Access to Files and Records Sample Clauses

Access to Files and Records. The State shall have full, immediate, and unrestricted access to the work product of the Counsel during the term of this Agreement. Upon termination or expiration of this Agreement, Counsel shall, without further request and at no cost to the State, turn over to the State all files relating to the work performed under this Agreement. Counsel acknowledges that it may be required to submit to an audit of funds paid pursuant to this Agreement, and shall maintain at its offices all books, accounting records, and other evidence pertaining to costs incurred and invoiced under this Agreement. Any such audit shall be conducted in accordance with IC § 5-11-1-1, et seq., and audit guidelines specified by the State. Such materials shall be available during the term of this Agreement and for three (3) years from the date of termination or expiration, for inspection by the State or its authorized designee. Copies thereof shall be furnished at no cost to the State if requested.
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Access to Files and Records. The State shall have full, immediate, and unrestricted access to the work product of the Counsel during the term of this Agreement. Upon termination or expiration of this Agreement, Counsel shall, without further request and at no cost to the State, turn over to the State all files relating to the work performed under this Agreement. Counsel acknowledges that it may be required to submit to an audit of funds paid pursuant to this Agreement, and shall maintain at its offices all books, accounting records, and other evidence pertaining to costs incurred and invoiced under this Agreement. Such materials shall be available during the term of this Agreement and for three (3) years from the date of termination or expiration, for inspection by the State or its authorized designee. Copies thereof shall be furnished at no cost to the State if requested.
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Access to Files and Records. From and after the Closing Date, Assignee shall permit Assignor or Assignor's designee access to the Loan Documents during normal business hours (with reasonable prior written notice) delivered with respect to this Agreement.
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Access to Files and Records. Subject to the confidentiality provisions contained in the various Noncompetition Agreements between the Buyer and each Principal Shareholder and the Rose Noncompetition Agreement, during the Post-Closing Period, each of the Principal Shareholders shall be entitled, upon proper notice to the Buyer and at times agreed upon by the Buyer, to access (and to make copies thereof) all Files and Records (including without limitation, the Financial Statements), all of which the Buyer agrees to hereafter maintain, store and protect until the seventh year anniversary of the date hereof for the purposes of supplying information to, responding to, assessing, defending or otherwise dealing with (i) Taxes and/or the preparation and filing of personal and corporate Tax returns, (ii) any inquiries or audits of any nature from any governmental body or other third party, (iii) any claims for indemnity under the Agreement, (iv) any Proceedings, and (v) for any other purposes which might be necessitated by application or execution of the terms of this Agreement. At the end of the seven year period, the Buyer shall provide the Principal Shareholders with reasonable notice of its intention to destroy the Files and Records (including, without limitation, the Financial Statements) and, if any Principal Shareholder objects to the destruction of the Files and Records for any reasonable business purpose, the Buyer shall not destroy the Files and Records and shall either retain the Files and Records or deliver them to the objecting Principal Shareholder.
Sample 1
Access to Files and Records. At the request of Buyer, Seller shall from time to time give or cause to be given to the officers, employees, accountants, counsel, agents, consultants and representatives of Buyer: (a) full access during normal business hours, to all accounts, books, deeds, title papers, insurance policies, licenses, contracts, records, engineering information, and files of every character, notes and accounts payable and receivable of Seller with respect to the Stations, which Seller has represented are located at Seller's headquarters in Coconut Grove, Florida; (b) reasonable access to Seller's employees; (c) reasonable access for inspection of the facilities, properties, equipment, machinery, fixtures, furniture, and vehicles used in the operation of the Stations; and (d) all such other information concerning the affairs of the Stations as Buyer may reasonably request. In providing all such information, Seller shall be deemed to have represented and warranted the information to be correct, complete and fully responsive to Buyer's request therefor. Any investigation or examination by Buyer shall not in any way diminish, waive or obviate any representations or warranties of Seller made in this Agreement or in connection herewith. Seller shall cause its accountants and any agent of Seller in possession of Seller's books and records to cooperate with Buyer's requests for information pursuant to this Agreement.
Sample 1

Related to Access to Files and Records

  • Access to Books and Records During the period from the date of this Agreement until the Closing or the earlier termination of this Agreement pursuant to Section 9.01 hereof, Seller shall, and shall cause the Company and each Acquired Company to, (i) provide Buyer and its authorized representatives (“Buyer’s Representatives”) with reasonable access during normal business hours and upon reasonable notice to the offices, properties, books and records (including electronic records) and key employees (including the Employment Agreement Employees) of the Business and (ii) furnish to Buyer and Buyer’s Representatives such additional financial, operating and other relevant data and information about the Business as Buyer may reasonably request for the purpose of preparing to operate the Business following the Closing. In addition, between the date of this Agreement and the Closing, Buyer may have communications with key customers of the Business as mutually and reasonably agreed to by Seller and Buyer. Notwithstanding the foregoing, no access or information provided to Buyer and Buyer’s Representatives pursuant to this Section 6.02 shall unreasonably interfere with the normal operations of the Company and the Acquired Companies, and all requests for such access will be directed to Xxxxxxx Xxxxxx at the Company or such other Person or Persons as the Company may designate in writing to Buyer from time to time. Notwithstanding anything to the contrary in this Agreement, neither Seller nor the Company, any Acquired Company or their respective Affiliates will be required to provide access or disclose any information to Buyer in accordance with this Section 6.02 to the extent that such access or disclosure would be reasonably likely to (x) result in the loss of any attorney-client or other legal privilege (except to the extent such privilege would be preserved by entering into a common interest agreement or similar agreement for the purpose of preserving such privilege, and such agreement in a form reasonably satisfactory to Seller is entered into prior to any such disclosure) or (y) contravene any applicable Laws. Neither Seller nor any Acquired Company nor their subsidiaries makes any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 6.02, and Buyer may not rely on the accuracy of any such information, in each case other than as expressly set forth in the Seller’s representations and warranties contained in Article 3 and Article 4 and the Seller Closing Certificate. No investigation pursuant to this Section 6.02 by Buyer or Buyer’s Representatives shall be deemed to modify any of Seller’s representations and warranties contained in Article 3 and Article 4 or the Seller Closing Certificate. The information provided pursuant to this Section 6.02 will be governed by all the terms and conditions of the Confidentiality Agreement.

  • Access to Records The Contractor and its subcontractors, if any, shall maintain all books, documents, papers, accounting records, and other evidence pertaining to all costs incurred under this Contract. They shall make such materials available at their respective offices at all reasonable times during this Contract, and for three (3) years from the date of final payment under this Contract, for inspection by the State or its authorized designees. Copies shall be furnished at no cost to the State if requested.

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