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 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).
Sample 1
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. 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 by the City under the Public Records Act, Chapter 42.56 RCW (“the Act”). Consultant agrees to safeguard and preserve records in accordance with the Act. The City may be required, upon request, to disclose the Agreement, and the documents and records submitted to the City by Consultant, unless an exemption under the Public Records Act applies. 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 at no cost to the City.
Sample 1
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...
Sample 1
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.
Sample 1
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.
Sample 1
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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
Sample 1
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. Section 8.03.
Sample 1

Related to Records Preservation

  • 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 For a period of six (6) years from the Closing Date or such longer time as may be required by Law:

  • 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 The Seller will keep its business and properties substantially intact, including its present operations, physical facilities, working conditions, and relationships with lessors, licensors, suppliers, customers, and employees.

  • Preservation of Organization The Sellers shall use their best efforts to preserve the business organization of the Company (including Subsidiaries) intact and to persuade all employees of the Company or Subsidiaries to remain in its employment after the Closing; provided that nothing herein contained shall be deemed to constitute an obligation of the Sellers, Purchaser or the Company to continue the employment of any such employee. The Sellers shall also use their best efforts to retain, preserve and maintain the business relations of the Company or the Subsidiaries with its suppliers, customers and others having business relationships with it.

  • Preservation and Protection of Collateral (a) The Administrative Agent shall be under no duty or liability with respect to the collection, protection or preservation of the Collateral, or otherwise, beyond the use of reasonable care in the custody and preservation thereof while in its possession.

  • Inspection of Property, Books and Records The Borrower will keep, and will cause each Subsidiary to keep, proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities; and will permit, and will cause each Subsidiary to permit, representatives of any Bank at such Bank's expense to visit and inspect any of their respective properties, to examine and make abstracts from any of their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants, all at such reasonable times and as often as may reasonably be desired.

  • Preservation of Collateral Following the occurrence of a Default or Event of Default, in addition to the rights and remedies set forth in Section 11.1 hereof, Agent: (a) may at any time take such steps as Agent deems necessary to protect Agent’s interest in and to preserve the Collateral, including the hiring of such security guards or the placing of other security protection measures as Agent may deem appropriate; (b) may employ and maintain at any of any Borrower’s premises a custodian who shall have full authority to do all acts necessary to protect Agent’s interests in the Collateral; (c) may lease warehouse facilities to which Agent may move all or part of the Collateral; (d) may use any Borrower’s owned or leased lifts, hoists, trucks and other facilities or equipment for handling or removing the Collateral; and (e) shall have, and is hereby granted, a right of ingress and egress to the places where the Collateral is located, and may proceed over and through any of Borrowers’ owned or leased property. Each Borrower shall cooperate fully with all of Agent’s efforts to preserve the Collateral and will take such actions to preserve the Collateral as Agent may direct. All of Agent’s expenses of preserving the Collateral, including any expenses relating to the bonding of a custodian, shall be charged to Borrowers’ Account as a Revolving Advance maintained as a Domestic Rate Loan and added to the Obligations.

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