Records Preservation Sample Clauses

Records Preservation. The SUBCONSULTANT shall maintain books and records related to the performance of the CONTRACT and necessary to support amounts charged to the state under the CONTRACT for a minimum of three (3) years from the last action on the CONTRACT. The SUBCONSULTANT further agrees to cooperate fully with any audit and to make the books and records available to the Auditor General, chief procurement officer, internal auditor and/or the DEPARTMENT, and the federal funding entity (when applicable). The SUBCONSULTANT agrees to cooperate fully with any audit conducted by the Auditor General, chief procurement officer, internal auditor, and/or the DEPARTMENT and provide full access to all materials. Failure to maintain the books, records, and supporting documents required by this paragraph shall establish a presumption in favor of the state for the recovery of any funds paid by the state under the CONTRACT for which adequate books, records, and supporting documentation are not available to support their purported disbursement.
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Records Preservation. Subject to the requirements of this Section 6.03, each of Parent and the Seller shall have the right to retain copies of all books and records of the Company and the Transferred Companies (including emails) relating to periods ending on or prior to the Closing Date (i) relating to information (including employment and medical records) regarding the employees of the Company and the Transferred Companies, (ii) as may be required by any Governmental Authority, including pursuant to any applicable Law or regulatory request, (iii) as may be deemed appropriate in connection with any claim, counterclaim, action, audit, suit, arbitration, proceeding or investigation commenced or threatened by any party (including any Governmental Authority), or (iv) as may be necessary for Parent or the Seller to perform their respective obligations pursuant to any Transaction Agreement, in each case subject to compliance with all applicable privacy Laws. The parties hereto shall preserve and keep, or cause to be preserved and kept, all original books and records of the Company and the Transferred Companies and any copies thereof in their possession for the longer of (a) the period required under such party’s document retention policies and (b) any period required under applicable Law. During such retention period, Representatives of the Seller, Buyer and their respective Affiliates shall, upon reasonable notice and for any reasonable business purpose, have access during normal business hours to examine, inspect and copy such books and records (including emails). During such retention period, the parties hereto shall provide, or cause to be provided, to the other parties hereto and their respective Affiliates, access to such books and records of the Company and the Transferred Companies as such other parties hereto or their respective Affiliates shall reasonably request in connection with any Action to which such other parties hereto or any of their respective Affiliates are parties or in connection with the requirements of any Law applicable to such other parties hereto or any of their respective Affiliates.
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Records Preservation. Consultant understands that this Agreement is with a government agency and thus all records created or used in the course of Consultant's work for the City are considered “public records” and are subject to disclosure under the Public Records Act, Chapter 42.56 RCW (“the Act”). Consultant agrees to safeguard and preserve records in accordance with the Act. If the City receives a public records request and asks Consultant to search its files for responsive records, Consultant agrees to make a prompt and thorough search through its files for responsive records and to promptly turn over any responsive records to the City's public records officer.
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Records Preservation. The SUBCONSULTANT shall maintain for a minimum of five years after the receipt of final payment, adequate books, records and supporting documents to verify the amounts, recipients and uses of all disbursements of funds passing in conjunction with the CONTRACT. The CONTRACT and all books, records, and supporting documents related to the CONTRACT shall be available for review and audit by the Auditor General, chief procurement officer, internal auditor and/or the DEPARTMENT, and the federal funding entity (when applicable). The SUBCONSULTANT agrees to cooperate fully with any audit conducted by the Auditor General, chief procurement officer, internal auditor and/or the DEPARTMENT and provide full access to all materials. Failure to maintain the books, records, and supporting documents required by this paragraph shall establish a presumption in favor of the state for the recovery of any funds paid by the state under the CONTRACT for which adequate books, records, and supporting documentation are not available to support their purported disbursement.
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Records Preservation. The parties hereto shall preserve and keep, or cause to be preserved and kept, all original books and records related to the Business (in the case of the Acquiror and its Affiliates) or related to the Energy Storage Business (in the case of the Company and its Affiliates) and any copies thereof in their possession for a period consistent with such party’s record retention policy (but for at least five (5) years from the Closing Date). During such five (5) year or longer period, Representatives of the Company, the Acquiror and their respective Affiliates shall, upon reasonable notice and for any reasonable business purpose, have reasonable access during normal business hours to examine, inspect and copy such books and records. During such five (5) year or longer period, the parties hereto shall provide, or cause to be provided, to the other parties hereto and their respective Affiliates, reasonable access during normal business hours to such books and records of the Business as such other parties hereto or their respective Affiliates shall