Access to Information; Retention of Records Sample Clauses

Access to Information; Retention of Records. (a) During the Pre-Closing Period, to the extent permitted by Law, Parent shall and shall cause its applicable Subsidiaries to afford to Buyer and its Representatives reasonable access to the books, records, properties and employees, during normal business hours, upon reasonable written notice and in accordance with the reasonable procedures established by Parent, in such a manner as not to interfere unreasonably with the operation of the Business, in each case, solely to the extent related to the Business, the Business Companies, Transferred Assets or Assumed Liabilities; provided that Buyer does not conduct any invasive sampling or testing of building materials, soil, groundwater or other environmental media; provided further that none of Parent or any of its Affiliates shall be required to afford such access or furnish such information to the extent Parent believes in good faith that doing so would: (A) jeopardize or result in the loss of attorney-client privilege or work product protection; (B) violate any obligation with respect to confidentiality to any third party or otherwise breach, contravene or violate any then-effective Contract; (C) result in a competitor of Parent or any of its Affiliates receiving information that is competitively sensitive; or (D) breach, contravene or violate any applicable Law (including any Antitrust Law) (provided that Parent shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in clauses (A) through (D)). Notwithstanding anything to the contrary in the foregoing, nothing herein shall require disclosure to Buyer or its Representatives of any information related to (x) the sale of the Business Companies, the Business or the Transferred Assets, including valuations and materials related to the negotiation of this Agreement or the process leading up to the execution of this Agreement, (y) the Retained Businesses, the Excluded Assets or the Excluded Liabilities or (z) any Action in which Parent or any of its Subsidiaries, on the one hand, and Buyer or any of its Subsidiaries, on the other hand, are adverse parties. (b) Buyer shall, and shall cause its Representatives, to hold all information provided, obtained by or furnished to Buyer and its Affiliates and Representatives pursuant to this ‎Section 5.02 as confidential, and all such information shall constitute “Confidential Information” as defined in the Confidentiality Agreement, and shall ...
Sample 1
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Access to Information; Retention of Records. 4.3.1 Any official of the ASUC, and delegate, chair, or officer of Graduate Assembly and any member of the Board may at all reasonable times during regular business hours inspect the books and records of the Auxiliary and make copies and extracts therefrom and may discuss the affairs, accounts and finances of the Auxiliary with its managers and employees, and the University will furnish to the ASUC, Graduate Assembly, and the Board statements which are accurate in all material respects regarding the operations of the Auxiliary, its rental income, its Operating Expenses, and, to the extent known to the University, the operations of third party providers of ASUC Campus Commercial Activities, all at such times and as often as shall be reasonably requested. 4.3.2 The University (or its authorized representatives) may at all reasonable times during regular business hours inspect the books and records of the ASUC and make copies and extracts therefrom and may discuss the affairs, accounts and finances of the ASUC with its officials, and the ASUC will furnish to the University statements which are accurate in all material respects regarding the operations of the ASUC and its disbursements all at such times and as often as shall be reasonably requested. 4.3.3 Copies of all proceedings of the Board shall be distributed to both of the parties to this Agreement as soon as reasonably possible after they become available. 4.3.4 The Board, the Auxiliary and the ASUC shall maintain their respective business, administrative, and financial records and reports in accordance with the record retention policies of the University, but in no event for less than five (5) years.
Sample 1
Access to Information; Retention of Records. From and after the Closing Date, upon reasonable notice, TAP shall, and shall cause its Subsidiaries to, and TAH shall cause TAP and its Subsidiaries to, afford Xxxxxx and Newco and their respective Representatives reasonable access during normal business hours to the offices, properties, books and records, employees and auditors of TAP and such TAP Subsidiaries to the extent they relate to the Retained Business or the Split-off Business (i) to permit Xxxxxx or Newco to reasonably determine any matter relating to their rights and obligations under any Transaction Document, including relating to any Pre-Closing TAP Matters, (ii) to permit Xxxxxx or Newco to prepare and file any and all Tax reports or returns required to be filed by Xxxxxx or Newco or any of their respective Affiliates or (iii) otherwise as reasonably required for purposes of this Agreement or another Transaction Document. From and after the Closing Date, upon reasonable notice, Newco and Xxxxxx shall, and Xxxxxx shall cause Newco to, afford TAH and TAP and their respective Representatives reasonable access during normal business hours to the offices, properties, books and records, employees and auditors of Newco and Xxxxxx to the extent they relate to the Split-off Business or the Retained Business (x) to permit TAH or TAP to determine any matter reasonably relating to their rights and obligations under any Transaction Document, including relating to any Pre-Closing TAP Matters, (y) to permit TAH or TAP to prepare and file any and all Tax reports or returns required to be filed by TAH or TAP or any of their respective Affiliates or (z) otherwise as reasonably required for purposes of this Agreement or another Transaction Document. Without limitation as to the foregoing, (A) TAP shall keep, and shall cause the TAP Subsidiaries to keep, true, accurate and complete records of the Net Sales of the VEP Products in sufficient detail to permit determination of VEP Payments payable under the VEP LLC Operating Agreement and (B) at the request and expense of Newco, upon reasonable notice, TAP shall, and shall cause the TAP Subsidiaries, and TAH shall cause TAP and the TAP Subsidiaries to, afford Xxxxxx and Newco and their Representatives reasonable access during normal business hours to the offices, properties, books and records, employees and auditors of TAP and the TAP Subsidiaries, including VEP LLC, for the purposes of (1) verifying the compliance of VEP LLC and TAP with their covenants in Articl...
Sample 1
Access to Information; Retention of Records. From and after the Effective Time, Parent and Spinco shall each afford the other and its accountants, counsel and other designated representatives reasonable access (including using commercially reasonable efforts to give access to Persons possessing information) and duplicating rights during normal business hours to all Records in its possession relating to the business and affairs of the other Party or a member of its Group (other than data and information subject to an attorney/client or other privilege), including, but not limited to, the shared records, insofar as such access is reasonably required by the other including, without limitation, for audit, accounting, regulatory and litigation purposes. Except as otherwise required by law or agreed to in writing, each Party shall, and shall cause the members of its Group to, retain all information relating to the other Party’s business and affairs in accordance with the past practice of such Party.
Sample 1

