Continuing Access. During the Interim Period, YC shall be entitled to continue to access the Properties and the Information and the Vendor shall continue to make available to YC and its professional advisors all information relating to the Properties and the Information, as well as access to the Vendor’s professional advisors. In addition, the Vendor undertakes to use its commercially reasonable efforts to obtain the 2D and 3D seismic data in respect of the Properties from the applicable third parties, and to provide such information to YC immediately upon receipt thereof. For greater certainty, and without limitation, the continuing access and Vendor’s undertaking to obtain the 2D and 3D seismic data shall not give rise to any rights of termination in and to YC on the basis of a “due diligence out”.
Continuing Access. After Closing, the Seller shall execute and deliver to the Purchaser any additional documents and instruments which Purchaser may reasonably determine are necessary to further assure to the Purchaser the consummation of the purchase and sale contemplated herein, without additional expense to the Seller. From and after Closing each party shall afford to the other reasonable access to any information in its possession concerning the operations of the Property (including the right to copy the same at the expense of the party desiring the copy) for purposes of any tax examination or audit or other similar purpose.
Continuing Access. After the Closing, the Purchaser shall give (and shall cause its Affiliates to give) the Selling Parties and their Representatives reasonable access during normal business hours to (and shall, and shall cause its Affiliates to, allow the Selling Parties and their Representatives to make copies of) any books and records and information relating to the Company for any reasonable purpose, including as may be necessary for: (a) preparation of tax returns and financial statements which are the responsibility of any of the Selling Parties; (b) management and handling of any Tax audits and Tax disputes; or (c) complying with any audit request, subpoena or other investigative demand by any Governmental Body or for any civil litigation, in addition to any rights that the Selling Parties may have pursuant to the Shareholder Agreement. This Section 5.5 shall survive the Closing and shall continue in full force and effect, and the Purchaser and the Company shall maintain all such books and records in the same or a similar accessible format and medium as currently existing, until the later to occur of: (i) seven years after the Closing Date; and (ii) the expiration of all applicable statute of limitations periods.
Continuing Access. After the Closing Date and in addition to any rights under the Cushion Gas Litigation Agreement, each of the parties hereto, its Affiliates, and its and their representatives and advisors will have reasonable access to (and the right to make and retain copies of) the records (including, but not limited to email messages) of the HPL Companies and reasonable access to the officers, directors, then-serving employees, members, agents, and any other personnel of the HPL Companies, in each case for purposes of consultation or otherwise to the extent reasonably required in connection with matters relating to the operations of the HPL Companies before the Closing Date, in connection with the performance of its obligations and exercise of its rights under this Agreement (including its prosecution, defense, and settlement of Retained Matters or other litigation or investigations), or otherwise in connection with the Contemplated Transactions. Each of the parties hereto agrees to preserve and cause its Affiliates to preserve all such records for the period of time set forth in any records retention policy in effect at an HPL Entity as of the Closing Date or for any longer period as may be required by law, but in any event for at least 6 years from the Closing Date. Each of the parties hereto and their representatives and advisors will have reasonable access to (and the right to make and retain copies of) the documents, books and records, and other information of the HPL Companies (to the extent currently possessed by the HPL Companies, and such parties shall authorize Buyer or Sellers, as applicable, to seek or obtain, at the expense of the party seeking such access, such documents, books, records, and other information of the HPL Companies that are not currently possessed by such parties). At no cost or expense to the cooperating party other than actual out-of-pocket expenditures (which shall not include attorney’s fees), each party will reasonably (or otherwise upon reimbursement of the cooperating party’s out-of- pocket costs) cooperate and cause their Affiliates to reasonably (or otherwise upon reimbursement of the cooperating party’s out-of-pocket costs) cooperate in connection with any audit, investigation, hearing, or inquiry by any Governmental Authority and any litigation, arbitration, or other Proceeding which may continue or arise after the Closing Date relating to any of the Retained Matters, such cooperation to include making individuals and records reas...
