Preserved information Sample Clauses
Preserved information. (a) The Purchaser shall, and shall procure that the other members of the Purchaser’s Group shall, preserve all documents, records, correspondence, accounts and other information related to the Transferring Business and the Company (the Preserved Information) for a period of seven (7) years from the Completion Date or such longer period as prescribed by applicable Laws.
(b) The Purchaser shall, and shall procure that the other members of the Purchaser’s Group shall, allow any member of the Seller’s Group and its Representatives access (in an online environment) to the Preserved Information, including the right to make copies, for the purposes of the filing, reporting, audit, on-going litigation and compliance requirements of the Seller and any other member of the Seller’s Group. In addition, the Purchaser shall procure that the relevant members of the Purchaser’s Group will prepare all filings and accounting input required under applicable policies adopted by the Seller and any other member of the Seller’s Group in accordance with current practice for the relevant time periods up until the last day of the month in which Completion takes place and allow any applicable audit of such information by any member of the Seller’s Group.
(c) The Purchaser shall disclose to the Seller all materials specifically and reasonably requested by the Seller that relate to the filing, reporting, audit and compliance requirements of the Seller or any other member of the Seller’s Group and any Claim and shall, and shall procure that any member of the Purchaser’s Group shall, give all such information and assistance, including access to premises and personnel, and the right to examine and copy or photograph any assets, documents and records, as the Seller and any other member of the Seller’s Group or their Representatives may reasonably request subject to the Seller or such member of the Seller’s Group agreeing in such form as the Purchaser may reasonably require to keep all such information confidential.
Preserved information. (a) Each Party shall:
(i) preserve all documents, records, correspondence, accounts and other information in its possession in relation to the taxation, regulatory or financial information of the Z1Co Business and Z2Co Business (as applicable) up to Closing (the “Preserved Information”) for a period of six (6) years from Closing or such longer period as prescribed by Applicable Law;
(ii) allow each other Party and its financial, accounting, legal or other advisors access to the Preserved Information, including the right to make copies, for the purposes of the filing, reporting, audit, compliance requirements of such Party pursuant to Applicable Law, regulations or stock exchange rules as well as requirements under insurance arrangements and for the purposes of litigation and similar proceedings;
(iii) cooperate to prepare all filings and accounting input required under Applicable Law and relating to the Z1 Business and Z2 Business, as applicable, for the relevant periods up until the last day of the month in which Closing takes place and allow any applicable audit of such information by the other Party;
(iv) in each case, (i) provided that any access or disclosure shall be subject to the written request of the respective other Party (in which this Party shall present evidence that such access or disclosure is required by Applicable Law or regulation), (ii) provided that the foregoing shall not unreasonably interfere with the normal operations of any company involved, and (iii) to the extent permitted by Applicable Law, including any applicable competition laws.
(b) Zenuity shall, for a period of two months after Closing:
(i) preserve any and all third party data held by it, which has not been shared with VNE or Z2Co as per the Closing Date because it is subject to a confidentiality agreement with such third party and such third party has not yet consented to its transfer; and
(ii) endeavor to procure that all relevant third party data is transferred and released to VNE and Z2Co upon confirmation that the relevant third party consent has been obtained or waived, subject in all respects to the Information Barrier Protocol. For the avoidance of doubt, Zenuity shall not have any obligation to preserve for or disclose to VNE or Z2Co any third party data which would be in conflict with the Information Barrier Protocol.
Preserved information. (a) The Sellers shall, and shall procure that any member of the Seller’s Group shall, preserve all books and records related to the Group Companies in respect of the period up to and including the Completion Date (the Sellers Preserved Information) in accordance with and, and for the period required under, applicable Laws.
(b) The Purchaser shall, and shall procure that the Group Companies shall, preserve all documents, records, correspondence, accounts and other information related to the Group Companies in respect of the period up to and including the Completion Date (the Purchaser’s Preserved Information and together with the Sellers Preserved Information, the Preserved Information) for a period of seven (7) years from Completion or such longer period as prescribed by applicable Laws.
(c) Each Party shall, and shall procure that any members of the Sellers’ Group Companies or the Group Companies, as applicable, shall, upon reasonable advance notice and to the extent reasonably required for Tax, accounting or compliance purposes permitted by Law, allow any member of the other Party’s Group, and its financial, accounting, legal or other advisers access to the relevant Preserved Information for the purposes of the filing, reporting, audit, on-going litigation and compliance requirements of any of the Party and their Affiliates, as applicable.
Preserved information. (a) For a period of five (5) years from the Completion Date, or such longer period provided by law, the Purchaser shall, and shall procure that the Group Companies shall, retain all books, records and other information relating to the Group Companies, which are stored at the premises occupied by the Group Companies or which are held by or on behalf of a member of the Purchaser’s Group or by or on behalf of a Group Company (the Preserved Information).
(b) Subject to the Sellers agreeing to maintain the Preserved Information confidential at all times, the Purchaser shall allow, and shall procure that the Group Companies shall allow, any member of a Seller’s Group and its advisers, upon reasonable notice, reasonable access during normal office hours to the Preserved Information (including the right to inspect and make copies), insofar and to the extent necessary for purposes of the reporting, Tax, audit and compliance requirements of any member of a Seller’s Group. In addition, the Purchaser shall procure that the Group Companies will prepare all filings and accounting input required under applicable laws for the relevant time periods up until the last day of the month in which Completion takes place and allow any applicable audit of such information by any member of a Seller’s Group.
