Books and Records; Access and Information Sample Clauses

Books and Records; Access and Information. From the date of this Agreement until the Effective Time, Isys shall give to Cognex, its officers and representatives reasonable access to the premises, books and records of Isys, and provide Cognex with such financial and operating data and other information with respect to its business and properties as it shall from time to time reasonably request, including, without limitation, all interim financial data as soon as it becomes available; provided, however, that any such investigation shall be conducted in such manner as not to interfere unreasonably with the operation of the business of Isys.
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Books and Records; Access and Information. From the date of this Agreement until the Closing Date, the Company will give to the Purchaser, its officers and representatives reasonable access to the premises, books and records of the Company and its subsidiaries, and provide the Purchaser with such financial and operating data and other information with respect to its business and properties as it shall from time to time reasonably request, including, without limitation, all interim financial data within five (5) days of it becoming available; provided, however, that any such investigation shall be conducted in such manner as not to interfere unreasonably with the operation of the business of the Company.
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Books and Records; Access and Information. From the date of this Agreement until the Closing, the Sellers shall, and shall cause the Company to, give to the Buyer, its officers and representatives reasonable access to the premises and the Books and Records of the Company, and provide the Buyer with such financial and operating data and other information as the Buyer shall from time to time reasonably request; provided, however, that any such investigation shall be conducted in such manner as not to interfere unreasonably with the operation of the Business, and any information so provided shall be subject to the Confidentiality Agreement (as defined in Section 10.12) and Section 6.5 of this Agreement; and provided further that nothing herein shall require the Company to furnish to the Buyer or provide the Buyer with access to information or employees which legal counsel for the Company reasonably concludes may give rise to issues under any federal, state or foreign Law that is designated or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolizing or restraint of trade or lessening of competition.
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Books and Records; Access and Information. From the date of this Agreement until the Effective Time, ITK shall give, and cause each of the ITK Subsidiaries to give, to Digi and Digi's officers and representatives reasonable access to its premises during normal business hours, books and records, provide Digi with such financial and operating data and other information with respect to its business and properties as Digi shall from time to time reasonably request, including, without limitation, all interim financial data as soon as it becomes available, and cooperate in the preparation of consolidated financial statements for ITK for the six months ending June 30, 1998; provided, however, that any such investigation shall be conducted in such manner as not to interfere unreasonably with the operation of the business of ITK and the ITK Subsidiaries.
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Books and Records; Access and Information. From the date of this ----------------------------------------- Agreement until the Closing, the Sellers and the Shareholder shall give to the Buyer, its officers and representatives reasonable access to the premises, books and records of the Sellers relating to the Purchased Assets, and provide the Buyer with such financial and operating data and other information with respect to the Terminals as it shall from time to time reasonably request, including, without limitation, all interim financial data as soon as it becomes available; provided, however, that any such investigation shall be conducted in such manner as not to interfere unreasonably with the operation of the Terminals.
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Books and Records; Access and Information. From the date of this Agreement until the Effective Time, CDC shall give, and cause each of the CDC Subsidiaries to give, to Digi and Digi's officers and representatives reasonable access to its premises, books and records, and provide Digi with such financial and operating data and other information with respect to its business and properties as Digi shall from time to time reasonably request, including, without limitation, all interim financial data as soon as it becomes available; provided, however, that any such investigation shall be conducted in such manner as not to interfere unreasonably with the operation of the business of CDC and the CDC Subsidiaries.
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Books and Records; Access and Information. From the date of this Agreement until the Effective Time, InfoAccess shall give to IntraNet Solutions, its officers and representatives reasonable access to the premises, books, and records of InfoAccess, and provide IntraNet Solutions with such financial and operating data and other information with respect to its business and properties as it shall from time to time reasonably request, including, without limitation, all interim financial data as soon as it becomes available; provided, however, that any such investigation shall be conducted in such manner as not to interfere unreasonably with the operation of the business of InfoAccess.
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Books and Records; Access and Information. (a) Thistle BV shall keep, or cause the Newco Subsidiaries to keep, books and records of the type typically maintained by Persons engaged in similar businesses and which set forth a true, accurate and complete account of the business and affairs of the Newco Group, including a fair presentation of all income, expenditures, assets and liabilities thereof of each Business Unit. The books and records of the Newco Group shall be kept in Dollars. Such books and records shall include all information reasonably necessary to permit the preparation of consolidated financial statements and Tax Returns required by Applicable Law as provided in Annex 3 (including Tax Returns to be filed by members of the AT&T group of companies or BT group of companies on which information pertaining to the Newco Group must be reported) and, with respect to financial statements, in accordance with U.S. GAAP. Thistle BV shall bear the cost of providing financial and accounting information reasonably required by each parent in the preparation of such parent's own financial statements, including the cost of preparing any reconciliation statements to U.K. GAAP. (b) Each of the AT&T Parties and the BT Parties and their auditors and other representatives shall be entitled to, and shall upon request by the relevant party be supplied with: (i) full access (including copying facilities), at reasonable times and on reasonable notice, to the separate books, records, accounts, regulatory filings, documents, Tax Returns, premises, processes, systems, business activities, management and auditors of the Newco Group, whether in connection with such party's own internal audit of the Newco Group or otherwise; and (ii) all information, including monthly management accounts, operating statistics, details of tax payments and other trading and financial information (including the information described in Section 6.7), in such form and at such times as such party may reasonably require to keep it properly informed about the business and affairs of the Newco Group and to fulfill such party's own group reporting requirements.
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Related to Books and Records; Access and Information

