Access to Records and Employees Sample Clauses

Access to Records and Employees. Subsequent to Closing. (a) For a period of five years following the Closing, or for such longer periods as may be required by Law, any Authority or ongoing litigation with respect to any Third Party Action in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, event, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act or transaction (collectively, "Occurrence" ) prior to the Effective Time involving any of the Operating Companies, Sellers and Buyer shall retain or cause to be retained all material business records (including without limitation all material records used or useful in the preparation of Tax returns) relating solely to the operation, prior to the Effective Time, of the B-Line Business. Sellers and Buyer shall provide or cause to be provided duly authorized representatives of the other (the "Requesting Party") displaying appropriate credentials and subject to appropriate assurances of confidentiality reasonable access to all such business records for bona fide business reasons at any time during regular business hours for a period of five years after the Closing Date or such later time as is required for retention of such business records, and subject to the requirements of applicable laws, regulations or agreements, the Requesting Party may make abstracts from, or make copies of, any such business records as it may deem desirable, at its own expense. In connection with any review of such business records, Sellers or Buyer shall provide to such duly authorized representatives of the Requesting Party: (A) access to and the testimony of (to the extent of their reasonable best efforts) employees who are familiar with such business records and who can assist such representatives, at the Requesting Party's own expense, in locating, explaining or otherwise reviewing such business records; and (B) permission to use copying facilities, clerical services and telephones at the Requesting Party's expense. Neither Sellers on the one hand, nor Buyer on the other, shall destroy any material business records related solely to the B-Line Business without first giving the other prior written notice thereof and 90 days thereafter either to consent to such destruction or to take possession of such records. Notwithstanding the foregoing, nothing in this Section 6.3.3 shall be construed so as to waive any right to recover under Article Eight any expenses relate...
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Access to Records and Employees. The Franchisee shall, where so requested by DLRL, use all reasonable endeavours to ensure that DLRL may have direct access to: 22.3.1 such information, data or records relating to the Franchisee which is maintained by direct Sub-Contractors and which DLRL is entitled to have access to, or have copies of, from the Franchisee under this Agreement; and 22.3.2 the Franchisee Employees and/or other personnel or contractors employed or engaged by the Franchisee or its Affiliates to assist DLRL in connection with the Railway and the Franchisee shall ensure that DLRL is given reasonable assistance by such persons.
Sample 1
Access to Records and Employees. During the term of this Agreement and for a period of six months thereafter, each party will maintain customary books and records relating to the Transition Services (including, without limitation, the amounts invoiced for such Transition Services) and will provide to the other party copies of such records and access to employees knowledgeable about such records as may reasonably be requested by the other party.
Sample 1
Access to Records and Employees. Pending Closing, Seller shall at all reasonable times and upon reasonable prior notice make the properties, assets, books and records pertaining primarily to the Business (but not including any books, records or documents relating to the White Top Business, other than the White Top Records) available for examination, inspection and review by Purchaser and its lenders, agents and representatives for the purpose of (i) enabling Purchaser to prepare to take over the operation of the Business and (ii) facilitating Purchaser’s financing of the transactions contemplated hereby; provided, however, Purchaser’s inspections and examinations shall be conducted during normal business hours and shall not unreasonably disrupt the normal operations of the Business. Furthermore, Seller shall make available, and provide Purchaser with reasonable access to, the Employees to conduct job interviews, pre-job screening and benefits enrollment, and to facilitate other employment-related processes. No such review or access by Purchaser or its lenders, agents or representatives, nor the existence of this Section 5.01, shall be interpreted as any manner of “due diligence” condition precedent to the consummation of any of the transactions contemplated hereby.
Sample 1
Access to Records and Employees. During the Examination Period (as defined in Article 10.1), Seller shall grant Buyer access to the Records as defined in Article 15.4 and all accounting and tax files relating to the Properties during Seller’s normal business hours upon reasonable prior notification, subject to the CNIA. The Records and all accounting and tax files relating to the Properties shall be made available at their present location together with suitable office facilities for review purposes. Seller will use commercially reasonably efforts to make its employees available for Buyer to interview as reasonably requested by Buyer, at or reasonably near the normal place of employment or residence for each such employee. Buyer agrees that it shall not contact any of Seller’s employees without first coordinating such contact with Seller.
Sample 1
Access to Records and Employees. From today until the Closing, the Ferro Sellers will cause the Powder Coatings Business to afford duly authorized representatives of the RandH Buyers free and full access during normal business hours to all of the assets, properties, books, records, and employees of the Powder Coatings Business and will permit such representatives to make abstracts from, or take copies of, such books, records, or other documentation, or to obtain temporary possession of any thereof as may be reasonably required by the RandH Buyers. During such period, the Ferro Sellers will furnish to the RandH Buyers such information concerning the Powder Coatings Business, and its assets, liabilities, or condition as the RandH Buyers may request. Notwithstanding the foregoing, however, the Ferro Sellers will not be obligated to disclose or make available to the RandH Buyers any information concerning the Powder Coatings Business that, in the reasonable opinion of Ferro's counsel, should not be disclosed to the RandH Buyers as a matter of law. Conformed Copy
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Access to Records and Employees 
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Related to Access to Records and Employees

