Preservation of Records; Access Sample Clauses

Preservation of Records; Access. (a) On the Closing Date, Transferor shall cause the Designated Record Set of the current residents of the Facility and the Facility’s records for Transferee Employees (the “Current Records”) to be either (i) located at the Facility or (ii) if such record is stored offsite, Transferee and Transferor shall mutually agree on the proper delivery of such records to Transferee, provided, however, that nothing herein shall be construed as precluding Transferor from removing from the Facility on the Closing Date its corporate financial records which relate to its operations at the Facility or to its overall corporate operations; and provided further, that Transferor shall give Transferee access to any information and any such removed records as is necessary for the efficient and lawful operation of the Facility by Transferee or as otherwise required by any Legal Requirements to be maintained at the Facility.
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Preservation of Records; Access. (a) Subject to Section 7.03(b), Seller and Buyer agree that each of them shall preserve and keep the books, records and other data held by them or any of their Affiliates relating to (x) in the case of Seller, the Excluded Assets and Excluded Liabilities to the extent such materials were retained by Seller and relate to the Business and (y) in the case of Buyer, the Transferred Assets, the Assumed Liabilities and the Transferred Equity Interests conveyed and assumed at any Applicable Closing to the extent such materials were transferred to Buyer, in each case relating to the period prior to the Applicable Closing Date (“Pre-Closing Business Records”), in each case in accordance with the general document retention practices and policies of Parent and its Subsidiaries or Buyer, as applicable, and, subject to customary confidentiality undertakings comparable to those included in the Confidentiality Agreement, each of Seller and Buyer will permit the other party and its duly authorized representatives reasonable access (including, for a period of three years following the Applicable Closing, the right to make copies at such other party’s expense), during normal business hours, upon reasonable advance written notice to the other party, and without undue burden or interruption on such party, its Affiliates or their respective businesses, to such Pre-Closing Business Records to the extent reasonably required for accounting, regulatory, compliance, litigation or investigation purposes or otherwise reasonably required by Seller or Buyer, as applicable (other than in connection with a dispute, claim, litigation or other proceeding between Buyer and Seller or any of their respective Affiliates); provided, however, that in no event shall a party or its Affiliates have access to any information the disclosure of which, based on advice of the other party’s counsel, would violate applicable Law or would reasonably be expected to waive any legal privilege.
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Preservation of Records; Access. 19 9. Adjustments 20
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Preservation of Records; Access. 19 9. Adjustments 20 9.1 Taxes and Assessments 20 9.2 Utility Charges 20 9.3 Provider Taxes 20
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Preservation of Records; Access. From and after the Closing Date, Parent shall (and shall cause the Surviving Corporation and each of its Subsidiaries and other Affiliates to), during normal business hours and upon reasonable prior notice and in such a manner as will not unreasonably interfere with the conduct of the business of Parent or any of its Subsidiaries, make available and provide the Holders Representatives and their respective representatives (including, without limitation, counsel and independent auditors) with access to the facilities, properties and personnel of the Surviving Corporation and each of its Subsidiaries and to all information, files, documents and records (written and computer) relating to the Surviving Corporation or its Subsidiaries or any of their businesses or operations for any and all periods prior to or including the Closing Date which they may require with respect to any claim, dispute, action, cause of action, investigation or proceeding of any kind by or against any Fully-Diluted 44 Stockholder (including, without limitation, as may be brought by a Parent Indemnified Party), and cooperate fully with the Holders Representatives in connection with the foregoing.
