Books and Records; Insurance. Parent shall, and shall cause the Surviving Company to, until the fifth anniversary of the Closing Date, retain all books, records and other documents pertaining to the business of the Company on the Closing Date and to make the same available for inspection and copying by the Stockholders as of immediately prior to the Effective Time or any of the representatives of such Stockholders at the expense of such Stockholders during the normal business hours of Parent or the Surviving Company, as applicable, upon reasonable request and upon reasonable notice.
Books and Records; Insurance. Debtor will at all times keep in a manner reasonably satisfactory to Secured Party accurate and complete records of the Collateral and will keep such Collateral insured to the extent similarly situated companies insure their assets. Secured Party shall be entitled, at reasonable times and intervals after reasonable notice to Debtor, to enter Debtor’s premises for purposes of inspecting the Collateral and Debtor’s books and records relating thereto.
Books and Records; Insurance. (a) Parent and MergerCo shall, and shall cause the Surviving Corporation and each Subsidiary to, until the seventh (7th) anniversary of the Closing Date, retain all books, records and other documents pertaining to the business of the Company on the Closing Date and of Parent and the Company following the Closing Date and to make the same available for inspection and copying by the Stockholders as of immediately prior to the Effective Time or any of the representatives of such Stockholders at the expense of such Stockholders during the normal business hours of Parent, MergerCo, the Surviving Corporation or such Subsidiary, as applicable, upon reasonable request and upon reasonable notice.
(b) Parent and MergerCo each agree that all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its Subsidiaries as provided in their respective certificates of incorporation or by-laws (or equivalent organizational documents) shall survive the Effective Time and shall continue in full force and effect in accordance with their terms for a period of six (6) years following the Closing Date, except for such changes as may be required pursuant to applicable Law. Prior to the Effective Time, the Company shall obtain (and the Surviving Corporation after the Closing shall pay for) a “tail” insurance policy that would indemnify all of the directors and officers of the Company and its Subsidiaries in respect of acts or omissions occurring prior to the Effective Time for a period of six (6) years after the Effective Time; provided that the aggregate cost of such policy shall not exceed one-hundred and twenty-five percent (125%) (the “Premium Limit”) of the premiums currently in place for the Company’s current policy, and in the event that the Premium Limit is insufficient for such coverage, the Company shall obtain the maximum amount of coverage that is available for such amount. This Section 6.8 is intended for the benefit of, and to grant third-party rights to, the Persons entitled to indemnification hereunder, and each of such Persons shall be entitled to enforce the covenants contained herein.
Books and Records; Insurance. Parent shall, and shall cause the Surviving Company to, until the seventh anniversary of the Closing Date, retain all books, records and other documents pertaining to the business of the Company in existence on the Closing Date and to make the same available for inspection and copying by the stockholders of the Company or any representative of such Stockholders at the expense of the such stockholders during the normal business hours of Parent or the Surviving Company, as applicable, upon reasonable request and upon reasonable notice. No such books, records or documents shall be destroyed after the seventh anniversary of the Closing Date by Parent or the Surviving Company, without first advising the Stockholders’ Representative in writing and giving the Stockholders’ Representative, on behalf of the stockholders of the Company, a reasonable opportunity to obtain possession thereof.
Books and Records; Insurance. Parent and MergerCo shall, and shall cause the Surviving Corporation and each Subsidiary to, until the seventh anniversary of the Closing Date, retain all books, records and other documents pertaining to the business of the Company and its Subsidiaries in existence on the Closing Date and to make the same available for inspection and copying by the Stockholders' Representative (and its representatives) as of immediately prior to the Effective Time at the expense of such Stockholders' Representative during the normal business hours of Parent, MergerCo, the Surviving Corporation or such Subsidiary, as applicable, upon reasonable request and upon reasonable notice. No such books, records or documents shall be destroyed after the seventh anniversary of the Closing Date by Parent, MergerCo or the Surviving Corporation, without first advising the Stockholders' Representative in writing and giving such persons, on behalf of the Stockholders as of immediately prior to the Effective Time, a reasonable opportunity to obtain possession thereof.
