Access to Information; Maintenance of Records Sample Clauses

Access to Information; Maintenance of Records. (a) Between the date of this Agreement and the Closing Date, the Company shall, during ordinary business hours, upon reasonable notice (i) give APDN and APDN Subreasonable access to the Company's books, records, plants, offices and other facilities relating to the Purchased Assets or where the Purchased Assets are located, (ii) permit APDN to make such reasonable inspections thereof as they may reasonably request, and (iii) furnish APDN and APDN Sub with such financial and operating data and other information with respect to the Purchased Assets as APDN and APDN Sub may from time to time reasonably request. Notwithstanding anything in this Section 8.2(a) to the contrary, APDN and APDN Sub shall not have access to the Company's employee records and personnel and medical records. (b) All information furnished to or obtained by the Buyers or any of the Buyers' Representatives or any of the Sellers or any of the Sellers' Representatives pursuant to this Agreement shall be treated as Confidential Information of the disclosing party for all purposes. Each Party agrees to hold in confidence, and protect, such Confidential Information with the same degree of care as it uses for its own Confidential Information, and in any event at least a reasonable degree of care. (c) For a period of three (3) years after the Closing, the Buyers and their respective successors and assigns shall have reasonable access to each of the Sellers' books and records relating to the Purchased Assets, including all information pertaining to the Assumed Agreements or other matters relating to the Purchased Assets. Such access shall be afforded by the Party in possession of such books and records upon receipt of reasonable advance notice and during normal business hours; provided, however, that (i) any such access shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of any Party, (ii) no Party shall be required to take any action which would constitute a waiver of the attorney-client privilege, and (iii) no Party need supply the other party with any information which such Party is under a legal obligation not to supply. The Party exercising this right of access shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 8.2(c). If the Party in possession of such books and records shall desire to dispose of any such books and records upon or prior to the expiration of such period, such Party shall, prior to s...
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Access to Information; Maintenance of Records. (a) Following the Closing, for a period of the later of (i) six (6) years after the Closing Date and (ii) the date of entry of an order of the Bankruptcy Court closing the Bankruptcy Case, or if converted to a case under Chapter 7 of the Bankruptcy Code, an order of the Bankruptcy Court closing such case, each party and its representatives shall have reasonable access to all of the books and records compiled with respect to the period prior to the Closing Date relating to the Business or the Acquired Assets, including all information pertaining to the Assumed Contracts, all employee records or other personnel and medical records required by law, legal process or subpoena, in the possession of the other party to the extent that such access may reasonably be required by such party in connection with the Assumed Contracts or Excluded Liabilities, or other matters relating to or affected by the operation of the Business and the Acquired Assets. (b) Such access shall be afforded by the party in possession of such books and records upon receipt of reasonable advance notice and during normal business hours; provided, however, that: (i) any such access shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of any party; (ii) no party shall be required to take any action which would constitute a waiver of the attorney-client privilege; (iii) no party shall be required to take any action which would reveal confidential or proprietary information, except that any information relating to the Business prior to the Closing shall not be deemed to be deemed confidential or proprietary information; and (iv) no party shall be required to supply the other party with any information which such party is under a legal obligation not to so supply. The applicable party exercising this right of access shall be solely responsible for any costs or expenses incurred by it hereunder. (c) If the party in possession of such books and records shall desire to dispose of any such books and records prior to the expiration of such period, such party shall, prior to such disposition, give the other party a reasonable opportunity at such other party's expense, to segregate and remove such books and records as such other party may select.
Sample 1
Access to Information; Maintenance of Records. (a) For a period of three years after the Closing Date each Party and its Representatives shall have reasonable access to all of the Books and Records compiled with respect to the period prior to the Closing Date, in the possession of the other Party to the extent that such access may reasonably be required by such Party, or other matters relating to or affected by the operation of the Acquired Assets. (b) Such access shall be afforded by the Party in possession of such Books and Records upon receipt of reasonable advance notice and during normal business hours; provided, however, that: (i) any such access shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of that Party; (ii) no Party shall be required to take any action which would constitute a waiver of the attorney-client privilege or contravene any fiduciary duty or binding agreement entered into prior to the date of this Agreement; (iii) no Party shall be required to take any action which would reveal confidential or proprietary information or trade secrets; (iv) no Party shall be required to supply the other Party with any information which such Party is under a legal obligation not to supply; and (v) no Party shall be required to take any action that would contravene any applicable Law. The applicable Party exercising this right of access shall be solely responsible for any costs or expenses incurred by it hereunder. (c) If the Party in possession of such Books and Records shall desire to dispose of any such Books and Records prior to the expiration of such period, such Party shall, prior to such disposition, give the other Party a reasonable opportunity at such other Party’s expense, to segregate and remove such Books and Records as such other Party may select.
Sample 1
Access to Information; Maintenance of Records. Between the date of this Agreement and the Closing Date, Seller shall, during ordinary business hours, upon reasonable notice, (i) give Buyer reasonable access to all physical locations, books, and records constituting the Acquired Assets to which Buyer is not denied access by law; (ii) permit Buyer to make such reasonable inspections thereof as Buyer may reasonably request; and (iii) furnish Buyer with such financial and operating data and other information to the extent relating to Acquired Assets as Buyer may from time to time reasonably request; provided, however, that (A) any such access shall be conducted in such a manner so as not to interfere unreasonably with the operation of Seller’s business and shall be at the expense of Buyer; (B) Seller shall not be required to take any action which would constitute a waiver of the attorney-client privilege; and (C) Seller need not supply Buyer with any information which Seller is under a legal obligation not to supply.
Sample 1

