Access to Books and Records and Personnel Clause Samples

The "Access to Books and Records and Personnel" clause grants one party the right to review and inspect the financial documents, records, and, in some cases, to interview employees or representatives of the other party. This typically applies during due diligence, audits, or compliance checks, where the inspecting party may need to verify financial statements, contractual compliance, or operational practices. The core function of this clause is to ensure transparency and accountability, allowing the inspecting party to confirm that the other party is meeting its obligations and to detect any discrepancies or issues early.
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Access to Books and Records and Personnel. Upon reasonable prior notice during normal business hours, Seller shall make the books, accounts, inventory, personal property, records (financial and other), technical information, Contracts and other documents and information relating to the Acquired Companies and their business available for examination, audit and inspection by Buyer and its officers, employees, financial advisors, financing sources, consultants, accountants, attorneys and authorized representatives; provided, that such access is not unreasonably disruptive to Seller or the Acquired Companies, their employees or their business and is conducted in such a mutually agreed manner so as to maintain the confidentiality of the discussions and transactions contemplated by this Agreement. Seller shall furnish or make available to Buyer as promptly as practicable such documents or copies thereof, and other information concerning the Acquired Companies and their business, including, without limitation, any financial and operating data or other periodic financial information, as Buyer shall, from time to time, reasonably request. In addition, Seller shall give Buyer reasonable access at mutually agreed upon times and places to such officers, managers, key employees, accountants, advisors and other representatives of Seller and the Acquired Companies as Buyer shall reasonably request.
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Access to Books and Records and Personnel. For a period of seven years from the Closing Date (or such longer period as may be required by any Governmental Body or requested by a Party in connection with disputes or litigation): (a) neither Party shall either dispose of or destroy any of the books and records (other than records regarding the conduct of the Business at times prior to seven years prior to the Closing Date) retained or held by such Party relating to the ownership of the Acquired Assets by Seller or the operation of the Business prior to Closing without first offering to turn over possession thereof to the other Party, by written notice to the other Party at least 30 days prior to the proposed date of such disposition or destruction; (b) each Party shall allow the other Party and its agents reasonable access to such books and records during normal working hours at the offices of such Party at which such books and records are located; (c) each Party shall make available to the other Party upon written request therefor (i) copies of any such books and records, (ii) its personnel to assist the other Party in locating and obtaining any such books and records, and (iii) any other assistance or participation reasonably required, including access to personnel (including for depositions and/or court appearances to the extent reasonably necessary), by a Party in connection with existing or future litigation (including defense of Actions referred to in Section 10.4), tax returns, audited and unaudited financial statements or accounting reports or other matters in which such Party is involved, relating to the operation of the Business prior to Closing, to the Acquired Assets or to the Assumed Obligations or Retained Obligations, as applicable. The Party so requesting shall reimburse the other Party for the reasonable costs and expenses (excluding corporate overhead and salaries but including out of pocket and third party costs and expenses) incurred by such Party in performing the covenants contained in this Section 5.10; and (d) each Party’s access under this Section 5.10 shall not unreasonably interfere with the continuing operations or business of the other Party or its Affiliates and shall be subject to such Party and its Affiliates’ customary safety and security policies and shall be subject to any legal privileges that may then be applicable.
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Access to Books and Records and Personnel. Upon reasonable prior notice during business hours, the Company and the Subsidiaries shall at all times prior to the Closing Date make the books, accounts, inventory, equipment, records (financial and other), technical information, Contracts and such other documents and information regarding the Business available for examination, audit and inspection, including access for the purposes of conducting environmental audits, by Purchaser and its officers, employees, financial advisors, financing sources, consultants, accountants, attorneys and authorized representatives. The Company and the Subsidiaries shall furnish Purchaser as promptly as practicable with such documents or copies thereof, and other information concerning the Business, including, without limitation, any financial and operating data or other periodic financial information, as Purchaser shall, from time to time, reasonably request. In addition, the Company and the Subsidiaries shall give Purchaser access at mutually agreed upon times and places to such officers, managers, employees, accountants, advisors and other representatives of the Company or the Subsidiaries as Purchaser shall reasonably request. No investigation by Purchaser shall, however, diminish or obviate in any way, or affect Purchaser's right to rely upon, any of the representations, warranties, covenants or agreements of the Company or any of the Sellers contained in this Agreement or any other Company Documents.
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Access to Books and Records and Personnel. Upon reasonable prior notice during normal business hours, the Sellers shall at all times prior to the Closing Date make the facilities, books, accounts, Inventory, equipment, records (financial and other), technical information and data, Customer Lists, Contracts and such other documents and information regarding the Business available for examination, audit and inspection, including access for the purposes of conducting accounting and environmental audits, by Purchaser and its officers, employees, financial advisors, financing sources, consultants, accountants, attorneys and authorized representatives. The Sellers shall furnish Purchaser as promptly as practicable with such documents or copies thereof, and other information concerning the Business, including, without limitation, all pertinent financial and operating data or other periodic financial information, a complete list of all aircraft, identifying each by manufacturer, model, year, airframe serial number, FAA tail or N-Number, engine manufacturer and serial number and propeller serial number, if applicable, and such other required information requested by Purchaser regarding aircraft owned or operated by any Seller, and any additional related information as Purchaser shall, from time to time, reasonably request. In addition, the Sellers shall give Purchaser and its representatives access at mutually agreed upon times and places to such officers, managers, employees, accountants, advisors and other non-legal representatives of the Sellers as Purchaser shall reasonably request. No investigation by Purchaser shall, however, diminish or obviate in any way, or affect Purchaser's right to rely upon, any of the representations, warranties, covenants or agreements of the Sellers contained in this Agreement or any of the other Seller Documents.