  • Access and Information The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors or (c) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

  • Records and Information 14.1 A Sector Association and an Operator must retain records of all information required to be supplied to the Administrator under these Rules. 14.2 In particular, an Operator must retain: 14.2.1 sufficient records to allow the Administrator to verify whether a target unit has met its target, including sufficient records to allow the accurate verification of throughput and annual consumption of energy of a target unit; and 14.2.2 records of energy saving actions and measures implemented during each target period. 14.3 A Sector Association and an Operator must make all records which it is required to retain under these Rules available for inspection by the Administrator or a person appointed by the Administrator and must provide copies of such records in response to a request by the date specified in the request. 14.4 All records required to be retained under these Rules must be retained throughout the duration of an agreement and for a period of four years following the termination of an agreement.

  • Books and Records; Access The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. For so long as the Sterling Entities beneficially own 5% or more of the Company’s then outstanding voting securities, the Company shall, and shall cause its Subsidiaries to, permit the Sterling Entities and their respective designated representatives, at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary. For so long as the Sterling Entities beneficially own 5% or more of the Company’s then outstanding voting securities, the Company shall, and shall cause its Subsidiaries to, provide the Sterling Entities, in addition to other information that might be reasonably requested by the Sterling Entities from time to time, (i) direct access to the Company’s auditors and officers, (ii) the ability to link Sterling Partners’ systems into the Company’s general ledger and other systems in order to enable the Sterling Entities to retrieve data on a “real-time” basis, (iii) quarter-end reports, in a format to be prescribed by the Sterling Entities, to be provided within 30 days after the end of each quarter, (iv) copies of all materials provided to the Board (or equivalent governing body) at the same time as provided to the Directors (or their equivalent), (v) access to appropriate officers and Directors of the Company at such times as may be requested by the Sterling Entities, as the case may be, for consultation with each of the Sterling Entities with respect to matters relating to the business and affairs of the Company and its Subsidiaries, (vi) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the certificate of incorporation or bylaws of the Company or any of its Subsidiaries, and to provide the Sterling Entities, with the right to consult with the Company and its Subsidiaries with respect to such actions, (vii) flash data, in a format to be prescribed by the Sterling Entities, to be provided within ten days after the end of each quarter and (viii) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its Subsidiaries (all such information so furnished pursuant to this Section 3.1, the “Information”). The Company agrees to consider, in good faith, the recommendations of the Sterling Entities in connection with the matters on which the Company is consulted as described above. Subject to Section 3.2, any Sterling Entity (and any party receiving Information from a Sterling Entity) who shall receive Information shall maintain the confidentiality of such Information, and the Company shall not be required to disclose any privileged Information of the Company so long as the Company has used its commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Sterling Entities without the loss of any such privilege.

