Books and Records; Personnel. For a period of six years after ---------------------------- the Closing Date (or such longer period as may be required by any governmental body or ongoing legal proceeding):
(a) Purchaser shall not dispose of or destroy any of the business records and files of the Business. If Purchaser wishes to dispose of or destroy such records and files after that time, it shall first give 30 days' prior written notice to Seller and Seller shall have the right, at its option and expense, upon prior written notice to Purchaser, within such 30 day period, to take possession of the records and files within 60 days after the date of the Seller's notice.
(b) Purchaser shall allow Seller and any of its directors, officers, employees, counsel, representatives, accountants and auditors (collectively, the "Seller Representatives") access to all business records and files of the Business which are transferred to it in connection herewith, which are reasonably required by such party in anticipation of, or preparation for, any existing or future litigation, arbitration, administrative proceeding or tax return preparation during regular business hours and upon reasonable notice at Purchaser's principal place of business or at any location where such records are stored, and Seller shall have the right, at its own expense, to make copies of any such records and files; provided, however, that any such access or -------- ------- copying shall be had or done in such a manner so as not to unreasonably interfere with the normal conduct of Purchaser's business or operations.
(c) Purchaser shall make available to Seller or the Seller Representatives, upon written request and at Seller's expense (i) personnel to assist Seller in locating and obtaining records and files maintained by Purchaser and (ii) any of the personnel previously in Seller's employ whose assistance or participation is reasonably required by Seller in anticipation of, or preparation for, existing or future litigation, arbitration or administrative proceeding, tax return preparation or other matters in which Seller or any of its Affiliates is involved and which is related to any of the Business; provided, however, that any such access to personnel shall be had in such a -------- ------- manner so as not to unreasonably interfere with the normal conduct of Purchaser's business or operations.
(d) Seller shall allow Purchaser or any of its directors, officers, employees, counsel, representatives, accountants and auditors (the...
Books and Records; Personnel. For a period of six years after the Separation Date (or such longer period as may be required by any law or regulation, any governmental agency, any ongoing litigation or class of litigation, or in connection with any administrative proceeding):
(a) ATL shall not dispose of or destroy the business records and files of the Business that are transferred to it or any of its subsidiaries in carrying out the transactions contemplated hereby (the "Transferred Records"). If ATL wishes to dispose of or destroy such records and files after that time, it shall use reasonable efforts to first give 30 days' prior written notice to Odetics and Odetics shall have the right. at its option and expense, upon prior written notice to ATL within such 30 day period, to take possession of the Transferred Records within 60 days after the date of Odetics' notice to ATL;
(b) ATL shall allow Odetics and its representatives reasonable access to all Transferred Records during regular business hours and upon reasonable notice. ATL shall maintain the Transferred Records in a manner and at locations that reasonably facilitates retrieval and review by Odetics. Odetics shall have the right. at its own expense, to make copies of any such records and files and ATL shall provide convenient duplication facilities for such purposes provided, however, that any such access or copying shall be had or done in such a manner so as not to unreasonably interfere with the normal conduct of ATL's business or operations; and
(c) ATL shall make reasonably available to Odetics upon written request and at Odetics' expense: (1) ATL's personnel to assist in locating and obtaining records and files maintained by it (including those created after the date hereof, to the extent necessary and appropriate in connection with pending and future claims against Odetics relating to the Business), and (ii) any of its personnel whose assistance or participation (including as a witness during depositions or at trial) is reasonably required by Odetics in anticipation of, or preparation for or during, existing or future litigation or other matters in which Odetics or any of its affiliates is involved.
Books and Records; Personnel. For a period of seven (7) years after the Closing (or such longer period as may be required by any governmental agency or ongoing Litigation or in connection with any administrative proceeding):
(a) Buyer will not dispose of or destroy any of the business records and files of the Business. If Buyer wishes to dispose of or destroy such records and files after that time, it will first give thirty (30) days' prior written notice to Seller and Seller will have the right, at its option and expense, upon prior written notice to Buyer within such thirty (30) day period, to take possession of the records and files within sixty (60) days after the date of Seller's notice to Buyer.
