Common use of Open Books and Records Clause in Contracts

Open Books and Records. Upon thirty (30) days’ written notice to the Franchisee, the Township shall have the right to inspect the Franchisee’s books and records pertaining to this Agreement or the Franchisee’s provision of Cable Service in the Township at any time during Franchisee’s regular business hours 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 that is under review, so that the Franchisee may organize the necessary books and records for appropriate access by the Township. The books and records to be made available for inspection by the Township shall be made available for inspection at a designated office of the Franchisee or such other location in the eastern region of the Commonwealth of Pennsylvania mutually agreed upon by the parties. The Franchisee shall not be required to maintain any books and records for Franchise compliance purposes longer than forty- eight (48) months. Notwithstanding anything to the contrary set forth herein, the 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 this Agreement or to the provision of Cable Service in the Township. If the Franchisee claims any information to be proprietary or confidential, it shall identify the information and provide an explanation as to the reason it is claimed to be confidential or proprietary. The Township shall treat any information disclosed by the Franchisee as confidential so long as it is permitted to do so under applicable law, and shall only disclose it to employees, representatives, and agents thereof that have a need to know, or in order to enforce the provisions hereof. The 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 thirty (30) days’ written notice to the Franchisee, the Township Borough shall have the right to inspect the Franchisee’s books and records pertaining to this Agreement or the Franchisee’s provision of Cable Service in the Township Borough at any time during Franchisee’s regular business hours 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 that is under review, so that the Franchisee may organize the necessary books and records for appropriate access by the TownshipBorough. The books and records to be made available for inspection by the Township Borough shall be made available for inspection at a designated office of the Franchisee or such other location in the eastern region of the Commonwealth of Pennsylvania mutually agreed upon by the parties. The Franchisee shall not be required to maintain any books and records for Franchise compliance purposes longer than forty- forty-eight (48) months. Notwithstanding anything to the contrary set forth herein, the 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 this Agreement or to the provision of Cable Service in the TownshipBorough. If the Franchisee claims any information to be proprietary or confidential, it shall identify the information and provide an explanation as to the reason it is claimed to be confidential or proprietary. The Township Borough shall treat any information disclosed by the Franchisee as confidential so long as it is permitted to do so under applicable law, and shall only disclose it to employees, representatives, and agents thereof that have a need to know, or in order to enforce the provisions hereof. The 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 thirty reasonable written notice to the Franchisee and with no less than twenty (3020) days’ written notice to the Franchisee, the Township City shall have the right to inspect the Franchisee’s books and records pertaining require copies of, for purposes relating to this Agreement Agreement, the books, records, maps, plans and other like materials of the Franchisee applicable to the System or the Franchisee’s provision of Cable Service in the Township City at any time during Normal Business Hours; provided that where volume and convenience necessitate, the Franchisee may require inspection to take place at Franchisee’s regular business hours as are reasonably necessary to ensure compliance with '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 that is under reviewCity requires to inspect. Except as otherwise expressly provided in this Agreement, so that the Franchisee may organize the necessary books and records for appropriate access by the Township. The books and records to be made available for inspection by the Township shall be made available for inspection at a designated office of the Franchisee or such other location in the eastern region of the Commonwealth of Pennsylvania mutually agreed upon by the parties. The Franchisee shall not be required to maintain any books and records for Franchise compliance purposes longer than forty- eight five (485) monthsyears, 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, the 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 to this Agreement or that have no direct relation to the provision of Cable Service in the TownshipCity 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. If Any books, records and materials which the City has the right to inspect under the terms of this Agreement which contain proprietary and confidential material of the Franchisee claims any information to shall be proprietary or confidential, it shall identify the information and provide an explanation as to the reason it is claimed to be confidential or proprietary. The Township shall treat any information disclosed clearly marked "CONFIDENTIAL" by the Franchisee as confidential so long as it is permitted and, subject to do so under 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 that have a need to know, or in order to enforce the provisions hereof. The Notwithstanding anything herein to the contrary, the 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 Franchisee and with no less than thirty (30) days’ days written notice to the Franchisee, the Township LFA shall have the right to inspect the Franchisee’s books and records pertaining to this Agreement or the Franchisee’s provision of Cable Service in the Township Franchise Area at any time during Franchisee’s regular business hours 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 article, section or subsection of the Franchise that is under review, so that the Franchisee may organize the necessary books and records for appropriate access by the TownshipLFA. The books and records to be made available for inspection by the Township shall be made available for inspection at a designated office of the Franchisee or such other location in the eastern region of the Commonwealth of Pennsylvania mutually agreed upon by the parties. The Franchisee shall not be required to maintain any books and records for Franchise compliance purposes longer than forty- eight four (484) monthsyears except that any records relevant or related to an unresolved, ongoing dispute shall be maintained until final resolution of such dispute including records provided pursuant to Section 7.4 herein. Notwithstanding anything to the contrary set forth herein, the 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 this Agreement or to the provision of Cable Service in the Township. If the Franchisee claims any information Service Area, LFA agrees to be proprietary or confidential, it shall identify the information and provide an explanation as to the reason it is claimed to be confidential or proprietary. The Township shall treat any information disclosed by the Franchisee as confidential so long as it is permitted and only to do so under applicable law, and shall only disclose it to employees, representatives, and agents thereof that have a need to know, or in order to enforce the provisions hereofhereof and as may be required by the Texas open records or freedom of information laws, with notice to Franchisee if any request for such information is made, as may be provided under the circumstances. The 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. § 55100 X.X.X. §000.

