Access to and Retention of Books and Records. For a period of six (6) years from the Closing Date, each party shall have reasonable access to any books and records of the other party relating to the Purchased Assets and the Assumed Liabilities, and the requesting party, at its own expense, may make copies and extracts when such copies and extracts are required by regulatory authorities, for litigation purposes, or for tax or accounting purposes; provided that in the event that as of the end of such period, any tax year of Sellers is under examination by any taxing authority, such books and records shall be maintained by Purchaser until a final determination of the tax liability of Sellers for that year has been made. If such copies or extracts require use of a party’s equipment or facilities, the user shall reimburse the other party for all costs incurred, including without limitation employee expenses.
Access to and Retention of Books and Records. On the Closing Date, to the extent practicable, Purchaser shall receive possession of, and all right, title and interest in, all books and records relating to and located at the Branches which are in the possession of Seller; provided that for a period of at least six (6) years from the Closing Date, each party shall have reasonable access to said books and records of the other party and the books and records of the Branches and the requesting party, at its own expense, may make copies and extracts when such copies and extracts are required by regulatory authorities, for litigation purposes, accounting purposes or as otherwise appropriate; provided further that in the event that as of the end of such period, any tax year of the Seller is under examination by any taxing authority, such books and records shall be maintained by Purchaser until a final determination of the tax liability of Seller for that year has been made. If such copies or extracts require use of a party's equipment or facilities, the user shall reimburse the other party for all costs incurred, including without limitation employee expenses. Notwithstanding the foregoing, neither party shall have any obligation to retain records beyond any statutorily required or commonly acceptable time limit. Purchaser agrees to maintain records with respect to the Branches for the applicable period. Notwithstanding anything to the contrary contained herein, the obligations of the parties hereto under this Section shall be subject to all applicable laws relating to the confidentiality of bank records.
Access to and Retention of Books and Records. (a) All of the books, records, files and other information, including electronic records, acquired by Purchaser shall remain reasonably available to Seller, and all books, records, files and other information, including electronic records, retained by Seller relating to the Business shall remain reasonably available to Buyer, for review and copying for a period of seven (7) years following the Closing Date or for any longer periods as may be required specifically by any governmental entity or ongoing litigation, provided that such access shall not unreasonably interfere with the business operation of the party in possession, reasonable advance written notice shall have been given and the requesting party may only use such information for legitimate business purposes relating to the period prior to the Closing Date. Books and records, including without limitation, historical financial and tax information, acquired by Purchaser or retained by Seller shall be retained by the parties in compliance with applicable governmental requirements for records retention. If at any time within seven (7) years following Closing Purchaser or Seller wishes to dispose of books and records related to the Business, the party wishing to dispose shall give prior written notice to the other party of its intention, specifying the books and records of which it wished to dispose. If, within 45 days of receipt of such notice, the notified party has not given instructions to the notifying party to deliver specified books and records to it, the notifying party may dispose of such books and records. Notice shall be given as described in Section 7.9 below.
(b) Without limiting the provisions of Section 5.8(a), all of the personnel of Camtronics, and all books, records, files and other information, and electronic records, including without limitation, historical financial and tax information, necessary for the Seller or Seller's auditors to promptly complete any financial review of any tax period ending prior to the Closing Date, and prepare any financial statements or other documents pertaining thereto shall be made accessible and reasonably available to Seller provided that such accessibility shall not unreasonably interfere with the business operation of Camtronics.
Access to and Retention of Books and Records. For a period of six years from the Closing Date, each party shall have commercially reasonable access to any books and records of the other party relating to the Purchased Assets and the Assumed Liabilities, and the requesting party, at its own expense, may make copies and extracts when such copies and extracts are required by regulatory authorities, for litigation purposes, or for Tax or accounting purposes; provided that in the event that as of the end of such period, any tax year of Seller is under examination by any Taxing authority, Seller shall inform Purchaser in writing of the audit and such books and records shall be maintained by Purchaser until a final determination of the Tax liability of Seller for that year has been made. If such copies or extracts require use of a party’s equipment or Branches, the user shall reimburse the other party for all costs incurred, including, without limitation, employee expenses.
Access to and Retention of Books and Records. For a period of six (6) years from the Closing Date and to the extent permitted by law, each party shall have commercially reasonable access to any books and records of the other party relating to the Purchased Assets and the Assumed Liabilities, and the requesting party, at its own expense, may make copies and extracts when such copies and extracts are required by regulatory authorities, for litigation purposes, or for tax or accounting purposes; provided that in the event that as of the end of such period, any tax year of Seller is under examination by any taxing authority, such books and records shall be maintained by Purchaser until a final determination of the tax liability of Seller for that year has been made. If such copies or extracts require use of a party's equipment or facilities, the user shall reimburse the other party for all costs incurred, including without limitation employee expenses.
