Delivery and Maintenance of Records. At Purchaser’s cost, (i) Seller shall use reasonable efforts to make electronic copies of any Records in Seller’s possession available to Purchaser on or before the Closing in the format in which such electronic records are currently maintained and (ii) shall reasonably cooperate with Purchaser in connection with any conversion of the Records that is reasonably necessary to integrate such Records into Purchaser’s systems, provided, however, that any delay, failure or inability to effect such conversion or integration shall not delay the Closing hereunder. Seller shall make available to Purchaser at Closing any originals of the Records located on any of the lands covered by the Easements or identified in Sections 1.2(a), 1.2(b), 1.3(a) and 1.3(b), at the location at which they are currently held. Seller may retain original Records of those items set forth in Section 1.2(g) or Section 1.3(g) and/or copies of any Records. Upon Purchaser’s written request following the Closing, Seller shall provide Purchaser with reasonable access to all of the original Records in Seller’s possession.
(a) On or before the date hereof, Seller will provide Purchaser with all assignments, bills of sale and other conveyance documents and agreements that conveyed the Dew Pipeline Assets to the Company.
(b) Purchaser, for a period of seven (7) years following Closing, will (i) retain electronic copies of the Records, (ii) provide Seller, its Affiliates, and its and their officers, employees and representatives with access to the Records during normal business hours and upon reasonable prior notice for review and copying at Seller’s expense, and (iii) provide Seller, its Affiliates, and its and their officers, employees and representatives with access, during normal business hours and upon reasonable prior notice, to materials received or produced after Closing relating to any Indemnity Claim made under Section 11.4 of this Agreement for review and copying at Seller’s expense.
Delivery and Maintenance of Records. Seller, at Seller's cost, shall deliver the Records to Buyer within ten (10) days following Closing. Seller may retain copies of any Records delivered to Buyer.
Delivery and Maintenance of Records. Seller, at Seller’s sole cost and expense, shall deliver the Records to Buyers at Closing. Seller may retain copies of any Records at Seller’s sole cost and expense.
Delivery and Maintenance of Records. As promptly as practicable, but in any case within 90 days after the Closing Date, or, with respect to Restricted Records, within 90 days after the date that such Restricted Records cease to be Restricted Records, Chaco will deliver or cause to be delivered to Xxxxx to a location designated by Xxxxx all such Records; provided, however, that Chaco may retain:
5.5.1 Originals of all accounting, financial and tax Records for the Assets attributable to all periods prior to the Closing Date; provided, however, that Chaco shall provide Xxxxx with copies of all such accounting, financial and tax Records that Xxxxx may reasonably request; and
Delivery and Maintenance of Records. (a) Within three days after execution of this Agreement, AEO shall deliver well files, revenue decks, accounts payable vendor listings, production information, and royalty owner information.
(b) AEO may retain copies of any of the Information that it needs for litigation, tax, accounting, and auditing purposes and may use it only for those purposes.
Delivery and Maintenance of Records. (a) Sellers shall deliver the Records in Sellers’ possession or control to Purchaser within ten (10) days following Closing, in the format in which those Records are maintained in the ordinary course of business. Sellers may retain copies of any Records.
(b) Purchaser, its successors or assigns shall preserve the Records for a period of three years after the Closing, or for such longer period (a) as is required by any applicable Law, (b) as is ordered by any Court of competent jurisdiction, or (c) during which there is an ongoing audit or investigation of Sellers, their respective estates, or any successor thereto (collectively, the “Debtor Parties” and each, a “Debtor Party”) with respect to such periods. During such three-year period (as may be extended), Purchaser, its successors or assigns shall (x) keep such Records reasonably accessible, including maintaining all computer hardware, software, and applications necessary to access such Records in a usable form, (y) not destroy or dispose of any Records without the prior written consent of the Debtor Parties, who shall include, but not be limited to, any Debtor Party, a chapter 11 trustee, a chapter 7 trustee, or a liquidating trustee, each acting on behalf of any Debtor Party (each, “Control Person”), and (z) permit any Control Person reasonable access to any Record upon request, including making any paper or electronic copies thereof at the respective Debtor Party’s expense. Records may be sought under this Section 1.5(b) for any reasonable purpose, including, without limitation, to the extent reasonably required in connection with the administration of the bankruptcy cases of any Debtor Party, any audit, accounting, tax matter, litigation matter, disclosure required by Law, or any other similar needs of any Control Person.
