Common use of Books and Records; Personnel Clause in Contracts

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 six years after the Separation Date (or such longer period as may be maybe 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 Odetics shall not dispose of or destroy any of the business records and files of the Business that are transferred to retained by it or any of its subsidiaries in carrying out the transactions contemplated hereby (the "Transferred Retained Records"). If ATL Odetics wishes to dispose of or destroy such records and files after that timesuch six year period, it shall use reasonable efforts to first give 30 days' prior written notice to Odetics ATL and Odetics ATL shall have the right. , at its option and expense, upon prior written notice to ATL Odetics within such 30 day period, to take possession of the Transferred Retained Records within 60 days after the date of Odetics' ATL's notice to ATL;Odetics. (b) ATL Odetics shall allow Odetics ATL and its representatives reasonable access to all Transferred Retained Records during regular business hours and upon reasonable notice. ATL Odetics shall maintain the Transferred Retained Records in a manner and at locations that reasonably facilitates retrieval and review by OdeticsATL. Odetics ATL shall have the right. , at its own expense, to make copies of any such records and files and ATL Odetics shall provide convenient duplication facilities for such purposes purpose, 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 Odetics' business or operations; and (c) ATL Odetics shall make reasonably available to Odetics ATL, upon written request and at Odetics' ATL's expense: (1i) 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 ATL 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 ATL in anticipation of, or preparation for or during, existing or future litigation or other matters in which Odetics ATL or any of its affiliates is involvedinvolved and which is related to the Business.

Books and Records; Personnel. For a period of six years after the Separation Distribution 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 CBI shall not dispose of or destroy any of the business records and files of the Business that are transferred to retained by it or any of its subsidiaries in carrying out the transactions contemplated hereby (the "Transferred Retained Records"). If ATL CBI 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 CONVERGYS and Odetics CONVERGYS shall have the right. , at its option and expense, upon prior written notice to ATL CBI within such 30 day period, to take possession of the Transferred Retained Records within 60 days after the date of OdeticsCONVERGYS' notice to ATL;CBI. (b) ATL CBI shall allow Odetics CONVERGYS and its representatives reasonable access to all Transferred Retained Records during regular business hours and upon reasonable notice. ATL CBI shall maintain the Transferred Retained Records in a manner and at locations that reasonably facilitates retrieval and review by OdeticsCONVERGYS. Odetics CONVERGYS shall have the right. , at its own expense, to make copies of any such records and files and ATL CBI shall provide convenient duplication facilities for such purposes purpose, 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 ATLCBI's business or operations; and. (c) ATL CBI shall make reasonably available to Odetics CONVERGYS, upon written request and at OdeticsCONVERGYS' expense: (1i) 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 CONVERGYS 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 CONVERGYS 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 six years after the Separation Distribution 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 CBI shall not dispose of or destroy any of the business records and files of the Business that are transferred to retained by it or any of its subsidiaries in carrying out the transactions contemplated hereby (the "Transferred Retained Records"). If ATL CBI 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 CONVERGYS and Odetics CONVERGYS shall have the right. , at its option and expense, upon prior written notice to ATL CBI within such 30 day period, to take possession of the Transferred Retained Records within 60 days after the date of OdeticsCONVERGYS' notice to ATL;CBI. (b) ATL CBI shall allow Odetics CONVERGYS and its representatives reasonable access to all Transferred Retained Records during regular business hours and upon reasonable notice. ATL CBI shall maintain the Transferred Retained Records in a manner and at locations that reasonably facilitates retrieval and review by OdeticsCONVERGYS. Odetics CONVERGYS shall have the right. , at its own expense, to make copies of any such records and files and ATL CBI shall provide convenient duplication facilities for such purposes purpose, 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 ATLCBI's business or operations; and. (c) ATL CBI shall make reasonably available to Odetics CONVERGYS, upon written request and at OdeticsCONVERGYS' expense: (1i) 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 CONVERGYS 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 CONVERGYS in anticipation of, or preparation for or during, existing or future litigation or other matters in which Odetics CONVERGYS or any of its affiliates is involvedinvolved and which is related to the Business.

Books and Records; Personnel. For a period of six years after the Separation Date (or such longer period as may be maybe 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 Odetics shall not dispose of or destroy any of the business records and files of the Business that are transferred to retained by it or any of its subsidiaries in carrying out the transactions contemplated hereby (the "Transferred Retained Records"). If ATL Odetics 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 ATL and Odetics ATL shall have the right. , at its option and expense, upon prior written notice to ATL Odetics within such 30 day period, to take possession of the Transferred Retained Records within 60 days after the date of Odetics' ATL's notice to ATL;Odetics. (b) ATL Odetics shall allow Odetics ATL and its representatives reasonable access to all Transferred Retained Records during regular business hours and upon reasonable notice. ATL Odetics shall maintain the Transferred Retained Records in a manner and at locations that reasonably facilitates retrieval and review by OdeticsATL. Odetics ATL shall have the right. , at its own expense, to make copies of any such records and files and ATL Odetics shall provide convenient duplication facilities for such purposes purpose, 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 Odetics' business or operations; and (c) ATL Odetics shall make reasonably available to Odetics ATL, upon written request and at Odetics' ATL's expense: (1i) 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.it

Books and Records; Personnel. For a period of six years after the Separation Distribution 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 CONVERGYS shall not dispose of or destroy any of 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 CONVERGYS 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 CBI and Odetics CBI shall have the right. right at its option and expense, upon prior written notice to ATL CONVERGYS within such 30 day period, to take possession of the Transferred Records within 60 days after the date of Odetics' CBI's notice to ATL;CONVERGYS. (b) ATL CONVERGYS shall allow Odetics CBI and its representatives reasonable access to all Transferred Records during regular business hours and upon reasonable notice. ATL CONVERGYS shall maintain the Transferred Records in a manner and at locations that reasonably facilitates retrieval and review by OdeticsCBI. Odetics CBI shall have the right. , at its own expense, to make copies of any such records and files and ATL CONVERGYS 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 CONVERGYS' business or operations; and. (c) ATL CONVERGYS shall make reasonably available to Odetics CBI upon written request and at Odetics' CBI's expense: (1i) ATL's CONVERGYS' 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 CBI 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 CBI in anticipation of, or preparation for or during, existing or future litigation or other matters in which Odetics CBI or any of its affiliates is involved.

Books and Records; Personnel. For a period of six years after ---------------------------- the Separation Date (or such longer period as may be maybe 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 a. Odetics shall not dispose of or destroy any of the business records and files of the Business that are transferred to retained by it or any of its subsidiaries in carrying out the transactions contemplated hereby (the "Transferred Retained Records"). If ATL Odetics wishes to dispose of or destroy such records ---------------- and files after that timesuch six year period, it shall use reasonable efforts to first give 30 days' prior written notice to Odetics ATL and Odetics ATL shall have the right. , at its option and expense, upon prior written notice to ATL Odetics within such 30 day period, to take possession of the Transferred Retained Records within 60 days after the date of Odetics' ATL's notice to ATL;Odetics. (b) ATL b. Odetics shall allow Odetics ATL and its representatives reasonable access to all Transferred Retained Records during regular business hours and upon reasonable notice. ATL Odetics shall maintain the Transferred Retained Records in a manner and at locations that reasonably facilitates retrieval and review by OdeticsATL. Odetics ATL shall have the right. , at its own expense, to make copies of any such records and files and ATL Odetics shall provide convenient duplication facilities for such purposes purpose, 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 Odetics' business or operations; and (c) ATL c. Odetics shall make reasonably available to Odetics ATL, upon written request and at Odetics' ATL's expense: (1i) 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 ATL 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 ATL in anticipation of, or preparation for or during, existing or future litigation or other matters in which Odetics ATL or any of its affiliates is involvedinvolved and which is related to the Business.

Books and Records; Personnel. For a period of six seven years after from the Separation Closing Date (or such other period as specified herein or such longer period as may be required by any law governmental agency or regulation, any governmental agency, any ongoing litigation requested by the Seller or class of litigation, or Buyer in connection with any administrative proceedingdisputes or litigation): (a) ATL Neither the Seller nor the Buyer shall not dispose of or destroy the business records and files any of the Business that are transferred books and records included in the Purchased Assets without first offering to it or any of its subsidiaries in carrying out turn over possession thereof to 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 other party by written notice to Odetics the other party at least thirty (30) days prior to the proposed date of such disposition or destruction. (b) The Buyer shall allow the Seller and Odetics its agents reasonable access upon reasonable advance notice to all books and records included in the Purchased Assets during normal business hours at Buyer's principal places of business or at any location where any such books and records are stored, and the Seller 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 books and files and ATL shall provide convenient duplication facilities for such purposes records; 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 ATLthe Buyer's business or operations; andbusiness. (c) ATL The Buyer shall make reasonably available to Odetics the Seller upon the Seller's reasonable written request request (i) copies of any books and at Odetics' expense: records included in the Purchased Assets, (1ii) ATLthe Buyer's personnel to assist the Seller in locating and obtaining records any such books and files maintained by it records, (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 (iiiii) any of its the Buyer's personnel whose assistance or participation (including as a witness during depositions or at trial) is reasonably required by Odetics the Seller in anticipation of, or preparation for or duringfor, existing or future litigation litigation, tax returns (including sales tax returns) or other similar matters in which Odetics or Seller is involved, and (iv) any of its affiliates the Buyer's personnel whose assistance or participation is involvedreasonably required by the Seller in connection with the Seller's obligation to pay accounts payable of the Business as of the Closing when due (which obligation of the Seller is not an Assumed Liability pursuant to this Agreement). The Seller shall reimburse the Buyer for the reasonable out-of-pocket costs and expenses incurred by the Buyer in performing the covenants contained in this Section 5.8(c). (d) For a period of six (6) months after the Closing Date, the Seller shall make available to the Buyer, upon the Buyer's reasonable request, any of the Seller's personnel whose assistance is required by the Buyer with respect to matters involving the Purchased Assets, Assumed Liabilities or the transactions contemplated hereby. The Buyer shall reimburse the Seller for the reasonable out-of-pocket expenses incurred by the Seller in performing the covenants contained in this Section 5.8(d).

