Common use of Books and Records; Personnel Clause in Contracts

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. 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 18 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. 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 24 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.