Continuing Access to Information. After the Closing, Purchaser shall give (and shall cause its Affiliates to give) Seller and its Representatives 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 Business or the Transferred Assets 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; or (c) complying with any audit request, subpoena or other investigative demand by any Governmental Body or for any civil litigation. For a period of six years following the Closing, or such longer period as may be required by applicable Legal Requirements or necessitated by applicable statutes of limitations, Purchaser shall maintain all books and records related to the Transferred Assets in the jurisdiction in which such books and records were located prior to the Closing and shall not destroy or dispose of any of such books and records.
Continuing Access to Information. After the Closing, Purchaser shall give (and shall cause its Affiliates to give) Seller and its Representatives 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 Company, the Business, or the Transferred CONFIDENTIAL Assets 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 except with respect to the Company; or (c) complying with any audit request, subpoena or other investigative demand by any Governmental Body or for any civil litigation except with respect to the Company. For a period of six years following the Closing, or such longer period as may be required by applicable Legal Requirements or necessitated by applicable statutes of limitations, Purchaser shall, and shall cause the Company to, maintain all books and records of the Company or related to the Transferred Assets in the jurisdiction in which such books and records were located prior to the Closing and shall not destroy or dispose of any of such books and records.
Continuing Access to Information. Following the Closing, the Seller shall make its Representatives reasonably available to the Purchaser at reasonable times to answer questions related to the Transferred Assets and the PPSA Business as conducted pre-Closing by the Seller.
Continuing Access to Information. Unless otherwise consented to in writing by Parent or Purchaser, as the case may be, each party hereto shall not, for a period of seven years following the Closing, destroy, alter or otherwise dispose of any of the books and records of Seller relating to the Business without first offering to surrender to Parent or Purchaser, as applicable, such books and records or any portion thereof of which Seller or Purchaser, as applicable, may intend to destroy, alter or dispose. After the Closing Date, each party shall give to the other reasonable access during normal business hours to (and shall allow such other party and its Representatives to make copies of) any accounting books and records and other financial data related to the Business as may be necessary for: (a) preparation of Tax Returns and financial statements that are the responsibility of each party; (b) management and handling of any Tax audits and Tax disputes; and (c) complying with any audit request, subpoena or other investigative demand by any Governmental Body or for any civil litigation, or for any other reasonable purpose.
Continuing Access to Information. Asanko shall, in order to facilitate the GF Parties’ monitoring of Asanko Parties compliance with their respective obligations under this Agreement, including the progress of operations at the Asanko Project compared to the 2018 Operational Plan, and verification of the truth and accuracy of the Asanko Parties’ representations and warranties, during the Interim Period:
(a) make the Books and Records available for examination by the GF Parties and their Affiliates, on a reasonable basis during normal business hours and upon reasonable notice;
(b) provide the GF Parties and their Affiliates with reasonable access during normal business hours and upon reasonable notice to the Asanko Project and Asanko’s and its Subsidiaries’ businesses, properties, assets and such other data as the GF Parties may reasonably request; and
(c) make available to the GF Parties and their Affiliates, on a reasonable basis during normal business hours and upon reasonable notice, such personnel of the Asanko Parties and their Affiliates with knowledge of the Asanko Project to answer questions concerning the Books and Records and the businesses, properties, assets and liabilities of Asanko and its Affiliates.
Continuing Access to Information. Through the Effective Time, CCC shall permit NCBE and its authorized representatives reasonable access during regular business hours to CCC's properties and those of the Bank. CCC shall make its and the Bank's directors, management and other employees and agents and authorized representatives (including counsel and independent public accountants) available to confer with NCBE and its authorized representatives at reasonable times and upon reasonable request, and CCC shall, and shall cause the Bank to, disclose and make available to NCBE, and shall use its best efforts to cause its agents and authorized representatives to disclose and make available to NCBE, all books, papers and records relating to the assets, properties, operations, obligations and liabilities of CCC and the Bank, including, but not limited to, all books of account, tax records, minute books of directors' and shareholders' meetings, organizational documents, material contracts and agreements, loan files, filings with any regulatory authority, accountants' workpapers (if available and subject to the respective independent accountants' consent), litigation files (but only to the extent that such review would not result in a material waiver of the attorney-client or attorney work product privileges under the rules of evidence), plans affecting employees, and any other business activities or prospects in which NCBE may have a reasonable and legitimate interest in furtherance of the transactions contemplated by this Agreement.
