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ACCESS TO FORMER BUSINESS RECORDS Sample Clauses

ACCESS TO FORMER BUSINESS RECORDS. For a period of seven (7) --------------------------------- years after the Closing Time, or until any audits of Seller's tax returns relating to periods prior to or including the Closing Time are completed, whichever occurs later, Buyer will retain all business records constituting part of the Purchased Assets. During such period, Buyer will afford duly authorized representatives of Seller free and full access to all of such records and will permit such representatives, at Seller's expense, to make abstracts from, or to take copies of any of such records, or to obtain temporary possession of any thereof as may be reasonably required by Seller. For a like period, Seller will retain all business records related to the RPD Business which constitutes part of the Excluded Assets. During such period, Seller will afford duly authorized representatives of Buyer free and full access to all of such records and will permit such representatives, at Buyer's expense, to make abstracts from, or to take copies of any of such records, or to obtain temporary possession of any thereof as may be reasonably required by Buyer.
ACCESS TO FORMER BUSINESS RECORDSBuyer will retain all historical accounting, financial and Tax Records and all Records relating to the manufacture of products sold by the Business prior to the Closing Date for a period of seven (7) years following the Closing, and Buyer will retain all other material Records for a period of at least three (3) years following the Closing. During such periods, upon reasonable written notice and at Buyer's sole expense, Buyer will afford authorized representatives of either Seller (including their respective auditors) access to such Records at reasonable times and during normal business hours at the principal business office of the Business, or at such other location or locations at which such Records may be stored or maintained from time to time, and will permit such representatives to make abstracts from, or copies of, any of such Records, at such Seller's sole cost and expense. During such periods, Buyer will, upon the reasonable request of either Seller and at such Seller's expense (limited, however, to Buyer's reasonable out-of-pocket expenditures without regard to any employee cost or other overhead expenses), cooperate with such Seller in furnishing information, evidence, testimony, and other reasonable assistance in connection with any action, proceeding, Tax audit, or investigation to which such Seller or any of its Affiliates is subject relating to the business of the Business prior to the Closing; PROVIDED, HOWEVER, that such access does not unreasonably disrupt the normal operations of Buyer. Sellers shall, and shall cause their representatives to, use the information provided pursuant hereto solely for the purposes for which it may be requested as set forth herein. Following the expiration of the aforesaid three-year or seven-year period as applicable, Buyer may dispose of such work papers, books and records at any time upon giving 30 days' prior written notice to Sellers, unless Sellers agree to take possession of such work papers, books and records within such 30 days at no expense to Buyer.
ACCESS TO FORMER BUSINESS RECORDSAfter the Closing, Seller shall deliver immediately to Buyer any and all books and records which remain in their possession which are included in the Purchased Assets. After the Closing Time, Buyer will afford duly authorized representatives of Seller reasonable access to financial, tax and other books and records retained by it which constitute part of the Purchased Assets for any reasonable purpose, including, without limitation, litigation, financial and tax reporting purposes, and will permit such representatives, at Seller’s expense, to make abstracts from, or to take copies of any of such books and records, or to obtain temporary possession thereof as may be reasonably required by Seller. After the Closing Time, Seller will afford duly authorized representatives of Buyer reasonable access to financial, tax and other books and records retained by it which pertain to the Purchased Assets and the Assumed Obligations, if any, which are not included within the Purchased Assets for any reasonable purpose including, without limitation, litigation and financial and tax reporting, and will permit such representatives, at Buyer’s expense, to make abstracts from, or to take copies of any of such books and records, or to obtain temporary possession thereof as may be reasonably required by Buyer. Each party shall preserve and keep such books and records for a period of seven (7) years following the Closing Date, or for any longer period that may be required by any Governmental Authority or ongoing Proceeding; provided that any Party may dispose of any such books and records retained by it at any time provided that prior to any such disposition within the seven (7) years after the Closing Time a Party desiring to dispose of any such books and records shall give advance notice to the other Party and afford the other Party the opportunity to take possession or copy such books and records as the other Party may select.
