Post-Closing Access to Records and Personnel Sample Clauses

Post-Closing Access to Records and Personnel. (a) After the Closing for a period of three years, each party agrees to provide, or cause to be provided, to the other party and its Representatives, as soon as reasonably practicable after written request therefor and at the requesting party’s sole expense, reasonable access, during normal business hours, to the other parties’ employees and to any books, records, documents, files and correspondence in the possession or under the control of such party, in each case if and to the extent relating to the Sold Companies prior to the Closing and that the requesting party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities Laws) by any Governmental Entity having jurisdiction over the requesting party, including in accordance with the requirements of Regulation S-X under the Exchange Act, (ii) for use in any other Action or in order to satisfy Tax, audit, accounting, claims, regulatory, litigation or other similar requirements or (iii) to comply with its obligations under this Agreement and the Closing Agreements; provided, however, that no party shall be required to provide access to or disclose information where such access or disclosure would violate any Law or agreement, or waive any attorney client or other similar privilege, and each party may redact information regarding itself or its Subsidiaries or otherwise not relating to the Sold Companies prior to the Closing, and, in the event such provision of information could reasonably be expected to violate any Law or agreement or waive any attorney client or other similar privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Except as otherwise provided herein, each party agrees to use its reasonable commercial efforts to retain the books, records, documents, instruments, accounts, correspondence, writings, evidences of title and other papers relating to the Sold Companies prior to the Closing (the “Books and Records”) in their respective possession or control for a commercially reasonable period of time, as set forth in their regular document retention policies, following the Closing Date or for such longer period as may be required by Law. Notwithstanding the foregoing, any party may destroy or otherwise dispose of any Books and Records not in accordance with its retention policy, provided that, ...
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Post-Closing Access to Records and Personnel. Buyer hereby acknowledges that it shall grant to the Sellers, from and after the Closing Date reasonable access upon prior written notice, to any records related to any Seller’s operation of the Business prior to the Closing Date upon such Seller’s request, provided, that the review and access described in this Section 8.10 will be conducted at times and in a manner that does not unreasonably interfere with the operation of the Buyer’s or any of its Affiliates’ Business.
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Post-Closing Access to Records and Personnel. (a) After the Closing, the Parties shall retain the Books and Records, documents, instruments, accounts, correspondence, writings, evidences of title and other papers relating to the Business and the Purchased Assets in their respective possession as of the Closing Date for at least seven years from their respective dates or for such longer period of time set forth in their respective records retention policies on the Closing Date or as may be required by Law or any Order; provided, however, that a Party may earlier dispose of any such Books and Records if such Party first affords the other Party the opportunity, at the other Party’s sole cost and expense, a reasonable opportunity to take possession of any such Books and Records. (b) After the Closing, the Parties shall allow each other reasonable access to and use of the Books and Records, and to personnel having knowledge of the whereabouts or contents of the Books and Records, for legitimate business reasons, such as the preparation of Tax Returns or the prosecution or defense of third party claims or access to information relating to the Excluded Assets or Retained Liabilities. Notwithstanding anything to contrary contained in this Agreement, the Purchasers and their Affiliates shall not be entitled to any information regarding, or a copy of, any consolidated, combined, affiliated or unitary Tax Return that includes that of the Parent and its Affiliates.
