Access to Information; Books and Records. (a) On and after the Commencement Date, PACTIV shall, and shall cause its Affiliates to, until the 7th anniversary of the Commencement Date, afford to RCP and its employees and authorized representatives during normal business hours reasonable access to their books of account, financial and other records (including accountant’s work papers), information, employees and auditors at the Company’s expense to the extent necessary or useful for the Company in connection with any audit, investigation, or dispute or Litigation (other than any Litigation involving a dispute between the Parties) or any other reasonable business purpose relating to the Business; provided that any such access by RCP shall not unreasonably interfere with the conduct of the business of PACTIV and its Affiliates.
(b) After the Commencement Date, RCP shall, and shall cause its Affiliates to, until the 7th anniversary of the Commencement Date, afford to PACTIV and its employees and authorized representatives reasonable access to RCP’s employees and auditors, retain all books, records (including accountant’s work papers), and other information and documents pertaining to the Business in existence on the Commencement Date and make available for inspection and copying by PACTIV (at PACTIV’s expense) during normal business hours, in each case so as not to unreasonably interfere with the conduct of the business of RCP and its Affiliates, such information (A) as may be required by any Governmental Authority, including pursuant to any applicable Law or regulatory request or to prepare or file any Tax related documentation, (B) as may be necessary for PACTIV or its Affiliates in connection with their ongoing financial reporting, accounting or other purpose related to PACTIV and Company’s affiliation immediately prior to the Commencement date, or (C) as may be necessary for PACTIV or its Affiliates to perform their respective obligations pursuant to this Agreement or in connection with any Litigation (other than any Litigation involving a dispute between the parties), in each case subject to compliance with all applicable privacy Laws.
(c) Notwithstanding anything to the contrary in this Section 7.2, the Party granting access under Section 7.2(a) or Section 7.2(b) may withhold any document (or portions thereof) or information (i) that is subject to the terms of a non-disclosure agreement with a third party (provided that such party shall use commercially reasonable efforts to share such information...
Access to Information; Books and Records. (a) From the date of this Agreement until the Closing Date, Seller shall, and shall cause the Company and the Company Subsidiaries to, maintain the Books and Records in all material respects in the same manner and with the same care that the Books and Records have been maintained prior to the execution of this Agreement. From the date of this Agreement until the Closing Date, the Seller shall cause the Company to give each Purchaser and its authorized Representatives, upon reasonable advance written notice and during regular business hours, reasonable access to the Books and Records; provided that any such access shall be conducted at such Purchaser’s expense, in accordance with applicable Law (including any applicable Law relating to antitrust, competition, employment or privacy issues), and in such a manner as to maintain confidentiality and not to unreasonably interfere with the normal operations of the Company.
(b) Notwithstanding Section 5.02(a), during the period prior to the Closing, the Company shall have no obligation under this Agreement to make available to any Purchaser or its Representatives, or to provide any Purchaser or its Representatives with access to or copies of (i) any personnel file, medical file or related records of any employee of Seller or its Affiliates (including the Company), (ii) any Tax Return filed by Seller or any of its Affiliates (other than the Company) or predecessors, or any related material (except solely for Tax records of, or solely with respect to, Fortitude Re, including pro forma copies of Tax Returns prepared solely with respect to Fortitude Re) or (iii) any other information if Seller determines, in its reasonable judgment, that making such information available would (A) jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine or (B) contravene any applicable Law, Judgment or any fiduciary duty, it being understood that with respect to the items described in the preceding clauses (i) through (iii), Seller and the Company shall (x) cooperate with any requests for, and use its reasonable best efforts to obtain any, waivers and (y) use its reasonable best efforts to make other arrangements (including redacting information or entering into joint defense agreements), in each case, that would enable any otherwise required disclosure to a Purchaser to occur without so jeopardizing any such privilege or immunity or contravening such applicable Law, Judgment ...
Access to Information; Books and Records. A Member may, subject to such reasonable standards as may be established from time to time by the Managers, obtain from the Managers, from time to time upon reasonable demand for any purpose reasonably related to such Member’s interest in the REIT in its capacity as a Member, such information (including, without limitation, that specified in Section 18-305 of the Act) regarding the affairs of the REIT as is just and reasonable. The books and records of the REIT shall be maintained by the REIT at its principal place of business and shall be available upon reasonable notice for inspection by the Members at reasonable hours during any business day.
