Common use of Maintenance of Books and Records Clause in Contracts

Maintenance of Books and Records. Each of Seller and Purchaser shall preserve until the fifth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the Assets or the Business prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party, and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the Assets or the Business prior to the Closing Date, and the other party and its representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (A) as required by any applicable Laws, (B) with the prior written consent of the party who owns such information, which consent shall not be unreasonably withheld, delayed or conditioned or (C) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the other party objects to the destruction, in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of Seller and Purchaser shall (and Purchaser will cause Holdings to) each preserve until the fifth anniversary of the Closing Date all records possessed or to be Records possessed by such party relating to any of the Assets or the Business or Assets prior to the Closing DateDate for a period of at least six years following the fiscal year to which the Records relate. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party parties and their representatives with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (ia) the officers and employees of such party, party and (iib) the books of account and records Records of such party, but, in each case, only to the extent relating to the Assets or the Business prior to the Closing Date, and the other party parties and its their representatives shall have the right to make copies of such books and recordsRecords; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further providedfurther, provided that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (Ax) as required by any applicable Lawslaw, (By) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Cz) where such information becomes available to the public generally, or becomes generally known to competitors of such party, party through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such books and records Records may nevertheless be destroyed by a party if such party sends to the other party parties written notice of its intent to destroy such books and recordsthe Records, specifying with particularity the contents of the books and records Records to be destroyed. Such books and records Records may then be destroyed after the 30th day after such notice is given unless the other another party objects to the destruction, destruction in which case the party seeking to destroy the books and records Records shall deliver such books and records Records to the objecting party.

Maintenance of Books and Records. (a) Each of Seller and Purchaser shall preserve until the fifth seventh anniversary of the Closing Date all records Books and Records possessed or to be possessed by such party relating to any of the Assets assets, liabilities or business of the Business prior to the Closing Date. Seller shall give Purchaser written notice of any Books and Records discovered by Seller that were not transferred to Purchaser because such Books and Records were not located on the Real Property or the Leased Property. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party parties and their representatives with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party, party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the Assets assets, liabilities or business of the Business prior to the Closing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and party, its affiliates, officers, directors and representatives will use due care to not disclose such information except (Ai) as required by any applicable Lawslaw, (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party parties written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the other another party objects to the destruction, destruction in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of Seller The Sellers and Purchaser shall each preserve until the fifth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the Assets or the Business or Assets prior to the Closing DateDate for a period of at least six years following the fiscal year to which the records relate. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party parties and their representatives with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (ia) the officers officers, employees and employees other duly appointed representatives of such party, party and (iib) the books of account and records of such party, but, in each case, only to the extent relating to the Assets or the Business prior to the Closing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further providedfurther, provided that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (Ax) as required by any applicable Lawslaw, (By) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Cz) where such information becomes available to the public generally, or becomes generally known to competitors of such party, party through sources other than the requesting party, its affiliates Affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party parties written notice of its intent to destroy such books and the records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the other another party objects to the destruction, destruction in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of Seller and Purchaser shall preserve until the fifth fourth anniversary of the Closing Date all records possessed or to be possessed by such party relating primarily to any of the Transferred Assets or the operation of the Software Business prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party with reasonable access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the relevant officers and employees of such party, party and (ii) the books of account and records of such party, but, in each case, only to the extent primarily relating to the Transferred Assets or the operation of the Software Business prior to the Closing Date, and the other party and its representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further provided, provided that, as to so much of the extent such information as constitutes trade secrets or confidential business information of such party, the requesting party will not, and shall ensure that its officers, directors and representatives will use due care are bound not to not disclose such information except (Ai) as required by any applicable LawsLaw, (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, party and its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after following delivery of such notice is given unless the other party objects to the destruction, in which case the party seeking to destroy the books and records shall either agree to retain such records or to deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of Seller and Purchaser Buyer shall preserve until the fifth seventh anniversary of the Closing Date all records possessed or to be possessed by such party relating to any the Purchased Assets, Assumed Liabilities or operations of the Assets or the Photomask Business prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party with access, upon prior reasonable written request specifying the need therefor, during regular normal business hours, to (i) the relevant officers and employees of such party, party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the Assets or Purchased Assets, Assumed Liabilities and operations of the Photomask Business prior to the Closing Date, and the other party and its representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further provided, provided that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (Ax) as required by any applicable LawsLaw, (By) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Cz) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, party and its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after following delivery of such notice is given unless the other party objects to the destruction, in which case the party seeking to destroy the books and records shall either agree to retain such records or deliver such books and records to the objecting party at the objecting party's expense.

Maintenance of Books and Records. Each of Seller and Purchaser PRG shall each preserve until the fifth seventh anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the Assets assets, liabilities or business of the Business prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party, party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the Assets assets, liabilities or business of the Business prior to the Closing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (Ai) as required by any applicable Lawslaw, (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party after the third anniversary of the Closing Date if such party sends to the other party parties written notice of its intent to destroy such books and records, specifying with particularity particularly the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the other another party objects to the destruction, destruction in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of Seller and Purchaser the Buying Parties shall preserve until the fifth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the Assets assets, liabilities or business of the Business Practice prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, such each party shall provide the other party with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party, party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the Assets assets, liabilities or business of the Business Practice prior to the Closing DateClosing, and the other party and its representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (Ai) as required by any applicable Lawslaw, (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the other party objects to the destruction, in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting party.

