Common use of Books and Records; Personnel Clause in Contracts

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 incurred in providing such information or witnesses.

Books and Records; Personnel. Sellers and Purchaser shall reasonably cooperate with each other after the Closing so that (subject to any limitations that are reasonably required to preserve applicable attorney-client privilege) each party and any of their Representatives reasonable access to the respective officers and employees of the other party, and reasonable access to all business records, contracts and other documents and information of the other party existing at the Closing Date and relating to the Acquired Assets, the Assumed Liabilities, the Excluded Liabilities or the conduct of the Business (including copies thereof) as is reasonably necessary for the (a) From administration of the Case, or preparation for or the prosecution or defense of any existing or future Legal Proceeding (other than one by or on behalf of a party to this Agreement) by or against Sellers or Purchaser, (b) preparation 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 filing of any Tax Return 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 election relating to the business and affairs Acquired Assets, the Assumed Liabilities or the conduct of the others (other than data Business and information subject to an attorney/client any audit by any taxing authority of any returns of Purchaser or other privilege)Sellers relating thereto, 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 preparation and filing of any other documents required by applicable law governmental or agreed to in writing, each party hereto shallregulatory bodies, and shall cause each (d) transfer of their respective subsidiaries to, retain all information data to Purchaser relating to the businesses Business. The party requesting such information and affairs of assistance shall reimburse 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 incurred by such party in providing such information and in rendering such assistance, except that Sellers shall bear the costs and expenses of transferring to Purchaser or witnessesits designee data and other information reasonably requested by Purchaser in order to enable Purchaser to establish and operate its own data systems. The access to files, books and records contemplated by this Section 7.02 shall be during normal business hours and upon not less than two Business Days' prior written request, shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained therein, and shall not extend to material subject to a claim of privilege unless expressly waived by the party entitled to claim the same. Unless prohibited by Law, the Sellers shall provide to the Purchaser copies of all personnel records and other Books and Records retained by the Sellers under Section 2.02(c) of this Agreement.

Books and Records; Personnel. (a) Neither Buyer nor Seller nor their respective subsidiaries shall within seven (7) years after the Closing Date or, with respect to tax records within the later of seven (7) years after the Closing Date, or six (6) years of the applicable statute of limitations, as extended, dispose of or destroy any business records or files related primarily to the Business for periods prior to the Closing Date, without first offering to turn over possession thereof to the other Party by written notice at least thirty (30) days prior to the proposed dates of such disposition or destruction; provided that Seller will not be obligated to provide any such information with respect to Excluded Assets. (b) From and after the Closing Date, to the extent reasonably required by a Party in connection with the preparation of tax returns or other legitimate purposes specified in writing, each Party shall allow the other Party and its agents access to all business records and files (other than those containing competitively sensitive or privileged information) related to the Business, which relate to periods prior to the Closing Date, upon reasonable advance notice during normal working hours, and each Party 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 interfere with the normal conduct of business. (c) From and after the Closing Date, each party hereto Party 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, Party upon written requestrequest at the requesting Party’s expense: (i) personnel to assist locating and obtaining, its officers, directors, employees and agents as witnesses subject to the extent that limitations herein, such persons may records and files for periods prior to the Closing Date; and (ii) personnel whose assistance or participation is reasonably be required in connection with any legalanticipation of, administrative preparation for, or the prosecution or defense of existing or future claims or actions, tax returns or other proceedings arising out of the business of the others matters 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, Parties do not have 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 partyadverse interest. (d) Each party providing Any confidential, proprietary or trade secret information or witnesses provided under this Section 6.5 may not be disclosed to any third party without the prior consent of the Party initially providing such information. This obligation of confidentiality shall cease to apply to information that is or enters into the public domain through no breach hereof by the Party receiving such information, or is required to be disclosed as a matter of Law (provided that the Party receiving such information shall give prior notice to the others shall be entitled other Party of such requirement and the right to receive from participate in any proceeding regarding such disclosure, and provided further that the recipients, upon the presentation of invoices therefor, payment for all reasonable out-of-pocket costs and expenses incurred in providing Party receiving such information or witnesseshas sought to obtain all available confidentiality protection for such information when disclosed).

Books and Records; Personnel. (a) Neither Buyer nor Sellers nor their respective subsidiaries shall within seven years after the Closing Date or, with respect to tax records within the later of seven years after the Closing Date or six years of the applicable statute of limitations as extended, dispose of or destroy any business records or files of Sellers or Seller Subsidiaries Related to the Business for periods prior to the Closing Date, without first offering to turn over possession thereof to the other Party by written notice at least 30 days prior to the proposed dates of such disposition or destruction. (b) From and after the Closing Date, to the extent reasonably required by a Party in connection with the preparation of Tax Returns or other legitimate purposes specified in writing, each Party shall (subject to applicable contractual and privacy obligations) allow the other Party and its agents access to all business records and files (other than those containing competitively sensitive or privileged information) of Sellers or Seller Subsidiaries Related to the Business, which relate to periods prior to the Closing Date, upon reasonable advance notice during normal working hours, and each Party shall (subject to applicable contractual and privacy obligations) 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 interfere with the normal conduct of business. (c) From and after the Closing Date, each party hereto Party 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, Party 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 request at 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, Party’s expense: (a) such party shall provide no less than 30 days' personnel to assist locating and obtaining records and files for periods prior written notice to the other parties, specifying the information proposed to be destroyed or disposed of, Closing Date; and (b) if personnel whose assistance or participation is reasonably required in anticipation of, preparation for, or the recipient prosecution or defense of such notice shall request existing or future claims or Actions, Tax Returns or other matters in writing prior to which the scheduled date for such destruction or disposal that Parties don’t have 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 partyadverse interest. (d) Each party providing Any confidential, proprietary or trade secret information or witnesses provided under this Section 6.5 6.11 may not be disclosed to any third party without the prior consent of the Party initially providing such information. This obligation of confidentiality shall cease to apply to information that is or enters into, the public domain through no breach hereof by the Party receiving such information, or is required to be disclosed as a matter of law (provided that the Party receiving such information shall give prior notice to the others shall be entitled other Party of such requirement and the right to receive from participate in any proceeding regarding such disclosure, and provided further that the recipients, upon the presentation of invoices therefor, payment for all reasonable out-of-pocket costs and expenses incurred in providing Party receiving such information or witnesseshas sought to obtain all available confidentiality protection for such information when disclosed).