Document Retention and Access. The GRANTEE certifies that it will comply with the retention and access requirements for records established by 49 CFR Part 18, Subpart A, Section 18.42. The required records and documentation relating to the grant and/or contract shall be retained for a minimum of three years after the starting date of the retention period as defined in Section 18.42. The DEPARTMENT or their authorized representative shall have the right of access to any books, documents, papers, or other records of grantees, subgrantees, contractors and subcontractors which are pertinent to the grant and/or contract, in order to make audits, examinations, excerpts and transcripts. The right of access is not limited by the required retention period and shall last as long as the records are retained.
Document Retention and Access. (a) On and after the Closing Date, the Buyer shall procure that the Company preserve all books and records (irrespective whether such books and records are kept in hardcopy format or electronically) relating to the period prior to the Closing for a period of 10 (ten) years commencing on the date when the books and records were drawn-up but no longer than 10 (ten) years or any longer period required by law from the Closing Date.
(b) Until the 10th anniversary of the Closing Date, or such longer period required by law, the Buyer shall procure that the Company afford the Seller and its advisors, at the reasonable cost of the Seller, reasonable access, upon prior notice during normal business hours, to such officers, directors, employees, advisors, books and records of the Company and provide copies of such information (be such information in hardcopy or electronic format) as Seller may reasonably request in connection with: (i) the preparation of any Tax Return in so far as the Company is relevant to it; (ii) any tax audit, or tax proceeding involving the Seller or their Affiliates, which relate to or involve the Company or its business and affairs; and (iii) the preparation of any financial statements in so far as the Company is relevant.
Document Retention and Access. The Buyer shall procure the retention, for a period of ten (10) years from Closing, of the books, records and documents of the Company to the extent they relate to the period prior to the date of Closing. Upon prior written notice, the Seller shall be granted reasonable access to the directors, officers, personnel, advisers, books and records and other information of the Company and provide copies of such information to the Seller as it may reasonably request in connection with:
(a) the preparation of any returns, reports, filings or submissions or investigation with respect to any judicial, administrative, regulatory, tax, audit or arbitration proceeding or matter in so far as such access is relevant to them or otherwise to comply with any relevant law or regulation; or
(b) the investigation of the facts relating to any claims raised against the Seller under this Agreement.
Document Retention and Access. (a) On and after the Closing Date, Buyer shall procure that the TE Business (i) shall preserve all material books, business correspondence and records relating to the period prior to the Closing Date for the longer of (1) a period of ten (10) years commencing with the expiry of the business year in which (x), as to the books, the last entries have been made, (y), as to the business correspondence, such business correspondence has been received or sent, and (z), as to the records, the relevant accounting records have originated, and (2) the period required by applicable mandatory law; and (ii) shall not destroy or dispose of such records without giving notice to Seller of such pending disposal and offering such records to Seller. If Seller has not requested such records within ninety (90) Business Days following receipt of notice from Buyer, Buyer may proceed to destroy, or dispose of, such records. If Seller requests such records, it shall hold them confidential and not disclose them to any third party (other than to advisers on a confidential basis) unless disclosure of such records by Seller is required (i) by applicable law, (ii) in order for Seller to comply with contractual or other obligations binding upon them, or (iii) to effectively pursue any of the rights Seller may have vis-à-vis a third party, including tax or other governmental authorities.
(b) Until the tenth (10th) anniversary of the Closing Date, or such longer time period as required by law, and subject to the attorney-client privilege, Buyer shall procure that the TE Business shall afford Seller and its advisers reasonable access, upon prior notice during normal business hours, to such directors, officers, employees, advisers, offices, properties, agreements, records, books and affairs of the TE Business, and shall provide copies of such information, as Seller may reasonably request in connection with:
(i) the preparation of any Tax Returns in so far as the TE Business is relevant to them;
(ii) any judicial, quasi-judicial, administrative, Tax, audit, or arbitration proceedings involving or affecting Seller or its Affiliates which relate to or involve the TE Business or its affairs;
(iii) the preparation of any financial statements or reports in so far as the TE Business is relevant to them; and
(iv) the Excluded Liabilities and the licenses under Article 2.3.
Document Retention and Access. Seller and Buyer agree that they shall keep and cause the Excluded Subsidiaries and the Target Group Companies, respectively, to keep all books and records of the Target Group Companies and the Excluded Subsidiaries (in the case of the Excluded Subsidiaries only such books and records related to the Business) and existing as per Closing (other than Tax records, the retention of which shall be governed by Section 5.3.1(h)) for the longer of 10 (ten) years and the period required by applicable Laws. During such period and without limitation to the generality of Section 5.4.3, each of the Parties shall, and shall procure that, as applicable, the Target Group Companies and the Excluded Subsidiaries shall, grant the other Party and its advisors access, during normal business hours and upon reasonable notice, to such books and records, and making employees available (to the extent not unreasonably interfering with their respective ongoing operations) on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, to the extent necessary or relevant in connection with any proceeding, Tax Return or other Tax filing, Tax Audit, preparation of financial statements, inquiry or dispute arising out of or in connection with this Agreement, any Ancillary Agreement or as otherwise reasonably requested by the Party (including to the extent necessary to remove Excluded Assets from Buyer’s or its Affiliates’ premises, in connection with any claims relating to Excluded Liabilities, regulatory reporting obligations, etc. and to SAP modules, ticketing systems and other applications in connection with GBS, operations SOPs and work instruction relating to the execution of global business services (GBS) transaction processes using Seller’s systems in connection with GBS and ticketing systems to the extent reasonably necessary for Buyer to transition the Business and the Target Group off of Seller’s GBS model); provided that (a) such access shall be subject to Section 5.4.2, (b) no access shall be granted to the extent that it would unreasonably interfere with the conduct of the business of the party granting access, (c) the Party requesting access shall bear all of the out-of-pocket costs and expenses (including attorneys’ fees) incurred in connection with the foregoing, and (d) such access shall not require either Party to provide any information the disclosure of which is prohibited or restricted by applicable Law or legal pro...
