Retention of Business Records and Post-Closing Access Sample Clauses

Retention of Business Records and Post-Closing Access. (a) Each Party will comply with legal and regulatory obligations in relation to the retention of Business Records that are applicable to that Party and it is agreed that they and their Affiliates shall be permitted to retain copies of any Business Records transferred to the other (or its designees) to the extent required under applicable Law or the document retention policies and procedures of the relevant Party in effect as of the date hereof. (b) For a period of three (3) years from and after the Relevant Closing, Buyer shall, and shall cause its Affiliates (including the Transferred Entities) (and Permitted Designees and their respective Affiliates) to (i) give Sellers and their Representatives reasonable access to the offices, properties and all Transferred Business Records and all Business Records of the Transferred Entities related to the conduct of the Businesses and, if applicable, the Retained Businesses, on or before the Relevant Closing Date in the possession of Buyer and its Subsidiaries (including the Transferred Entities) (or Permitted Designees and their respective Affiliates) during normal business hours and upon reasonable prior notice, (ii) furnish to Sellers and their Representatives copies of such records at Sellers’ expense, and (iii) cause the Representatives of Buyer and its Subsidiaries (including the Transferred Entities) (and of Permitted Designees and their respective Affiliates) to cooperate with Sellers and their Representatives, in each case, to the extent reasonably requested by Sellers in connection with accounting, Tax, legal defense and other similar needs. For a period of three (3) years from and after the Relevant Closing, Sapphire shall, and shall cause the Retained Entities, to (A) give Buyer and its Representatives reasonable access to the offices, properties and Business Records of the Retained Entities to the extent relating to the conduct of the Businesses on or before the Relevant Closing Date during normal business hours and upon reasonable prior notice, (B) furnish to Buyer and its Representatives such financial and operating data and other information in possession of the Retained Entity to the extent relating to the conduct of the Businesses on or before the Relevant Closing Date and (C) cause the employees, counsel, auditors and other Representatives of the Retained Entities to cooperate with Buyer and its Representatives, in each case, to the extent relating to the Business and reasonably requested by Buyer ...
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Retention of Business Records and Post-Closing Access. (a) After the Closing, Purchaser agrees to, or shall cause Company to, hold at least one copy of all Business Records relating to the conduct of the Business on or before the Closing Date and not to destroy or dispose of such copy for a period of seven (7) years from the Closing Date or such longer time as may be required by applicable Law, and if thereafter Purchaser proposes to destroy or dispose of such copy, Purchaser shall offer first in writing at least thirty (30) calendar days prior to such proposed destruction or disposition to surrender all or any portion of such Business Records to Sellers. To the extent required for any Seller’s accounting, Tax and compliance purposes, such Seller and Seller’s Affiliates that are not Company may retain a copy of any or all of the Business Records and any other materials included in any electronic data room or that are otherwise in the possession or under the control of such Seller or Seller’s Affiliates that are not Company relating to the conduct of the Business on or before the Closing Date; provided that any such Business Records will be held in accordance with Section 6.7(b). (b) From and after the Closing, Purchaser shall, and shall cause Company to, at Sellers’ expense, (i) give Sellers, their Affiliates and their respective Representatives reasonable access to the offices, properties and Business Records and other books and records of Company, relating to the conduct of the Business and Company, in each case on or before the Closing Date, during normal business hours and upon reasonable prior notice, (ii) furnish to Sellers, their Affiliates and their respective Representatives such financial and operating data and other information relating to the conduct of the Business and Company, in each case on or before the Closing Date, and (iii) cause the employees, counsel, auditors and other Representatives of Company to cooperate with Sellers, their Affiliates and their respective Representatives, in each case, to the extent reasonably requested by Sellers or their Affiliates and solely to the extent that such access may reasonably be required (as determined by Sellers or their Affiliates) for any of the following: (A) for Tax purposes (including preparation of Tax Returns and in connection with Tax audits); (B) for the defense or prosecution of, or otherwise in connection with, Actions (including potential Actions) in which such Seller is not adverse to Purchaser or any of its Affiliates (including Company);...
