Access to Records and Personnel Sample Clauses

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.

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

Access to Records and Personnel. (a) From the date hereof until the earlier of the Closing or termination of this Agreement, upon reasonable notice, Seller shall cause the Company and the SCT Subsidiaries to (i) afford the Buying Parties and their representatives reasonable access to the senior managers of the Company and the SCT Subsidiaries and (ii) furnish to the representatives of the Buying Parties such additional financial and operating data and other material information regarding the Business (or copies thereof) as the Buying Parties may from time to time reasonably request; provided, however, that any such access or furnishing of information shall be conducted at the Buying Parties’ expense, during normal business hours, and in such a manner as not to unreasonably interfere with the normal operations of the Business. Notwithstanding anything to the contrary in this Agreement, neither Seller, the Company nor the SCT Subsidiaries shall be required to disclose any information to the Buying Parties if such disclosure would (i) jeopardize any attorney-client or other legal privilege, (ii) contravene any applicable Laws (including applicable Antitrust Laws), fiduciary duty or binding agreement entered into prior to the date hereof, (iii) disrupt or jeopardize any material customer or vendor relationship or (iv) include Tax information pertaining to Seller or its Affiliates other than the Company and the SCT Subsidiaries. (b) From and after the Closing Date, the Parties shall, and the Buying Parties shall cause the Company and the SCT Subsidiaries to, retain the books, records, documents, instruments, accounts, correspondence, writings, evidences of title and other papers relating to the Company and the SCT Subsidiaries 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 Buyer shall cause the Company and the SCT Subsidiaries to allow Seller, its Affiliates and their respective representatives, reasonable access during normal business hours 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 all information required to calculate and verify the amounts set forth in Article III, the preparation of the Preliminary Closing Balance Sheet, the Final Closing Balance Sheet and Seller’s Tax Returns and the defense of Proceedings. ...

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) 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) Following the Closing Date, the parties shall retain the Books and Records relating to the Business and the Assets in their possession 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) The parties will allow each other 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 tax returns or the defense of litigation. Each party shall be entitled to recover its reasonable out-of-pocket costs (including, without limitation, copying costs) incurred in providing such records and/or personnel to the other 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 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.

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. (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. 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) For a period of six (6) years after the Closing Date, Sellers and their Representatives will have reasonable access to (including the right to make copies of) all Business Records, including, without limitation, books and records of Sellers transferred to Purchasers hereunder, relating to the Purchased Assets or the Business prior to the Closing Date and to all former employees of Sellers having knowledge with respect thereto, to the extent that such access may reasonably be required in connection with matters relating to (i) liabilities of Sellers not assumed by Purchasers hereunder, (ii) all matters as to which Sellers are required to provide indemnification under this Agreement, or (iii) the preparation of any Tax Returns required to be filed by Sellers with respect to any periods prior to the Closing. Such access will be afforded by Purchasers upon receipt of reasonable advance notice and during normal business hours, provided such access does not unduly disrupt Purchasers’ normal business operations. Sellers will be solely responsible for any costs or expenses incurred by it pursuant to this Section 6.8(a). If Purchasers wish to dispose of any of such Business Records, including, without limitation, books and records, prior to the expiration of the six-year period, Purchasers shall, prior to such disposition, give Sellers 90 days’ written notice, at the expense of Sellers, to segregate and remove such books and records as Sellers may select. (b) For a period of six (6) years after the Closing Date, Purchasers and their Representatives will have reasonable access to (including the right to make copies of) all of the Business Records, including, without limitation, books and records relating to the Purchased Assets or the Business which Sellers or any of their Representatives are permitted to retain after the Closing Date. Such access will be afforded by Sellers and their Representatives upon receipt of reasonable advance notice and during normal business hours. Purchasers will be solely responsible for any costs and expenses incurred by it pursuant to this Section 6.8(b). If Sellers or their Representatives wish to dispose of any of such Business Records, including, without limitation, books and records, prior to the expiration of such six-year period, it shall, prior to such disposition, give Purchasers 90 days’ written notice, at Purchasers’ expense, to segregate and remove such books and records as Purchasers may select.