post) to the relevant address or email address: specified in the Contract Particulars; or last notified in writing to the party giving or serving the notice, for the party to whom or upon which the notice is to be given or served; be signed by the party giving or serving the notice or (on the party's behalf) by the solicitor for or attorney, director, secretary or authorised agent of the party giving or serving the notice; and in the case of notices sent by email: be in Portable Document Format (pdf) and appended as an attachment to the email; and include the words "This is a notice under clause 16.7 of the Contract" in the subject field of the email. Subject to paragraph (b), a notice given or served in accordance with clause 16.7 is taken to be received by the party to whom or upon whom the notice is given or served in the case of: delivery by hand, on delivery; prepaid express post sent to an address in the same country, on the fifth day after the date of posting; prepaid express post sent to an address in another country, on the seventh day after the date of posting; and email, the earlier of: delivery to the email address to which it was sent; or one hour after the email enters the server of the email address to which it was sent, provided that no delivery or transmission error is received by the sender within one hour of the time of sending shown on the "sent" email. In the case of notices under clauses 14 and 15, if the notice is sent by email as well as being delivered by hand or sent by prepaid express post in accordance with clause 16.7(b), the notice is taken to be received by the party to whom or upon whom the notice is given or served on the earlier of: the date the notice sent by email is taken to be received; or the date the notice delivered by hand or sent by prepaid express post is taken to be received, as determined in accordance with paragraph (a).

  • Contract for Services The parties intend this Agreement to be a contract for the provision of services and not a contract for the sale of goods. To the fullest extent permitted by law, the provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), the United Nations Convention on Contracts for the International Sale of Goods, and any substantially similar legislation as may be enacted, shall not apply to this Agreement.

  • Fitness for Work 6.2.1 The parties to this Agreement agree that the maintenance of a safe and healthy working environment will be enhanced by adopting a pro-active approach to addressing fitness for work issues, including the misuse of drugs and alcohol in the workplace, workplace stress and fatigue. The management of these occupational health and safety issues will assist to eliminate a contributing factor to workplace injuries and accidents. 6.2.2 The Company will provide confidential assistance and counselling through an Employee Assistance Program to Employees to overcome problems that may impair their fitness for work. The Company will also provide education and training to Employees on fitness for work issues.

  • Packing Materials and Containers for Shipment Packing materials and containers in which the good is packed for shipment shall be disregarded in determining whether-- (i) the non-originating materials used in the production of the good undergo an applicable change in tariff classification set out in subdivision (t) of this note; and (ii) the good satisfies a regional value-content requirement.

  • Fitness for Duty When question exists related to appropriate leave administration or work safety to individuals, co-workers or others, the EMPLOYER may require employees to undergo a medical evaluation that will enable the EMPLOYER to determine the employee’s fitness for performance of his/her duties. When the EMPLOYER requires an evaluation or report from a medical authority, either the employee’s personal or treating authority or the medical authority of the EMPLOYER’s selection, the EMPLOYER shall: A. Pay the fee charged for such evaluation or report if such is not covered through the health insurance program made available to employees by the EMPLOYER, and B. Compensate the employee at his/her BASE PAY RATE for regularly scheduled work time the employee was unable to work due to obtaining the evaluation if the evaluation result is that the employee is found fully fit to perform his/her work duties and responsibilities.

  • Fees for Services The compensation of the Subadviser for its services under this Agreement shall be calculated and paid by the Adviser in accordance with the attached Schedule C. Pursuant to the Investment Advisory Agreement between the Fund and the Adviser, the Adviser is solely responsible for the payment of fees to the Subadviser.

  • Release for Servicing From time to time and as appropriate for the enforcement or servicing any of the Collateral, the Collateral Custodian is hereby authorized (unless and until such authorization is revoked by the Administrative Agent), upon written receipt from the Servicer of a request for release of documents and receipt in the form annexed hereto as Exhibit H to release to the Servicer the related Required Asset Documents or the documents set forth in such request and receipt to the Servicer. All documents so released to the Servicer shall be held by the Servicer in trust for the benefit of the Administrative Agent in accordance with the terms of this Agreement. The Servicer shall return to the Collateral Custodian the Required Asset Documents or other such documents (i) immediately upon the request of the Administrative Agent, or (ii) when the Servicer’s need therefor in connection with such foreclosure or servicing no longer exists, unless the Asset shall be liquidated, in which case, upon receipt of an additional request for release of documents and receipt certifying such liquidation from the Servicer to the Collateral Custodian in the form annexed hereto as Exhibit H, the Servicer’s request and receipt submitted pursuant to the first sentence of this subsection shall be released by the Collateral Custodian to the Servicer.

  • AGREEMENT FOR SALE There is an overlap in this list: use the descriptions that are most ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .

  • Agreement Not a Contract for Services Neither the Plan, the granting of the Restricted Shares, this Restricted Share Agreement nor any other action taken pursuant to the Plan shall constitute or be evidence of any agreement or understanding, express or implied, that the Participant has a right to continue to provide services as an officer, director, employee, consultant or advisor of the Company or any Subsidiary or Affiliate for any period of time or at any specific rate of compensation.

  • Payment for Services Contractor shall exert reasonable and diligent efforts to collect prompt payment from the Commonwealth. Contractor shall pay Subcontractor in proportion to amounts received from the Commonwealth which are attributable to the Services performed by Subcontractor. Contractor shall pay Subcontractor within fourteen (14) days after the Contractor receives such payment from the Commonwealth, unless the parties expressly agree upon a different payment schedule or structure as set forth below: ______________________________________________________________________________________________________________________________________________________________________________________________________________________________________.

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