Record Retention; Access Sample Clauses

Record Retention; Access. (a) Buyer shall retain the books and ------------------------ records of the Center and the Purchased Assets transferred to it hereunder for a period of not less than three (3) years; provided, however that Buyer shall have -------- ------- the right to dispose of or destroy any such books and records at any earlier time upon giving Seller reasonable notice of such intent and the right to obtain from Buyer those books and records which it intends to dispose of or destroy. Seller shall have the right, at the expense of Seller, (i) of reasonable access to and examination of such records and books for a period of three (3) years from and after the Closing Date upon reasonable notice to Buyer and during normal business hours and (ii) to make copies of such of the books, contracts and records included in the Purchased Assets as are in Buyer's possession which relate to any period prior to the Closing. With the approval of Buyer, which approval shall not be unreason ably withheld or delayed, Seller may remove from Buyer's possession the originals of such of the books and records included in the Purchased Assets as Seller may require, for use in litigation, provided that Seller shall indemnify Buyer against losses, expenses, or damages -------- resulting from the loss, destruction or non-return of such books and records.
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Record Retention; Access. WCA Waste Corporation and WCA shall each (a) until sixty (60) days after the expiration of the relevant statute of limitations (including any extensions of which it has actual notice) retain records, documents, accounting data and other information (including computer data) necessary for the preparation and filing of all Tax Returns for all Consolidated Periods in respect of Taxes of WCA Waste Corporation and members of the Consolidated Group or WCA and members of the WCA Group or for the audit of such Tax Returns; and (b) give to the other party reasonable access to such records, documents, accounting data and other information (including computer data) and to its personnel (insuring their cooperation) and premises, for the purpose of the review or audit of such Tax Returns to the extent relevant to an obligation or liability of a party under this Agreement. Prior to destroying any records, documents, data or other information in accordance with this Section 5.2, the party wishing to destroy such items will give the other party a reasonable opportunity to obtain such items (at such other party's expense).
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Record Retention; Access. Buyer shall retain the books and records of ------------------------ the Business and the Purchased Assets transferred to Buyer hereunder for a period of not less than four (4) years; provided, however, that Buyer shall have the right to dispose of or destroy any such books and records at any earlier time upon giving Seller reasonable notice of such intent and the right to obtain from Buyer those books and records which it intends to dispose of or destroy. Seller shall have the right, at the expense of Seller:
Sample 1
Record Retention; Access. The Contractor and its subcontractors shall (1) maintain all books, documents, papers, accounting records and other evidence pertaining to costs, fees or expenses incurred in the performance of the goods and services and for a period of three (3) years thereafter and (2) make such materials available during the period of the Agreement and for three (3) years from the date of final payment under the Agreement, for inspection and/or audit by the District and its designee during the Contractor’s regular business hours. The Contractor shall fully cooperate with the District as to all matters pertaining to any and all legal, audit, administration, and compliance requirements relating to the goods and services and the Agreement.
Sample 1
Record Retention; Access. 6.11 Subject to any applicable statutory requirements regarding record retention, for a period of five (5) years following the Completion Date, neither party shall dispose of or destroy, and shall procure that their respective Group’s shall not dispose of nor destroy, any of the books, accounts, customer lists and all other records held by any member of its Group after Completion to the extent that such books, accounts, customer lists and records relate to the Business and relate to the period up to Completion (the Records), or any copies of the Records without first giving the other at least ninety (90) days prior written notice of its intention to do so and giving the other the opportunity to remove and retain any of them (at that other party’s expense).
Sample 1
Record Retention; Access. Each of Service Provider and Service Recipient shall maintain full and accurate books and records relating to the Services provided hereunder, in accordance with past practices. With respect to accounting, transactional and other records or information created by or for a party by reason of its performance hereunder and necessary for a party’s use in the Company’s business or otherwise or for a party’s accounting, tax or compliance purposes, on a party’s request the other party will provide copies of such records or information (to the extent in existence) in the form maintained by such furnishing party within twenty (20) Business Days after such request. For a period of three years after the termination or expiration of this Agreement (or such longer period as may be required by any Governmental Authority or by the Purchase Agreement or reasonably requested by a party in connection with disputes or litigation), upon a party’s reasonable request, the other party and their representatives and counsel will use commercially reasonable efforts not to dispose of or destroy any of the books and records relating to the Services provided hereunder without first offering to turn over possession thereof to such requesting party (at a requesting party’s sole expense, including reimbursing the furnishing party for any third party expenses), by written notice to the requesting party to the extent practicable at least thirty (30) days prior to the proposed date of such disposition or destruction. Notwithstanding the foregoing, upon request by a party, the other party (to the extent legally permitted to erase or destroy any such information and subject to the right of such party to maintain an archive copy of such information (subject to confidentiality obligations set forth in this Agreement or the Purchase Agreement) to the extent necessary to comply with its regulatory, accounting or record retention requirements, in connection with any litigation or dispute resolution process) shall erase or destroy all or any part of the requesting party’s confidential information in such other party’s possession or control following the completion of all Transition Periods in which such information is necessary for the performance of Services hereunder. Each party shall provide or make available to the other party and its Representatives reasonable access during regular business hours and upon two Business Days advance notice to all relevant information, documentation and staff of ...
Sample 1
Record Retention; Access. The B&N Group and the GameStop Group shall each: (a) until the expiration of the relevant statute of limitations (including any extensions of which it has actual notice), retain records, documents, accounting data and other information (including computer data) necessary for the preparation and filing of all Tax Returns in respect of Taxes of the B&N Group or the GameStop Group or for the audit of such Tax Returns; and (b) give to the other party reasonable access to such records, documents, accounting data and other information (including computer data) and to its personnel (causing their cooperation) and premises, for the purpose of the review or audit of such Tax Returns to the extent relevant to an obligation or liability of a party under this Agreement. Prior to destroying any records, documents, data or other information in accordance with this Article, the party wishing to destroy such items will give the other party a reasonable opportunity to obtain such items (at such other party's expense).
Sample 1
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Record Retention; Access the GLC Group and the OSCA Group shall each (a) until the expiration of the relevant statute of limitations (including any extensions of which it has actual notice), retain records, documents, accounting data and other information (including computer data) necessary for the preparation and filing of all Tax Returns in respect of Taxes of the GLC Group or the OSCA Group or for the audit of such Tax Returns; and (b) give to the other party reasonable access to such records, documents, accounting data and other information (including computer data) and to its personnel (insuring their cooperation) and premises, for the purpose of the review or audit of such Tax Returns to the extent relevant to an obligation or liability of a party under this Agreement. Prior to destroying any records, documents, data or other information in accordance with this Article, the party wishing to destroy such items will give the other party a reasonable opportunity to obtain such items (at such other party's expense).
Sample 1
Record Retention; Access. Brooke Corporation and Brooke Capital shall each (i) until sixty (60) days after the expiration of six years or the relevant statute of limitations (including any extensions of which it has actual notice) retain records, documents, accounting data and other information (including computer data) necessary for the preparation and filing of all Tax Returns for all Consolidated Periods in respect of Taxes of Brooke Corporation and members of the Consolidated Group or Brooke Capital or for the audit of such Tax Returns; and (ii) give to the other party reasonable access to such records, documents, accounting data and other information (including computer data) and to its personnel (insuring their cooperation) and premises, for the purpose of the review or audit of such Tax Returns to the extent relevant to an obligation or liability of a party under this Agreement. Prior to destroying any records, documents, data or other information in accordance with this Section 5.2, the party wishing to destroy such items will give the other party a reasonable opportunity to obtain such items (at such other party’s expense).
Sample 1