Maintenance of Books and Records. Each Except as otherwise required by law, each of Seller and Purchaser shall preserve until the fifth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the Assets assets, liabilities or business of the Business prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party, party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the Assets assets, liabilities or business of the Business prior to the Closing Date, and the other party and its representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (Ai) as required by any applicable Lawslaw, (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates Affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the other party objects to the destruction, in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of Seller Xxxxxx’x, Sellers and Purchaser shall preserve until the fifth third anniversary of the Closing Date all records possessed or to be possessed by such party Party relating to any of the Assets assets, liabilities or business of the Business prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, such party Party shall provide the other party Parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (ia) the officers officers, directors, accountants, and employees of such party, Party and (iib) the books of account and records of such party, but, in each case, only to the extent relating to the Assets or the Business prior to the Closing DateParty, and the other party Parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such partyParty; and further provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such partyParty, the requesting party Party and its officers, directors and representatives will use due care to not disclose such information except (Ai) as required by any applicable Lawslaw, (Bii) with the prior written consent of the party who owns such informationParty, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such partyParty, through sources other than the requesting partyParty, its affiliates Affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party Party if such party Party sends to the other party Party written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the other party Party objects to the destruction, in which case case, the party Party seeking to destroy the books and records shall deliver such books and records to the objecting partyParty.

Maintenance of Books and Records. Each of Seller the Seller, the Purchaser and Purchaser the Subsidiary shall preserve until the fifth tenth (10th) anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the Assets assets, liabilities or business of the Cables Business prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party with access, upon prior reasonable written request specifying the need therefortherefore, during regular business hours, to (i) the officers and employees of such party, and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the Assets assets, liabilities or business of the Cables Business prior to the Closing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further provided, provided that, as to so much of the extent such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (Ai) as required by any applicable Laws, law or legal process (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information is or becomes available to the public generally, or is or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party parties written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th thirtieth (30th) day after such notice is given unless the other another party objects object to the destruction, destruction in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting party.

Maintenance of Books and Records. Each For a period of Seller and Purchaser shall preserve until the fifth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the Assets or the Business prior to the Closing Date. After seven (7) years after the Closing Date, where there is a legitimate purposeBuyer agrees to retain in accordance with the Company’s historical record retention policy (and shall cause the Company to retain) and Buyer shall not (and shall not permit the Company to) dispose of or destroy, other than in compliance with such party shall provide historical record retention policy, any of, the other party with access, upon prior reasonable written request specifying material business records and files of the need therefor, during regular business hours, to (i) the officers and employees of such party, and (ii) the books of account and records of such party, but, in each case, only to the extent Company or relating to the Assets or the Business all periods prior to the Closing Date, in the form such business records and files existed as of the Closing Date. Buyer shall make such copies, if any, reasonably available to the Seller Representative or its Representatives and for a period of seven (7) years after the Closing Date to the extent necessary for the Seller Representative or its Representatives to (w) fulfill any of its obligations hereunder or under any other party and Transaction Document, (x) satisfy any if its representatives shall have reporting or similar obligations to any of its members, or (y) respond to any claim for indemnification pursuant to the right to make copies of such books and recordsterms hereof; provided, however, that the foregoing right of any such access shall not be exercisable conducted in such a manner as not to interfere unreasonably with the normal operations and business of such party; and further provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (A) as required by any applicable Laws, (B) with the prior written consent operation of the party who owns business. Notwithstanding the foregoing, any and all such information, which consent shall not be unreasonably withheld, delayed or conditioned or (C) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party Buyer at any time if such party sends to the other party Seller Representative written notice of its intent to destroy such books and records, specifying with particularity in reasonable detail the contents of the books and records to be destroyed. Such books and ; such records may then be destroyed after the 30th thirtieth (30th) calendar day after following such notice is given unless the other Seller Representative notifies the destroying party objects that it desires to the destructionobtain possession of such records, in which case event the destroying party seeking to destroy shall transfer the books and records shall deliver such books and records to the objecting partySeller Representative.

Maintenance of Books and Records. Each of Seller and Purchaser shall shall, preserve until the fifth tenth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the Assets assets or liabilities of the Business, or the Business operation of the Business, prior to the Closing Date. At the end of such period, such records may then be destroyed no earlier than the 30th day after such notice is given unless another party objects to the destruction, in which case the party seeking to destroy the records shall either agree to retain such records or deliver such records to the objecting party at the objecting party's cost. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (ia) the officers and employees of such party, party and (iib) the books of account and records of such party, but, in each case, only to the extent relating to the Assets assets, liabilities or business of the Business prior to the Closing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further provided, further that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors directors, and representatives will use due care to not disclose such information except to the extent such information (Aa) as is required by any applicable Laws, to be disclosed pursuant to an order or request of a judicial authority or Governmental Entity having competent jurisdiction (B) with the prior written consent of provided the party who owns seeking to disclose such information, which consent shall if not be unreasonably withheldprohibited by such authority or Governmental Entity or applicable Law, delayed provides the other party or conditioned parties with reasonable prior notice thereof) or (Cb) where such information becomes which can be shown to have been generally available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by as a party if such party sends to the other party written notice result of its intent to destroy such books and records, specifying with particularity the contents a breach of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the other party objects to the destruction, in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting partythis Section 7.2.

