Common use of Books and Records; Personnel Clause in Contracts

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, : (a) Buyer shall not, and shall cause the Company Companies and the Subsidiaries not to, dispose of or destroy any of the books and records of the Company Companies or the Subsidiaries relating to periods prior to the Closing ("Books and Records") without first offering to turn over possession thereof to Seller Parent and the Sellers by written notice to Seller Parent and the Sellers at least 30 days prior to the proposed date of such disposition or destruction. From and after the Closing, . (b) Buyer shall, and shall cause the Company Companies and the Subsidiaries to, allow Seller Parent and its the Sellers and their 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 Parent and the Sellers shall have the right, at their own expense, to make copies of any Books and Records; PROVIDEDprovided, HOWEVERhowever, 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 business of Buyer's business. , any Company or any Subsidiary. (c) Buyer shall, and shall cause the Company Companies and the Subsidiaries to, make available to Seller Parent and the Sellers upon reasonable written request (i) copies of any Books and Records, (ii) personnel of Buyer's , any Company or any Subsidiary to assist Parent and the Company's personnel to assist Seller Sellers in locating and obtaining any Books and Records at such times as Buyer shall reasonably determine, and (iii) any personnel of Buyer's and the Company's personnel , any Company or any Subsidiary whose assistance or participation is reasonably required by Seller Parent and the Sellers or any of their Affiliates affiliates in anticipation of, or preparation for, existing or future Litigation, financial statements, tax returns Litigation or other such matters in which Seller Parent and the Sellers or any of their Affiliates affiliates are involvedinvolved at such times as Buyer shall reasonably determine. Seller Parent and the Sellers shall reimburse Buyer or the Company promptly, but in any event within 30 days of the receipt of an invoice from the Company, Companies for the reasonable out-of-pocket expenses incurred by any of them in performing the covenants contained in this Section 5.025.02(c). (d) The foregoing provisions of this Section 5.02 shall be in addition to the obligations of Buyer under Sections 6.01(g) and 11.02(c)(ii).

Books and Records; Personnel. For a period (a) Seller acknowledges and agrees that from and after the Closing the Company will be entitled to own and possess, subject to the next succeeding sentence, all documents, books, records, agreements and financial data of seven years any sort relating to the Company, its Subsidiaries or the Business. Seller agrees to deliver and cause its Affiliates to deliver, prior to the Closing, all such books and records in their possession to the Company or, to the extent such books and records are not readily separable from the books and records of Seller or any of its Affiliates relating to their businesses other than the Business, true and complete copies of such books and records. (b) From and after the Closing Date, : (i) Buyer shall not, and shall cause the Company not to, dispose of or destroy any of the books and records of the Company or its Subsidiaries relating to periods prior to the Closing ("Books and Records") in a manner or at a time inconsistent with Seller's ordinary policies and procedures with respect to document retention as in effect prior to the Closing 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, . (ii) Buyer shall, and shall cause the Company to, allow Seller and its agents reasonable access to all Books and Records during normal working hours at Buyer's principal place of business or at any location where any the Books and Records are stored, and Seller shall have the right, at their its own expense, to make copies of any Books and Records; PROVIDEDprovided, HOWEVERhowever, that any such access or copying shall be had or done (A) in such a manner so as not to interfere with the normal conduct of Buyer's business. or the Company's business and (B) for a legitimate business purpose (such as tax preparation) that does not involve direct or indirect competition with the Business. (iii) Buyer shall, and shall cause the Company to, make available to Seller upon written request (iA) copies of any Books and Records, (iiB) Buyer's and the Company's personnel to assist Seller in locating and obtaining any Books and Records Records, and (iiiC) any of Buyer's and the Company's personnel whose assistance or participation is reasonably required by Seller or any of their its Affiliates in anticipation of, or preparation for, existing or future LitigationActions, financial statements, tax Tax returns or other matters in which Seller or any of their its Affiliates are is involved. . (iv) Seller shall reimburse Buyer or Buyer, the Company promptly, but in any event within 30 days of the receipt of an invoice from the Company, or its Subsidiaries for the reasonable out-of-pocket expenses incurred by any of them in performing the covenants contained in this Section 5.026.10 and shall protect and accord confidential treatment to the information disclosed pursuant to this Section 6.10 as provided in Section 6.9.1.

