Access to Records and Personnel Sample Clauses

Access to Records and Personnel. (a) Until the seventh anniversary of the Closing Date, each of Seller and Purchaser agrees to provide, or cause to be provided, to each other, as soon as reasonably practicable after written request therefor and at the requesting party’s sole expense, any information in the possession or under the control of such party that the requesting party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities Laws) by a Governmental Authority (including any Tax authority) having jurisdiction over the requesting party, (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy Tax, audit, accounting, claims, regulatory, litigation or other similar requirements or (iii) to comply with its obligations under this Agreement; provided, however, that in the event that any party determines that any such provision of information could be commercially detrimental, violate any Law or agreement, or waive any attorney-client, or other similar privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Until the seventh anniversary of the Closing Date, each of Seller and Purchaser shall provide, or cause to be provided, to the other party in such form as such requesting party shall reasonably request, at no charge to such party, all financial and other data and information as such party reasonably determines to be necessary or advisable in order to prepare its financial statements and reports or filings, including Tax Returns, with any Governmental Authority; provided, however, that no party shall be required to provide or cause to be provided any financial or other data or information if doing so would result in an undue burden on such party or require the incurrence of an unreasonable expense by such party. Seller shall fully cooperate with and assist Purchaser and its employees, auditors, advisors, attorneys, agents and representatives to the extent necessary in connection with (i) the preparation of any financial statements (including pro forma financial statements) required to be prepared, filed or presented by Purchaser with respect to the Business or the transactions contemplated by this Agreement by any Governmental Authority, securities or other Laws or the rules of any stock exchange applicable to Purchaser; and (ii) any ...

Access to Records and Personnel. (a) From the date hereof until the earlier of the Closing or termination of this Agreement, upon reasonable notice, and subject to the Confidentiality Letter, the Seller shall cause the Retained Subsidiaries and the Acquired Entities to (i) afford Buyer and its representatives reasonable access to the senior managers of the Acquired Business and (ii) furnish to the representatives of Buyer such additional financial and operating data and other material information regarding the Business (or copies thereof) as Buyer may from time to time reasonably request; provided, however, that any such access or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, and in such a manner as not to interfere with the normal operations of the Business. Notwithstanding anything to the contrary in this Agreement, the Seller shall not be required to disclose any information to Buyer if such disclosure would (i) jeopardize any attorney-client or other legal privilege, (ii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof or (iii) disrupt or jeopardize any material customer or vendor relationship or (iv) include Tax information pertaining to the Seller or its Affiliates other than the Acquired Business (except for tax information pertaining to combined, consolidated, or uniform tax filings of Seller or its Affiliates that include any of the Acquired Entities). (b) From and after the Closing Date, the Parties shall, and the Buying Parties shall cause the Acquired Business to, retain all material books, records, documents, instruments, accounts, correspondence, writings, evidences of title and other papers relating to the Acquired Business in their possession (the “Books and Records”) for seven (7) years or for such longer period as may be required by Law. (c) From and after the Closing Date, the Parties shall allow each other, and the Buyer shall cause the Acquired Business to allow the Seller, its Affiliates and their respective representatives, reasonable access to the Books and Records and to personnel having knowledge of the whereabouts and/or contents of the Books and Records, for legitimate non-competitive business reasons, including the preparation of audited financial statements and Tax Returns and the defense of Proceedings. Each Party shall be entitled to recover its out-of-pocket costs (including copying costs) incurred in providing such Books and Records and/or personnel ...

Access to Records and Personnel. (a) Buyer and Seller shall each make their respective books and records (including work papers in the possession of their respective accountants) available for inspection by the other party, or by its duly accredited representatives, for reasonable business purposes at all reasonable times during normal business hours, for a seven (7) year period after the Closing Date, with respect to all transactions of the Business occurring prior to and those relating to the Closing, the historical financial condition, results of operations and cash flows of the Business, the Assumed Liabilities (including patient records), the Purchased Assets or Transferred Employees. In addition, Buyer shall give reasonable assistance to Seller (for reasonable periods of time), through Buyer's employees, to obtain such access in order for Seller to record entries relating to the closing of Seller's books relating to the Business, to prepare and file Tax returns related to the Business, and to prepare the Closing Balance Sheet. Each party shall provide the other party at least ten (10) days prior written notice before transferring, destroying or discarding any such books and records, during which period the party receiving such notice can elect to take possession, at its own expense, of such books and records. In the case of records owned by Seller, such records shall be made available at Seller's executive office, and in the case of records owned by Buyer, such records shall be made available at Buyer's executive office. Upon the request of a party, such records shall be provided electronically at the requesting party's expense, to the extent such records can be provided electronically. As used in this Section 5.17(a), the right of inspection includes the right to make extracts or copies. The representatives of a party inspecting the records of the other party shall be reasonably satisfactory to the other party. In addition, in connection with lawsuits or other proceedings, Seller or Buyer, as the case may be, shall use reasonable efforts to make available at the requesting party's expense, including the per diem employment costs for services so provided, personnel (for reasonable periods of time) of Seller or Buyer, as the case may be, for purposes of depositions and testimony. (b) Each party (the "Employing Party") shall allow certain employees of the Business or Seller to enter into consulting arrangements with the other party (the "Contracting Party") at the reasonable request o...

