Common use of Books and Records; Access and Assistance Clause in Contracts

Books and Records; Access and Assistance. (a) On the Closing Date, Sellers shall deliver or cause to be delivered to Purchaser or the Company any Business Records and other accounting, legal, auditing, Tax, and other books and records of the Business relating to (i) the conduct of the Business or (ii) the ownership of the Company, in each case prior to the Closing Date, that are not otherwise in the possession of the Company. (b) For a period of seven (7) years after the Closing Date, Purchaser shall retain, or cause a Subsidiary to retain, all Business Records and other accounting, legal, auditing, Tax, and other books and records of the Business relating to (i) the conduct of the Business or (ii) the ownership of the Company, in each case prior to the Closing Date. Notwithstanding the foregoing, Purchaser may dispose of any such Business Records or other books and records during such seven (7) year period if the same are first are offered in writing to Sellers and not accepted by any Seller within thirty (30) days of such offer. (c) After the Closing Date, Purchaser shall permit Sellers and their Representatives to have reasonable access to, and to inspect and copy, at Sellers’ expense, any Business Records and other books and records referred to in Section 6.2(b) that Sellers require for financial reporting, or accounting purposes. Sellers shall keep confidential all such Business Records and other books and records in accordance with Section 6.3(b). (d) If after the Closing either Party is contesting or defending against any Proceeding, hearing, investigation, claim, or demand relating to (i) any Transaction or (ii) any fact, situation, condition, event, action, failure to act, or transaction occurring prior to the Closing Date involving the Company or the Business, the other Party shall (A) fully cooperate with the contesting or defending party and its counsel in, and assist the contesting or defending party and its counsel with, the contest or defense, (B) make available such other Party’s personnel (including for purposes of fact finding, consultation, interviews, depositions, and, if required, as witnesses), and (C) provide such information, testimony, and access to its books and records, in each case as shall be reasonably requested in connection with the contest or defense, all at the sole cost and expense (not including employee compensation and benefits costs) of the contesting or defending Party; provided, however, that the foregoing shall not apply to any matter for which the contesting or defending Party is seeking indemnification under ARTICLE IX or involving a dispute between the Parties.

Books and Records; Access and Assistance. (a) On the Closing Date, Sellers shall deliver or cause to be delivered to Purchaser or the Company any Business Records and other accounting, legal, auditing, Tax, and other books and records of the Business relating to (i) the conduct of the Business or (ii) the ownership of the Company, in each case prior to the Closing Date, that are not otherwise in the possession of the Company. (b) For a period of seven (7) years after the Closing Date, Purchaser shall retain, or cause a Subsidiary to retain, all Business Records and other accounting, legal, auditing, Tax, and other books and records of the Business relating to (i) the conduct of the Business or (ii) the ownership of the Company, in each case prior to the Closing Date. Notwithstanding the foregoing, Purchaser may dispose of any such Business Records or other books and records during such seven (7) year period if the same are first are offered in writing to Sellers and not accepted by any Seller Sellers within thirty (30) days of such offer. (c) After the Closing Date, Purchaser shall permit Sellers and their respective Representatives to have reasonable access to, and to inspect and copy, at Sellers’ expense, any Business Records and other books and records referred to in Section 6.2(b) that Sellers require for financial reporting, or accounting purposes. Sellers shall keep confidential all such Business Records and other books and records in accordance with Section 6.3(b). (d) If after the Closing either any Party is contesting or defending against any Proceeding, hearing, investigation, claim, or demand relating to (i) any Transaction or (ii) any fact, situation, condition, event, action, failure to act, or transaction occurring prior to the Closing Date involving the Company or the Business, the other Party shall (A) fully cooperate with the contesting or defending party and its counsel in, and assist the contesting or defending party and its counsel with, the contest or defense, (B) make available such other Party’s personnel (including for purposes of fact finding, consultation, interviews, depositions, and, if required, as witnesses), and (C) provide such information, testimony, and access to its books and records, in each case as shall be reasonably requested in connection with the contest or defense, all at the sole cost and expense (not including employee compensation and benefits costs) of the contesting or defending Party; provided, however, that the foregoing shall not apply to any matter for which the contesting or defending Party is seeking indemnification under ARTICLE IX or involving a dispute between the Parties.

Books and Records; Access and Assistance. (a) On the Closing Date, Sellers Seller shall deliver or cause to be delivered to Purchaser or the Company any Business Records and other accounting, legal, auditing, Tax, and other books and records of the Business relating to (i) the conduct of the Business or (ii) the ownership of the Company, in each case prior to the Closing Date, that are not otherwise in the possession of the Company. (b) For a period of seven (7) years after the Closing Date, Purchaser shall retain, or cause a Subsidiary to retain, all Business Records and other accounting, legal, auditing, Tax, and other books and records of the Business relating to (i) the conduct of the Business or (ii) the ownership of the Company, in each case prior to the Closing Date. Notwithstanding the foregoing, Purchaser may dispose of any such Business Records or other books and records during such seven (7) year period if the same are first are offered in writing to Sellers Seller and not accepted by any Seller within thirty (30) days of such offer. (c) After the Closing Date, Purchaser shall permit Sellers Seller and their Seller’s Representatives to have reasonable access to, and to inspect and copy, at Sellers’ Seller’s expense, any Business Records and other books and records referred to in Section 6.2(b) that Sellers require Seller requires for tax, financial reporting, or accounting purposes. Sellers Seller shall keep confidential all such Business Records and other books and records in accordance with Section 6.3(b). (d) If after the Closing either Party is contesting or defending against any Proceeding, hearing, investigation, claim, or demand relating to (i) any Transaction or (ii) any fact, situation, condition, event, action, failure to act, or transaction occurring prior to the Closing Date involving the Company or the Business, the other Party shall (A) fully reasonably cooperate with the contesting or defending party and its counsel in, and assist the contesting or defending party and its counsel with, the contest or defense, (B) make available such other Party’s personnel (including for purposes of fact finding, consultation, interviews, depositions, and, if required, as witnesses), and (C) provide such information, testimony, and access to its books and records, in each case as shall be reasonably requested in connection with the contest or defense, all at the sole cost and expense (not including employee compensation and benefits costs) of the contesting or defending Party; provided, however, that the foregoing shall not apply to any matter for which the contesting or defending Party is seeking indemnification under ARTICLE IX or involving a dispute between the Parties.