Books and Records; Personnel. For a period of seven five (5) years with respect to tax related books and records, and three (3) years with respect to all other books and records, from and after the Closing Date, : (a) Buyer shall not, and shall cause the Company and the Company Subsidiary not to, dispose of or destroy any of the books and records of the Company or the Company Subsidiary 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 thirty (30) days prior to the proposed date of such disposition or destruction. From and after the Closing, . (b) Buyer shall, and shall cause the Company and the Company Subsidiary to, upon reasonable notice and at reasonable times 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 its own expense, to make copies of any Books and Records; PROVIDEDprovided, HOWEVERhowever, 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. that (c) Buyer shall, and shall cause the Company and the Company Subsidiary to, make available to Seller upon written request (i) copies of any Books and Records, (ii) Buyer's 's, the Company's, and the CompanyCompany Subsidiary's personnel to assist Seller in locating and obtaining any Books and Records Records, and (iii) any of Buyer's 's, the Company's, and the CompanyCompany Subsidiary's personnel whose assistance or participation is reasonably required by Seller or any of their Affiliates its affiliates in anticipation of, or preparation for, existing or future Litigation, financial statementstax returns, tax returns or other matters in which Seller or any of their Affiliates are its affiliates is involved. Seller shall reimburse Buyer Buyer, the Company, or the Company promptly, but in any event within 30 days of the receipt of an invoice from the Company, Subsidiary for the reasonable out-of-pocket expenses incurred by any of them in performing the covenants contained in this Section 5.026.02(c) . (d) The foregoing provisions of this Section 6.02 shall be in addition to the obligations of Buyer under Sections 7.01(d) and 12.02(d)(ii).

Books and Records; Personnel. For a period of seven five years from and after the Closing Date, Buyer : (a) The Holding Company shall not, and shall cause each of the Company Companies not to, dispose of or destroy any of the their respective 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 Company Stockholders by written notice given to Seller Company Stockholders at least 30 days prior to the proposed date of such disposition or destruction. From and after the Closing, Buyer . (b) The Holding Company shall, and shall cause each of the Company Companies to, allow Seller Company Stockholders and its their agents access to all Books and Records (to the extent that they relate to periods prior to the Closing) during normal working hours at Buyer's the principal place of business or of the Holding Company or, at the Holding Company's option, at any location where any such Books and Records are stored, and Seller Company Stockholders shall have the right, at their own expense, to make copies of any Books and RecordsRecords (to the extent that they relate to periods prior to the Closing); PROVIDEDprovided, HOWEVERhowever, that any such access or copying shall be had or done in such a manner so as not to interfere unreasonably with the normal conduct of Buyer's business. Buyer the business of the Holding Company or any of the Companies. (c) The Holding Company shall, and shall cause the Company Companies to, make available to Seller Company Stockholders upon written request request: (i) copies of any Books and RecordsRecords (to the extent that they relate to periods prior to the Closing), (ii) Buyer's and such personnel of the Company's personnel Companies as are reasonably required to assist Seller Company Stockholders in locating and obtaining any such Books and Records Records, and (iii) any personnel of Buyer's and the Company's personnel Companies whose assistance or participation is reasonably required by Seller Company Stockholders or any of their Affiliates representatives in anticipation of, or preparation for, existing or future Litigation, financial statementstax returns, tax returns or other matters in which Seller Company Stockholders or any of their Affiliates affiliates are involved; provided that such requests shall not interfere with the ability of such personnel to perform services for any of the Companies. Seller Company Stockholders shall reimburse Buyer or the Company promptly, but in any event within 30 days of the receipt of an invoice from the Company, Companies for the reasonable out-of-pocket expenses incurred by any of them in performing the covenants contained in this Section 5.025.2(c).

Books and Records; Personnel. For a period of seven years from the Closing Date, : (a) The Buyer shall not, and shall cause the Company Companies and the Subsidiaries not to, dispose of or destroy any of the books and records of the Company Companies and the Subsidiaries relating to periods prior to the Closing ("Books and Records") without first offering to turn over possession thereof to the Seller by written notice to the Seller at least 30 days prior to the proposed date of such disposition or destruction. From and after the Closing, . (b) The Buyer shall, and shall cause each Company and the Company Subsidiaries to, allow the Seller and its agents reasonable access to all Books and Records during normal working hours at the Buyer's principal place of business or at any location where any Books and Records are stored, and the Seller shall have the right, at their its 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 the Buyer's business. 's, the Subsidiaries', or the Companies' businesses, as applicable. (c) The Buyer shall, and shall cause each Company and the Company Subsidiaries to, make available to the Seller upon written request (i) copies of any Books and Records, (ii) the Buyer's 's, the Subsidiaries' and the Company's Companies' personnel to assist the Seller in locating and obtaining any Books and Records Records, and (iii) any of the Buyer's 's, the Subsidiaries' and the Company's Companies' personnel whose assistance or participation is reasonably required by the Seller or any of their Affiliates its affiliates in anticipation of, or preparation for, existing or future Litigationlitigation, financial statements, tax returns Returns or other matters in which the Seller or any of their Affiliates are its affiliates is involved. The Seller shall reimburse Buyer the Buyer, the applicable Subsidiary or the applicable 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 5.025.02(c). (d) The foregoing provisions of this Section 5.02 shall be in addition to the obligations of the Buyer under Article VI.