COOPERATION AND PRESERVATION OF RECORDS Sample Clauses

COOPERATION AND PRESERVATION OF RECORDS. (a) The OLP Parties and the Transferor Parties shall cooperate with one another fully and in a timely manner in connection with the defense of any litigation or any other actual or threatened claim. (b) Such cooperation shall include, without limitation, making available to the other party, during normal business hours and upon reasonable notice, all books, records and information ("Litigation Records"), officers and employees (without substantial interruption of employment) necessary or useful in connection with any actual or threatened claim, investigation, audit, action or proceeding. (c) Each party shall continue in force, or at the request of the other party, shall issue, notices exempting from destruction any Litigation Records which the requesting party represents may be necessary to the defense of, or required to be produced in discovery in connection with, any such claim, investigation, audit, action or proceeding and shall either refrain from destroying any such Litigation Records until authorized by the requesting party or provide copies at the requesting party's expense thereof. The requesting party shall notify the other party promptly when the Litigation Records are no longer required to be maintained. (d) The party requesting access to Litigation Records or officers and employees pursuant to clause (b) of this Section 8.6 or preservation of Litigation Records pursuant to clause (c) of this Section 8.6 shall bear all reasonable out-of-pocket expenses (except reimbursement of salaries, employee benefits and general overhead) incurred by the other party in connection with providing such Litigation Records or officers and employees. (e) The party providing Litigation Records hereunder may elect, upon a reasonable basis and within a reasonable time, to designate all or a portion of the Litigation Records as confidential or proprietary. If Litigation Records are so designated, the party receiving them will treat them as it would its own confidential or proprietary information and will take all reasonable steps to protect and safeguard the Litigation Records while in its own custody and will attempt to shield such information from disclosure by motions to quash, motions for a protective order, redaction or other appropriate actions.
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COOPERATION AND PRESERVATION OF RECORDS. (a) The parties covenant that they will cooperate with each other after the Closing to provide each other with reasonable information relating to the Business. From and after the Closing Date, all books, records and documents, if any, which were not acquired by Buyer as a result of the consummation of the transactions contemplated by this Agreement and which directly relate to the Business shall be available during regular business hours, upon reasonable notice, to the officers, attorneys, accountants and other authorized representatives of Buyer. Seller shall, for a period of six (6) years from and after the Closing Date, maintain and preserve all such books, records and documents and, during such six (6) year period, Buyer may copy, at Buyer's expense, any such books, records and documents. Seller acknowledges and agrees that the books and records of Seller and FWC relating to the employees of FWC shall be acquired by Buyer as a result of the consummation of the transactions contemplated by this Agreement; provided, that Buyer acknowledges and agrees that Seller may make and retain a copy of such books and records relating to such employees. (b) From and after the Closing Date, all books, records and documents which were acquired by Buyer as a result of the consummation of the transactions contemplated by this Agreement and/or which relate to the operation of the Business up to the Closing shall be available during regular business hours, upon reasonable notice, to the officers, attorneys, accountants and other authorized representatives of Seller. Subject to the following, Buyer shall for a period of at least six (6) years from and after the Closing Date, maintain and preserve all such books, records and documents. If upon or prior to the end of such six (6) years Buyer desires to dispose of any such records, Buyer shall give Seller not less than sixty (60) days' prior written notice specifying the categories desired to be destroyed and shall give Seller reasonable access to inspect such records, and Seller shall have the right to remove, at Seller's expense, any records covered by such notice it may desire to retain. Any records not removed within one hundred twenty (120) days after the date of the mailing of the notice to Seller by Buyer may be disposed of, without further obligation to Seller under this subparagraph (b). (c) In the event Seller is required to defend any action, suit or proceeding arising out of a claim pertaining to the Business whic...
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COOPERATION AND PRESERVATION OF RECORDS. 8 8. ARBITRATION................................................................9
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COOPERATION AND PRESERVATION OF RECORDS. (a) The parties covenant that they will cooperate with each other after the Closing to provide each other with reasonable information relating to the Business. From and after the Closing Date, all books, records and documents, if any, which were not indirectly acquired by Buyer as a result of the consummation of the transactions contemplated by this Agreement and which directly relate to the Business shall be available during regular business hours, upon reasonable notice, to the officers, attorneys, accountants and other authorized representatives of Buyer and the GWC Group. The Retained Group Signatories shall, for a period of seven (7) years from and after the Closing Date, maintain and preserve all such books, records and documents and, during such seven (7) year period, Buyer may copy, at Buyer's expense, any such books, records and documents. The Retained Group Signatories acknowledge and agree that the books and records of the Retained Group Signatories and the GWC Group relating to the Transferred Employees shall be acquired by Buyer pursuant to this Agreement; provided, that Buyer acknowledges and agrees that the Retained Group Signatories, at their
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COOPERATION AND PRESERVATION OF RECORDS. (a) Buyer and Sellers shall cooperate with each other and their respective counsel in the contest or defense of, and make available its personnel and provide any testimony and access to its books and records in connection with, any Proceeding involving or related to (i) the Contemplated Transaction or (ii) any action, activity, circumstance, condition, conduct, event, fact, failure to act, incident, occurrence, plan, practice, situation, status or transaction on or before the Closing Date involving Sellers or their business. (b) After the Effective Time, Buyer shall cooperate with Sellers to provide it with reasonable information relating to the Acquired Business. Buyer agrees that, after the Effective Time through the closing of the Chapter 11 Case, it shall make available to Sellers, through their officers, employees, consultants and representatives, the Acquired Business and such books and records and financial and operating data related to the Acquired Business, the Assets and the Assumed Liabilities, and such officers and key employees of the Acquired Business, as Sellers reasonably request. Buyer shall, for a period no less than the longer of three years and such other period specified by Legal Requirement from and after the Effective Time, maintain and preserve all such books and records and data related to the Acquired Business, the Assets and the Assumed Liabilities; provided, however, that Buyer may destroy any such records upon 30 days' written notice to Sellers, which notice shall describe in reasonable detail the nature and content of the records to be destroyed. Sellers (or Sellers' designee) shall have the right to take possession of such records at any time following receipt of such notice prior to the end of such 30 days' written notice.
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COOPERATION AND PRESERVATION OF RECORDS. 12 7.1 General......................................................... 12 7.2
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COOPERATION AND PRESERVATION OF RECORDS. Such cooperation shall include, without limitation, making available to the other party, during normal business hours and upon reasonable notice, all books, records and information ("Litigation Records"), officers and employees (without substantial interruption of employment) necessary or useful in connection with any actual or threatened Litigation and Claims and any investigation, audit, action or proceeding relating thereto.
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COOPERATION AND PRESERVATION OF RECORDS 
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Related to COOPERATION AND PRESERVATION OF RECORDS

