Preserved information Sample Clauses

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.

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 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.

Related to Preserved information

Protected Information 5.3.1 In this Section "Protected Information" means:
Requested Information with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries or relating to the ability of the Company to perform its obligations hereunder and under the Notes as from time to time may be reasonably requested by any such holder of Notes.
Privileged Information (a) The parties acknowledge that members of the Parent Group, on the one hand, and members of the SpinCo Group, on the other hand, may possess documents or other information regarding the other Group that is or may be subject to the attorney-client privilege, the work product doctrine or common interest privilege (collectively, “Privileges”; and such documents and other information collectively, the “Privileged Information”). Each party agrees to use reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege in order to prevent any of the other party’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other party’s consent. Without limiting the generality of the foregoing, the parties shall not, and shall direct their respective Affiliates not to, without the other party’s prior written consent, (i) waive any Privilege with respect to any of the other party’s Privileged Information, (ii) fail to defend any Privilege with respect to any such Privileged Information, or (iii) fail to take any other actions necessary to preserve any Privilege with respect to any such Privileged Information. (b) Upon receipt by either party of any subpoena, discovery or other request that calls for the production or disclosure of Privileged Information of the other party, such party shall promptly notify the other party of the existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it may have under this Section 5.06 or otherwise to prevent the production or disclosure of such Privileged Information. Each party agrees that it shall not produce or disclose any information that may be covered by a Privilege of the party under this Section 5.06 unless (i) the other party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a court of competent jurisdiction has entered a final, non-appealable order finding that the information is not entitled to protection under any applicable Privilege. (c) Each of the Parent Group and the SpinCo Group covenants and agrees that, following the Distribution Effective Time, any internal or external legal counsel currently representing SpinCo Group (each a “Prior Company Counsel”) may serve as counsel to Parent Group and its Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, including with respect to any litigation, Claim or obligation arising out of or related to this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Distribution Effective Time. Parent Group and SpinCo Group hereby irrevocably (i) waive any Claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Distribution Effective Time between SpinCo and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand, Prior Company Counsel may represent any member of the Parent Group and any Affiliates thereof in such dispute even though the interests of such Person(s) may be directly adverse to the Parent Group or the SpinCo Group or their respective Affiliates and even though Prior Company Counsel may have represented the SpinCo Group in a matter substantially related to such dispute. (d) For the avoidance of doubt, nothing in this Agreement shall constitute a waiver of, or obligate any Person to waive, any Privilege.
Furnish Specified Information It will deliver to the other party or, in certain cases under subparagraph (iii) below, to such government or taxing authority as the other party reasonably directs:— (i) any forms, documents or certificates relating to taxation specified in the Schedule or any Confirmation; (ii) any other documents specified in the Schedule or any Confirmation; and (iii) upon reasonable demand by such other party, any form or document that may be required or reasonably requested in writing in order to allow such other party or its Credit Support Provider to make a payment under this Agreement or any applicable Credit Support Document without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate (so long as the completion, execution or submission of such form or document would not materially prejudice the legal or commercial position of the party in receipt of such demand), with any such form or document to be accurate and completed in a manner reasonably satisfactory to such other party and to be executed and to be delivered with any reasonably required certification, in each case by the date specified in the Schedule or such Confirmation or, if none is specified, as soon as reasonably practicable.
Maintaining Confidential Information Executive reaffirms his obligations under the Confidentiality Agreement. Executive acknowledges and agrees that the payments provided in Section 3 above shall be subject to Executive’s continued compliance with Executive’s obligations under the Confidentiality Agreement.
Classified Information In no event shall any of the Copyright Collateral, Patent Collateral or Trademark Collateral include any Copyright, Patent or Trademark, any application for a Copyright, Patent or Trademark, or any license or right under any Copyright, Patent or Trademark that is “classified” for reasons of national security or foreign policy under applicable laws or with respect to which Pledgor is not entitled to pledge, sublicense or assign pursuant to its terms or applicable law or regulation.
De-identified Information De-identified Information may be used by the Operator only for the purposes of development, product improvement, to demonstrate or market product effectiveness, or research as any other member of the public or party would be able to use de-identified data pursuant to 34 CFR 99.31(b). Operator agrees not to attempt to re-identify De-identified Information and not to transfer De-identified Information to any party unless (a) that party agrees in writing not to attempt re- identification, and (b) prior written notice has been given to LEA who has provided prior written consent for such transfer. Operator shall not copy, reproduce or transmit any De-identified Information or other Data obtained under the Service Agreement except as necessary to fulfill the Service Agreement.
Trade Secrets and Confidential Information (i) Executive represents and warrants that Executive (A) is not subject to any legal or contractual duty or agreement that would prevent or prohibit Executive from performing the duties contemplated by this Agreement or otherwise complying with this Agreement, and (B) is not in breach of any legal or contractual duty or agreement, including any agreement concerning trade secrets or confidential information owned by any other party. (ii) Executive agrees that Executive will not (A) use, disclose or reverse engineer Trade Secrets or Confidential Information for any purpose other than the Company’s Business, except as authorized in writing by the Company; (B) during Executive’s employment with the Company, use, disclose or reverse engineer (1) any confidential information or trade secrets of any former employer or third party or (2) any works of authorship developed in whole or in part by Executive during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (C) upon Executive’s resignation or termination with the Company (1) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which are in Executive’s possession or control or (2) destroy, delete or alter Trade Secrets or Confidential Information without the Company’s prior written consent. (iii) The obligations under this Section 8 shall remain in effect as long as Trade Secrets and Confidential Information constitute trade secrets or confidential information under applicable law. The confidentiality, property and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright laws, trade secret and confidential information laws and laws concerning fiduciary duties.
Access to Protected Information If BA maintains a designated record set on behalf of CE, BA shall make Protected Information maintained by BA or its agents or subcontractors in Designated Record Sets available to CE for inspection and copying within five (5) days of a request by CE to enable CE to fulfill its obligations under state law [Health and Safety Code Section 123110] and the Privacy Rule, including, but not limited to, 45 C.F.R. Section 164.524 [45 C.F.R. Section 164.504(e)(2)(ii)(E)]. If BA maintains Protected Information in electronic format, BA shall provide such information in electronic format as necessary to enable CE to fulfill its obligations under the HITECH Act and HIPAA Regulations, including, but not limited to, 42 U.S.C. Section 17935(e) and 45 C.F.R. Section 164.524.
Confidential Information Protections 4.1 At all times during and after the Employee’s employment, the Employee will hold in confidence and will not disclose, use, lecture upon, or publish any of Company’s Confidential Information (defined below), except as may be required in connection with the Employee’s work for Company, or as expressly authorized by the Board. The Employee will obtain the written approval of the Board before publishing or submitting for publication any material (written, oral, or otherwise) that relates to the Employee’s work at Company and/or incorporates any Confidential Information. The Employee hereby assigns to Company any rights the Employee may have or acquire in any and all Confidential Information and recognize that all Confidential Information shall be the sole and exclusive property of Company and its assigns.

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