Common use of Records and Assistance Clause in Contracts

Records and Assistance. (a) For a period of ten (10) years after the Closing Date, Buyers will retain the CUSA Records and the CPL Records defined in Sections 2.1 and 2.2 above and any records evidencing the operation and maintenance obligations or the cost reimbursement rights of Buyers hereunder (the “Records”), and will make such Records available to Sellers for inspection and copying upon reasonable notice at Buyers’ headquarters (or at such other location in the United States as Buyers shall designate in writing to Sellers) at reasonable times and during regular office hours. In addition, Buyers will cooperate in providing information required by Sellers to complete reports, statements, or other submissions required by Law, without regard to whether such information is contained in CUSA Records or CPL Records. Following the expiration of such ten-year period, Buyers may destroy such Records provided Buyers provide Sellers with 60 days’ prior written notice of Buyers’ intent to destroy any Records transferred to Buyers pursuant to this Agreement. If Sellers do not consent to the proposed destruction of Records, Buyers 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 Buyers receive copies of the Records because such Records relate to both the Transferred Properties and properties excluded from the Transferred Properties, Buyers 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 or has otherwise been made publicly available.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Western Refining, Inc.)

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Records and Assistance. (a) For a period of ten six (106) years after the Closing Date, Buyers Buyer will retain the CUSA Records and the CPL Records defined in Sections 2.1 and 2.2 above of Seller and any records evidencing the operation and maintenance obligations or the cost reimbursement rights of Buyers Buyer hereunder (the “Retained Records”), and will make such Records available to Sellers Seller for inspection and copying upon reasonable notice at Buyers’ Buyer’s headquarters (or at such other location in the United States as Buyers Buyer shall designate in writing to SellersSeller) at reasonable times and during regular office hours. In addition, Buyers will Buyer will, at Seller’s cost, cooperate in providing information required by Sellers Seller to complete reports, statements, or other submissions required by Law, without regard to whether such information is contained in CUSA Records or CPL Retained Records. Following the expiration of such tensix-year period, Buyers Buyer may destroy such Records Retained Records, provided Buyers provide Sellers Buyer provides Seller with 60 sixty (60) calendar days’ prior written Table of Contents notice of Buyers’ Buyer’s intent to destroy any Records transferred to Buyers Buyer pursuant to this Agreement. If Sellers do not consent to the proposed destruction of Records, Buyers 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 Buyers receive Buyer receives copies of the Retained Records because such Retained Records relate to both the Transferred Properties and properties excluded from the Transferred Properties, Buyers Buyer shall maintain those portions of the Retained Records which do not relate solely to the Transferred Properties strictly confidential and shall not disclose any such Retained Records to any person or agency, unless such disclosure is required by Law or has otherwise been made publicly available.

Appears in 1 contract

Samples: Purchase and Sale Agreement (WESTMORELAND COAL Co)

Records and Assistance. (a) For a period which meets the minimum standards of ten Buyer’s internal policies for record retention (10but in any event, no less than three (3) years after the Closing Date), Buyers Buyer will retain the CUSA Records and the CPL Records defined in Sections 2.1 and 2.2 above and any records evidencing the operation and maintenance obligations or the cost of reimbursement rights of Buyers Buyer hereunder or otherwise relating to the Transferred Properties prior to the Closing Date (the “Records”), and will make such Records available to Sellers Seller for inspection and copying upon reasonable notice at Buyers’ Buyer’s headquarters (or at such other location in the United States as Buyers Buyer shall designate in writing to SellersSeller) at reasonable times and during regular office hours. In addition, Buyers Buyer will cooperate in providing information required by Sellers Seller to complete reports, statements, or other submissions required by Law, without regard to whether such information is contained in CUSA Records or CPL the Records. Following the expiration of such ten-year period, Buyers Buyer may destroy such Records Records, provided Buyers that until the fifth (5th) anniversary of the Closing Date, Buyer shall provide Sellers Seller with 60 sixty (60) calendar days’ prior written notice of Buyers’ Buyer’s intent to destroy any material Records transferred to Buyers Buyer pursuant to this Agreement. If Sellers Agreement and if Seller do not consent to the proposed destruction of Records, Buyers Buyer shall either continue to retain the Records and continue to make them available to Sellers Seller as provided in the preceding sentence or require Sellers Seller to remove such records at Sellers’ Seller’s cost and expense. To the extent Buyers receive Buyer receives copies of the Records because such Records relate to both the Transferred Properties and properties excluded from the Transferred Properties, Buyers 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 or has otherwise been made publicly available.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Cloud Peak Energy Resources LLC)

Records and Assistance. (a) For a period which meets the minimum standards of ten Buyer’s internal policies for record retention (10but in any event, no less than three (3) years after the Closing Date), Buyers Buyer will retain the CUSA Records and the CPL Records defined in Sections 2.1 and 2.2 above and any records evidencing the operation and maintenance obligations or the cost of reimbursement rights of Buyers Buyer hereunder or otherwise relating to the Transferred Properties prior to the Closing Date (the “Records”), and will make such Records available to Sellers for inspection and copying upon reasonable notice at Buyers’ Buyer’s headquarters (or at such other location in the United States as Buyers Buyer shall designate in writing to Sellers) at reasonable times and during regular office hours. In addition, Buyers Buyer will cooperate in providing information required by Sellers to complete reports, statements, or other submissions required by Law, without regard to whether such information is contained in CUSA Records or CPL the Records. Following the expiration of such ten-year period, Buyers Buyer may destroy such Records Records, provided Buyers that until the fifth (5th) anniversary of the Closing Date, Buyer shall provide Sellers each Seller with 60 sixty (60) calendar days’ prior written notice of Buyers’ Buyer’s intent to destroy any material Records transferred to Buyers Buyer pursuant to this Agreement. If Agreement and if Sellers do not consent to the proposed destruction of Records, Buyers 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 Buyers receive Buyer receives copies of the Records because such Records relate to both the Transferred Properties and properties excluded from the Transferred Properties, Buyers 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 or has otherwise been made publicly available.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Cloud Peak Energy Resources LLC)

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Records and Assistance. (a) For a period which meets the minimum standards of ten Buyer’s internal policies for record retention (10but in any event, no less than three (3) years after the Closing Datedate hereof), Buyers Buyer will retain the CUSA Records and the CPL Records defined in Sections 2.1 and 2.2 above and any records evidencing the operation and maintenance obligations or the cost of reimbursement rights of Buyers Buyer hereunder or otherwise relating to the Transferred Properties prior to the date hereof (the “Records”), and will make such Records available to Sellers for inspection and copying upon reasonable notice at Buyers’ Buyer’s headquarters (or at such other location in the United States as Buyers Buyer shall designate in writing to Sellers) at reasonable times and during regular office hours. In addition, Buyers Buyer will cooperate in providing information required by Sellers to complete reports, statements, or other submissions required by Law, without regard to whether such information is contained in CUSA Records or CPL the Records. Following the expiration of such ten-year period, Buyers Buyer may destroy such Records Records, provided Buyers that until the fifth (5th) anniversary of the date hereof, Buyer shall provide Sellers each Seller with 60 sixty (60) calendar days’ prior written notice of Buyers’ Buyer’s intent to destroy any material Records transferred to Buyers Buyer pursuant to this Agreement. If Agreement and if Sellers do not consent to the proposed destruction of Records, Buyers 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 Buyers receive Buyer receives copies of the Records because such Records relate to both the Transferred Properties and properties excluded from the Transferred Properties, Buyers 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 or has otherwise been made publicly available.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Cloud Peak Energy Resources LLC)

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