Books and Records; Inspection Rights. The Borrower will, and will cause each of its Subsidiaries to, keep, or cause to be kept, books of record and account in accordance with GAAP. The Borrower will, and will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties during normal business hours, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that the Borrower or such Subsidiary shall be entitled to have its representatives and advisors present during any inspection of its books and records.

Books and Records; Inspection. The ​ will, and will cause each of its Subsidiaries to, keep adequate records and books of account, in which complete entries will be made in accordance with GAAP and to permit representatives of any ​ or the Administrative Agent, during normal business hours, to examine, copy and make extracts from its books and records, to inspect any of its properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such ​ or the Administrative Agent (as the case may be).

SECTION # Books and Records; Inspection Rights 7969

SECTION # Books and Records; Inspection and Audit Rights 72

Books and Records. The Seller shall maintain proper books of record and account of the transactions contemplated hereby, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions contemplated hereunder.

Books and Records. (a) Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of such Borrower or such Restricted Subsidiary, as the case may be; and # maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Borrower or such Restricted Subsidiary, as the case may be.

Each Loan Party shall # keep proper books of record and account in which full, true and correct entries will be made of all dealings or transactions of or in relation to its business and affairs; # set up on its books accruals with respect to all Taxes, assessments, charges, levies and claims; and # on a reasonably current basis set up on its books, from its earnings, allowances against doubtful Receivables, advances and investments and all other proper accruals (including by reason of enumeration, accruals for premiums, if any, due on required payments and accruals for depreciation, obsolescence, or amortization of properties), which should be set aside from such earnings in connection with its business. All determinations pursuant to this subsection shall be made in accordance with, or as required by, GAAP consistently applied in the opinion of such independent public accountant as shall then be regularly engaged by the applicable Loan Party.

Books and Records. At its option, Landlord, at any time within twelve (12) months after final disbursement of the Tenant Improvement Allowance to Tenant, and upon at least ten (10) Business Days prior written notice to Tenant, may cause an audit to be made of Tenant’s books and records relating to Tenant’s expenditures in connection with the construction of the Tenant Improvements. Tenant shall maintain complete and accurate books and records in accordance with generally accepted accounting principles of these expenditures for at least twelve (12) months after final disbursement of the Tenant Improvement Allowance to Tenant. Tenant shall make available to Landlord’s auditor at the Premises within ten (10) Business Days following Landlord’s notice requiring the audit, all books and records maintained by Tenant pertaining to the construction and completion of the Tenant Improvements. In addition to all other remedies which Landlord may have pursuant to the Lease, Landlord may recover from Tenant the reasonable cost of its audit if the audit discloses that Tenant falsely reported to Landlord expenditures which were not in fact made or falsely reported a material amount of any expenditure or the aggregate expenditures.

Books and Records. ​ agrees to maintain customary books and records relating to the Participation Interests sold by ​ to ​ hereunder. ​ shall properly reflect in its books and records the sale by ​ to ​ of all Participation Interests sold to ​ and the Percentage Interests of ​ in such Participation Interests. Upon request, ​ shall furnish to ​ copies of any of ​’s books and records and financial statements relating to the Participation Interests purchased by ​ from ​ hereunder.

Books and Records. The minute books and stock record books of the Company and its Subsidiaries, all of which have been made available to Purchaser by the Company, are complete and correct in all material respects and have been maintained in accordance with sound business practices. Except as set forth on [Section 4.23] of the Company Disclosure Schedule, # the minute books of the Company and its Subsidiaries contain accurate and complete records of all meetings, and actions taken by written consent of, the stockholders or other equity holders, the boards of directors or comparable governing bodies and any committees thereof, and # no meeting, or action taken by written consent, of any such stockholders, equity holders, boards, bodies or committees has been held for which minutes have not been prepared and are not contained in such minute books. At the Closing, all of those books and records will be in the possession of the Company.

Books and Records. In accordance with standard records retention business practices and policies in the industry, and in accordance with applicable generally accepted accounting standards, each Party shall keep all usual and proper records related to the performance of such Party’s obligations under this Agreement. Subject to the terms of this [Section E.7.c], the unmodified books and records of each Party with respect to this Agreement, including without limitation, any information contained in any facsimile or electronic communication submitted by Supplier or Expedia, will control over any manual evidence provided by the other Party and will constitute

Inspection Rights. The Secured Party shall have full access during normal business hours, and upon reasonable prior notice, but not more than four (4) times in any 12-month period unless an Event of Default has occurred, to all the books, correspondence and other records of the Debtor relating to the Collateral, and the Secured Party or its representatives may examine such equipment and such records and make photocopies or otherwise take extracts from such records. The Debtor agrees to render to the Secured Party, at the Debtor’s expense, such clerical and other assistance as may be reasonably requested with regard to the exercise of its rights pursuant to this paragraph.

Section # Directors’ Inspection Right; Reliance Upon Books and Records.

SECTION # Inspection of Property; Books and Records; Discussions 9389