  • Preservation of Records The Assuming Bank agrees that it will preserve and maintain for the joint benefit of the Receiver, the Corporation and the Assuming Bank, all Records of which it has custody for such period as either the Receiver or the Corporation in its discretion may require, until directed otherwise, in writing, by the Receiver or Corporation. The Assuming Bank shall have the primary responsibility to respond to subpoenas, discovery requests, and other similar official inquiries with respect to the Records of which it has custody.

  • Inspection and Retention of Records In addition to any other requirement under this Agreement or at law, Party must fulfill all state and federal legal requirements, and will comply with all requests appropriate to enable the Agency of Human Services, the U.S. Department of Health and Human Services (along with its Inspector General and the Centers for Medicare and Medicaid Services), the Comptroller General, the Government Accounting Office, or any of their designees: (i) to evaluate through inspection or other means the quality, appropriateness, and timeliness of services performed under this Agreement; and (ii) to inspect and audit any records, financial data, contracts, computer or other electronic systems of Party relating to the performance of services under Vermont’s Medicaid program and Vermont’s Global Commitment to Health Waiver. Party will retain for ten years all documents required to be retained pursuant to 42 CFR 438.3(u).

  • Maintenance Retention and Audit of Records The Bank shall maintain all books, documents, papers, accounting records and other evidence pertaining to costs incurred and services provided pursuant to this Agreement, and shall make such information available at its office during the Purchase Period and for four years from the date of final payment of Reimbursement Obligations under this Agreement, until completion of all audits, or until pending litigation has been completely and fully resolved, whichever occurs last.

  • Preservation of Books and Records (a) The Sellers and their Affiliates shall have the right to make and retain copies (at their sole expense) of all books and records relating to the Transferred Assets for the periods ending on or before the Closing Date. The Buyer agrees that it shall preserve and keep all original books and records in respect of the Transferred Assets in the possession or control of the Buyer or its Affiliates for at least the longer of (i) any applicable statute of limitations and (ii) a period of six (6) years from the Closing Date. The Sellers and their Affiliates shall also have the right to retain all original IRS Forms W-8 and W-9 in respect of the Transferred Assets relating to periods ending on or before the Closing Date. (b) During such six (6)-year or longer period, (i) representatives of the Sellers and their Affiliates shall, upon reasonable notice and for any reasonable business purpose, have access during normal business hours to confidentially examine, inspect and copy such books and records and (ii) the Buyer shall provide to the Sellers or their Affiliates access to such books and records relating to the Transferred Assets as the Sellers or their Affiliates shall reasonably request in connection with any action, suit, arbitration, proceeding or investigation to which a Seller or any of its Affiliates are parties or in connection with the requirements of any Applicable Law applicable to a Seller or any of its Affiliates. The Sellers or their Affiliates, as applicable, shall return such original books and records to the Buyer or such Affiliate of the Buyer as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence. (c) After such six (6)-year or longer period, before the Buyer or any Affiliate of the Buyer shall dispose of any of such books and records, the Buyer shall give at least ninety (90) days’ prior written notice of such intention to dispose to the Sellers, and the Sellers or any of their Affiliates shall be given an opportunity, at their cost and expense, to remove and retain all or any part of such books and records as it may elect.

  • 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.

  • Access and Retention of Records County agrees to provide the State Arresting Agencies, the Legislative Auditor, or their authorized agents with access to any records necessary to determine contract compliance. County agrees to create and retain records supporting the services rendered for a period of eight years after either the completion date of the Agreement or the conclusion of any claim, litigation, or exception relating to the Agreement taken by the State of Montana or third party.

  • Maintenance of Records I agree to keep and maintain adequate and current written records of all Inventions made by me (solely or jointly with others) during the term of my employment with the Company. The records will be in the form of notes, sketches, drawings, and any other format that may be specified by the Company. The records will be available to and remain the sole property of the Company at all times.

  • Inspection of Records Upon reasonable notice to the Administrative Trustees and the Property Trustee, the records of the Trust shall be open to inspection by Securityholders during normal business hours for any purpose reasonably related to such Securityholder's interest as a Securityholder.

  • Location of Records The offices where the initial Servicer keeps all of its records relating to the servicing of the Pool Receivables are located at Xxx XXX Xxxxxx, Xxxxxxx, XX 00000.

  • RETENTION AND AUDIT OF RECORDS CONTRACTOR shall retain records pertinent to this Agreement for a period of not less than five (5) years after final payment under this Agreement or until a final audit report is accepted by COUNTY, whichever occurs first. CONTRACTOR hereby agrees to be subject to the examination and audit by the Santa Xxxx County Auditor-Controller, the Auditor General of the State of California, or the designee of either for a period of five (5) years after final payment under this Agreement.

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