Books and Records; Personnel. For a period of six years after the Separation ---------------------------- Distribution Date (or such longer period as may be maybe 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 Odetics shall not dispose of or destroy any of the business records and files of the Business that are transferred to retained by it or any of its subsidiaries in carrying out the transactions contemplated hereby Subsidiaries (the "Transferred Retained Records"). If ATL Odetics 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 Iteris and Odetics Iteris shall have the right. , at its option and expense, upon prior written notice to ATL Odetics within such 30 day period, to take possession of the Transferred Retained Records within 60 days after the date of OdeticsIteris' notice to ATL;Odetics. (b) ATL Odetics shall allow Odetics Iteris and its representatives reasonable access to all Transferred Retained Records during regular business hours and upon reasonable notice. ATL Odetics shall maintain the Transferred Retained Records in a manner and at locations that reasonably facilitates retrieval and review by OdeticsIteris. Odetics Iteris shall have the right. , at its own expense, to make copies of any such records and files and ATL Odetics shall provide convenient duplication facilities for such purposes purpose, 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 Odetics' business or operations; and (c) ATL Odetics shall make reasonably available to Odetics Iteris, upon written request and at OdeticsIteris' expense: (1i) 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 Iteris relating to the Business), ) and (ii) any of its Iteris personnel whose assistance or participation (including as a witness during depositions or at trial) is reasonably required by Odetics Iteris in anticipation of, or preparation for or during, existing or future litigation or other matters in which Odetics Iteris or any of its affiliates Affiliates is involvedinvolved and which is related to the Business.

Books and Records; Personnel. For a period (a) Neither Buyer nor any of its Affiliates shall within ten years after the Closing Date or, with respect to Tax records within the later of six years after or the Separation Date (or such longer period applicable statute of limitations as may be required by any law or regulationextended, 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 any business records or files related to the Business for periods prior to the Closing Date, without first offering to turn over possession thereof to Seller by written notice at least sixty (60) days prior to the proposed dates of such disposition or destruction. (b) From and after the Closing Date, to the extent reasonably required by Parent in connection with the preparation of Tax returns or other legitimate purposes specified in writing, Buyer shall (subject to applicable contractual and privacy obligations) allow Parent and its agents access to all business records and files (other than those containing competitively sensitive or privileged information) of Buyer related to the Business that are transferred Business, which relate to it or any of its subsidiaries in carrying out periods prior to the transactions contemplated hereby (the "Transferred Records"). If ATL wishes to dispose of or destroy such records Closing Date, upon reasonable advance notice during normal working hours, and files after that time, it shall use reasonable efforts to first give 30 days' prior written notice to Odetics and Odetics Parent 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 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 ATL's business or operations; andbusiness. (c) ATL From and after the Closing Date, to the extent reasonably required by Parent, Buyer shall make reasonably available to Odetics Parent upon written request (and at Odetics' Parent's expense: ): (1i) ATL's personnel to assist in locating and obtaining records and files maintained by it (including those created after the date hereof, for periods prior to the extent necessary and appropriate in connection with pending and future claims against Odetics relating to the Business), Closing Date; 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, preparation for, or preparation for the prosecution or during, defense of existing or future litigation claims or Actions, tax returns or other matters in which Odetics the Parties do not have any material adverse interest; provided, however, that Buyer shall not be obligated -------- ------- to make personnel available to the extent that such availability would interfere with the normal conduct of business of the Buyer. (d) Any confidential, proprietary or trade secret information provided under this Section 8.3 may not be disclosed to any third party without the prior consent of Buyer. This obligation of confidentiality shall cease to apply to information that is in, or enters into, the public domain through no breach hereof by Parent or its affiliates Affiliates, or is involvedrequired to be disclosed as a matter of law (provided that Parent shall give prior notice to Buyer of such requirement and the right to participate in any proceeding regarding such disclosure, and provided further that Parent has sought to obtain confidentiality protection for such information when disclosed).

Books and Records; Personnel. For a period of six years after the Separation ---------------------------- Distribution 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 Iteris shall not dispose of or destroy of 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 Iteris 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. right at its option and expense, upon prior written notice to ATL Iteris within such 30 day period, to take possession of the Transferred Records within 60 days after the date of Odetics' notice to ATLIteris; (b) ATL Iteris shall allow Odetics and its representatives reasonable access to all Transferred Records during regular business hours and upon reasonable notice. ATL Iteris shall maintain the Transferred Records in a manner and at locations that reasonably facilitates retrieval and review by Odetics. Odetics shall have the right. right at its own expense, to make copies of any such records and files and ATL Iteris 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 Iteris' business or operations; and (c) ATL Iteris shall make reasonably available to Odetics upon written request and at Odetics' expense: (1i) 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 Iteris 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 Affiliates is involved.

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) 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) 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) 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.