ACCESS TO DATA AND RECORDS Sample Clauses

ACCESS TO DATA AND RECORDS. 1. The Association President shall be furnished with copies of all publications, directives or memoranda containing official District interpretations of this Agreement.
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ACCESS TO DATA AND RECORDS. Purchaser shall allow Seller to use during the term of this Agreement all business information and related books and records, including working papers, files, computer discs and tapes, software and hardware requirements and specifications, invoices, credit and sales records, customer lists and agreements, all purchase order based arrangements, supplier lists (including supplier cost information and agreements), manuals, instructions, labeling including electronic files, design drawings, business plans and other plans and specifications, accounting books and records, sales literature, current price lists and discounts, promotional signs and literature, marketing and sales programs and materials, and manufacturing and quality control records and procedures acquired by Purchaser pursuant to the Purchase Agreement and necessary for Seller to use in order for it to fulfill its obligation hereunder (collectively, the “Business Information”). Seller hereby covenants and agrees to return all Business Information (including all copies thereof), whether in written or electronic form, to Purchaser upon the expiration of the Term. Seller agrees to provide Purchaser access to the Business Information during the Term as Purchaser may reasonably request.
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ACCESS TO DATA AND RECORDS. Subject to the rights of third parties and Seller's proprietary rights, Seller shall (i) provide Purchaser and its Agents with reasonable access to Seller's books and records relating to the Assets (both paper and electronic) after Closing as necessary for Purchaser, at Purchaser's cost, to prepare its financial statements, and (ii) assist Purchaser after Closing, at Purchaser's cost, in acquiring the appropriate licenses, permits and authorizations to possess and use all or part of the seismic and geophysical data regarding the Subject Properties, subject to the rights of third parties and to confidentiality or limited use conditions or other conditions or restrictions required by Seller or such third parties and, further, Seller will endeavor in good faith to identify and transfer to Purchaser a license, on Seller's customary terms, on Seller's proprietary seismic and geophysical data owned by Seller on the Execution Date regarding the Subject Properties, on the same terms and conditions as provided in Section 1.2(b)(8).
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ACCESS TO DATA AND RECORDS. Vendor shall provide ESI with full access to all data generated by Vendor in connection with the Vendor Services pertaining to prescribing by ESI Physicians. Furthermore, Vendor shall assist ESI in conducting ESI's own internal review of such data for purposes of monitoring the progress and conduct of the Vendor Services. Vendor shall assist and cooperate with ESI's auditors in the conduct of the annual audit of ESI's financial records and operations subject to Vendor's right to reimbursement of reasonable costs in connection with such efforts. Until the expiration of four years after the performance of Vendor Services under this Agreement or such longer period as may otherwise be required by applicable law, Vendor shall maintain copies of such books and records as may be reasonably necessary to verify the extent and nature of the Vendor Services provided pursuant to this Agreement.
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ACCESS TO DATA AND RECORDS. Subject to the rights of third parties and Seller's proprietary rights, Seller shall (i) provide Purchaser and its Agents with reasonable access to Seller's books and records relating to the Assets (both paper and electronic) before and after
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ACCESS TO DATA AND RECORDS. The consummation of the transactions contemplated by this Agreement is subject to the review and approval of title and due diligence. As soon as practicable after this Agreement is executed by the Parties, Seller agrees to provide Buyer access to its files in its office or electronic access (via virtual data room or Dropbox) to inspect and copy all of Seller’s copies of the Seller Leases and Seller Wxxxx, any and all of the available supporting data, including, but not limited to a copy of each oil and gas lease, paid draft and/or check, lease purchase report, title checks (run sheet and/or take-offs), proof of payment on rental bearing leases, correspondence with any governmental agency or entity, right of way and surface use agreements, contracts, abstract of title, title opinions and any other pertinent documents or information related to the Seller Interests and the lands and depths to be assigned to Buyer (the “Data and Records”). Buyer has until 5:00 p.m. MDT on December 24, 2015 (the “Due Diligence Period”) to perform due diligence related to the Seller Interests. During the Due Diligence Period any Lease Title Defects (as defined below) discovered by Buyer shall be communicated to Seller, in accordance with the notice provisions herein provided, no later than the last day of the Due Diligence Period or shall be deemed forever waived.
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ACCESS TO DATA AND RECORDS. The consummation of the transactions contemplated by this Agreement is subject to the review and approval of title and due diligence, subject to the provisions of paragraphs 13 and 14 below. As soon as practicable after this Agreement is executed by the Parties, Yxxxx agrees to provide Emerald access, at Yxxxx’ offices during normal business hours, to inspect and copy all of Yxxxx’ original physical copies of the Yxxxx Leases and Yxxxx Wxxxx, any and all of the available supporting data, including, but not limited to a copy of each oil and gas lease, paid draft and/or check, lease purchase report, title checks (run sheet and/or take-offs), proof of payment on rental bearing leases, correspondence with any governmental agency or entity, right of way and surface use agreements, contracts, abstract of title, title opinions and any other pertinent documents or information related to the Yxxxx Interests and the lands and depths to be assigned to Emerald (the “Data and Records”). Emerald has until 5:00 p.m. MDT on May 15, 2015 (the “Due Diligence Period”) to perform due diligence related to the Yxxxx Interests. During the Due Diligence Period any Lease Title Defects (as defined below) discovered by Emerald shall be communicated to Yxxxx, in accordance with the notice provisions herein provided, within one Business Day of its discovery or shall be deemed forever waived.
Sample 1
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ACCESS TO DATA AND RECORDS. Subject to the rights of third parties and Seller's proprietary rights, Seller shall (i) provide Purchaser and its Agents with reasonable access to Seller's books and records relating to the Assets (both paper and electronic) before and after Closing as necessary for Purchaser, at Purchaser's cost, to prepare its financial statements, (ii) electronically download Seller's Records regarding accounting, land and lease records at Purchaser's cost regarding the Subject Properties one time from Seller's Records, so long as such electronic downloading efforts are not disruptive of Seller's business or accounting or land departments and (iii) assist Purchaser, at Purchaser's cost, in acquiring the appropriate licenses, permits and authorizations to possess and use all or part of the seismic and geophysical data regarding the Subject Properties, subject to the rights of third parties and to confidentiality or limited use conditions or other conditions or restrictions required by Seller or such third parties.
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Related to ACCESS TO DATA AND RECORDS

