Delivery of Files and Records. Purchaser agrees to provide Servicer with at least fifteen (15) business days prior written notice of the intended Conversion Date, and instructions as to where the Loan files shall be delivered by Servicer. No later than three (3) business days prior to the Conversion Date, Servicer shall deliver to Purchaser each Loan file.
Delivery of Files and Records. (a) Subject to completion of Specific Conveyances as provided in Clause 6.1, Vendor shall, at Vendor's cost, to the extent they are in Vendor's possession or control, deliver to Purchaser at Closing or forthwith thereafter the Title and Operating Documents and all other files, records and other documents and materials included in the Miscellaneous Interests, all in an organized form. Vendor may retain photocopies of any Title and Operating Documents and any other files, records and other documents included in the Miscellaneous Interests.
(b) Notwithstanding anything contained herein, with respect to the Title and Operating Documents, and all other files, records and other documents included in the Miscellaneous Interests, for a period of seven (7) years after the Closing Time, Purchaser shall give Vendor reasonable access to all such materials (including permitting the copying thereof where appropriate) acquired from Vendor and will make its personnel reasonably available for the purpose of providing Vendor, upon Vendor's reasonable request, with assistance in locating information from such records, providing appropriate verifications of documents and information, developing information, reports, submissions and the like relating to Vendor's operation of the Assets prior to the Closing Time, or otherwise providing reasonable assistance which the Parties mutually deem appropriate, provided that any requests by Vendor shall be at the sole cost and expense of Vendor.
(c) At Closing, Vendor shall either provide the documents included in the Miscellaneous Interests or undertake to deliver them within twenty-one (21) days following the Closing Time.
Delivery of Files and Records. (a) To the extent not delivered to Buyer on the Closing Date, Seller shall:
(i) except as Buyer may otherwise consent to in writing, deliver to Buyer all Business Books and Records (excluding Later-Disclosed Business Books and Records to be delivered pursuant to Section 6.18(a)(ii)), including all protocols, procedures, specifications, historical patient test results from the seven (7) years prior to the Closing Date, quality metrics, and other Business-related information, records, data, patent applications, correspondence files within Seller’s possession or control and kept in the ordinary course of business, and all submissions, inquiries and correspondence files with Medicare Administrative Contractors and other Governmental Authorities (except those reasonably necessary for Seller to perform its obligations under the VA Arrangement, unless and until such VA Arrangement is terminated as set forth in Section 6.20), promptly after the Closing Date;
(ii) promptly reduce any Later-Disclosed Trade Secrets included in any Business Intellectual Property Assets or Later-Disclosed Business Books and Records to a complete and accurate written format that no longer includes any Non-GPS Trade Secrets (the “GPS Trade Secrets”), deliver such GPS Trade Secrets and such Later-Disclosed Books and Records to Buyer with reasonably promptness after the Closing Date in reasonable increments on a rolling basis, and in a manner reasonably designed to prioritize delivery of GPS Trade Secrets so as to facilitate Xxxxx’s establishment of a laboratory to perform the GPS Test;
(iii) as and when reasonably requested by Xxxxx, and at Seller’s sole expense, reasonably assist Buyer in testing the effectiveness of the GPS Trade Secrets to ensure such GPS Trade Secrets function to perform the GPS Test in substantially the same manner as so performed by Seller immediately prior to the Closing Date;
(iv) if Buyer so requests after the Closing Date, provide Buyer reasonable access to Seller’s records relating to the assignment by inventors of the inventions claimed in the patent rights included in the Business Intellectual Property Assets to Seller (or any predecessor-in-interest), and allow Buyer to make copies of any such records for its legal archive.
(b) If any Governmental Authority requires access to portions of the Books and Records of Seller for legal or regulatory purposes relating to the Purchased Assets or the Business, then Seller shall cooperate with such Governmental Authori...
Delivery of Files and Records. Within sixty (60) business days after the Closing, Seller shall deliver to Buyer all files and records relating to the Company and the Interests and not previously delivered to Buyer and information relating to the Limited Partnerships, including tax, investor and accounting information. Buyer will make such files and records available to Seller for a period of three (3) years after the Closing.
Delivery of Files and Records. In the manner provided in the Mortgage Loan Delivery Procedures, Exhibit G, and the GNMA Requirements, the Seller shall forward to the Purchaser all Mortgage Loan Files including copies of the Mortgage Loan Documents the originals of which must be held by the Custodian to the extent such documents are then available.