Maintenance of Books and Records. Each of Seller and Purchaser shall preserve until the fifth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the Assets Assets, Assumed Liabilities or the Business of Seller prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party, and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the Assets Assets, Assumed Liabilities or the Business of Seller prior to the Closing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (Ai) as required by any applicable Lawslaw, (Bii) with the prior written consent of the party who owns such information, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party parties written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the other another party objects to the destruction, in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of Seller and Purchaser shall preserve until the fifth seventh anniversary of the Closing Date all records possessed or to be possessed by such party relating to any the assets, liabilities or operations of the Assets or the Commercial Logic Business prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the relevant officers and employees of such party, party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the Assets or assets, liabilities and operations of the Commercial Logic Business prior to the Closing Date, and the other party and its representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further provided, provided that, as to so much of such information as constitutes trade secrets berets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (Ai) as required by any applicable LawsLaw, (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, party and its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after following delivery of such notice is given unless the other party objects to the destruction, in which case the party seeking to destroy the books and records shall either agree to retain such records or to deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of Seller and Purchaser shall preserve until the fifth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the Assets assets, liabilities or business of the Public Safety Software Business prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party, party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the Assets assets, liabilities or business of the Public Safety Software Business prior to the Closing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (Ai) as required by any applicable Lawslaw, (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such action is consistent with past practice and such party sends to the other party parties written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the other another party objects to the destruction, destruction in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of Seller The Sellers and the Purchaser shall preserve until the fifth seventh anniversary of the Closing Date all records Books and Records possessed or to be possessed by such party relating to any of the Assets assets, liabilities or business of the Sellers' Business prior to the Closing Date. After the Closing Date, where there is a legitimate reasonable business purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party, party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the Assets assets, liabilities or business of the Sellers' Business prior to the Closing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided. However, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; the party providing access thereto may designate a site other than its offices as the location for such inspections; and further provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives representative will use due care to not disclose such information information, except (Ai) as required by any applicable Lawslaw, (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party parties written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the other another party objects to the destruction, in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of (a) Seller and Purchaser shall preserve until the fifth sixth anniversary of the Closing Date all records Books and Records possessed or to be possessed by such party relating to any of the Assets assets, liabilities or the Business business of Seller prior to the Closing Date. Seller shall give Purchaser written notice of any Books and Records discovered by Seller that were not transferred to Purchaser. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party, party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the Assets or the Business prior to the Closing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and party, its affiliates, officers, directors and representatives will use due care to not disclose such information except (Ai) as required by any applicable Lawslaw, (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party parties written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the other another party objects to the destruction, destruction in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of Seller Sellers and Purchaser AirTran shall preserve until the fifth seventh anniversary of the Closing Date (or, with respect to any Sellers, until such time as such Seller is liquidated) all records possessed or to be possessed by such party relating to any the ownership, leasing or operation of the Transferred Assets or the Business prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the relevant officers and employees of such party, and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the, ownership, leasing or operation of the Transferred Assets or the Business prior to the Closing Date, and the other party and its representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further provided, provided that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will shall use due care to not disclose such information except (Ai) as required by any applicable LawsLaw, (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, party and its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after following delivery of such notice is given unless the other party objects to the destruction, in which case the party seeking to destroy the books and records shall either agree to retain such records or to deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of Seller the Sellers and Purchaser PRG shall preserve until the fifth seventh anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the Assets assets, liabilities or business of the Business prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party parties, and their respective agents, with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party, party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the Assets assets, liabilities or business of the Business prior to the Closing Date, and the other party parties and its their representatives shall have the right right, at their own expense, to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (Ai) as required by any applicable Lawslaw, (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party after the third anniversary of the Closing Date if such party sends to the other party parties written notice of its intent to destroy such books and records, specifying with particularity particularly the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the other another party objects to the destruction, destruction in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of Seller and Purchaser shall preserve until the fifth second anniversary of the Closing Date all electronic records possessed or to be (excluding emails) possessed by such party directly relating to any the assets, liabilities or operations of the Assets or the Business prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the relevant officers and employees of such party, party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the Assets or assets, liabilities and operations of the Business prior to the Closing Date, and the other party and its representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further provided, provided that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (Ai) as required by any applicable LawsLaw, (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, party and its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after following delivery of such notice is given unless the other party objects to the destruction, in which case the party seeking to destroy the books and records shall either agree to retain such records or to deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of Seller Sellers and Purchaser shall preserve until the fifth seventh anniversary of the Closing Date (or, with respect to any Sellers, until such time as such Seller is liquidated) all records possessed or to be possessed by such party relating to any the assets, liabilities or operations of the Transferred Assets or the Business prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the relevant officers and employees of such party, party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the assets, liabilities and operations of the Transferred Assets or the Business prior to the Closing Date, and the other party and its representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further provided, provided that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will shall use due care to not disclose such information except (Ai) as required by any applicable LawsLaw, (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, party and its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after following delivery of such notice is given unless the other party objects to the destruction, in which case the party seeking to destroy the books and records shall either agree to retain such records or to deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of Seller and Purchaser shall preserve until the fifth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the Purchased Assets or the Business prior to the Closing Date. In the event Purchaser exercises its payment option under Section 2.03(b)(iv), it shall maintain such records until the eighth anniversary of the Closing Date. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party, party and (ii) the books of account and records of such party, but, in each case, but only to the extent relating to the Purchased Assets and Product including the location of Product, the amount of Product manufactured or the Business prior in use, and other records relating to the Closing Datecalculation of Gross Income, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (Ai) as required by any applicable Lawslaw, (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources source other than the requesting party, its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party parties written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the other party objects to the destruction, in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting party.after

