Access to Records and Properties of Sellers Sample Clauses

Access to Records and Properties of Sellers. From and after the date of this Agreement, Sellers shall, upon reasonable advance notice, afford to Buyer's officers, independent public accountants, counsel, lenders, consultants and other representatives, access during normal business hours to all books, documents, records, properties, facilities and personnel that relate to the Business and furnish or cause to be furnished to Buyer such financial, tax and other operating data and other information as Buyer may reasonably request. From and after the date of this Agreement, Sellers shall afford representatives of Buyer the right, upon reasonable notice and at reasonable times, to inspect the Acquired Business and their condition and be provided reasonable access to their officers, advisors, counsel, trade vendors, customers, employees, properties and facilities, provided that Buyer shall not take any action which unreasonably interferes with the operation of the Business, provided, further, that Buyer shall not be entitled to perform any environmental sampling. Buyer, however, shall not be entitled to access to any trade vendors, customers, employees or any materials containing privileged communications, competitive information, or information about employees, access to or disclosure of which may violate any Applicable Law (including applicable anti-trust law). Any and all information obtained by Buyer or Buyer's officers, independent public accountants, counsel, lenders, consultants and other representatives pursuant to this Section 5.2 shall be subject to and maintained in compliance with the Confidentiality Agreement. Sellers hereby agree that they will retain until all appropriate statutes of limitations (including any extensions) expire, copies of all Tax Returns and supporting work schedules and other records or information which may be relevant to such Tax Returns, except for such Tax Returns, supporting work schedules and other records which Buyer shall acquire as a consequence of this Agreement (provided that Sellers may elect not to retain any such copies if they give such copies or make such copies available to Buyer), and that they will not destroy or otherwise dispose of such materials without first providing Buyer with a reasonable opportunity to review and copy such materials. Sellers will promptly deliver to Buyer copies of all pleadings, motions, notices, statements, schedules, applications, reports and other papers filed in the Bankruptcy Cases relating to this Agreement or the
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Access to Records and Properties of Sellers. Subject to any confidentiality agreements heretofore entered into between Buyer and Sellers, from and after the date of this Agreement until the Closing Date, Sellers shall afford to Buyer’s officers, independent public accountants, counsel, lenders, consultants and other representatives, reasonable access for examination at all reasonable times to the Sellers’ assets, property, employees, customers, landlords, vendors and all records or other information pertaining to the Acquired Assets or the Business. Buyer, however, shall not be entitled to access to any materials containing privileged communications or information about employees, disclosure of which might violate an employee’s reasonable expectation of privacy. Buyer expressly acknowledges that nothing in this Section 8.1 is intended to give rise to any contingency to Buyer’s obligations to proceed with the transactions contemplated herein.
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Access to Records and Properties of Sellers. From and after the date hereof until the Closing Date, the Sellers shall afford (i) to all representatives of Purchaser and Purchaser's lenders, free and full access at all reasonable times to the assets, properties, books and records of Sellers in order that Purchaser may have full opportunity to make investigations of the assets and affairs of Sellers, and to such additional data and other information about the Business and properties of Sellers as Purchaser shall reasonably request or that the Sellers believe in good faith Purchaser would want to see in making its investment decision hereunder, and (ii) to the accountants of Purchaser or other Persons conducting financial due diligence, free and full access at all times to work papers and other records of Sellers' accountants relating to the Business. Any such investigation made pursuant to clause (i) or (ii) shall not affect or otherwise diminish any of the representations, warranties, covenants or agreements of the Sellers hereunder or Purchaser's rights to indemnification or otherwise. All information to which Purchaser is given access shall be kept strictly confidential except as required by law, statute, rule or regulation and, should the transactions contemplated hereby fail to be consummated, all such information shall be returned to the Sellers, or destroyed.
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Access to Records and Properties of Sellers. From and after the date of this Agreement until the Closing Date, Sellers shall afford to Buyer’s officers, independent public accountants, counsel, lenders, consultants and other representatives, reasonable access for examination at all reasonable times to the Property and all records pertaining to the Property or the Business. Buyer, however, shall not be entitled to access to any materials containing privileged communications or information about employees, disclosure of which might violate an employee’s reasonable expectation of privacy. Buyer expressly acknowledges that nothing in this Section 9 is intended to give rise to any contingency to Buyer’s obligations to proceed with the transactions contemplated herein.
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Related to Access to Records and Properties of Sellers

