Access to Records and Employees after Closing Sample Clauses

Access to Records and Employees after Closing. For a period of six (6) years from the Closing Date (or such longer period as may be required of Buyer by any governmental agency or reasonably requested by the Shareholder Parties in connection with disputes or litigation): (a) Buyer shall not (and shall cause the Company not to) dispose of or destroy any of the books, records, files and data of the Company relating to the periods prior to the Closing (“Company Books and Records”) without first offering to turn over possession thereof to Shareholder Parties by written notice to Shareholder Parties at least thirty (30) days prior to the proposed date of such disposition or destruction; and (b) Buyer shall allow (and shall cause the Company to allow) Shareholder Parties and its respective agents reasonable access to all Company Books and Records during normal working hours at the principal place of business of the Company or any location where Company Books and Records are stored, and Shareholder Parties shall have the right, at Shareholder Parties’ expense, to make copies of any Company Books and Records; provided, however, that any such access or copying shall be accomplished in such a manner so as not to interfere with the normal conduct of business of the Company. (c) If any such books or records, or any other documents which the Shareholder Parties have the right to have access to pursuant to this Section 12.5 are produced by Buyer or the Company to an actual or potentially adverse party (e.g., in litigation or in connection with a government investigation), Buyer shall endeavor to immediately make all such books, records and/or documents produced available for inspection and copying by the Shareholder Parties concurrently with the production of such books, records and/or documents. (d) Buyer shall provide to any Shareholder Party so requesting, reasonable assistance, at the Shareholder Party’s actual expense, by providing employees of the Company to act as witnesses and preparing documents, reports and other information requested by the Shareholder Party. (e) Any Shareholder Party may retain copies of any Contracts, documents or records: (i) which relate to properties or activities of such Shareholder Party other than the Company, or (ii) which are required to be retained pursuant to any legal requirement or are subject to the attorney-client privilege, or for financial reporting purposes, for Tax purposes or for legal defense or prosecution purposes.
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Access to Records and Employees after Closing. (a) For a period of seven (7) years after the Closing Date, the Purchaser shall promptly (and in no case later than ten (10) Business Days after receipt of the applicable written notice, unless a longer period is otherwise specified in such notice) provide the Representative and each Seller and each of their respective Subsidiaries and their respective Representatives with reasonable access during normal business hours and upon reasonable written notice to the books and records of the Company and each of its Subsidiaries in respect of any pre-Closing periods, to the extent that such access may reasonably be requested in connection with matters relating to or affected by the operations of the Company or any of its Subsidiaries prior to the Closing Date, for preparation of such Person’s financial reports or Tax Returns, any Tax audits, the defense or prosecution of Legal Proceedings (other than with respect to Legal Proceedings involving disputes between the Purchaser or its Affiliates, on the one hand, and the Sellers or their Affiliates, on the other hand); provided that, notwithstanding the foregoing, (i) such access does not unreasonably interfere with the normal operations of the Purchaser or any of its Affiliates (including the Company or any of its Subsidiaries) and (ii) nothing herein shall require the Purchaser to provide access to, or to disclose any information to, any Seller or its designated representatives if such access or disclosure would reasonably be expected to (A) waive any legal privilege or (B) be in violation of applicable Law or the provisions of any agreement to which the Purchaser, Company or any of its Subsidiaries is a party (provided that, in the case of clauses (A) and (B), the Purchaser shall use its commercially reasonable efforts to provide such access or make such disclosure (or as much of it as possible) in a manner that does not have such consequences). The Representative shall reimburse the Purchaser promptly for any reasonable out of pocket expenses incurred by the Purchaser or its Affiliates in complying with any request by or on behalf of the Sellers in connection with this Section 8.07(a).
Sample 1
Access to Records and Employees after Closing. For a period of six years after the Closing Date, each party hereto shall afford the other parties and their respective Representatives reasonable access to all of the books and records related to the Business and its employees related to the Business to the extent that such access may reasonably be required by such other party in connection with Tax or litigation matters (excluding litigation between the Buyer or EXHIBIT 2.1 any Affiliate of the Buyer, on the one hand, and the Sellers or any of their Affiliates, on the other hand) relating to the Business prior to the Closing Date. Such access shall be afforded upon receipt of reasonable advance notice and during normal business hours, and the party providing such access shall not be responsible for any costs or expenses incurred by it pursuant to this Section 5.9.
Sample 1
Access to Records and Employees after Closing. For a period of three
Sample 1
Access to Records and Employees after Closing. For a period of seven (7) years after the Closing Date, Seller shall have reasonable access to all of the books and records of the Corporation, to the extent that such access may reasonably be required by Seller in connection with matters relating to or affected by the operations of the Corporation prior to the Closing Date, including the preparation of Seller’s financial reports or Tax Returns, any Tax audits, the defense or prosecution of litigation (including arbitration or mediation), and any other reasonable need of Seller to consult such books and records. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Buyer shall provide to Seller reasonable assistance, at Seller’s expense, by providing employees of Buyer and the Corporation to act as witnesses and preparing documents, reports and other information requested by Seller in support of the activities described in this Section 6.16.
Sample 1
Access to Records and Employees after Closing. For a period of two (2) years after the Closing Date, the Parties shall afford one another and their respective Representatives reasonable access to all of the records of the products and manufacturing drawings, inventory, and all technical, sales and promotional literature related to the Acquired Assets to the extent that such access may reasonably be required by the other Parties in connection with tax or litigation matters (excluding litigation between the Buyer or any Affiliate on the one hand and the Seller or any Affiliate on the other hand) relating to the Business prior to the Closing Date. Such access shall be afforded upon receipt of reasonable advance notice and during normal business hours, and the requesting party shall not be responsible for any costs or expenses incurred by them pursuant to this Section 5.8, except for reasonable out-of pocket expenses incurred by the party of whom the request was made. If Buyer or the Seller desire to dispose of any of such records prior to the expiration of such two-year period, they shall, prior to such disposition, give the other party a reasonable opportunity, at such party’s expense, to segregate and remove such records as such party may select.
Sample 1

