Records of the Business Sample Clauses

Records of the Business. For a period of two years following the Closing Date or for such longer period as the statute of limitations applicable to claims for Taxes relating to the Business for any period through the Closing Date shall be extended (through voluntary extension or otherwise), Buyer shall grant to Seller and its representatives, at Seller's request, access to and the right to make copies of those records and documents which report the conduct of the Business prior to the Closing Date or the results thereof as may be necessary in connection with Seller's affairs or the Business. If Seller notifies Buyer that Seller requires retention of such records beyond two years, Seller shall have the right to take such records or pay Buyer's customary storage charges for such post two year period.
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Records of the Business. The books of account and other financial records of Company are complete and correct, are maintained in accordance with usual business practices and comply with all Requirements of Law. Such books and records reflect only valid transactions and all valid transactions required to be reflected on such books and records are reflected upon such books and records.
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Records of the Business. For a period of four years following the Closing Date or for such longer period as the statute of limitations applicable to claims for Taxes relating to the Business for any period through the Closing Date shall be extended (through voluntary extension or otherwise), Buyer shall grant to Seller and its representatives, at Seller's request, reasonable access to and the right to make copies of those records and documents which report the conduct of the Business or the results thereof as may be necessary in connection with Seller's affairs or the Business, at Buyer's customary fees therefor. If Seller notifies Buyer that Seller requires retention of such records beyond four years, Seller shall have the right to take such records or pay Buyer's customary storage charges for such post-four-year period. Seller shall, for at least two years after the Closing Date, retain copies of all records of the Business retained by Seller, and shall grant access thereto to Buyer upon reasonable request.
Sample 1
Records of the Business. Sellers agrees (i) to hold all of the books and records reasonably related to the Subject Contracts existing on the Closing Date but not in the possession of Buyer as of the Closing or included among the Subject Contracts and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date, and if Buyer wants documents retained thereafter, it shall give written notice to HyperFeed within six (6) months prior to the seventh anniversary informing HyperFeed of the books and records it wants retained and the period of retention and, in such case, HyperFeed, may, at its option, continue to retain such books and records or surrender them to Buyer at the locations where they are then located, and (ii) following the Closing Date, (a) to afford Buyer, its accountants and counsel reasonable access to the books, records, properties and employees of HyperFeed to the extent that such access may be requested for any legitimate purpose at no cost to Buyer (other than for reasonable out-of-pocket expenses); provided, however, that such access shall be at reasonable times and upon reasonable notice and shall not unreasonably disrupt the personnel and operations of HyperFeed; or (b) to turn over to Buyer possession of such books and records as Buyer shall reasonably request within thirty (30) days of such request, provided, further, that nothing herein shall limit any rights of discovery of Buyer.
Sample 1
Records of the Business. All records of the Business except for records transferred to or maintained at the corporate level of Seller (the “Records of the Business”) that are not already owned by the Company prior to Closing shall be transferred to the Company as part of the CNA Transferred Assets, to the extent permitted by applicable Legal Requirements, and shall, as the interest of the Company and Seller may appear, remain the property of the Company. Records of the Business shall include, without limitation, all client account records. Seller shall not move, alter or destroy any Records of the Business without first providing Purchaser with written notice, and Seller shall not proceed to move, alter or destroy any such records unless Purchaser expressly consents thereto in writing. To the extent that any Records of the Business are in the possession of Seller, Seller shall permit and cooperate with Purchaser’s downloading and purging of such Records of the Business after the Closing, except to the extent that Seller or any of its Affiliates are required to retain ownership thereof under applicable Legal Requirements. The cost of retrieving Records of the Business or copies thereof from Seller after the Closing shall be at Purchaser’s expense.
Sample 1
Records of the Business. Except as otherwise provided herein, for a period of six (6) years following the Closing Date, Buyer shall retain, and shall grant to Seller and its representatives, at Seller’s request, reasonable access to and the right to make copies of, those records and documents which report the conduct of the Business or the results thereof as may be necessary in connection with Seller’s affairs or the Business, at Buyer’s customary fees therefor. If Seller notifies Buyer that Seller requires retention of such records beyond six (6) years, Seller shall have the right to take such records or pay Buyer’s customary storage charges for such post-six-year period. Seller shall, for at least six (6) years after the Closing Date, retain copies of all records of the Business retained by Seller, and shall grant reasonable access thereto to Buyer upon reasonable request. The time periods described above in this Section 9.1 shall be seven (7) years with respect to Tax records and documents.
Sample 1
Records of the Business. For a period of twelve (12) months following the Closing Date, Buyer shall retain, and shall grant to Seller and its Representatives, at Seller's request, reasonable access to and the right
Sample 1
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Related to Records of the Business

  • The Business The parties acknowledge that the Company is engaged in the development, marketing and sale of certain proprietary technologies, processes and related products in the areas of chemical detection, technical processes, and technical/business services, and that the Company may also from time to time become or may intend to become engaged in other business endeavors (individually and collectively, the "BUSINESS"). The Company shall be deemed to intend to become engaged in a business endeavor if it has devoted or expended any significant resources, either financial or human resources, towards the proposed endeavor, either in planning or implementing the undertaking of such planned endeavor.