  • Access to Records after Closing (a) For a period of six (6) years after the Closing Date, the Seller Parties and their representatives shall have reasonable access to all of the books and records of the Business transferred to the Buyer hereunder to the extent that such access may reasonably be required by the Seller Parties in connection with matters relating to or affected by the operations of the Business prior to the Closing Date. Such access shall be afforded by the Buyer upon receipt of reasonable advance notice and during normal business hours. The Seller Parties shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 11.7(a). If the Buyer shall desire to dispose of any of such books and records prior to the expiration of such six (6) year period, it shall, prior to such disposition, give the Seller Parties a reasonable opportunity, at the Seller Parties' expense, to segregate and remove such books and records as the other party may select. (b) For a period of six (6) years after the Closing Date, the Buyer and its representatives shall have reasonable access to all of the books and records relating to the Business which the Seller Parties or any of their Affiliates may retain after the Closing Date (including, but not limited to Tax Returns solely to the extent related to the Purchased Assets or the Business). Such access shall be afforded by the Seller Parties and their Affiliates upon receipt of reasonable advance notice and during normal business hours. The Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 11.7(b). If the Seller Parties or any of their Affiliates shall desire to dispose of any of such books and records prior to the expiration of such six-(6) year period, such party shall, prior to such disposition, give the Buyer a reasonable opportunity, at the Buyer’s expense, to segregate and remove such books and records as the other party may select.

  • Access to Records and Documents It shall permit the Administrative Agent (or, if Independent Accountants are not engaged by the Collateral Manager or the Borrower, Protiviti, Inc. or another nationally recognized audit firm selected by the Administrative Agent with prior notice to the Borrower and subject to delivery of standard confidentiality agreements) to, upon reasonable advance notice and during normal business hours, but, so long as no Event of Default has occurred and is continuing, no more than one (1) time per calendar year, visit and inspect and make copies thereof at reasonable intervals (i) its books, records and accounts relating to its business, financial condition, operations, assets and its performance under the Facility Documents and the Related Documents and to discuss the foregoing with its and such Person’s officers, partners, employees and accountants, and (ii) all of its Related Documents, in each case as often as the Administrative Agent may reasonably request; provided that so long as no Event of Default has occurred and is continuing, the Borrower shall be responsible for all costs and expenses for only one such visit per fiscal year by the Administrative Agent or its respective designees; provided, further, that an officer or employee of the Collateral Manager shall have the opportunity to be present at any discussion between the Administrative Agent, any Lender or any other Person designated by the Administrative Agent, on the one hand, and the Collateral Manager’s accountants, on the other hand. The Administrative Agent shall provide two (2) Business Days’ prior notice to the Lenders of any such visit and any Lender shall be permitted to accompany the Administrative Agent in such visit. Any such visit and inspection shall be made simultaneously with any visit and inspection pursuant to Section 5.01(e).

  • Access to Records and Personnel Indivior shall ensure the IRO has access to all records and personnel necessary to complete the reviews listed in this Section III.E., and that all records furnished to the IRO are accurate and complete.

  • 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.

  • ACCESS TO RECORDS AND REPORTS The Contractor must maintain an acceptable cost accounting system. The Contractor agrees to provide the Sponsor, the Federal Aviation Administration, and the Comptroller General of the United States or any of their duly authorized representatives access to any books, documents, papers, and records of the contractor which are directly pertinent to the specific contract for the purpose of making audit, examination, excerpts and transcriptions. The Contractor agrees to maintain all books, records and reports required under this contract for a period of not less than three years after final payment is made and all pending matters are closed.

