Access; Records. (i) So long as any Outstanding Balance shall remain outstanding and until five (5) years after the Outstanding Balance shall have been paid in full, the WIFIA Credit Provider shall have the right, upon reasonable prior notice, to visit and inspect any portion of the Wastewater System, to examine books of account and records of the City relating to the Wastewater System, to make copies and extracts therefrom at the City’s expense, and to discuss the City’s affairs, finances and accounts relating to the Wastewater System with, and to be advised as to the same by, its officers and employees and its independent public accountants (and by this provision the City irrevocably authorizes its independent public accountants to discuss with the WIFIA Credit Provider the affairs, finances and accounts of the City, whether or not any representative of the City is present, it being understood that nothing contained in this Section 14(p) is intended to confer any right to exclude any such representative from such discussions), all at such reasonable times and intervals as the WIFIA Credit Provider may request. The City agrees to pay all out-of-pocket expenses incurred by the WIFIA Credit Provider in connection with the WIFIA Credit Provider’s exercise of its rights under this Section 14(p) at any time when an Event of Default shall have occurred and be continuing.
(ii) The City shall maintain and retain all files relating to the Project, the ISA and this Agreement until five (5) years after the later of the date on which (i) all rights and duties under this Agreement and under the ISA (including payments) have been fulfilled and any required audits have been performed and (ii) any litigation relating to the Project, the ISA or this Agreement is finally resolved or, if the WIFIA Credit Provider has reasonable cause to extend such date, a date to be mutually agreed upon by the WIFIA Credit Provider and the City. The City shall provide to the WIFIA Credit Provider in a timely manner all records and documentation relating to the Project that the WIFIA Credit Provider may reasonably request from time to time.
Access; Records. You agree that TD Waterhouse will maintain records of electronic access to your accounts, including login and logoff times and dates, and confirmation of trading instructions received.
Access; Records. As confirmed by Solihull College and University Centre’s recent QAA Higher Education Review, our policies, procedures and operation of recruitment, selection and admission meet the Expectation in Chapter B2 of the Quality Code11 in that they adhere to the principles of fair admission. They are transparent, reliable, valid, inclusive and underpinned by appropriate organisational structures and processes.
Access; Records. From and after the Effective Time, Buyer will afford to Seller and its authorized representatives reasonable access during normal business hours to personnel and to such properties and records which were transferred to Buyer and, if requested, will furnish to Seller such additional information and cooperate with Seller in such other respects, including the making of employees available to Seller at Seller's expense as witnesses or deponents as Seller may request for (a) financial reporting, (b) tax or similar purposes or (c) purposes of investigating claims, or conducting litigation or administrative proceedings with third parties or government agencies. Buyer will keep and maintain the records to which Seller or its representatives may request access pursuant to this Section 11.01, such records to be maintained for a period of ten (10) years from the Closing Date in the case of environmental records and five (5) years for all other records or such longer period as may be required by law or reasonably requested by Seller.
Access; Records. From and after the Closing Date, Seller shall also have reasonable access during normal business hours and upon reasonable notice to all of the assets, properties, contracts, commitments, books and records of the Business relating to periods prior to the Closing Date for the purposes of obtaining copies of data and information necessary for Seller to conduct work which is necessary for Seller to complete its tax, accounting and financial obligations arising under this Agreement and for the purpose of making such investigations as may be reasonably necessary for Seller to determine its rights and liabilities and to discharge its obligations under this Agreement or as may be necessary to defend suits, claims or investigations arising after the Closing Date.