Maintenance of Books and Records. Each of Seller Compuware and Purchaser CACI shall preserve or cause to be preserved until the fifth sixth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the Assets or the Business Assumed Liabilities prior to the Closing Date. After the Closing Date, where there is a legitimate purposepurpose (which shall be deemed to include tax filings of either party), such party shall provide the other party with access, upon prior prior, written reasonable written request specifying the need therefor, during regular business hours, to (ia) the officers and employees of such party, party and (iib) the books of account and records of such party, but, in each case, only to the extent relating to the Assets or the Business Assumed Liabilities prior to the Closing Date, and the other party and its representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further provided, provided that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (Ai) as required by any applicable Lawslaw, (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party parties written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the other another party objects to the destruction, in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of Seller The Covanta Parties and Purchaser the City shall preserve until the fifth anniversary of the Closing Date (or, with respect to OFM, until such time as OFM is liquidated) all records possessed or to be possessed by such party Party relating to any of the Assets or the Business Assigned Contracts prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, such party Party shall provide the other party Party with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the relevant officers and employees of such party, Party and (ii) the books of account and records of such partyParty, but, in each case, only to the extent relating to the Assets or the Business Assigned Contracts prior to the Closing Date, and the other party Parties and its representatives shall have the right to make copies of such books and records; provided, however, provided that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (A) as required by any applicable Laws, (B) with the prior written consent of the party who owns such information, which consent shall not be unreasonably withheld, delayed or conditioned or (C) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representativesParty. Such books and records may nevertheless be destroyed by a party Party if such party Party sends to the other party Parties written notice of its intent to destroy such books and records, specifying with reasonable particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th thirtieth day after following delivery of such notice is given unless the other party Parties objects to the destruction, in which case the party Party seeking to destroy the books and records shall either agree to retain such records or to deliver such books and records to the objecting partyParty.

Maintenance of Books and Records. Each of Seller the Sellers and Purchaser the Purchasers shall preserve until at least the fifth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the Assets assets, liabilities or the Business business of Xxxxx prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to to: (ia) the officers officers, employees and employees representatives of such party, and (iib) the books of account and records of such party, but, in each case, only to the extent relating to the Assets assets, liabilities or the Business business of Xxxxx prior to the Closing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further providedprovided further, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors employees and representatives will use due care to not disclose such information except except: (Ai) as required by any law or applicable Lawsstock exchange rule, (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheldwithheld or delayed, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors employees or representatives. Such books and records may nevertheless be earlier destroyed by a party if such party sends to the other party parties written notice of its intent to destroy such books and the records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the other another party objects object to the destruction, destruction in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of Seller and Purchaser shall -------------------------------- preserve until the fifth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the Assets assets, liabilities or business of the Business prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party, and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the Assets assets, liabilities or business of the Business prior to the Closing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (Ai) as required by any applicable Lawslaw, (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party parties written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the other another party objects to the destruction, destruction in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of Target, Seller and Purchaser Buyer shall preserve until the fifth tenth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the Assets assets, liabilities or business of the Business prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party, party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the Assets assets, liabilities or business of the Business prior to the Closing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (Ai) as required by any applicable Lawslaw, (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the other party objects to the destruction, in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting party.the

Maintenance of Books and Records. Each of Seller and Purchaser shall preserve until the fifth tenth (10th) anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the Assets assets, liabilities or business of the Business prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party, party and (ii) the books of account and records of such party, but, but in each case, only to the extent relating to the Assets assets, liabilities or business of the Business prior to the Closing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (Ai) as required by any applicable Lawslaw, (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party parties written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th thirtieth (30th) day after such notice is given unless the other another party objects to the destruction, destruction in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of Seller Sellers and Purchaser Buyer shall each preserve until the fifth anniversary of the Closing Date all records possessed or to be possessed by or controlled or to be controlled by such party relating to any of the Assets assets or liabilities of the Business or otherwise relating to the conduct of the Business prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (ia) the officers and employees of such party, party and its Affiliates and (iib) the books of account and records of such party, but, in each case, only to the extent relating to the Assets Assets, the Assumed Liabilities or the conduct of the Business prior to the Closing Date, and the other party and its representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further provided, that, provided that as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (Ai) as required by any applicable Lawslaw, (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates Affiliates or its their respective officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the other party objects to the destruction, in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of Seller Sellers and Purchaser shall preserve until the fifth seventh anniversary of the Closing Date all records possessed or to be possessed by such party relating to any the assets, liabilities or operations of the Assets or the Commercial Logic Business prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the relevant officers and employees of such party, party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the Assets or assets, liabilities and operations of the Commercial Logic Business prior to the Closing Date, and the other party and its representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further provided, provided that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (Ai) as required by any applicable LawsLaw, (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, party and its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after following delivery of such notice is given unless the other party objects to the destruction, in which case the party seeking to destroy the books and records shall either agree to retain such records or to deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of Seller Seller, Exxxxxxxx, Xxxx and Purchaser shall preserve until the fifth tenth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the Assets assets, liabilities or the Business business of Exxxxxxxx prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party, party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the Assets assets, liabilities or the Business business of Exxxxxxxx prior to the Closing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (Ai) as required by any applicable LawsLaw, (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates Affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party parties written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the other another party objects to the destruction, in which case the party seeking to destroy the books and records shall either agree to retain such records or deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of Seller Sellers and Purchaser eStara shall preserve preserve, from and after the Closing Date until the fifth sixth anniversary of the Closing Date Date, all records possessed or to be possessed by such party relating to any of the Assets assets, liabilities or the business of ITXC's eCommerce Business prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party, party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the Assets assets, liabilities or the business of ITXC's eCommerce Business prior to the Closing Date, and the other party and its representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further provided, provided that, as to so much such portion of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (Ai) as required by any applicable Lawslaw, (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates Affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party parties written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the such other party objects to the destruction, in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of Seller and Purchaser shall preserve until the fifth second anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the Assets or the Business prior to the Closing Date, except for those records transferred from Seller to Purchaser at Closing. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party, and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the Assets or the Business prior to the Closing Date, and the other party and its representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (A) as required by any applicable Laws, (B) with the prior written consent of the party who owns such information, which consent shall not be unreasonably withheld, delayed or conditioned or (C) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the other party objects to the destruction, in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of Seller and Purchaser shall shall, preserve until the fifth tenth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the Assets assets or liabilities of the Business, or the Business operation of the Business, prior to the Closing Date. At the end of such period, such records may then be destroyed no earlier than the 30th day after such notice is given unless another party objects to the destruction, in which case the party seeking to destroy the records shall either agree to retain such records or deliver such records to the objecting party at the objecting party's cost. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (ia) the officers and employees of such party, party and (iib) the books of account and records of such party, but, in each case, only to the extent relating to the Assets assets, liabilities or business of the Business prior to the Closing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further provided, further that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors directors, and representatives will use due care to not disclose such information except to the extent such information (Aa) as is required by any applicable Laws, to be disclosed pursuant to an order or request of a judicial authority or Governmental Entity having competent jurisdiction (B) with the prior written consent of provided the party who owns seeking to disclose such information, which consent shall if not be unreasonably withheldprohibited by such authority or Governmental Entity or applicable Law, delayed provides the other party or conditioned parties with reasonable prior notice thereof) or (Cb) where such information becomes which can be shown to have been generally available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by as a party if such party sends to the other party written notice result of its intent to destroy such books and records, specifying with particularity the contents a breach of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the other party objects to the destruction, in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting partythis Section 9.3.

