Provision of Books and Records Sample Clauses

Provision of Books and Records. The Selling Fund will provide its books and records to the corresponding Buying Fund for purposes of preparing any tax returns required by law to be filed after the Closing date, including (1) the tax return for the period ending on the Closing date, and (2) the tax return for the period beginning the day after the Closing and ending the earlier of the current fiscal year-end of the corresponding Buying Fund and the taxable year end chosen by the corresponding Buying Fund following the Reorganization.
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Provision of Books and Records. Subject to the provisions of this Section 6.3, RemainCo shall use commercially reasonable efforts to deliver or make available or cause to be delivered or made available to SpinCo all SpinCo Books and Records in the possession of the RemainCo Group, and SpinCo shall use commercially reasonable efforts to deliver or make available or cause to be delivered or made available to RemainCo all RemainCo Books and Records in the possession of the SpinCo Group. The foregoing shall be limited by, or subject to, the following: (a) To the extent any document can be subdivided without unreasonable effort or cost into two portions, one of which constitutes a SpinCo Book and Record and the other of which constitutes a RemainCo Book and Record, such document shall be so subdivided and the appropriate portions shall be delivered or made available to the Parties. (b) Each Party may retain copies of books and records delivered or made available to the other, subject to holding in confidence in accordance with Section 6.9 Information contained in such books and records. (c) Without limiting the generality of the first sentence of this Section 6.3, for a period beginning on the Distribution Date and continuing in perpetuity, if either RemainCo or SpinCo identifies any RemainCo Books and Records then in the possession of a member of the SpinCo Group or any SpinCo Books and Records then in the possession of a member of the RemainCo Group, as applicable, RemainCo or SpinCo, as the case may be, shall or shall cause any such RemainCo Books and Records or SpinCo Books and Records to be conveyed, assigned, transferred and delivered, or otherwise made available, to the entity identified by SpinCo or RemainCo, as the case may be, as the appropriate transferee. (d) Each Party may refuse to furnish any Information if so doing, in such Party’s Good Faith Judgment, could reasonably be expected to result in a waiver of any Privilege with respect to a Third Party even if SpinCo and RemainCo cooperated to protect such Privilege as contemplated by this Agreement. (e) Neither Party shall be required to deliver or make available to the other books and records or portions thereof which are subject to any applicable Law or confidentiality agreements which would by their terms prohibit such delivery; provided, however, if requested by the other Party, such Party shall use commercially reasonable efforts to seek a waiver of or other relief from such confidentiality restriction. (f) To the extent any...
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Provision of Books and Records. (a) Except as otherwise provided in any Ancillary Agreement, as soon as practicable after the Distribution Date, ParentCo and SpinCo shall cooperate to provide that originals of SpinCo Books and Records (including all documents and electronically stored information except e-mails or other electronic correspondence not readily available in hard copy) which solely relate to SpinCo or the conduct of the SpinCo Business, as the case may be, up to the Effective Time, are in the possession or control of SpinCo or a SpinCo Subsidiary. (b) With respect to SpinCo Books and Records (including e-mails and other electronic correspondence not readily available in hard copy) that relate to both the SpinCo Business and the ParentCo Business (the “Combined Books and Records”), (i) the Parties shall use good faith efforts to divide as soon as practicable but no later than six (6) months following the Distribution Date such Combined Books and Records into the books and records which solely relate to ParentCo or the conduct of the ParentCo Business and those that relate solely to SpinCo and the SpinCo Business, as the case may be, up to the Effective Time, as appropriate, and (ii) to the extent such Combined Books and Records are not so divided, each Party shall keep and maintain copies of such Combined Books and Records as reasonably appropriate under the circumstances, subject to applicable confidentiality provisions hereof and of any Ancillary Agreement.