Access; Records. From and after the Closing, NewCo, on the one hand, and Sunoco, on the other hand, will afford, and will cause their Subsidiaries to afford, to the applicable other Party and its authorized representatives reasonable access during normal business hours to, and permission to take copies of, any books, records or accounts related to the ownership, use and operation of the Refinery Assets and the Refinery Business in the possession of such Party, and, if requested, will furnish to such other Party such additional information and reasonably cooperate with such other Party in such other respects, including the making of employees available to such other Party at such other Party’s expense as witnesses or deponents, as such other Party may reasonably request for (i) financial reporting, (ii) Tax or similar purposes, (iii) purposes of investigating Claims or conducting Proceedings or (iv) such other purposes as arising pursuant to this Agreement or any Related Agreement; provided, however, that the foregoing shall not require any Person to take any such action if it (x) may result in a waiver or breach of any attorney/client privilege or other similar privilege, (y) could reasonably be expected to result in violation of applicable Law, or (z) providing such access or information would be reasonably expected to be unreasonably disruptive to its operations. Except in the ordinary course of business consistent with past custom and practice, no Party shall, nor shall it direct or knowingly permit the Contributing Subsidiaries, destroy or dispose of material books, records and accounts related to the ownership, use and operation of the Assets for a period of three years, or such longer period as may be required by applicable Law, after the Closing Date.
Access; Records. From and after the Effective Time, both Buyer and Seller will afford to the other Party and its authorized representatives reasonable access during normal business hours to, and permission to take copies of, any financial books, records or accounts related to the Business in the possession of such Party, and, if requested, will furnish to such other Party such additional information and cooperate with such other Party in such other respects, including the making of employees available to such other Party at such other Party’s expense as witnesses or deponents, as such other Party may reasonably request for (a) financial reporting, (b) tax or similar purposes or (c) purposes of investigating Claims or conducting Litigation. Notwithstanding the foregoing, neither Party shall have any obligation to provide access or copies of any records in its possession which are subject to any privilege or agreement of confidentiality. Buyer and Seller shall not destroy or dispose of any such books, records and accounts related to the Business for a period of at least seven years, or such longer period as may be required by applicable Law, after the Closing Date without first offering to surrender to the other Party such books, records and accounts which such Party may intend to destroy or dispose of.
Access; Records. From and after the Effective Time, both Buyer and Seller will afford to the other party and its authorized representatives reasonable access during normal business hours to any financial books, records or accounts related to the Transferred Assets in the possession of such party, and, if requested, will furnish to such other party such additional information and cooperate with such other party in such other respects, including the making of employees available to such other party at such other party’s expense as witnesses or deponents, as such other party may reasonably request for (a) financial reporting, (b) tax or similar purposes, (c) purposes of investigating Claims or conducting Litigation, (d) in the case of Buyer, in connection with any Assumed Obligation, or (e) in the case of Seller, in connection with the Retained Obligations; it being understood that this Section 7.7 shall not apply to information that is subject to attorney-client privilege except to the extent reasonably necessary to allow Buyer to defend any Assumed Obligation. Buyer and Seller shall not destroy or dispose of any such books, records and accounts related to the Transferred Assets for a period of at least seven years, or such longer period as may be required by Law, after the Closing Date without first offering to surrender to the other party such books, records and accounts which such party may intend to destroy or dispose of.
Access; Records. Company will keep true and complete records of any and all data received, exchanged and shared between and amongst its employees, agents, subcontractors and volunteers. Subprossers (Contractors and Agents): Company shall enter into written agreements with all Subprocessors performing functions pursuant to this Agreement, whereby the Subprocessors agree to protect District User Data in a manner consistent with the terms of this Agreement. De-Identified Data: De-identified information may be used by the Company for the purposes of development, research, and improvement of educational sites, services, or applications, as any other member of the public would be able to use de-identified data. The Company and District agree that the Company cannot successfully de-identify information if there are fewer than twenty (20) students in the samples of a particular field or category of information collected, i.e., twenty students in a particular grade, twenty students of a particular race, or twenty students with a particular disability. Company agrees not to attempt to re-identify de-identified User Data and not to transfer de-identified User Data to any party unless (a) that party agrees in writing not to attempt re-identification, (b) Company can guarantee that the party has not been provided any other de-identified information, that in combination with other provided information can be used to re-identify User Data and (c) prior written notice has been given to the District who has provided prior written consent for such transfer.