Maintenance of Books and Records. Each of Seller and Purchaser shall preserve until the fifth tenth anniversary of the Closing Date all records Books and Records possessed or to be possessed by such party relating to any of the Assets Purchased Assets, liabilities or business of the Business prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (ia) the officers and employees of such party, party and (iib) the books of account and records of such party, but, in each case, only to the extent relating to the Assets Purchased Assets, Assumed Liabilities, or the Business prior to the Closing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, provided however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further providedprovided further, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives representative will use due care to not disclose such information except (Ai) as required by any applicable Lawslaw, (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors directors, or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party parties written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the other another party objects to the destruction, destruction in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of the Partnership, Seller and Purchaser Buyer shall preserve until the fifth anniversary of the Closing Date Date, all records possessed or to be possessed by or controlled or to be controlled by such party relating to any of the Assets assets, liabilities or business of the Business prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (ia) the officers and employees of such party, party and (iib) the books of account and records of such party, but, in each case, only to the extent relating to the Assets assets, liabilities or business of the Business prior to the Closing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further provided, that, provided that as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (Ai) as required by any applicable Lawslaw, (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party parties written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the other another party objects to the destruction, destruction in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of Parent, Seller and Purchaser shall preserve until the fifth anniversary of in accordance with their respective retention policies in effect on the Closing Date all records possessed or to be possessed by such party relating to any of the Assets assets, liabilities or business of the Business prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party, party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the Assets assets, liabilities or business of the Business prior to the Closing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (Ai) as required by any applicable Lawslaw, (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party parties written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the other another party objects to the destruction, in which case the party seeking to destroy the books and records shall either agree to retain such records or deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of Parent, Seller and Purchaser shall preserve preserve, from and after the Closing Date until the fifth sixth anniversary of the Closing Date Date, all records possessed or to be possessed by such party relating to any of the Assets assets, liabilities or business of the Business prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party, party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the Assets assets, liabilities or business of the Business prior to the Closing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further provided, provided that, as to so much such portion of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (Ai) as required by any applicable Lawslaw, (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates Affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party parties written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the other another party objects to the destruction, in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of Seller the Seller, Cephalon and the Purchaser shall preserve until the fifth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the Assets Facilities or the Business Purchased Assets prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (ia) the officers and employees of such party, party and (iib) the books of account and records of such party, but, in each case, only to the extent relating to the Assets Facilities or the Business Purchased Assets prior to the Closing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (Ax) as required by any applicable Lawslaw, (By) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Cz) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party parties written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the other another party objects to the destruction, destruction in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of Seller Sellers and Purchaser Buyer shall preserve until the fifth third anniversary of the Closing Date all material records possessed or to be possessed by such party relating to any of the Assets assets, liabilities or business of LINCOLN, except that certain tax records shall be preserved until the Business prior to the Closing Datestatute of limitations for such tax has passed. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need thereforlegitimate purpose therefore, during regular business hours, to (i) the officers and officers, employees or other representatives of such party, party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the Assets assets, liabilities or the Business prior to the Closing Datebusiness of LINCOLN, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (Ai) as required by any applicable Lawslaw, (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably unreasonably, withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or and representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the other party objects to the destruction, in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of Parent, Seller and Purchaser shall preserve until the fifth sixth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the Assets assets, liabilities or business of the Business prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party, party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the Assets assets, liabilities or business of the Business prior to the Closing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (Ai) as required by any applicable Lawslaw, (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party parties written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th thirtieth (30th) day after such notice is given unless the other another party objects to the destruction, in which case the party seeking to destroy the books and records shall either agree to retain such records or deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of Seller and Purchaser shall (and Purchaser will cause Holdings to) each preserve until the fifth anniversary of the Closing Date all records possessed or to be Records possessed by such party relating to any of the Assets or the Business or Assets prior to the Closing DateDate for a period of at least six years following the fiscal year to which the Records relate. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party parties and their representatives with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (ia) the officers and employees of such party, party and (iib) the books of account and records Records of such party, but, in each case, only to the extent relating to the Assets or the Business prior to the Closing Date, and the other party parties and its their representatives shall have the right to make copies of such books and recordsRecords; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further providedfurther, provided that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (Ax) as required by any applicable Lawslaw, (By) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Cz) where such information becomes available to the public generally, or becomes generally known to competitors of such party, party through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such books and records Records may nevertheless be destroyed by a party if such party sends to the other party parties written notice of its intent to destroy such books and recordsthe Records, specifying with particularity the contents of the books and records Records to be destroyed. Such books and records Records may then be destroyed after the 30th day after such notice is given unless the other party objects to the destruction, in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting party.then

