Delivery and Retention of Records. Within forty-five (45) days after the Closing Date, the Seller shall (with respect to each of the Javelina Partnerships, to the extent the Seller or its Affiliate have the Legal Right) deliver or cause to be delivered to the Buyer, copies of Tax Records which are relevant to Post-Closing Tax Periods and all other files, books, records, information and data relating to the Acquired Companies, including the Electronic Data and a CD containing all the information and data contained in the electronic data room (other than Tax Records) that are in the possession or control of the Seller or any of its Affiliates (excluding such files, books, records, information and data constituting Retained Assets, the “Records”). The Buyer agrees to (i) hold the Records and not to destroy or dispose of any thereof for a period of five (5) years from the Closing Date or such longer time as may be required by Law, provided that, if it desires to destroy or dispose of such Records during such period, it shall first offer in writing at least sixty (60) days before such destruction or disposition to surrender them to the Seller and if the Seller does not accept such offer within thirty (30) days after receipt of such offer, the Buyer may take such action and (ii) following the Closing Date to afford the Seller, its accountants, and counsel, during normal business hours, upon reasonable request, full access to the Records and to the Buyer’s employees to the extent that such access may be requested for any legitimate purpose at no cost to the Seller (other than for reasonable out-of-pocket expenses); provided that such access shall not be construed to require the disclosure of Records that would cause the waiver of any attorney-client, work product, or like privilege or cause the breach of any confidentiality agreement; provided, further that in the event of any litigation nothing herein shall limit either Party’s rights of discovery under applicable Law. All post-Closing access to the Records and to the Buyer’s employees will be subject to confidentiality obligations under Section 11(a).
Delivery and Retention of Records. On or promptly after the Closing Date, the Seller shall deliver or cause to be delivered to the Buyer, copies of Tax Records which are relevant to Post-Closing Tax Periods and all other files, books, records, information and data relating to the Acquired Companies or the Relevant Assets that are in the possession or control of the Seller (the "Records"). The Buyer agrees to (i) hold the Records and not to destroy or dispose of any thereof for a period of ten years from the Closing Date or such longer time as may be required by Law, provided that, if it desires to destroy or dispose of such Records during such period, it shall first offer in writing at least 60 days before such destruction or disposition to surrender them to the Seller and if the Seller does not accept such offer within 20 days after receipt of such offer, the Buyer may take such action and (ii) following the Closing Date to afford the Seller, its accountants, and counsel, during normal business hours, upon reasonable request, at any time, full access to the Records and to the Buyer's employees to the extent that such access may be requested for any legitimate purpose at no cost to the Seller (other than for reasonable out-of-pocket expenses); provided that such access shall not be construed to require the disclosure of Records that would cause the waiver of any attorney-client, work product, or like privilege; provided, further that in the event of any litigation nothing herein shall limit any Party's rights of discovery under applicable Law.
Delivery and Retention of Records. To the extent PG&E does not otherwise specifically request delivery of records or results, Contractor agrees to retain all records and results of Work performed under this Contract for a period of not less than three years from the end of the Contract term. At PG&E's request Contractor will deliver a copy of any or all original field notes, investigative notes, tests, photographs, records, calculations, summaries, reports, and records produced and collected in the course of the Work performed under this Contract.
Delivery and Retention of Records. On or promptly after the Effective Date, each Party shall deliver or cause to be delivered to the other Party copies of Tax Records which are relevant to the DLS Properties being transferred to the other Party. Each Party agrees to (i) hold the Tax Records so delivered to it and not to destroy or dispose of any thereof for a period of ten years from the Effective Date or such longer time as may be required by Law, provided that, if the receiving Party desires to destroy or dispose of such Tax Records during such period, it shall first offer in writing at least 60 days before such destruction or disposition to surrender them to the other Party, and if the other Party does not accept such offer within 20 days after receipt of such offer, the receiving Party may take such action and (ii) to afford the other Party, its accountants, and counsel, during normal business hours, upon reasonable request, at any time, full access to the Tax Records delivered to it and to its employees to the extent that such access may be requested for any legitimate purpose at no cost to the requesting Party (other than for reasonable out-of-pocket expenses); provided that such access shall not be construed to require the disclosure of Tax Records that would cause the waiver of any attorney-client, work product, or like privilege; provided, further that in the event of any litigation nothing herein shall limit any Party’s rights of discovery under applicable Law.
Delivery and Retention of Records. To the extent it has the Legal Right, within forty-five (45) days after the Closing Date, the Seller shall deliver or cause to be delivered to the Buyer, copies of Tax Records that are relevant to Post-Closing Tax Periods and copies of all other files, books, records, information and data relating to the Company (other than Tax Records) that are in the possession or control of the Seller and material to the ownership of the Assigned Equity Interest; provided that such access shall not be construed to require the disclosure of records that would cause the waiver of any attorney-client, work product or like privilege; provided, further, that in the event of any litigation nothing herein shall limit any Party’s rights of discovery under applicable Law.