  • CONFIDENTIALITY of RECORDS and INFORMATION 20.1. XXXXXXXXXX agrees to maintain confidentiality of information and records as required by applicable Federal, State and local laws, regulations and rules. CONTRACTOR shall not use or disclose confidential information other than as permitted or required by this Agreement and will notify COUNTY of any discovered instances of breaches of confidentiality. CONTRACTOR shall ensure that any subcontractors’ agents receiving confidential information related to this Agreement agree to the same restrictions and conditions that apply to CONTRACTOR with respect to such information. XXXXXXXXXX agrees to hold COUNTY harmless from any breach of confidentiality, as set forth in the hold harmless provisions contained herein. 20.1.1. HIPAA/ Protected Health Information. If CONTRACTOR is a covered entity under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) or the HIPAA Business Associate Agreement (BAA) Addendum is included as part of this Agreement, it is obliged to comply with applicable requirements of law and subsequent amendments relating to any protected health information, as well as any task or activity CONTRACTOR performs on behalf of COUNTY, to the extent COUNTY would be required to comply with such requirements. If this Agreement has been determined to constitute a business associate relationship under HIPAA and the HIPAA regulations, CONTRACTOR is the Business Associate of COUNTY and agrees to the HIPAA Business Associate Agreement (BAA) Addendum exhibit attached to this Agreement. 20.1.2. 42 C.F.R. Part 2/ Drug and Alcohol Abuse Records. If CONTRACTOR is a covered program under the Confidentiality of Alcohol and Drug Abuse Patient Records Act, 42 C.F.R. Part 2 or signs the Qualified Service Organization Agreement (QSOA), it is obliged to comply with applicable requirements of law and subsequent amendments relating to any protected health information and patient identifying information, as well as any task or activity CONTRACTOR performs on behalf of COUNTY, to the extent COUNTY would be required to comply with such requirements. If this Agreement has been determined to constitute a qualified service organization relationship under 42 C.F.R. Part 2 and the 42 C.F.R. Part 2 regulations, CONTRACTOR is the Qualified Service Organization of COUNTY and agrees to enter into the Qualified Service Organization Agreement (QSOA) Addendum contained as an exhibit to this Agreement.

  • Documents and Information After the Closing Date, the Purchaser and the Company shall, and shall cause their respective Subsidiaries to, until the seventh (7th) anniversary of the Closing Date, retain all books, records and other documents pertaining to the business of the Target Companies in existence on the Closing Date and make the same available for inspection and copying by the Purchaser Representative during normal business hours of the Company and its Subsidiaries, as applicable, upon reasonable request and upon reasonable notice. No such books, records or documents shall be destroyed after the seventh (7th) anniversary of the Closing Date by the Purchaser or its Subsidiaries (including any Target Company) without first advising the Purchaser Representative in writing and giving the Purchaser Representative a reasonable opportunity to obtain possession thereof.

  • Documentation and Information Such Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, the Merger or any other transactions contemplated by the Business Combination Agreement or this Agreement, such Stockholder’s identity, the aggregate number of Subject Shares owned by Stockholders subject to this Agreement, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Stockholder agrees to promptly give Parent any information necessary for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes with respect to information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

  • Data and Information In furtherance of the authority contained in this Article 5, one or more of the Parties are authorized to obtain, compile, maintain, share, and exchange among themselves, or with one or more third parties, information related to any aspect of intermodal transport, equipment use, inland or marine terminals, operations, cargo throughput, transportation or traffic volumes, equipment use, and/or other information pertaining to matters authorized under this Article 5. Such information may include records, statistics, studies, compilations, projections, costs, data, and electronic or paper documents of any kind or nature whether prepared by a Party or the Parties or obtained from outside sources, relating to matters authorized by Article 5.

  • Reports and Information Contractor shall at such times and in such forms as the City may require furnish the City such periodic reports as it may request pertaining to the work or services undertaken pursuant to this Agreement, the costs and obligations incurred or to be incurred in connection therewith, and any other matters are covered by this Agreement as specified in Exhibit A and Exhibit E.

  • Use of Contract Documents and Information 3.5.1 The tenderer shall not, without the Procuring entity’s prior written consent, disclose the Contract, or any provision therefore, or any specification, plan, drawing, pattern, sample, or information furnished by or on behalf of the Procuring entity in connection therewith, to any person other than a person employed by the tenderer in the performance of the Contract. 3.5.2 The tenderer shall not, without the Procuring entity’s prior written consent, make use of any document or information enumerated in paragraph 3.5.1 above 3.5.3 Any document, other than the Contract itself, enumerated in paragraph 3.5.1 shall remain the property of the Procuring entity and shall be returned (all copies) to the Procuring entity on completion of the Tenderer’s performance under the Contract if so required by the Procuring entity

  • RECORDS; ACCESS The Advisor shall maintain appropriate records of all its activities hereunder and make such records available for inspection by the Directors and by counsel, auditors and authorized agents of the Company, at any time or from time to time during normal business hours. The Advisor shall at all reasonable times have access to the books and records of the Company.

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