Access and Assistance Sample Clauses

Access and Assistance. Buyer, each Company Party, Seller and their Affiliates shall provide each other with such assistance as may reasonably be requested by any of them in connection with the preparation of any Tax Return, any audit or other examination by any Taxing Authority, any judicial or administrative proceedings relating to liability for Taxes, or any other claim arising under this Agreement, and each shall retain and provide the others with any records or information that may be relevant to any such Tax Return, audit or examination, proceeding or claim. Such assistance shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and shall include providing copies of any relevant Tax Returns and supporting work schedules which assistance shall be provided without charge except for reimbursement of reasonable out-of-pocket expenses.

Access and Assistance. Client shall grant the Provider and its authorized personnel access to its facilities, systems, and information as required for the purpose of delivering the services. Client agrees to offer reasonable assistance, including the availability of Client's personnel, for consultations, meetings, and implementation activities related to the services. Client is responsible for providing data necessary for the AI services. The data must meet the quality standards specified by the Provider, including accuracy, completeness, and relevancy. Client shall ensure that it has the right to use and provide such data to the Provider for the purpose of delivering the services, adhering to applicable data protection and privacy laws. Client is responsible for ensuring that its use of the AI services complies with all applicable laws, regulations, and industry standards. This includes data protection and privacy laws, intellectual property rights laws, and any specific regulations governing Client’s industry. Client shall implement reasonable security measures to protect access to its systems and the data used in conjunction with the AI services. Client agrees to maintain the confidentiality of any proprietary information or tools provided by the Provider as part of the services. Client will cooperate with the Provider in good faith and coordinate internally to facilitate the effective delivery and implementation of the AI services. This includes timely feedback and decision-making to support project timelines.

Access and Assistance. After the Closing, upon reasonable notice, the Buyer shall furnish, or cause to be furnished, to the Seller and its Affiliates, and their accountants, counsel and other representatives, access to such information, personnel and assistance relating to the Group Companies as may be reasonably necessary for the Seller’s and its Affiliates’ financial reporting and accounting matters and any Tax matter, or the defence or prosecution of, or response required under or pursuant to, any lawsuit, action or proceeding, and the Seller shall furnish, or cause to be furnished, to the Buyer and its Affiliates, and their accountants, counsel and other representatives, access to such information in the possession of the Seller and its Affiliates and relating to the Group Companies as may be reasonably necessary for the Buyer and the Group Companies’ financial reporting and accounting matters and any Tax matter, or the defence or prosecution of, or response required under or pursuant to, any lawsuit, action or proceeding.

Access and Assistance. The Shareholders Representative and Buyer shall, upon written request of the other, provide the other, and the Buyer shall cause the Corporation and its Subsidiaries to provide the Shareholders Representative, with such assistance as may be reasonably requested by any of them in connection with the preparation of any Tax Return, audit, or other examination by any Tax Authority, or any Tax Authority or judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the other, and Buyer shall cause the Corporation and its Subsidiaries to retain and provide the Shareholders Representative with, any records or other information that may be relevant to such Tax Return, audit or examination, proceeding or determination. The Shareholders Representative and Buyer shall provide the other with any final determination of any such audit or examination, proceeding or determination that affects any amount required to be shown on any Tax Return of the other or the Corporation or its Subsidiaries for any period. Such assistance shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and shall include providing copies of any relevant Tax Returns and supporting work schedules, which assistance shall be provided without charge except for reimbursement of reasonable out-of-pocket expenses. Without limiting the generality of the foregoing, Buyer shall retain, and shall cause the Corporation and its Subsidiaries to retain, and the Shareholders Representative shall retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all Tax Returns, supporting work schedules, and other records or information that may be relevant to such returns for all taxable periods or portions thereof ending before or including the Closing Date and shall not destroy or otherwise dispose of any such records without first providing the other party with a reasonable opportunity to review and copy the same. Each party shall bear its own expenses in complying with the foregoing provisions.

Access and Assistance. If the Authority or its authorised agents are carrying out an audit under Paragraph 92.5.1, the Supplier shall grant the Authority (or its authorised agents) reasonable right of access to: any premises of the Supplier which are used in connection with the preparation of the provisional or final Load Shape; and the Customer Site Specific information used to prepare the provisional or final Load Shape.

Access and Assistance. (a) During the Interim Period, Contributor will afford Corporation reasonable access, at Corporation’s sole cost, risk and expense, during normal business hours and in such manner as not to unreasonably interfere with normal operation of Contributor’s business, to the Records and other Assets of Contributor, any other information reasonably requested by Corporation (to the extent in the possession or control of Contributor), and the employees of Contributor and its Affiliates responsible for and knowledgeable about such Records, other Assets, or other information, for the purpose of Corporation conducting a reasonable due diligence review of the Assets or to prepare for the transition of the Assets from Contributor to Corporation, but only to the extent that Contributor may do so without violating any contractual obligations to a Third Party and to the extent that Contributor has the authority to grant such access. Contributor shall use reasonable efforts to obtain a waiver of any such obligations or any consent necessary to provide such access. Contributor shall have the right to have a Representative present at all times during such review. (b) Notwithstanding Section 6.2(a), Corporation shall have no right of access to, and Contributor shall not have any obligation to provide to Corporation, information relating to: (i) bids received from others in connection with the Transaction (or similar transactions) and information and analyses (including financial analyses) relating to such bids; (ii) any information the disclosure of which would be reasonably likely to result in a waiver of any legal privilege available to Contributor relating to such information or would cause Contributor to breach a contractual obligation which is not waived in accordance with Section 6.2(a) but Contributor shall use reasonable efforts to obtain a waiver of such obligation; (iii) any information the disclosure of which would result in a violation of Law; or (iv) the Excluded Records. (c) Prior to Closing, Corporation shall hold in confidence all such requests for information and information received or reviewed in accordance with this Section 6.2 on the terms and subject to the conditions contained in the Confidentiality Agreement.

Access and Assistance. Upon receipt of reasonable advance notice, the Company will afford Parent and its authorized representatives reasonable access from the Execution Date through the Closing Date, during normal business hours to the Company’s and its Subsidiaries offices, customers, properties, books and records, and the Company’s officers will cause the Company to furnish Parent with such additional information regarding the Business as Parent reasonably requests. Access provided to the customers of the Company or its Subsidiaries shall be subject to reasonable restrictions set by the Company.

Access and Assistance. The Seller must procure that the Group gives assistance to the Buyer as may reasonably be required by the Buyer in order to seek any third party consents required under any material property lease, customer or supplier agreement of the Business through the acquisition of the Company by the Buyer. This undertaking terminates from the earlier of termination of this agreement and Completion occurring.

Access and Assistance. In order for us to install, provision, test, maintain, repair, replace or decommission the Service or otherwise perform our obligations or exercise our rights under this Agreement, you must provide all assistance and co-operation that we reasonably request, which may include: