Records and Assistance. (a) For a period which meets the minimum standards of Buyer’s internal policies for record retention (but in any event, no less than three (3) years after the Closing Date), Buyer will retain any records evidencing the operation and maintenance obligations or the cost of reimbursement rights of Buyer hereunder or otherwise relating to the Transferred Properties prior to the Closing Date (the “Records”), and will make such Records available to Seller for inspection and copying upon reasonable notice at Buyer’s headquarters (or at such other location in the United States as Buyer shall designate in writing to Seller) at reasonable times and during regular office hours. In addition, Buyer will cooperate in providing information required by Seller to complete reports, statements, or other submissions required by Law, without regard to whether such information is contained in the Records. Following the expiration of such period, Buyer may destroy such Records, provided that until the fifth (5th) anniversary of the Closing Date, Buyer shall provide Seller with sixty (60) calendar days’ prior written notice of Buyer’s intent to destroy any material Records transferred to Buyer pursuant to this Agreement and if Seller do not consent to the proposed destruction of Records, Buyer shall either continue to retain the Records and continue to make them available to Seller as provided in the preceding sentence or require Seller to remove such records at Seller’s cost and expense. To the extent Buyer receives copies of the Records because such Records relate to both the Transferred Properties and properties excluded from the Transferred Properties, Buyer shall maintain those portions of the Records which do not relate solely to the Transferred Properties strictly confidential and shall not disclose any such Records to any person or agency, unless such disclosure is required by Law or has otherwise been made publicly available
Records and Assistance. 21.1 For a period of seven (7) years following Completion, neither party shall dispose of or destroy any of the JLR Records in its possession or control without first giving the other at least one (1) month’s notice and the opportunity to review and (at its own cost) copy any of the relevant materials.
Records and Assistance. 30 25. Access to 76 Assets After Closing............................... 31 26. Inspections..................................................... 31 27. Operations of the Products Company and Actions.................. 32 28. Publicity....................................................... 32 29.
Records and Assistance. (a) Notwithstanding Section 1(e), Seller shall ---------------------- have the right to make copies of any records of the Products Company for which it has, or may have, any business, technical or legal need, and Seller may have the original of any record for which it has a particular need; provided that Purchaser may make copies of any such records which Purchaser reasonably needs for the continuing operation of the Products Company. To the extent that those records, or any other information made available to Purchaser before or after the Closing, contain proprietary or confidential business, technical or legal information of Seller or its affiliates, Purchaser agrees to hold such records in confidence and limit their use to the 76 Assets or the operations of the Products Company.
Records and Assistance. (a) For a period of ten (10) years after the Closing Date, Buyers will retain the CUSA Records and the CPL Records defined in Sections 2.1 and 2.2 above and any records evidencing the operation and maintenance obligations or the cost reimbursement rights of Buyers hereunder (the “Records”), and will make such Records available to Sellers for inspection and copying upon reasonable notice at Buyers’ headquarters (or at such other location in the United States as Buyers shall designate in writing to Sellers) at reasonable times and during regular office hours. In addition, Buyers will cooperate in providing information required by Sellers to complete reports, statements, or other submissions required by Law, without regard to whether such information is contained in CUSA Records or CPL Records. Following the expiration of such ten-year period, Buyers may destroy such Records provided Buyers provide Sellers with 60 days’ prior written notice of Buyers’ intent to destroy any Records transferred to Buyers pursuant to this Agreement. If Sellers do not consent to the proposed destruction of Records, Buyers shall either continue to retain the Records and continue to make them available to Sellers as provided in the preceding sentence or require Sellers to remove such records at Sellers’ cost and expense. To the extent Buyers receive copies of the Records because such Records relate to both the Transferred Properties and properties excluded from the Transferred Properties, Buyers shall maintain those portions of the Records which do not relate solely to the Transferred Properties strictly confidential and shall not disclose any such Records to any person or agency, unless such disclosure is required by Law or has otherwise been made publicly available.
Records and Assistance. If circumstances arise relating to the condition of the City’s records, the availability of appropriate audit evidence or indications of a significant risk of material misstatement of the financial statements because of error, fraudulent financial reporting or misappropriation of assets which, in our professional judgment, prevent us from completing the audit or forming an opinion, we retain the unilateral right to take any course of action permitted by professional standards, including declining to express an opinion or issue a report, or withdrawing from the engagement. During the course of our engagement, we may accumulate records containing data that should be reflected in the City’s books and records. The City will determine that all such data, if necessary, will be so reflected. Accordingly, the City will not expect us to maintain copies of such records in our possession. The assistance to be supplied by City’s personnel, including the preparation of schedules and analyses of accounts, has been discussed and coordinated with the City’s Financial Services Director. The timely and accurate completion of this work is an essential condition to our completion of the audit and issuance of our audit report. Nonaudit Services In connection with our audit, you have requested us to perform certain nonaudit services:
Records and Assistance. 18.1 As soon as practical following Completion (and, in any event, no later than three months after Completion), the Sellers shall deliver to Vernalis the Delivered Records other than those required by the Elan Companies (as defined in the Transitional Services Agreement) to discharge their obligations under the Transitional Services Agreement (the "TRANSITIONAL SERVICE Records"). The Sellers shall deliver the Transitional Service Records to Vernalis as soon as is reasonably practicable following termination of the Transitional Services Agreement. The provisions of Clause 18.2 shall apply, mutatis mutandis, in relation to the Transitional Service Records until they are delivered to Vernalis. The Sellers shall be entitled to retain one copy of the Delivered Records.
Records and Assistance. (a) For the four years following the Closing Date (or for such longer period as is required by Law for such records to be retained by the Party retaining the records), Parent and Sweden Buyer shall not, and each shall cause each member of Parent Group and Buyer Group, respectively, not to, dispose of or destroy any of the Company Records dated before Closing in their possession or control without first giving the other Party at least one month’s prior written notice and the opportunity to review and, at such other Party’s cost, copy any of the relevant materials.
Records and Assistance. (a) The Purchaser shall take all reasonable steps to preserve and keep all copies of records of MIC delivered to it in connection with the completion of the transactions contemplated by this Agreement and, from and after Closing, shall use commercially reasonable efforts to cause MIC to preserve all of its records, in each case, for a period of at least six years from the Closing Date, or for any longer period as may be required by any Laws or Governmental Entity, and shall, subject to any confidentiality obligations owing to MIC, make such records available to the Vendors as may be reasonably requested by them from time to time. The Purchaser shall use commercially reasonable efforts to cause MIC to make such records available to the Vendors as may be reasonably requested by them from time to time.
Records and Assistance. (a) For a period of seven years after the Closing Date, Buyer will retain the CUSA Records and the CPL Records defined in Sections 2.1 and 2.2 above (the "Records") and will make such Records available to Sellers for inspection and copying upon reasonable notice at Buyer's headquarters (or at such other location in the United States as Buyer shall designate in writing to Sellers) at reasonable times and during regular office hours. Following the expiration of such seven-year period, Buyer shall provide Sellers with 60 days' prior written notice of Buyer's intent to destroy any Records transferred to Buyer pursuant to this Agreement. If Sellers do not consent to the proposed destruction of Records, Buyer shall either continue to retain the Records and continue to make them available to Sellers as provided in the preceding sentence or require Sellers to remove such records at Sellers' cost and expense. To the extent Buyer receive copies of the Records because such Records relate to both the Transferred Properties and properties excluded from the Transferred Properties, Buyer shall maintain those portions of the Records which do not relate solely to the Transferred Properties strictly confidential and shall not disclose any such Records to any person or agency, unless such disclosure is required by Law.
