Access to records by Seller Sample Clauses

Access to records by Seller. (a) The Buyer must procure that all Business Records are preserved in respect of the period ending on the Completion Date until the later of:
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Access to records by Seller. After the Closing Date, Sellers and their authorized representatives shall have reasonable access (including copying privileges at Seller’s sole cost and expense) during Buyer’s normal business hours to all the Data pertaining to the Properties for periods prior to the Effective Date for the purpose of prosecuting or defending claims, lawsuits or other proceedings, for audit purposes, or to comply with legal process, rules, regulations or orders of any governmental authority.
Sample 1
Access to records by Seller. Subject to restrictions in any applicable licensing agreements, within ten (10) business days following the Closing Date, Seller shall deliver to Buyer, at Buyer's Houston, Texas address, originals of all non-confidential books, records and other documents in its possession relating to the Properties which comprise the Data, except for accounting records, copies only of which will be furnished to Buyer upon request. For a period of seven (7) years from and after the Closing Date, Seller and its authorized representatives shall have reasonable access (including copying privileges at Seller's sole cost and expense) during Buyer's normal business hours to all books and records of Buyer pertaining to the Properties for periods prior to the Closing Date.
Sample 1
Access to records by Seller. As soon as reasonably possible after the Closing Date but no later than fourteen (14) days after Closing, Seller shall deliver to Buyer, at Seller’ address, or at such other place as any of same may be kept, the originals of all Records, except that Seller may retain (a) the originals of all Records which are related to properties other than the Properties being sold herein, in which case Seller shall deliver duplicate copies of any such retained originals to Buyer, and (b) the originals of all accounting Records, in which case Seller shall deliver duplicate copies of any such retained originals which relate to the Properties to Buyer. For a period of four (4) years after the date of Closing, Buyer will retain the Records delivered to it pursuant hereto and will make such Records available to Seller upon reasonable notice at Buyer’s offices at reasonable times and during office hours.
Sample 1
Access to records by Seller. Buyer and Parent agree to allow representatives of Seller (or its assigns) after the Closing, upon reasonable notice, access to the original Books and Records acquired by Buyer hereunder for the purpose of filing and supporting tax returns and tax audits of Seller (or its assigns) and for the purpose of defending any claim or cause of action which may be alleged or filed against Seller (or its assigns) relative to the Acquired Assets or the Business. Buyer and Parent further agree that they will cooperate with Seller (or its assigns) in such matters to the extent reasonably requested by Seller (or its assigns) at the sole cost of Seller (or its assigns). Buyer and Parent shall preserve such records as may be necessary to support Seller's tax returns and to notify Seller (or its assigns) prior to the destruction of records relating to periods prior to the Closing if the destruction is scheduled to occur within five years of the Closing Date. If Seller (or its assigns) objects to the destruction of such records, Seller (or its assigns) shall be permitted to take possession of such records at the sole expense of Seller (or its assigns).
Sample 1

Related to Access to records by Seller

  • 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 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; 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.

  • 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 Seller with respect to 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 13.6. If Buyer 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 Seller a reasonable opportunity, at Seller’s expense, to segregate and remove such books and records as Seller may select.

  • 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 Information and Records During the period prior to the Closing:

  • 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.

  • Maintenance and Access to Records Keep adequate records, in accordance with GAAP, of all its transactions so that at any time, and from time to time, its true and complete financial condition may be readily determined, and promptly following the reasonable request of the Lender, make such records available for inspection by the Lender and, at the expense of the Borrower, allow the Lender to make and take away copies thereof.

  • Access to Information and Documents Upon Purchaser's request, Seller shall give Purchaser access to Seller's personnel and all its properties, documents and records and shall furnish copies of documents requested by Purchaser. Purchaser shall not improperly disclose the same prior to the Closing.

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