Records and Assistance Sample Clauses

Records and Assistance. (a) The Purchaser shall take all reasonable steps to preserve and keep all copies of records of MIC delivered to it in connection with the completion of the transactions contemplated by this Agreement and, from and after Closing, shall use commercially reasonable efforts to cause MIC to preserve all of its records, in each case, for a period of at least six years from the Closing Date, or for any longer period as may be required by any Laws or Governmental Entity, and shall, subject to any confidentiality obligations owing to MIC, make such records available to the Vendors as may be reasonably requested by them from time to time. The Purchaser shall use commercially reasonable efforts to cause MIC to make such records available to the Vendors as may be reasonably requested by them from time to time. (b) Subject to any confidentiality obligations owing to MIC in respect of any data or other information regarding MIC or its business, the Vendors, the Parent and the Purchaser shall co-operate with each other and make available to each other in a timely fashion such data and other information as may reasonably be required for (i) financial reporting, and (ii) the preparation of any tax filings in respect of any taxable periods including or preceding the transactions contemplated by this Agreement, and, prior to Closing, the Vendors and the Parent, and following Closing, the Purchaser, shall use commercially reasonable efforts to cause MIC to so co-operate. (c) Subject to any requirements to return or destroy any confidential information of MIC and its subsidiaries on or after Closing or any other obligations owing to MIC, the Vendors and the Parent shall take commercially reasonable steps to preserve and keep all copies of records in their respective control relating to MIC and, from and after Closing, shall preserve such records, in each case, for a period of at least six years from the Closing Date, or for any longer period as may be required by any Laws or Governmental Entity, and shall, subject to any confidentiality obligations owing to MIC, make such records available to the Purchaser as may be reasonably requested from time to time. (d) Prior to Closing, the Vendors and the Parent shall afford the Purchaser’s Representatives (as defined in the Confidentiality Agreement) prompt access from time to time to such information on MIC’s capital plan and such other information regarding MIC and its business that is shared by MIC with the Vendors and/or the Pare...
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Records and Assistance. 21.1 For a period of seven (7) years following Completion, neither party shall dispose of or destroy any of the JLR Records in its possession or control without first giving the other at least one (1) month’s notice and the opportunity to review and (at its own cost) copy any of the relevant materials. 21.2 Save to the extent such access is restricted by Law or the terms of any confidentiality agreement or such materials are subject to legal professional privilege, for a period of two (2) years following Completion the Buyer shall procure that on request the Seller shall be provided with such access (including the right to take copies at its own cost) to all JLR Records within the possession or control of any Target Company, NSC Newco (after the Buyer has acquired it) and Delayed NSC or any member of the Buyer’s Group and to its employees, offices and premises as may reasonably be required by any member of the Seller Group in connection with any financial, Tax or other report, return, statement, audit, filing or other requirement in each case under Law or in connection with any document that the Seller is required to prepare, or on which it is required or entitled to comment, under the Tax Deed. 21.3 Save to the extent such access is restricted by Law or the terms of any confidentiality agreement or such materials are subject to legal professional privilege and subject to any specific provisions contained in the Transaction Documents, for a period of two (2) years following Completion the Seller shall procure that on request the Buyer shall be provided with such access (including the right to take copies at its own cost) to all JLR Records within the possession or control of any member of the Seller Group and to its employees, offices and premises as may reasonably be required by the Buyer or its Affiliates (including for the avoidance of doubt any Target Company, NSC Newco or Delayed NSC) in connection with any financial, Tax or other report, return, statement, audit, filing or other requirement in each case under Law or in connection with any document that the Buyer is required to prepare, or on which it is required or entitled to comment, under the Tax Deed or, to the extent required for the purposes of preparing the Completion Statement and subject to the consent of the Seller (with such consent not to be unreasonably withheld or delayed), this Sale and Purchase Agreement. 21.4 The Buyer shall, and shall procure that each Target Company and/or each NSC...