Continuing Access to Information. Seller and each of the Affiliated Seller Entities will afford to the MBFI Parties, and to their respective accountants, counsel and other representatives, reasonable access, upon receipt of reasonable prior notice, in a manner not unduly disruptive to the business of any of them, during normal business hours throughout the period prior 117 to the Effective Date, to the premises, and to the books, records, files, documents and personnel of each of them, for the purpose of conducting their ongoing due diligence review of Seller and each of the Affiliated Seller Entities and their respective operations. In addition, each of Seller and the Affiliated Seller Entities agree to provide the MBFI Parties with copies of all of their respective Board of Directors informational materials as soon as practicable after the adjournment of each meeting of such Board of Directors or committee thereof.
Continuing Access to Information. For a period of one (1) year after the Closing Date (or, if longer, until the final determination of the Adjusted Closing Consideration), the Buyer shall, and shall cause the Surviving Corporation and each of its Subsidiaries to, preserve and retain all corporate, accounting, Tax, legal, auditing, and other books and records of the Company and its Subsidiaries relating to the conduct of the business and operations of the Company and its Subsidiaries prior to the Closing Date; provided, that, following the final determination of the Adjusted Closing Consideration, the Buyer, the Surviving Corporation, and its Subsidiaries may transfer, destroy, or discard any such books and records if they first give the Representative reasonable written notice prior to transferring, destroying, or discarding any such books and records; provided, further, if the Representative so requests, the Buyer and the Surviving Corporation shall allow the Representative to take possession of such books and records at the Representative's sole cost and expense. After the Closing Date and during the aforementioned period, the Buyer shall, and shall cause the Surviving Corporation and each of its Subsidiaries to, permit the Representative to have reasonable access to, and to inspect and copy, during normal business hours and upon reasonable advance notice, all materials referred to in this Section 6.01; provided, that such access does not unreasonably interfere with the normal operations of the Surviving Corporation or any of its Subsidiaries; provided, further, that the Representative, on the one hand, and the Buyer, the Surviving Corporation, or any of their respective Subsidiaries, on the other hand, are not engaged in litigation or any other dispute resolution process with each other or such materials do not relate to the subject matter of such litigation or process.
Continuing Access to Information. After the Closing Date, the Purchaser shall give the Seller and its Representatives reasonable access during normal business hours to (and shall allow the Seller and its Representatives to make copies of) any accounting books and records and other financial data acquired by the Purchaser hereunder as may be necessary for: (a) preparation of tax returns and financial statements which are the responsibility of the Seller; (b) management and handling of any tax audits and tax disputes; and (c) complying with any audit request, subpoena or other investigative demand by any Governmental Body or for any civil litigation, or for any other reasonable purpose. After the Closing Date, the Seller shall give (and shall cause its Affiliates to give) the Purchaser and its Representatives reasonable access during normal business hours to (and shall allow the Purchaser and its Representatives to make copies of) any books and records relating to the Transferred Assets. Following the Closing, the Seller shall make its Representatives (and the Representatives of its Affiliates) available to the Purchaser at reasonable times to answer questions related to the Transferred Assets and the AutoTrace Offering.
Continuing Access to Information. Following the Closing, Seller shall give Purchaser and its Representatives reasonable access during normal business hours to (and shall allow Purchaser and its Representatives to make copies of) any books and records relating to the Transferred Assets that are not acquired by Purchaser hereunder for any reasonable purpose.