  • 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:

  • Access to Records and Documents It shall permit the Administrative Agent (or any Person designated by the Administrative Agent, subject to delivery of standard confidentiality agreements) to, upon reasonable advance notice and during normal business hours, 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 designees; provided, further, that an officer or employee of the Borrower or 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 Borrower’s accountants, on the other hand. The Administrative Agent shall provide two (2) Business Days’ prior notice to the Borrower and the Lenders of any such visit and any Lender shall be permitted to accompany the Administrative Agent in such visit.

  • Access to Records after Closing (a) For a period of six years after the Closing Date, Seller and its representatives shall have reasonable access to all of the books and records of the Business transferred to Buyer hereunder 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 Business prior to the Closing Date. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 11.6(a). If Buyer shall desire to dispose of any of such books and records prior to the expiration of such six-year period, it shall, prior to such disposition, give Seller a reasonable opportunity, at Seller’s expense, to segregate and remove such books and records as the other party may select.

  • Maintaining Records; Access to Properties and Inspections Maintain all financial records in accordance with GAAP and permit any persons designated by the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Lender to visit and inspect the financial records and the properties of the Borrower or any of the Subsidiaries at reasonable times, upon reasonable prior notice to the Borrower, and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any persons designated by the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Lender upon reasonable prior notice to the Borrower to discuss the affairs, finances and condition of the Borrower or any of the Subsidiaries with the officers thereof and independent accountants therefor (so long as the Borrower has the opportunity to participate in any such discussions with such accountants), in each case, subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract.

  • RECORDS AND STATEMENTS The records of the Trustee pertaining to the Plan must be open to the inspection of the Plan Administrator, the Advisory Committee and the Employer at all reasonable times and may be audited from time to time by any person or persons as the Employer, Plan Administrator or Advisory Committee may specify in writing. The Trustee must furnish the Plan Administrator or Advisory Committee with whatever information relating to the Trust Fund the Plan Administrator or Advisory Committee considers necessary.

  • Access to Records The Bank shall allow the Customer’s independent public accountants, officers and advisers reasonable access to the records of the Bank relating to the Assets as is required in connection with their examination of books and records pertaining to the Customer’s affairs. Subject to restrictions under applicable law, the Bank shall also obtain an undertaking to permit the Customer’s independent public accountants reasonable access to the records of any Subcustodian which has physical possession of any Assets as may be required in connection with the examination of the Customer’s books and records.

  • 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.

  • Return of Records and Property Upon termination of Executive’s employment with the Company or at any time upon the Company’s request, Executive shall promptly deliver to the Company any and all of the Company’s and its Affiliate’s records and any and all of the Company’s and its Affiliate’s property in his possession or under his control, including manuals, books, blank forms, documents, letters, memoranda, notes, notebooks, reports, printouts, computer disks, computer tapes, source codes, data, tables or calculations and all copies thereof, documents that in whole or in part contain any trade secrets or Confidential Information of the Company or its Affiliates and all copies thereof, and keys, access cards, access codes, passwords, credit cards, personal computers, telephones and other electronic equipment belonging to the Company or its Affiliates.

  • Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings (a) Keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all requirements of law are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each of its subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender to visit and inspect the financial records and the properties of such Person at reasonable times and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent or any Lender to discuss the affairs, finances and condition of such Person with the officers thereof and independent accountants therefor.

  • Documents, Records and Funds in Possession of the Master Servicer To Be Held for Trustee.

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