Continuing Access to Records Clause Samples
The Continuing Access to Records clause ensures that one party retains the right to access certain records or documents even after the conclusion of a contract or business relationship. Typically, this clause applies to financial records, compliance documentation, or other materials relevant to audits, regulatory reviews, or dispute resolution, and it may specify a time period during which access must be granted. Its core function is to provide ongoing transparency and accountability, allowing parties to verify compliance or resolve issues that may arise after the main agreement has ended.
Continuing Access to Records. For a period of not less than four (4) years from Closing (plus any additional time during which any Party has been advised that there is an ongoing tax audit with respect to periods prior to Closing, or such period is otherwise open to assessment), each Party agrees to give the other Party all needed co-operation access and staff assistance and other data retained by it (as may be necessary for the relevant Party for business purposes, including without limitation for the preparation of tax returns and financial statements, the management and handling of tax audits and the transfer of any Intellectual Property Rights to the Buyers and/or the Companies (including the transfer of droits d’auteurs)).
Continuing Access to Records. (a) For a period of not less than six (6) years from the Closing Date, subject to the Confidentiality Agreement: (i) each of the Parent and the Buyer agrees to give the Seller reasonable cooperation, access, and staff assistance, as reasonably necessary, during normal business hours with respect to books and records and other financial data delivered to the Buyer or the Parent hereunder or in the possession of the Company for periods prior to Closing relating to the Seller's prior ownership of the Company; and (ii) the Seller agrees to give the Buyer reasonable cooperation, access and staff assistance, as needed, during normal business hours with respect to the Seller's books and records and other financial data relating to the Company that are retained by the Seller, as may be reasonably necessary for the Buyer's ownership of the Company.
(b) After the Closing Date, the Parent, the Buyer and the Seller shall each make available to the other, as reasonably requested, all information, records or documents relating to taxes of the Company for all taxable periods or portions thereof ending on or before the Closing Date, and shall preserve all such information, records and documents until the expiration of any applicable statute of limitations or extensions thereof.
Continuing Access to Records. Except as otherwise required by Section 8.06(c), for a period of not less than five (5) years from the Closing Date:
(i) Buyer agrees to give Seller reasonable cooperation, access, and staff assistance, as reasonably necessary, during normal business hours with respect to books and records and other financial data delivered to Buyer hereunder or in the possession of Holdings or the Companies for periods prior to Closing as may be necessary for general business purposes, and (ii) Seller agrees to give Buyer reasonable cooperation, access and staff assistance, as needed, during normal business hours with respect to books and records and other financial data relating to Holdings or the Companies that are retained by Seller, as may be reasonably necessary for general business purposes.
Continuing Access to Records. For a period of not less than three (3) years from the Closing Date (plus any additional time during which the Buyer has been advised that (a) there is an ongoing tax audit with respect to periods prior to the Closing Date, or (b) such period is otherwise open to assessment) the Buyer agrees to give TMS or its liquidating agent or such agent's assignee reasonable cooperation, access and staff assistance, as needed, during normal business hours with respect to books and records and other financial data delivered to the Buyer hereunder. TMS agrees to give the Buyer reasonable cooperation, access and staff assistance, as needed, during normal business hours with respect to books and records and other financial data retained by TMS, as may be necessary for general business purposes, including, without limitation for (i) the preparation of tax return and financial statements and (ii) the management and handling of tax audits, to an extent as will not unreasonably interfere with a party's conduct of its business, and to keep such materials reasonably accessible either until TMS's liquidation or the expiration of a period of three (3) years from the Closing Date, whichever is earlier. Neither TMS nor the Buyer will destroy or otherwise dispose of such materials for such time without the written consent of the other party, which shall not be unreasonably withheld, or, in the alternative, without delivering to the other party full and complete copies of such materials.