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Records and Assistance. (a) For a period of seven years after the Closing Date, Buyer will retain the CUSA Records and the CPL Records defined in Sections 2.1 and 2.2 above (the "Records") and will make such Records available to Sellers for inspection and copying upon reasonable notice at Buyer's headquarters (or at such other location in the United States as Buyer shall designate in writing to Sellers) at reasonable times and during regular office hours. Following the expiration of such seven-year period, Buyer shall provide Sellers with 60 days' prior written notice of Buyer's intent to destroy any Records transferred to Buyer pursuant to this Agreement. If Sellers do not consent to the proposed destruction of Records, Buyer shall either continue to retain the Records and continue to make them available to Sellers as provided in the preceding sentence or require Sellers to remove such records at Sellers' cost and expense. To the extent Buyer receive copies of the Records because such Records relate to both the Transferred Properties and properties excluded from the Transferred Properties, Buyer shall maintain those portions of the Records which do not relate solely to the Transferred Properties strictly confidential and shall not disclose any such Records to any person or agency, unless such disclosure is required by Law. (b) In the event of any dispute with respect to the ownership or operation of the Transferred Properties arising out of events which occurred prior to Closing, Buyer shall cooperate with Sellers, at no cost to Buyer, in the resolution of such dispute, including, without limitation, appearing in any litigation which may result therefrom; provided, however, that Buyer's agreement so to cooperate shall not be deemed an acceptance by Buyer of any liability arising from such dispute, as to which the other provisions of this Agreement shall control. Buyer, acknowledging that Sellers have continuing obligations with respect to outstanding lawsuits and claims associated with the Transferred Properties and that Sellers may be parties to claims and litigation asserted after Closing arising out of ownership or operations prior to Closing, shall make available to Sellers, upon Sellers' request at all reasonable times, but at no cost to Buyer, any and all files and business records in Buyer's custody or control transferred by Sellers to Buyer hereunder and, except in the case of a conflict of interest between the parties, any and all individuals employed by Buyer whose tes...
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Records and Assistance. 30 25. Access to 76 Assets After Closing....................................... 31 26. Inspections............................................................. 31 27. Operations of the Products Company and Actions.......................... 32 28. Publicity............................................................... 32 29.
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Records and Assistance. If circumstances arise relating to the condition of the City’s records, the availability of appropriate audit evidence or indications of a significant risk of material misstatement of the financial statements because of error, fraudulent financial reporting or misappropriation of assets which, in our professional judgment, prevent us from completing the audit or forming an opinion, we retain the unilateral right to take any course of action permitted by professional standards, including declining to express an opinion or issue a report, or withdrawing from the engagement. During the course of our engagement, we may accumulate records containing data that should be reflected in the City’s books and records. The City will determine that all such data, if necessary, will be so reflected. Accordingly, the City will not expect us to maintain copies of such records in our possession. The assistance to be supplied by City’s personnel, including the preparation of schedules and analyses of accounts, has been discussed and coordinated with the City’s Financial Services Director. The timely and accurate completion of this work is an essential condition to our completion of the audit and issuance of our audit report. In connection with our audit, you have requested us to perform certain nonaudit services:
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Records and Assistance. 10.1 Both Parties shall at their own cost: 10.1.1 keep a record of any Processing of Shared Personal Data it carries out; 10.1.2 reasonably cooperate and coordinate with the other Party concerning the other Party's compliance with Data Protection Legislation and/or in connection with any request or investigation of the Regulator.
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Records and Assistance. 18.1 As soon as practical following Completion (and, in any event, no later than three months after Completion), the Sellers shall deliver to Vernalis the Delivered Records other than those required by the Elan Companies (as defined in the Transitional Services Agreement) to discharge their obligations under the Transitional Services Agreement (the "TRANSITIONAL SERVICE Records"). The Sellers shall deliver the Transitional Service Records to Vernalis as soon as is reasonably practicable following termination of the Transitional Services Agreement. The provisions of Clause 18.2 shall apply, mutatis mutandis, in relation to the Transitional Service Records until they are delivered to Vernalis. The Sellers shall be entitled to retain one copy of the Delivered Records. 18.2 The Sellers shall retain the Retained Records following Completion and shall allow Vernalis, its employees and agents and any other person authorised by Vernalis (subject to the provisions of Clauses 18.5 and 20): 18.2.1 on reasonable notice to inspect (at all reasonable times during usual business hours) such of the Retained Records as it may reasonably request in connection with the Assets (which, for the avoidance of doubt, shall not include any of the records described in sub-paragraphs (c), (e), (f), (g), (h), (i) and (m) of the definition of Retained Records); and 18.2.2 at Vernalis's cost, to take copies of any of those Retained Records.
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Records and Assistance 
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Related to Records and Assistance