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Retention of Business Records and Post-Closing Access. (a) Prior to the Closing Date, the Parties shall develop and implement a plan that will result in the delivery or transfer, subject to compliance with applicable Law, of the Business Records to Buyer (or a Person designated by Buyer) at the Closing in the manner (and in the case of physical Business Records, at the location(s)) reasonably requested by Buyer to the extent not located at an office of the Business Entities.
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Retention of Business Records and Post-Closing Access. After the Closing, Parent, the Sellers and Buyer agree to, and Buyer shall cause the IPG Entities to, hold at least one copy of all Business Records relating to the conduct of the Business or the IPG Entities on or before the Closing Date and not to destroy or dispose of such copy for a period of seven (7) years from the Closing Date or such longer time as may be required by applicable Law, and each of Buyer and Parent agree, upon the request of the other Party prior to such date, to provide a copy of the applicable Business Records prior to the destruction or disposition thereof. Subject to the confidentiality obligations set forth herein, Parent and the Non-IPG Subsidiaries may retain a copy of any or all of the Business Records and any other materials included in any electronic data room or that are otherwise in the possession or under the control of Parent or the Non-IPG Subsidiaries relating to the conduct of the Business or the IPG Entities on or before the Closing Date.
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Retention of Business Records and Post-Closing Access. (a) After the Initial Closing, Buyer shall cause Nutra to hold at least one copy of all Business Records relating to the conduct of the Business on or before the Initial Closing Date and not to destroy or dispose of such copy for a period of six (6) years from the Initial Closing Date or such longer time as may be required by applicable Law. (b) From and after the Initial Closing, Buyer shall cause Nutra to (i) give the GNC Parties and their Representatives reasonable access during normal business hours and upon reasonable prior notice and under reasonable circumstances to the Business Records of Nutra relating to the conduct of the Business on or before the Initial Closing Date, (ii) furnish to the GNC Parties and their Representatives such information relating to the conduct of the Business on or before the Initial Closing Date reasonably requested by the GNC Parties or their Representatives in connection with financial reporting, third party ligation or any other reasonable business purpose (in each case other than in connection with any claim or Action brought by (A) any GNC Party against the Buyer or any of its Affiliates (including from and after the Initial Closing, Nutra) or (B) Buyer or any of its Affiliates (including, from and after the Initial Closing, Nutra) against any GNC Party or any Affiliate of any GNC Party), and (iii) cause the Representatives of Nutra to reasonably cooperate with the GNC Parties and their Representatives, in each case, to the extent reasonably requested by the GNC Parties in connection with financial reporting, third party ligation or any other reasonable business purpose (in each case other than in connection with any claim or Action brought by (A) any GNC Party against the Buyer or any of its Affiliates (including from and after the Initial Closing, Nutra) or (B) the Buyer or any of its Affiliates (including, from and after the Initial Closing, Nutra) against any GNC Party or any Affiliate of any GNC Party). (c) From and after the Initial Closing, GNC shall, and shall cause the other GNC Parties, to (i) give Buyer and its Representatives reasonable access during normal business hours and upon reasonable prior notice and under reasonable circumstances to the Business Records of GNC and the other GNC Parties relating to the conduct of the Business on or before the Initial Closing Date, (ii) furnish to Buyer and its Representatives such information relating to the conduct of the Business on or before the Initial Closing...
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Related to Retention of Business Records and Post-Closing Access

