Access to Books and Records Following the Closing. Following the Closing, FAAC shall permit the Members and their authorized representatives, during normal business hours and upon reasonable notice, to have reasonable access to, and examine and make copies of, all books and records of the Companies and/or FAAC that relate to transactions or events occurring prior to the Closing or transactions or events occurring subsequent to the Closing that are related to or arise out of transactions or events occurring prior to the Closing; provided, however, (a) that the Members and their representatives shall take such action as is deemed necessary in the reasonable judgment of FAAC and the Companies to schedule such access and visits through a designated officer of the Companies and in such a way as to avoid disrupting the normal business of FAAC and/or the Companies, (b) neither FAAC nor the Companies shall be required to take any action that would constitute a waiver of the attorney-client or other privilege and (c) neither FAAC nor the Companies need supply the Members, or their representatives, with any information which, in the reasonable judgment of FAAC or the Companies (as the case may be) is under a contractual or legal obligation not to supply, including, without limitation, as a result of any governmental or defense industrial security clearance requirement or program requirements of any Governmental Authority prohibiting certain persons from sharing information. FAAC agrees that it shall retain and shall cause the Companies to retain all such books and records for a period of seven years following the Closing, or for such longer period following the Closing as may be required by applicable Law.
Access to Books and Records Following the Closing. Following the Closing, Purchaser shall permit Seller and its authorized representatives, during normal business hours and upon reasonable notice, to have reasonable access to, and examine and make copies of, all books and records which relate to transactions or events occurring prior to the Closing or transactions or events occurring subsequent to the Closing which are related to or arise out of transactions or events occurring prior to the Closing.
Access to Books and Records Following the Closing. Following the Closing, ATS shall permit the Principal Stockholders and their authorized representatives, during normal business hours and upon reasonable notice, to have reasonable access to, and examine and make copies of, all books and records of NSS and/or ATS that relate to transactions or events occurring prior to the Closing or transactions or events occurring subsequent to the Closing that are related to or arise out of transactions or events occurring prior to the Closing; provided, however, (a) that the Principal Stockholders and their representatives shall take such action as is deemed necessary in the reasonable judgment of ATS and NSS to schedule such access and visits through a designated officer of NSS and in such a way as to avoid disrupting the normal business of ATS and/or NSS, (b) neither ATS nor NSS shall be required to take any action that would constitute a waiver of the attorney-client or other privilege and (c) neither ATS nor NSS need supply the Principal Stockholders, or their representatives, with any information which, in the reasonable judgment of ATS or NSS (as the case may be), is under a contractual or legal obligation not to supply, including, without limitation, as a result of any governmental or defense industrial security clearance requirement or program requirements of any Governmental Authority prohibiting certain persons from sharing information.
Access to Books and Records Following the Closing. Following the Closing, SolarWinds shall permit the Equity Holder Representative and its authorized representatives, during normal business hours and upon reasonable notice, to have reasonable access to, and examine and make copies of, all books and records of Confio and/or SolarWinds that relate to transactions or events occurring prior to the Closing or transactions or events occurring subsequent to the Closing that are related to or arise out of transactions or events occurring prior to the Closing; provided, however, (a) that the Equity Holder Representative and his representatives shall take such action as is deemed necessary in the reasonable judgment of SolarWinds and Confio to schedule such access and visits through a designated officer of Confio and in such a way as to avoid disrupting the normal business of SolarWinds and/or Confio, (b) neither SolarWinds nor Confio shall be required to take any action that would constitute a waiver of the attorney-client or other privilege and (c) neither SolarWinds nor Confio need supply the Equity Holder Representative, or his representatives, with any information which, in the reasonable judgment of SolarWinds or Confio (as the case may be), is under a contractual or legal obligation not to supply, including, without limitation, as a result of any governmental or defense industrial security clearance requirement or program requirements of any Governmental Entity prohibiting certain Persons from sharing information.
Access to Books and Records Following the Closing. Following the Closing, Buyer shall permit Seller and its authorized representatives, during normal business hours and upon reasonable notice, to have reasonable access to, and examine and make copies of, all books and records of the Company and each Subsidiary which relate to transactions or events occurring prior to the Closing or transactions or events occurring subsequent to the Closing which are related to or arise out of transactions or events occurring prior to the Closing. Buyer agrees that it shall retain all such books and records for a period of seven years following the Closing or for such longer period following the Closing as may be required by law.
