Preservation of and Access to Books and Records. The Purchaser shall preserve and keep all Books and Records of the Business and all information relating to the accounting, business, financial and Tax affairs of the Business in existence on the Closing Date or that come into existence after the Closing Date but relate to the Business prior to the Closing Date for a period of seven (7) years thereafter, or for any longer period (i) as may be required by any federal, state, local or foreign governmental body or agency, (ii) as may be reasonably necessary with respect to the prosecution or defense of any audit or other Action that is then pending or threatened, or (iii) that is equivalent to the period established by any applicable statute of limitations (or any extension or waiver thereof) with respect to matters pertaining to Taxes. For a period of four (4) years following the seven (7) year period specified above, if the Purchaser wishes to destroy such records, the Purchaser shall first provide the Sellers the opportunity to take possession of the same.
Preservation of and Access to Books and Records. For a period of six and one-half years from and after the Closing (or such longer period as may be required by any Governmental Authority or ongoing Action):
(a) the Purchaser shall not, and shall not permit any Acquired Entity to, destroy, alter or otherwise dispose of any of the books and records and files of any of the Acquired Entities relating to the period preceding the Closing Date, without first giving 30 days’ prior written notice to the Seller. Upon such notice, the Seller shall have the right, at its option and expense, upon prior written notice to the Purchaser within such 30-day period, to take possession of the records and files within 15 days after the date of such notice. The Purchaser shall bear the costs associated with preserving these records.
(b) the Purchaser shall allow, and shall cause the Acquired Entities to allow, the Seller and any of the Seller’s Representatives reasonable access during normal business hours to all employees and files of the Acquired Entities and any books and records and other materials of the Acquired Entities relating to periods prior to the Closing Date in connection with general business purposes, whether or not relating to or arising out of this Agreement or the Transactions (including the preparation of any Tax Return, amended Tax Return or claim for refund of Taxes (and any materials necessary for the preparation of any of the foregoing), and financial statements for periods ending on or prior to the Closing Date), to comply with the rules and regulations of the Internal Revenue Service or any other Governmental Authority or otherwise relating to the Seller’s other businesses or operations, including in connection with the preparation and audit of an Acquired Entity’s financial statements.
Preservation of and Access to Books and Records. Buyer agrees that it shall preserve and keep all books and records of the Acquired Business and all information relating to the accounting, business, financial and tax affairs of the Acquired Business in existence on the Closing Date or which come into existence after the Closing Date, but relate to the Acquired Business prior to the Closing Date for a period of six (6) years thereafter, or for any longer period (i) as may be required by any federal, state, local or foreign governmental body or agency; (ii) as may be reasonably necessary with respect to the prosecution or defense of any audit, suit, action, litigation or administrative arbitration or other proceeding or investigation that is then pending or threatened or (iii) that is equivalent to the period established by any applicable statute of limitations (or any extension or waiver thereof) with respect to matters pertaining to taxes. Buyer agrees not to destroy any books, records or other documents containing such information without the prior written consent of Zila. Buyer shall afford to Zila and its employees, counsel and other authorized representatives, at no charge, (i) complete access, at all reasonable times to the books and records of the Acquired Business and all information relating to such accounting, business, financial or tax affairs relating to the Acquired Business, concerning (x) any matter relating to this Agreement; (y) any business of the Acquired Business prior to the Closing or (z) other business of Seller where Acquired Business information is required and (ii) the reasonable services of Buyer's employees to assist Seller or Zila with respect to such matters.
Preservation of and Access to Books and Records. For a period of three (3) years following the Closing Date, Buyer shall provide to Sellers and their respective Affiliates and representatives (after reasonable advance notice and during regular business hours) reasonable access to, including the right to make copies of, all books and records included in and otherwise related to the Purchased Assets, to the extent necessary to permit Sellers to determine any matter relating to their respective rights and obligations hereunder, to any Proceeding or to any Pre-Closing Tax Period (for example, for purposes of any Tax or accounting audit or any claim or litigation matter) or otherwise related to the Excluded Assets or Excluded Liabilities, for periods prior to the Closing and shall preserve such books and records until the latest of (a) such period as shall be consistent with Buyer’s records retention policy in effect from time to time, (b) the retention period required by applicable Law, (c) the conclusion of all bankruptcy proceedings relating to the Chapter 11 Cases and (d) in the case of books and records relating to Taxes, the expiration of the statute of limitations applicable to such Taxes. Such access shall include access to any information in electronic form to the extent reasonably available.
