Common use of Open Books and Records Clause in Contracts

Open Books and Records. Upon reasonable written notice to the Franchisee and with no less than thirty (30) business days written notice to the Franchisee, the LFA shall have the right to inspect Franchisee’s books and records pertaining to Franchisee’s provision of Cable Service in the Franchise Area at any time during Normal Business Hours and on a nondisruptive basis, as are reasonably necessary to ensure compliance with the terms of this Franchise. Such notice shall specifically reference the section or subsection of the Franchise which is under review, so that Franchisee may organize the necessary books and records for appropriate access by the LFA. Any such inspection by the LFA shall be completed in an expeditious and timely manner. Franchisee shall not be required to maintain any books and records for Franchise compliance purposes longer than five (5) years. Notwithstanding anything to the contrary set forth herein, Franchisee shall not be required to disclose information that it reasonably deems to be proprietary or confidential in nature, nor disclose any of its or an Affiliate’s books and records not relating to the provision of Cable Service in the Service Area. The LFA shall treat any information disclosed by Franchisee as proprietary and confidential under Section 87(2)(d) of the New York Public Officers Law, and shall only disclose it to employees, representatives, and agents thereof who the LFA deems to have a need to know, or in order to enforce the provisions hereof. For purposes of this section, “proprietary and confidential” information includes, but is not limited to: information related to the Cable System design, trade secrets, Subscriber lists, marketing plans, financial information; or other information that is reasonably determined by the Franchisee to be competitively sensitive. If the LFA receives a request under FOIL, or similar law for the disclosure of information that the Franchisee has designated as confidential, trade secret or proprietary, the LFA shall notify the Franchisee of such request. If the LFA determines in good faith that public disclosure of the requested information is required under FOIL, the LFA shall so notify Franchisee and, before making the disclosure, shall give Franchisee a reasonable period of time to seek to obtain judicial redress to preclude disclosure. Franchisee shall not be required to provide Subscriber information in violation of Section 631 of the Communications Act, 47 U.S.C. §551.

Open Books and Records. Upon Subject to applicable law and this Section 9.1, upon reasonable written notice to the Franchisee and with no less than thirty (30) business days prior written notice to the Franchisee, the LFA shall have the right to inspect and copy Franchisee’s books and records pertaining to Franchisee’s provision of Cable Service in the Franchise Area at any time during Normal Business Hours and on a nondisruptive basis, as are reasonably necessary to ensure compliance with the terms of this Franchise. Such inspections shall be conducted in a manner that will not unreasonably disrupt Franchisee’s normal operations. Such notice shall specifically reference the section or subsection of the Franchise which is under review, so that Franchisee may organize the necessary books and records for appropriate access by the LFA. Any such inspection by the LFA shall be completed in an expeditious and timely manner. Franchisee shall not be required to maintain any books and records for Franchise compliance purposes longer than five three (53) years. Notwithstanding anything to the contrary set forth herein, Franchisee shall not be required to disclose deliver copies of information that it reasonably deems to be proprietary or confidential in nature, nor or disclose any of its or an Affiliate’s books and records not relating to the provision of Cable Service in the Service Area. The LFA shall treat any information disclosed by Franchisee as proprietary and confidential under Section 87(2)(d) of the New York Public Officers Law, and shall only disclose Franchisee’s proprietary or confidential information it to employees, representatives, and agents thereof who the LFA deems to have a need to know, or in order to enforce the provisions hereof. For purposes of this sectionThe LFA shall treat as confidential any books, “records and information disclosed hereunder that constitutes proprietary and confidential” or confidential information includesunder federal or state law, but is not limited to: information related to the Cable System designextent Franchisee makes the LFA aware of such confidentiality. Franchisee shall be responsible for clearly and conspicuously stamping the word “Confidential” on each page that contains confidential or proprietary information, trade secretsand shall provide a brief written explanation as to why such information is confidential under State or federal law. If the LFA believes it must disclose any such confidential information in the course of enforcing this Franchise, Subscriber listsor for any other reason, marketing plans, financial information; or other information it shall advise Franchisee in advance so that is reasonably determined by the Franchisee can take appropriate steps to be competitively sensitiveprotect its interests. If the LFA receives a request under FOIL, or similar law demand from any Person for the disclosure of any information that the designated by Franchisee has designated as confidential, trade secret the LFA shall, so far as consistent with applicable law, advise Franchisee and provide Franchisee with a copy of any written request by the party demanding access to such information within a reasonable time. Unless otherwise ordered by a court or proprietaryagency of competent jurisdiction, the LFA agrees that, to the extent permitted by state and federal law, it shall notify the Franchisee deny access to any of such request. If the LFA determines in good faith that public disclosure of the requested Franchisee's information is required under FOIL, the LFA shall so notify Franchisee and, before making the disclosure, shall give Franchisee a reasonable period of time marked confidential as set forth above to seek to obtain judicial redress to preclude disclosureany Person. Franchisee shall not be required to provide (a) Subscriber information in violation of Section 631 of the Communications Act, 47 U.S.C. §551.Section 551 or (b) Customer Proprietary Network Information in violation of Section 222 of the Communications Act, 47 U.S.C. Section 222..