Delivery and Retention of Records. Within 45 days after the Closing Date, the Sellers shall deliver or cause to be delivered to the Buyer, copies of Tax Records that are relevant to Post-Closing Tax Periods and all other files, books, records, information and data relating to the Business (other than Tax Records) that are in the possession or control of the Sellers; provided that such access shall not be construed to require the disclosure of records that would cause the waiver of any attorney-client, work product or like privilege; provided, further, that in the event of any litigation nothing herein shall limit any Party’s rights of discovery under applicable Law.
Delivery and Retention of Records. (a) On the Closing Date, EOG shall deliver or cause to be delivered to Enron all material agreements, documents, books, records and files (collectively, "Acquired Companies Records"), if any, in the possession of EOG or any of its Subsidiaries relating to the business and operations of the Acquired Companies to the extent not then in the possession of the Acquired Companies, subject to the following exceptions: (i) Enron recognizes that certain Acquired Companies Records may contain incidental information relating to the Acquired Companies or may relate primarily to Subsidiaries or divisions of EOG other than the Acquired Companies, and that EOG may retain such Acquired Companies Records and shall provide copies of the relevant portions thereof to Enron at EOG's cost and (ii) EOG may retain any tax returns and reports, forms or workpapers relating thereto, and Enron shall be provided with copies of such returns, reports, forms or workpapers, only to the extent that they relate to the Acquired Companies' separate returns or separate tax liability.
Delivery and Retention of Records. (i) To the extent it has the Legal Right, as soon as reasonably practical, but not later than 180 days after the Closing Date (the “Books and Records Delivery Date”), the Seller shall deliver or cause to be delivered to the Buyer, copies of Tax Records that are relevant to Post-Closing Tax Periods and all other files, books, records, information and data relating solely to the Business (other than Tax Records), including with respect to (w) copies of employment records, (x) rights of way, easements, servitudes and other land rights and Permits, (y) engineering, maintenance and construction records, and (z) written copies of tangible embodiments of Intellectual Property exclusively relating to the Business, in each case that are in the possession or control of the Seller or its Affiliates and that are not Excluded Assets; provided that such access shall not be construed to require the disclosure of records that would cause the waiver of any attorney-client, work product or like privilege; provided, further, that in the event of any litigation nothing herein shall limit any Party’s rights of discovery under applicable Law.
Delivery and Retention of Records. ENGINEER shall retain all records and results of SERVICES performed under this contract for the period of time provided in the terms of the client’s contract, and if requested by OWNER, will deliver a copy of any or all original field notes, investigative notes, tests, photographs, records, calculations, summaries, computer programs, listings, reports or other records of any form whatsoever collected or produced in the course of SERVICES performed under this AGREEMENT.
Delivery and Retention of Records. To the extent PG&E does not otherwise specifically request delivery of records or results, Consultant agrees to retain all records and results of Work performed under this Contract for a period of not less than three years from the end of the Contract term. At PG&E’s request Consultant will deliver a copy of any or all original field notes, investigative notes, tests, photographs, records, calculations, summaries, reports, and records produced and collected in the course of the Work performed under this Contract. PUBLIC RELEASE OF RESULTS: Consultant agrees not to release any results of the Work without first providing PG&E with the material sought to be released and a description of the publication for PG&E’s prior approval. Consultant further agrees that no release shall present any material findings not reasonably inferable from the data. Any public release shall acknowledge PG&E’s sponsorship of the Work. THIRD PARTY LICENSES: Consultant represents and warrants that it shall comply (and ensure that its personnel and subcontractors comply) with all third party licenses, terms of use, policies and procedures that apply to or otherwise govern access to and/or use of any third party materials made available by PG&E to Consultant under this Contract. PUBLIC TESTIMONY: It is further agreed between the Parties that, if requested by PG&E, Consultant shall provide testimony before any Governmental Authority to substantiate any Work performed or data, reports, or materials supplied to PG&E. Reasonable fees for such testimony will be negotiated at that time. CONSULTANT’S USE OF PG&E PROPERTY: All records, reports, computer programs, written procedures and similar materials, documents or data, in whatever form, provided by PG&E for Consultant’s use in the performance of Work under this Contract shall remain the confidential property of PG&E and shall be returned to PG&E immediately upon completion of Consultant’s use for the performance of the Work or earlier upon the request of PG&E. In the alternative, Consultant may destroy such information, provided an officer of Consultant certifies the destruction in writing to PG&E. NO PUBLICITY: Consultant shall not include PG&E’s name, any reference to this Contract, or any reference to PG&E’s purchase or use of any products or services provided by Consultant in Consultant’s published customer list or in other publicity or advertisement, including internet, without the prior written consent of an officer of PG&E. The fact...
