Make Records Available Sample Clauses

Make Records Available. To the extent within Seller’s possession and control, Seller shall make available to Purchaser all records, statements and accounts bearing on or relating to the Property, including, without limitation, the operation thereof.
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Make Records Available. From and after the Closing Date, the Buyer shall make available to the Sellers’ Representative and persons acting on behalf of the Sellers’ Representative, from time to time as Sellers’ Representative may reasonably request, copies of such of the records of the Company as may be reasonably required to enable Sellers to defend against claims related to or arising from ownership of the Purchased Stock or operation of the Business prior to the Closing Date; provided, however, that Sellers’ Representative agrees to hold such records in confidence, except to the extent required to defend such claims and to handle such audits, unless (i) readily ascertainable from public or published information or trade sources, (ii) already known or subsequently developed independently by Sellers, (iii) received from a third party not under an obligation to the Buyer to keep such information confidential, or (iv) required by any Law or Order, and to return the same to the Buyer promptly upon the conclusion of its use by Sellers’ Representative for the purposes herein specified. The Buyer shall cause the Company Group retain all such records and make them available to Sellers’ Representative for a period of six (6) years after the Closing Date, and, following such period, the Buyer will not, and will not permit the Company Group to, destroy, alter or otherwise dispose of any books and records of the Company, or any portions thereof, relating to periods prior to the Closing Date without first giving reasonable prior written notice to Sellers’ Representative and offering to surrender to Sellers’ Representative such books and records or such portions thereof.
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Make Records Available. From and after the Closing Date, Buyer shall make available to Seller, from time to time as Seller may reasonably request, copies of such of the records transferred to Buyer by Seller pursuant to this Agreement as may be reasonably required to enable Seller to defend against or assert claims related to or arising from ownership of the Transferred Assets or the conduct of the Business by Seller and the Seller Subsidiaries prior to the Closing Date and to handle tax and financial audits involving the Division or the Business thereof; provided, however, that the Seller agrees to hold such records in confidence, except to the extent required to defend or assert such claims and to handle such audits, and to return the same to Buyer promptly upon the conclusion of their use by Seller for the purposes herein specified.
Sample 1
Make Records Available. Seller will use reasonable diligence to make available to Purchaser all reasonably requested records, statements and accounts directly relating to the Property and the operation thereof, to the extent (and only to the extent) that such item are available and in Seller’s actual possession.
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Make Records Available. Subject to the terms hereof, the Company shall make available to Investor all records, statements and accounts bearing on or relating to the Membership Interests and each Property, including, without limitation, the operation thereof, in each case, in the Company’s possession. In conducting such review, Investor shall not unreasonably interfere with the Company’s use or operation of any Property.
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Make Records Available. Seller shall make available to Buyer all historical expense records, statements and accounts, to the extent they exist or are in Seller’s possession, bearing on or relating to the Real Property for the last three (3) years.
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Make Records Available. The business associate must make its internal practices, books, and records relating to the use and disclosure of PHI received from, or created or received by, the business associate, on behalf of the covered entity, available to the Secretary of the Department of Health and Human Services for purposes of determining the covered entity's compliance with HIPAA.  ______________ _________________ _________________
Sample 1
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Related to Make Records Available

  • Records and Reports of Inventory Each Borrower shall keep accurate and complete records of its Inventory, including costs and daily withdrawals and additions, and shall submit to Agent inventory and reconciliation reports in form satisfactory to Agent, on such periodic basis as Agent may request. Each Borrower shall conduct a physical inventory at least once per calendar year (and on a more frequent basis if requested by Agent when an Event of Default exists) and periodic cycle counts consistent with historical practices, and shall provide to Agent a report based on each such inventory and count promptly upon completion thereof, together with such supporting information as Agent may request. Agent may participate in and observe each physical count.

  • RECORDS AND STATEMENTS The records of the Trustee pertaining to the Plan must be open to the inspection of the Plan Administrator, the Advisory Committee and the Employer at all reasonable times and may be audited from time to time by any person or persons as the Employer, Plan Administrator or Advisory Committee may specify in writing. The Trustee must furnish the Plan Administrator or Advisory Committee with whatever information relating to the Trust Fund the Plan Administrator or Advisory Committee considers necessary.

  • Books, Records and Financial Statements At all times during the continuance of the Company, the Company shall maintain, at its principal place of business, separate books of account for the Company that shall show a true and accurate record of all costs and expenses incurred, all charges made, all credits made and received and all U.S. income derived in connection with the operation of the Company’s business in accordance with generally accepted accounting principles consistently applied, and, to the extent inconsistent therewith, in accordance with this Agreement. Such books of account, together with a copy of this Agreement and the Certificate, shall at all times be maintained at the principal place of business of the Company and shall be open to inspection and examination at reasonable times and upon reasonable notice by each Member and its duly authorized representative for any purpose reasonably related to such Member’s Interest; provided that the Company may maintain the confidentiality of Schedule A.