Access to Records and Personnel. (a) Until the later of December 31, 2003 or dissolution of Seller, Buyer and its Representatives shall have reasonable access to all of the books and records, if any, relating to the Business which Seller, or any of its Representatives, may retain after the Closing Date. Such access shall be afforded by Seller and its Representatives 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 9.5(a). If Seller shall desire to dispose of any of such books and records prior to the expiration of the retention period, Seller 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. On the later of December 31, 2003 or dissolution of Seller, all books and records relating to the Business will be transferred to Buyer. (b) For a period of 6 years after the Closing Date, Seller and its Representatives shall have reasonable access to all of the books and records relating to the Business prior to the Closing which Buyer, or any of its Representatives, may retain after the Closing Date. Such access shall be afforded by Buyer and its Representatives upon receipt of reasonable advance notice and during normal business hours. Seller shall be solely responsible for any costs and expenses incurred by them pursuant to this Section 9.5(b). If Buyer shall desire to dispose of any of such books and records other than in the ordinary course of business prior to the expiration of such 6 year period, Buyer shall, prior to such disposition, give Seller a reasonable opportunity, at Seller's expense, to segregate and remove such books and records as Seller may select.

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

Access to Records and Personnel. (a) Buyer shall, and shall cause its affiliates to, retain the books, records, documents, instruments, accounts, correspondence, writings, evidences of title and other papers relating to the Company in their possession (the "Books and Records") for a period of six (6) years from the Closing Date or for such longer period as may be required by law or any applicable court order. Notwithstanding the foregoing, Buyer shall retain for such longer periods any and all Books and Records that relate to any ongoing litigation, investigation or proceeding until such time as Buyer is notified of the conclusion of such matter. (b) Buyer shall, and shall cause its affiliates to, provide Seller and its representatives with reasonable access during normal business hours to such Books and Records for the preparation of financial statements, Returns or the defense of litigation or tax audits. Seller will hold in confidence all confidential information identified as such by, and obtained from, Buyer, any of its officers, agents, representatives or employees; provided, however, that information which (i) was in the public domain; (ii) was in fact known to Seller prior to disclosure by Buyer, its officers, agents, representatives or employees; or (iii) becomes known to Seller from or through a third party not under an obligation of non-disclosure to the disclosing party, shall not be deemed to be confidential information.

Access to Records and Personnel. CHN shall ensure that 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.

Access to Records and Personnel. ▇▇▇▇▇ Pharmacy shall ensure that 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.‌

Access to Records and Personnel. (a) The parties shall retain the ------------------------------------ books, records, documents, instruments, accounts, correspondence, writings, evidences of title and other papers relating to the Business and the Assets in their possession (the "Books and Records") for the period of time set forth in ----------------- their respective records retention policies on the Closing Date or for such longer period as may be required by law or any applicable court order. (b) From and after the Closing Date, the parties will allow each other (and Buyer shall allow to BFC and ▇▇▇▇▇▇) reasonable access to such Books and Records, and to personnel having knowledge of the whereabouts and/or contents of such Books and Records, for legitimate business reasons, such as the preparation of financial statements, Tax returns or the defense of litigation or Tax audits. Each party shall be entitled to recover its out-of-pocket costs (including, without limitation, copying costs) incurred in providing such records and/or personnel to another party. The requesting party will hold in confidence all confidential information identified as such by, and obtained from, the disclosing party, any of its officers, agents, representatives or employees; provided, however, that information which (i) was in the public domain; (ii) was -------- ------- in fact known to the requesting party prior to disclosure by the disclosing party, its officers, agents, representatives or employees; or (iii) becomes known to the requesting party from or through a third party not under an obligation of non-disclosure to the disclosing party shall not be deemed to be confidential information.