Seller’s Access to Records. Any records delivered to Buyer by Seller relating to the operation of the Station or Seller's business shall be maintained by Buyer for a period of seven (7) years from and after the Closing Date. Upon reasonable prior notice, Seller shall be entitled to inspect and copy any of such records for purposes of preparing and completing any tax returns or other compilations of its operation of the Station. In the event that it wishes to dispose of such records, Buyer shall give Seller thirty (30) days' prior written notice and an opportunity to retrieve such records at Seller's expense.
Seller’s Access to Records. Upon the mutual execution of this Agreement, Apollo Production shall give Seller, Seller’s counsel, accountants, lenders, and other designated agents full access, at reasonable times and on reasonable notice but without any unreasonable disruption to Apollo Production’s business, to all records, assets, properties and operations pertaining to Apollo Production. The activities described in this Section shall be referred to as the “Seller’s Due Diligence Review”.
Seller’s Access to Records. Financial Reporting and Audit --------------------------------------------------------- Cooperation. In addition to and not in limitation of any other rights of the ----------- Seller under this Agreement, after the Closing UPC shall afford any of the Sellers and their respective attorneys, accountants, officers and other representatives reasonable access, during normal business hours, to UPC's books and records to the extent that such access is reasonably necessary or appropriate to assist the Sellers in the preparation of any Tax return or financial statements of the Sellers or responding to any audit, investigation or other inquiry of any taxing authority relating to any Pre-Closing Period (and shall permit such persons to examine and copy such books and records to the extent reasonably requested by the affected Seller).
Seller’s Access to Records. Purchaser shall maintain the books and records included in the Purchased Assets in accordance with applicable Law and, in any case, for not less than seven (7) years following the Closing Date. Following the Closing Date, Purchaser shall promptly provide such copies of the books and records included in the Purchased Assets as Sellers shall reasonably request, provided that, from and after the Closing Date, Sellers shall reimburse Purchaser for its out-of-pocket costs incurred in connection therewith.
Seller’s Access to Records. (a) Purchaser agrees that after the Closing Date it shall, and shall cause Company to, (i) provide Seller with reasonable access to the employees of Purchaser and Company having knowledge of and responsibility for such books and records (including information stored on electronic data processing systems), (ii) retain the books and records of Company (including back-up media for electronic data processing systems) for a period of at least ten years from the Closing Date in a responsible manner and at a location reasonably accessible and (iii) allow Seller to examine and make copies of the books and records pertaining to the business conducted by Company pertinent to this Agreement and the transactions contemplated hereby, for reasonable business purposes including without limitation the preparation and examination of Tax Returns and financial statements and conduct of any litigation or regulatory dispute resolution, whether pending or threatened, concerning the business or Company pertinent to this Agreement and the transactions contemplated hereby. Access to and copying of such books and records shall be restricted to normal business hours, shall be at Seller's expense and shall not unreasonably interfere with the business operations of Purchaser or Company. If requested by Seller 27 immediately prior to the end of the ten year period, the Purchaser will cause Company to retain such books and records (at Seller's expense) for a reasonable extended period of time.
Seller’s Access to Records. For a period of four (4) years subsequent to the Closing Date, Purchaser agrees to reasonably cooperate with Sellers and Sellers’ agents, employees and representatives in the event of Sellers’ need to respond to any legal requirement, including any tax audit, by allowing Sellers and Sellers’ agents, employees and representatives access, upon reasonable advance written notice (which notice shall identify the nature of the information sought by Sellers), at all reasonable times during business hours to examine and make copies of any and all files and records delivered by Sellers to Purchaser. The provisions of this Section shall survive the Closing and the recordation of the Deed for a period of four (4) years and shall not merge into the Deed and the other documents and instruments delivered at Closing.
Seller’s Access to Records. For a period of one year after the Completion Date, the Buyer shall procure that the Target Group Companies shall allow the Seller's representatives reasonable access upon 48 hours written notice, to the books and records of the Target Group to the extent that such access may reasonably be required by the Seller in connection with matters related to or affected by the operations of the Target Group prior to the Completion Date (provided that such access shall be procured by the Buyer for a period of six years after Completion where such access may be required by the Seller in connection with the taxation of the Seller or any of its Affiliates). Such access shall be afforded during normal business hours. The obligations of the Buyer under this clause shall not extend to allowing access to information which is in the reasonable opinion of the Buyer regarded as confidential to the activities of the Target Group or is otherwise than in connection with the Target Group Companies. The Seller shall:
(a) bear all of its own costs in implementing this Clause 10.3; and
(b) reimburse the Buyer and/or its Affiliates for its out-of-pocket expenses properly incurred in implementing this Clause 10.3 provided that:
(i) such costs are agreed in advance in writing with the Seller and/or its Affiliates, as applicable; and
(ii) the Buyer shall provide reasonable evidence of such costs before the Seller shall be obliged to reimburse it or its Affiliate. If the Buyer wishes to dispose of any of such books and records prior to the expiration of the six year period referred to above the Buyer shall, prior to doing so, give the Seller a reasonable opportunity, at the Seller's expense, to segregate and remove such books and records as the Seller may select.
Seller’s Access to Records. From and after the Closing, Buyer shall and shall cause the Company to make available to Seller at reasonable times and at such reason able place as Buyer or the Company designates any available records of the Company that are reasonably required by Seller for the purpose of ascertaining the validity of any claim for indemnification hereunder or of defending against any claim by third parties for which indemnification hereunder is provided.
Seller’s Access to Records. From and after the Closing, the Company and Seller shall be allowed, upon reasonable prior written notice to Buyer, access during normal business hours to, and photocopying of at Seller’s expense, any and all Records relating to the period prior to the Closing Date as Seller reasonably deems necessary. Buyer shall, subsequent to Closing, store the Records for such retention periods as set forth in the Record Retention Policy of Penske Automotive Group, Inc.
Seller’s Access to Records. Except as to Tax books, records and information, which are subject to the provisions of Section 8.1, for a period of seven years after the Closing Date, Seller and its representatives shall have reasonable access to all of the books and records of the Company 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 Company prior to the Closing Date. Such access shall be afforded by Purchaser 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 5.11.
