Access to Retained Records Sample Clauses

Access to Retained Records. Marathon shall maintain or cause to be maintained at its offices, in accordance with its record retention policies, the related material records and other documents held by Marathon on the Closing Date with respect to (i) the Marathon Transferred Assets, (ii) the Marathon Assumed Liabilities or (iii) the conduct of the business of Marathon’s Business prior to the Closing Date, in each case which are not included in the Marathon Transferred Assets, and will make such records and other documents reasonably available, without charge, to representatives of Ashland and the Company at a reasonable place and time, it being understood that such representatives shall be entitled to make copies thereof as they shall deem necessary for purposes of making such records and documents available to appropriate Governmental Authorities or for other proper corporate purposes. Notwithstanding the foregoing, Marathon shall not be obligated to make available any such records or documents that are privileged, that Marathon is prohibited from disclosing by Applicable Law or that are the subject of binding confidentiality agreements with non-Affiliates of Marathon restricting their conveyance or disclosure to the Company; provided, however, that Marathon shall use its commercially reasonable best efforts to obtain the right from such non-Affiliates either to disclose such records to the Company or to transfer such confidentiality agreements to the Company.
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Access to Retained Records. Ashland shall maintain or cause to be maintained at its offices, in accordance with its record retention policies, the related material records and other documents held by Ashland on the Closing Date with respect to (i) the Ashland Transferred Assets, (ii) the Ashland Assumed Liabilities or (iii) the conduct of the business of Ashland’s Business prior to the Closing Date, in each case which are not included in the Ashland Transferred Assets, and will make such records and other documents reasonably available, without charge, to representatives of Marathon and the Company at a reasonable place and time, it being understood that such representatives shall be entitled to make copies thereof as they shall deem necessary for purposes of making such records and documents available to appropriate Governmental Authorities or for other proper corporate purposes. Notwithstanding the foregoing, Ashland shall not be obligated to make available any such records or documents that are privileged, that Ashland is prohibited from disclosing by Applicable Law or that are the subject of binding confidentiality agreements with non-Affiliates of Ashland restricting their conveyance or disclosure to the Company; provided, however, that Ashland shall use its commercially reasonable best efforts to obtain the right from such non-Affiliates either to disclose such records to the Company or to transfer such confidentiality agreements to the Company.
Access to Retained Records. 11.2.1 Subject to the terms and conditions set forth in this Clause 11.2, the Purchasers shall, with effect from Japan Completion or General Completion (as the case may be) and continuing for a period of 12 months thereafter, provide or procure the provision of the following services to the Insolvency Officers and the Japan Sellers (“Services”): (i) access to and use of a reasonable extent of the office premises acquired or occupied by any of the Purchasers pursuant to the transactions contemplated in this Agreement which the relevant Sellers were occupying and using before Japan Completion or General Completion (as the case may be) (the specifics of which access and use shall be agreed by NHI and each Insolvency Officer as the case may be, as soon as reasonably practicable after Japan Completion or General Completion (as the case may be)); (ii) access to and use (including the right to make copies) of the Retained Records (including the Transferred Sale Assets Records but excluding the Transferred Employees Records) that relate or belong to any of the Sellers, the Business and/or any other business of the Xxxxxx Brothers International Group, in so far as they are in the Purchasers’ possession, at the time of the request for access and howsoever they are held; and (iii) the services of (part of) the Transferred Employees who are in the employ of a Purchaser or another member of the Purchaser Group at the time of the request for services, in so far as may be reasonably required: (a) so that the Insolvency Officers and the debtors-in-possession of the Japan Sellers are and will be able to discharge their duties as Insolvency Officers or debtors-in-possession of the Japan Sellers in respect of each of the relevant Insolvent Companies and other entities in the Xxxxxx Brothers International Group that may become insolvent, and (b) in respect of any Group Company, otherwise for the purpose of preserving the value of the assets of each of the Group Companies or liquidating any Group Company (the specifics of which services shall be agreed by NHI, the Insolvency Officers and the debtors-in-possession of the Japan Rehabilitation Company).