Related to Access to Information; Maintenance of Records

  • Access to Information Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Such Purchaser acknowledges and agrees that neither the Placement Agent nor any Affiliate of the Placement Agent has provided such Purchaser with any information or advice with respect to the Securities nor is such information or advice necessary or desired. Neither the Placement Agent nor any Affiliate has made or makes any representation as to the Company or the quality of the Securities and the Placement Agent and any Affiliate may have acquired non-public information with respect to the Company which such Purchaser agrees need not be provided to it. In connection with the issuance of the Securities to such Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to such Purchaser.

  • Access to Information and Records During the period commencing thirty (30) days prior to the Closing Date, the Seller shall give Buyer, its counsel, accountants and other representatives (i) access during normal business hours to all of the properties, books, records, contracts and documents of the Seller for the purpose of such inspection, investigation and testing as Buyer deems appropriate (and the Seller shall furnish or cause to be furnished to Buyer and its representatives all information with respect to the business and affairs of the Seller as Buyer may request); (ii) access to employees, agents and representatives for the purposes of such meetings and communications as Buyer reasonably desires; and (iii) access to vendors, customers, manufacturers of its machinery and equipment, and others having business dealings with the Seller. Through the Closing Date, the Buyer and its Affiliates shall not disclose any Proprietary Information obtained pursuant to this paragraph to any third parties and until the Closing Date will not use any such Proprietary Information in the Buyer's business or any affiliated business without the prior written consent of the Seller and then only to the extent specified in that consent. Consent may be granted or withheld at the sole discretion of the Seller. The Buyer shall not contact any suppliers, customers, employees, affiliates or associates to circumvent the purposes of this provision. The Buyer shall take all steps reasonably necessary or appropriate to maintain the strict confidentiality of the Proprietary Information through the Closing Date.

  • Maintenance of Records I agree to keep and maintain adequate and current written records of all Inventions made by me (solely or jointly with others) during the term of my employment with the Company. The records will be in the form of notes, sketches, drawings, and any other format that may be specified by the Company. The records will be available to and remain the sole property of the Company at all times.