Access to Books and Records Following the Closing. After the Clean-Op Closing and the Drape Business Closing, as applicable, Seller and the Stockholders shall preserve all of the records and books, customer records, and any other records of Seller relating to Clean-Op Business and the Drape Business or the Purchased Assets related thereto until the fifth anniversary of the Clean-Op Closing Date or the Drape Business Closing Date, as applicable, and, until such time, make them available, during normal business hours, to Purchaser and its designees, counsel, accountants, and others authorized by them for inspection and the making of copies thereof. Prior to the disposal of any such materials, Seller shall offer to deliver such materials to Purchaser.
Access to Books and Records Following the Closing. Following the Closing, Purchaser shall permit Sellers and their authorized representatives, during normal business hours and upon reasonable notice, to have reasonable access to, and examine and make copies of, all books and records which relate to transactions or events occurring prior to the Closing or transactions or events occurring subsequent to the Closing which are related to or arise out of transactions or events occurring prior to the Closing. Change of Name. Within thirty (30) days following the Closing Date, each Seller shall (i) file an amendment to its articles of incorporation in order to change its name as may be requested by Purchaser to a name dissimilar to "Vacation Express", "SunTrips" or any other similar name (ii) assign or otherwise transfer to Purchaser to the extent legally possible and commercially practicable the filings relating to VE Holdings' conduct of business under the name "Vacation Express". Each Seller shall do or cause to be done all other acts, including without limitation the payment of any fees required in connection with such change of name, to cause such amendments to become effective in its state of incorporation or formation and all other states in which such Seller is qualified to transact business. After the Closing Date, neither Seller nor any of its Affiliates shall transact business as, or use in the conduct of its businesses or otherwise, the names "Vacation Express" or "SunTrips" or any other similar name. MyTravel Names. After the Closing, Purchaser will not, directly or indirectly use or do business under, or allow any of its respective Affiliates or subsidiaries to use or do business under, any trademark, service xxxx, brand name or trade, corporate or business name consisting of, derived from, including or incorporating any of the MyTravel Names or any other trademark, service xxxx, brand name or trade, corporate or business name confusingly similar to any of the
Access to Books and Records Following the Closing. For a period of three (3) years following the Closing, each party shall permit the other party and its respective authorized representatives, during normal business hours and upon reasonable notice, to have reasonable access to, and examine and make copies of, all books and records which relate to transactions or events related to the operation of the Business occurring prior to the Closing or transactions or events occurring subsequent to the Closing which are related to or arise out of transactions or events related to the operation of the Business occurring prior to the Closing.
Access to Books and Records Following the Closing. (a) Following the Closing, Buyer shall permit Seller and its authorized representatives, during normal business hours and upon reasonable notice, to have reasonable access to, and examine and make copies of, all books and records of the Company which relate to transactions or events occurring prior to the Closing or transactions or events occurring subsequent to the Closing which are related to or arise out of transactions or events occurring prior to the Closing. Buyer agrees that it shall retain all such books and records for a period of seven years following the Closing, or for such longer period following the Closing as may be required by law.
(b) Following the Closing, Seller shall permit Buyer and its authorized representatives, during normal business hours and upon reasonable notice, to have reasonable access to, and examine and make copies of, all books and records of Seller which relate to the Company and to transactions or events occurring prior to the Closing or transactions or events occurring subsequent to the Closing which relate to or arise out of transactions or events occurring prior to the Closing. Seller agrees that it shall retain all such books and records for a period of seven years following the Closing, or for such longer period following the Closing as may be required by law.
Access to Books and Records Following the Closing. Pursuant to Section 1.1, the Seller will deliver to the Purchaser, at Closing, all books and records included within the definition of Purchased Assets and relating to the Purchased Assets and the Business. With respect to original records to be maintained by the Seller after the Closing, the Seller shall preserve such records in accordance with all applicable Legal Requirements and, for a period of two (2) years after the Closing Date, will make them available, during normal business hours, to the Purchaser and its counsel, accountants and other authorized representatives for inspection and the making of copies thereof at the expense of the Purchaser. The Seller may keep a copy of all books and records relating to the Purchased Assets and the Business.
