Books, Records and Written Materials Sample Clauses

Books, Records and Written Materials. All of Seller's business records, including all financial books and records, sales order files, purchase order files, engineering order files, warranty and repair files, supplier lists, customer lists, dealer, representative and distributor lists, studies, surveys, analyses, strategies, plans, forms, designs, diagrams, drawings, specifications, technical data, production and quality control records, formulations, and any other information which has been reduced to writing (collectively, "Books and Records") (but excluding those books and records described in Section 1.2(a));
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Books, Records and Written Materials. All books of account, ------------------------------------ records, files, invoices, customer lists, supplier lists, promotional and advertising materials, catalogs, brochures, manuals and handbooks and other similar data reduced to writing or other storage media, but only to the extent that same are used by Seller exclusively in connection with the ASSET PURCHASE AGREEMENT - Page 1 ------------------------ operations of the Business and located within the leased premises that are the subject of the Real Property Lease (the "Leased Premises") (the "Books and Records").
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Books, Records and Written Materials. Except as described on Schedule 1.1(b), all of RMUSA's and its Affiliates' books and records, whether in hard copy or in electronic format (e.g. computer files), including all production data, equipment maintenance data, accounting records, (but specifically excluding those files related to the Retained RMUSA Litigation), and any inventory records, sales and sales promotional data and materials, advertising materials, sales training materials, educational support program materials, cost and pricing information, business plans, quality control records and manuals, blueprints, research and development files, records and laboratory books, patent disclosures, correspondence, and any other records and data, in each case (i) used primarily in or necessary for the conduct of the RMUSA Business or (ii) that are located on the RMUSA Real Property or are within the possession or control of those persons employed by RMUSA to work primarily for the Business, and all books and records relating to Taxes (other than income Taxes) with respect to the RMUSA Business; provided that nothing in this paragraph 6 shall require RMUSA to deliver to Company or otherwise provide Company access to any electronic records that cannot be separated from information relating to the RMUSA Retained Assets or RMUSA's other businesses;
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Books, Records and Written Materials. Except as described on Schedule 1.2(b), all of Cemex, Inc.'s and its Affiliates' books and records, whether in hard copy or in electronic format (e.g. computer files), including all production data, equipment maintenance data, accounting records, (but specifically excluding those files related to the Retained Cemex Litigation) any inventory records, sales and sales promotional data and materials, advertising materials, sales training materials, educational support program materials, cost and pricing information, business plans, quality control records and manuals, blueprints, research and development files, records and laboratory books, patent disclosures, correspondence, and any other records and data, in each case (i) used primarily in or necessary for the conduct of the Cemex Business or (ii) that are located on the Cemex Real Property or are within the possession or control of those persons employed by Cemex, Inc. to work primarily for the Business, and all books and records relating to Taxes (other than income Taxes) with respect to the Cemex Business; provided that nothing in this paragraph 6 shall require Cemex, Inc. to deliver to Company or otherwise provide Company access to any electronic records that cannot be separated from information relating to the Cemex Retained Assets or Cemex, Inc.'s other businesses;
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Books, Records and Written Materials. Except as described on Schedule 2.1(b), all of Seller's and its Affiliates' books and records, whether in hard copy or in electronic format (e.g. computer files), including all production data, equipment maintenance data, accounting records, (but specifically excluding those files related to the Retained Seller Litigation), and any inventory records, sales and sales promotional data and materials, advertising materials, sales training materials, educational support program materials, cost and pricing information, business plans, quality control records and manuals, blueprints, research and development files, records and laboratory books, patent disclosures, correspondence, and any other records and data, in each case (i) used primarily in or necessary for the conduct of the Seller Business or (ii) that are located on the Seller Real Property or are within the possession or control of those Persons employed by Seller to work primarily for the Business, and all books and records relating to Taxes (other than income Taxes) with respect to the Seller Business; provided that nothing in this paragraph 6 shall require Seller to deliver to Buyer or otherwise provide Buyer access to any electronic records that cannot be separated from information relating to the Seller Retained Assets or Seller's other businesses;
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Books, Records and Written Materials. All books of account, records, files, invoices, customer lists, supplier lists, promotional and advertising materials, plans, designs and other drawings, catalogs, brochures, manuals and handbooks and other similar data reduced to writing or other storage media and used by Seller in connection with the Business or any Acquired Asset (collectively, the "Documentary Information").
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Books, Records and Written Materials. All books of account, records, files, invoices, customer lists, supplier lists, promotional and advertising materials, plans, designs and other drawings, catalogs, brochures, manuals, handbooks, written operating procedures, environmental assessments, studies or reports, and other written materials of any kind, original computer codes, records and files, and any other storage media used primarily in connection with the Business or any Asset, but excluding employee and personnel files and records to the extent not permitted by applicable laws and regulations to be assigned or otherwise transferred;
Sample 1
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Books, Records and Written Materials. All of the business records of the Servicer used in connection with the Servicing Operations, including all financial books and records, studies, analyses, plans, forms, specifications, technical data, and any similar information which has been reduced to writing and stored in any physical location or on any type of media, electronic or otherwise, provided that the Servicer shall be permitted to retain copies of such items for its records and such items that relate solely to the Retained Assets;
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Related to Books, Records and Written Materials