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Provision of Books and Records. As soon as practicable after the Distribution Date, subject to the provisions of this Section 6.3, CRG and Carrols shall use commercially reasonable efforts to deliver or cause to be delivered to Fiesta Restaurant Group all Fiesta Books and Records in the possession of the CRG Group, and Fiesta Restaurant Group shall use commercially reasonable efforts to deliver or cause to be delivered to CRG all CRG Books and Records in the possession of the Fiesta Group. The foregoing shall be limited by the following: (a) To the extent any document can be subdivided without unreasonable effort or cost into two portions, one of which constitutes a Fiesta Book and Record and the other of which constitutes a CRG Book and Record, such document shall be so subdivided and the appropriate portions shall be delivered to the parties. (b) Each party may retain copies of books and records delivered to the other, subject to holding in confidence in accordance with Section 6.10 Information contained in such books and records. (c) Without limiting the generality of the first paragraph of this Section 6.3, for a period beginning on the Distribution Date and continuing in perpetuity, if either CRG, Carrols or Fiesta Restaurant Group identifies any CRG Books and Records then in the possession of a member of the Fiesta Group or any Fiesta Books and Records then in the possession of a member of the CRG Group, as applicable, CRG or Carrols, or Fiesta, as the case may be, shall or shall cause any such CRG Books and Records or Fiesta Books and Records to be conveyed, assigned, transferred and delivered to the entity identified by Fiesta Restaurant Group, or CRG or Carrols, as the case may be, as the appropriate transferee. (d) Each party may refuse to furnish any Information if so doing, in such party’s Good Faith Judgment, could result in a waiver of any Privilege with respect to a third party even if Fiesta Restaurant Group, CRG or Carrols cooperated to protect such Privilege as contemplated by this Agreement. (e) Neither party shall be required to deliver to the other books and records or portions thereof which are subject to any Law or confidentiality agreements which would by their terms prohibit such delivery; provided, however, if requested by the other party, such party shall use commercially reasonable efforts to seek a waiver of or other relief from such confidentiality restriction.
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Provision of Books and Records. As soon as practicable after the Distribution Date, subject to the provisions of this Section 6.3, Pride shall use commercially reasonable efforts to deliver or cause to be delivered to Seahawk all Seahawk Books and Records in the possession of the Pride Group, and Seahawk shall use commercially reasonable efforts to deliver or cause to be delivered to Pride all Pride Books and Records in the possession of the Seahawk Group. The foregoing shall be limited by the following: (a) To the extent any document can be subdivided without unreasonable effort or cost into two portions, one of which constitutes a Seahawk Book and Record and the other of which constitutes a Pride Book and Record, such document shall be so subdivided and the appropriate portions shall be delivered to the parties. (b) Each party may retain copies of books and records delivered to the other, subject to holding in confidence in accordance with Section 6.11 Information contained in such books and records. (c) Without limiting the generality of the first paragraph of this Section 6.3, for a period beginning on the Distribution Date and continuing in perpetuity, if either Pride or Seahawk identifies any Pride Books and Records then in the possession of a member of the Seahawk Group or any Seahawk Books and Records then in the possession of a member of the Pride Group, as applicable, Pride or Seahawk, as the case may be, shall or shall cause any such Pride Books and Records or Seahawk Books and Records to be conveyed, assigned, transferred and delivered to the entity identified by Seahawk or Pride, as the case may be, as the appropriate transferee. (d) Each party may refuse to furnish any Information if so doing, in such party’s Good Faith Judgment, could result in a waiver of any Privilege with respect to a third party even if Seahawk and Pride cooperated to protect such Privilege as contemplated by this Agreement. (e) Neither party shall be required to deliver to the other books and records or portions thereof which are subject to any Law or confidentiality agreements which would by their terms prohibit such delivery; provided, however, if requested by the other party, such party shall use commercially reasonable efforts to seek a waiver of or other relief from such confidentiality restriction.
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Provision of Books and Records. Dental Office shall require its employees, contractors and/or subcontractors and those individuals or entities performing administrative services for or on behalf of Dental Office (a) to provide any of the above-referenced individuals or entities with timely access to records, information and data necessary for (1) MA Plan to meet its obligations under its contract with CMS and/or (2) CMS to administer and evaluate the MA program; and (b) to submit all reports and clinical information required by MA Plan under its contract with CMS. In pursuance thereof, Dental Office shall provide to LIBERTY applicable information and/or Books and Records as may be reasonably requested by MA Plan in connection with services rendered to Members.
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Related to Provision of Books and Records

  • Location of Books and Records The location where Seller keeps its books and records, including all computer tapes and records relating to the Purchased Mortgage Loans and the related Repurchase Assets is its chief executive office.