  • Information and Assistance 15.1.1 Subject to any obligation in respect of confidentiality, the DPA 2018 and Confidential Information, the Parties will use all reasonable endeavours to provide and share information and data reasonably required by the other: (a) to enable it to perform its obligations under this Agreement; and/or (b) (in the case of the Provider) which is reasonably necessary to enable the Department to perform its statutory obligations and other functions insofar as such provision forms part of the Services. 15.1.2 Neither Party will hinder, delay or prevent the other Party in the performance of the other Party's obligations under this Agreement.

  • Cooperation and Assistance (a) You agree to provide access at no cost or expense to Us.

  • Records and Access The Advisor, in the conduct of its responsibilities to the Company, shall maintain adequate and separate books and records for the Company’s operations in accordance with GAAP, which shall be supported by sufficient documentation to ascertain that such books and records are properly and accurately recorded. Such books and records shall be the property of the Company and shall be available for inspection by the Board and by counsel, auditors and other authorized agents of the Company, at any time or from time to time during normal business hours. The Advisor shall at all reasonable times have access to the books and records of the Company and the Operating Partnership.

  • Records and Accounting The General Partner shall keep or cause to be kept at the principal office of the Partnership appropriate books and records with respect to the Partnership’s business, including all books and records necessary to provide to the Limited Partners any information required to be provided pursuant to Section 3.4(a). Any books and records maintained by or on behalf of the Partnership in the regular course of its business, including the record of the Record Holders and Assignees of Units or other Partnership Securities, books of account and records of Partnership proceedings, may be kept on, or be in the form of, computer disks, hard drives, punch cards, magnetic tape, photographs, micrographics or any other information storage device; provided, that the books and records so maintained are convertible into clearly legible written form within a reasonable period of time. The books of the Partnership shall be maintained, for financial reporting purposes, on an accrual basis in accordance with U.S. GAAP.

  • EDUCATION AND ASSISTANCE FUND 18.01 The Employer shall contribute to the Union’s Education and Assistance Fund the amount identified at Schedule “A” for each hour worked by each employee covered by this Agreement, and shall remit such contributions to the Union together with union dues, and in the manner described at Article 7.04. 18.02 The Education and Assistance Fund shall be used by the Union to educate and instruct members in the competent practice of their trade, in matters relating to Health and Safety, and to instruct specific members in effective labour relations practices. 18.03 Having regard to the demands of the Employer’s work and operations, the Employer will cooperate with the Union when safety and related courses are made available to the members employed with the Employer.

  • Books Records and Accounting The General Partner shall keep or cause to be kept at the registered office of the Partnership appropriate books and records with respect to the Partnership’s activities and affairs. Any books and records maintained by or on behalf of the Partnership in the regular course of its activities and undertakings, including the record of the Record Holders, books of account and records of Partnership proceedings, may be kept on information storage devices, provided, that the books and records so maintained are convertible into clearly legible written form within a reasonable period of time. The books of the Partnership shall be maintained, for financial reporting purposes, on an accrual basis in accordance with IFRS-IASB. In accordance with Bermuda Law, the records of account and registers will be kept available for inspection by any Limited Partner or its duly authorized representatives during regular business hours at the registered office of the Partnership. Limited Partners shall not have access to any information of the Partnership contained in its books and records which the General Partner is required by legal or contractual restriction to keep confidential or which, in the opinion of the General Partner, acting reasonably, should be kept confidential in the interests of the Partnership or may be kept confidential as provided in this Agreement, and each Limited Partner hereby waives any right to greater access to the books and records of the Partnership than is permitted herein, to the greatest extent permitted by Law.