Related to Access to Retained Records

  • AUDITS; ACCESS TO RECORDS The CONTRACTOR shall make available to the COUNTY, its authorized agents, officers, or employees, for examination any and all ledgers, books of accounts, invoices, vouchers, cancelled checks, and other records or documents evidencing or relating to the expenditures and disbursements charged to the COUNTY, and shall furnish to the COUNTY, within sixty (60) days after examination, its authorized agents, officers or employees such other evidence or information as the COUNTY may require with regard to any such expenditure or disbursement charged by the CONTRACTOR. The CONTRACTOR shall maintain full and adequate records in accordance with County requirements to show the actual costs incurred by the CONTRACTOR in the performance of this Agreement. If such books and records are not kept and maintained by CONTRACTOR within the County of Mendocino, California, CONTRACTOR shall, upon request of the COUNTY, make such books and records available to the COUNTY for inspection at a location within County or CONTRACTOR shall pay to the COUNTY the reasonable, and necessary costs incurred by the COUNTY in inspecting CONTRACTOR’s books and records, including, but not limited to, travel, lodging and subsistence costs. CONTRACTOR shall provide such assistance as may be reasonably required in the course of such inspection. The COUNTY further reserves the right to examine and reexamine said books, records and data during the four (4) year period following termination of this Agreement or completion of all work hereunder, as evidenced in writing by the COUNTY, and the CONTRACTOR shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatsoever for four

  • Access to Records The Contractor and its subcontractors, if any, shall maintain all books, documents, papers, accounting records, and other evidence pertaining to all costs incurred under this Contract. They shall make such materials available at their respective offices at all reasonable times during this Contract, and for three (3) years from the date of final payment under this Contract, for inspection by the State or its authorized designees. Copies shall be furnished at no cost to the State if requested.

  • Access to Records after Closing (a) For a period of ------------------------------- six years after the Closing Date, Parent and its representatives shall have reasonable access to all of the books and records of the Companies to the extent that such access may reasonably be required by Parent in connection with matters relating to or affected by the operations of the Companies prior to the Closing Date. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Parent shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 13.6(a). If Buyer --------------- or the Companies shall desire to dispose of any of such books and records prior to the expiration of such six-year period, Buyer shall, prior to such disposition, give Parent a reasonable opportunity, at Parent's expense, to segregate and remove such books and records as Parent may select. (b) For a period of six years after the Closing Date, Buyer and its representatives shall have reasonable access to all of the books and records relating to the Companies which Parent or any of its Affiliates may retain after the Closing Date. Such access shall be afforded by Parent and its Affiliates upon receipt of reasonable advance notice and during normal business hours. Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 13.6(b). If Parent or any of its Affiliates shall --------------- desire to dispose of any of such books and records prior to the expiration of such six-year period, Parent shall, prior to such disposition, give Buyer a reasonable opportunity, at Buyer's expense, to segregate and remove such books and records as Buyer may select.

  • Access to Records; Copies The Assuming Bank agrees to permit the Receiver and the Corporation access to all Records of which the Assuming Bank has custody, and to use, inspect, make extracts from or request copies of any such Records in the manner and to the extent requested, and to duplicate, in the discretion of the Receiver or the Corporation, any Record in the form of microfilm or microfiche pertaining to Deposit account relationships; provided, that in the event that the Failed Bank maintained one or more duplicate copies of such microfilm or microfiche Records, the Assuming Bank hereby assigns, transfers, and conveys to the Corporation one such duplicate copy of each such Record without cost to the Corporation, and agrees to deliver to the Corporation all Records assigned and transferred to the Corporation under this Article VI as soon as practicable on or after the date of this Agreement. The party requesting a copy of any Record shall bear the cost (based on standard accepted industry charges to the extent applicable, as determined by the Receiver) for providing such duplicate Records. A copy of each Record requested shall be provided as soon as practicable by the party having custody thereof.

  • Governmental Access to Records BA shall make its internal practices, books and records relating to the use and disclosure of Protected Information available to CE and to the Secretary of the U.S. Department of Health and Human Services (the “Secretary”) for purposes of determining BA’s compliance with HIPAA [45 C.F.R. Section 164.504(A)(2)(ii)(I)]. BA shall provide CE a copy of any Protected Information and other documents and records that BA provides to the Secretary concurrently with providing such Protected Information to the Secretary.