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Access to Books and Records and Personnel. During the pendency of the Bankruptcy Case, Purchaser shall make available to Seller and its Representatives (to the extent in the Purchaser's or an Affiliate's employ or exclusive possession, as the case may be, and to the extent that the same does not unreasonably interfere with the Purchaser's operation of its business) access at reasonable times to the Books and Records acquired by Purchaser hereunder, the chief financial officer of Purchaser, Seller's current senior employees and such other persons as shall be agreed upon by Purchaser and Seller for reasonable consultation or review of reasonable duration and, in the case of the Books and Records, to make and obtain copies thereof, in any case solely in connection with matters relating to administration and wind-down of the Bankruptcy Case.
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Access to Books and Records and Personnel. For a period of seven years following the Closing Date (or such longer period as may be required by any Governmental Authority or legal proceeding), Buyer shall not dispose of or destroy any of the Books and Records, or, if Buyer wishes to do so, Buyer shall first notify Seller and give Seller a reasonable opportunity to take possession of such Books and Records. Buyer shall allow Seller, and any of its directors, officers, employees, counsel, representatives, accountants and auditors, reasonable access to all Books and Records that are transferred to it in connection herewith, which are reasonably required by Seller for litigation, accounting, regulatory or tax matters, during regular business hours and upon reasonable notice, and Seller shall have the right to make copies of any such records and files, subject to appropriate confidentiality restrictions. In addition, after the Closing, Seller shall provide to Buyer access, during regular business hours and upon reasonable notice, to such accounting, financial and other books and records of Seller that are reasonably required by Buyer in connection with Buyer’s reporting obligations under applicable accounting, regulatory, or tax Laws.
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Access to Books and Records and Personnel. From and after the Closing, each party shall provide the other party and its authorized representatives with reasonable access (for the purpose of examining and copying), during normal business hours, to any books and records and other financial data and employees (without substantial disruption of employment) in connection with the preparation of Tax Returns, financial statements, the management and handling of Tax audits, any Action in connection with the transactions contemplated hereby or any other matter requiring such access; provided, however, that such access shall be provided in a manner that shall not unreasonably interfere with the normal operations of the party allowing access. Unless otherwise consented to in writing by Seller or Buyer, as the case may be (which consent shall not be unreasonably withheld or delayed), the parties shall not, for a period of six years following the Closing Date, destroy, alter or otherwise dispose of any material books and records relating to the Business, or any portions thereof, relating to periods prior to the Closing Date without first offering to surrender to Seller or Buyer, as the case may be, such books and records or such portions thereof. All information received pursuant to this Section 7(b) shall be subject to the confidentiality provision of Section 5(a).
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Access to Books and Records and Personnel. Any Party requesting Services from the other Party shall provide the other Party’s applicable employees and personnel access to the requesting Party’s applicable books and records, personnel and certain furniture, fixtures, equipment and leasehold improvements agreed to be provided, upon reasonable prior notice and during regular business hours, as reasonably required for the performance of the Services in accordance with this Agreement. The parties shall reasonably cooperate with each other to provide access to applicable books and records beyond the Term (as defined below) for any future audits by governmental enterprises (including IRS or state regulators), SEC reporting and compliance and other such requirements until the expiry of statute of limitations for such purposes.
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Access to Books and Records and Personnel. (a) NICO and Reinsureds shall each make the Books and Records in its or their possession or under its or their control reasonably available to Reinsureds or NICO, as applicable, or their Representatives, during normal office hours, for such auditing or any other purposes related to the LPT Reinsurance Agreement, the LPT Retrocession Agreement, or this Administrative Services Agreement as Reinsureds or NICO, as applicable, may require. Reinsureds or NICO, as applicable, shall further, at their Own Expense, be entitled to make copies of the Books and Records for these purposes. (b) NICO shall, from time to time at the reasonable request of Reinsureds, make its managerial personnel available for review and discussion with Reinsureds of any and all matters pertaining to the Scope of Service. (c) NICO shall provide all reasonably needed information, including access to claim files and personnel, for the purpose of periodically updating actuarial studies of gross liabilities with respect to the gross, net and ceded Subject Asbestos Liabilities. This obligation shall survive the expiration of this Administrative Services Agreement and shall continue for so long as NICO may have any liability or obligations arising under this Administrative Services Agreement or the LPT Retrocession Agreement. (d) To the extent that NICO may be required under the provisions of paragraphs (a), (b) or (c) above to provide information that it does not compile or have readily available in the ordinary course of business or to provide access to its personnel for other than routine meetings, Reinsureds shall reimburse NICO for its fully loaded cost of such compliance. For the avoidance of doubt, any access to personnel in connection with the fulfillment of the obligations of the Reinsureds or its Affiliates under SAS 70 (or related or successor requirement) shall not be considered routine. (e) NICO and/or Reinsureds, as applicable, shall make the Books and Records and its personnel reasonably available at any such location and manner as may be required by any Third Party Reinsurance Agreement. (f) NICO shall not, and shall cause its Affiliates and Subcontractors to not, dispose of, alter or destroy any material Books and Records related to Subject Claims or other relevant materials other than in accordance with NICO’s books and records retention policies as may be in effect from time to time, but in no event will NICO dispose of, alter or destroy, or cause or permit any of its Affiliate...
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Related to Access to Books and Records and Personnel

