Access to Books, Records. Personnel and Properties; Cooperation and Preparation of Financial Statements,
Access to Books, Records. (a) Administrator and Reinsureds shall each make the Books and Records (which term, for purposes of this Administrative Services Agreement if the context requires, shall include (i) any such material developed after the date hereof by a Party or its Affiliates and (ii) any archived Books and Records) in its possession or under its control reasonably available to Reinsureds or Administrator, as applicable, or their Representatives during normal office hours for such auditing or any other purposes related to the LPT Reinsurance Agreement or this Administrative Services Agreement as Reinsureds or Administrator, as applicable, may require. Reinsureds or Administrator, as applicable, shall, at their own expense, be entitled to make copies of the Books and Records for these purposes. Administrator will provide all needed information, including access to claim files and personnel, for the purpose of periodically updating actuarial studies of gross liabilities of the Business Covered. This obligation shall survive the expiration of this Administrative Services Agreement and shall continue for so long as Administrator may have any liability arising under this Administrative Services Agreement or the LPT Reinsurance Agreement.
(b) Administrator shall make the Books and Records and its personnel reasonably available at any such location and manner as may be required by the terms of any Third Party Reinsurance Agreement.
(c) The Books and Records shall at all reasonable times be open for inspection by Administrator (where such Books and Records are being kept by Reinsureds) and by Reinsureds (where such Books and Records are being kept by Administrator) and (in each case) their respective Representatives during normal business hours and on reasonable notice, for such auditing or other purposes as Administrator or Reinsureds may require. Administrator shall permit Reinsureds and their Representatives, and Reinsureds shall permit Administrator and its Representatives, to make copies of such Books and Records. This obligation shall survive the expiration of this Administrative Services Agreement and continue for so long as Administrator may have any liability arising under this Administrative Services Agreement or the LPT Reinsurance Agreement.
(d) Upon Administrator’s reasonable request, Reinsureds shall transfer to Administrator any archived Books and Records that Administrator requests pertaining to the Business Covered.
(e) Administrator shall not, and shall cause it...
Access to Books, Records. After the Closing, (a) MHC shall provide Contributor with access to, and shall allow Contributor to make copies of, any books, records, and documents obtained by MHC from Contributor pursuant to this Agreement, to the extent Contributor needs any such books, records or documents for conducting an audit for income tax purposes, for preparation of income tax returns of Contributor or its partners, or in connection with litigation, and (b) Contributor shall provide MHC with access to, and shall allow MHC to make copies of, any books, records, and documents in the possession or control of Contributor not otherwise deliverable to MHC pursuant to this Agreement relating to Contributor's interests in the Communities, to the extent MHC needs any such books, records or documents for conducting an audit for income tax purposes, for preparation of income tax returns of Contributor or its partners, or in connection with litigation.
Access to Books, Records. Access to the books and records of account ----------------------- of the Company shall be made available to the Stockholders or their authorized representatives at all reasonable times during normal business hours. Whenever reasonably so requested by a Stockholder, the Company shall make information regarding its business operations and financial condition available to such Stockholder.
Access to Books, Records. The County may, at reasonable times, inspect the books and records of the pro tem Hearing Examiner relating to the performance of this Contract.
Access to Books, Records. (a) From and after the Closing for a period of three (3) years following the Closing Date (or, if earlier, the closing of the Chapter 11 Cases), Sellers will provide Buyer and its representatives with reasonable access, during normal business hours, and upon reasonable advance notice, to the books and records, including work papers, schedules, memoranda, Tax Returns, Tax schedules, Tax rulings, and other documents relating to the Company or its Subsidiaries (for the purpose of examining and copying) relating to the Purchased Assets, the Excluded Assets, the Assumed Liabilities or the Excluded Liabilities, in each case, in Sellers’ possession or control and solely to the extent concerning periods or occurrences prior to the Closing Date as may be reasonably requested by Purchaser (x) to comply with legal, contractual, regulatory, stock exchange and financial reporting requirements, (y) to satisfy any audit, accounting or similar requirement, or (z) to satisfy any other bona fide legal compliance, accounting or tax purpose; provided that nothing herein will require Sellers to provide access to, or to disclose any information to, Purchaser if such access or disclosure (A) would result in the waiver of any attorney-client, work-product or other legal privilege or accountant privilege, (B) would reasonably be expected to violate any applicable Laws, or (C) would violate any fiduciary duty; provided that Sellers will use commercially reasonable efforts to provide a reasonable alternative means of accessing any such information in a manner that is not inconsistent with the foregoing; provided further that no such access shall be required in connection with a proceeding between Buyer or any of its Affiliates, on the one hand, and any Seller or any of its Affiliates, on the other hand.
(b) From and after the Closing for a period of three (3) years following the Closing Date (or, if earlier, the closing of the Chapter 11 Cases), Buyer will provide Sellers and their representatives with reasonable access, during normal business hours, and upon reasonable advance notice, to the books and records, including work papers, schedules, memoranda, Tax Returns, Tax schedules, Tax rulings, and other documents transferred to Buyer pursuant to this Agreement (for the purpose of examining and copying) relating to the Purchased Assets, the Excluded Assets, the Assumed Liabilities or the Excluded Liabilities, in each case, in Buyer’s possession or control and solely to the extent c...
Access to Books, Records. After the Closing Date, Buyer shall cause the Company to provide Seller and its authorized representatives reasonable access for inspection and copying during regular business hours to the books and records of the Company pertaining to periods during which the Stock was owned by Seller for any reasonable business purpose, including the preparation and filing of tax returns or any other reports required to be made to governmental or quasi-governmental agencies, including securities exchanges, the resolution of disputes with third parties, and the like. The Seller shall not disclose any such information to third parties without the consent of the Company except to the extent that such disclosure is required by law, but the Company shall not be entitled to withhold its consent to any proposed disclosure that could not reasonably be expected to adversely affect the Company's business or its competitive market position. Seller shall reimburse to the Company any reasonable, out-of-pockets costs or disbursements incurred or made by the Company in satisfying its obligations under this subsection 4.1.4.
Access to Books, Records. Each Party may, at reasonable times, and upon prior notification inspect the records of the other party relating to performance of this Agreement. County and AWWD shall keep all records required by this Agreement in accordance with statutory archival requirements.
Access to Books, Records. Allow Bank, or its agents, during normal -------------------------- business hours and after giving reasonable notice to the Borrower, access to the books, records and such other documents of Borrower as Bank shall reasonably require, and allow Bank to make copies thereof at Bank's expense.
Access to Books, Records. 17 Each party may, at reasonable times, inspect the books and records of the other party 18 relating to performance of this Agreement. Each party shall keep all records required by this 19 Agreement for five years after termination of this Agreement.