  • Operation of the Business Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec and Ensec, during the period from the date of this Agreement to the Effective Time, Sentech and its Subsidiaries will conduct their operations only in the ordinary course of business consistent with sound financial, operational and regulatory practice, and will take no action which would materially adversely affect their ability to consummate the Transactions. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech Disclosure Schedule, prior to the Effective Time, neither Sentech nor any of its Subsidiaries will, without the prior written consent of Sensec and Ensec: (a) amend its Charter Documents or bylaws (or similar organizational documents); (b) authorize for issuance, issue, sell, deliver, grant any options for, or otherwise agree or commit to issue, sell or deliver any shares of its capital stock or any other securities, other than pursuant to and in accordance with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure Schedule; (c) recapitalize, split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; or purchase, redeem or otherwise acquire any of its or its Subsidiaries' securities or modify any of the terms of any such securities; (d) (i) create, incur, assume or permit to exist any long-term debt or any short-term debt for borrowed money other than under existing notes payable, lines of credit or other credit facilities or in the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries in the ordinary course of business; (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise may be contractually required and disclosed in the Sentech Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned Subsidiaries; (i) amend any Sentech Benefit Plan or (ii) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech Disclosure Schedule or in the ordinary course of business; or (c) amend, terminate or enter into any employment, consulting, severance, change in control or similar agreements or arrangements with any of its directors, officers or other employees; (f) enter into any material agreement, commitment or contract, except agreements, commitments or contracts for the purchase, sale or lease of goods or services in the ordinary course of business; (g) other than in the ordinary course of business, authorize, recommend, propose or announce an intention to authorize, recommend or propose, or enter into any Contract with respect to, any (i) plan of liquidation or dissolution, (ii) acquisition of a material amount of assets or securities, (iii) disposition or Encumbrance of a material amount of assets or securities, (iv) merger or consolidation or (v) material change in its capitalization; (h) change any material accounting or Tax procedure or practice; (i) take any action the taking of which, or knowingly omit to take any action the omission of which, would cause any of the representations and warranties herein to fail to be true and correct in all material respects as of the date of such action or omission as though made at and as of the date of such action or omission; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedule; or (k) commit or agree to do any of the foregoing.

  • MANAGEMENT OF THE BUSINESS Pursuant to Section 00-00-000 of the Act, and as stated in its Articles, the Company’s day to day affairs are managed by the Member. The Member is responsible for the daily operations of the business.

  • Books Records Reports and Bank Accounts 8.1 Maintenance of Books 45 8.2 Reports 46 8.3 Information Rights 46 8.4 Bank Accounts 46 8.5 Fiscal Year 46

  • Business Records Keep adequate records and books of account with respect to Borrower’s business activities in which proper entries are made in accordance with sound bookkeeping practices reflecting all financial transactions of Borrower.

  • Condition of the Business (a) Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that Seller is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller in Article V hereof (as modified by the Seller Schedules as supplemented or amended), and Purchaser acknowledges and agrees that, except for the representations and warranties contained therein, the Purchased Assets and the Business are being transferred on a “where is” and, as to condition, “as is” basis. Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller set forth in Article V hereof (as modified by the Seller Schedules as supplemented or amended). Purchaser further represents that neither Seller nor any of its Affiliates nor any other Person has made any representation or warranty, express or implied, regarding Seller, the Purchased Assets, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information not expressly set forth in this Agreement and neither Purchaser nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that none of Seller, any of its Affiliates or any other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or Purchaser’s use of, any such information, including any confidential memoranda distributed on behalf of Seller relating to the Business or other publications or data room information provided to Purchaser or its representatives, or any other document or information in any form provided to Purchaser or its representatives in connection with the sale of the Business and the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of the Business and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigation.

  • Files and Records Within thirty (30) business days following the Closing Date, Seller shall deliver to Purchaser at Purchaser’s expense the Records, to the extent not previously delivered. For a period of seven (7) years after the Closing Date, Purchaser shall maintain the Records, and Seller shall have access thereto during normal business hours upon advance written notice to Purchaser to audit the same in connection with federal, state or local regulatory or tax matters, resolution of existing disputes or contract compliance matters affecting Seller.

  • Books, Records and Regulatory Filings (a) The Sub-Adviser agrees to maintain and to preserve for the applicable periods any such records as are required to be maintained by the Sub-Adviser with respect to the Fund by the 1940 Act and rules adopted thereunder, and by any other applicable laws, rules and regulations. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and it will promptly surrender any of such records upon request; provided, however, that the Sub-Adviser may retain copies of such records for the applicable periods they are required by law to be retained, and thereafter shall destroy such records. (b) The Sub-Adviser agrees that it shall furnish to regulatory authorities having the requisite authority any information or reports in connection with its services hereunder that may be requested in order to determine whether the operations of the Fund are being conducted in accordance with applicable laws, rules and regulations. (c) The Sub-Adviser shall make all filings with the SEC required of it pursuant to Section 13 of the 1934 Act with respect to its duties as are set forth herein. The Sub-Adviser also shall make all required filings on Schedule 13D or 13G and Form 13F (as well as other filings triggered by ownership in securities under other applicable laws, rules and regulations) in respect of the Portfolio as may be required of the Fund due to the activities of the Sub-Adviser. The Sub-Adviser shall be the sole filer of Form 13F with respect to the Portfolio of the Fund.

  • Audits and Records 7.5.1 The Contractor agrees that the representatives of the Office of the City Auditor or other authorized representatives of the City shall have access to, and the right to audit, examine, or reproduce, any and all records of the Contractor related to the performance under this Contract. The Contractor shall retain all such records for a period of three (3) years after final payment on this Contract or until all audit and litigation matters that the City has brought to the attention of the Contractor are resolved, whichever is longer. The Contractor agrees to refund to the City any overpayments disclosed by any such audit.

  • Books Records Accounting and Reports Section 8.1 Records and Accounting 60 Section 8.2 Fiscal Year 60 Section 8.3 Reports 60

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