Books and Records and Access Sample Clauses

Books and Records and Access. (a) The Ceding Company shall use commercially reasonable efforts to transfer accurate originals or copies of the Books and Records in its control or possession at the time of Novation with respect to the Novated Contracts to the Assuming Company on or before the relevant Novation Date. To the extent any such Books and Records are not transferred to the Assuming Company on or before the applicable Novation Date, the Ceding Company shall use commercially reasonable efforts at its cost to provide such Books and Records to the Assuming Company as soon as reasonably practicable but no later than ten (10) Business Days following its receipt of such a request from the Assuming Company; provided that both Parties shall in good faith cooperate with each other to (i) shorten such ten (10)-Business Day period as necessary if required by applicable Law or requested in writing by any Governmental Authority, or (ii) extend such ten (10)-Business Day period for the Ceding Company for good cause. Alternatively, the Ceding Company may at its cost provide access to the Assuming Company to such Books and Records as set forth in subclause (b) below. Any additional Books and Records created by the Ceding Company following such applicable Novation Date shall be transferred to the Assuming Company as soon as reasonably practicable, but no later than 15 Business Days, following their creation. All right, title and interest in such Books and Records shall vest in the Assuming Company; provided that the Ceding Company may retain copies of such Books and Records. Subject to subclause (a) above, each of the Ceding Company and the Assuming Company shall maintain its respective Books and Records relating to the Novated Contracts. During the term of this Agreement, Ceding Company shall, upon any reasonable request of the Assuming Company or its Representatives, and Assuming Company shall, upon any reasonable request of the Ceding Company or its Representatives as may be necessary to permit the Ceding Company to respond to or comply with requests for information by Governmental Authorities, financial auditors, or tax auditors or to defend lawsuits or comply with applicable law (any such requesting Party, a “Requesting Party”) as soon as practicable following receipt of the request (i) provide to the Requesting Party and its Representatives reasonable access during normal business hours to the such Party’s Books and Records pertaining to the Novated Contracts and to any services to be pro...

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Books and Records and Access. Each of the Ceding Company and the Reinsurer shall maintain its respective books and records relating to the Reinsured Contracts. During the term of this Agreement, upon any reasonable request from the Reinsurer or its Representatives, the Ceding Company shall (a) provide to the Reinsurer and its Representatives reasonable access during normal business hours to the Ceding Company’s Books and Records pertaining to the Reinsured Contracts, the Reinsured Liabilities, this Agreement or the Reinsurer’s rights hereunder, provided such access shall not unreasonably interfere with the conduct of the business of the Ceding Company, and (b) permit the Reinsurer and its Representatives to inspect and photocopy such Books and Records at their own cost, including as pertains to the payment of Reinsured Liabilities and the administration of the Reinsured Contracts. Nothing herein shall (x) require the Ceding Company to disclose any information to the Reinsurer or its Representatives if such disclosure would jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine or contravene any applicable Law or any contract (including any confidentiality agreement to which the Ceding Company or any of its Affiliates is a party); it being understood that the Ceding Company shall use its reasonable best efforts to enable such information to be furnished or made available to the Reinsurer or its Representatives without so jeopardizing privilege or contravening such applicable Law (including redacting information or entering into joint defense agreements with the Reinsurer on mutually agreeable terms) or (y) require the Ceding Company to disclose its Tax records (except with respect to transfer Taxes, Premium Taxes and similar Taxes that relate to the Reinsured Contracts and the Separate Accounts) or any personnel or related records.

Books and Records and Access. (a) Each of the Ceding Company and the Reinsurer shall prepare and maintain its respective Books and Records relating to the Reinsured Contracts in accordance with (i) Applicable Law, (ii) the terms and conditions of this Agreement and (iii) such Party’s internal record retention procedures and policies. During the term of this Agreement, the Ceding Company shall promptly provide the Reinsurer with copies of all Books and Records generated with respect to the Reinsured Contracts. Upon any reasonable request from the Reinsurer or its Representatives, the Ceding Company shall (x) provide to the Reinsurer and its Representatives reasonable access to such records during normal business hours to the Ceding Company’s Books and Records pertaining to the Reinsured Contracts, the Reinsured Liabilities, this Agreement or the Reinsurer’s rights hereunder; provided that such access shall not unreasonably interfere with the conduct of the business of the Ceding Company, (y) permit the Reinsurer and its Representatives to inspect, photocopy and audit copies of such Books and Records at their own cost, including as pertains to the payment of Reinsured Liabilities and the administration of the

Books and Records and Access. (a) The Ceding Company shall use commercially reasonable efforts to transfer accurate originals or copies of the Books and Records in its control or possession at the time of Novation with respect to the Novated Contracts to the Assuming Company on or before the relevant Novation Date. To the extent any such Books and Records are not transferred to the Assuming Company on or before the applicable Novation Date, the Ceding Company shall use commercially reasonable efforts at its cost to provide such Books and Records to the Assuming Company as soon as reasonably practicable but no later than ten (10) Business Days following its receipt of such a request from the Assuming Company; provided that both parties shall in good faith cooperate with each other to (i) shorten such ten (10)-Business Day period as necessary if required by applicable Law or requested in writing by any Governmental Authority, or (ii) extend such ten (10)-Business Day period for the Ceding Company for good cause. Alternatively, the Ceding Company may at its cost provide access to the Assuming Company to such Books and Records as set forth in subclause (b) below. Any additional Books and Records created by the Ceding Company following such applicable Novation Date shall be transferred to the Assuming Company as soon as reasonably practicable, but no later than 15 Business Days, following their creation. All right, title and interest in such Books and Records shall vest in the Assuming Company; provided that the Ceding Company may retain copies of such Books and Records.

Related to Books and Records and Access

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.
Records and Accounts The Trustee shall maintain accurate and detailed records and accounts of all transactions of the Trust, which shall be available at all reasonable times for inspection by any legally entitled person or entity to the extent required by applicable law, or any other person determined by the Committee.
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.
Books and Records Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower or such Subsidiary, as the case may be.