Ongoing Access Sample Clauses

Ongoing Access. AIAA shall endeavor to provide access to the Published Materials on an ongoing basis. Licensee shall continue to have access to the Published Materials for which License Fees have been received under the terms of this Agreement. .
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Ongoing Access. From the date hereof through the Closing Date, subject to all applicable Laws (including with respect to clearances and citizenship), the Company shall provide, and cause its representatives to provide, Parent and its representatives with reasonable access to its books, records, officers, employees, and representatives (including agents and accountants) in connection with the Financing Transaction, the audit of the Company’s financial statements in connection with the Financing Transaction, and any other information reasonably requested in connection with the transactions contemplated herein. Such access shall be conducted at reasonable times upon reasonable prior notice to the Representative and the Company and under reasonable circumstances; provided, however, that such access shall not unreasonably disrupt personnel, operations and properties of the Company, and shall be at Parent’s sole risk and expense. In exercising its rights hereunder, Parent shall conduct itself so as not to interfere in the conduct of the Company’s business prior to the Closing and shall comply with all applicable Laws. Notwithstanding anything to the contrary set forth in this Agreement, the Company (including its directors, officers, employees, consultants and agents) shall not be required to disclose to Parent or any of its representatives any information (a) if doing so could violate any Contract or Law to which the Company is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including attorney-client and work product privileges), (b) if the Company or any Holder, on the one hand, and Parent or any of its Affiliates, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto or (c) if the Company reasonably determines that such information is competitively sensitive. Prior to the Closing, Parent shall not (and shall cause its subsidiaries, representatives and agents not to) use any information obtained pursuant to this Section 6.1 for any purpose unrelated to the Transactions.

Related to Ongoing Access

  • User Access Transfer Agent shall have a process to promptly disable access to Fund Data by any Transfer Agent personnel who no longer requires such access. Transfer Agent will also promptly remove access of Fund personnel upon receipt of notification from Fund.

  • ICANN Access Registry Operator shall provide bulk access to the zone files for the TLD to ICANN or its designee on a continuous basis in the manner ICANN may reasonably specify from time to time. Access will be provided at least daily. Zone files will include SRS data committed as close as possible to 00:00:00 UTC.

  • WORK ACCESS The Association shall provide a current, written list of its Association Representatives to all heads of departments, offices, or bureaus represented herein and the CAO. The Association shall be responsible for keeping the list current. An Association Representative shall have access to department, office, or bureau facilities where Unit members are employed during regular working hours to assist employees covered under this MOU in addressing grievances when such Association assistance is requested by a grievant(s) or to investigate matters arising out of the application of the provisions of this MOU. The Association Representative shall request authorization for such visits by contacting the designated Management representative of the head of the office, department, or bureau. In the event immediate access cannot be authorized, the designated Management representative shall inform the Association Representative as to the earliest time when access can be granted. This Article shall not be construed as a limitation on the power of the head of a department, office, or bureau to restrict access to areas designated for security or confidential purposes.

  • EU Access SAP will use only European Subprocessors to provide support requiring access to Personal Data in the Cloud Service and SAP shall not export Personal Data outside of the EEA or Switzerland unless expressly authorized by Customer in writing (e-mail permitted) on a case by case basis; or as excluded under Section 9.4.

  • Post-Closing Access (a) Each of Seller and Buyer shall, and Buyer shall cause the Company to, preserve and keep all books and records and other information relating to the accounting, legal, Tax, regulatory, business and financial affairs of the Company and the Rolling Mill Business for a period of seven (7) years after the Closing Date (or, in the case of information relating to Taxes, until the expiration of any applicable statute of limitations), or for a longer period if (i) required by Law (including any statute of limitations and applicable extensions thereof) or any Governmental Authority or (ii) reasonably necessary with respect to the prosecution or defense of any audit or other legal or regulatory action that is then pending or threatened so long as the requesting Party has notified the other Party with prior written notice of the need to retain such books, records or information. (b) Following the Closing, for so long as such information is retained by Buyer in accordance with Section 5.8(a), Buyer shall, and shall cause the Company, to permit Seller and its authorized Representatives, at Seller’s sole cost and expense, to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Buyer to the information described in Section 5.8(a) to the extent that such access may be reasonably required in connection with (i) the preparation of any Tax Return, accounting records or with respect to any Tax Claim or similar proceedings, (ii) any Action relating to Seller, the Company or the Rolling Mill Business, (iii) any Governmental Filing or matter (including investigations by Governmental Authorities) or (iv) any other valid legal or business purpose. Notwithstanding the foregoing, Seller shall have no right of access to, and Buyer shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Buyer or any of its Affiliates (including the Company) is a party or is subject, (2) result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges), (3) result in the disclosure of any competitively sensitive information of Buyer or of any of its Affiliates (including the Company), or (4) breach a confidentiality or other obligation to a Third Party (provided that Buyer shall use commercially reasonable efforts to obtain the consent of any Third Party with regards to such disclosure), or (B) any consolidated, combined, affiliated or unitary Tax Return which includes Buyer or any of its Affiliates (including the Company) or any Tax-related work papers. (c) Following the Closing, for so long as such information is retained by Seller in accordance with Section 5.8(a), Seller shall permit Buyer and its authorized Representatives, at Buyer’s sole cost and expense, to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Seller, to the information described in Section 5.8(a) to the extent that such access may be reasonably required in connection with (i) the preparation of any Tax Return, accounting records or with any Tax Claim or similar proceedings, (ii) any Action relating to the Company or the Rolling Mill Business, (iii) any Governmental Filing or matter (including investigations by Governmental Authorities) or (iv) any other valid legal or business purpose. Notwithstanding the foregoing, Buyer shall have no right of access to, and Seller shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Seller or any of its Affiliates is a party or is subject,

  • Open Access Same-Time Information System (OASIS): 1. 28A Operating Agreement of the PJM Interconnection, L.L.C. or Operating Agreement:

  • System Access CUSTOMER agrees to provide to PROVIDER, at CUSTOMER’S expense, necessary access to the mainframe computer and related information technology systems (the “System”) on which CUSTOMER data is processed during the times (the “Service Hours”) specified in the PSAs, subject to reasonable downtime for utility outages, maintenance, performance difficulties and the like. In the event of a change in the Service Hours, CUSTOMER will provide PROVIDER with at least fifteen (15) calendar days written notice of such change.

  • Full Access The Seller will permit representatives of the Buyer to have full access at all reasonable times, and in a manner so as not to interfere with the normal business operations of the Seller to the Property and to obtain copies of all books, records, contracts, and documents of or pertaining to the Property.

  • Technology Access Fee After the Effective Date, within [***] days after receipt of the corresponding invoice from Mersana, Merck will pay to Mersana, a one-time, non-refundable, non-creditable, upfront fee of Twelve Million Dollars ($12,000,000.00) (the “Technology Access Fee”). Payment of the Technology Access Fee shall be subject to any withholding Tax obligations set forth in Section 6.9.1.

  • Building Access The authorized representatives of the Union shall upon request have access to the District’s premises at any reasonable time for the purpose of adjusting grievances, investigating working conditions, or ascertaining that provisions of this Agreement are being adhered to; provided the representatives check in with the front office, following school protocol to receive a visitor’s badge, they do not interfere with employees in the performance of their duties. The Union shall furnish the District with the names of its authorized representatives.

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