Open Books and Records. Upon reasonable written notice to the Franchisee and with no less than thirty (30) business days written notice to the Franchisee, the LFA shall have the right to inspect Franchisee’s books and records pertaining to the operation of the Cable System or Franchisee’s provision of Cable Service in the Franchise Area at any time during Normal Business Hours Franchisee’s regular business hours and on a nondisruptive basis, as are reasonably necessary to ensure compliance with the terms of this Franchise. Such notice shall specifically reference the section or subsection of the Franchise which is under review, so that Franchisee may organize the necessary books and records for appropriate access by the LFA. Any Franchisee shall make the necessary books and records available for such inspection by the LFA shall be completed in an expeditious and timely mannerat a mutually agreed upon location. Franchisee shall not be required to maintain any books and records for Franchise compliance purposes longer than five (5) years. Notwithstanding anything to the contrary set forth herein, Franchisee shall not be required to disclose information that it reasonably deems to be proprietary or confidential in nature, nor disclose any of its or an Affiliate’s books and records not relating to the provision of Cable Service in the Service Franchise Area. The Subject to the requirements of the New York Freedom of Information Law (“FOIL”), the LFA shall treat any information disclosed by Franchisee as proprietary and confidential under Section 87(2)(d) of the New York Public Officers Law, and shall only disclose it only to employees, representatives, and agents thereof who the LFA deems to have a need to knowknow and who agree to maintain the confidentiality of all such information, or only as necessary in order to enforce the provisions hereof. For purposes of this sectionSection, “proprietary and or confidential” information includes, but is not limited to: information related to the Cable System design, ; trade secrets, ; Subscriber lists, ; marketing plans, ; financial informationinformation unrelated to the calculation of Franchise Fees; or other information that is reasonably determined by the Franchisee to be competitively sensitive. If the LFA receives a request under FOIL, FOIL or similar law for the disclosure of information that the Franchisee has designated as confidential, trade secret or proprietary, the LFA shall notify the Franchisee of such requestrequest and cooperate with Franchisee to enforce the provisions of this paragraph to the fullest extent permitted by law. If the LFA determines in good faith that shall not make public disclosure of the requested such information if it is exempt from mandatory disclosure under FOIL or unless required under FOIL, the LFA shall so notify Franchisee and, before making the disclosure, shall give Franchisee a reasonable period of time to seek to obtain judicial redress to preclude disclosureby court order. Franchisee shall not be required to provide Subscriber information in violation of Section 631 of the Communications ActXxxxxxx 000 xx xxx Xxxxxxxxxxxxxx Xxx, 47 U.S.C. 00 X.X.X. §551000.

Open Books and Records. Upon reasonable written notice to the Franchisee and with no less than thirty (30) business days written notice to the Franchisee, the LFA shall have the right to inspect Franchisee’s books and records pertaining to the operation of the Cable System or Franchisee’s provision of Cable Service in the Franchise Area at any time during Normal Business Hours and on in a nondisruptive basismanner so as not to unreasonably interfere with Franchisee’s normal business operations, as are reasonably necessary to ensure compliance with the terms of this Franchise. Such notice shall specifically reference the section or subsection of the Franchise which is under review, so that Franchisee may organize the necessary books and records for appropriate access by the LFA. Any Franchisee shall make the necessary books and records available for such inspection by at a location within the LFA shall be completed in an expeditious and timely mannerstate or at another mutually agreed upon site. Franchisee shall not be required to maintain any books and records for Franchise compliance purposes longer than five six (56) years. Notwithstanding anything to the contrary set forth herein, Franchisee shall not be required to disclose information that it reasonably deems to be proprietary or confidential in nature, nor disclose any of its or an Affiliate’s books and records not relating to the provision of Cable Service in the Service Area. The Subject to the requirements of the New York Freedom of Information Law (“FOIL”), the LFA shall treat any information disclosed by Franchisee as proprietary and confidential under Section 87(2)(d) of the New York Public Officers Law, and shall only disclose it only to employees, representatives, and agents thereof who the LFA deems to have a need to knowknow and who agree to maintain the confidentiality of all such information, or only as necessary in order to enforce the provisions hereof. For purposes of this sectionSection, “proprietary and or confidential” information includes, but is not limited to: information related to the Cable System design, ; trade secrets, ; Subscriber lists, ; marketing plans, ; financial informationinformation unrelated to the calculation of Franchise Fees; or other information that is reasonably determined by the Franchisee to be competitively sensitive. If the LFA receives a request under FOIL, FOIL or similar law for the disclosure of information that the Franchisee has designated as confidential, trade secret or proprietary, the LFA shall notify the Franchisee of such requestrequest and cooperate with Franchisee to enforce the provisions of this paragraph to the fullest extent permitted by law. If the LFA determines in good faith that shall not make public disclosure of the requested such information if it is exempt from mandatory disclosure under FOIL or unless required under FOIL, the LFA shall so notify Franchisee and, before making the disclosure, shall give Franchisee a reasonable period of time to seek to obtain judicial redress to preclude disclosureby court order. Franchisee shall not be required to provide Subscriber information in violation of Section 631 of the Communications Act, 47 U.S.C. §§ 551.

