Common use of Books and Records of Seller Clause in Contracts

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. (a) Seller agrees to deliver, or cause to be delivered, to Buyer on or as soon as practicable after the Closing, Closing all books and records of Seller exclusively used or held for use in the conduct of the Business or pertaining to the Akrosil Europe Shares and to those U.S. 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 Taxes or 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 (iiiii) that are inseparable from Seller’s other operationsoperations or (iii) relating to Excluded Liabilities or Excluded Assets. Seller shall use commercially reasonable efforts to obtain Employee Releases from all employees of the Business. (b) Any preserve 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 use reasonable efforts to make available (for review and copying) to Buyer and its authorized representatives upon reasonable notice during normal business hours, hours to the extent reasonably required by Buyer; provided, except to however, that if the extent that such books and records are subject to a legal privilege thatprivilege, in the good faith judgment of SellerSeller shall not be required to produce such books and records. Buyer shall, may be lost or impaired by virtue of such disclosure and except shall cause Akrosil Europe to the extent an Employee Release has not been obtained from an employee. (c) Buyer will use reasonable efforts to 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 to Buyer at Closing 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, and shall cause Akrosil Europe to, use reasonable efforts to notify Seller prior to destroying any such record during such period.

Books and Records of Seller. (a) Seller agrees to deliver, or cause to be delivered, deliver to Buyer on or as soon as practicable after the ClosingClosing Date, as requested by Buyer, 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 Lyon's (including, but not limited to, correspondence, memoranda, books of account, personnel and payroll records, manufacturing, operational and inspection records and the like)) relating to the ownership and/or operation of the Restaurants since the acquisition of the Restaurants by Lyon's on December 14, other than 1998 and to the extent that such 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 in possession of Seller’s other operations. Seller shall will use its good faith commercially reasonable efforts to obtain Employee Releases from all employees of the Business. (b) Any provide books and records for earlier periods of time to the extent that such books and records are in possession of Seller. Provided that, where books and records include other information that cannot reasonably be segregated from information relating to the Business ownership and/or operation of the Restaurants, Seller shall provide copies thereof that do relate to the ownership and/or operation of the Restaurants. Where records are maintained or stored in electronic form, printouts of such records and/or duplicates thereof in electronic media shall be sufficient. Seller reserves the right to retain copies of any books and records provided to Buyer hereunder. All books and records of Lyon's which are not delivered to Buyer hereunder, other than books and records relating to Taxes, will hereunder shall be preserved by Seller in accordance with for a period of seven (7) years following the document retention policy of the Business as in effect on the date hereof (including any legal holds placed on books Closing 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 hours for purposes of review and/or for purposes of making copies or extracts therefrom (at Buyer's expense) if so desired by Buyer, except to the extent that such . Buyer shall preserve all books and records are subject of Lyon's delivered to Buyer hereunder for a legal privilege thatperiod of seven (7) years following the Closing, 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 shall make available (for review and copying) to Seller and its his authorized representatives upon reasonable notice during normal business hours such period 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 previously delivered by Seller to litigated matters) and, with respect to records that may be relevant to any actual Tax audits Buyer for purposes of review and/or for purposes of making copies or proceedings, such additional period as is reasonably required extracts therefrom if so desired by Seller; provided that Buyer shall notify Seller prior to destroying any such record during such period.

Books and Records of Seller. (a) Subject to applicable law, in addition to the deliveries set forth in Section 2.1 above, 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 Taxes or 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”), records or (iiiii) that are inseparable from Seller’s 's other operations. Seller shall use commercially reasonable efforts Subject to obtain Employee Releases from all employees of the Business. (b) Any applicable law, 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), which in no event shall be less than three (3) years and will be made available (for review and copying) to Buyer and its authorized representatives at Buyer's expense 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) disclosure. 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), which in no event shall be less than three (3) years 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 provided, however, that Buyer shall notify Seller prior to destroying any such record during such period.