Transferred Books and Records Sample Clauses
Transferred Books and Records. The Transferred Books and Records listed on Exhibit B are all of the Books and Records maintained by Aradigm that pertain to the Business and the Assigned Assets.
Transferred Books and Records. (a) Purchaser acknowledges and agrees that (i) Seller may retain copies of the Transferred Books and Records (A) in connection with the performance of Seller’s obligations under any agreement effective prior to the Closing Date to which Seller is a party, (B) as required to satisfy its ongoing obligations with relevant Government Authorities, (C) to make any required filings, (D) to respond to any potential inquiry or audit with any Government Authority or (E) for the use in accordance with and (ii) Seller may retain a copy of all financial records of Seller and its Affiliates and any other Transferred Books and Records to the extent necessary for Tax, accounting or litigation purposes.
(b) For a period of five (5) years after the Closing Date, and except as prohibited by any applicable Law, upon the reasonable request of Seller and at Seller’s sole expense, Purchaser shall provide Seller and its representatives with reasonable access to and the right to make copies of the Transferred Books and Records, to the extent the possession of which is retained by Purchaser, as may be necessary or useful in connection with any Third Party litigation, the preparation of financial statements, the conduct of any audit or investigation by a Governmental Authority, or any similar or related matter. If during such period, Purchaser elects to dispose of such records and documents (other than in connection with a sale or all or substantially all of Purchaser’s business or assets or other assignment of Purchaser’s rights hereunder pursuant to Section 8.06), Purchaser shall give Seller sixty (60) days’ prior written notice, during which period Seller shall have the right to take such records and documents without further consideration, except as prohibited by any applicable Law.
(c) For a period of five (5) years after the Closing Date, and except as prohibited by any applicable Law, upon the reasonable request of Purchaser and at Purchaser’s sole expense, Seller shall provide Purchaser and its representatives with reasonable access to and the right to make copies of all books, files, papers, correspondence, documents, databases, software, reports, laboratory notebooks, plans and records in Seller’s possession that are related to the CVAC Products, Purchased Assets and Assumed Liabilities that are not transferred to Purchaser pursuant to Section 6.06 (the “Retained Books and Records”), as may be necessary or useful in connection with the Exploitation of any CVAC Products, an...
Transferred Books and Records. Harpoon may transfer copies or originals at its election of the Transferred Books and Records referenced in Section 2.8(c), except to the extent Maverick is required by Law to maintain originals, in which case Harpoon shall transfer originals. Thereafter, promptly following Maverick’s request, Harpoon shall, at Harpoon’s expense, transfer to Maverick original versions of any Transferred Books and Records provided to Maverick as copies. To the extent originals of any Transferred Books and Records are not delivered to Maverick, Harpoon will retain such originals in a secure location.
Transferred Books and Records. Section 9.13
Transferred Books and Records. Quality/Production Data
Transferred Books and Records. The Transferred Books and Records are those related to, used in, or necessary for the operation of the Business.
Transferred Books and Records. Transferred Fixtures and Equipment;
Transferred Books and Records. 9 _____________________________ 2.2.4 Licenses ............................... 9 ________ 2.3 Leased Assets .................................. 9 _____________ 2.4 Excluded Property .............................. 10 _________________ 2.5 Assumption of Liabilities 2.5.1
Transferred Books and Records. The Transferred Books and Records are true, correct and complete in all material respects, have been maintained in material compliance with applicable Laws and sound business practices and accurately present and reflect in all material respects all of the transactions and actions therein described and Allianz Life has heretofore provided to Buyer copies of or access to all of the written Transferred Books and Records.
Transferred Books and Records. To the Knowledge of such Seller, all Transferred Books and Records and Acquired Data (excluding all Contracts) are accurate and complete in all material respects and are maintained in all material respects in accordance with good business practices and all applicable Legal Requirements. The Partnership and the Partnership Companies with respect to the Transferred Books and Records and Acquired Data (and, solely with respect to Transferred Books and Records and Acquired Data to the extent relating to the Commodity Transactions to which RBS is a party, RBS and its Subsidiaries) maintain appropriate and sufficient systems of internal accounting controls.