  • Access to Records; Contractor Financial Records Contractor agrees that District and its authorized representatives are entitled to review all Contractor books, documents, papers, plans, and records, electronic or otherwise (“Records”), directly pertinent to this Contract for the purpose of making audit, examination, excerpts, and transcripts.

  • Access to Records and Properties (a) From the date hereof until the Closing Date or earlier termination of this Agreement, Seller will, and will cause the Companies and their Subsidiaries to: (i) provide Purchaser and its officers, counsel and other representatives with reasonable access during normal business hours to the operations of the Companies and their Subsidiaries, their principal personnel and representatives, and such books and records pertaining to the Companies and their Subsidiaries as Purchaser may reasonably request, provided that (A) Purchaser agrees that such access will give due regard to minimizing interference with the operations, activities and employees of the Companies and their Subsidiaries, (B) such access and disclosure would not violate the terms of any agreement to which the Companies or any of their Subsidiaries is bound or any applicable Law and (C) all arrangements for access shall be made solely through Seller; and (ii) furnish to Purchaser or its representatives such additional financial and operating data and other information relating to the Companies and their Subsidiaries as may be reasonably requested, to the extent that such access and disclosure would not (A) violate the terms of any agreement to which the Companies or any of their Subsidiaries is bound or any applicable Law, or (B) cause significant competitive harm to the Companies or any of their Subsidiaries or their Affiliates if the transactions contemplated by this Agreement are not consummated. (b) From the date hereof until the Closing Date, Purchaser agrees that all information so received from Seller, the Companies and their Subsidiaries shall be deemed received pursuant to the Confidentiality Agreement and that each shall, and shall cause its Affiliates and each of its and their representatives to, comply with the provisions of the Confidentiality Agreement with respect to such information, and the provisions of the Confidentiality Agreement are hereby incorporated herein by reference with the same effect as if fully set forth in this Agreement.

  • RECORD RETENTION AND ACCESS TO RECORDS Provided Contractor is given reasonable advance written notice and such inspection is made during normal business hours of Contractor, the State or any duly authorized representatives shall have unimpeded, prompt access to any of Contractor’s books, documents, papers, and/or records which are maintained or produced as a result of the project for the purpose of making audits, examinations, excerpts, and transcriptions. All records related to this agreement shall be retained by Contractor for three (3) years after final payment is made under this agreement and all pending matters are closed; however, if any audit, litigation or other action arising out of or related in any way to this project is commenced before the end of the three (3) year period, the records shall be retained for one (1) year after all issues arising out of the action are finally resolved or until the end of the three (3) year period, whichever is later.

  • ACCESS TO RECORDS AND REPORTS The Contractor must maintain an acceptable cost accounting system. The Contractor agrees to provide the Sponsor, the Federal Aviation Administration, and the Comptroller General of the United States or any of their duly authorized representatives access to any books, documents, papers, and records of the contractor which are directly pertinent to the specific contract for the purpose of making audit, examination, excerpts and transcriptions. The Contractor agrees to maintain all books, records and reports required under this contract for a period of not less than three years after final payment is made and all pending matters are closed.

  • Access to Information and Records During the period commencing thirty (30) days prior to the Closing Date, the Seller shall give Buyer, its counsel, accountants and other representatives (i) access during normal business hours to all of the properties, books, records, contracts and documents of the Seller for the purpose of such inspection, investigation and testing as Buyer deems appropriate (and the Seller shall furnish or cause to be furnished to Buyer and its representatives all information with respect to the business and affairs of the Seller as Buyer may request); (ii) access to employees, agents and representatives for the purposes of such meetings and communications as Buyer reasonably desires; and (iii) access to vendors, customers, manufacturers of its machinery and equipment, and others having business dealings with the Seller. Through the Closing Date, the Buyer and its Affiliates shall not disclose any Proprietary Information obtained pursuant to this paragraph to any third parties and until the Closing Date will not use any such Proprietary Information in the Buyer's business or any affiliated business without the prior written consent of the Seller and then only to the extent specified in that consent. Consent may be granted or withheld at the sole discretion of the Seller. The Buyer shall not contact any suppliers, customers, employees, affiliates or associates to circumvent the purposes of this provision. The Buyer shall take all steps reasonably necessary or appropriate to maintain the strict confidentiality of the Proprietary Information through the Closing Date.

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