Common use of Access to and Retention of Records Clause in Contracts

Access to and Retention of Records. As of the Effective Time, the Company shall acquire and take possession of the Books and Records, provided that if any part of such Books and Records cannot without unreasonable effort be separated from books, records, files and other data that do not constitute Books and Records or relate to services to be provided to the Company, then Shell Newco, TRMI or their relevant Affiliates, as the case may be, shall retain such part of the Books and Records and make such part available to the Company as provided herein. Each of the parties hereto agrees that it shall, and shall cause its relevant Affiliates to, (i) preserve and keep the Books and Records or the parts thereof in its possession, as the case may be, (A) in accordance with their respective records retention programs, or (B) for any longer period as may be required by any Governmental Entity or ongoing litigation or as required by any of the Equilon Joint Venture Documents and (ii) during such period, subject to the Equilon Only Confidentiality Agreement or the Confidentiality Agreement, shall as applicable, allow each other party's counsel, accountants, officers, employees and other representatives access to such Books and Records upon such other party's reasonable request and during normal business hours for the purpose of examining and, at the examining party's expense, copying them, to the extent reasonably required by such party in connection with (A) any insurance claims by, legal proceedings against or governmental investigations of, such party, (B) the preparation of any tax return required to be filed by such party, the defense of any audit, examination, administrative appeal or litigation of any tax return, or (C) any other reasonable business purpose reasonably related to such party's or its Affiliates' Ownership Interest.

Access to and Retention of Records. As of the Effective Time, the Company shall acquire and take possession of the Books and Records, provided provided, that if any part of such Books and Records cannot without unreasonable effort be separated from books, records, files and other data that do not constitute Books and Records or relate to services to be provided to the Company, then Shell NewcoShell, Star, TRMI (East), SRI or their relevant Affiliates, as the case may be, shall retain such part of the Books and Records and make such part available to the Company as provided herein. Each of the parties hereto agrees that it shall, and shall cause its relevant Affiliates to, (i) preserve and keep the Books and Records or the parts thereof in its possession, as the case may be, (A) in accordance with their respective records retention programs, or (B) for any longer period as may be required by any Governmental Entity or ongoing litigation or as required by any of the Equilon Motiva Joint Venture Documents and (ii) during such period, subject to the Equilon Only Confidentiality Agreement or the Confidentiality Agreement, shall as applicable, allow each other party's counsel, accountants, officers, employees and other representatives access to such Books and Records upon such other party's reasonable request and during normal business hours for the purpose of examining and, at the examining party's expense, copying them, to the extent reasonably required by such party in connection with (A) any insurance claims by, legal proceedings against or governmental investigations of, of such party, (B) the preparation of any tax return required to be filed by such party, the defense of any audit, examination, administrative appeal or litigation of any tax return, or (C) any other reasonable business purpose reasonably related to such party's or its Affiliates' Ownership Interest; provided that Star may transfer any Books or Records in its possession to the Company, SRI or TRMI (East) upon or in anticipation of its dissolution.

Access to and Retention of Records. As of the Effective Time, the Company shall acquire and take possession of the Books and Records, provided provided, that if any part of such Books and Records cannot without unreasonable effort be separated from books, records, files and other data that do not constitute Books and Records or relate to services to be provided to the Company, then Shell NewcoShell, Star, TRMI (East), SRI or their relevant Affiliates, as the case may be, shall retain such part of the Books and Records and make such part available to the Company as provided herein. Each of the parties hereto agrees that it shall, and shall cause its relevant Affiliates to, (i) preserve and keep the Books and Records or the parts thereof in its possession, as the case may be, (A) in accordance with their respective records retention programs, or (B) for any longer period as may be required by any Governmental Entity or ongoing litigation or as a required by any of the Equilon Motiva Joint Venture Documents and (ii) during such period, subject to the Equilon Only Confidentiality Agreement or the Confidentiality Agreement, shall as applicable, allow each other party's counsel, accountants, officers, employees and other representatives access to such Books and Records upon such other party's reasonable request and during normal business hours for the purpose of examining and, at the examining party's expense, copying them, to the extent reasonably required by such party in connection with (A) any insurance claims by, legal proceedings against or governmental investigations of, of such party, (B) the preparation of any tax return required to be filed by such party, the defense of any audit, examination, administrative appeal or litigation of any tax return, or (C) any other reasonable business purpose reasonably related to such party's or its Affiliates' Ownership Interest; provided that Star may transfer any Books or Records in its possession to the Company, SRI or TRMI (East) upon or in anticipation of its dissolution.