Maintenance of Books and Records. Each of Purchaser and Seller and Purchaser shall preserve until the fifth sixth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the Assets assets, liabilities or the Business business of Xxxxxx prior to the Closing DateClosing. After the Closing DateClosing, where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party, party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the Assets assets, liabilities or the Business business of Xxxxxx prior to the Closing DateClosing, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (Ai) as required by any applicable Lawslaw, (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the other party objects to the destruction, in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of Seller and Purchaser shall preserve until the fifth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the Assets or the Business prior to the Closing Date. After the Closing DateEffective Time, where there is a legitimate purpose, such party each of Sellers and Purchaser shall provide the other party others and their representatives with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party, Party and (ii) the books of account and records of such partyParty, but, in each case, only to the extent relating to the Assets assets, liabilities or operations of the Business prior to the Closing DateEffective Time or the performance of the Assumed Liabilities, and the other party Parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such partyParty; and further further, provided, that, as to so much of such information as constitutes trade secrets Trade Secrets or confidential business information of such partyParty, the requesting party and Party, its affiliates, officers, directors and representatives will use due care to not disclose such information except (Ai) as required by any applicable Lawslaw, (Bii) with the prior written consent of the party who owns such informationParty, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such partyParty, through sources other than the requesting partyParty, its affiliates or its officers, directors or representatives. Such All books and records may nevertheless possessed or to be destroyed possessed by such Party relating to any of the Assets, liabilities or business of the Business prior to the Effective Time shall be preserved for a party if reasonable period of time, but in any event for not less than two years. Before destroying any such party sends records, a Party send to the other party parties written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th 60th day after such notice is given unless the other party another Party objects to the destruction, destruction in which case the party Party seeking to destroy the books and records shall deliver such books and records to the objecting partyParty.

Maintenance of Books and Records. Each of Seller shall and shall cause RII to, and Purchaser shall and shall cause each Acquired Subsidiary to, preserve until the fifth eighth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the Assets assets or liabilities of the Business, or the Business operation of the Business, prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (ia) the officers and employees of such party, party and (iib) the books of account and records of such party, but, in each case, only to the extent relating to the Assets assets, liabilities or business of the Business prior to the Closing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further provided, further that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors directors, and representatives will use due care to not disclose such information except to the extent such information (Aa) as is required to be disclosed by any applicable Laws, Law or pursuant to an order or request of a judicial authority or Governmental Entity having competent jurisdiction (B) with the prior written consent of provided the party who owns seeking to disclose such information, which consent shall not be unreasonably withheld, delayed information provides the other party or conditioned parties with reasonable prior notice thereof) or (Cb) where such information becomes which can be shown to have been generally available to the public generally, or becomes generally known to competitors otherwise than as a result of such party, through sources other than the requesting party, its affiliates or its officers, directors or representativesa breach of this Section 9.2. Such books and records may nevertheless be destroyed by a party if such party sends to the other party parties written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the other another party objects to the destruction, in which case the party seeking to destroy the books and records shall either agree to retain such records or deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of Seller and Purchaser shall preserve until the fifth seventh anniversary of the Closing Date all books and records possessed or to be possessed by such party relating to any of the Purchased Assets or the Business prior to the Closing DateAssumed Liabilities. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party hereto with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (ia) the officers and executive employees of such party, party and (iib) the books of account and records of such party, but, in each case, only to the extent relating to the Purchased Assets or the Business prior to the Closing DateAssumed Liabilities, and the other party and its representatives shall have the right to make copies of such books and records; provided, provided however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further providedprovided further, that, as that to so much of the extent such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives representative will use due care to not disclose such information except (Ai) as required by any applicable Lawslaw, (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors directors, or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the other another party objects to the destruction, destruction in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of Seller Seller, the Company and Purchaser Buyer shall preserve until the fifth seventh anniversary of the Closing Date all books and records possessed or to be possessed by such party relating to any of the Assets assets, liabilities or business of the Business prior to the Closing DateDate and any Post-Closing Period. After Such books and records shall include periods after the Closing Date, and, where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party, party then employed and (ii) the books of account and records of such party, party but, in each case, only to the extent relating to the Assets assets, liabilities or business of the Business prior to the Closing DateDate or for the two year period following closing, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (Ai) as required by any applicable Lawslaw, (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party parties written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th 60th day after such notice is given unless the other another party objects to the destruction, destruction in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting party. Buyer acknowledges and agrees that it shall constitute a legitimate purpose under this Section of any request by the Company or Seller hereunder in connection with the tax returns or any audit, any litigation or investigation against the Company, Seller or an affiliate thereof involving the Business.

