Access to Book and Records Sample Clauses

Access to Book and Records. The Company agrees that, after Closing and for so long as the Funds in the aggregate beneficially own directly or indirectly at least 10% of the outstanding shares of Common Stock on a fully diluted basis, each Fund will have access on reasonable terms to the books, records and employees of the Company and its Subsidiaries and to the provision by the Company of all information reasonably requested by such Fund, subject to confidentiality obligations that at the time may be owed by the Company to third parties, to appropriate confidentiality arrangements and requirements of law.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Access to Book and Records. The Company agrees that, after Closing and for so long as a WC beneficially owns, directly or indirectly, at least 40% of the Originally Issued Shares, WC will have access on reasonable terms to the books, records and employees of the Company and the Subsidiaries and to the provision by the Company of all information reasonably requested by WC, subject to confidentiality obligations that at the time may be owed by the Company to third parties, to appropriate confidentiality arrangements and requirements of law.
Sample 1Sample 2Sample 3
Access to Book and Records. Prior to the Closing, Essex and Nexans shall each permit the other and the other’s representatives to have reasonable access to its books and records, and its officers and employees and the officers and employees of its Subsidiaries, in each case (i) during regular business hours and upon reasonable advance notice to the other, (ii) to the extent that such access does not unreasonably interfere with the business of Essex UK or its Subsidiaries or the Nexans WW Entities or their respective Subsidiaries, as the case may be, and (iii) solely for the purpose of and to the extent reasonably necessary to evaluate the Essex WW Business, the Nexans WW Business or the other Party’s ability to perform its obligations under this Agreement or the Ancillary Documents; provided that any such representatives shall comply with the confidentiality obligations contained herein and in the Nondisclosure Agreement and Confidentiality Agreement, as applicable; and provided, further, that the foregoing shall not (i) require Essex or Nexans to permit any inspection, or to disclose any information, that in its reasonable judgment would result in the disclosure of any trade secrets of third parties or trade secrets of Essex or Nexans unrelated to the transactions contemplated by this Agreement or any Ancillary Document or violate any of Essex’s, Nexans’, or any of their respective Subsidiaries’ or Affiliates’ legal obligations or obligations with respect to confidentiality, provided that Essex or Nexans, as the case may be, shall, upon the request of the other party, have (x) used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, and (y) informed the other Party in writing that notwithstanding such efforts, it is prohibited from disclosing such information (specifying the nature of such non-disclosed information) or (ii) require any disclosure by Essex or Nexans, or any of their respective Subsidiaries that would be reasonably likely to, as a result of such disclosure, have the effect of causing the waiver of any attorney-client privilege; provided, that Essex or Nexans, as the case may be, shall have used its commercially reasonable efforts to effect disclosure without the waiver of attorney-client privilege.
Sample 1
Access to Book and Records. Buyer and Acquisition will allow Sellers and Sellers' Representatives to have access to the books and records of the Company and Acquisition for any reasonable tax or business purpose related to the Company's operations prior to Closing.
Sample 1

Related to Access to Book and Records

  • Access to Books and Records During the course of this transaction through Closing, each party agrees to make available for inspection all corporate books, records and assets, and otherwise afford to each other and their respective representatives, reasonable access to all documentation and other information concerning the business, financial and legal conditions of each other for the purpose of conducting a due diligence investigation thereof. Such due diligence investigation shall be for the purpose of satisfying each party as to the business, financial and legal condition of each other for the purpose of determining the desirability of consummating the proposed transaction. The Parties further agree to keep confidential and not use for their own benefit, except in accordance with this Agreement any information or documentation obtained in connection with any such investigation.

  • Access to Properties and Records (a) CCE shall, and shall cause TPC to, afford to ETP and ETP’s accountants, counsel and representatives full reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the business, properties, Liabilities and personnel related to TPC as ETP may request, provided, however, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege.

  • Maintenance of Book and Records The Borrower will, and will cause its Restricted Subsidiaries to, maintain proper books of record and account containing entries of all material financial transactions and matters involving the assets and business of the Borrower and its Restricted Subsidiaries that are full, true and correct in all material respects and permit the preparation of consolidated financial statements in accordance with GAAP.

  • Maintaining Records; Access to Properties and Inspections Maintain all financial records in accordance with GAAP and permit any persons designated by the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Lender to visit and inspect the financial records and the properties of the Borrower or any of the Subsidiaries at reasonable times, upon reasonable prior notice to the Borrower, and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any persons designated by the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Lender upon reasonable prior notice to the Borrower to discuss the affairs, finances and condition of the Borrower or any of the Subsidiaries with the officers thereof and independent accountants therefor (so long as the Borrower has the opportunity to participate in any such discussions with such accountants), in each case, subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract.

  • Access to Collateral; Books and Records At reasonable times, on three (3) Business Days' notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower's Books. The foregoing inspections and audits shall be conducted at Borrower's expense and no more often than once every twelve (12) months (or more frequently as Bank determines in its sole discretion that conditions warrant) unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The charge therefor shall be One Thousand Dollars ($1,000.00) per person per day (or such higher amount as shall represent Bank's then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank's rights or remedies) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

  • Access to Premises and Records Between the date of this Agreement ------------------------------ and the Closing Date, Seller will give Buyer and its counsel, accountants and other representatives full access during normal business hours upon reasonable notice to all the premises and books and records of the Business and to all the Assets and to the System personnel and will furnish to Buyer and such representatives all such documents, financial information, and other information regarding the Business and the Assets as Buyer from time to time reasonably may request; provided that no such investigation will affect or limit the scope of any of Seller's representations, warranties, covenants and indemnities in this Agreement or any Transaction Document or limit liability for any breach of any of the foregoing.

  • Access to Bank's Records (a) Bank shall create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of Customer under the 1940 Act, with particular attention to Section 31 thereof and rules 31a-1 and 31a-2 thereunder. All such records shall be property of Customer. Bank will allow Customer's duly authorized officers, employees, and agents, including Customer's independent public accountants, and the employees and agents of the SEC access at all times during the regular business hours of Bank to such records. Except, in the case of access by the SEC as otherwise required by the SEC, such access will be subject to reasonable notice to Bank. Subject to restrictions under Applicable Law, Bank also will obtain an undertaking to permit Customer's independent public accountants reasonable access to the records of any Subcustodian of Securities held in the Securities Account as may be required in connection with such examination.

  • Access to Information and Records During the period prior to the Closing:

  • Information and Records (a) Lessee shall promptly furnish to Lessor all such information as Lessor may from time to time reasonably request regarding the Aircraft or any part thereof, its use, registration, location and condition. In addition, Lessee shall, on each Maintenance Payments Date and the Termination Date, furnish to Lessor a monthly maintenance status report substantially in the form of Schedule 5.

  • Offices and Records Borrower's place of business, or Borrower's Chief executive office, if Borrower has more than one place of business, is located at 0000 Xxxxxxx Xxxxx, Xxxxxxx, XX 00000. Unless Borrower has designated otherwise in writing this location is also the office or offices where Borrower keeps its records concerning the Collateral.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!