Books and Records; Access to Information. (a) To the extent not previously assigned, contributed, conveyed, transferred, delivered, and accepted in accordance with Section 2.2(a) or Section 2.3, from and after the Distribution Time, (i) SWBI shall, and shall cause the other members of the SWBI Group to, assign, contribute, convey transfer, and deliver to AOUT or any AOUT Designee any books and records that are AOUT Assets (or copies of relevant portions thereof if such books and records also contain information not related to the Outdoor Products and Accessories Business) found to be in the possession of SWBI or any other member of the SWBI Group in accordance with the applicable terms of the Transition Services Agreement and the applicable schedules thereto; provided that, without limiting any express delivery requirements under this Section 4.1(a) and the terms of the Transition Services Agreement, neither SWBI nor any other member of the SWBI Group shall be required to conduct any general search or investigation of its files for such books and records other than with respect to Commercial Data, and (ii) AOUT shall, and shall cause the other members of the AOUT Group to, assign, contribute, convey, transfer, and deliver to SWBI or any SWBI Designee any books and records that are SWBI Assets (or copies of relevant portions thereof if such books and records also contain information not related to the Firearm Business) found to be in the possession of AOUT or any other member of the AOUT Group in accordance with the applicable terms of the Transition Services Agreement and the applicable schedules thereto; provided that, without limiting any express delivery requirements under this Section 4.1(a) and the terms of the Transition Services Agreement, neither AOUT nor any other member of the AOUT Group shall be required to conduct any general search or investigation of its files for such books and records other than with respect to Commercial Data. (b) Without limiting the express transfer and delivery requirements of Section 4.1(a) or any Ancillary Agreement, for a period of six years after the Distribution Date, each Group shall afford promptly the other Group and its agents and, to the extent required by Applicable Law, authorized representatives of any Governmental Authority of competent jurisdiction, reasonable access (which shall include, to the extent reasonably requested, the right to make copies) during normal business hours to its books of account, financial, and other records (including acco...

Books and Records; Access to Information. (a) The Seller agrees that on and after the Closing Date it will permit the Buyer and its Representatives, during normal business hours, to have access to and to examine and take copies of all books and records of the Seller which are not delivered to the Buyer pursuant to this Agreement and which relate to the Business or the Transferred Assets, whether with respect to events occurring prior to the Closing Date or to transactions or events occurring subsequent to the Closing Date which arise out of transactions or events occurring prior to the Closing Date. All books and records of the Seller relating to the Business or the Transferred Assets and not delivered to the Buyer pursuant hereto will be preserved by the Seller for a period of not less than seven years following the Closing Date. (b) The Buyer agrees that it shall preserve and keep all books and records with respect to the Transferred Assets and Assumed Liabilities for a period of at least seven years from the Closing Date. After such seven-year period, the Buyer may discard all such books and records unless the Seller or its Affiliates, 6 months prior to the termination of such seven-year period, has given notice to the Buyer of its intent to remove and retain all or any part of such books and records. During such seven-year period, duly authorized Representatives of the Seller shall, upon reasonable notice, have access thereto during normal business hours to examine, inspect and copy such books and records. (c) The Buyer agrees to receive, maintain and make available to the Seller for inspection and photocopying during normal business hours all records, data and analyses of the Business, including without limitation all records, data and analyses relating to the Business prior to the Closing Date, with respect to quality control, environmental rules and regulations and employee health and safety, including, without limitation, all applicable documents and records issued by or pertaining to regulations promulgated by the Occupational Safety and Health Administration, the Environmental Protection Agency, or state agencies. (d) The Seller and the Buyer will provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes, preparation for litigation or investigation of claims in conducting any audit or other proceeding in res...

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Books and Records; Access to Information. Service Provider will keep and maintain books and records on behalf of Recipient in accordance with past practices and internal control procedures. Recipient will have the right, at any time and from time to time upon reasonable prior notice to Service Provider, to inspect and copy (at its expense) during normal business hours at the offices of Service Provider the books and records relating to the Shared Services and Shared Assets, with respect to Service Provider's performance of its obligations hereunder. This inspection right will include the ability of Recipient's financial auditors to review such books and records in the ordinary course of performing standard financial auditing services for Recipient (but subject to Service Provider imposing reasonable access restrictions to Service Provider's and its Affiliates' proprietary information and such financial auditors executing appropriate confidentiality agreements reasonably acceptable to Service Provider). Service Provider will promptly respond to any reasonable requests for information or access.