reasonably request in connection with any Action to which such other parties hereto or any of their respective Affiliates are parties or in connection with the requirements of any Law applicable to such other parties hereto or any of their respective Affiliates. Upon the written request of the Acquiror any time after five (5) years from the Closing Date, the Company or its Affiliates, as applicable, shall transfer any books and records (including, for the avoidance of doubt, both original books and records and any copies thereof) in respect of the Business that constitute Transferred Assets but were not transferred at Closing pursuant to Section 2.02(a) to the Acquiror or its designated Affiliate, following which the Company and its Affiliates shall no longer retain any books and records related to the Business (as conducted by the Company and its Affiliates prior to the Closing) that constitute Transferred Assets, including any copies thereof; provided, however, that the Company and its Affiliates may retain such books and records Related to the Business that they are required in their reasonable judgment to retain for the duration of any applicable statute of limitations that exceeds such five-year period. Upon the written request of the Company any time after five (5) years from the Closing Date, the Acquiror or its Affiliates, as applicable, shall transfer any books and records (including, for the avoidance of doubt, ...
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Records Preservation. Subject to its confidentiality obligations hereunder, the Seller and its Affiliates shall have the right to retain copies of all books and records of the Business relating to periods ending on or prior to the Closing Date (and, with respect to the Indian Business, if applicable, the Deferred India Closing Date). The Buyer will preserve and keep, or cause to be preserved and kept, all original books and records in respect of the Business in respect of the pre-Closing period that are in the possession of the Buyer or any of its Affiliates for the longer of (i) any applicable statute of limitations (including applicable extensions), and (ii) a period of six (6) years from the Closing Date.
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Records Preservation. 51 Section 8.03. Conduct Prior to Deferred India Closing. .............................................51 Section 8.04. Rights to Seller Marks.. .........................................................................52 Section 8.05. Insurance. ..............................................................................................53 Section 8.06. Further Assurances; Wrong Pockets.. ...................................................54 Section 8.07. No Embarrassment Payment. ................................................................54
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Records Preservation. (a) At or as soon as reasonably practicable following the Closing, Parent shall use commercially reasonable efforts to (i) cause all tangible books and records of the Transferred Companies and the Business to be located on the Leased Real Property and such tangible books and records shall be transferred to Buyer by possession of such premises, (ii) transfer, or cause to be transferred, to Buyer all original corporate records of the Transferred Companies relating to the legal existence, ownership and corporate governance of the Transferred Companies, all Permits of the Transferred Companies, and (iii) all other books and records of the Transferred Companies and the Business, in each case, that are not located on the Leased Real Property or otherwise possessed or controlled by the Transferred Companies. For the avoidance of doubt, in the case of clause (iii), the foregoing shall not include any electronic copies of such books and records to the extent transferred to Buyer or the Transferred Companies under the terms of the Transition Services Agreement. (b) Subject to the requirements of this Section 5.03 and Section 5.04, Parent shall have the right to retain a copy of any or all books and records of the Transferred Companies (including emails) that are otherwise in the possession or under the control of Parent or any of its Affiliates relating to the conduct of the Business on or prior to the Closing Date (i) relating to information (including employment and medical records) regarding the employees of the Transferred Companies, (ii) as may be required by any Governmental Authority, including pursuant to any applicable Law or regulatory request, (iii) as may be deemed appropriate in connection with any Action commenced or threatened by any Person (including any Governmental Authority), or (iv) as may be necessary for Parent to perform their respective obligations pursuant to any Transaction Agreement, in each case subject to restrictions imposed by applicable privacy Laws. (c) Subject to the standard document retention policies of each Party and its Affiliates, for a period of six (6) years following the Closing, each Party shall preserve all pre-Closing Date books and records of the Transferred Companies and the Business possessed or controlled by such Person. During such period, upon any reasonable request from party or its authorized Representatives (the “Requesting Party”), the other party or any of its Affiliates holding such books and records (the “Di...
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Records Preservation. Subject to its confidentiality obligations hereunder, the Seller and its Affiliates shall have the right to retain copies of all books and records of the Business relating to periods ending on or prior to the Closing Date (and, with respect to the Indian Business, if applicable, the Deferred India Closing Date). The Buyer will preserve and keep, or cause to be preserved and kept, all original books and records in respect of the Business in respect of the pre-Closing period that are in the possession of the Buyer or any of its Affiliates for the longer of (i) any applicable statute of limitations (including applicable extensions), and (ii) a period of six (6) years from the Closing Date.
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Related to Records Preservation

