Business Books and Records. The Business Books and Records of Seller Group as they relate directly and solely to the Business, all of which will be made available to Buyer by the Disclosure Schedule Delivery Date, will be complete and correct in all material respects and represent actual, bona fide and arm's length transactions relating to the Business, and have been maintained in accordance with sound business practices of the Business.
Business Books and Records. The Business Books and Records: (i) are true, complete and correct in all material respects, (ii) have been maintained in all material respects in accordance with sound business practices and applicable law, (iii) accurately present and reflect in all material respects, all of the Business and all transactions and actions related thereto and (iv) to the Knowledge of the Company or the Seller, have been prepared using processes and procedures for which there are no material weaknesses or significant deficiencies in internal controls over financial reporting that adversely affect the ability of the Seller and its Affiliates (including the Company) to accurately present and reflect in all material respects all of the Business and other transactions and actions related thereto.
Business Books and Records. All books, files, papers, agreements, correspondence, databases, documents, records and documentation of the Selling Persons, and all customer lists and details and material data, in each case, used or held for use exclusively in, or relating exclusively to, the Business or the Transferred Assets, on whatever medium (including paper and electronic media), to the extent within the possession or control of Seller or any Subsidiary (the foregoing records and documents, collectively the “Business Books and Records”);
Business Books and Records. Within 90 days following the Closing Date, Seller will transfer to Purchaser the Business Books and Records (including copies of those that are described in Section 2.2.6(ii)) that are (a) located at the Seller’s facility in Cambridge, Massachusetts, (b) reasonably identifiable and reasonably separable from other books and records of Seller and the Retained Subsidiaries and (c) reasonably relevant to the current operation of the Business. Seller may transfer copies or originals at its election. After such 90 day period, upon the reasonable request of Purchaser, Seller will, and will cause it Subsidiaries to, use commercially reasonable efforts to, at Purchaser’s expense, locate and transfer to Purchaser (i) original versions of any Business Books and Records provided to Purchaser as copies and not described in Section 2.2.6 and (ii) other Business Books and Records reasonably requested by Purchaser. This Section 7.5 constitutes the only obligation of the Seller and its Retained Subsidiaries with respect to the delivery of Business Books and Records to the Purchaser or any of its Affiliates hereunder. The costs and expenses relating to Seller’s provision of the Business Books and Records shall be the sole responsibility of Purchaser.
Business Books and Records. All Books and Records used or held for use in the conduct of the Business or otherwise relating to the Assets, other than the minute books, stock transfer books and corporate seal of Seller (the “Business Books and Records”); and
Business Books and Records. Originals, or where not available, copies, of all books, records, files and papers, whether in hard copy or electronic format, relating to each of the Real Estate Subsidiaries and otherwise relating exclusively to the Business, the Business Employees or the Purchased Assets, including books of account, ledgers and general records pertaining to production, engineering, purchasing and sales, payroll, personnel records, financial, accounting and similar items, machinery and equipment maintenance files, quality control records and procedures, environmental documents and research and development files, in each case (other than with respect to the records of the Real Estate Subsidiaries) only pertaining to products actively sold by the Business on the Closing Date, the Real Property, and any other real property currently or formerly owned, leased or operated in connection with the Business, and products sold or discontinued by the Business within the five (5) years prior to the Closing Date;
Business Books and Records. The business books and records of Seller that have been provided to Buyer (including with respect to the presentation of the Seller’s inventory) are accurate records of the information purported to be reflected therein..
Business Books and Records. All (i) books, files, papers, agreements, correspondence, databases, documents, records and documentation of the Selling Persons (other than Tax Returns of Seller and the Retained Affiliates and other books and records related to Taxes of Seller and the Retained Affiliates), including all regulatory and compliance-related documentation, correspondence with any Governmental Authority, all documents required to be maintained by any Governmental Authority as a condition of granting or retaining any BLA, investigational new drug application, premarket approval for a medical device (including an application for a humanitarian device exemption), correspondence related to any BLA, investigational new drug application or premarket approval for a medical device (including an application for a humanitarian device exemption), documents required under application record retention policies (including those related to the current good manufacturing practices), complaint and investigation files, safety reports and safety data and procedures (including standard operating procedures) relating to any of the Transferred Assets; (ii) all customer lists and details and data, in each case, used or held for use exclusively in, or relating exclusively to, the Business or the Transferred Assets, on whatever medium (including paper and electronic media), and (iii) any data necessary for the calculation of average sales price for Carticel pursuant to any applicable Government Program, in each case, to the extent within the possession or control of Seller or any Retained Affiliate (the foregoing records and documents, collectively, the “Business Books and Records”); provided that, , upon the reasonable request of the Purchaser, the Seller shall, and shall cause the other Selling Persons to, deliver to the Purchaser or its designated Affiliate copies of any other Tax Returns and other books and records related to Taxes to the extent such Tax Returns, books and records relate to the Business or the Transferred Assets;
Business Books and Records. (a) In order to facilitate the resolution of any claims made against or incurred by Seller, or pursued by Seller against any other Person, prior to the Closing, or for any other reasonable purpose, for a period of seven years after the Closing, Buyer shall:
(i) retain the Business Books and Records (including personnel files) relating to periods prior to the Closing in a manner reasonably consistent with the past practices of Seller;
(ii) upon reasonable notice, afford the Representatives of Seller reasonable access (including the right to make, at Seller’s expense, photocopies), during normal business hours, to such Business Books and Records; and
(iii) upon reasonable notice, make available to Seller employees of Buyer that are or were involved in the Business on or prior to Closing for purposes of pursing or defending any such claims.
(b) In order to facilitate the resolution of any claims made by or against or incurred by Buyer after the Closing, or for any other reasonable purpose, for a period of seven years following the Closing, Seller shall, and shall cause the Seller Companies to:
(i) retain the Business Books and Records (including personnel files) of Seller and the other Seller Companies (other than such Business Books and Records of the Transferred Subsidiary that will be transferred to Buyer at the Closing) that relate to the Business and its operations for periods prior to the Closing;
(ii) upon reasonable notice, afford the Representatives of Buyer reasonable access (including the right to make, at Buyer’s expense, photocopies), during normal business hours, to such Business Books and Records; and
(iii) upon reasonable notice, make available to Buyer Seller’s employees that are or were involved in the Business on or prior to Closing for purposes of pursing or defending any such claims.
(c) Buyer and Seller and its Affiliates shall comply with the obligations set forth in Schedule 6.10(c).
(d) Neither Buyer nor Seller shall be obligated to provide the other party with access to any books or records (including personnel files) pursuant to this Section 6.10 where such access would violate any Law.
Business Books and Records. Subject to Sellers' right of access subsequent to the Closing Date set forth below in this Article 2, the books and records relating to the Purchased Assets and the Business identified on Schedule 2.1(A)(6) attached hereto (the "Business Books and Records");