  • Books, Records and Inspections The Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or the Required Lenders to visit and inspect any of the properties or assets of the Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Borrower and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default (a) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times in any calendar year and (c) only one such visit shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants.

  • Inspection; Keeping of Books and Records Subject to applicable law and third party confidentiality agreements entered into by the Borrower or any Subsidiary in the ordinary course of business, the Borrower will, and will cause each Subsidiary to, permit the Administrative Agent, during the continuance of a Default or Unmatured Default, by its representatives and agents, to inspect any of the Property, books and financial records of the Borrower and each Subsidiary, to examine and make copies of the books of accounts and other financial records of the Borrower and each Subsidiary, and to discuss the affairs, finances and accounts of the Borrower and each Subsidiary with their respective officers at such reasonable times and intervals as the Administrative Agent may designate but in all events upon reasonable prior notice to the Borrower. The Borrower shall keep and maintain, and cause each of its Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with GAAP shall be made of all dealings and transactions in relation to their respective businesses and activities.

  • RECORDS AND FINANCIAL STATEMENTS The Advisor, in the conduct of its responsibilities to the Company, shall maintain adequate and separate books and records for the Company’s operations in accordance with GAAP, which shall be supported by sufficient documentation to ascertain that such books and records are properly and accurately recorded. Such books and records shall be the property of the Company and shall be available for inspection by the Board and by counsel, auditors and other authorized agents of the Company, at any time or from time to time during normal business hours. Such books and records shall include all information necessary to calculate and audit the fees or reimbursements paid under this Agreement. The Advisor shall utilize procedures to attempt to ensure such control over accounting and financial transactions as is reasonably required to protect the Company’s assets from theft, error or fraudulent activity. All financial statements that the Advisor delivers to the Company shall be prepared on an accrual basis in accordance with GAAP, except for special financial reports that by their nature require a deviation from GAAP. The Advisor shall liaise with the Company’s officers and independent auditors and shall provide such officers and auditors with the reports and other information that the Company so requests.

  • Books Records and Reports 6 19. The Contractor shall establish and maintain accounts and other books and records 7 pertaining to administration of the terms and conditions of this Settlement Contract, including: 8 the Contractor's financial transactions, water supply data, and Project land and right-of-way 9 agreements; the water users' land-use (crop census), land ownership, land-leasing and water use 10 data; and other matters that the Contracting Officer may require. Reports thereon shall be 11 furnished to the Contracting Officer in such form and on such date or dates as the Contracting 12 Officer may require. Subject to applicable Federal laws and regulations, each party to this 13 Settlement Contract shall have the right during office hours to examine and make copies of each 14 other’s books and official records relating to matters covered by this Settlement Contract.

  • Books and Records; Audits Licensee shall prepare and maintain, in such manner as will allow its accountants to audit same in accordance with generally accepted accounting principles, complete and accurate books of account and records (specifically including without limitation the originals or copies of documents supporting entries in the books of account) in which accurate entries will be made covering all transactions, including advertising expenditures, arising out of or relating to this Agreement. Licensee shall keep separate general ledger accounts for such matters that do not include matters or sales related to this Agreement. Licensor and its duly authorized representatives shall have the right, for the duration of this Agreement and for one (1) year thereafter, during regular business hours and upon seven (7) business days advance notice (unless a shorter period is appropriate in the circumstances), to audit said books of account and records and examine all other documents and material in the possession or under the control of Licensee with respect to the subject matter and the terms of this Agreement, including, without limitation, invoices, credits and shipping documents, and to make copies of any and all of the above. All such books of account, records, documents and materials shall be kept available by Licensee for at least two (2) years after the end of the Annual Period to which they relate. If, as a result of any audit of Licensee's books and records, it is shown that Licensee's payments were less than the amount which should have been paid by an amount equal to *% or more of the payments actually made with respect to sales occurring during the period in question, Licensee shall reimburse Licensor for the cost of such audit and shall make all payments required to be made (along with accrued interest at the rate of *%)) to eliminate any discrepancy revealed by said audit within ten (10) days after Licensor's demand therefore.

  • Books and Records; Inspection and Audit Rights Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

  • Records and Inspection The LLC shall maintain at its place of business the Articles of Organization, any amendments thereto, this Agreement, and all other LLC records required to be kept by the Act, and the same shall be subject to inspection and copying at the reasonable request, and the expense, of any Member.

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