  • 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 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.

  • Inspection and Retention of Records In addition to any other requirement under this Agreement or at law, Party must fulfill all state and federal legal requirements, and will comply with all requests appropriate to enable the Agency of Human Services, the U.S. Department of Health and Human Services (along with its Inspector General and the Centers for Medicare and Medicaid Services), the Comptroller General, the Government Accounting Office, or any of their designees: (i) to evaluate through inspection or other means the quality, appropriateness, and timeliness of services performed under this Agreement; and (ii) to inspect and audit any records, financial data, contracts, computer or other electronic systems of Party relating to the performance of services under Vermont’s Medicaid program and Vermont’s Global Commitment to Health Waiver. Party will retain for ten years all documents required to be retained pursuant to 42 CFR 438.3(u).

  • Retention of Records and Audit A. The Contractor shall maintain all financial data, supporting documents, and all other records relating to performance and billing under this Agreement for a period in accordance with state and federal law, a minimum retention period being no less than four (4) years after final payment under this Agreement. B. The Contractor shall permit the authorized representative of the Judicial Council or its designee or both at any reasonable time to inspect or audit all data relating to performance and billing to the Judicial Council under this Agreement. Without limiting the foregoing, this Agreement is subject to examinations and audit by the State Auditor for a period of three years after final payment.

  • FINANCIAL RECORDS AND AUDIT Seller shall retain all financial records and documents pertaining to the Goods for a period of no less than three years after final payment. Such records and documents shall date back to the time this Contract was issued and shall include without limitation, catalogs, price lists, invoices, underlying data and basis for cost estimates, and inventory records. Buyer shall have the right to examine, reproduce and audit all Seller records related to pricing, incurred costs and proposed costs associated with any proposals (prior to or after contract award), invoices or claims.

  • 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.

  • Access and Retention of Records County agrees to provide the State Arresting Agencies, the Legislative Auditor, or their authorized agents with access to any records necessary to determine contract compliance. County agrees to create and retain records supporting the services rendered for a period of eight years after either the completion date of the Agreement or the conclusion of any claim, litigation, or exception relating to the Agreement taken by the State of Montana or third party.

  • 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.

  • Audit and Inspection of Plants, Places of Business and Records (a) The State and its agents, including, but not limited to, the Connecticut Auditors of Public Accounts, Attorney General and State’s Attorney and their respective agents, may, at reasonable hours, inspect and examine all of the parts of the Contractor’s and Contractor Parties’ plants and places of business which, in any way, are related to, or involved in, the performance of this Contract. (b) The Contractor shall maintain, and shall require each of the Contractor Parties to maintain, accurate and complete Records. The Contractor shall make all of its and the Contractor Parties’ Records available at all reasonable hours for audit and inspection by the State and its agents. (c) The State shall make all requests for any audit or inspection in writing and shall provide the Contractor with at least twenty-four (24) hours’ notice prior to the requested audit and inspection date. If the State suspects fraud or other abuse, or in the event of an emergency, the State is not obligated to provide any prior notice. (d) The Contractor will pay for all costs and expenses of any audit or inspection which reveals information that, in the sole determination of the State, is sufficient to constitute a breach by the Contractor under this Contract. The Contractor will remit full payment to the State for such audit or inspection no later than 30 days after receiving an invoice from the State. If the State does not receive payment within such time, the State may setoff the amount from any moneys which the State would otherwise be obligated to pay the Contractor in accordance with this Contract's Setoff provision. (e) The Contractor shall keep and preserve or cause to be kept and preserved all of its and Contractor Parties’ Records until three (3) years after the latter of (i) final payment under this Contract, or (ii) the expiration or earlier termination of this Contract, as the same may be modified for any reason. The State may request an audit or inspection at any time during this period. If any Claim or audit is started before the expiration of this period, the Contractor shall retain or cause to be retained all Records until all Claims or audit findings have been resolved. (f) The Contractor shall cooperate fully with the State and its agents in connection with an audit or inspection. Following any audit or inspection, the State may conduct and the Contractor shall cooperate with an exit conference. (g) The Contractor shall incorporate this entire Section verbatim into any contract or other agreement that it enters into with any Contractor Party.

  • 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.

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