Access to and Retention of Books and Records. Upon execution of this Agreement, Target shall provide Purchaser and the Bank Parties and their representatives, accountants and counsel reasonable access to the Target Offices, employees, depository records, Loan files, and all other documents and other information concerning the Target Offices as a Bank Party may reasonably request; provided that with respect to Target employees, Target's sole obligation shall be to provide the requesting Bank Party with information concerning the name, position, date of hire and salary of Target employees. Target shall provide each Bank Party reasonable assistance in its investigation relating to the Target Offices; provided that the Bank Party's investigation shall be conducted in a manner which does not unreasonably interfere with Target's normal operations, customers and employee relations and provided further that if the Bank Party's investigation occurs during non-business hours, the expenses incurred by Target as a result of such investigation during non-business hours shall be paid by such Bank Party to Target promptly upon the receipt of an invoice therefor. On the Closing Date, to the extent practicable, Purchaser and Purchaser's designee shall receive possession of, and all right, title and interest of Target in, all books and records relating to the Bank Business and the Trust Business, the Assumed Liabilities, and the operation of the Target Offices which are in the possession of Target.
Access to and Retention of Books and Records. For a period of six (6) years from the Closing Date, each party shall have reasonable access to any books and records of the other party relating to the Purchased Assets and the Assumed Liabilities, and the requesting party, at its own expense, may make copies and extracts when such copies and extracts are required by Governmental Authorities, for litigation purposes, or for tax or accounting purposes. If such copies or extracts require use of a party's equipment or facilities, the user shall reimburse the other party for all costs incurred, including without limitation employee expenses.
Access to and Retention of Books and Records. Following the Closing Date, Buyer shall make available to Northland for inspection the books, records, documents, instruments, accounts, correspondence, writings, evidences of title, Tax Returns and other papers relating to Western National as of or prior to the Closing Date which are reasonably necessary for tax or regulatory filings, for seven years or for such longer period as may be required by any law or court order.
Access to and Retention of Books and Records. (a) Upon execution of this Agreement, Bank shall cause each of its officers, directors, and employees to provide Parent and its representatives, accountants and counsel reasonable access during normal business hours to the Leased Premises, Real Property, Bank Offices, employees, depository records, loan files, Bank Financial Statements and all other documents and other information concerning Bank as Parent may reasonably request. Bank shall provide Parent reasonable assistance in its investigation relating to the Real Property and Bank Offices; provided, that Parent’s investigation shall be conducted during normal business hours and in a manner that does not unreasonably interfere with Bank’s normal operations, customers and employee relations; provided, further, that Parent shall not communicate with any employee of Bank (other than Xxxx X. Xxxxxx, Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxxx or Xxxxxxxx Xxxxx), or any customer of Bank with respect to the transactions contemplated by this Agreement or with respect to any business or affairs of the Bank without the prior consent of Bank. Bank shall and shall use its commercially reasonable best efforts to cause its auditors, Xxxxx Xxxxxxxx LLP, to (a) continue to provide Parent and its advisors access to all of Bank’s information used in the preparation of the Bank Financial Statements and (b) cooperate with any reviews performed by Parent or its advisors of any such financial statements or information.
(b) In the event any information that is subject to privilege based upon attorney work product or confidential attorney-client communication (“Privileged Information”) should come into the possession of or is otherwise disclosed to Parent, Parent agrees that (i) such disclosure was inadvertent and is not a waiver of any privilege by Bank; (ii) subject to Applicable Law, Parent will not share such Privileged Information with any Governmental Entity or third party; and (iii) Parent will promptly return to Bank any document containing Privileged Information whenever found or at the request of Bank.
Access to and Retention of Books and Records. For a period of seven (7) years after the Closing Date or for the maximum document retention period required by Law, whichever is longer, the Buyer and the Seller (and to the extent in the possession or control thereof, each Affiliate) shall preserve and retain business records and other accounting, legal, auditing, and other books and records with respect to the Seller’ operation of the Business (collectively, the “Seller Records”). Notwithstanding the foregoing, the Buyer may dispose of any such Seller Records in Buyer’s possession during such period if the same are first offered to the Seller and not accepted by the Seller within twenty (20) Business Days of such offer. During such period, upon a Seller’s reasonable request, the Buyer shall permit such Seller and its representatives to have reasonable access to all Seller Records for all purposes; provided, that in the event that any such Seller Records are subject to any legal privilege, the Parties agree to cooperate to protect such privilege to the extent practicable.