Maintenance of Books and Records. Each of Seller Sellers and Purchaser shall preserve until the fifth seventh anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the Assets assets, liabilities or business of the Business prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (ia) the officers officers, directors, accountants, and employees of such party, party and (iib) the books of account and records of such party, but, in each case, only to the extent relating to the Assets or the Business prior to the Closing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (Ai) as required by any applicable Lawslaw, (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the other party objects to the destruction, in which case case, the party seeking to destroy the books and records shall deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of Seller and Purchaser shall preserve until the fifth tenth anniversary of the Closing Date all records possessed or to be possessed by such party Purchaser relating to any of the Assets assets, liabilities or business of the Business prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party, party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the Assets assets, liabilities or business of the Business prior to the Closing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (Ai) as required by any applicable Lawslaw, (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party parties written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the other another party objects to the destruction, destruction in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of Seller and Purchaser shall preserve until the fifth fourth anniversary of the Closing Date all records possessed or to be possessed by such party relating primarily to any of the Transferred Assets or the operation of the Software Business prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party with reasonable access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the relevant officers and employees of such party, party and (ii) the books of account and records of such party, but, in each case, only to the extent primarily relating to the Transferred Assets or the operation of the Software Business prior to the Closing Date, and the other party and its representatives shall have the right to make copies of such books and recordsrecords at their sole expense; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and provided further provided, that, as to so much of the extent such information as constitutes trade secrets or confidential business information Confidential Information of such party, the requesting party will not, and shall ensure that its officers, directors and representatives will use due care are bound not to not disclose such information except (Ai) as required by any applicable LawsLaw, (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, party and its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after following delivery of such notice is given unless the other party objects to the destruction, in which case the party seeking to destroy the books and records shall either agree to retain such records or to deliver such books and records to the objecting party at the objecting party's sole expense.

Maintenance of Books and Records. Each of Seller and Purchaser shall preserve until the fifth seventh anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the Assets assets or liabilities of the Manufacturing Operations or the Business Manufacturing Assets prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party, party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the Assets assets, liabilities, or business of the Business Manufacturing Operations prior to the Closing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further provided, thatfurther, that as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors directors, and representatives will use due care to not disclose such information except to the extent such information (Ai) as is required by any applicable Laws, to be disclosed pursuant to an Order or request of a Governmental Entity having competent jurisdiction (B) with the prior written consent of provided the party who owns seeking to disclose such information, which consent shall not be unreasonably withheld, delayed information provides the other party or conditioned parties with reasonable prior notice thereof) or (Cii) where such information becomes which can be shown to have been generally available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by as a party if such party sends to the other party written notice result of its intent to destroy such books and records, specifying with particularity the contents a breach of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the other party objects to the destruction, in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting partythis Section 10.3.

Maintenance of Books and Records. Each of Seller Compuware, Key Employee and Purchaser DevStream shall preserve until the fifth anniversary of for seven (7) years from the Closing Date all records possessed or to be possessed by such party relating to any of the Assets or the Business Assumed Liabilities prior to the Closing Date. After the Closing Date, where there is a legitimate purposepurpose (which shall be deemed to include tax filings of either party), such party shall provide the other party with access, upon prior prior, written reasonable written request specifying the need therefor, during regular business hours, to (ia) the officers and employees of such party, party and (iib) the books of account and records of such party, but, in each case, only to the extent relating to the Assets or the Business Assumed Liabilities prior to the Closing Date, and the other party and its representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further provided, provided that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (Ai) as required by any applicable Lawslaw, (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party parties written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th thirtieth day after such notice is given unless the other another party objects to the destruction, in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of Seller and Purchaser shall preserve until the fifth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the Assets assets, liabilities or business of the Business prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party, and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the Assets assets, liabilities or business of the Business prior to the Closing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (Ai) as required by any applicable Lawslaw, (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party parties written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the other another party objects to the destruction, destruction in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of Seller and Purchaser shall preserve until the fifth tenth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the Assets assets, liabilities or business of the Business prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party, party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the Assets assets, liabilities or business of the Business prior to the Closing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (Ai) as required by any applicable Lawslaw, (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or and representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party parties written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the other another party objects to the destruction, destruction in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of Seller and Purchaser shall preserve until the fifth anniversary of the Closing Date all records Books and Records possessed or to be possessed by such party relating to any of the Assets Purchased Assets, liabilities or business of the Business prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party, party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the Assets Purchased Assets, Assumed Liabilities, or the Business prior to the Closing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, provided however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further providedprovided further, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives representative will use due care to not disclose such information except (A) as required by any applicable Lawslaw, (B) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (C) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors directors, or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party parties written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the other another party objects to the destruction, destruction in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of Seller and Purchaser shall -------------------------------- preserve until the fifth seventh anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the Assets assets, liabilities or business of the Business prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (ia) the officers officers, managers, accountants, and employees of such party, party and (iib) the books of account and records of such party, but, in each case, only to the extent relating to the Assets or the Business prior to the Closing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (Ai) as required by any applicable Lawslaw, (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates Affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the other party objects to the destruction, in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of Seller and Purchaser shall preserve until the fifth fourth anniversary of the Closing Date all records possessed or to be possessed by such party relating primarily to any of the Transferred Assets or the operation of the Software Business prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party and its representatives with reasonable access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the relevant officers and employees of such party, party and (ii) the books of account and records of such party, but, in each case, only to the extent primarily relating to the Transferred Assets or the operation of the Software Business prior to the Closing Date, and the other party and its representatives shall have the right to make copies of such books and recordsrecords at their sole expense; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and provided further provided, that, as to so much of the extent such information as constitutes trade secrets or confidential business information Confidential Information of such party, the requesting party will not, and shall ensure that its officersrepresentatives are bound not to, directors and representatives will use due care to not disclose such information except (Ai) as required by any applicable LawsLaw, (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, party and its affiliates or its officers, directors or representatives. Notwithstanding the foregoing, no information shall be required to be disclosed to the extent such information may be subject to attorney-client privilege or applicable Law. Such books and records may nevertheless be destroyed by a party if such party sends to the other party written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after following delivery of such notice is given unless the other party objects to the destruction, in which case the party seeking to destroy the books and records shall either agree to retain such records or to deliver such books and records to the objecting party at the objecting party's sole expense.