Open Books and Records. Upon reasonable written notice to the Franchisee and with no less than thirty (30) business days written notice to the Franchisee, the LFA shall have the right to inspect Franchisee’s books and records pertaining to the operation of the Cable System or Franchisee’s provision of Cable Service in the Franchise Area at any time during Normal Business Hours and on in a nondisruptive basismanner so as not to unreasonably interfere with Franchisee’s normal business operations, as are reasonably necessary to ensure compliance with the terms of this Franchise. Such notice shall specifically reference the section or subsection of the Franchise which is under review, so that Franchisee may organize the necessary books and records for appropriate access by the LFA. Any Franchisee shall make the necessary books and records available for such inspection by at a location within the LFA shall be completed in an expeditious and timely mannerstate or at another mutually agreed upon site. Franchisee shall not be required to maintain any books and records for Franchise compliance purposes longer than five six (56) years. Notwithstanding anything to the contrary set forth herein, Franchisee shall not be required to disclose information that it reasonably deems to be is proprietary or confidential in nature, nor disclose any of its or an Affiliate’s books and records not relating to the provision of Cable Service in the Service Area. The Subject to the requirements of the New York Freedom of Information Law (“FOIL”), the LFA shall treat any information disclosed by Franchisee as proprietary and confidential under Section 87(2)(d) of the New York Public Officers Law, and shall only disclose it only to employees, representatives, and agents thereof who the LFA deems to have a need to know, or in order to enforce the provisions hereof. For purposes of this sectionSection, “proprietary and confidential” information includes, but is not limited to: information related to the Cable System design, ; trade secrets, ; Subscriber lists, ; marketing plans, ; financial information; or other information that is reasonably determined by the Franchisee to be competitively sensitive. If the LFA receives a request under FOIL, FOIL or similar law for the disclosure of information that the Franchisee has designated as confidential, competitively sensitive, a trade secret or proprietary, the LFA shall notify the Franchisee of such request. If the LFA determines in good faith that public disclosure of the requested information is required under FOIL, the LFA shall so notify Franchisee and, as soon as practicable before making the disclosure, shall give to allow Franchisee a reasonable period of time to seek to obtain judicial redress to preclude disclosure. Franchisee shall not be required to provide Subscriber information in violation of Section 631 of the Communications Act, 47 U.S.C. §§ 551.

Open Books and Records. Upon reasonable written notice to the Franchisee and with no less than thirty (30) business days written notice to the Franchisee, the LFA shall have the right to inspect Franchisee’s books and records pertaining to the operation of the Cable System or Franchisee’s provision of Cable Service in the Franchise Area at any time during Normal Business Hours and on a nondisruptive basis, as are reasonably necessary to ensure compliance with the terms of this Franchise. Such notice shall specifically reference the section or subsection of the Franchise which is under review, so that Franchisee may organize the necessary books and records for appropriate access by the LFA. Any Franchisee shall make the necessary books and records available for such inspection by at a location within the LFA shall be completed in an expeditious and timely mannerstate or at another mutually agreed upon site. Franchisee shall not be required to maintain any books and records for Franchise compliance purposes longer than five three (53) years. Notwithstanding anything to the contrary set forth herein, Franchisee shall not be required to disclose information that it reasonably deems to be proprietary or confidential in nature, nor disclose any of its or an Affiliate’s books and records not relating to the provision of Cable Service in the Service Area. The Subject to the requirements of the New York Freedom of Information Law (“FOIL”), the LFA shall treat any information disclosed by Franchisee as proprietary and confidential under Section 87(2)(d) of the New York Public Officers Law, and shall only disclose it only to employees, representatives, and agents thereof who the LFA deems to have a need to knowknow and who agree to maintain the confidentiality of all such information, or only as necessary in order to enforce the provisions hereof. For purposes of this sectionSection, “proprietary and or confidential” information includes, but is not limited to: information related to the Cable System design, ; trade secrets, ; Subscriber lists, ; marketing plans, ; financial informationinformation unrelated to the calculation of Franchise Fees; or other information that is reasonably determined by the Franchisee to be competitively sensitive. If the LFA receives a request under FOIL, FOIL or similar law for the disclosure of information that the Franchisee has designated as confidential, trade secret or proprietary, the LFA shall notify the Franchisee of such requestrequest and cooperate with Franchisee to enforce the provisions of this paragraph to the fullest extent permitted by law. If the LFA determines in good faith that shall not make public disclosure of the requested such information if it is exempt from mandatory disclosure under FOIL or unless required under FOIL, the LFA shall so notify Franchisee and, before making the disclosure, shall give Franchisee a reasonable period of time to seek to obtain judicial redress to preclude disclosureby court order. Franchisee shall not be required to provide Subscriber information in violation of Section 631 of the Communications Act, 47 U.S.C. §§ 551.