  • Books, Records and Regulatory Filings (a) The Sub-Adviser agrees to maintain and to preserve for the applicable periods any such records as are required to be maintained by the Sub-Adviser with respect to the Fund by the 1940 Act and rules adopted thereunder, and by any other applicable laws, rules and regulations. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and it will promptly surrender any of such records upon request; provided, however, that the Sub-Adviser may retain copies of such records for the applicable periods they are required by law to be retained, and thereafter shall destroy such records.

  • Books, Records and Access (a) Maintain, and cause each Subsidiary to maintain, complete and accurate books and records in which full and correct entries in conformity with generally accepted accounting principles in the United States of America shall be made of all dealings and transactions in relation to its respective business and activities.

  • Books, Records and Inspections The Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or the Required Lenders to visit and inspect any of the properties or assets of the Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Borrower and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default (a) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times in any calendar year and (c) only one such visit shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants.

  • Books, Records and Accounts Custodian acknowledges that all the records it shall prepare and maintain pursuant to this Agreement shall be the property of Fund and that upon request of Fund it shall make Fund's records available to it, along with such other information and data as are reasonably requested by Fund, for inspection, audit or copying, or turn said records over to Fund. Custodian shall, within a reasonable time, render to Fund as of the close of business on each day, a detailed statement of the amounts received or paid and of securities received or delivered for the account of Fund during said day. Custodian shall, from time to time, upon request by Fund, render a detailed statement of the securities and monies held for Fund under this Agreement, and Custodian shall maintain such books and records as are necessary to enable it do so and shall permit such persons as are authorized by Fund, including Fund's independent public accountants, to examine such records or to confirm the contents of such records; and, if demanded, shall permit federal and state regulatory agencies to examine said securities, books and records. Upon the written instructions of Fund or as demanded by federal or state regulatory agencies, Custodian shall instruct any sub- custodian to permit such persons as are authorized by Fund to examine the books, records and securities held by such sub-custodian which relate to Fund.

  • Books Records and Reports 12.1 At all times during the continuance of the Company, the Company shall keep or cause to be kept full and true books of account, in which shall be entered fully and accurately each transaction of the Company. The books of account, together with an executed copy of the Certificate of Formation of the Company and any amendments thereto, shall at all times be maintained at the principal office of the Company and shall be open to inspection and examination by the members or their representatives at reasonable hours and upon reasonable notice. For purpose hereof, the Company shall keep its books and records on the same method of accounting employed for tax purposes.