  • Historic Preservation Subrecipient agrees to comply with the Historic Preservation requirements set forth in the National Historic Preservation Act of 1966, as amended (16 U.S.C. 470) and the procedures set forth in 36 CFR 800, Protection of Historic Properties, insofar as they apply to the performance of this Contract. In general, this requires concurrence from the State Historic Preservation Officer for all rehabilitation and demolition of historic properties that are fifty years old or older or that are included on a Federal, State, or local historic property list.

  • Preservation of Records The Assuming Bank agrees that it will preserve and maintain for the joint benefit of the Receiver, the Corporation and the Assuming Bank, all Records of which it has custody for such period as either the Receiver or the Corporation in its discretion may require, until directed otherwise, in writing, by the Receiver or Corporation. The Assuming Bank shall have the primary responsibility to respond to subpoenas, discovery requests, and other similar official inquiries with respect to the Records of which it has custody.

  • Preservation of Books and Records (a) The Sellers and their Affiliates shall have the right to make and retain copies (at their sole expense) of all books and records relating to the Transferred Assets for the periods ending on or before the Closing Date. The Buyer agrees that it shall preserve and keep all original books and records in respect of the Transferred Assets in the possession or control of the Buyer or its Affiliates for at least the longer of (i) any applicable statute of limitations and (ii) a period of six (6) years from the Closing Date. The Sellers and their Affiliates shall also have the right to retain all original IRS Forms W-8 and W-9 in respect of the Transferred Assets relating to periods ending on or before the Closing Date. (b) During such six (6)-year or longer period, (i) representatives of the Sellers and their Affiliates shall, upon reasonable notice and for any reasonable business purpose, have access during normal business hours to confidentially examine, inspect and copy such books and records and (ii) the Buyer shall provide to the Sellers or their Affiliates access to such books and records relating to the Transferred Assets as the Sellers or their Affiliates shall reasonably request in connection with any action, suit, arbitration, proceeding or investigation to which a Seller or any of its Affiliates are parties or in connection with the requirements of any Applicable Law applicable to a Seller or any of its Affiliates. The Sellers or their Affiliates, as applicable, shall return such original books and records to the Buyer or such Affiliate of the Buyer as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence. (c) After such six (6)-year or longer period, before the Buyer or any Affiliate of the Buyer shall dispose of any of such books and records, the Buyer shall give at least ninety (90) days’ prior written notice of such intention to dispose to the Sellers, and the Sellers or any of their Affiliates shall be given an opportunity, at their cost and expense, to remove and retain all or any part of such books and records as it may elect.

  • Preservation of Property Bank shall not be bound to take any steps necessary to preserve any rights in any property pledged as collateral to Bank to secure Borrower and/or Guarantor's Liabilities and Obligations as against prior parties who may be liable in connection therewith, and Borrower and Guarantor hereby agree to take any such steps. Bank, nevertheless, at any time, may (a) take any action it deems appropriate for the care or preservation of such property or of any rights of Borrower and/or Guarantor or Bank therein; (b) demand, sue for, collect or receive any money or property at any time due, payable or receivable on account of or in exchange for any property pledged as collateral to Bank to secure Borrower and/or Guarantor's Liabilities to Bank; (c) compromise and settle with any person liable on such property; or (d) extend the time of payment or otherwise change the terms of the Loan Documents as to any party liable on the Loan Documents, all without notice to, without incurring responsibility to, and without affecting any of the Obligations or Liabilities of Guarantor.

  • Preservation of Business From the date of this Agreement until the Closing Date, the Company and the Parent shall operate only in the ordinary and usual course of business consistent with their respective past practices (provided, however, that Parent shall not issue any securities without the prior written consent of the Company), and shall use reasonable commercial efforts to (a) preserve intact their respective business organizations, (b) preserve the good will and advantageous relationships with customers, suppliers, independent contractors, employees and other persons material to the operation of their respective businesses, and (c) not permit any action or omission that would cause any of their respective representations or warranties contained herein to become inaccurate or any of their respective covenants to be breached in any material respect.