Open Books and Records. Upon thirty (30) days’ written notice to the Franchisee, the Township City shall have the right to inspect the Franchisee’s books and records pertaining to this Agreement or the Franchisee’s provision of Cable Service in the Township City at any time during Franchisee’s regular business hours Normal Business Hours and at a mutually agreeable location in Allegheny County, as are reasonably necessary to ensure compliance with the terms of this FranchiseAgreement. Such notice shall specifically reference the section or subsection of the Franchise Agreement that is under review, so that the Franchisee may organize the necessary books and records for appropriate access by the Township. The books and records to be made available for inspection by the Township shall be made available for inspection at a designated office of the Franchisee or such other location in the eastern region of the Commonwealth of Pennsylvania mutually agreed upon by the partiesCity. The Franchisee shall not be required to maintain any books and records for Franchise compliance purposes longer than forty- eight five (485) monthsyears. Notwithstanding anything to the contrary set forth herein, the 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 this Agreement or to the provision of Cable Service in the TownshipCity. If the Franchisee claims any information to be proprietary or confidential, it shall identify the information and provide an a written explanation as to the reason it is claimed to be confidential or proprietary. The Township City shall treat any information disclosed by the Franchisee as proprietary and confidential so long as it is to the fullest extent permitted to do so under by applicable law, including, but not limited to, Section 67.708(a)(11) of the “Pennsylvania Right- to-Know Law”, as may be amended from to time (the “Right-to-Know Law”), and shall only disclose it to employees, representatives, and agents thereof that have a need to know, or in order to enforce the provisions hereof. The In the event the City receives a request for disclosure of information and such information has been designated by Franchisee as proprietary and confidential, the City shall provide Franchisee with notice and an opportunity to object to the disclosure of such information consistent with Section 67.707(b) of the Right-to-Know Law. Notwithstanding the foregoing, the Franchisee shall not in no event 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 thirty (30) days’ days written notice to the Franchisee, the Township shall have the right to inspect the Franchisee’s books and records pertaining to this Agreement or the Franchisee’s provision of Cable Service in the Township at any time during Franchisee’s regular business hours Normal Business Hours, as are reasonably necessary to ensure compliance with the terms of this FranchiseAgreement. Such notice shall specifically reference the section or subsection of the Franchise Agreement that is under review, so that the Franchisee may organize the necessary books and records for appropriate access by the Township. The books and records to be made available for inspection by the Township shall be made available for inspection at a designated office of the Franchisee or such other location in the eastern western region of the Commonwealth of Pennsylvania mutually agreed upon by the parties. The Franchisee shall not be required to maintain any books and records for Franchise compliance purposes longer than forty- eight five (485) monthsyears. Notwithstanding anything to the contrary set forth herein, the 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 this Agreement or to the provision of Cable Service in the Township. If the Franchisee claims any information to be proprietary or confidential, it shall identify the information and provide an explanation as to the reason it is claimed to be confidential or proprietary. The Township shall treat any information disclosed by the Franchisee as confidential so long as it is permitted to do so under applicable law, law and shall only disclose it to employees, representatives, and agents thereof that have a need to know, or in order to enforce the provisions hereof. The 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 Franchisee and with no less than thirty (30) days’ 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 Township LFA shall have the right to inspect the Franchisee’s books and records pertaining to this Agreement or the Franchisee’s provision operation of Cable Service in the Township Franchise at any time during Franchisee’s regular business hours Normal Business Hours 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 that is under LFA desires to review, so that the Franchisee may organize the necessary books and records for appropriate access by the TownshipLFA. The books and records to be made available for inspection by the Township shall be made available for inspection at a designated office of the Franchisee or such other location in the eastern region of the Commonwealth of Pennsylvania mutually agreed upon by the parties. The Franchisee shall not be required to maintain any books and records for Franchise compliance purposes longer than forty- eight three (483) monthsyears. Notwithstanding anything to the contrary set forth herein, the 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 this Agreement or to the provision of Cable Service in the Township. If the Franchisee claims any information to be proprietary or confidential, it shall identify the information and provide an explanation as to the reason it is claimed to be confidential or proprietaryFranchise Area. The Township shall treat any information disclosed by the Franchisee as confidential so long as it is permitted to do so under applicable law, and LFA shall only disclose it Franchisee’s proprietary or confidential information to employees, representatives, and agents thereof that who have a need to know, or in order to enforce the provisions hereof, the Cable Law and applicable state and federal law. The Except as provided below, the LFA shall 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 confidentiality. 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