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 Seller and Stryker may retain copies of the Transferred Books and Records (A) in connection with the performance of Seller’s or Stryker’s obligations under any agreement effective prior to the Closing to which Seller or Stryker is a party, (B) as required to satisfy its ongoing obligations with relevant Government Authorities, (C) to make any required filings or (D) to respond to any potential inquiry or audit with any Government Authority.
(b) For a period of five (5) years after the Closing, and except as prohibited by any applicable Law, upon the reasonable request of Seller or Stryker and at Seller’s or Stryker’s sole expense, Purchaser shall provide Seller, Stryker, and their 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 of 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 and Stryker sixty (60) days’ prior written notice, during which period Seller and Stryker shall have the right to take such records and documents without further consideration, except as prohibited by any applicable Law. In the event of a sale of all or substantially all of Purchaser’s business or assets or other assignment of Purchaser’s rights hereunder pursuant to Section 8.06 within five (5) years after the Closing, the acquirer of Purchaser’s business or assets or assignee of Purchaser’s rights shall agree to be bound by this Section 6.15(b) for the remainder of such five (5) year period.
(c) For a period of five (5) years after the Closing, and except as prohibited by any applicable Law, upon the reasonable request of Purchaser and at Purchaser’s sole expense, Seller and Stryker shall provide Purchaser and its representatives with reasonable access to make copies of (i) any books, files (including financial accounting information), papers, correspondence, documents, databases, software, reports, laboratory notebooks, plans and records that remain in Seller’s or...
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. The Transferred Books and Records are those related to, used in, or necessary for the operation of the Business.
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.
Transferred Books and Records. 36 SECTION 5.11. Noncompetition Agreement. 37 ARTICLE VI. PURCHASER OBLIGATION TO COMMERCIALISE 38 SECTION 6.01. 38 SECTION 6.02. 38 SECTION 6.03. 38 ARTICLE VII. INDEMNIFICATION 39 SECTION 7.01. Survival of Representations and Warranties. 39 SECTION 7.02. Indemnification by Seller. 39 SECTION 7.03. Indemnification by Purchaser. 40 SECTION 7.04. Limits on Indemnification. 40
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. For _____________________________ purposes of this Agreement, "Transferred Books and Records" means all of Seller's customer or subscriber lists and records, accounts billing, plant and continuing property records, plans, blueprints, specifications, designs, drawings, surveys, engineering reports, personnel records (where applicable) and all other documents, computer data and records relating to the Business, the Purchased Property, the Employees and/or the Assumed Liabilities, except for the Retained Books and Records.
Transferred Books and Records. Quality/Production Data
