Retention of and Access to Files and Records Following the Closing Date Sample Clauses

Retention of and Access to Files and Records Following the Closing Date. (a) The Purchaser agrees that it shall maintain, preserve and safely keep, for as long as may be required by applicable law and in accordance with customary business practices, all of the files, books of account and records relating to the Branch (including, without limitation, the Assets and the Assumed Liabilities) transferred hereunder by Seller for the joint benefit of itself and the Seller, and that it shall permit the Seller and its employees and representatives, at any reasonable time during normal business hours and upon forty-eight (48) hours prior notice and at the Seller’s expense, to inspect, make extracts from or copies of any such files, books of account and records as the Seller shall deem reasonably necessary.
Sample 1
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Retention of and Access to Files and Records Following the Closing Date. (a) The Purchaser agrees that it shall maintain, preserve and safely keep, for as long as may be required by applicable law and in accordance with customary business practices, all of the files, books of account and records relating to the Office (including, without limitation, the Assets and the Assumed Liabilities) for the joint benefit of itself and the Seller, and that it shall permit the Seller and its employees and representatives, at any reasonable time and at the Seller's expense, to inspect, make extracts from or copies of any such files, books of account and records as the Seller shall deem reasonably necessary.
Sample 1
Retention of and Access to Files and Records Following the Closing Date. (a) The Purchaser agrees that it shall maintain, preserve and safely keep, for as long as may be required by applicable law and in accordance with customary business practices, all of the files, books of account and records relating to the Branches (including, without limitation, the Assets and the Assumed Liabilities) transferred hereunder by the Seller for the joint benefit of itself and the Seller, and that it shall permit the Seller and its employees and representatives, at any reasonable time during normal business hours and upon forty-eight (48) hours’ prior notice and at the Seller’s expense, to inspect, make extracts from or copies of any such files, books of account and records as the Seller shall deem reasonably necessary to comply with or contest any applicable legal, tax, banking, accounting or regulatory policies or requirements, or any Proceeding thereunder or requests related to customer relationships at the Branches prior to the Closing.
Sample 1
Retention of and Access to Files and Records Following the Closing Date. The Purchaser agrees that it shall maintain, preserve and safely keep, for as long as may be required by applicable law and in accordance with customary business practices, all of the files, books of account and records relating to the Branches (including, without limitation, the Assets and Assumed Liabilities transferred pursuant to this Agreement) for the joint benefit of itself and the Seller, and that it shall permit the Seller or its representatives, at any reasonable time (without interfering with the normal business and operations of the Branches) and at the Seller's expense, to inspect, make extracts from or copies of any such files, books of account and records as the Seller shall deem reasonably necessary. Nothing in this Section 2.5 shall be deemed to require Purchaser to breach any obligation of confidentiality or to reveal any proprietary information, trade secrets or marketing or strategic plans.
Sample 1
Retention of and Access to Files and Records Following the Closing Date. The Purchaser agrees that it shall maintain, preserve and safely keep, for as long as may be required by applicable law and in accordance with customary business practices, all of the files, books of account and records relating to the Banking Business (including, without limitation, the Assets and Assumed Liabilities transferred pursuant to this Agreement) for the joint benefit of itself and the Seller, and that it shall permit the Seller or its representatives, upon at least two (2) business days prior notice and at the Seller’s expense, to inspect, make extracts from or copies of any such files, books of account and records as the Seller shall deem reasonably necessary and for appropriate purposes, which shall include, but not be limited to, the determination of tax liabilities and attributes, and for historical purposes, and as otherwise reasonably determined by the Purchaser.
Sample 1

Related to Retention of and Access to Files and Records Following the Closing Date

  • Access to Information and Records During the period prior to the Closing:

  • Access to Records after Closing (a) For a period of six years after the Closing Date, Seller and its representatives shall have reasonable access to all of the books and records of the Business transferred to Buyer hereunder to the extent that such access may reasonably be required by Seller in connection with matters relating to or affected by the operations of the Business prior to the Closing Date. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 11.6(a). If Buyer shall desire to dispose of any of such books and records prior to the expiration of such six-year period, it shall, prior to such disposition, give Seller a reasonable opportunity, at Seller’s expense, to segregate and remove such books and records as the other party may select.

  • Post-Closing Access to Information After the Closing, each Party shall afford the other Party and its counsel, accountants and other representatives, during normal business hours and upon reasonable advance notice, reasonable access to the books, records and other information in such Party’s possession relating directly or indirectly to the assets, liabilities or operations of Performance Packaging with respect to periods prior to the Closing, and the right to make copies and extracts therefrom at its expense, to the extent such access is reasonably required by the requesting Party for any proper business purpose. Without limitation, after the Closing, each Party shall make available to the other Party and its counsel, accountants and other representatives, as reasonably requested, and to any Tax authority that is legally permitted to receive the following pursuant to its subpoena power or its equivalent, all books, records and other information relating to Tax liabilities or potential Tax liabilities for all periods prior to or including the Closing Date and shall preserve all such books, records and other information until the expiration of any applicable statute of limitations for assessment or refund of Taxes or extensions thereof. Subject to the previous sentence, for a period of six years after the Closing Date, neither Party shall, or permit its Affiliates to, destroy or otherwise dispose of any of the books, records or other information described in this Section 5.3 without first offering in writing to surrender such books, records and other information to the other Party, which other Party shall have ten days after such offer to agree in writing to take possession thereof. Notwithstanding the provisions of this Section 5.3, while the existence of an adversarial proceeding between the Parties will not abrogate or suspend the provisions of this Section 5.3, as to such records or other information directly pertinent to such dispute, the Parties may not utilize this Section 5.3 but rather, absent agreement, must utilize the rules of discovery.