Continuing Access. 11 5.6 Advertising............................................................................................11 5.7 Fiduciary Capacity of TPA..............................................................................11 5.8
Continuing Access. Each Customer owns its relevant Customer Data and Books and Records; provided, however, TPA shall retain the right to continuing access to such Customer Data and Books and Records sufficient to permit TPA to fulfill all of its contractual obligations to such Customer and all applicable Policyholders under this Agreement. The relevant insurance commissioner or governmental officer of any Governmental Entity with jurisdiction over any Customer or TPA shall be entitled to collect proper charges from such Customer incurred in examination of Books and Records maintained under this Agreement in accordance with, and to the extent permitted under, Applicable Law.
Continuing Access. During the period of time from and after the Closing Date through the resolution of any adjustment to the Purchase Price contemplated by this Section 1.4, or, if sooner, the appointment by the Parties of an Accounting Firm pursuant to Section 1.4.3, each Party shall afford to the other Party and such other Party's independent auditors or financial advisors retained by such Party in connection with any adjustment contemplated by Section 1.4, on-site access at all reasonable times upon reasonable telephonic notice to such Party's personnel, advisors, properties, books, contracts, records, schedules, analyses and such Party's working papers as such items reasonably relate to the preparation of the Statement of Working Capital and the Notice of Disagreement.
Continuing Access. For a period of seven years after the Closing Date, Purchaser shall give (and shall cause its Affiliates to give) Seller and its Representatives, at Seller’s expense and upon reasonable advance written notice, reasonable access during normal business hours to (and shall, and shall cause its Affiliates to, allow Seller and its Representatives to make copies of) any books and records and information relating to the Acquired Companies for any reasonable purpose, including as may be necessary for: (a) preparation of tax returns and financial statements which are the responsibility of Seller; (b) management and handling of any Tax audits and Tax disputes which are the responsibility of Seller; (c) complying with any audit request, subpoena or other investigative demand by any Governmental Body or for any civil litigation; or (d) defense or settlement of any matter set forth in Schedule 6.2(c); provided, that in the event of any dispute between Purchaser and Seller or Seller Parent, then with respect to the information that is the subject matter of such dispute the applicable rules of discovery (and not this Section 5.2) shall apply; provided, further, that in no event shall Purchaser be obligated to disclose any information that is subject to a confidentiality obligation existing at Closing or that is subject to attorney-client privilege (it being understood that with respect to any information that is subject to a confidentiality agreement or the attorney-client privilege, Purchaser shall, and shall cause the Acquired Companies to, reasonably cooperate with Seller to enable Seller and its Representatives to enter into appropriate confidentiality, joint defense or similar agreements (or other arrangements), if and as applicable, so that Seller and its Representatives may have access to such information). If any Acquired Company desires to dispose of any such books and records prior to the expiration of such seven-year period, the Acquired Company will, prior to such disposition, notify Seller and give Seller and its Representatives a reasonable opportunity, at such parties’ expense, to segregate and remove such books and records as such parties may select. This
Continuing Access. Interplay covenants and agrees that it will, for a period of at least three years after the Closing, maintain all Tax and financial Records pertaining to the Company and its business, assets and properties prior to the Closing that must be included within the Records of Interplay by virtue of the Company having been a subsidiary of Interplay and/or a member of a reporting group that includes Interplay. After the Closing, Interplay will provide the Company and Buyer and their respective representatives, during normal business hours and upon reasonable notice, with access to such Records and permit such Persons to make and keep electronic or hard copies thereof. If, at any time, Interplay proposes to dispose of any such Records, Interplay will first offer to Buyer to deliver the same to Buyer at Buyer's expense.
Continuing Access. Between the date of this Agreement and the Closing Date, the Sellers, RWD Canada and RWD Colombia shall afford to the Representatives of the Buyers, upon reasonable notice, free and full access during reasonable business hours to the properties, books and records of the Sellers, RWD Canada and RWD Colombia and the right to consult with the Representatives of the Sellers, RWD Canada and RWD Colombia in order that the Buyers may have full opportunity to make such investigations as it shall deem necessary of the operations, properties, business and financial condition of the Sellers, RWD Canada and RWD Colombia.