Related to Record Retention; Access

  • Record Retention The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act.

  • RECORD RETENTION AND CONFIDENTIALITY Ultimus shall keep and maintain on behalf of the Trust all books and records which the Trust and Ultimus is, or may be, required to keep and maintain pursuant to any applicable statutes, rules and regulations, including without limitation Rules 31a-1 and 31a-2 under the 1940 Act, relating to the maintenance of books and records in connection with the services to be provided hereunder. Ultimus further agrees that all such books and records shall be the property of the Trust, and agrees to surrender the records of the Trust upon request, and to make such books and records available for inspection by the Trust or by the SEC at reasonable times and otherwise to keep confidential all books and records and other information relative to the Trust and its shareholders; except when requested to divulge such information by duly-constituted authorities or court process. If Ultimus is requested or required to disclose any confidential information supplied to it by the Trust, Ultimus shall, unless prohibited by law, promptly notify the Trust of such request(s) so that the Trust may seek an appropriate protective order. Nonpublic personal shareholder information shall remain the sole property of the Trust. Such information shall not be disclosed or used for any purpose except in connection with the performance of the duties and responsibilities described herein or as required or permitted by law. The provisions of this Section shall survive the termination of this Agreement. The parties agree to comply with any and all regulations promulgated by the SEC or other applicable laws regarding the confidentiality of shareholder information.

  • Post-Closing Access to Information For a period of seven (7) years from the Closing Date, except as prohibited by applicable Law, Seller and Buyer shall, subject to compliance by the other with the provisions of Section 5.12 and the Transition Services Agreement, afford to each other and to each other’s Representatives reasonable access and duplicating rights (with copying costs to be borne by the requesting party) during normal business hours to all books and records, documents and other information (collectively, “Information”) within the knowledge, possession or control of the other party or its Affiliates solely to the extent relating to (a) in the case of requests by Buyer, the FH Business, Transferred FH Companies (and their Closing Subsidiaries), FH Assets, the Acquired FH Assets, Assumed Liabilities or Transferred Employees and (b) in the case of requests by Seller, the Excluded Businesses, the Excluded Assets or the Retained Liabilities, insofar in each case as such access is reasonably required by Seller or Buyer or any of their Subsidiaries or Affiliates for legitimate business reasons and does not violate any applicable Law or any confidentiality obligations applicable to Seller or Buyer or any of their Subsidiaries or Affiliates, as the case may be (and shall use reasonable efforts to cause persons or firms possessing relevant Information to give similar access) and, to the extent practicable, such Information is identified by the requesting party with reasonable specificity; provided, however, that no party shall be required to disclose any Information if (i) it believes in good faith that doing so presents a significant risk, based on advice of counsel (which can be inside counsel) of resulting in a loss of the ability to successfully assert a claim of Privilege or (ii) Seller or any of its Subsidiaries, on the one hand, and Buyer or any of its Subsidiaries, on the other hand, are adverse parties in a litigation (other than a litigation with respect to a claim for indemnification under this Agreement) and such information is reasonably pertinent thereto; provided, further, that, in the case of clause (i) above, the parties hereto shall reasonably cooperate in seeking to find a way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege; provided, further, that Seller and its Affiliates shall not be required to provide Buyer or its Representatives with any information related to the Sale Process or Seller’s or its Representatives’ evaluation thereof, including projections, financial or other information related thereto other than projections, financial or other information prepared in the ordinary course of the FH Business without being primarily prepared for the Sale Process. Without limiting the generality of the foregoing, Information may be requested under this Section 5.9 for audit and accounting purposes and in connection with Actions, as well as for purposes of fulfilling disclosure and reporting obligations.