Books and Records; Insurance. Buyer shall, and shall cause the Company and each Subsidiary to, until the seventh anniversary of the Closing Date, retain all Tax Returns and material financial information pertaining to the business of the Company and its Subsidiaries in existence on the Closing Date and to make the same available for inspection and copying by the Stockholders or any representative of the Stockholders at the expense of the Stockholders during the normal business hours of Buyer, the Company or such Subsidiary, as applicable, upon reasonable request and upon reasonable notice.
Books and Records; Insurance. ICF shall, and shall cause the Servicer and the Trust to, maintain complete and accurate books and records in which full and correct entries in conformity with GAAP shall be made of all dealings and transactions in relation to its business and activities. ICF will cause the Trust to require each User to maintain the insurance required in the related Contract (each such Contract to be substantially in the form of Exhibit A to the Transfer Agreement) and review each such insurance policy to ensure that it comports with the terms of such Contract and the Servicing Standard, including, but not limited to, causing the User on each renewal date of its insurance policy to name the Trust as a loss payee and an additional insured under such insurance policy and requiring that the insurer under such insurance policy notify the ICF Indenture Trustee and the Trust of any renewal, cancellation, termination or material alteration thereunder; provided that a User listed on Schedule 1 of the Servicing Agreement may be self-insured with regard to the liability insurance and casualty insurance required under the Contract for so long as ICF causes the Servicer to notify the ICF Indenture Trustee and the Trust that such User is self-insured and such User maintains an Investment Grade Rating with respect to its long-term unsecured debt obligations from both Rating Agencies.
Books and Records; Insurance. Buyer shall, and shall cause each Company Group Member to retain, until the seventh anniversary of the Closing Date, all books, records and other documents pertaining to the Business or Company Group in existence on the Closing Date and to make the same available for inspection and copying by Seller or the Seller Representative or any representative or agent of the Seller Representative at the expense of Seller or the Seller Representative during the normal business hours of Buyer or such Company Group Member, as applicable, upon reasonable request and upon reasonable notice. No such books, records or documents shall be destroyed after the seventh anniversary of the Closing Date by Buyer or any Company Group Member without first advising Seller and the Seller Representative in writing and giving Seller and the Seller Representative, on behalf of Seller, a reasonable opportunity to obtain possession thereof.
Books and Records; Insurance. The Issuer and the Servicer shall maintain, and the Issuer shall cause the Trust (to the extent and only to the extent the Issuer has the right or power to cause the Trust to take such action) to maintain, complete and accurate books and records in which full and correct entries in conformity with GAAP shall be made of all dealings and transactions in relation to its business and activities. The Issuer will cause the Trust to require each User to maintain the insurance required in the related Contract (each such Contract to be substantially in the form of Exhibit A to the Transfer Agreement) and review each such insurance policy to ensure that it comports with the terms of such Contract and the Servicing Standard, including, but not limited to, causing the User on each renewal date of its insurance policy to name the Trust as a loss payee and an additional insured under such insurance policy and requiring that the insurer under such insurance policy notify the Indenture Trustee and the Trust of any renewal, cancellation, termination or material alteration thereunder; provided that a User listed on Schedule 1 of the Servicing Agreement may be self-insured with regard to the liability insurance and casualty insurance required under the Contract for so long as the Issuer causes the Servicer to notify the Indenture Trustee and the Trust that such User is self-insured.
Books and Records; Insurance. Harbor shall, and shall cause the Company to, until the sixth anniversary of the Closing Date, retain all books, records and other documents pertaining to the business of the Company in existence on the Closing Date and to make the same available for inspection and copying by the Stockholders or any representative of the Stockholders at the expense of the Stockholders during the normal business hours of the Company, upon reasonable request and upon reasonable notice.