Open Books and Records. Upon reasonable written notice to the Franchisee and with no less than thirty (30) business days written notice to the Franchisee, the LFA shall have the right to inspect Franchisee’s books and records pertaining to Franchisee’s provision of Cable Service in the Franchise Area at any time during Normal Business Hours and on a nondisruptive basis, as are reasonably necessary to ensure compliance with the terms of this Franchise. Such notice shall specifically reference the section or subsection of the Franchise which is under review, so that Franchisee may organize the necessary books and records for appropriate access by the LFA. Any Following the notice period set forth herein, Franchisee shall make such inspection by books and records available to the LFA shall be completed in an expeditious and timely mannerat a mutually agreed upon location within one hundred (100) miles of the territorial limits of the LFA. Franchisee shall not be required to maintain any books and records for Franchise compliance purposes longer than five six (56) years. Notwithstanding anything to the contrary set forth herein, Franchisee shall not be required to disclose information that it reasonably deems to be proprietary or confidential in nature, nor disclose any of its or an Affiliate’s books and records not relating to the provision of Cable Service in the Service Area. The Subject to the requirements of the New York Freedom of Information Law (“FOIL”), the LFA shall treat any information disclosed by Franchisee as proprietary and confidential under Section 87(2)(d87 (2) (d) of the New York Public Officers Law, and shall only disclose it to employees, representatives, and agents thereof who the LFA deems to have a need to know, or in order to enforce the provisions hereof. For purposes the purpose of this section, “proprietary and confidential” information includes, but is not limited to: information related to the Cable System design, trade secrets, Subscriber subscriber lists, marketing plans, financial informationinformation unrelated to the calculation of Franchise Fees; or other information that is reasonably determined by the Franchisee to be competitively sensitive. If the LFA receives a request under FOIL, or similar law for the disclosure of information that the Franchisee has designated as confidential, trade secret or proprietary, the LFA shall notify the Franchisee of such requestrequest and cooperate with Franchisee to enforce the provisions of this Section to the fullest extent permitted by law. If the The LFA determines in good faith that shall not make public disclosure of the requested such information if it is exempt from mandatory disclosure under FOIL or unless required under FOIL, the LFA shall so notify Franchisee and, before making the disclosure, shall give Franchisee a reasonable period of time to seek to obtain judicial redress to preclude disclosureby court order. Franchisee shall not be required to provide Subscriber information in violation of Section 631 of the Communications Act, 47 U.S.C. U. S . C. §551.

Open Books and Records. Upon reasonable written notice to the Franchisee and with no less than thirty (30) business days prior written notice to the Franchisee absent compelling circumstances, and then upon not less than ten (10) business days prior written notice to Franchisee, the LFA shall have the right to inspect Franchisee’s books and records pertaining to Franchisee’s provision the operation of Cable Service in the Franchise Area at any time during Normal Business Hours and on a nondisruptive basis, as are reasonably necessary to ensure compliance with the terms of this FranchiseAgreement, the Cable Law and applicable state and federal law. Such inspections shall be conducted in a manner that will not unreasonably disrupt Franchisee’s normal operations. Such notice shall specifically reference the section or subsection of records that the Franchise which is under LFA desires to review, so that Franchisee may organize the necessary books and records for appropriate access by the LFA. Any such inspection by the LFA shall be completed in an expeditious and timely manner. Franchisee shall not be required to maintain any books and records for Franchise compliance purposes longer than five three (53) years. Notwithstanding anything to the contrary set forth herein, Franchisee shall not be required to disclose provide copies of information that it reasonably deems to be proprietary or confidential in nature, nor or disclose any of its or an Affiliate’s books and records not relating to the provision of Cable Service in the Service Franchise Area. The LFA shall treat any information disclosed by Franchisee as proprietary and confidential under Section 87(2)(d) of the New York Public Officers Law, and shall only disclose it Franchisee’s proprietary or confidential information to employees, representatives, and agents thereof who the LFA deems to have a need to know, or in order to enforce the provisions hereof. For purposes of this section, “proprietary and confidential” information includes, but is not limited to: information related to the Cable System design, trade secrets, Subscriber lists, marketing plans, financial information; or other information that is reasonably determined by the Franchisee to be competitively sensitiveLaw and applicable state and federal law. If the LFA receives a request under FOIL, or similar law for the disclosure of information that the Franchisee has designated Except as confidential, trade secret or proprietaryprovided below, the LFA shall notify treat as confidential and not voluntarily disclose any books, records and information disclosed hereunder that constitutes proprietary or confidential information under federal or state law, to the extent Franchisee makes the LFA aware of such request. If the LFA determines in good faith that public disclosure of the requested information is required under FOIL, the LFA shall so notify Franchisee and, before making the disclosure, shall give Franchisee a reasonable period of time to seek to obtain judicial redress to preclude disclosureconfidentiality. Franchisee shall not be required responsible for clearly and conspicuously stamping the word “Confidential” on each page that contains confidential or proprietary information, and shall provide a brief written explanation as to provide Subscriber why such information in violation of Section 631 of the Communications Act, 47 U.S.C. §551.is confidential under State or‌ 9: INSURANCE AND INDEMNIFICATION

