Books and Records of Seller. (a) Seller agrees to deliver, or cause to be delivered, to Buyer on or as soon as practicable after the Closing, all books and records of Seller exclusively used or held for use in the conduct of the Business or pertaining to those Assets and Assumed Liabilities conveyed or assumed at the Closing (including, but not limited to, correspondence, memoranda, books of account, personnel and payroll records, manufacturing, operational and inspection records and the like), other than books and records (i) relating to Taxes, (ii) relating to an employee’s individual personnel or payroll records, to the extent a release has not been obtained from such employee authorizing Seller to release such documents and releasing Seller from any liability associated with the documents or the disclosure thereof (each such release, an “Employee Release”), or (iii) that are inseparable from Seller’s other operations. Seller shall use commercially reasonable efforts to obtain Employee Releases from all employees of the Business.
(b) Any books and records relating to the Business that are not delivered to Buyer hereunder, other than books and records relating to Taxes, will be preserved by Seller in accordance with the document retention policy of the Business as in effect on the date hereof (including any legal holds placed on books and records relating to litigated matters) and will be made available (for review and copying) to Buyer and its authorized representatives upon reasonable notice during normal business hours, to the extent reasonably required by Buyer, except to the extent that such books and records are subject to a legal privilege that, in the good faith judgment of Seller, may be lost or impaired by virtue of such disclosure and except to the extent an Employee Release has not been obtained from an employee.
(c) Buyer will preserve and make available (for review and copying) to Seller and its authorized representatives upon reasonable notice during normal business hours the records transferred by Seller in accordance with the document retention policy of the Business as in effect on the date hereof (including any legal holds placed on books and records relating to litigated matters) and, with respect to records that may be relevant to any actual Tax audits or proceedings, such additional period as is reasonably required by Seller; provided that Buyer shall notify Seller prior to destroying any such record during such period.
Books and Records of Seller. Any material Books and Records that are related to the Business that are not either delivered to Buyer Group hereunder or copies of which are not delivered to Buyer Group hereunder will be preserved by Seller until at least the third anniversary of the Closing Date and will be made available (for review and copying to the extent related to the Business) to Buyer Group and its authorized representatives upon reasonable notice during normal business hours to the extent reasonably required by Buyer Group, including, without limitation, to the extent reasonably required in connection with audit, accounting, tax, litigation, federal securities disclosure or other similar needs; PROVIDED, that Seller shall notify Buyer Group prior to destroying any such records. Buyer Group will preserve and make available (for review and copying) to Seller and its authorized representatives upon reasonable notice during normal business hours the records transferred by Seller until at least the third anniversary of the Closing Date and thereafter in accordance with the document retention policy of the Business as in effect on the date hereof and, with respect to records that may be relevant to any actual tax audits or proceedings, such additional period as is reasonably required by Seller; PROVIDED, that Buyer Group shall notify Seller prior to destroying any such record during such period.
Books and Records of Seller. The Surviving Corporation shall preserve and keep Seller’s books and records delivered hereunder for a period of one (1) year from the Closing Date, other than financial records which shall be maintained until the statute of limitations pertaining to the applicable final Tax Returns related to the Purchased Assets filed by Seller expire, and shall, during such period, make such books and records available to officers and directors of Seller for any reasonable purpose.
Books and Records of Seller. Any books, records, forms and returns of Seller which are not delivered to Buyer hereunder will be preserved by Seller for a period of at least six (6) years following the Closing and Seller will permit Buyer and its authorized representatives to have reasonable access to, and examine and make copies of, all such books, records, forms and returns as reasonably requested by Buyer. All books, records, forms and returns delivered by Seller to Buyer will be preserved by Buyer for a period of at least six (6) years following the Closing and Buyer will permit Seller and its authorized representatives to have reasonable access to, and examine and make copies of, all such books, records, forms and returns as reasonably requested by Seller.
Books and Records of Seller. True and correct copies of the charter documents, bylaws, and minutes from Seller's minute books have been delivered to Purchaser. Seller's minute books (through September 30, 1995) are complete and accurate as to the records of all proceedings and/or actions of its incorporators, shareholders and directors, and reflect all matters required to be acted on by the shareholders and directors from its incorporation to the date of this Agreement.
Books and Records of Seller. Following the Closing, Seller agrees to permit Purchaser and its representatives to inspect the books and records of Seller not included in the Purchased Assets insofar as they relate to the Purchased Assets during regular hours and at no expense to Seller in order for Purchaser and such representatives to obtain information relevant to Purchaser's tax returns, third party claims or litigation involving Purchaser, or as otherwise reasonably required for the conduct of the Business by Purchaser. Seller agrees to maintain such books and records insofar as they relate to the Purchased Assets for a period of five (5) years after the Closing Date.
Books and Records of Seller. Seller agrees to deliver to Buyer on or as soon as practicable after the Closing Date, as requested by Buyer, all books and records of such Seller (including, but not limited to, correspondence, memoranda, books of account, personnel and payroll records and the like) relating to the ownership and/or operation of the Operating Restaurant. All books and records of Seller which are not delivered to Buyer hereunder will be preserved by Seller for a period of seven (7) years following the Closing and made available to Buyer and its authorized representatives upon reasonable notice during normal business hours for purposes of review and/or for purposes of making copies or extracts therefrom (at Buyer's expense) if so desired by Buyer. Buyer agrees to make available to Seller and its respective authorized representatives during such period as reasonably required by Seller the respective books and records previously delivered by Seller to Buyer for purposes of review and/or for purposes of making copies or extracts therefrom if so desired by Seller.
Books and Records of Seller. Buyer shall preserve and keep Seller’s books and records delivered hereunder for a period of one year from the date hereof, other than financial records which shall be maintained until the statute of limitations pertaining to the applicable final tax returns filed by Seller expire, and shall, during such period, make such books and records available to officers and directors of Seller for any reasonable purpose.
Books and Records of Seller. Seller agrees to make available to Buyer prior to the Closing, as requested by Buyer, all books and records of Seller (including, but not limited to, contracts, orders, correspondence, memoranda, books of account, personnel and payroll records and the like) and copies, as requested by Buyer, of any income tax forms or Tax Returns, and all materials related or relating thereto. Any books, records, forms and returns of Seller which are not delivered to Buyer hereunder will be preserved by Seller for a period of at least six (6) years following the Closing and Seller will permit Buyer and its authorized representatives to have reasonable access to, and examine and make copies of, all such books, records, forms and returns as reasonably requested by Buyer. All books, records, forms and returns delivered by Seller to Buyer will be preserved by Buyer for a period of at least six (6) years following the Closing and Buyer will permit Seller and its authorized representatives to have reasonable access to, and examine and make copies of, all such books, records, forms and returns as reasonably requested by Seller.
Books and Records of Seller. Intellectual Property used in the conduct of the Business, and all management information systems and software, to the extent that such relate to the ownership of the Assets or the operations of the Business, and customer lists, vendor lists, catalogs, research material, technical information, trade secrets, technology, know-how, specifications, designs, drawings, processes and quality control;