  • Access to Data Operator shall make Data in the possession of the Operator available to the LEA within five (5) business days of a request by the LEA.

  • Access to Books and Records From and after the Effective Time until the six (6) year anniversary of the Closing Date, the Parent shall, and shall cause the Surviving Company to, provide the Seller Representative and its authorized Representatives with reasonable access (for the purpose of examining and copying at the Seller Representative’s own cost), during normal business hours, upon reasonable notice, to the books and records which the Group Companies possess as of the Effective Time with respect to periods or occurrences prior to or on the Closing Date to the extent reasonably related to any Tax audits, Tax Returns, insurance claims, governmental investigations, legal compliance, financial statement preparation or any other similar matter arising from the Common Stockholders’ ownership of the Company prior to the Merger Closing. Unless otherwise consented to in writing by the Seller Representative, the Parent shall not, and shall not permit the Surviving Company or any of its Subsidiaries to, for a period of six (6) years following the Closing Date, destroy or delete any of the books and records of any Group Company for any period prior to the Closing Date without first giving reasonable prior notice to the Seller Representative and offering to surrender to the Seller Representative a copy of such books and records or any portion thereof which the Parent, the Surviving Company or any of its Subsidiaries may intend to destroy or delete. Notwithstanding anything to the contrary set forth in this Agreement, the disclosure of information contemplated by this Section 7.01 shall not be required if (i) it would require Parent or any Group Company to disclose information which Parent has reasonably determined upon the advice of counsel could result in the loss of the ability to successfully assert attorney-client privilege or attorney work-product privilege, conflict with any third party confidentiality obligations to which Parent or any of its Affiliates is bound, or would violate any applicable Law, provided, that the Parent and the Group Companies shall reasonably cooperate in good faith to enable the Seller Representative to have permissible access to such information in a manner that would not result in loss of such privilege, conflict with such confidentiality obligations or violation of the Law, and in the case of confidentiality obligations to a third party, shall request the consent of the applicable third party to permit such disclosure, in each case, at the Seller Representative’s sole cost and expense, or (ii) the Parent, the Group Companies or any of its or their respective Affiliates, on the one hand, and the Seller Representative, any Securityholder or any of their respective Affiliates, on the other hand, are adverse parties in any Action and such information is reasonably pertinent thereto. Any access to books, records or personnel of the Group Companies by the Seller Representative in connection with the Closing Statement or any dispute thereof shall be exclusively governed by Section 1.11.

  • Access to Records The Bank shall allow the Customer’s independent public accountants, officers and advisers reasonable access to the records of the Bank relating to the Assets as is required in connection with their examination of books and records pertaining to the Customer’s affairs. Subject to restrictions under applicable law, the Bank shall also obtain an undertaking to permit the Customer’s independent public accountants reasonable access to the records of any Subcustodian which has physical possession of any Assets as may be required in connection with the examination of the Customer’s books and records.

  • Files and Records A. An employee will have the right to review the contents of files concerning the employee, excluding initial references of the district pertaining to said employee or other items statutorily exempt from disclosure originating after initial employment, and to have a representative of the Association accompany him/her in such a review.

  • Access to Tax Records The Companies and their respective Affiliates shall make available to each other for inspection and copying during normal business hours upon reasonable notice all Tax Records in their possession to the extent reasonably required by the other Company in connection with the preparation of Tax Returns, audits, litigation, or the resolution of items under this Agreement.

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