  • Furnishing of Information and Inspection of Records The Borrower will furnish to the Deal Agent, each Lender, the Backup Servicer and the Collateral Agent, from time to time, such information with respect to the Loans and Contracts as may be reasonably requested, including, without limitation, a computer file or other list identifying each Loan and Contract by pool number, account number and dealer number and by the Outstanding Balance and identifying the Obligor on such Loan or Contract. The Borrower will, at any time and from time to time during regular business hours, upon reasonable notice, permit the Deal Agent, each Lender, the Backup Servicer and the Collateral Agent, or its agents or representatives, to examine and make copies of and abstracts from all Records, to visit the offices and properties of the Borrower for the purpose of examining such Records, and to discuss matters relating to the Loans or Contracts or the Borrower’s performance hereunder and under the other Transaction Documents with any of the officers, directors, employees or independent public accountants of the Borrower having knowledge of such matters; provided, however, that the Deal Agent, each Lender and the Collateral Agent each acknowledges that in exercising the rights and privileges conferred in this Section 5.1(m) it or its agents and representatives may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Borrower has a proprietary interest. The Deal Agent, each Lender and the Collateral Agent each agrees that all such information, practices, books, correspondence and records are to be regarded as confidential information and agrees that it shall retain in strict confidence and shall use its reasonable efforts to ensure that its agents and representatives retain in strict confidence, and will not disclose without the prior written consent of the Borrower, any such information, practices, books, correspondence and records furnished to them except that it may disclose such information: (i) to its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives (provided that such Persons are informed of the confidential nature of such information); (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Deal Agent, any Lender, the Collateral Agent or its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent, any Lender or the Collateral Agent on a non-confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent, any Lender or the Collateral Agent should be (A) required under the Transaction Documents or in connection with any legal or regulatory proceeding or (B) requested by any bank regulatory authority to disclose such information; or (v) to any Lender or prospective assignee or Lender; provided, that the relevant Lender shall notify such prospective assignee or Lender of the confidentiality provisions of this Section 5.1(m).

  • Access to Certain Documentation and Information Regarding the Loans The Servicer shall provide access to the Trustee or to its designees at its request, and to Certificateholders which are savings and loan associations, banks or insurance companies, the OTS, the FDIC and the supervisory agents and examiners of the OTS and the FDIC or examiners of any other federal or state banking or insurance regulatory authority to the documentation regarding the Loans if so required by applicable regulations of the OTS or other regulatory authority, such access to be afforded without charge but only upon reasonable request and during normal business hours at the offices of the Servicer designated by it. The Trustee or its designee may without charge copy any document or electronic record maintained by the Servicer hereunder.

  • Access to Certain Documentation and Information The Trustee shall provide the related Certificateholders or Certificate Owners with access to a copy of each report, if any, received by it as holder of the Deposited Underlying Certificates under the Underlying Agreement. The Trustee shall also provide the Depositor and the Underlying Certificate Seller with access to any such report and to all written reports, documents and records required to be maintained by the Trustee in respect of its duties hereunder. Such access shall be afforded without charge but only upon reasonable request evidenced by prior written notice received by the Trustee two Business Days prior to the date of such proposed access and during normal business hours at offices designated by the Trustee.

  • Maintenance Retention and Audit of Records The Bank shall maintain all books, documents, papers, accounting records and other evidence pertaining to costs incurred and services provided pursuant to this Agreement, and shall make such information available at its office during the Purchase Period and for four years from the date of final payment of Reimbursement Obligations under this Agreement, until completion of all audits, or until pending litigation has been completely and fully resolved, whichever occurs last.

  • Access to Certain Documentation and Information Regarding the Receivables The Servicer shall provide to the Indenture Trustee and the Owner Trustee reasonable access to the documentation regarding the Receivables. The Servicer shall provide such access to any Noteholder or Certificateholder only in such cases where a Noteholder or a Certificateholder is required by applicable statutes or regulations to review such documentation. In each case, such access shall be afforded without charge but only upon reasonable request and during normal business hours at offices of the Servicer designated by the Servicer. Nothing in this Section 4.03 shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding Obligors, and the failure of the Servicer to provide access as provided in this Section 4.03 as a result of such obligation shall not constitute a breach of this Section 4.03.

  • Access to Certain Documentation and Information Regarding Receivables The Servicer shall provide to representatives of the Trustee, the Owner Trustee and the Trust Collateral Agent reasonable access to the documentation regarding the Receivables. In each case, such access shall be afforded without charge but only upon reasonable request and during normal business hours. Nothing in this Section shall affect the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this Section.

  • Inspection of Records and Reports Every Trustee shall have the right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Trust. This inspection by a Trustee may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents. No Shareholder shall have any right to inspect any account, book or document of the Trust that is not publicly available, except as conferred by the Trustees. The books and records of the Trust may be kept at such place or places as the Board of Trustees may from time to time determine, except as otherwise required by law.

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