Buyer’s Access to Records Sample Clauses

Buyer’s Access to Records. At Buyer’s request, Seller shall make available all records pertaining to production and sale of Delivered Energy to Buyer, as well as financial records or any other records required by Buyer to support the reimbursement of any amounts due to Seller from Buyer under this Agreement or due diligence in connection with Xxxxx’s purchase of the Project. Seller as Owner of the Project
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Buyer’s Access to Records. At Buyer’s request, Seller shall make available all records pertaining to production and sale of Delivered Energy and conveyance of Renewable Attributes to Buyer, as well as any financial records required to support the reimbursement of any amounts due to Seller from Buyer under this Agreement. Seller as Owner of the Project Seller shall at all times retain title to and be the legal and beneficial owner of the Project and the Project shall remain the property of the Seller or Seller’s permitted assigns. The Parties specifically acknowledge and agree that Seller shall be the owner of the Project for federal income tax purposes and, in that connection, shall be entitled to the depreciation deductions associated with the Project as well as any tax credits or other income tax benefits provided under the Code to which the Project may be entitled. INTERCONNECTION ARRANGEMENTS
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Buyer’s Access to Records. 15.1 For a period of two years after the Completion Date, the Seller shall, and shall cause its affiliates that it controls to, furnish or cause to be furnished to the Buyer or its representatives access, during normal business hours, to such books, records, manuals and other information and assistance relating to any Group Company (to the extent within the control of such party) as is reasonably necessary for financial reporting, accounting and Tax matters or other reasonable purposes and provide such information and assistance as may reasonably be required by the Buyer in connection with matters related to or affected by the operations of the Group prior to the Completion Date (provided that such information and assistance shall be provided by the Seller or its affiliates it controls for a period of six years after Completion where it is required by the Buyer in connection with the taxation of the Buyer or any of its Affiliates). 15.2 If the Seller wishes to dispose of any of such books, records, manuals or other information prior to the expiration of the six year period referred to above the Seller shall, prior to doing so, give the Buyer a reasonable opportunity to segregate and remove such books, records, manuals or other information as the Buyer may select. 15.3 The Seller shall take all reasonable steps, and shall cause its affiliates it controls to take all reasonable steps to, provide the Buyer and its affiliates with financial statements and related information (collectively “Additional Financial Information”) sufficient to permit any of them to fulfil their obligations to include financial disclosure relating to the Group on a timely basis under the Exchange Act, including in (a) the preparation of the audited combined consolidated balance sheets incorporating the Group Companies as of 31 December 2006 (including the notes contained therein or annexed thereto) (the “2006 Audited Financial Statements”), (b) the preparation of the audited combined consolidated balance sheets incorporating the Group Companies as of 31 December 2007, and the related audited combined consolidated statements of income and cash flows for the financial year then ended (including the notes contained therein or annexed thereto) (collectively, the “2007 Audited Financial Statements”), (c) the preparation of the audited combined consolidated balance sheets incorporating the Group Companies as of 31 December 2008, and the related audited combined consolidated statements of i...
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Buyer’s Access to Records. (a) The Company shall afford, and shall cause each of the Consolidated Subsidiaries to afford, Buyer and its authorized representatives, access during normal business hours to their respective properties, books and records, in order that they may have the opportunity to make such investigations as they shall desire to make of the affairs of the Company and each Consolidated Subsidiary. The Company shall cause its trustees, officers, employees, investment bankers, counsel, accountants and other authorized representatives to furnish such additional financial and operating data and other information as Buyer and such other Persons shall from time to time reasonably request. (b) Nothing in this Section 8.4 shall be construed as a limitation upon Buyer's right to receive information from the Company as a shareholder and beneficiary of the Company under California law.
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Buyer’s Access to Records. (a) Seller shall permit Buyer to review and make, at Buyer's expense, photocopies or other reproductions of, plans and specifications for the Complex and Complex systems (including any available "as built" drawings), maintenance records, licenses, reports, certificates, contracts and such other items relating to the construction or operation of the Complex as may be in the possession of or readily accessible to Seller at the time such request is received ("Complex Records"). (b) Except as otherwise provided in this Agreement, Seller makes no representation or warranty and assumes no liability for the accuracy, availability, or completeness of any of the Complex Records and Buyer assumes all risk in connection with the use thereof and releases Seller from any liability in connection with the use of any of the Complex Records by Buyer or by any other person acting on behalf of or through Buyer. If for any reason whatsoever title to the Complex does not pass to Buyer and no litigation is pending between the parties with respect to this Agreement, Buyer shall immediately return to Seller all Complex Records, including any photocopies, reproductions or summaries thereof, which Buyer or any of its representatives have obtained, without retaining any copies thereof.
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Buyer’s Access to Records. CONFIDENTIAL INFORMATION; PUBLICITY
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Buyer’s Access to Records. Following the Closing Date and until the Bankruptcy Case related to Seller has been closed, Seller shall permit Buyer and its counsel, tax, financial and other advisors as may be retained from time to time, Affiliates and successors and assigns (collectively, the “Buyer Parties”), reasonable access during business hours to any books and records related to the Business, the Purchased Assets in order to facilitate the resolution of any claims made against or incurred by Buyer relating to the Business. The access referenced in the preceding sentence shall include the right of Buyer Parties to copy and use such records as they reasonably request.
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Buyer’s Access to Records. (a) Buyer, through its officers, employees, counsel, accountants and other authorized representatives, shall have reasonable access to and may inspect the Books and Records and may discuss the affairs and accounts of the Company with officers and other employees of the Company and Seller and their counsel, accountants and other authorized representatives (in the presence of representatives of Seller, at Seller's election). Buyer shall conduct any inspection or discussion during normal business hours and in a manner that does not interfere with normal business or contravene any Contract to which the Seller or the Company is party. Buyer shall schedule all inspections and discussions to be held at times and places approved in advance by Xxxxx Xxxxx or Xxxxx Xxxxxx of the Company (or, in their absence, any other officer of the Company), which approval shall not be unreasonably withheld. From and after the Closing, Seller will give and will cause its Affiliates to give representatives of Buyer reasonable access to all Books and Records of Seller and its Affiliates reasonably requested by Xxxxx in the preparation of any post-Closing financial statements, reports, or Tax Returns of the Company or necessary for Buyer to make any required filings or to respond to any audit or inquiry of any Governmental Authority (it being agreed that any withholding of approval to hold discussions with outside counsel with respect to litigation on the basis that such discussions may result in a waiver of a privilege shall be deemed (b) Seller will use reasonable efforts to ensure that Buyer has access (i) to such books and records of Third Party Vendors as are reasonably related to the provision of services by such Third Party Vendors to Seller or the Company and (ii) to discuss the affairs and accounts of the Company with the officers and other employees of such Third Party Vendors, such access to be on substantially the same terms and conditions as the access to the Company set forth in Section 5.3(a) above.
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Related to Buyer’s Access to Records