Preservation of and Access to Books and Records. (a) Each of Buyer and Parent agrees that it shall preserve and keep the financial records held by it or its Affiliates relating to the Business for a period of seven years from the Closing Date and shall make such financial records and personnel available to Seller, at the sole expense of Seller, as may be reasonably required by Seller in connection with, among other things, any insurance claims, the litigation set forth on the Disclosure Schedule, proceedings or Tax audits against or governmental investigations of Seller or any of its Affiliates or in order to enable Seller to comply with its obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. Such availability shall include reasonable access upon reasonable advance notice to Buyer or Parent, subject to restrictions under applicable Legal Requirements, to the books and records transferred to Buyer or Parent to the extent necessary for the preparation of financial statements, regulatory filings or Tax Returns of Seller or its Affiliates in respect of periods ending on or prior to Closing, or in connection with any proceedings during such seven-year period. Seller shall be entitled, at its sole cost and expense, to make copies of the books and records to which it is entitled to access pursuant to this Section 6.9.
(b) Seller agrees that it shall preserve and keep the financial records held by it or its Affiliates relating to the Business for a period of seven years from the Closing Date and shall make such financial records and personnel available to Buyer and Parent, at the sole expense of Buyer and Parent, as may be reasonably required by Buyer and Parent in connection with, among other things, any insurance claims, the litigation set forth on the Disclosure Schedule, proceedings or Tax audits against or governmental investigations of Buyer and Parent or any of their Affiliates or in order to enable Buyer and Parent to comply with their obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. Such availability shall include reasonable access upon reasonable advance notice to Seller, subject to restrictions under applicable Legal Requirements, to the books and records retained by Seller or any Retained Subsidiary to the extent necessary for the preparation of financial statements, regulatory filings or Tax Returns of Buyer, Parent or their respective Affiliates in respect of periods ending...
Preservation of and Access to Books and Records. The Purchaser shall preserve and keep all Books and Records of the Business and all information relating to the accounting, business, financial and Tax affairs of the Business that are in existence on the First Closing Date or that come into existence after the First Closing Date but relate to the Business prior to the First Closing Date (in the case of the FDS Assets and the FDS Liabilities) or the Second Closing Date (in the case of the GE/Macy’s Assets and the GE/Macy’s Liabilities) or the Third Closing Date (in the case of the May Assets and the May Liabilities) for a period of seven (7) years after the Third Closing Date, or for any longer period (i) as may be required by any federal, state, local or foreign governmental body or agency, (ii) as may be reasonably necessary with respect to the prosecution or defense of any audit or other Action that is then pending or threatened, or (iii) that is equivalent to the period established by any applicable statute of limitations (excluding any extension or waiver thereof) with respect to matters pertaining to Taxes. For a period of four (4) years following the seven (7) year period specified above, if the Purchaser wishes to destroy such records, the Purchaser shall first provide the Sellers the opportunity to take possession of the same (at the Sellers’ cost and expense).
Preservation of and Access to Books and Records. (a) Prior to the Closing, Henkel will, and will cause its Subsidiaries and the JV Entities to, permit Ecolab and its Subsidiaries, and their advisors and auditors, through their authorized representatives, reasonable access during normal business hours (at no charge, cost or expense to Henkel, its Subsidiaries or the JV Entities) to any and all of the properties, assets, books, records and other documents of each of the JV Entities as Ecolab may reasonably request, and Henkel will, and will cause its Subsidiaries and the JV Entities to, furnish to Ecolab such information and copies of such documents and records pertaining to the JV Entities as Ecolab shall reasonably request.