Books and Records; Access to Information. (a) Trailer Bridge agrees that it shall cause the Company to preserve and keep all books and records with respect to the Company for a period of at least five years from the Closing Date. After such five-year period, before the Company shall dispose of any such books and records, at least 60 days' prior written notice to such effect shall be given by Trailer Bridge to the Estate, and the Estate shall be given an opportunity, at its cost and expense, to remove and retain all or any part of such books or records as it may select. During such five-year period, duly authorized representatives of the Estate shall, upon reasonable notice, have access thereto during normal business hours to examine, inspect and copy such books and records. (b) After the Closing Date, in order to facilitate the resolution of any claims made by or against the Estate, whether prior to or after the Closing Date, or the discharge by the Estate of any of its responsibilities or obligations after the Closing Date, including, without limitation, in connection with any legal, governmental or administrative proceeding, or investigation upon reasonable notice, Trailer Bridge shall cause the Company to (i) afford the representatives of the Estate access, during normal business hours, to the offices, properties, books and records of the Company or Trailer Bridge with respect to the Company, (ii) furnish to the representatives of the Estate such additional financial and other information regarding the Company as the Estate may from time to time reasonably request and (iii) make available to the Estate the employees of Trailer Bridge and the Company whose assistance, testimony or presence is reasonably necessary to assist the Estate in evaluating or defending any such claims or in discharging such responsibilities or obligations, including the presence of such persons as witnesses in hearings or trials for such purposes. The Estate shall reimburse Trailer Bridge for all out-of-pocket expenses incurred by Trailer Bridge pursuant to this Section 8.02(b).

Books and Records; Access to Information. Seller will transfer the Transferred Books and Records to Buyer within thirty (30) days after the Closing Date. From the Closing Date until forty-five (45) days following the Closing Date, upon reasonable notice received from Buyer and during normal business hours, Seller shall afford Buyer and its representatives free and full access to Seller’s personnel, properties, Contracts, Books and Records and other documents and data (such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of Seller), and otherwise cooperate and assist Buyer in each case, to the extent reasonably necessary (i) to confirm that all Purchased Assets and Assumed Liabilities have been transferred to Buyer, (ii) for Buyer to conduct the Business and use the Purchased Assets after the Closing, and (iii) for Buyer to carry out its covenants under this Agreement and the JNJ APA. Any information of Seller’s so reviewed by Buyer that does not constitute Purchased Assets shall be kept strictly confidential by Buyer.

Books and Records; Access to Information. During the Term and within five (5) Business Days of receipt of a written request from Seller, Buyer shall, in accordance with its company policies, provide Seller with access during regular business hours to business records owned and held by Buyer relating to the Transition Services or under their control that are reasonably necessary to enable Seller to perform the Seller Transition Services. Seller shall be entitled to make copies of, and extracts from, such business records solely as may be reasonably necessary to perform the Seller Transition Services, at its own expense. During the Term, Seller, in its sole discretion, may provide to Buyer information in addition to the documents, reports and data that Seller is required to provide under Exhibit 2 upon receipt of a request for such additional information from Buyer. Each Party may only use such information obtained from the other Party, and copies thereof, solely as necessary to perform the applicable Transition Services and may not disclose such information or provide copies to any third party without the other Party’s prior written consent. Without limiting the foregoing, such information shall be subject to the confidentiality obligations of Seller under Section 16.8 of this Agreement.