  • Books Records and Accounting The General Partner shall keep or cause to be kept at the registered office of the Partnership appropriate books and records with respect to the Partnership’s activities and affairs. Any books and records maintained by or on behalf of the Partnership in the regular course of its activities and undertakings, including the record of the Record Holders, books of account and records of Partnership proceedings, may be kept on information storage devices, provided, that the books and records so maintained are convertible into clearly legible written form within a reasonable period of time. The books of the Partnership shall be maintained, for financial reporting purposes, on an accrual basis in accordance with IFRS-IASB. In accordance with Bermuda Law, the records of account and registers will be kept available for inspection by any Limited Partner or its duly authorized representatives during regular business hours at the registered office of the Partnership. Limited Partners shall not have access to any information of the Partnership contained in its books and records which the General Partner is required by legal or contractual restriction to keep confidential or which, in the opinion of the General Partner, acting reasonably, should be kept confidential in the interests of the Partnership or may be kept confidential as provided in this Agreement, and each Limited Partner hereby waives any right to greater access to the books and records of the Partnership than is permitted herein, to the greatest extent permitted by Law.

  • Inspection of Books and Records The books and records of the Custodian directly related to the Fund shall be open to inspection and audit at reasonable times by officers and representatives of the Fund and auditors employed by the Fund at its own expense and with prior written notice to the Custodian, and by the appropriate employees of the Securities and Exchange Commission.

  • Offices, Records and Books of Account The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Pool Receivables (and all original documents relating thereto) at the address of the Seller set forth in Section 7.02 of the Agreement or, upon 30 days’ prior written notice to the Administrative Agent, at any other locations in jurisdictions where all actions reasonably requested by the Administrative Agent to protect and perfect the interest in the Collateral have been taken and completed. The Seller also will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Pool Receivables (including, without limitation, records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable).

  • Inspection; Keeping of Books and Records Subject to applicable law and third party confidentiality agreements entered into by the Borrower or any Subsidiary in the ordinary course of business, the Borrower will, and will cause each Subsidiary to, permit the Administrative Agent, during the continuance of a Default or Unmatured Default, by its representatives and agents, to inspect any of the Property, books and financial records of the Borrower and each Subsidiary, to examine and make copies of the books of accounts and other financial records of the Borrower and each Subsidiary, and to discuss the affairs, finances and accounts of the Borrower and each Subsidiary with their respective officers at such reasonable times and intervals as the Administrative Agent may designate but in all events upon reasonable prior notice to the Borrower. The Borrower shall keep and maintain, and cause each of its Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with GAAP shall be made of all dealings and transactions in relation to their respective businesses and activities.

  • Books and Records; Audits Licensee shall prepare and maintain, in such manner as will allow its accountants to audit same in accordance with generally accepted accounting principles, complete and accurate books of account and records (specifically including without limitation the originals or copies of documents supporting entries in the books of account) in which accurate entries will be made covering all transactions, including advertising expenditures, arising out of or relating to this Agreement. Licensee shall keep separate general ledger accounts for such matters that do not include matters or sales related to this Agreement. Licensor and its duly authorized representatives shall have the right, for the duration of this Agreement and for one (1) year thereafter, during regular business hours and upon seven (7) business days advance notice (unless a shorter period is appropriate in the circumstances), to audit said books of account and records and examine all other documents and material in the possession or under the control of Licensee with respect to the subject matter and the terms of this Agreement, including, without limitation, invoices, credits and shipping documents, and to make copies of any and all of the above. All such books of account, records, documents and materials shall be kept available by Licensee for at least two (2) years after the end of the Annual Period to which they relate. If, as a result of any audit of Licensee's books and records, it is shown that Licensee's payments were less than the amount which should have been paid by an amount equal to *% or more of the payments actually made with respect to sales occurring during the period in question, Licensee shall reimburse Licensor for the cost of such audit and shall make all payments required to be made (along with accrued interest at the rate of *%)) to eliminate any discrepancy revealed by said audit within ten (10) days after Licensor's demand therefore.

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