  • Inspection of Books and Records Contractor will permit County, or any duly authorized agent of County, to inspect and examine the books and records of Contractor for the purpose of verifying the amount of work performed under the Scope of Services. County’s right to inspect survives the termination of this Agreement for a period of four years.

  • Retention of Books and Records The Manager shall cause all such books and records to be maintained and retained until the date that is the later of ten (10) years after the Closing Date and three (3) years after the date on which the Final Distribution is made. All such books and records shall be available during such period for inspection by the Initial Member, the FDIC or any of their respective representatives (including any Governmental Authority) and agents at the Company’s chief executive office referred to in Section 2.4 at all reasonable times during business hours on any Business Day (or, in the case of any such inspection after the term hereof, at such other location as is provided by notice to the Initial Member and the FDIC), in each instance upon two (2) Business Days’ prior notice to the Manager. Upon request by Initial Member or the FDIC, the Manager shall promptly send copies (the number of copies of which shall be reasonable) of such books and records to such requesting Person or its designee. The Manager shall provide the Initial Member and the FDIC with reasonable advance notice of the Manager’s intention to destroy or dispose of any documents or files relating to the Loans and, upon the request of the Initial Member or the FDIC, shall allow such requesting Person to recover the same (or copies thereof) from the Company and in the case both the Initial Member and the FDIC so request the same, the FDIC shall have the right to recover such documents or files, but the Initial Member shall have the right to make copies of such applicable documents or files so long as such copies are made while such documents files remain with the Manager or the Company (and prior to recovery of the same by the FDIC). The Manager shall also maintain complete and accurate records reflecting the status of taxes, ground leases or other recurring charges which could become a Lien on any Underlying Collateral. Any expense incurred by Initial Member or the FDIC and any reasonable out-of-pocket expense incurred by the Company in connection with the exercise by Initial Member or the FDIC of its respective rights in this Section 7.2(b) to recover or make (or otherwise receive) copies of books, records, documents or files shall be borne by such Person so exercising such rights; provided, however, that any expense incident to the exercise of such rights pursuant to this Section 7.2(b) as a result of or during the continuance of an Event of Default shall in all cases be borne by the Private Owner (except to the extent such Event of Default is attributable exclusively to a Manager having been appointed by the Initial Member following removal of the Private Owner in such applicable capacity, or to any applicable Servicer (and its Subservicers) having been engaged by the Initial Member, the Company or the applicable replacement Manager following such removal of the Private Owner as Manager, in each case that is not an Affiliate of the Private Owner).

  • Preservation of Books and Records (a) The Sellers and their Affiliates shall have the right to make and retain copies (at their sole expense) of all books and records relating to the Transferred Assets for the periods ending on or before the Closing Date. The Buyer agrees that it shall preserve and keep all original books and records in respect of the Transferred Assets in the possession or control of the Buyer or its Affiliates for at least the longer of (i) any applicable statute of limitations and (ii) a period of six (6) years from the Closing Date. The Sellers and their Affiliates shall also have the right to retain all original IRS Forms W-8 and W-9 in respect of the Transferred Assets relating to periods ending on or before the Closing Date. (b) During such six (6)-year or longer period, (i) representatives of the Sellers and their Affiliates shall, upon reasonable notice and for any reasonable business purpose, have access during normal business hours to confidentially examine, inspect and copy such books and records and (ii) the Buyer shall provide to the Sellers or their Affiliates access to such books and records relating to the Transferred Assets as the Sellers or their Affiliates shall reasonably request in connection with any action, suit, arbitration, proceeding or investigation to which a Seller or any of its Affiliates are parties or in connection with the requirements of any Applicable Law applicable to a Seller or any of its Affiliates. The Sellers or their Affiliates, as applicable, shall return such original books and records to the Buyer or such Affiliate of the Buyer as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence. (c) After such six (6)-year or longer period, before the Buyer or any Affiliate of the Buyer shall dispose of any of such books and records, the Buyer shall give at least ninety (90) days’ prior written notice of such intention to dispose to the Sellers, and the Sellers or any of their Affiliates shall be given an opportunity, at their cost and expense, to remove and retain all or any part of such books and records as it may elect.