Document Retention and Access. A. If required by an outside funding source, such as the U.S. or the State of Arizona, Contractor agrees to comply with applicable governmental requirements governing the maintenance of documentation with respect to the cost of materials and services rendered pursuant to this Agreement.
B. If Contractor carries out any of Contractor’s duties pursuant to this Agreement through a subcontract, with a value or cost of $10,000.00 or more over a 12-month period, with a related organization (as that term is defined by relevant Federal statute, rule, or regulation), such subcontract shall contain a clause to the effect subcontractor will also comply with applicable governmental requirements of the government funding the project.
Document Retention and Access. (a) On and after the Closing Date, the Buyer shall procure that the Company and the Mepha Group Companies preserve all books and records (irrespective whether such books and records are kept in hardcopy format or electronically) relating to the period prior to the Closing for a period of 10 (ten) years commencing on the date when the books and records were drawn-up but no longer than 10 (ten) years or any longer period required by law from the Closing Date.
(b) Until the 10th anniversary of the Closing Date, or such longer period required by law, the Buyer shall procure that the Company and the Mepha Group Companies afford the Seller and its advisors, at the reasonable cost of the Seller, reasonable access, upon prior notice during normal business hours, to such officers, directors, employees, ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. advisors, books and records of the Company and the Mepha Group Companies and provide copies of such information (be such information in hardcopy or electronic format) as Seller may reasonably request in connection with: (i) the preparation of any Tax Return in so far as the Mepha Group is relevant to it; (ii) any tax audit, or tax proceeding involving the Seller or its Affiliates, which relate to or involve the Mepha Group or its business and affairs; and (iii) the preparation of any financial statements in so far as the Mepha Group is relevant.
Document Retention and Access. (a) Buyer shall procure that the Group preserve all books and records relating to the period prior to the Closing Date for a period of 10 (ten) years commencing on the date when the books and records were drawn-up but no longer than 10 (ten) years from the Closing Date (or in the case of books and records relating to Tax, employment and employee matters, and matters relating to Environmental Laws for so long as required by applicable law).
(b) Until the 5th (fifth) anniversary of the Closing Date, Buyer shall procure that the Group afford Sellers and their advisors reasonable access, upon prior notice during normal business hours, to the books and records of the Group and provide copies of such information as Sellers may reasonably request in connection with any judicial, administrative, Tax, audit, or arbitration procedure involving Sellers which relate to or involve the Group or its business and affairs.
Document Retention and Access. The Buyer agrees that it shall keep, and cause the Company to keep, all financial books and records of the Company as required by applicable mandatory Law. During such period, to the extent permitted by applicable Laws and Contracts to which the Company is a party, the Buyer shall, and shall cause the Company to, grant the Seller reasonable access, during normal business hours and subject to availability, to such financial books and records of the Company, as well as to any relevant Employees, to the extent required in connection with any Tax filings, Tax audits or Tax proceedings, any legal proceedings involving the Seller (which is not related to the Transactions), or any support reasonably required to support the Seller's 2018 year-end financial audit (including SOX audit procedures). If the access to any books and records or Employee is restricted by any statutory or contractual requirements, the Buyer shall cause the Company to use commercially reasonable efforts to provide such access in a compliant manner, such as on an anonymized or aggregated basis. Any such access which involves more than 5-man days' work per annum in the aggregate (that is for all requests within a year) shall be at the Seller's expense and the Seller shall compensate the Buyer and/or the Company for any additional work done by Employees at the rate of USD 300 per hour. Without prejudice to their undertaking to grant access hereunder, the Buyer and the Company shall have no liability whatsoever in connection with the granting of access to financial books and records of the Company and Employees, in particular with respect to the contents thereof.
Document Retention and Access. The Buyer agrees to keep and cause the Company to keep all books and records of the Company that exist as of the Closing Date for the longer of (i) ten (10) years and (ii) the period required by applicable Law. During such period and without limitation to the generality of the foregoing, the Buyer shall procure during ten (10) years following the Closing that the Company grants the Sellers and their advisors access, during normal business hours, to such books and records as is necessary or appropriate in connection with any proceedings, Tax matter, preparation of financial statements, audit thereof, inquiry or dispute arising out of or in connection with this Agreement, any other matter requiring such access to safeguard the rights of any Seller and to perform the obligations under this Agreement or as otherwise reasonably requested by any Seller. The Buyer shall procure that any acquirer of the Company or of a material part of the Company's assets assumes the obligations set forth in this Section 5.5 such that the Sellers have a direct claim (echter Vertrag zugunsten Dritter) against any such acquirer.