(b) Henkel shall not, and shall cause its Subsidiaries not to, destroy any books or records (including, without limitation, correspondence, memoranda, books of account, legal books, environmental reports, tax reports and returns, manufacturing, production and technical service records and the like) which have not been transferred with the JV Entities in connection with the consummation of the transactions contemplated by the Transaction Documents but which can reasonably be deemed to relate to Henkel's or its Subsidiaries' operation of the business of the JV Entities (including, without limitation, records with respect to tax, pension, severance and litigation matters), and reasonably relating to events occurring prior to the Closing and to transactions or events occurring subsequent to the Closing which are related to or arise out of transactions or events occurring prior to the Closing Date. After the Closing Date and for so long as such books and records are required by law to be maintained, Henkel shall ensure that any such books and records are not disposed of or destroyed without giving Ecolab forty-five (45) days notice of the intention to dispose of such books and records, during which period Ecolab shall have the right to take possession of any such books and records.
(c) So long as the books and records which are subject to this Section 9.1 are in the possession of Henkel or its Subsidiaries, Henkel shall permit, during normal business hours (at no charge, cost or expense to Henkel or its Subsidiaries), Ecolab and its Subsidiaries, as the case may be, and their auditors, through their authorized representatives, to have reasonable access to and examine and take copies of all such books and records.
(d) Henkel shall direct its employees and those of its Subsidiaries to render...
Preservation of and Access to Books and Records. The Purchaser shall preserve and keep all Books and Records relating to the Acquired Assets and Assumed Liabilities and all information relating to the accounting, business, financial and Tax affairs of relating to the Acquired Assets and Assumed Liabilities in existence on the Closing Date or that come into existence after the Closing Date but relate to the Acquired Assets or Assumed Liabilities prior to the Closing Date for a period of five (5) years thereafter, or for any longer period (i) as may be required by any federal, state, local or foreign governmental body or agency, (ii) as may be reasonably necessary with respect to the prosecution or defense of any audit or other Action that is then pending or threatened, or (iii) that is equivalent to the period established by any applicable statute of limitations (or any extension or waiver thereof) with respect to matters pertaining to Taxes. For a period of two (2) years following the five (5) year period specified above, if the Purchaser wishes to destroy such records, the Purchaser shall first provide the Seller the opportunity to take possession of the same.
Preservation of and Access to Books and Records. Fleet shall cause the LLC to preserve and keep all books and records of the Business and all information relating to the accounting, business, financial and Tax affairs of the Business in existence on the Closing Date or which come into existence after the Closing Date but relate to the Business prior to the Closing Date for a period of seven (7) years thereafter, or for any longer period (i) as may be required by any federal, state, local or foreign governmental body or agency, (ii) as may be reasonably necessary with respect to the prosecution or defense of any audit, suit, action, litigation or administrative arbitration or other proceeding or investigation that is then pending or threatened, or (iii) that is equivalent to the period established by any applicable statute of 33 34 limitations (or any extension or waiver thereof) with respect to matters pertaining to Taxes. For a period of four (4) years following the seven (7) year period specified above, if the LLC wishes to destroy such records, the LLC shall first provide the Company the opportunity to take possession of same.
Preservation of and Access to Books and Records. Dxxx Mexico, on the one hand, and Desc Automotriz and Sxxxxx, on the other hand, shall (i) cause each of the Dxxx Targets and the Desc Targets, respectively, to preserve and keep their respective Books and Records delivered to them in connection with or in the possession of the Dxxx Targets or the Desc Targets, as the case may be, at the completion of the Transactions for a period of five (5) years from the Closing Date, or for any longer period as may be required by Applicable Law or Governmental Authority or as set forth in this Section 7.10(a), and (ii) make such Books and Records available to the other Parties as may be reasonably required by them, including in connection with a Claim by any Party against another under this Agreement, any Third Party Claim, any external reporting requirements, or in order to comply with any Applicable Law, regulation or stock exchange rule; 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 the Dxxx Targets or the Desc Targets. Furthermore, Desc Automotriz acknowledges that Dxxx Mexico shall not be liable to Desc Automotriz in the event of any accidental destruction of the Books and Records of the Dxxx Targets caused after Closing other than by the negligence of the Dxxx Parties or the Dxxx Targets management. Dxxx Mexico acknowledges that Desc Automotriz shall not be liable to Dxxx Mexico in the event of any accidental destruction of the Books and Records of the Desc Targets caused after Closing other than by the negligence of Desc Parties or the Desc Targets management.