  • Examination of Books and Records At reasonable times and upon reasonable notice, Lender, its agents, accountants and attorneys shall have the right to examine the records, books, management and other papers of Borrower which reflect upon their financial condition, at the Property or at any office regularly maintained by Borrower where the books and records are located. Lender and its agents shall have the right to make copies and extracts from the foregoing records and other papers. In addition, at reasonable times and upon reasonable notice, Lender, its agents, accountants and attorneys shall have the right to examine and audit the books and records of Borrower pertaining to the income, expenses and operation of the Property during reasonable business hours at any office of Borrower where the books and records are located. This

  • Maintenance of Books and Records Fund Accountant will keep and maintain the following books and records of each Fund pursuant to Rule 31a-1 under the Investment Company Act of 1940 (the "Rule"): (i) Journals containing an itemized daily record in detail of all purchases and sales of securities, all receipts and disbursements of cash and all other debits and credits, as required by subsection (b)(1) of the Rule; (ii) General and auxiliary ledgers reflecting all asset, liability, reserve, capital, income and expense accounts, including interest accrued and interest received, as required by subsection (b)(2)(I) of the Rule; (iii) Separate ledger accounts required by subsection (b)(2)(ii) and (iii) of the Rule; and (iv) A monthly trial balance of all ledger accounts (except shareholder accounts) as required by subsection (b)(8) of the Rule.

  • Inspection of Books The Trustees shall from time to time determine whether and to what extent, and at what times and places, and under what conditions and regulations the accounts and books of the Trust or any of them shall be open to the inspection of the Shareholders; and no Shareholder shall have any right to inspect any account or book or document of the Trust except as conferred by law or otherwise by the Trustees or by resolution of the Shareholders.

  • Delivery of Books and Records Borrower will keep and maintain at all times at the Mortgaged Property or the Property Manager’s office, and upon Lender’s request will make available at the Mortgaged Property (or, at Borrower’s option, at the Property Manager’s office), complete and accurate books of account and records (including copies of supporting bills and invoices) adequate to reflect correctly the operation of the Mortgaged Property, in accordance with GAAP consistently applied (or such other method which is reasonably acceptable to Lender), and copies of all written contracts, Leases, and other instruments which affect the Mortgaged Property. The books, records, contracts, Leases and other instruments will be subject to examination and inspection by Lender at any reasonable time.

  • Books and Records; Audit Rights (a) Tenant shall maintain for a period of five (5) years after the Expiration Date, or, in the event of a claim by City, until such claim of City for payments hereunder shall have been fully ascertained, fixed and paid, separate and accurate daily records of Gross Revenues, whether for cash, credit, or otherwise. Tenant must require each subtenant, concessionaire, licensee, and assignee to maintain the same records. All such books and records shall be kept in accordance with “generally accepted accounting principles”, consistently applied, showing in detail all business done or transacted in, on, about or from or pertaining to the Premises, and Tenant shall enter all receipts arising from such business in regular books of account, and all entries in any such records or books shall be made at or about the time the transactions respectively occur. The books and source documents to be kept by Tenant must include records of inventories and receipts of merchandise, daily receipts from all sales and other pertinent original sales records and records of any other transactions conducted in or from the Premises by all persons or entities conducting business in or from the Premises. Pertinent original sales records include: (i) cash register tapes, including tapes from temporary registers, (ii) serially pre-numbered sales slips, (iii) the original records of all mail and telephone orders at and to the Premises, (iv) settlement report sheets of transactions with subtenants, concessionaires, licensees and assignees, (v) original records indicating that merchandise returned by customers was purchased at the Premises by such customers,

  • Books and Records (a) Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower or such Subsidiary, as the case may be; and (b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrower or such Subsidiary, as the case may be.

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