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Post-Closing Access to Records and Personnel. Buyer hereby acknowledges that it shall grant to each Seller, from and after the Closing Date, reasonable access during regular business hours, as promptly as practicable but in no event no later than five days after receiving notice, to any records related to Sellers' operation of the Business prior to the Closing Date upon Sellers' written request. Buyer shall keep such records in a manner consistent with Buyer's past practice and such records shall not be destroyed until the later of three years from the Closing Date or the conclusion of all bankruptcy proceedings related to the Business. Sellers shall have the right to make copies of any such records, provided that any such access or copying shall be had or done (i) at Sellers' expense, (ii) in such a manner not to interfere with the normal conduct of the Buyer's business, and (iii) Sellers shall not disclose or divulge confidential or proprietary information about the Business without Buyer's written consent.
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Post-Closing Access to Records and Personnel. (a) After the Closing, each Party shall retain all books, records, documents, instruments, accounts, correspondence, writings, evidences of title and other papers relating to the Business and the Assets in their respective possession for at least seven years or for such longer period of time set forth in their respective records retention policies on the Closing Date or as may be required by Law or any order. (b) After the Closing, the Parties shall allow each other reasonable access to and use of the Books and Records, and to personnel having knowledge of the whereabouts or contents of the Books and Records, for legitimate business reasons, such as the preparation of Tax Returns or the prosecution or defense of Legal Proceedings or access to information relating to the Excluded Assets or Excluded Liabilities. Notwithstanding anything to contrary contained in this Agreement, the Purchasing Parties and their Affiliates shall not be entitled to any information regarding, or a copy of, any consolidated, combined, affiliated or unitary Tax Return that includes that of the Seller and its Affiliates.
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Post-Closing Access to Records and Personnel. (1) After the Closing, the parties shall retain the books, records, documents, instruments, accounts, correspondence, writings, evidences of title and other papers relating to the Business and the Assets in their respective possession (the "BOOKS AND RECORDS") for at least seven (7) years or for such longer period of time set forth in their respective records retention policies on the Closing Date or as may be required by Law or any court order.
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Post-Closing Access to Records and Personnel. (a) After the Closing, each Party shall retain all books, records, documents, instruments, accounts, correspondence, writings, evidences of title and other papers to the extent relating to the Business and the Assets in their respective possession for (x) a period the lesser of (i) seven (7) years from the Closing Date or (ii) seven (7) years from the date of such books and records, or (y) such longer period of time set forth in their respective records retention policies on the Closing Date or as may be required by Law or any Order; provided, however, that if a Party wishes to dispose of or destroy any such books and records earlier, such Party shall first notify the other Party and give the other Party a reasonable opportunity to take possession of such books and records, and if such Party does not so take possession, the restrictions in this clause shall no longer apply to such books and records.
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Post-Closing Access to Records and Personnel. (a) After the Closing, the parties shall retain the Books and Records, documents, instruments, accounts, correspondence, writings, evidences of title and other information relating to the Business and the Assets (and in the case of the Purchaser relating to the Excluded Assets or Excluded Liabilities) in their respective possession for at least seven (7) years or for such longer period of time set forth in their respective records retention policies on the Closing Date or as may be required by law or any court order. (b) After the Closing, the parties shall allow each other reasonable access to and use of the Books and Records, and to personnel having knowledge of the whereabouts and/or contents of the Books and Records, for legitimate business reasons, such as the preparation of Tax Returns or the prosecution or defense of claims, access to Technical Know-How or access to information relating to the Excluded Assets or Excluded Liabilities. Notwithstanding anything to contrary contained in this Agreement, the Purchaser and its Affiliates shall not be entitled to any information regarding, or a copy of, any consolidated, combined, affiliated or unitary Tax Return which includes that of Hexcel and its Affiliates.
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Post-Closing Access to Records and Personnel 
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Related to Post-Closing Access to Records and Personnel