Related to Access to Information; Retention 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.

  • Inspection and Retention of Records In addition to any other requirement under this Agreement or at law, Party must fulfill all state and federal legal requirements, and will comply with all requests appropriate to enable the Agency of Human Services, the U.S. Department of Health and Human Services (along with its Inspector General and the Centers for Medicare and Medicaid Services), the Comptroller General, the Government Accounting Office, or any of their designees: (i) to evaluate through inspection or other means the quality, appropriateness, and timeliness of services performed under this Agreement; and (ii) to inspect and audit any records, financial data, contracts, computer or other electronic systems of Party relating to the performance of services under Vermont’s Medicaid program and Vermont’s Global Commitment to Health Waiver. Party will retain for ten years all documents required to be retained pursuant to 42 CFR 438.3(u).

  • Access to Information; Confidentiality (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

  • Retention of Records and Audit A. The Contractor shall maintain all financial data, supporting documents, and all other records relating to performance and billing under this Agreement for a period in accordance with state and federal law, a minimum retention period being no less than four (4) years after final payment under this Agreement. B. The Contractor shall permit the authorized representative of the Judicial Council or its designee or both at any reasonable time to inspect or audit all data relating to performance and billing to the Judicial Council under this Agreement. Without limiting the foregoing, this Agreement is subject to examinations and audit by the State Auditor for a period of three years after final payment.

  • Retention of Records The Contractor and its subcontractors shall maintain all records pertinent to this Agreement, and all other financial, statistical, property, participant records, and supporting documentation for a period of no less than seven (7) years from the later of the date of acceptance of the final payment or until all audit findings have been resolved. If any litigation, claim, negotiation, audit or other action involving the records has been started before the expiration of the retention period, the records shall be retained until completion of the action and resolution of all issues which arise from it, or until the end of the seven (7) years, whichever is later, and until any outstanding litigation, audit, or claim has been fully resolved.

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