(b) Buyer will allow Seller and its representatives access, when there is a legitimate business purpose not injurious to Buyer, to all business records and files of the Business which are transferred to Buyer in connection herewith, during regular business hours and upon reasonable notice at Buyer's principal place of business or at any location where such records are stored, and Seller will have the right, at its own expense, to make copies of any such records and files; provided, however, that any such access or copying will be had or done in such a manner so as not to interfere with the normal conduct of Buyer's business or operations.
(c) Buyer will make available to Seller, upon written request and at Seller's expense, personnel of the Business to assist Seller in locating and obtaining records and files of the Business or whose assistance or participation is reasonably required by Seller in anticipation of, or preparation for, existing or future Litigation, tax return preparation or other matters in which Seller or any of its affiliates are involved and which is related to the Business, provided that Buyer will not be obligated to provide such personnel to the extent that Buyer, in its reasonable discretion, believes that such assistance would adversely affect the operations of the Business.
Books and Records; Personnel. At all times after the Closing Date, ---------------------------- Buyer shall allow Seller and any agents of Seller, upon reasonable advance notice to Buyer, access to all Books and Records of Seller which are transferred to Buyer in connection herewith, to the extent necessary or desirable in anticipation of, or preparation for, existing or future litigation, employment matters, tax returns or audits, or reports to or filings with governmental agencies, during normal working hours at the location where such Books and Records are maintained, and Seller shall have the right, at Seller's sole cost, to make copies of any such Books and Records. Buyer agrees to maintain all Books and Records acquired from Seller for a period of six years from the Closing Date unless such Books and Records are transferred and delivered to Seller within such six year period.
Books and Records; Personnel. For a period of seven years from the Closing Date, Buyer shall not, and shall cause the Company not to, dispose of or destroy any of the books and records of the Company relating to periods prior to the Closing ("Books and Records") without first offering to turn over possession thereof to Seller by written notice to Seller at least 30 days prior to the proposed date of such disposition or destruction. From and after the Closing, Buyer shall, and shall cause the Company to, allow Seller and its agents access to all Books and Records during normal working hours at Buyer's principal place of business or at any location where any Books and Records are stored, and Seller shall have the right, at their own expense, to make copies of any Books and Records; PROVIDED, HOWEVER, that any such access or copying shall be had or done in such a manner so as not to interfere with the normal conduct of Buyer's business. Buyer shall, and shall cause the Company to, make available to Seller upon written request (i) copies of any Books and Records, (ii) Buyer's and the Company's personnel to assist Seller in locating and obtaining any Books and Records and (iii) any of Buyer's and the Company's personnel whose assistance or participation is reasonably required by Seller or any of their Affiliates in anticipation of, or preparation for, existing or future Litigation, financial statements, tax returns or other matters in which Seller or any of their Affiliates are involved. Seller shall reimburse Buyer or the Company promptly, but in any event within 30 days of the receipt of an invoice from the Company, for the reasonable out-of-pocket expenses incurred by any of them in performing the covenants contained in this Section 5.02.
Books and Records; Personnel. For a period of seven years from the Closing Date:
(i) Associated shall not, and shall cause FirstMark not to, dispose of or destroy any of the books and records of FirstMark in their possession relating to periods prior to the Closing ("Books and Records") without the prior written consent of Contributor (which shall be deemed given if Contributor fails to object in writing to such disposal or destruction with twenty (20) days of receipt of notice from Associated of its intention to effect such disposal or destruction).
(ii) Associated shall, and shall cause FirstMark to, upon at least three (3) days prior written notice from Contributor, allow Contributor and its agents reasonable access to all Books and Records during normal working hours at Associated's principal place of business or at any location where any Books and Records are stored, and Contributor shall have the right, at its own expense, to make copies of any Books and Records, in connection with (x) any pending or threatened litigation in which Contributor or any of its Affiliates is involved, (y) any investigation or proceeding of any Governmental Authority in which Contributor or any of its Affiliates is involved, or (z) the preparation of any Returns; provided, however, that any such access or copying shall be had or done in such a manner so as not to interfere with the normal conduct of Associated's or FirstMark's businesses, as applicable.