  • Access to Records and Personnel Indivior shall ensure the IRO has access to all records and personnel necessary to complete the reviews listed in this Section III.E., and that all records furnished to the IRO are accurate and complete.

  • Access to Records after Closing (a) For a period of ------------------------------- six years after the Closing Date, Parent and its representatives shall have reasonable access to all of the books and records of the Companies to the extent that such access may reasonably be required by Parent in connection with matters relating to or affected by the operations of the Companies prior to the Closing Date. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Parent shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 13.6(a). If Buyer --------------- or the Companies shall desire to dispose of any of such books and records prior to the expiration of such six-year period, Buyer shall, prior to such disposition, give Parent a reasonable opportunity, at Parent's expense, to segregate and remove such books and records as Parent may select. (b) For a period of six years after the Closing Date, Buyer and its representatives shall have reasonable access to all of the books and records relating to the Companies which Parent or any of its Affiliates may retain after the Closing Date. Such access shall be afforded by Parent and its Affiliates upon receipt of reasonable advance notice and during normal business hours. Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 13.6(b). If Parent or any of its Affiliates shall --------------- desire to dispose of any of such books and records prior to the expiration of such six-year period, Parent shall, prior to such disposition, give Buyer a reasonable opportunity, at Buyer's expense, to segregate and remove such books and records as Buyer may select.

  • AUDITS; ACCESS TO RECORDS The CONTRACTOR shall make available to the COUNTY, its authorized agents, officers, or employees, for examination any and all ledgers, books of accounts, invoices, vouchers, cancelled checks, and other records or documents evidencing or relating to the expenditures and disbursements charged to the COUNTY, and shall furnish to the COUNTY, within sixty (60) days after examination, its authorized agents, officers or employees such other evidence or information as the COUNTY may require with regard to any such expenditure or disbursement charged by the CONTRACTOR. The CONTRACTOR shall maintain full and adequate records in accordance with County requirements to show the actual costs incurred by the CONTRACTOR in the performance of this Agreement. If such books and records are not kept and maintained by CONTRACTOR within the County of Mendocino, California, CONTRACTOR shall, upon request of the COUNTY, make such books and records available to the COUNTY for inspection at a location within County or CONTRACTOR shall pay to the COUNTY the reasonable, and necessary costs incurred by the COUNTY in inspecting CONTRACTOR’s books and records, including, but not limited to, travel, lodging and subsistence costs. CONTRACTOR shall provide such assistance as may be reasonably required in the course of such inspection. The COUNTY further reserves the right to examine and reexamine said books, records and data during the four (4) year period following termination of this Agreement or completion of all work hereunder, as evidenced in writing by the COUNTY, and the CONTRACTOR shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatsoever for four

  • Access to Records and Documents It shall permit the Administrative Agent (or, if Independent Accountants are not engaged by the Collateral Manager or the Borrower, Protiviti, Inc. or another nationally recognized audit firm selected by the Administrative Agent with prior notice to the Borrower and subject to delivery of standard confidentiality agreements) to, upon reasonable advance notice and during normal business hours, but, so long as no Event of Default has occurred and is continuing, no more than one (1) time per calendar year, visit and inspect and make copies thereof at reasonable intervals (i) its books, records and accounts relating to its business, financial condition, operations, assets and its performance under the Facility Documents and the Related Documents and to discuss the foregoing with its and such Person’s officers, partners, employees and accountants, and (ii) all of its Related Documents, in each case as often as the Administrative Agent may reasonably request; provided that so long as no Event of Default has occurred and is continuing, the Borrower shall be responsible for all costs and expenses for only one such visit per fiscal year by the Administrative Agent or its respective designees; provided, further, that an officer or employee of the Collateral Manager shall have the opportunity to be present at any discussion between the Administrative Agent, any Lender or any other Person designated by the Administrative Agent, on the one hand, and the Collateral Manager’s accountants, on the other hand. The Administrative Agent shall provide two (2) Business Days’ prior notice to the Lenders of any such visit and any Lender shall be permitted to accompany the Administrative Agent in such visit. Any such visit and inspection shall be made simultaneously with any visit and inspection pursuant to Section 5.01(e).