  • Retention of and Access to Records After the Closing, Buyer shall retain for a period consistent with Buyer's record-retention policies and practices those Records of Seller delivered to Buyer. Buyer also shall provide Seller and its representatives reasonable access thereto, during normal business hours and on at least three days' prior written notice, to enable them to prepare financial statements or tax returns or deal with tax audits. After the Closing, Seller shall provide Buyer and its representatives reasonable access to Records that are Excluded Assets, during normal business hours and on at least three days' prior written notice, for any reasonable business purpose specified by Buyer in such notice.

  • Access to Information Concerning Properties and Records Subject to the inability of the Company to provide Parent and Sub access to confidentiality agreements in standard form relating to potential acquisition or business combination transactions by which the Company or any of its Subsidiaries is bound, during the period commencing on the date hereof and ending on the earlier of (i) the Closing Date and (ii) the date on which this Agreement is terminated pursuant to Section 8.1 hereof, the Company shall, and shall cause each of its Subsidiaries to, upon reasonable notice, afford Parent and Sub and their respective employees, counsel, accountants, consultants and other authorized representatives, reasonable access during normal business hours to the officers, directors (other than "non-management" directors), employees, -------------- accountants, properties, books and records of the Company and its Subsidiaries in order that they may have the opportunity to make such investigations as they shall reasonably desire of the affairs of the Company and its Subsidiaries; provided, however, that such investigation shall not affect the representations -------- ------- and warranties made by the Company in this Agreement. The Company shall furnish promptly to Parent and Sub (x) a copy of each form, report, schedule, statement, registration statement and other document filed by it or its Subsidiaries during such period pursuant to the requirements of Federal or state securities laws and (y) all other information concerning its or its Subsidiaries' business, properties and personnel as Parent and Sub may reasonably request. The Company agrees to cause its officers and employees to furnish such additional financial and operating data and other information and respond to such inquiries as Parent and Sub shall from time to time reasonably request.

  • Cooperation and Records Retention Seller and Buyer shall (i) each provide the other with such assistance as may reasonably be requested by any of them in connection with the preparation of any return, audit, or other examination by any taxing authority or judicial or administrative proceedings relating to liability for Taxes, (ii) each retain and provide the other with any records or other information that may be relevant to such return, audit or examination, proceeding or determination, and (iii) each provide the other with any final determination of any such audit or examination, proceeding, or determination that affects any amount required to be shown on any tax return of the other for any period. Without limiting the generality of the foregoing, Buyer and Seller shall each retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all tax returns, supporting work schedules, and other records or information, in a timely manner, as and that may be relevant to such returns for all tax periods or portions thereof ending on or before the Closing Date and shall not destroy or otherwise dispose of any such records without first providing the other party with a reasonable opportunity to review and copy the same.

  • Access to Properties and Records; Confidentiality (a) Raritan and the Bank shall permit United and its agents and representatives, including, without limitation, officers, directors, employees, attorneys, accountants and financial advisors (collectively, "Representatives"), and United and UNB shall permit Raritan and its Representatives, reasonable access to their respective properties, and shall disclose and make available to United and its Representatives or Raritan and its Representatives as the case may be, all books, papers and records relating to their respective assets, stock ownership, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors' and stockholders' meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, independent auditors' work papers (subject to the receipt by such auditors of a standard access representation letter), litigation files, plans affecting employees, and any other business activities or prospects in which United and its Representatives or Raritan and its Representatives may have a reasonable interest. Neither party shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of any customer or would contravene any law, rule, regulation, order or judgment or, in the case of a document which is subject to an attorney client privilege, would compromise the right of the disclosing party to claim that privilege. The parties will use all reasonable efforts to obtain waivers of any such restriction (other than the attorney client privilege) and in any event make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Raritan acknowledges that United may be involved in discussions concerning other potential acquisitions and United shall not be obligated to disclose such information to Raritan except as such information is publicly disclosed by United.

  • Performance of Services in Accordance with Regulatory Requirements; Furnishing of Books and Records In performing the services set forth in this Agreement, the Manager:

  • Retention of Records; Access 7.01 For so long as the contents thereof may become material in the administration of any matter under applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitation and (ii) seven years after the Closing Date, the Parties shall (a) retain records, documents, accounting data and other information (including computer data and the systems necessary to access such data) necessary for the preparation and filing of all Tax Returns in respect of Taxes of any member of the CCE Group or the Splitco Group or for any Tax Contests relating to such Tax Returns, and (b) give to the other Parties reasonable access to such records, documents, accounting data and other information (including computer data) and to its personnel (insuring their cooperation), systems and premises, for the purpose of the review or audit of such Tax Returns to the extent relevant to an obligation or liability of a Party under this Agreement or for purposes of the preparation or filing of any such Tax Return, the conduct of any Tax Contest or any other matter reasonably and in good faith related to the Tax affairs of the requesting Party. At any time after the Closing Date that TCCC or Splitco proposes to destroy such material or information, it shall first notify the other Party in writing and such other Party shall be entitled to receive such materials or information proposed to be destroyed.

  • Access to Certain Documentation and Information Regarding the Receivables The Servicer shall provide to the Indenture Trustee and the Owner Trustee reasonable access to the documentation regarding the Receivables. The Servicer shall provide such access to any Noteholder or Certificateholder only in such cases where a Noteholder or a Certificateholder is required by applicable statutes or regulations to review such documentation. In each case, such access shall be afforded without charge but only upon reasonable request and during normal business hours at offices of the Servicer designated by the Servicer. Nothing in this Section 4.03 shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding Obligors, and the failure of the Servicer to provide access as provided in this Section 4.03 as a result of such obligation shall not constitute a breach of this Section 4.03.

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