  • Retention of and Access to Records After the Closing, Buyer shall retain for a period consistent with Buyer's record-retention policies and practices those Records of Seller delivered to Buyer. Buyer also shall provide Seller and its representatives reasonable access thereto, during normal business hours and on at least three days' prior written notice, to enable them to prepare financial statements or tax returns or deal with tax audits. After the Closing, Seller shall provide Buyer and its representatives reasonable access to Records that are Excluded Assets, during normal business hours and on at least three days' prior written notice, for any reasonable business purpose specified by Buyer in such notice.

  • Records Retention The Asset Representations Reviewer will maintain copies of Review Materials, Review Reports and internal work papers and correspondence (collectively the “Client Records”) for a period of two years after the termination of this Agreement. At the expiration of the retention period, the Asset Representations Reviewer shall return all Client Records to the Servicer, in electronic format or, to the extent held in tangible form, in that form. Upon the return of the Client Records, the Asset Representations Reviewer shall have no obligation to retain such Client Records or to respond to inquiries concerning any Asset Review.

  • Records Retention Audit Contractor shall establish and maintain a reasonable accounting system that enables LES to readily audit this Contract and any SOW. LES and its authorized representatives shall have the right to audit, to examine, and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract kept by or under the control of the Contractor, including, but not limited to those kept by the Contractor, its employees, agents, assigns, successors, and Subcontractors. Such records shall include, but not be limited to, accounting records, written policies and procedures; all paid vouchers including those for out-of-pocket expenses; other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract amendments and change order files; back charge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondence. Contractor shall, at all times during the term of this contract and for a period of five (5) years after the completion of this contract, maintain such records, together with such supporting or underlying documents and materials. The Contractor shall at any time requested by LES, whether during or after completion of this contract and at Contractor’s own expense make such records available for inspection and audit (including copies and extracts of records as required) by LES. Such records shall be made available to LES during normal business hours at the Contractor’s office or place of business. In the event that no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for LES. Contractor shall ensure LES has these rights with Contractor’s assigns, successors, and Subcontractors, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor and any Subcontractors to the extent that those Subcontracts or agreements relate to fulfillment of the Contractor’s obligations to LES. Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by LES unless certain exemption criteria are met. If the audit identifies overpricing or overcharges (of any nature) by the Contractor to LES in excess of one-half of one percent (.5%) of the total contract xxxxxxxx, the Contractor shall reimburse LES for the total costs of the audit. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performance, the Contractor shall reimburse LES for total costs of audit. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Contractor’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of LES’ findings to Contractor

  • Disposition of Canceled Certificates; Record Retention The Paying Agent shall retain stock certificates which have been canceled in transfer or in exchange and accompanying documentation in accordance with applicable rules and regulations of the Securities and Exchange Commission for two calendar years from the date of such cancellation. The Paying Agent, upon written request by the Company, shall afford to the Company, its agents and counsel access at reasonable times during normal business hours to review and make extracts or copies (at the Company's sole cost and expense) of such certificates and accompanying documentation. Upon request by the Company at any time after the expiration of this two-year period, the Paying Agent shall deliver to the Company the canceled certificates and accompanying documentation. The Company, at its expense, shall retain such records for a minimum additional period of four calendar years from the date of delivery of the records to the Company and shall make such records available during this period at any time, or from time to time, for reasonable periodic, special, or other examinations by representatives of the Securities and Exchange Commission. The Company also shall undertake to furnish to the Securities and Exchange Commission, upon demand, either at their principal office or at any regional office, complete, correct and current hard copies of any and all such records. Thereafter, such records shall not be destroyed by the Company without the approval of the Paying Agent, which approval shall not be withheld unreasonably, but will be safely stored for possible future reference.

  • Maintenance and Access to Records Keep adequate records, in accordance with GAAP, of all its transactions so that at any time, and from time to time, its true and complete financial condition may be readily determined, and promptly following the reasonable request of the Lender, make such records available for inspection by the Lender and, at the expense of the Borrower, allow the Lender to make and take away copies thereof.

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