  • Access to Records and Properties (a) From the date hereof until the Closing Date or earlier termination of this Agreement, Seller will, and will cause the Companies and their Subsidiaries to: (i) provide Purchaser and its officers, counsel and other representatives with reasonable access during normal business hours to the operations of the Companies and their Subsidiaries, their principal personnel and representatives, and such books and records pertaining to the Companies and their Subsidiaries as Purchaser may reasonably request, provided that (A) Purchaser agrees that such access will give due regard to minimizing interference with the operations, activities and employees of the Companies and their Subsidiaries, (B) such access and disclosure would not violate the terms of any agreement to which the Companies or any of their Subsidiaries is bound or any applicable Law and (C) all arrangements for access shall be made solely through Seller; and (ii) furnish to Purchaser or its representatives such additional financial and operating data and other information relating to the Companies and their Subsidiaries as may be reasonably requested, to the extent that such access and disclosure would not (A) violate the terms of any agreement to which the Companies or any of their Subsidiaries is bound or any applicable Law, or (B) cause significant competitive harm to the Companies or any of their Subsidiaries or their Affiliates if the transactions contemplated by this Agreement are not consummated. (b) From the date hereof until the Closing Date, Purchaser agrees that all information so received from Seller, the Companies and their Subsidiaries shall be deemed received pursuant to the Confidentiality Agreement and that each shall, and shall cause its Affiliates and each of its and their representatives to, comply with the provisions of the Confidentiality Agreement with respect to such information, and the provisions of the Confidentiality Agreement are hereby incorporated herein by reference with the same effect as if fully set forth in this Agreement.

  • Access to Records The Contractor and its subcontractors, if any, shall maintain all books, documents, papers, accounting records, and other evidence pertaining to all costs incurred under this Contract. They shall make such materials available at their respective offices at all reasonable times during this Contract, and for three (3) years from the date of final payment under this Contract, for inspection by the State or its authorized designees. Copies shall be furnished at no cost to the State if requested.

  • Access to Records; Contractor Financial Records Contractor agrees that District and its authorized representatives are entitled to review all Contractor books, documents, papers, plans, and records, electronic or otherwise (“Records”), directly pertinent to this Contract for the purpose of making audit, examination, excerpts, and transcripts.

  • ACCESS TO RECORDS AND REPORTS The Contractor must maintain an acceptable cost accounting system. The Contractor agrees to provide the Sponsor, the Federal Aviation Administration, and the Comptroller General of the United States or any of their duly authorized representatives access to any books, documents, papers, and records of the contractor which are directly pertinent to the specific contract for the purpose of making audit, examination, excerpts and transcriptions. The Contractor agrees to maintain all books, records and reports required under this contract for a period of not less than three years after final payment is made and all pending matters are closed.

  • Governmental Access to Records BA shall make its internal practices, books and records relating to the use and disclosure of Protected Information available to CE and to the Secretary of the U.S. Department of Health and Human Services (the “Secretary”) for purposes of determining BA’s compliance with HIPAA [45 C.F.R. Section 164.504(A)(2)(ii)(I)]. BA shall provide CE a copy of any Protected Information and other documents and records that BA provides to the Secretary concurrently with providing such Protected Information to the Secretary.

  • Access to Records; Copies The Assuming Bank agrees to permit the Receiver and the Corporation access to all Records of which the Assuming Bank has custody, and to use, inspect, make extracts from or request copies of any such Records in the manner and to the extent requested, and to duplicate, in the discretion of the Receiver or the Corporation, any Record in the form of microfilm or microfiche pertaining to Deposit account relationships; provided, that in the event that the Failed Bank maintained one or more duplicate copies of such microfilm or microfiche Records, the Assuming Bank hereby assigns, transfers, and conveys to the Corporation one such duplicate copy of each such Record without cost to the Corporation, and agrees to deliver to the Corporation all Records assigned and transferred to the Corporation under this Article VI as soon as practicable on or after the date of this Agreement. The party requesting a copy of any Record shall bear the cost (based on standard accepted industry charges to the extent applicable, as determined by the Receiver) for providing such duplicate Records. A copy of each Record requested shall be provided as soon as practicable by the party having custody thereof.

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