Continuing Access to Records. From and after the Closing Date, Buyer shall give Shareholder reasonable cooperation, access, and staff assistance, as reasonably necessary, during normal business hours upon reasonable prior notice with respect to books and records and other financial data delivered to Buyer hereunder or under the Gusmer Europe Agreement or in the possession of the Company, any of its subsidiaries, or Gusmer Europe for periods before Closing as may be necessary for legitimate business purposes such as, among others, the preparation of financial statements and tax returns and the defense of litigation. Shareholder agrees to execute a customary confidentiality agreement regarding all such books and records so obtained from Buyer.
Continuing Access to Records. Subject to the provisions of Section 13.8, which shall prevail where they apply, for a period of six years following the Closing Date, the Buyer shall give the Sellers reasonable cooperation, access, and staff assistance, during normal business hours upon reasonable prior notice with respect to books and records and other financial data delivered to the Buyer hereunder or in the possession of the Company or any of its subsidiaries for periods on or before Closing as may be necessary or desirable for legitimate business purposes, including the preparation of financial statements and tax returns and the defense of litigation. The Sellers agree to execute a customary confidentiality agreement regarding all such books and records and other financial data so obtained.
Continuing Access to Records. For a period of not less than three (3) years from the Closing Date (plus any additional time during which a party has been advised that (a) there is an ongoing tax audit with respect to periods prior to the Closing Date, or (b) such period is otherwise open to assessment) Newco agrees to give B▇▇▇▇▇▇ reasonable cooperation, access and staff assistance, as needed, during normal business hours with respect to books and records and other financial data delivered to Newco hereunder, and B▇▇▇▇▇▇ agree to give Newco reasonable cooperation, access, and staff assistance, as needed, during normal business hours with respect to books and records and other financial data relating solely to the Business or the Contributed Assets retained by B▇▇▇▇▇▇, as may be necessary for the defense, compromise or settlement of any Third Party Claim or for general business purposes, including, without limitation for (x) the preparation of tax return and financial statements and (y) the management and handling of tax audits, to an extent as will not unreasonably interfere with a party's conduct of its business, and to keep such materials reasonably accessible. Notwithstanding the foregoing, for as long as Newco is prosecuting or defending any claims (or reasonably anticipates any claims) involving any third party (including any appeal or right to appeal), upon written notice to B▇▇▇▇▇▇, B▇▇▇▇▇▇ shall preserve all records and other information identified by Newco as pertinent to the litigation, or, at the mutual option by Newco and B▇▇▇▇▇▇, shall transfer such materials to Newco at Newco's expense.
Continuing Access to Records. For a period of not less than three ---------------------------- (3) years from the Closing Date (plus any additional time during which a party has been advised that (a) there is an ongoing tax audit with respect to periods prior to the Closing Date, or (b) such period is otherwise open to assessment) Buyer agrees to give Sellers reasonable cooperation, access and staff assistance, as needed, during normal business hours with respect to books and records and other financial data delivered to Buyer hereunder, and Sellers agree to give Buyer reasonable cooperation, access, and staff assistance, as needed, during normal business hours with respect to books and records and other financial data retained by Sellers, as may be necessary for general business purposes, including, without limitation for (x) the preparation of tax return and financial statements and (y) the management and handling of tax audits, to an extent as will not unreasonably interfere with a party's conduct of its business, and to keep such materials reasonably accessible. A party will not destroy or otherwise dispose of such materials for such time without the written consent of the other party, which shall not be unreasonably withheld. From and after the Closing Date, Tyson agrees to furnish to Buyer such financial information as Buyer shall reasonably request in connection with, and for inclusion in, any filings required to be made by Buyer with the Securities Exchange Commission or any other governmental authorities, including, without limitation, the 1996 Audit; provided, however, that the foregoing shall not require Tyson to furnish any such financial information in a format different than that format then used by Tyson for its own internal purposes or cause any such financial information to be audited and reported upon by independent certified public accountants. Buyer shall reimburse Tyson for its actual cost and expense (including, without limitation, reasonable professional fees and expenses) incurred in furnishing such financial information (other than the cost of preparing the 1996 Audit) to Buyer.