Books and Records; Access and Assistance. (a) On the Closing Date, Sellers the Company shall deliver or cause to be delivered to Purchaser or the Company any Business Records and other accounting, legal, auditing, Tax, and other books and records of the Business relating to (i) the conduct of the Business or (ii) the ownership of the Company, in each case prior to the Closing Date, that are not otherwise in the possession of the Company. (b) For a period of seven (7) years after the Closing Date, Purchaser shall retain, or cause a Subsidiary to retain, all Business Records and other accounting, legal, auditing, Tax, and other books and records of the Business relating to (i) the conduct of the Business or (ii) the ownership of the Company, in each case prior to the Closing Date. Notwithstanding the foregoing, Purchaser may dispose of any such Business Records or other books and records during such seven (7) year period if the same are first are offered in writing to Sellers the Shareholders Representative and not accepted by any Seller the Shareholders Representative within thirty (30) days of such offer. (c) After the Closing Date, Purchaser shall permit Sellers and their Representatives the Shareholders Representative to have reasonable access to, and to inspect and copy, at Sellers’ the Shareholders Representative’s expense, any Business Records and other books and records referred to in Section 6.2(b7.2(b) that Sellers require the Shareholders Representative requires for financial reporting, or accounting purposes. Sellers The Shareholders Representative shall keep confidential all such Business Records and other books and records in accordance with Section 6.3(b7.3(b). (d) If after the Closing either any Party is contesting or defending against any Proceeding, hearing, investigation, claim, or demand relating to (i) any Transaction or (ii) any fact, situation, condition, event, action, failure to act, or transaction occurring prior to the Closing Date involving the Company or the Business, the other Party shall (A) fully cooperate with the contesting or defending party and its counsel in, and assist the contesting or defending party and its counsel with, the contest or defense, (B) make available such other Party’s personnel (including for purposes of fact finding, consultation, interviews, depositions, and, if required, as witnesses), and (C) provide such information, testimony, and access to its books and records, in each case as shall be reasonably requested in connection with the contest or defense, all at the sole cost and expense (not including reimbursement for employee compensation and benefits costs) of the contesting or defending Party; , provided, however, that the foregoing shall not apply to any matter for which the contesting or defending Party is seeking indemnification under ARTICLE IX X or involving a dispute between the Parties.

Books and Records; Access and Assistance. (a) On the Closing Date, Sellers Owner and Seller shall deliver or cause to be delivered to Purchaser or the applicable Company any Business Records and other accounting, legal, auditing, Tax, and other books and records of the Company Business relating to (i) the conduct of the Company Business or (ii) the ownership of the such Company, in each case prior to the Closing Date, that are not otherwise in the possession of the such Company. (b) For a period of seven (7) years after the Closing Date, Purchaser the applicable Company shall retain, or cause a Subsidiary to retain, all Business Records and other accounting, legal, auditing, Tax, and other books and records of the Company Business relating to (i) the conduct of the Company Business or (ii) the ownership of the such Company, in each case prior to the Closing Date. Notwithstanding the foregoing, Purchaser any Company may dispose of any such Business Records or other books and records during such seven (7) year period if the same are first are offered in writing to Sellers Owner and Seller and not accepted by any Owner and Seller within thirty (30) days of such offer. (c) After the Closing Date, Purchaser the Companies shall permit Sellers Owner, Seller and their respective Representatives to have reasonable access to, and to inspect and copy, at Sellers’ Owner and/or Seller’s expense, any Business Records and other books and records referred to in Section 6.2(b) that Sellers Owner or Seller require for financial reporting, or accounting purposes. Sellers Owner and Seller shall keep confidential all such Business Records and other books and records in accordance with Section 6.3(b). (d) If after the Closing either Party is contesting or defending against any Proceeding, hearing, investigation, claim, or demand relating to (i) any Transaction or (ii) any fact, situation, condition, event, action, failure to act, or transaction occurring prior to the Closing Date involving the any Company or the Company Business, the other Party shall (A) fully cooperate with the contesting or defending party and its counsel in, and assist the contesting or defending party and its counsel with, the contest or defense, (B) make available such other Party’s personnel (including for purposes of fact finding, consultation, interviews, depositions, and, if required, as witnesses), and (C) provide such information, testimony, and access to its books and records, in each case as shall be reasonably requested in connection with the contest or defense, all at the sole cost and expense (not including employee compensation and benefits costs) of the contesting or defending Party; provided, however, that the foregoing shall not apply to any matter for which the contesting or defending Party is seeking indemnification under ARTICLE IX or involving a dispute between the Parties.