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Preservation of Records; Access. Subject to any retention requirements relating to the preservation of Tax records, the Seller and the Buyer agree that each of them shall preserve and keep the records held by them relating to the Business for a period of five years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with any insurance claims by, legal proceedings against (other than legal proceedings by the Seller against the Buyer or vice versa) or governmental investigations of the Seller or the Buyer or any of their Affiliates or in order to enable the Seller or the Buyer to comply with their respective obligations under this Agreement and the Ancillary Agreements. In addition to the foregoing, for a period of one year from the Closing Date, the Seller will provide Buyer, at Buyer’s expense, copies of all organizational documents, financial records, bank statements, payroll reports, fixed asset ledgers (including initial value, in service dates and accumulated depreciation at the beginning of all periods), invoices for incurred expenses and sales invoices for sales made, federal and state tax filings, and historical cost records for land and building purchases, of the Seller that are within Seller’s possession or control, in each case to the extent requested by Buyer to prepare any financial statements that Buyer is required to prepare by Law (for the avoidance of doubt, Seller makes no representation or warranty, express or implied, regarding any information provided pursuant to this sentence); provided that Buyer’s sole remedy with respect to Seller’s breach of the covenant contained in this sentence shall be to seek specific performance by Seller of such covenant. If the Seller or the Buyer wishes to destroy (or permit to be destroyed) such records after that time, such party shall first give 90 days prior written notice to the other and such other party will have the right at its option and expense, upon prior written notice given to such party within that 90 day period, to take possession of the records within 180 days after the date of such notice. Notwithstanding anything contained herein to the contrary, neither the Buyer, on the one hand, nor the Seller, on the other hand, shall be required to comply with the provisions of this Section 8.1 if doing so would (i) jeopardize any attorney-client or other legal privilege the disclosing party has with respect to such records or (ii) contrave...
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Preservation of Records; Access. TO INFORMATION; CONFIDENTIALITY; PRIVILEGE ii
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Preservation of Records; Access to Certain Information 72 Section 6.03 Insurance 73 Section 6.04 Financial Support Arrangements 73 Section 6.05 Indemnification of Directors and Officers 74 Section 6.06 Non-Solicitation 76 Section 6.07 Restrictive Covenants 76 Section 6.08 Catalog 77 Section 6.09 Warranty Claims 77 Section 6.10 Financing 77 Section 6.11 Misdirected Funds 78 Article VII COVENANTS AND AGREEMENTS OF THE PARTIES 78 Section 7.01 Further Assurances 78 Section 7.02 Public Announcements 79 Section 7.03 Governmental Filings; Regulatory Approvals 79 Section 7.04 Intellectual Property Matters 81 Section 7.05 Agreements Regarding Tax Matters 87 Section 7.06 Transfer Taxes 90 Section 7.07 Legal Representation; Privilege 91 Section 7.08 Employee Matters 93 Section 7.09 Control of Operations 98 Section 7.10 R&W Policies 98 Section 7.11 Litigation Matters 99 Section 7.12 Transferred Personal Information 100 Section 7.13 Supply Chain Financing 101 Article VIII CONDITIONS TO CLOSING 102 Section 8.01 Conditions to Obligations of Each Party 102 Section 8.02 Conditions to Obligation of Buyer 102 Section 8.03 Conditions to Obligation of Seller 103 Article IX NON-SURVIVAL 104 Section 9.01 Non-Survival 104 Section 9.02 Release 104 Section 9.03 Indemnification 105 Article X TERMINATION 111 Section 10.01 Termination 111 Section 10.02 Effect of Termination 112 Section 10.03 Termination Fee 112 Article XI MISCELLANEOUS 114 Section 11.01 Notices 114 Section 11.02 Amendments; Waivers 115 Section 11.03 Expenses 115 Section 11.04 Successors and Assigns 116 Section 11.05 Seller Disclosure Schedules 116 Section 11.06 Construction 117 Section 11.07 Entire Agreement 117 Section 11.08 Third Party Beneficiaries 118 Section 11.09 Counterparts; Effectiveness 118 Section 11.10 Governing Law 118 Section 11.11 WAIVER OF JURY TRIAL 119 Section 11.12 Consent to Jurisdiction 119 Section 11.13 Severability 119 Section 11.14 Captions 120 Section 11.15 Specific Performance 120 Section 11.16 No Additional Representations; Non-Recourse 121 Section 11.17 Consents 123 Section 11.18 Buyer Deliveries 124 Section 11.19 Time is of the Essence 124 Section 11.20 Debt Financing Provisions 124 SALE AND PURCHASE AGREEMENT This Sale and Purchase Agreement (together with the Exhibits, Attachments and Schedules hereto, this “Agreement”) is made as of this 22nd day of August 2024 (the “Agreement Date”), by and between Advance Auto Parts, Inc., a Delaware corporation (“Seller”), and Wheels Bidco, Inc., a Delaware corporation (“Buyer”). E...
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Related to Preservation of Records; Access

