Common use of Access to and Retention of Books and Records Clause in Contracts

Access to and Retention of Books and Records. (a) All of the books, records, files and other information, including electronic records, acquired by Purchaser shall remain reasonably available to Seller, and all books, records, files and other information, including electronic records, retained by Seller relating to the Business shall remain reasonably available to Buyer, for review and copying for a period of seven (7) years following the Closing Date or for any longer periods as may be required specifically by any governmental entity or ongoing litigation, provided that such access shall not unreasonably interfere with the business operation of the party in possession, reasonable advance written notice shall have been given and the requesting party may only use such information for legitimate business purposes relating to the period prior to the Closing Date. Books and records, including without limitation, historical financial and tax information, acquired by Purchaser or retained by Seller shall be retained by the parties in compliance with applicable governmental requirements for records retention. If at any time within seven (7) years following Closing Purchaser or Seller wishes to dispose of books and records related to the Business, the party wishing to dispose shall give prior written notice to the other party of its intention, specifying the books and records of which it wished to dispose. If, within 45 days of receipt of such notice, the notified party has not given instructions to the notifying party to deliver specified books and records to it, the notifying party may dispose of such books and records. Notice shall be given as described in Section 7.9 below. (b) Without limiting the provisions of Section 5.8(a), all of the personnel of Camtronics, and all books, records, files and other information, and electronic records, including without limitation, historical financial and tax information, necessary for the Seller or Seller's auditors to promptly complete any financial review of any tax period ending prior to the Closing Date, and prepare any financial statements or other documents pertaining thereto shall be made accessible and reasonably available to Seller provided that such accessibility shall not unreasonably interfere with the business operation of Camtronics.

Access to and Retention of Books and Records. (a) All of -------------------------------------------- the books, records, files and other information, including electronic records, acquired by Purchaser Buyer shall remain reasonably available to Seller, and all books, records, files and other information, including electronic records, retained by Seller relating to the Business Assets shall remain reasonably available to Buyer, for review and copying for a period of seven (7) years following the Closing Date or for any longer periods as may be required specifically by any governmental entity or ongoing litigation, provided that such access shall not unreasonably interfere with the business operation of the party in possession, reasonable advance written notice shall have been given and the requesting party may only use such information for legitimate business purposes relating to the period prior to the Closing Date. Books and records, including without limitation, historical financial and tax information, acquired by Purchaser Buyer or retained by Seller shall be retained by the parties in compliance with applicable governmental requirements for records retention. If at any time within seven (7) years following Closing Purchaser Buyer or Seller wishes to dispose of books and records related to the Business, the party wishing to dispose shall give prior written notice to the other party of its intention, specifying the books and records of which it wished to dispose. If, within 45 days of receipt of such notice, the notified party has not given instructions to the notifying party to deliver specified books and records to it, the notifying party may dispose of such books and records. Notice shall be given as described in Section 7.9 13(e) below. (b) Without limiting . The parties acknowledge that the provisions foregoing time limitations shall not apply to any sales records of Section 5.8(a), all of the personnel of CamtronicsSeller acquired by Buyer, and all books, records, files and other information, and electronic records, including without limitation, historical financial and tax information, necessary for the Seller or Seller's auditors to promptly complete any financial review of any tax period ending prior to the Closing Date, and prepare any financial statements or other documents pertaining thereto such sales records shall be made accessible retained indefinitely so that Buyer and reasonably available Seller can have access to Seller provided that such accessibility shall not unreasonably interfere records in connection with the business operation of Camtronicsany Warranty Claims.