Open Books and Records. Upon reasonable written notice to the Franchisee and with no less than thirty twenty (3020) business days days’ written notice to the Franchisee, the LFA City shall have the right to inspect Franchisee’s books and records pertaining require copies of, for purposes relating to this Agreement, the books, records, maps, plans and other like materials of the Franchisee applicable to the System or Franchisee’s provision of Cable Service in the Franchise Area City at any time during Normal Business Hours Hours; provided that where volume and on a nondisruptive basisconvenience necessitate, as are reasonably necessary the Franchisee may require inspection to ensure compliance with take place at Franchisee's office within the terms of this FranchiseFranchise Area. Such notice shall specifically reference identify with reasonable specificity the section or subsection of books, records and materials the Franchise which is under reviewCity requires to inspect. Except as otherwise expressly provided in this Agreement, so that Franchisee may organize the necessary books and records for appropriate access by the LFA. Any such inspection by the LFA shall be completed in an expeditious and timely manner. Franchisee shall not be required to maintain any books and records for Franchise compliance purposes longer than five (5) years, except that books and records related to Franchise Fees shall be maintained for the longer of five (5) years or until the statute of limitations referenced in Section 6.5 of this Agreement has run. Notwithstanding anything to the contrary set forth herein, Franchisee shall not be required to disclose information that it reasonably deems (and so designates in writing, consistent with this Section 8.1) to be proprietary or confidential in nature, except to the Commissioner or his designees and as reasonably necessary for the Commissioner to conduct the Commissioner’s Review, nor to disclose any of its or an Affiliate’s 's books and records not relating that have no direct relation to the provision of Cable Service in the Service AreaCity and are not directly related to Franchisee's compliance with this Agreement; provided, however, that Franchisee shall not designate any books, records or materials as proprietary or confidential for the purpose of evading compliance or disclosure of noncompliance with Franchisee's obligations under this Agreement. The LFA shall treat any information disclosed by Franchisee as Any books, records and materials which the City has the right to inspect under the terms of this Agreement which contain proprietary and confidential under Section 87(2)(d) material of the New York Public Officers LawFranchisee shall be clearly marked "CONFIDENTIAL" by the Franchisee and, subject to applicable law, the City shall maintain the confidentiality of material so marked, subject to applicable law. Upon the written request of the City, the Franchisee shall provide the City with a brief statement setting forth the Franchisee's reasons for designating such information confidential. To the extent the City determines that applicable law requires disclosure of any books, records materials or other information provided by Franchisee pursuant to this Agreement, Franchisee shall have the right to challenge such disclosure to the fullest extent possible under applicable law and shall only disclose it to employees, representatives, and agents thereof who the LFA deems to that have a need to know, or in order to enforce the provisions hereof. For purposes of this section, “proprietary and confidential” information includes, but is not limited to: information related Notwithstanding anything herein to the Cable System design, trade secrets, Subscriber lists, marketing plans, financial information; or other information that is reasonably determined by the Franchisee to be competitively sensitive. If the LFA receives a request under FOIL, or similar law for the disclosure of information that the Franchisee has designated as confidential, trade secret or proprietarycontrary, the LFA shall notify the Franchisee of such request. If the LFA determines in good faith that public disclosure of the requested information is required under FOIL, the LFA shall so notify Franchisee and, before making the disclosure, shall give Franchisee a reasonable period of time to seek to obtain judicial redress to preclude disclosure. Franchisee shall not be required to provide Subscriber information in violation of Section 631 of the Communications Act, 47 U.S.C. §§ 551.

Open Books and Records. Upon reasonable written notice to the Franchisee and with no less than thirty (30) business days written notice to the Franchisee, the LFA shall have the right to inspect Franchisee’s books and records pertaining to Franchisee’s provision of Cable Service in the Franchise Area at any time during Normal Business Hours and on a nondisruptive basis, as are reasonably necessary to ensure compliance with the terms of this Franchise. Such notice shall specifically reference the section or subsection of the Franchise which is under review, so that Franchisee may organize the necessary books and records for appropriate access by the LFA. Any such inspection by the LFA shall be completed in an expeditious and timely manner. Franchisee shall not be required to maintain any books and records for Franchise compliance purposes longer than five (5) years. Notwithstanding anything to the contrary set forth herein, Franchisee shall not be required to disclose information that it reasonably deems to be proprietary or confidential in nature, nor disclose any of its or an Affiliate’s books and records not relating to the provision of Cable Service in the Service Area. The LFA shall treat any information disclosed by Franchisee as proprietary and confidential under Section 87(2)(d) of the New York Public Officers Law, and shall only disclose it to employees, representatives, and agents thereof who the LFA deems to have a need to know, or in order to enforce the provisions hereof. For purposes of this section, “proprietary and confidential” information includes, but is not limited to: information related to the Cable System design, trade secrets, Subscriber lists, marketing plans, financial information; or other information that is reasonably determined by the Franchisee to be competitively sensitive. If the LFA receives a request under FOIL, or similar law for the disclosure of information that the Franchisee has designated as confidential, trade secret or proprietary, the LFA shall notify the Franchisee of such request. If the LFA determines in good faith that public disclosure of the requested information is required under FOIL, the LFA shall so notify Franchisee and, before making the disclosure, shall give Franchisee a reasonable period of time to seek to obtain judicial redress to preclude disclosure. Franchisee shall not be required to provide Subscriber information in violation of Section 631 of the Communications ActXxxxxxx 000 xx xxx Xxxxxxxxxxxxxx Xxx, 47 U.S.C. 00 X.X.X. §551000.