  • AUDITS; ACCESS TO RECORDS The CONTRACTOR shall make available to the COUNTY, its authorized agents, officers, or employees, for examination any and all ledgers, books of accounts, invoices, vouchers, cancelled checks, and other records or documents evidencing or relating to the expenditures and disbursements charged to the COUNTY, and shall furnish to the COUNTY, within sixty (60) days after examination, its authorized agents, officers or employees such other evidence or information as the COUNTY may require with regard to any such expenditure or disbursement charged by the CONTRACTOR. The CONTRACTOR shall maintain full and adequate records in accordance with County requirements to show the actual costs incurred by the CONTRACTOR in the performance of this Agreement. If such books and records are not kept and maintained by CONTRACTOR within the County of Mendocino, California, CONTRACTOR shall, upon request of the COUNTY, make such books and records available to the COUNTY for inspection at a location within County or CONTRACTOR shall pay to the COUNTY the reasonable, and necessary costs incurred by the COUNTY in inspecting CONTRACTOR’s books and records, including, but not limited to, travel, lodging and subsistence costs. CONTRACTOR shall provide such assistance as may be reasonably required in the course of such inspection. The COUNTY further reserves the right to examine and reexamine said books, records and data during the four (4) year period following termination of this Agreement or completion of all work hereunder, as evidenced in writing by the COUNTY, and the CONTRACTOR shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatsoever for four

  • Access to Records The Contractor and its subcontractors, if any, shall maintain all books, documents, papers, accounting records, and other evidence pertaining to all costs incurred under this Contract. They shall make such materials available at their respective offices at all reasonable times during this Contract, and for three (3) years from the date of final payment under this Contract, for inspection by the State or its authorized designees. Copies shall be furnished at no cost to the State if requested.

  • Governmental Access to Records BA shall make its internal practices, books and records relating to the use and disclosure of Protected Information available to CE and to the Secretary of the U.S. Department of Health and Human Services (the “Secretary”) for purposes of determining BA’s compliance with HIPAA [45 C.F.R. Section 164.504(A)(2)(ii)(I)]. BA shall provide CE a copy of any Protected Information and other documents and records that BA provides to the Secretary concurrently with providing such Protected Information to the Secretary.

  • Access to Records; Contractor Financial Records Contractor agrees that District and its authorized representatives are entitled to review all Contractor books, documents, papers, plans, and records, electronic or otherwise (“Records”), directly pertinent to this Contract for the purpose of making audit, examination, excerpts, and transcripts.