  • Access to Books and Records (a) After the date of this Agreement until the earlier of the Closing or termination of this Agreement, Sellers shall afford to Representatives of Purchasers reasonable access to the Books and Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), and (ii) Sellers shall make available, or cause the Transferred Entities to make available, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement. (b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws. (c) At and after the Closing Date, Purchasers shall, and shall cause their Affiliates to, afford Sellers and their representatives, during normal business hours, upon reasonable notice, full access to the books, records, properties and employees of each Transferred Entity to the extent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Independent Accounting Firm under Section 2.5(d). (d) Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if they desire to destroy or dispose of such Books and Records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Sellers.

  • Access to Records and Personnel Indivior shall ensure the IRO has access to all records and personnel necessary to complete the reviews listed in this Section III.E., and that all records furnished to the IRO are accurate and complete.

  • Books and Records; Access The Borrower will, and will cause each Significant Subsidiary to, keep proper books of record and account in which complete and accurate entries, in all material respects, are made of its financial and business transactions to the extent required by GAAP. The Borrower will, and will cause each of its Significant Subsidiaries to, at any reasonable time and from time to time (but not to exceed two times in any calendar year unless a Default or an Event of Default exists), permit up to six representatives of the Banks designated by the Majority Banks, or representatives of the Administrative Agent, on not less than five Business Days’ notice, to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the Borrower and each Significant Subsidiary and to discuss the general business affairs of the Borrower and each of its Significant Subsidiaries with their respective officers and independent certified public accountants (provided that, so long as no Default or Event of Default shall have occurred and be continuing, the Borrower shall have the opportunity to be present at any such discussion with such independent certified public accountants); subject, however, in all cases to the imposition of such conditions as the Borrower and each of its Significant Subsidiaries shall deem necessary based on reasonable considerations of safety and security; provided, however, that neither the Borrower nor any of its Significant Subsidiaries shall be required to disclose to any Agent, any Bank or any agents or representatives thereof any information which is the subject of attorney-client privilege or attorney work-product privilege properly asserted by the applicable Person to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third parties. Notwithstanding the foregoing, none of the conditions precedent to the exercise of the right of access described in the preceding sentence that relate to notice requirements or limitations on the Persons permitted to exercise such right shall apply at any time when a Default or an Event of Default shall have occurred and be continuing.

  • Books and Records; Inspections Each Credit Party will, and will cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity in all material respects with GAAP shall be made of all dealings and transactions in relation to its business and activities. Each Credit Party will, and will cause each of its Subsidiaries to, permit any authorized representatives designated by the Administrative Agent at the request of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject to the proviso below), to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions), all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested, in each case, in a manner that does not unduly interfere with the business and operations of the Credit Parties and their Subsidiaries; provided that (i) the Borrower shall only be obligated to reimburse the Administrative Agent and the Requisite Lenders for the expenses of one such inspection per calendar year prior to the occurrence of an Event of Default; and (ii) any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany the Administrative Agent or its representative in connection with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding anything to the contrary in this Section 5.6, none of Holdings or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work product.

  • Inspection of Books and Records Contractor will permit County, or any duly authorized agent of County, to inspect and examine the books and records of Contractor for the purpose of verifying the amount of work performed under the Scope of Services. County’s right to inspect survives the termination of this Agreement for a period of four years.