Open Books and Records. Upon reasonable written notice to the Franchisee and consistent with no less than thirty (30) business days written notice to the FranchiseeSection 11.1.1 below, the LFA City shall have the right to inspect Franchisee’s books and records pertaining to Franchisee’s provision of Cable Service in the Franchise Area at any time during Normal Business Hours and on a nondisruptive basis, as are reasonably necessary to ensure compliance with the terms of this Franchise, including, but not limited to, the calculation of Franchise Fees in accordance with Section 10.5 hereof. Such notice shall specifically reference the section or subsection of the Franchise which is under review, so that Franchisee may organize the necessary books and records for appropriate access by the LFA. Any such inspection by the LFA shall be completed in an expeditious and timely mannerCity. Franchisee shall not be required to maintain any books and records for Franchise compliance purposes longer than five six (56) years. Any records to be inspected by the City pursuant to this Article 11 shall be made available by Franchisee to the City in a mutually agreeable format and location, including, at the City’s request, at a designated office of the Franchisee in the City. Notwithstanding anything to the contrary set forth hereinin this Agreement, Franchisee shall not be required to disclose information that it reasonably deems to be proprietary or confidential in nature, nor disclose any of its or an Affiliate’s books and records not relating to the provision of Cable Service in the Service Area. The LFA shall treat any information disclosed by Franchisee as proprietary and confidential under Section 87(2)(d) of the New York Public Officers Law, and shall only disclose it to employees, representatives, and agents thereof who the LFA deems to have a need to know, or in order to enforce the provisions hereof. For purposes of this sectionSection, “proprietary and or confidential” information includes, but is not limited to: information related to the Cable System design, ; trade secrets, ; Subscriber lists, ; marketing plans, ; financial informationinformation unrelated to the calculation of Franchise Fees; or other information that is reasonably determined by the Franchisee to be competitively sensitive. Any information disclosed to the City that the Franchisee reasonably identifies as confidential or competitvely sensitive (including, without limitation, financial information related to the calculation of Franchise Fees) shall be treated by the City as confidential under Section 87(2) (d) of the New York Public Officers Law and the City shall disclose such information only to employees, representatives, and agents thereof who have a need to know, or in order to enforce the provisions hereof. If the LFA City receives a request under FOIL, FOIL or similar law for the disclosure of information that the Franchisee has designated as confidential, competitively sensitive, a trade secret or proprietary, the LFA City shall notify the Franchisee of such request. If the LFA City determines in good faith that public disclosure of the requested information is required under FOILFOIL or pursuant to a court order, the LFA City shall so notify Franchisee and, and before making the disclosure, disclosure shall give Franchisee a reasonable period of time to seek to obtain judicial redress to preclude public disclosure. Franchisee shall not be required to provide Subscriber information in violation of Section 631 Xxxxxxx 000 xx xxx Xxxxxxxxxxxxxx Xxx, 00 X.X.X. §000. Nothing in this Article 11 is intended to be inconsistent with the authority of the Communications Act, 47 U.S.C. §551Comptroller under Section 93(b) of the New York City Charter to perform audits.