Delivery and Maintenance of Records. Seller, at Seller’s sole cost and expense, shall deliver the Records to Buyer within fifteen (15) days following Closing. Seller may retain copies of any Records. Buyer, for a period of seven (7) years following Closing, will (i) retain the Records, (ii) provide Seller, its affiliates and their respective officers, employees and representatives with reasonable access to the Records during normal business hours for review and copying for legitimate business reasons at Seller’s expense, and (iii) provide Seller, its affiliates and their respective officers, employees and representatives, with reasonable access, during normal business hours, to materials received or produced after Closing, for review and copying at Seller’s expense.
Delivery and Maintenance of Records. (i) As promptly as practicable, but in any case within 90 days after the Closing Date, Seller will deliver or cause to be delivered to Buyer to a location designated by Buyer in Albuquerque, New Mexico all Business Records; provided, however, that Seller may retain:
(a) Originals of all accounting, financial and tax Business Records for the Assets attributable to all periods prior to the Closing Date; provided, however, that Seller shall provide Buyer with copies of all such accounting, financial and tax Business Records that Buyer may reasonably request; and
(b) Copies of any other Business Records that Seller elects to retain.
(ii) Until December 31, 2000, Buyer shall:
(A) Retain the Business Records obtained by Buyer, (B) furnish copies of such Business Records to Seller upon Seller's written request and at Seller's sole expense and (C) make such Business Records available to Seller and its Representatives upon reasonable notice and during normal business hours; and
(b) Grant Seller or Seller's Representatives reasonable access to Buyer's Representatives on a mutually convenient basis to obtain information, in addition to the Business Records, with respect to the continuing obligations or rights, if any, of Seller under this Agreement or with respect to the Assets and use its reasonable efforts to cause any such Representatives to cooperate with Seller by testifying or furnishing evidence, as applicable, at Seller's request and expense in any proceedings relating to the Assets or Seller's continuing obligations under this Agreement, if any.
Delivery and Maintenance of Records. (a) Seller shall use reasonable efforts to deliver the Records (FOB Seller’s office) to Buyer within five (5) days following Closing.
(b) Buyer, for a period of three (3) years following Closing, will (i) retain the Records and (ii) provide Seller, its affiliates, and its and their officers, employees and representatives with access to the Records during normal business hours for review and copying at Seller’s expense in the event Seller needs such access for litigation, tax, accounting, and auditing purposes.
Delivery and Maintenance of Records. As promptly as practicable, but in any case within 90 days after the Closing Date, or, with respect to Restricted Records, within 90 days after the date that such Restricted Records cease to be Restricted Records, Chaco will deliver or cause to be delivered to Gxxxx to a location designated by Gxxxx all such Records; provided, however, that Chaco may retain:
5.5.1 Originals of all accounting, financial and tax Records for the Assets attributable to all periods prior to the Closing Date; provided, however, that Chaco shall provide Gxxxx with copies of all such accounting, financial and tax Records that Gxxxx may reasonably request; and
5.5.2 Copies of any other Records that Chaco elects to retain. For the purposes, of this Agreement, "Records" shall mean all existing financial, accounting, tax, business and other files, documents, instruments, papers, core drilling records in electronic media format if requested by Gxxxx, books, ledgers and records relating to the Assets but excluding (a) work product of legal counsel, (b) documents relating to the negotiation and consummation of the transactions contemplated by this Agreement, (c) computer software and (d) documents whose disclosure or transfer is prohibited or restricted by third party agreement, unless the necessary consent of the third party or parties has been obtained. "Restricted Records" shall mean any Records that are subject to any transfer restriction. If any Restricted Records may be transferred to Gxxxx upon the payment of a fee or the satisfaction of another condition, and Gxxxx pays such fee or satisfies such condition, such Records shall cease to be Restricted Records.