(iii) Contributor shall, and shall cause its representatives to, keep confidential all Books and Records and the information contained therein.
Books and Records; Personnel. At all times after the Closing Date, Purchaser shall allow Seller and any agents of any Seller, upon reasonable advance notice to Purchaser, access to all Books and Records of Seller which are transferred to Purchaser in connection herewith, to the extent necessary or desirable in anticipation of, or preparation for, existing or future litigation, employment matters, tax returns or audits, or reports to or filings with governmental agencies, during normal working hours at Purchaser's principal places of business or at any location where such Books and Records are stored, and Seller shall have the right, at Seller's sole cost, to make copies of any such Books and Records.
Books and Records; Personnel. (a) From and after the Closing Date, each party hereto shall afford the other, including its accountants, counsel and other designated representatives, reasonable access (including using reasonable efforts to give access to persons or firms possessing information) and duplicating rights during normal business hours to all records, books, contacts, instruments, computer data and other data and information in such party's possession relating to the business and affairs of the others (other than data and information subject to an attorney/client or other privilege), insofar as such access is reasonably required by the other parties including, without limitation, for audit, accounting and litigation purposes, as well as for purposes of fulfilling disclosure and reporting obligations.
(b) Each party hereto shall use reasonable efforts to make available to the other parties to this Agreement, upon written request, its officers, directors, employees and agents as witnesses to the extent that such persons may reasonably be required in connection with any legal, administrative or other proceedings arising out of the business of the others in which the requesting party may from time to time be involved.
(c) Except as otherwise required by applicable law or agreed to in writing, each party hereto shall, and shall cause each of their respective subsidiaries to, retain all information relating to the businesses and affairs of the other parties to this Agreement in accordance with the past practice of such parties. Notwithstanding the foregoing, any party may destroy or otherwise dispose of any such information at any time, providing that, prior to such destruction or disposal, (a) such party shall provide no less than 30 days' prior written notice to the other parties, specifying the information proposed to be destroyed or disposed of, and (b) if the recipient of such notice shall request in writing prior to the scheduled date for such destruction or disposal that any of the information proposed to be destroyed or disposed of be delivered to such requesting party, the party proposing the destruction or disposal shall promptly arrange for the delivery of such of the information as was requested at the expense of the requesting party.
(d) Each party providing information or witnesses under this Section 6.5 to the others shall be entitled to receive from the recipients, upon the presentation of invoices therefor, payment for all reasonable out-of-pocket costs and expenses...
Books and Records; Personnel. For a period of seven (7) years after the Closing Date:
Books and Records; Personnel. For a period of six years after the Closing Date (or such longer period as may be required by any Governmental Body or ongoing Legal Proceeding):
(a) Neither any SMR Company nor the Purchaser shall dispose of or destroy any of the business records and files of the SMR Companies. If any SMR Company or the Purchaser wishes to dispose of or destroy such records and files after that time, it shall first give 30 days' prior written notice to the Sellers and each of the Sellers shall have the right, at his option and expense, upon prior written notice to the Purchaser within such 30-day period, to take possession of the records and files within 60 days after the date of the SMR Company's or the Purchaser's notice to the Sellers.
(b) The SMR Companies and the Purchaser shall allow each of the Sellers and his representatives access to all business records and files of the SMR Companies for the period prior to the Closing Date, during regular business hours and upon reasonable notice at the Company's principal place of business or at any location where such records are stored, and each of the Sellers shall have the right, at his own expense, to make copies of any such records and files; provided, however, that any such access or copying shall be had or done in such a manner so as not to interfere in any material respect with the normal conduct of business operations.
(c) The Company shall make available to each of the Sellers, upon written request and at such Seller's expense, the Company's personnel to assist such Seller in locating and obtaining the above-referenced records and files maintained by SMR Companies.