  • Records and Audit A. Concessionaire shall maintain complete, accurate, and detailed accounting records of all transactions pertaining to the Concession Operation covered by this Agreement that will enable Concessionaire to prepare financial statements in accordance with generally accepted accounting principles. Concessionaire shall make such records available to any authorized representative of Department upon request, as often as it is deemed necessary by Department, to determine the effectiveness of the financial management system and internal procedures that have been established by Concessionaire, and to ensure compliance with the terms and conditions of this Agreement and that the financial statements and reports present fairly the results of Concessionaire's operations pursuant to this Agreement. Failure to do so shall be a material breach of this Agreement. Said records shall be maintained and made available to Department and the State of New Jersey for a period of seven (7) years after the termination or expiration of this Agreement. B. Concessionaire shall utilize a cash register as part of the Concession Operation. Concessionaire may request Department approval to also or alternatively utilize a Point of Service (POS) device. If approved in writing by Department, Concessionaire may then utilize a POS device as part of the Concession Operation. Any use of a POS device as part of the Concession Operation without the required prior Department-written approval shall be a material breach of this Agreement, subject to Suspension of Operations and/or Termination in accordance with the Terms and Conditions set forth in Paragraphs 9 and 10. C. All sales shall be recorded by means of cash registers or Department-approved POS devices that publicly display the amount of each sale and automatically issue a customer receipt or certify the amount recorded on a sales slip. Said cash registers or Department-approved POS devices shall, in all cases, have locked-in sales totals and transactions counters that constantly accumulate and that cannot, in either case, be reset. In addition, such cash registers must have a tape located within the register upon which transaction numbers and sales details are imprinted. Beginning and ending cash register or Department-approved POS device readings shall be recorded on a daily basis. In the event of technical or electrical failure of the cash register or Department-approved POS device, Concessionaire shall record all transactions by hand and issue a sequentially pre-numbered customer receipt in like manner. Failure to have a working cash register or Department-approved POS device shall be a material breach of this Agreement subject to immediate Suspension of Operations and/or Termination in accordance with the terms and conditions set forth in Paragraphs 9 and 10. Each cash register or Department-approved POS device must have the following: ● Dual Tape/Readable tape/or Electronic Report that records individual sales, total sales, and can generate a receipt (customer must be offered a paper or electronic receipt upon request) ● Customer Display ● Continuous grand total Each cash register must have the following: • Cumulative “Z” counter • Current printed date on detail tape

  • Records and Audits The Contractor shall maintain accounts and records, including personnel, property, and financial records, adequate to identify and account for all costs pertaining to the Contract and such other records as may be deemed necessary by the City to assure proper accounting for all project funds. These records will be made available for audit purposes to the City or any authorized representative, and will be retained for three years after the expiration of this Contract.

  • Books Records and Reports The Contractor shall establish and maintain accounts and other books and records 7 pertaining to administration of the terms and conditions of this Settlement Contract, including: 8 the Contractor's financial transactions, water supply data, and Project land and right-of-way 9 agreements; the water users' land-use (crop census), land ownership, land-leasing and water use 10 data; and other matters that the Contracting Officer may require. Reports thereon shall be 11 furnished to the Contracting Officer in such form and on such date or dates as the Contracting 12 Officer may require. Subject to applicable Federal laws and regulations, each party to this 13 Settlement Contract shall have the right during office hours to examine and make copies of each 14 other’s books and official records relating to matters covered by this Settlement Contract.

  • Records and Reporting Company will maintain and preserve all records as required by law in connection with its provision of Services under this Agreement. Upon the reasonable request of Distributor, a Fund or the transfer agent for a Class, Company will provide timely copies of: (a) historical records relating to Client transactions involving the Class; (b) written communications regarding the Class to or from Clients; and (c) other materials relating to the provision of Services by Company under this Agreement.

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