Access to and Retention of Books and Records. (a) All of On the booksClosing Date, recordsto the extent practicable, files and other information, including electronic records, acquired by Purchaser shall remain reasonably available to Sellerreceive possession of, and all booksright, recordstitle and interest in, files and other informationthe Branch Records, including electronic records, retained by Seller but not limited to all books and records relating to the Business shall remain Advance Accounts, the Deposit Liabilities, the Overdrafts, the Assets, the Assumed Liabilities and the operation of the Branch which are in the possession of the Seller and reasonably available capable of being separated from Seller's other business records and delivered to Buyer, for review and copying Purchaser without undue burden or expense; provided that for a period of seven at least six (76) years following from the Closing Date or for Date, each party shall have reasonable access to any longer periods as may be required specifically by any governmental entity or ongoing litigation, provided that such access shall not unreasonably interfere with books and records in the business operation possession of the other party in possessionand the books and records of the Branch, reasonable advance written notice shall have been given and the requesting party party, at its own expense, may make copies and extracts when such copies and extracts are required by regulatory authorities, for litigation purposes, accounting purposes or as otherwise appropriate; provided further that in the event that as of the end of such period, any tax year of the Seller is under examination by any taxing authority, such books and records shall be maintained by Purchaser until a final determination of the tax liability of Seller for that year has been made, but Purchaser shall only use be obligated to maintain such information for legitimate business purposes relating to books and records beyond the expiration of such period if the Purchaser has received, at least two weeks prior to the Closing Date. Books expiration of such period, written notice from Seller to the effect that such books and records are needed, reasonably identifying such books and records, and agreeing to pay the costs of producing or copying such books and records. If such copies or extracts require the use of a party's equipment or facilities, the user shall reimburse the other party for all costs incurred, including without limitation, historical financial employee expenses. Notwithstanding the foregoing, except as expressly set forth in this Section 14.2, neither party shall have any obligation to retain records beyond any statutorily required or commonly accepted time limit. Purchaser agrees to maintain records with respect to the Branch for the applicable periods set forth above. Notwithstanding anything to the contrary contained herein (i) the obligations of the parties hereto under this Section 14.2 shall be subject to all applicable laws relating to the confidentiality of bank records; and tax information, acquired by Purchaser or retained by (ii) Seller shall be retained by the parties in compliance with applicable governmental requirements for records retention. If at any time within seven (7) years following Closing have no obligation to provide to Purchaser or Seller wishes to dispose of books and records related proprietary information that is unrelated to the Business, the party wishing processing or resolution of disputes or bona-fide inquiries relating to dispose shall give prior written notice to the other party of its intention, specifying the books and records of which it wished to dispose. If, within 45 days of receipt of such notice, the notified party has not given instructions to the notifying party to deliver specified books and records to it, the notifying party may dispose of such books and records. Notice shall be given as described in Section 7.9 belowCustomers. (b) Without limiting the provisions of Section 5.8(a), all of the personnel of Camtronics, and all books, records, files and other information, and electronic records, including without limitation, historical financial and tax information, necessary for the Seller or Seller's auditors to promptly complete any financial review of any tax period ending prior to the Closing Date, and prepare any financial statements or other documents pertaining thereto shall be made accessible and reasonably available to Seller provided that such accessibility shall not unreasonably interfere with the business operation of Camtronics.

Access to and Retention of Books and Records. (a) All of the books, records, files and other information, including electronic records, acquired by Purchaser shall remain reasonably available to Seller, and all books, records, files and other information, including electronic records, retained by Seller relating to the Business shall remain reasonably available to Buyer, for review and copying for a period of seven (7) years following the Closing Date or for any longer periods as may be required specifically by any governmental entity or ongoing litigation, provided that such access shall not unreasonably interfere with the business operation of the party in possession, reasonable advance written notice shall have been given and the requesting party may only use such information for legitimate business purposes relating to the period prior to the Closing Date. Books and records, including without limitation, historical financial and tax information, acquired by Purchaser or retained by Seller shall be retained by the parties in compliance with applicable governmental requirements for records retention. If at any time within seven (7) years following Closing Purchaser or Seller wishes to dispose of books and records related to the Business, the party wishing to dispose shall give prior written notice to the other party of its intention, specifying the books and records of which it wished to dispose. If, within 45 days of receipt of such notice, the notified party has not given instructions to the notifying party to deliver specified books and records to it, the notifying party may dispose of such books and records. Notice shall be given as described in Section 7.9 below. (b) Without limiting the provisions of Section 5.8(a), all of the personnel of Camtronics, and all books, records, files and other information, and electronic records, including without limitation, historical financial and tax information, necessary for the Seller or Seller's ’s auditors to promptly complete any financial review of any tax period ending prior to the Closing Date, and prepare any financial statements or other documents pertaining thereto shall be made accessible and reasonably available to Seller provided that such accessibility shall not unreasonably interfere with the business operation of Camtronics.