  • Access to Records; Copies The Assuming Bank agrees to permit the Receiver and the Corporation access to all Records of which the Assuming Bank has custody, and to use, inspect, make extracts from or request copies of any such Records in the manner and to the extent requested, and to duplicate, in the discretion of the Receiver or the Corporation, any Record in the form of microfilm or microfiche pertaining to Deposit account relationships; provided, that in the event that the Failed Bank maintained one or more duplicate copies of such microfilm or microfiche Records, the Assuming Bank hereby assigns, transfers, and conveys to the Corporation one such duplicate copy of each such Record without cost to the Corporation, and agrees to deliver to the Corporation all Records assigned and transferred to the Corporation under this Article VI as soon as practicable on or after the date of this Agreement. The party requesting a copy of any Record shall bear the cost (based on standard accepted industry charges to the extent applicable, as determined by the Receiver) for providing such duplicate Records. A copy of each Record requested shall be provided as soon as practicable by the party having custody thereof.

  • Access to Records after Closing (a) For a period of ------------------------------- six years after the Closing Date, Parent and its representatives shall have reasonable access to all of the books and records of the Companies to the extent that such access may reasonably be required by Parent in connection with matters relating to or affected by the operations of the Companies prior to the Closing Date. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Parent shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 13.6(a). If Buyer --------------- or the Companies shall desire to dispose of any of such books and records prior to the expiration of such six-year period, Buyer shall, prior to such disposition, give Parent a reasonable opportunity, at Parent's expense, to segregate and remove such books and records as Parent may select. (b) For a period of six years after the Closing Date, Buyer and its representatives shall have reasonable access to all of the books and records relating to the Companies which Parent or any of its Affiliates may retain after the Closing Date. Such access shall be afforded by Parent and its Affiliates upon receipt of reasonable advance notice and during normal business hours. Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 13.6(b). If Parent or any of its Affiliates shall --------------- desire to dispose of any of such books and records prior to the expiration of such six-year period, Parent shall, prior to such disposition, give Buyer a reasonable opportunity, at Buyer's expense, to segregate and remove such books and records as Buyer may select.

  • Access to Records and Documents It shall permit the Administrative Agent (or, if Independent Accountants are not engaged by the Collateral Manager or the Borrower, Protiviti, Inc. or another nationally recognized audit firm selected by the Administrative Agent with prior notice to the Borrower and subject to delivery of standard confidentiality agreements) to, upon reasonable advance notice and during normal business hours, but, so long as no Event of Default has occurred and is continuing, no more than one (1) time per calendar year, visit and inspect and make copies thereof at reasonable intervals (i) its books, records and accounts relating to its business, financial condition, operations, assets and its performance under the Facility Documents and the Related Documents and to discuss the foregoing with its and such Person’s officers, partners, employees and accountants, and (ii) all of its Related Documents, in each case as often as the Administrative Agent may reasonably request; provided that so long as no Event of Default has occurred and is continuing, the Borrower shall be responsible for all costs and expenses for only one such visit per fiscal year by the Administrative Agent or its respective designees; provided, further, that an officer or employee of the Collateral Manager shall have the opportunity to be present at any discussion between the Administrative Agent, any Lender or any other Person designated by the Administrative Agent, on the one hand, and the Collateral Manager’s accountants, on the other hand. The Administrative Agent shall provide two (2) Business Days’ prior notice to the Lenders of any such visit and any Lender shall be permitted to accompany the Administrative Agent in such visit. Any such visit and inspection shall be made simultaneously with any visit and inspection pursuant to Section 5.01(e).

  • Access to Records and Personnel Indivior shall ensure the IRO has access to all records and personnel necessary to complete the reviews listed in this Section III.E., and that all records furnished to the IRO are accurate and complete.

  • Maintenance of and Access to Records The Servicer will maintain each Receivable File in the United States (it being understood that the Receivable Files, or any part thereof, may be maintained at the offices of any Person to whom the Servicer has delegated responsibilities in accordance with Section 6.5). The Servicer will make available to the Issuer and the Indenture Trustee or their duly authorized representatives, attorneys or auditors a list of locations of the Receivable Files upon request. The Servicer will provide access to the Receivable Files, and the related accounts records, and computer systems maintained by the Servicer at such times as the Issuer or the Indenture Trustee direct, but only upon reasonable notice and during the normal business hours at the respective offices of the Servicer.

  • RECORD RETENTION AND ACCESS TO RECORDS Provided Contractor is given reasonable advance written notice and such inspection is made during normal business hours of Contractor, the State or any duly authorized representatives shall have unimpeded, prompt access to any of Contractor’s books, documents, papers, and/or records which are maintained or produced as a result of the project for the purpose of making audits, examinations, excerpts, and transcriptions. All records related to this agreement shall be retained by Contractor for three (3) years after final payment is made under this agreement and all pending matters are closed; however, if any audit, litigation or other action arising out of or related in any way to this project is commenced before the end of the three (3) year period, the records shall be retained for one (1) year after all issues arising out of the action are finally resolved or until the end of the three (3) year period, whichever is later.

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