Records Preservation Sample Clauses

Records Preservation. Subject to the requirements of this Section 5.03, each of the Seller Parties shall have the right to retain copies of all Documents relating to periods ending on or prior to the Closing Date (a) relating to information (including employment and medical records) regarding the Business Employees, (b) as may be required by any Governmental Authority, including pursuant to any applicable Law or regulatory request or (c) as may be necessary for any of the Seller Parties 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 Documents and any copies thereof in their possession for the longer of (i) any applicable statute of limitations and (ii) a period of six (6) years from the Closing Date; provided, however, that any electronic mail shall be required to be preserved and kept only for a period of three (3) years (the “Retention Period”). During such applicable Retention Period, (A) Representatives of 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 Documents and (B) the parties hereto shall provide, or cause to be provided, to the other parties hereto and their respective Affiliates, access to such Documents 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, in each case except as determined in good faith to be necessary to (1) ensure compliance with any applicable Law, (2) preserve any applicable privilege (including the attorney-client privilege), (3) comply with any contractual confidentiality obligations, or (4) restrict or prohibit access to Confidential Information (in the good faith judgment of the party claiming such exception).

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.

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.

Records Preservation. Subject to the requirements of this Section 5.03, the Sellers and their respective Affiliates shall have the right to retain copies of all books and records Related to the Business relating to periods ending on or prior to the Closing Date. The parties hereto shall preserve and keep, or cause to be preserved and kept, all original books and records Related to the Business and any copies thereof in their possession for the longer of (a) any applicable statute of limitations and (b) a period of five (5) years from the Closing Date. During such five-year or longer period, Representatives of the Sellers, the Acquiror 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. During such five-year or longer 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 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 Sellers or their Affiliates, as applicable, shall return such books and records (including, for the avoidance of doubt, both original books and records and any copies thereof) to the Acquiror or its designated Affiliate, following which the Sellers and their respective Affiliates shall no longer retain any books and records Related to the Business (as conducted by Sellers and their respective Affiliates prior to the Closing) including any copies thereof; provided, however, that the Sellers and any of their respective 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. The Sellers shall give notice to the Acquiror of any books and records retained by any of them or their respective Affiliates following such five-year period and the confidentiality obligations of the Sellers and their respective Affiliates pursuant to Section 5.04 shall continue to apply in respe...

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

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.

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...

Records Preservation. Subject to its confidentiality obligations hereunder, 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 greater of (i) any applicable statute of limitations (including applicable extensions), and (ii) a period of six (6) years from the Closing Date.