  • Access to Records and Properties (a) From the date hereof until the Closing Date or earlier termination of this Agreement, Seller will, and will cause the Companies and their Subsidiaries to: (i) provide Purchaser and its officers, counsel and other representatives with reasonable access during normal business hours to the operations of the Companies and their Subsidiaries, their principal personnel and representatives, and such books and records pertaining to the Companies and their Subsidiaries as Purchaser may reasonably request, provided that (A) Purchaser agrees that such access will give due regard to minimizing interference with the operations, activities and employees of the Companies and their Subsidiaries, (B) such access and disclosure would not violate the terms of any agreement to which the Companies or any of their Subsidiaries is bound or any applicable Law and (C) all arrangements for access shall be made solely through Seller; and (ii) furnish to Purchaser or its representatives such additional financial and operating data and other information relating to the Companies and their Subsidiaries as may be reasonably requested, to the extent that such access and disclosure would not (A) violate the terms of any agreement to which the Companies or any of their Subsidiaries is bound or any applicable Law, or (B) cause significant competitive harm to the Companies or any of their Subsidiaries or their Affiliates if the transactions contemplated by this Agreement are not consummated. (b) From the date hereof until the Closing Date, Purchaser agrees that all information so received from Seller, the Companies and their Subsidiaries shall be deemed received pursuant to the Confidentiality Agreement and that each shall, and shall cause its Affiliates and each of its and their representatives to, comply with the provisions of the Confidentiality Agreement with respect to such information, and the provisions of the Confidentiality Agreement are hereby incorporated herein by reference with the same effect as if fully set forth in this Agreement.

  • AUDITS; ACCESS TO RECORDS The CONTRACTOR shall make available to the COUNTY, its authorized agents, officers, or employees, for examination any and all ledgers, books of accounts, invoices, vouchers, cancelled checks, and other records or documents evidencing or relating to the expenditures and disbursements charged to the COUNTY, and shall furnish to the COUNTY, within sixty (60) days after examination, its authorized agents, officers or employees such other evidence or information as the COUNTY may require with regard to any such expenditure or disbursement charged by the CONTRACTOR. The CONTRACTOR shall maintain full and adequate records in accordance with County requirements to show the actual costs incurred by the CONTRACTOR in the performance of this Agreement. If such books and records are not kept and maintained by CONTRACTOR within the County of Mendocino, California, CONTRACTOR shall, upon request of the COUNTY, make such books and records available to the COUNTY for inspection at a location within County or CONTRACTOR shall pay to the COUNTY the reasonable, and necessary costs incurred by the COUNTY in inspecting CONTRACTOR’s books and records, including, but not limited to, travel, lodging and subsistence costs. CONTRACTOR shall provide such assistance as may be reasonably required in the course of such inspection. The COUNTY further reserves the right to examine and reexamine said books, records and data during the four (4) year period following termination of this Agreement or completion of all work hereunder, as evidenced in writing by the COUNTY, and the CONTRACTOR shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatsoever for four

  • Access to Records; Copies The Assuming Bank agrees to permit the Receiver and the Corporation access to all Records of which the Assuming Bank has custody, and to use, inspect, make extracts from or request copies of any such Records in the manner and to the extent requested, and to duplicate, in the discretion of the Receiver or the Corporation, any Record in the form of microfilm or microfiche pertaining to Deposit account relationships; provided, that in the event that the Failed Bank maintained one or more duplicate copies of such microfilm or microfiche Records, the Assuming Bank hereby assigns, transfers, and conveys to the Corporation one such duplicate copy of each such Record without cost to the Corporation, and agrees to deliver to the Corporation all Records assigned and transferred to the Corporation under this Article VI as soon as practicable on or after the date of this Agreement. The party requesting a copy of any Record shall bear the cost (based on standard accepted industry charges to the extent applicable, as determined by the Receiver) for providing such duplicate Records. A copy of each Record requested shall be provided as soon as practicable by the party having custody thereof.

  • RECORD RETENTION AND ACCESS TO RECORDS Provided Contractor is given reasonable advance written notice and such inspection is made during normal business hours of Contractor, the State or any duly authorized representatives shall have unimpeded, prompt access to any of Contractor’s books, documents, papers, and/or records which are maintained or produced as a result of the project for the purpose of making audits, examinations, excerpts, and transcriptions. All records related to this agreement shall be retained by Contractor for three (3) years after final payment is made under this agreement and all pending matters are closed; however, if any audit, litigation or other action arising out of or related in any way to this project is commenced before the end of the three (3) year period, the records shall be retained for one (1) year after all issues arising out of the action are finally resolved or until the end of the three (3) year period, whichever is later.

  • Governmental Access to Records BA shall make its internal practices, books and records relating to the use and disclosure of Protected Information available to CE and to the Secretary of the U.S. Department of Health and Human Services (the “Secretary”) for purposes of determining BA’s compliance with HIPAA [45 C.F.R. Section 164.504(A)(2)(ii)(I)]. BA shall provide CE a copy of any Protected Information and other documents and records that BA provides to the Secretary concurrently with providing such Protected Information to the Secretary.

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