Related to Books and Records; Access to Information

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.
Access to Information and Records During the period commencing thirty (30) days prior to the Closing Date, the Seller shall give Buyer, its counsel, accountants and other representatives (i) access during normal business hours to all of the properties, books, records, contracts and documents of the Seller for the purpose of such inspection, investigation and testing as Buyer deems appropriate (and the Seller shall furnish or cause to be furnished to Buyer and its representatives all information with respect to the business and affairs of the Seller as Buyer may request); (ii) access to employees, agents and representatives for the purposes of such meetings and communications as Buyer reasonably desires; and (iii) access to vendors, customers, manufacturers of its machinery and equipment, and others having business dealings with the Seller. Through the Closing Date, the Buyer and its Affiliates shall not disclose any Proprietary Information obtained pursuant to this paragraph to any third parties and until the Closing Date will not use any such Proprietary Information in the Buyer's business or any affiliated business without the prior written consent of the Seller and then only to the extent specified in that consent. Consent may be granted or withheld at the sole discretion of the Seller. The Buyer shall not contact any suppliers, customers, employees, affiliates or associates to circumvent the purposes of this provision. The Buyer shall take all steps reasonably necessary or appropriate to maintain the strict confidentiality of the Proprietary Information through the Closing Date.
Access to Information Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Such Purchaser acknowledges and agrees that neither the Placement Agent nor any Affiliate of the Placement Agent has provided such Purchaser with any information or advice with respect to the Securities nor is such information or advice necessary or desired. Neither the Placement Agent nor any Affiliate has made or makes any representation as to the Company or the quality of the Securities and the Placement Agent and any Affiliate may have acquired non-public information with respect to the Company which such Purchaser agrees need not be provided to it. In connection with the issuance of the Securities to such Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to such Purchaser.
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.
Access to Books and Records (a) The Borrower and the Guarantors will make and keep books, records and accounts in which full, true and correct entries in conformity with GAAP are made of all financial dealings and transactions in relation to its business and activities, including, without limitation, an accurate and fair reflection of the transactions and dispositions of the assets of the Borrower and the Guarantors. (b) The Borrower and the Guarantors will permit, to the extent not prohibited by applicable law or contractual obligations, any representatives designated by the Administrative Agent or the Collateral Trustee or any Governmental Authority that is authorized to supervise or regulate the operations of a Lender, as designated by such Lender, upon reasonable prior written notice and, so long as no Event of Default has occurred and is continuing, at no out-of-pocket cost to the Borrower and the Guarantors, to (x) visit and inspect the Collateral and the properties of the Borrower and the Guarantors, (y) examine its books and records, and (z) discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times during normal business hours and as often as reasonably requested (it being understood that a representative of the Borrower will be present) subject to any restrictions in any applicable Collateral Document; provided that if an Event of Default has occurred and is continuing, the Borrower and the Guarantors shall be responsible for the reasonable costs and expenses of any visits of the Administrative Agent, the Collateral Trustee and the Lenders, acting together (but not separately); provided, further, that with respect to Collateral and matters relating thereto, the rights of Administrative Agent, the Collateral Trustee and the Lenders under this Section 5.13 shall, subject to the inspection provisions of the applicable Collateral Documents, be limited to the following: upon the request of the Administrative Agent or the Collateral Trustee, the applicable Grantor will permit the Administrative Agent and/or the Collateral Trustee or any of its agents or representatives, at reasonable times and intervals upon reasonable prior notice, to (x) visit during normal business hours its offices, sites and properties and (y) inspect any documents relating to (i) the existence of such Collateral, (ii) with respect to Collateral other than Pledged Routes, Pledged Slots and Pledged Gate Leaseholds, the condition of such Collateral, and (iii) the validity, perfection and priority of the Liens on such Collateral, and to discuss such matters with its officers, except to the extent the disclosure of any such document or any such discussion would result in the applicable Grantor’s violation of its contractual or legal obligations. All confidential or proprietary information obtained in connection with any such visit, inspection or discussion shall be held confidential by the Administrative Agent, the Collateral Trustee and each of their respective agents and representatives and shall not be furnished or disclosed by any of them to anyone other than their respective bank examiners, auditors, accountants, agents and legal counsel, and except as may be required by any court or administrative agency or by any statute, rule, regulation or order of any Governmental Authority.
RECORDS AND AUDIT ACCESS 17.1 The Supplier shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts entered into with Contracting Bodies and the amounts paid by each Contracting Body. 17.2 The Supplier shall keep the records and accounts referred to in Clause 17.1 above in accordance with Good Industry Practice. 17.3 The Supplier shall provide the Authority with a completed quarterly Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm that tests have been completed to provide assurance that: 17.3.1 a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns; 17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement; 17.3.3 all related invoices are completely and accurately included in the MI returns; and 17.3.4 all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable). 17.4 The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") access to the records and accounts referred to in Clause 17.1 at the Supplier's premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting Body or Auditors) from time to time, in order that the Authority (or relevant Contracting Body or Auditors) may carry out an inspection including for the following purposes: 17.4.1 to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) and/or the costs of the Supplier (including Sub-Contractors); 17.4.2 to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier; 17.4.3 to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws; 17.4.4 to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7; 17.4.5 to review the Supplier's compliance with its security obligations; 17.4.6 to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/or 17.4.7 to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off Contract. Each such inspection shall be an "Audit". 17.5 The Supplier shall provide such records and accounts (together with copies of the Supplier's published accounts) on request during the Term and for a period of seven
Inspection of Books and Records Contractor will permit County, or any duly authorized agent of County, to inspect and examine the books and records of Contractor for the purpose of verifying the amount of work performed under the Scope of Services. County’s right to inspect survives the termination of this Agreement for a period of four years.
Inspection of Property; Books and Records; Discussions Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; and permit representatives of any Lender (upon reasonable advance notice coordinated through the Administrative Agent) to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Borrower and its Subsidiaries with officers and employees of the Borrower and its Subsidiaries and with its independent certified public accountants.
Books and Records; Inspection and Audit Rights Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.
Books and Records; Audit Rights (a) Tenant shall maintain for a period of five (5) years after the Expiration Date, or, in the event of a claim by City, until such claim of City for payments hereunder shall have been fully ascertained, fixed and paid, separate and accurate daily records of Gross Revenues, whether for cash, credit, or otherwise. Tenant must require each subtenant, concessionaire, licensee, and assignee to maintain the same records. All such books and records shall be kept in accordance with “generally accepted accounting principles”, consistently applied, showing in detail all business done or transacted in, on, about or from or pertaining to the Premises, and Tenant shall enter all receipts arising from such business in regular books of account, and all entries in any such records or books shall be made at or about the time the transactions respectively occur. The books and source documents to be kept by Tenant must include records of inventories and receipts of merchandise, daily receipts from all sales and other pertinent original sales records and records of any other transactions conducted in or from the Premises by all persons or entities conducting business in or from the Premises. Pertinent original sales records include: (i) cash register tapes, including tapes from temporary registers, (ii) serially pre-numbered sales slips, (iii) the original records of all mail and telephone orders at and to the Premises, (iv) settlement report sheets of transactions with subtenants, concessionaires, licensees and assignees, (v) original records indicating that merchandise returned by customers was purchased at the Premises by such customers,

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