Retention of Records; Post-Closing Assistance Sample Clauses

Retention of Records; Post-Closing Assistance. After the Closing Date, Buyer shall retain for a period of no less than six years those material records of Seller delivered to Buyer as part of the Acquired Assets. Buyer shall also provide Seller and its representatives reasonable access to such records as well as to Buyer’s employees and representatives (including interviewing Buyer’s employees and participation of such employees in litigation or other third party claims including depositions, preparing and executing declarations, participating at trial and any other reasonably related matters) during normal business hours and on at least three days’ prior written notice, to enable Seller to prepare financial statements or Tax returns or to act with respect to Tax audits, to prosecute or defend third party claims or litigation as well as for any other reason reasonably related to this Agreement; provided, however, that Seller shall reimburse Buyer’s reasonable out of pocket expenses related thereto, including reimbursement for the reasonable cost to Buyer of the time of its employees. After the Closing Date, Seller shall use reasonable efforts to retain, or cause to be retained, for a period of no less than six years material records relating to the Business not included in the Acquired Assets and shall provide, or cause to be provided to, Buyer and its representatives from time to time, notice of the location and the reasonable access to such records. Furthermore, in the event necessary pursuant to legal proceedings brought against or by the Business, Seller shall not unreasonably withhold from Buyer copies of, or upon reasonable assurances as to the return of such document, originals, of records relating to the Business not included in the Acquired Assets.
AutoNDA by SimpleDocs
Retention of Records; Post-Closing Assistance. After the Closing Date, Buyer shall retain for a period consistent with Buyer’s current record-retention policies and practices those records of Seller delivered to Buyer as part of the Assets. Buyer shall also provide Seller and its representatives reasonable access to such records as well as to Buyer’s employees and representatives (including reasonable interviews of such employees which do not otherwise materially interfere with Buyer’s business operations) during normal business hours and on at least three days’ prior written notice, to enable Seller to prepare financial statements or Tax returns or to act with respect to Tax audits, to prosecute or defend third party claims or litigation as well as for any other reason reasonably related to this Agreement, Seller to reimburse Buyer’s reasonable out-of-pocket expenses related thereto. After the Closing Date, Seller shall provide, or cause to be provided to, Buyer and its representatives reasonable access to records relating to the Business not included in the Assets, if any, during normal business hours and on at least three days’ prior written notice, for any reasonable business purpose relating to the Business specified by Buyer in such notice.

Related to Retention of Records; Post-Closing Assistance

  • Retention of Records; Access 7.01 For so long as the contents thereof may become material in the administration of any matter under applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitation and (ii) seven years after the Closing Date, the Parties shall (a) retain records, documents, accounting data and other information (including computer data and the systems necessary to access such data) necessary for the preparation and filing of all Tax Returns in respect of Taxes of any member of the CCE Group or the Splitco Group or for any Tax Contests relating to such Tax Returns, and (b) give to the other Parties reasonable access to such records, documents, accounting data and other information (including computer data) and to its personnel (insuring their cooperation), systems and premises, for the purpose of the review or audit of such Tax Returns to the extent relevant to an obligation or liability of a Party under this Agreement or for purposes of the preparation or filing of any such Tax Return, the conduct of any Tax Contest or any other matter reasonably and in good faith related to the Tax affairs of the requesting Party. At any time after the Closing Date that TCCC or Splitco proposes to destroy such material or information, it shall first notify the other Party in writing and such other Party shall be entitled to receive such materials or information proposed to be destroyed.

  • Retention of Records The Contractor and its subcontractors shall maintain all records pertinent to this Agreement, and all other financial, statistical, property, participant records, and supporting documentation for a period of no less than seven (7) years from the later of the date of acceptance of the final payment or until all audit findings have been resolved. If any litigation, claim, negotiation, audit or other action involving the records has been started before the expiration of the retention period, the records shall be retained until completion of the action and resolution of all issues which arise from it, or until the end of the seven (7) years, whichever is later, and until any outstanding litigation, audit, or claim has been fully resolved.

  • Inspection and Retention of Records In addition to any other requirement under this Agreement or at law, Party must fulfill all state and federal legal requirements, and will comply with all requests appropriate to enable the Agency of Human Services, the U.S. Department of Health and Human Services (along with its Inspector General and the Centers for Medicare and Medicaid Services), the Comptroller General, the Government Accounting Office, or any of their designees: (i) to evaluate through inspection or other means the quality, appropriateness, and timeliness of services performed under this Agreement; and (ii) to inspect and audit any records, financial data, contracts, computer or other electronic systems of Party relating to the performance of services under Vermont’s Medicaid program and Vermont’s Global Commitment to Health Waiver. Party will retain for ten years all documents required to be retained pursuant to 42 CFR 438.3(u).

  • Retention of Records and Audit A. The Contractor shall maintain all financial data, supporting documents, and all other records relating to performance and billing under this Agreement for a period in accordance with state and federal law, a minimum retention period being no less than four (4) years after final payment under this Agreement. B. The Contractor shall permit the authorized representative of the Judicial Council or its designee or both at any reasonable time to inspect or audit all data relating to performance and billing to the Judicial Council under this Agreement. Without limiting the foregoing, this Agreement is subject to examinations and audit by the State Auditor for a period of three years after final payment.

  • Access and Retention of Records County agrees to provide the State Arresting Agencies, the Legislative Auditor, or their authorized agents with access to any records necessary to determine contract compliance. County agrees to create and retain records supporting the services rendered for a period of eight years after either the completion date of the Agreement or the conclusion of any claim, litigation, or exception relating to the Agreement taken by the State of Montana or third party.

  • Inspection of Records and Reports Every Trustee shall have the right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Trust. This inspection by a Trustee may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents. No Shareholder shall have any right to inspect any account, book or document of the Trust that is not publicly available, except as conferred by the Trustees. The books and records of the Trust may be kept at such place or places as the Board of Trustees may from time to time determine, except as otherwise required by law.

  • Location of Records The offices where the initial Servicer keeps all of its records relating to the servicing of the Pool Receivables are located at Xxx XXX Xxxxxx, Xxxxxxx, XX 00000.

  • Records Retention PROVIDER will preserve all contracting information, as defined under Texas Government Code, Section 552.003 (7), related to the Agreement for the duration of the Agreement and for seven years after the conclusion of the Agreement.

  • Medical Records Retention Grantee shall retain medical records in accordance with 22 TAC §165.1(b) or other applicable statutes, rules and regulations governing medical information.

  • REMOVAL OF RECORDS FROM PREMISES Where performance of the Contract involves use by the Contractor (or the Contractor’s subsidiaries, affiliates, partners, agents or subcontractors) of Authorized User owned or licensed papers, files, computer disks or other electronic storage devices, data or records at Authorized User facilities or offices, or via remote access, the Contractor (or the Contractor’s subsidiaries, affiliates, partners, agents or subcontractors) shall not remotely access, modify, delete, copy or remove such Records without the prior written approval of the Authorized User. In no case, with or without the written approval of the Authorized User, can the Authorized User data be accessed, moved or sent outside the continental United States.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!