Preservation of and Access to Records. The Purchaser shall preserve all books and records of the Company transferred as part of the Assets for a period of six (6) years after the Closing Date; provided, however, the Purchaser may destroy any part or parts of such records upon obtaining written consent of the Company for such destruction, which consent shall not be unreasonably withheld, delayed or conditioned. Such records shall be made available to the Company and its representatives at all reasonable times during normal business hours of the Purchaser during said six-year period with the right at its expense to make abstracts from and copies thereof.
Preservation of and Access to Records. The Parent agrees that it shall use reasonably commercial efforts to preserve and keep material records of the Company until the later of: (1) December 31, 2004; (2) any longer period as may be required by any governmental agency or ongoing litigation; or (3) in the case of records relating to the proper assessment or the payment of Taxes, until the expiration of the applicable statute of limitations (including waivers and extensions). The Parent shall allow the Principal Company Shareholders, at the Principal Company Shareholders' cost, to inspect and copy such records during normal business hours and upon reasonable written notice as may be reasonably required in connection with any legal proceedings against, or governmental investigations of, the Company or in connection with any Tax examination of the Company; provided, however, that the Principal Company Shareholders will have potential liability with respect to such matter only as provided pursuant to the terms of this Agreement. If the Principal Company Shareholders request assistance hereunder, they shall reimburse the Parent for reasonable out-of-pocket expenses incurred in providing such assistance. In the event the Parent wishes to destroy such records after the time periods specified above, it shall first give ninety (90) days' prior written notice to the Principal Company Shareholders, and the Principal Company Shareholders shall have the right at their option to object to such destruction by prior written notice given to the Parent within such ninety (90)-day period, in which case the Parent at its option will either continue to retain possession of such records or it will hand over such records to the Principal Company Shareholders within one hundred eighty (180) days after the date of the Principal Company Shareholders' notice to the Parent hereunder. If written objection is not received by the Parent within such ninety (90)-day period, the Parent shall be free to dispose of such records as it chooses. In the event such records are delivered to the Principal Company Shareholders as aforesaid, the Principal Company Shareholders shall maintain the confidentiality thereof, and shall not disclose to any third party or otherwise make public any information therein, except as required by applicable law, and the Principal Company Shareholders agree to execute and deliver to the Parent, on behalf of themselves and Principal Company Shareholders, a reasonable confidentiality agreement in this regard...
Preservation of and Access to Records. The Purchaser shall preserve or cause the Company and the Subsidiaries to preserve all books and records of the Company and the Subsidiaries for a period of six (6) years after the Closing Date, or any later date of retention required by Applicable Law; PROVIDED, HOWEVER, the Purchaser may destroy any part or parts of such records upon obtaining written consent of the Shareholder for such destruction, which consent may be withheld in the Shareholder's absolute discretion. Such records shall be made available to the Shareholder and its representatives at all reasonable times during normal business hours of the Company and/or the Subsidiaries, as applicable, during said six-year period with the right at the Shareholder's expense to make abstracts from and copies thereof.
Preservation of and Access to Records. All books and records of Seller, Licensee and Shareholder conveyed to Purchaser hereunder shall be preserved by Purchaser for a period of six (6) years after the Date of Closing; provided, however, Purchaser may destroy any part or parts of such records upon obtaining written consent of Shareholder for such destruction, which consent shall not be unreasonably withheld. Such records shall be made available to Seller, Licensee and Shareholder and their representatives at all reasonable times during normal business hours of Purchaser during said six-year period with the right at their expense to make abstracts from and copies thereof. Purchaser may return such records to Seller, Licensee and Shareholder at any time and Purchaser's obligation to preserve or make available such records shall thereupon terminate.
Preservation of and Access to Records. Purchaser shall preserve or cause Company to preserve all books and records of Company for a period of nine (9) years after the later of Closing Date, or the filing date of any Company tax return due post-closing or any later date of retention required by Applicable Law; provided, however, Purchaser may destroy any part or parts of such records upon obtaining written consent of Seller for such destruction, which consent may be withheld in Seller’s absolute discretion. Such records shall be made available to Seller and its representative at all reasonable times during normal business hours of Company, during said retention period with the right at Seller’s expense to make abstracts from and copies thereof.
Preservation of and Access to Records. Buyer agrees that it shall preserve and keep the records of the Company delivered to it hereunder for period of five (5) years from the Closing, or for any longer period as may be required by any governmental agency or ongoing litigation, and shall make such records available to Seller and its affiliates as may be reasonably required by Seller and its affiliates in connection with any legal proceedings against or governmental investigations of Seller or its affiliates or in connection with any tax examination of Seller or its affiliates. In the event Buyer wishes to destroy such records after that time, it shall first give 90 days' prior written notice to Seller and Seller shall have the right at its option, upon prior written notice given to Buyer within said 90-day period, to take possession of said records within 180 days after the date of Seller's notice to Buyer hereunder.
Preservation of and Access to Records. The Purchaser shall preserve all books and records of the Company transferred as part of the Assets for a period of six (6) years after the Closing Date; provided, however, the Purchaser may (i) destroy any part or parts of such records upon obtaining written consent of the Company for such destruction, which consent shall not be unreasonably withheld, delayed or conditioned, or (ii) return to the Company or the Company Parent such records in lieu of such preservation. Such records shall be made available to the Company and its representatives at all reasonable times during normal business hours of the Purchaser during said six-year period with the right at its expense to make abstracts from and copies thereof.
Preservation of and Access to Records. The Purchaser shall take all reasonable steps to preserve and keep the records of the Acquired Companies, the Company and each of the Subsidiaries, including the Books and Records, for a period of six years from the Closing Date, or for any longer period as may be required by any Laws or Governmental Authority, and shall make such records available to the Vendor as may be reasonably required by it. The Vendor acknowledges that the Purchaser shall not be liable to the Vendor in the event of any accidental destruction of such records, caused otherwise than by the gross negligence of the Purchaser.
Preservation of and Access to Records. All books and records of the Corporation shall be preserved by Purchaser for a period of seven (7) years after the Closing Date; provided, however, Purchaser may destroy any part or parts of such records upon obtaining written consent of Seller for such destruction, which consent shall not be unreasonably withheld. Such records shall be made available to Seller and his representatives at all reasonable times during normal business hours of Purchaser during said seven-year period with the right at their expense to make copies thereof. Purchaser may return such records to Seller at any time and Purchaser’ obligation to preserve or make available such records shall thereupon terminate.
Preservation of and Access to Records. The Purchaser shall preserve or cause the Company to preserve all books and records of the Company existing on the Closing Date for a period of six (6) years after the Closing Date, or any later date of retention required by Applicable Law; provided, however, the Purchaser may destroy any part or parts of such records upon obtaining written consent of the Shareholder for such destruction, which consent may be withheld in the Shareholder’s absolute discretion. Such records shall be made available to the Shareholder and its representatives at all reasonable times during normal business hours of the Company during said six (6) year period with the right at the Shareholder’s expense to make abstracts from and copies thereof. The Shareholder and its Affiliates shall preserve all books and records pertaining to the Company in the possession of it or any Affiliate and existing on the Closing Date for a period of six (6) years after the Closing Date, or any later date of retention required by Applicable Law; provided, however, the Shareholder and its Affiliates may destroy any part or parts of such records upon obtaining written consent of the Purchaser for such destruction, which consent may be withheld in the Purchaser’s absolute discretion. Such records shall be made available to the Purchaser and its representatives at all reasonable times during normal business hours of the Shareholder during said six (6) year period with the right at the Purchaser’s expense to make abstracts from and copies thereof.