  • Preservation of Records The Assuming Bank agrees that it will preserve and maintain for the joint benefit of the Receiver, the Corporation and the Assuming Bank, all Records of which it has custody for such period as either the Receiver or the Corporation in its discretion may require, until directed otherwise, in writing, by the Receiver or Corporation. The Assuming Bank shall have the primary responsibility to respond to subpoenas, discovery requests, and other similar official inquiries with respect to the Records of which it has custody.

  • RECORDS; ACCESS The Advisor shall maintain appropriate records of all its activities hereunder and make such records available for inspection by the Directors and by counsel, auditors and authorized agents of the Company, at any time or from time to time during normal business hours. The Advisor shall at all reasonable times have access to the books and records of the Company.

  • Location of Records Keep its chief place of business and chief executive office, and the offices where it keeps its records concerning the Pool Receivables and all Contracts related thereto (and all original documents relating thereto), at the address(es) of the Seller referred to in Section 4.01(j) or, upon 30 days' prior written notice to the Agent, at such other locations in a jurisdiction where all action required by Section 6.05 shall have been taken and completed.

  • Surrender of Records and Property Upon termination of his employment with the Company, Executive shall deliver promptly to the Company all credit cards, computer equipment, cellular telephone, records, manuals, books, blank forms, documents, letters, memoranda, notes, notebooks, reports, data, tables, calculations or copies thereof, that are the property of the Company and that relate in any way to the business, strategies, products, practices, processes, policies or techniques of the Company, and all other property, trade secrets and confidential information of the Company, including, but not limited to, all documents that in whole or in part contain any trade secrets or confidential information of the Company that in any of these cases are in his possession or under his control, and Executive shall also remove all such information from any personal computers that he owns or controls.

  • Inspection of Records Upon reasonable notice to the Administrative Trustees and the Property Trustee, the records of the Trust shall be open to inspection by Securityholders during normal business hours for any purpose reasonably related to such Securityholder's interest as a Securityholder.

  • Books and Records; Access The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. For so long as the Sterling Entities beneficially own 5% or more of the Company’s then outstanding voting securities, the Company shall, and shall cause its Subsidiaries to, permit the Sterling Entities and their respective designated representatives, at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary. For so long as the Sterling Entities beneficially own 5% or more of the Company’s then outstanding voting securities, the Company shall, and shall cause its Subsidiaries to, provide the Sterling Entities, in addition to other information that might be reasonably requested by the Sterling Entities from time to time, (i) direct access to the Company’s auditors and officers, (ii) the ability to link Sterling Partners’ systems into the Company’s general ledger and other systems in order to enable the Sterling Entities to retrieve data on a “real-time” basis, (iii) quarter-end reports, in a format to be prescribed by the Sterling Entities, to be provided within 30 days after the end of each quarter, (iv) copies of all materials provided to the Board (or equivalent governing body) at the same time as provided to the Directors (or their equivalent), (v) access to appropriate officers and Directors of the Company at such times as may be requested by the Sterling Entities, as the case may be, for consultation with each of the Sterling Entities with respect to matters relating to the business and affairs of the Company and its Subsidiaries, (vi) information in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the certificate of incorporation or bylaws of the Company or any of its Subsidiaries, and to provide the Sterling Entities, with the right to consult with the Company and its Subsidiaries with respect to such actions, (vii) flash data, in a format to be prescribed by the Sterling Entities, to be provided within ten days after the end of each quarter and (viii) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its Subsidiaries (all such information so furnished pursuant to this Section 3.1, the “Information”). The Company agrees to consider, in good faith, the recommendations of the Sterling Entities in connection with the matters on which the Company is consulted as described above. Subject to Section 3.2, any Sterling Entity (and any party receiving Information from a Sterling Entity) who shall receive Information shall maintain the confidentiality of such Information, and the Company shall not be required to disclose any privileged Information of the Company so long as the Company has used its commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Sterling Entities without the loss of any such privilege.

  • Retention of Records The Contractor and its subcontractors shall maintain all records pertinent to this Agreement, and all other financial, statistical, property, participant records, and supporting documentation for a period of no less than seven (7) years from the later of the date of acceptance of the final payment or until all audit findings have been resolved. If any litigation, claim, negotiation, audit or other action involving the records has been started before the expiration of the retention period, the records shall be retained until completion of the action and resolution of all issues which arise from it, or until the end of the seven (7) years, whichever is later, and until any outstanding litigation, audit, or claim has been fully resolved.

  • Inspection of Records and Reports Every Trustee shall have the right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Trust. This inspection by a Trustee may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents. No Shareholder shall have any right to inspect any account, book or document of the Trust that is not publicly available, except as conferred by the Trustees. The books and records of the Trust may be kept at such place or places as the Board of Trustees may from time to time determine, except as otherwise required by law.

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