Maintenance of Books and Records. Each of Seller and Purchaser -------------------------------- shall preserve until the fifth sixth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the Assets or the Business prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party, party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the Assets or the Business prior to the Closing Date, and the other party and its representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (Ai) as required by any applicable Lawslaw, (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates Affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party parties written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the other another party objects to the destruction, destruction in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of Seller and Purchaser Party shall preserve until the fifth seventh anniversary of the Closing Date (or such longer period as may be required by applicable Laws) or, with respect to any pending claim subject to indemnification pursuant to Article V hereof, until final resolution of such claim, all records possessed or to be possessed by such party relating to any of the Assets assets, liabilities or business of the Business Company and its subsidiaries prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, such party shall provide the any other party with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party, party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the Assets assets, liabilities or business of the Business Company and its subsidiaries prior to the Closing Date, and the other party and its representatives shall have the right to make copies of such books and records; providedPROVIDED, howeverHOWEVER, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further providedFURTHER, PROVIDED, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care not to not disclose such information except (A1) as required by any applicable Lawslaw, (B2) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (C3) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the other party objects to the destruction, in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting party.or

Maintenance of Books and Records. Each of Seller and Purchaser shall preserve until the fifth seventh anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the Assets or the Business as existing or conducted prior to the Closing Date, provided, however, that all such records relating to tax matters shall be retained until all tax years included within or prior to the year in which the Closing Date occurs have been closed by all relevant federal, state and local taxing authorities. After the Closing Date, where there is a legitimate purposepurpose (including, without limitation, in connection with defense of third party litigation), such party shall provide the other party with reasonable assistance and access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees authorized Personnel or representatives of such party, party and (iib) the books of account Books and records Records of such party, but, in each case, only to the extent relating to the Assets or the Business prior to the close of business on the Closing Date, and the other party and its representatives shall have the right to make copies of such books Books and recordsRecords; provided, however, that the foregoing right of to assistance and access shall not be exercisable exercised in such a manner as to interfere unreasonably with the normal operations and business of such party; and further further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors authorized Personnel and representatives will use due care to not disclose such information to any third Person, except (Ai) as required by any applicable LawsLaw or Order, (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheldwithheld or delayed, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates Affiliates or its officers, directors Personnel or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party written notice Notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th 60th day after such notice Notice is given unless the other party objects to the destruction, in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting party at the expense of the objecting party.

Maintenance of Books and Records. Each of Seller Sellers and Purchaser shall preserve -------------------------------- until the fifth tenth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the Assets Assets, the Assumed Liabilities or the Business prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers officers, employees and employees representatives of such party, party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the Assets Assets, Assumed Liabilities or the Business prior to the Closing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable -------- ------- in such a manner as to interfere unreasonably with the normal operations and business of such party; and further further, provided, that, as to so much of such ------- -------- information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (Ai) as required by any applicable Lawslaw, (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party parties written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the other another party objects to the destruction, in which case the party seeking to destroy the books and records shall either agree to retain such records or deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of Seller and Purchaser Selling Parties shall preserve until the fifth third (3rd) anniversary of the Closing Date all records possessed or to be possessed by any such party relating to any of the Assets Included Assets, the Assumed Liabilities, or the Business prior to the Closing DateClosing. After the Closing DateClosing, where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (ia) the officers and employees of such party, party and (iib) the books of account and records of such party, but, in each case, only to the extent relating to the Assets Included Assets, the Assumed Liabilities, or the Business prior to the Closing DateClosing, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal business operations and business of such party; and further provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (A) as required by any applicable Laws, (B) with the prior written consent of the party who owns such information, which consent shall not be unreasonably withheld, delayed or conditioned or (C) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party parties written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th thirtieth (30th) day after such notice is given unless the other another party objects to the destruction, in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting party.destruction in

Maintenance of Books and Records. Each of Seller and Purchaser shall preserve until the fifth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the Assets Assets, Assumed Liabilities or the Business of Seller prior to the Closing Date. After the Closing Date, where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party, and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the Assets Assets, Assumed Liabilities or Business of the Business Seller prior to the Closing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (Ai) as required by any applicable Lawslaw, (Bii) with the prior written consent of the party who owns such informationparty, which consent shall not be unreasonably withheld, delayed or conditioned or (Ciii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party parties written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the other another party objects to the destruction, in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of Seller Sellers and Purchaser shall preserve until the fifth seventh (7th) anniversary of the Closing Date (or, with respect to any Seller, until such time as such Seller is liquidated) all records possessed or to be possessed by such party Party relating to any the assets, liabilities or operations of the Acquired Assets or the Business Designated Entities prior to the Closing Date, provided that books and records relating to Taxes shall be retained until the expiration of the applicable statute of limitations. After the Closing Date, where there is a legitimate purpose, such party each Party shall provide the other party Party with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the relevant officers and employees of such party, Party and (ii) the books of account and records of such partyParty, but, in each case, only to the extent relating to the assets, liabilities and operations of the Acquired Assets or the Business Designated Entities prior to the Closing Date, and the other party Party and its representatives shall have the right to make copies of such books and records; provided, however, provided that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further providedParty, thatprovided further, that as to so much of such information as constitutes trade secrets or confidential business information of such party, Party the requesting party and its officers, directors and representatives will use due care to not disclose such information except (A) as required by any applicable Laws, (B) with the prior written consent provisions of the party who owns such information, which consent Section 7.16 shall not be unreasonably withheld, delayed or conditioned or (C) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representativesapply. Such books and records may nevertheless be destroyed by a party Party if such party Party sends to the other party Party written notice of its intent to destroy such books and records, specifying with reasonable particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th thirtieth (30th) day after following delivery of such notice is given unless the other party Party objects to the destruction, in which case the party Party seeking to destroy the books and records shall either agree to retain such records or to deliver such books and records to the objecting party.Party. 7.16