ACCESS TO FORMER BUSINESS RECORDS. For a period of seven years following the Closing, the Purchaser will retain all business records constituting part of the Acquired Assets and the Assumed Liabilities. During such period, the Purchaser will afford authorized representatives of the Seller free and full access to all of such records at reasonable times and during normal business hours at the principal business office of the Purchaser, or at such other location or locations at which such business records may be stored or maintained from time to time, and will permit such representatives to make abstracts from, or copies of, any of such records, or to obtain temporary possession of any thereof as may be reasonably required by the Seller at the Seller's sole cost and expense. During such period, the Purchaser will, at the Seller's expense, cooperate with the Seller in furnishing information, evidence, testimony, and other reasonable assistance in connection with any action, proceeding, or investigation relating to the Seller's conduct of the Business prior to the Closing. The Purchaser shall not be liable for destruction of any such records which destruction is not the result of negligence or willful act.
ACCESS TO FORMER BUSINESS RECORDS. For a period of seven (7) years following the Closing, Buyer will retain all Records. During such period, upon reasonable written notice and at Seller's sole expense Buyer will afford authorized representatives of Seller (including its auditors) access to such Records in Buyer's possession at reasonable times and during normal business hours at the principal business office of the Business, or at such other location or locations at which such Records may be stored or maintained from time to time, and will permit such representatives to make abstracts from, or copies of, any of such Records, or to obtain temporary possession of any thereof as may be reasonably required by Seller at such Seller's sole
ACCESS TO FORMER BUSINESS RECORDS. 20 6.7 Access to Former Employees .................................................. 21 6.8
ACCESS TO FORMER BUSINESS RECORDSAfter the Closing, Balxxxx Xxchnology, Balxxxx Xxkel, Balxxxx Xxxx xxd Balxxxx Xxia shall deliver immediately to MEGTEC any and all books and records which remain in their possession which are included in the Purchased Assets and Retained Assets. After the Closing Time, Sequa and MEGTEC will afford duly authorized representatives of Balxxxx Xxchnology, Balxxxx Xxkel, Balxxxx Xxxx xxd Balxxxx Xxia reasonable access to financial, tax and other books and records retained by it which constitute part of the Purchased Assets and Retained Assets for any reasonable purpose, including, without limitation, litigation, financial and tax reporting purposes, and will permit such representatives, at Balxxxx Xxchnology's, Balxxxx Xxkel's, Balxxxx Xxal's or Balxxxx Xxia's expense, as the case may be, to make abstracts from, or to take copies of any of such books and records, or to obtain temporary possession thereof as may be reasonably required by Balxxxx Xxchnology, Balxxxx Xxkel,
ACCESS TO FORMER BUSINESS RECORDS. For a period of seven (7) years after the Closing, Buyer will afford duly authorized representatives of Seller free and full access to pre- Closing books and records of the Company and will permit such representatives, at Seller's expense, to make abstracts from, or to take copies of any of such records, or, at reasonable times and for reasonable periods, to obtain temporary possession of any thereof as may be reasonably required by Seller. During such period, Buyer will cooperate with Seller, and cause employees of the Company to cooperate with Seller, in furnishing information, evidence, testimony, and other assistance in connection with any action, proceeding, or investigation relating to the Company's conduct of the Business before the Closing.
ACCESS TO FORMER BUSINESS RECORDSFor a period of five years (ten years in the case of tax records and, with respect to the Xxxxx Xxxxxxx' indemnification obligations hereunder, indefinitely in the case of Product engineering and sales records) after the Closing, Norcross will afford duly authorized representatives of the Xxxxx Xxxxxxx free and full access during normal business hours to pre-Closing books and records of the North Safety Companies and will permit such representatives, at Xxxxx Seller's expense, to make abstracts from, or to take copies of any of such records, or to obtain temporary possession of any thereof as may be reasonably required by the Xxxxx Xxxxxxx. During such period, Norcross will cooperate with the Xxxxx Xxxxxxx, and cause employees of the North Safety Companies to cooperate with the Xxxxx Xxxxxxx, in furnishing information, evidence, testimony, and other assistance in connection with any action, proceeding, or investigation relating to the North Safety Companies' conduct of the North Safety Business before the Closing. Items or information EXECUTION COPY may be requested pursuant to this Section 7.3 only for legitimate business purposes (including satisfaction of reporting obligations) and may not be used for competitive purposes.
ACCESS TO FORMER BUSINESS RECORDS. (a) For a period of seven (7) years following the Closing, Buyer will retain all Records (including any (i) records that relate to Excluded Assets but would constitute Records if such records related to an Asset and (ii) Records that cannot be segregated in a commercially reasonable manner from the Assets or from records or assets of Buyer generated or acquired on or after the Closing Date). During such period, Buyer will afford authorized representatives of Seller (including its auditors) access to such Records at reasonable times and during normal business hours at the principal business