Access to Information; Books and Records. (a) From the date hereof until the Closing, upon reasonable notice, Sellers shall and shall cause the Business Companies and each of their respective officers, directors, employees, agents and representatives to: (i) afford the officers, employees, authorized agents, accountants, counsel and other representatives of Purchaser (the “Purchaser Representatives”) reasonable access, during normal business hours, to the offices, properties, plants, other facilities, books and records of the Business Companies, and (ii) furnish to Purchaser’s Representatives such additional, readily available financial and operating data and other information regarding the Business and the Business Companies (or legible copies thereof) as Purchaser may from time to time reasonably request;
(b) Purchaser shall: (i) for a period of five years following the Closing, retain all books, documents, information, data, files and other records that relate to the Business, the Business Assets, or the Purchased Business Companies for periods prior to the Closing and which shall have been delivered to Purchaser; (ii) following the Closing, upon reasonable notice, afford Sellers and afford the officers, employees, authorized agents, accountants, counsel and other representatives of Sellers (the “Sellers Representatives”) reasonable access (including for inspection and copying, at Sellers’ expense), during normal business hours, to such books, documents, information, data, files and other records, including in connection with claims, proceedings, actions, investigations, audits and other regulatory or legal proceedings involving or relating to Retained Liabilities, the Business, the Business Assets, or the Purchased Business Companies; and (iii) furnish Sellers and their Representatives reasonable assistance, including access to personnel, in connection with any such claims and other proceedings; provided that (A) Sellers shall reimburse Purchaser for all direct and out-of-pocket costs associated with such assistance and access, (B) such assistance and access shall be given only to the extent it does not interfere with the conduct of Purchaser’s business, and (C) such access shall be granted until the later of five years following the Closing and the expiration date of the applicable statute of limitations (including any extensions) plus 30 days with respect to Tax matters. Purchaser shall permit, promptly upon reasonable request, Sellers and their Representatives to use original copies of any ...
Access to Information; Books and Records. MiliRisk and its duly authorized representatives shall have access, to the extent necessary to perform the services pursuant to Section 2.1, to each of Millers Mutual and Millers Casualty's offices, facilities and records wherever located, in order to discharge MiliRisk's responsibilities hereunder; provided, however, Millers Mutual and Millers Casualty shall provide and make available to MiliRisk and its duly authorized representatives at MiliRisk's Fort Worth, Texas, USA offices, at MiliRisk's request, all such records required by MiliRisk to perform its duties pursuant to this Agreement. All records and materials furnished to MiliRisk by Millers Mutual and Millers Casualty in performance of this Agreement shall at all times during the Term of Agreement remain the property of Millers Mutual and Millers Casualty, as appropriate.
Access to Information; Books and Records. Confidentiality: Power of Attorney ----------------------------------
Access to Information; Books and Records. INSpire and its duly authorized representatives shall have access, to the extent necessary to perform the services pursuant to Section 2.1, to Millers Mutual's offices, facilities and records, wherever located, in order to discharge INSpire's responsibilities hereunder; provided, however, Millers Mutual shall provide and make available to INSpire and its duly authorized representatives at INSpire's Fort Worth, Texas offices, at INSpire's request, all such records required by INSpire to perform its duties pursuant to this Agreement. All records and materials furnished to INSpire by Millers Mutual in performance of this Agreement shall at all times during the Term of Agreement remain the property of Millers Mutual.
Access to Information; Books and Records. DPSI and its duly authorized representatives shall have complete access to RIGCO's offices, facilities and records wherever located, in order to discharge DPSI's responsibilities hereunder; provided, however, RIGCO shall provide and make available to DPSI and its duly authorized representatives at DPSI's Houston offices, at DPSI's request, all such records required by DPSI to perform its duties pursuant to this Agreement. All records and materials furnished to DPSI by RIGCO in performance of this Agreement shall at all times during the Term remain the property of RIGCO. For a period of one year after the end of each Fiscal Year, RIGCO shall have the right to inspect and audit the books and records of DPSI to the extent necessary to verify RIGCO's proportionate share of DPSI's Overhead attributable to such Fiscal Year.
Access to Information; Books and Records. A Member may, subject to such reasonable standards as may be established from time to time by the Manager, obtain from the Manager, from time to time upon reasonable demand for any purpose reasonably related to such Member’s interest in the Company as a Member, such information (including, without limitation, that specified in Section 18-305 of the Act) regarding the affairs of the Company as is just and reasonable. The books and records of the Company shall be maintained by the Company at its principal place of business and shall be available upon reasonable notice for inspection by the Members at reasonable hours during any business day. Word Meanings. The words such as “herein,” “hereinafter,” “hereof” and “hereunder” refer to this Agreement as a whole and not merely to the subdivision in which such words appear unless the context otherwise requires. The singular shall include the plural and the masculine gender shall include the feminine and neuter, and vice versa, unless the context otherwise requires. As used herein, the word “or” shall not be exclusive, and the terms “includes” and “including” and words of similar import shall be deemed to be followed by the words “without limitation” to the extent such words do not already follow any such term.
Access to Information; Books and Records. Following the Closing, Buyer shall cause Company to maintain a reasonable records retention policy in compliance with all applicable Laws. After the Closing, (i) Parent and their accountants, lawyers and other representatives shall be entitled at all reasonable times to have access to and to make copies of the books and records and other information of the Company for the period prior to the Closing for the preparation of Tax Returns and the defense of any Claims related to Parent’s ownership of Company or otherwise related to Parent’s obligation to provide indemnification pursuant to this Agreement and (ii) Buyer and its accountants, lawyers and other representatives shall be entitled at all reasonable times to have access to and to make copies of the books and records and other information of Parent solely to the extent related to the business of the Company.