Open Books and Records. Upon reasonable written notice to the Franchisee and with no less than thirty (30) business days written notice to the Franchisee, the LFA shall have the right to inspect Franchisee’s books and records pertaining to Franchisee’s provision of Cable Service in the Franchise Area at any time during Normal Business Hours and on a nondisruptive non-disruptive basis, as are reasonably necessary to ensure compliance with the terms of this Franchise. Such notice shall specifically reference the section or subsection of the Franchise which is under review, so that Franchisee may organize the necessary books and records for appropriate access by the LFA. Any such inspection by the LFA shall be completed in an expeditious and timely manner. Franchisee shall not be required to maintain any books and records for Franchise compliance purposes longer than five six (56) years. Notwithstanding anything to the contrary set forth herein, Franchisee shall not be required to disclose information that it reasonably deems to be proprietary or confidential in nature, nor disclose any of its or an Affiliate’s books and records not relating to the provision of Cable Service in the Service Franchise Area. The Subject to the requirements of the New York Freedom of Information Law (“FOIL”), the LFA shall treat any information disclosed by Franchisee as proprietary and confidential under Section 87(2)(d) of the New York Public Officers Law, Law and shall only disclose it to employees, representatives, representatives and agents thereof who the LFA deems to have a need to know, or in order to enforce the provisions hereof. For purposes of this sectionSection, “proprietary and confidential” information includes, but is not limited to: information related to the Cable System design, ; trade secrets, ; Subscriber lists, ; marketing plans, ; financial information; or other information that is reasonably determined by the Franchisee to be competitively sensitive. If the LFA receives a request under FOIL, FOIL or similar law for the disclosure of information that the Franchisee has designated as confidential, competitively sensitive, a trade secret or proprietary, the LFA shall promptly notify the Franchisee of such request. If the LFA determines in good faith that public disclosure of the requested information is required under FOIL, the LFA shall so notify Franchisee and, as soon as practicable before making the disclosure, shall give to allow Franchisee a reasonable period of time to seek to obtain judicial redress to preclude disclosure. Franchisee shall not be required to provide Subscriber information in violation of Section 631 of the Communications Act, 47 U.S.C. §§ 551.

Open Books and Records. Upon reasonable written notice to the Franchisee and with no less than thirty (30) business days prior written notice to the Franchisee absent compelling circumstances, and then upon not less than ten (10) business days prior written notice to Franchisee, the LFA shall have the right to inspect Franchisee’s books and records pertaining to Franchisee’s provision the operation of Cable Service in the Franchise Area at any time during Normal Business Hours and on a nondisruptive basis, as are reasonably necessary to ensure compliance with the terms of this FranchiseAgreement, the Cable Law and applicable state and federal law. Such inspections shall be conducted in a manner that will not unreasonably disrupt Franchisee’s normal operations. Such notice shall specifically reference the section or subsection of records that the Franchise which is under LFA desires to review, so that Franchisee may organize the necessary books and records for appropriate access by the LFA. Any such inspection by the LFA shall be completed in an expeditious and timely manner. Franchisee shall not be required to maintain any books and records for Franchise compliance purposes longer than five three (53) years. Notwithstanding anything to the contrary set forth herein, Franchisee shall not be required to disclose provide copies of information that it reasonably deems to be proprietary or confidential in nature, nor or disclose any of its or an Affiliate’s books and records not relating to the provision of Cable Service in the Service Franchise Area. The LFA shall treat any information disclosed by Franchisee as proprietary and confidential under Section 87(2)(d) of the New York Public Officers Law, and shall only disclose it Franchisee’s proprietary or confidential information to employees, representatives, and agents thereof who the LFA deems to have a need to know, or in order to enforce the provisions hereof, the Cable Law and applicable state and federal law. For purposes of this sectionExcept as provided below, “the LFA shall treat as confidential and not voluntarily disclose any books, records and information disclosed hereunder that constitutes proprietary and confidential” or confidential information includesunder federal or state law, but is not limited to: information related to the Cable System designextent Franchisee makes the LFA aware of such confidentiality. Franchisee shall be responsible for clearly and conspicuously stamping the word “Confidential” on each page that contains confidential or proprietary information, trade secrets, Subscriber lists, marketing plans, financial information; and shall provide a brief written explanation as to why such information is confidential under State or other information that is reasonably determined by the Franchisee to be competitively sensitivefederal law. If the LFA receives a request under FOIL, or similar law demand from any Person for the disclosure of any information that the designated by Franchisee has designated as confidential, trade secret the LFA shall, so far as consistent with applicable law, advise Franchisee and provide Franchisee, within a reasonable time, with a copy of any written request by the party demanding access to such information. Unless otherwise ordered by a court or proprietaryagency of competent jurisdiction, the LFA agrees that, to the extent permitted by state and federal law, it shall notify the Franchisee deny access to any of such request. If the LFA determines in good faith that public disclosure of the requested Franchisee's information is required under FOIL, the LFA shall so notify Franchisee and, before making the disclosure, shall give Franchisee a reasonable period of time marked confidential as set forth above to seek to obtain judicial redress to preclude disclosureany Person. Franchisee shall not be required to provide Subscriber information in violation of Section 631 of the Communications Act, 47 U.S.C. §551.§ 551.‌

