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 Securityholders as of immediately prior to the Effective Time or any of the representatives of such Securityholder (including the Securityholders’ Representative) at the expense of such Securityholders 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. 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 the Company and each Subsidiary to, retain each book, record and other document pertaining to the business of the Company and its Subsidiaries in existence on the Closing Date (each, a “Record”) and to make the same available for inspection and copying by the Members or any representative of the Members at the expense of the Members during the normal business hours of Buyer, the Company or such Subsidiary, as applicable, upon reasonable request and upon reasonable notice, in each case until the later of (a) the date of the settlement of, and distribution of the balance under, the Indemnification Escrow Agreement or (b) the date on which such Record is at least seven years old (such later date, the “Cutoff Date”). No such Record shall be destroyed after the Cutoff Date by Buyer or the Company, without first advising the Members’Representative in writing and giving the Members’ Representative, on behalf of the Members, a reasonable opportunity to obtain possession thereof. Furthermore, Buyer agrees to make the relevant former Company Employees reasonably available to the Company and the Members’ Representative for purposes of preparing tax returns of the Company and dissolving the Company following the Closing Date.
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. (a) In order to facilitate the resolution of any claims made against or incurred by Sellers prior to the Closing, or for any other reasonable purpose, for a period of three (3) years after the Closing, Buyer shall (i) retain the books and records (including personnel files) of the Company and each Subsidiary relating to periods prior to the Closing in a manner reasonably consistent with the prior practices of such Company and such Subsidiary; and (ii) except as would violate applicable Law, upon reasonable notice, afford the Representatives of Sellers reasonable access (including the right to make, at Sellers’ expense, photocopies), during normal business hours, to such books and records; provided, however, that any books and records related to Tax matters shall be retained pursuant to the periods set forth in ARTICLE VI.
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 of the Company 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. 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 providing written notice to the Major Stockholders, and giving such persons, at their option and expense, on behalf of the stockholders of the Company as of immediately prior to the Effective Time, thirty (30) days from the date of such notice to take possession of such books, records or documents. If possession is not taken by such persons after such thirty (30) day period, Parent, MergerCo or the Surviving Corporation may destroy such books, records and documents.
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. Parent and Merger Sub shall, and shall cause the Surviving Corporation and each of the Company’s Subsidiaries to, in accordance with the current document retention practices of Parent, 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 Shareholders or any of the representatives of such Shareholders at the expense of such Shareholders during the normal business hours of Parent, Merger Sub, the Surviving Corporation or such Subsidiary, as applicable, upon reasonable request and upon reasonable notice.
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.