Related to Access to Records and Employees after Closing

  • Access to Records after Closing (a) For a period of ------------------------------- six years after the Closing Date, Parent and its representatives shall have reasonable access to all of the books and records of the Companies to the extent that such access may reasonably be required by Parent in connection with matters relating to or affected by the operations of the Companies prior to the Closing Date. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Parent shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 13.6(a). If Buyer --------------- or the Companies shall desire to dispose of any of such books and records prior to the expiration of such six-year period, Buyer shall, prior to such disposition, give Parent a reasonable opportunity, at Parent's expense, to segregate and remove such books and records as Parent may select. (b) For a period of six years after the Closing Date, Buyer and its representatives shall have reasonable access to all of the books and records relating to the Companies which Parent or any of its Affiliates may retain after the Closing Date. Such access shall be afforded by Parent and its Affiliates upon receipt of reasonable advance notice and during normal business hours. Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 13.6(b). If Parent or any of its Affiliates shall --------------- desire to dispose of any of such books and records prior to the expiration of such six-year period, Parent shall, prior to such disposition, give Buyer a reasonable opportunity, at Buyer's expense, to segregate and remove such books and records as Buyer may select.

  • Passwords and Employee Access Provider shall secure usernames, passwords, and any other means of gaining access to the Services or to Student Data, at a level suggested by Article 4.3 of NIST 800-63-3. Provider shall only provide access to Student Data to employees or contractors that are performing the Services. Employees with access to Student Data shall have signed confidentiality agreements regarding said Student Data. All employees with access to Student Records shall pass criminal background checks.

  • 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 Employees Staff representatives of the Union shall be allowed to visit work areas of employees during working hours and confer on conditions of employment to the extent that such visitations do not disrupt the work activities of the area being visited. Prior to entering the work area, the representative shall receive permission from the appropriate department head or his/her designee stating the reason(s) for such visitations. Permission shall not be unreasonably denied.

  • 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.

  • 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 and Retention of Records County agrees to provide the State Arresting Agencies, the Legislative Auditor, or their authorized agents with access to any records necessary to determine contract compliance. County agrees to create and retain records supporting the services rendered for a period of eight years after either the completion date of the Agreement or the conclusion of any claim, litigation, or exception relating to the Agreement taken by the State of Montana or third party.

  • 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.

  • 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.

  • 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.

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