Open Books and Records. Upon reasonable written notice to the Franchisee and consistent with no less than thirty (30) business days written notice to the FranchiseeSection 11.1.1 below, the LFA City shall have the right to inspect Franchisee’s books and records pertaining to Franchisee’s provision of Cable Service in the Franchise Area at any time during Normal Business Hours and on a nondisruptive basis, as are reasonably necessary to ensure compliance with the terms of this Franchise, including, but not limited to, the calculation of Franchise Fees in accordance with Section 10.5 hereof. Such notice shall specifically reference the section or subsection of the Franchise which is under review, so that Franchisee may organize the necessary books and records for appropriate access by the LFA. Any such inspection by the LFA shall be completed in an expeditious and timely mannerCity. Franchisee shall not be required to maintain any books and records for Franchise compliance purposes longer than five six (56) years. Notwithstanding anything Any records to be inspected by the City pursuant to this Article 11 shall be made available by Franchisee to the contrary set forth hereinCity in a mutually agreeable format and location, including, at the City’s request, at a designated office of the Franchisee shall not be required in the City. Franchisee may identify information disclosed to disclose information that it reasonably deems to be the City hereunder as “proprietary or confidential in nature, nor disclose any of its or an Affiliate’s books and records not relating to the provision of Cable Service in the Service Area. The LFA shall treat any information disclosed by Franchisee as proprietary and confidential under Section 87(2)(d) of the New York Public Officers Law, and shall only disclose it to employees, representatives, and agents thereof who the LFA deems to have a need to know, or in order to enforce the provisions hereof. confidential.” For purposes of this sectionSection, “proprietary and or confidential” information includesmay include, but is not limited to: information related to the Cable System Systems design, ; trade secrets, ; Subscriber lists, ; marketing plans, ; financial informationinformation unrelated to the calculation of the Franchise Fees; or other information that is reasonably determined by the Franchisee to be competitively sensitive. Subject to applicable law, including but not limited to New York State Public Officers Law (“FOIL”), any such information disclosed to the City that the Franchisee reasonably identifies as confidential or competitvely sensitive (including, without limitation, financial information related to the calculation of Franchise Fees) shall be treated by the City as confidential under Section 87(2) (d) of the New York Public Officers Law and the City shall disclose such information only to employees, representatives, and agents thereof who have a need to know, or in order to monitor, enforce, or audit the Franchisee’s compliance with, the provisions hereof. If the LFA City receives a request under FOIL, FOIL or similar law for the disclosure of information that the Franchisee has designated as proprietary or confidential, competitively sensitive, a trade secret or proprietary, the LFA City shall notify the Franchisee of such request. If the LFA City determines in good faith that public disclosure of the requested information is required under FOILFOIL or pursuant to a court order, the LFA City shall so notify Franchisee and, and before making the disclosure, disclosure shall give Franchisee a reasonable period of time to seek to obtain judicial redress to preclude public disclosure. Franchisee shall not be required to provide Subscriber information in violation of Section 631 Xxxxxxx 000 xx xxx Xxxxxxxxxxxxxx Xxx, 00 X.X.X. §000. Nothing in this Article 11 is intended to impair in any way the authority of the Communications ActComptroller under Section 93(b) of the New York City Charter to perform audits. Notwithstanding anything to the contrary set forth in this Agreement, 47 U.S.C. §551Franchisee shall not be required to disclose information (including its books and records and books and records of an Affiliate) that, in Franchisee’s reasonable determination, does not relate to the provision of Cable Service in the Service Area.

Open Books and Records. Upon reasonable written notice to the Franchisee and with no less than thirty (30) business days written notice to the Franchisee, the LFA LFAs shall have the right to inspect Franchisee’s books and records pertaining to Franchisee’s provision of Cable Service in the Franchise Area at any time during Normal Business Hours and on a nondisruptive basis, as are reasonably necessary to ensure compliance with the terms of this Franchise. Such notice shall specifically reference the section or subsection of the Franchise which is under review, so that Franchisee may organize the necessary books and records for appropriate access by the LFA. Any such inspection by the LFA shall be completed in an expeditious and timely mannerLFAs. Franchisee shall not be required to maintain any books and records for Franchise compliance purposes longer than five six (56) years. Notwithstanding anything to the contrary set forth herein, except in the case of an audit as provided for in Section 7.4, Franchisee shall not be required to disclose information that it reasonably deems to be proprietary or confidential in nature, nor disclose any of its or an Affiliate’s books and records not relating to the provision of Cable Service in the Service Area. The LFA Subject to the requirements of the New York Freedom of Information Law (“FOIL”), the LFAs shall treat any information disclosed by Franchisee as proprietary and confidential under Section 87(2)(d87(2) (d) of the New York Public Officers Law, Law and shall only disclose it to employees, representatives, and agents thereof who the LFA deems to have a need to know, or in order to enforce the provisions hereof. For purposes of this sectionSection, “proprietary and or confidential” information includes, but is not limited to: information related to the Cable System design, ; trade secrets, ; Subscriber lists, ; marketing plans, ; financial information; or other information that is reasonably determined by the Franchisee to be competitively sensitive. If the LFA LFAs receives a request under FOIL, FOIL or similar law for the disclosure of information that the Franchisee has designated as confidential, trade secret or proprietary, the LFA LFAs shall notify the Franchisee of such request. If the LFA LFAs determines in good faith that public disclosure of the requested information is required under FOIL, the LFA LFAs shall so notify Franchisee and, and before making the disclosure, disclosure shall give Franchisee a reasonable period of time to seek to obtain judicial redress to preclude disclosure. Franchisee shall not be required to provide Subscriber information in violation of Section 631 of the Communications ActXxxxxxx 000 xx xxx Xxxxxxxxxxxxxx Xxx, 47 U.S.C. 00 X.X.X. §551000.