Common use of Preservation of and Access to Records Clause in Contracts

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 containing provisions similar to those provisions contained in the Confidentiality Agreement.

Preservation of and Access to Records. The Parent Leon Xxxrs agrees that it shall use reasonably commercial efforts to preserve and keep material records of the Company PKI Solutions 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 Leon Xxxrs shall allow the Principal Company PKI Solutions Shareholders, at the Principal Company PKI Solutions 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 PKI Solutions or in connection with any Tax examination of the CompanyPKI Solutions; provided, however, that the Principal Company PKI Solutions Shareholders will have potential liability with respect to such matter only as provided pursuant to the terms of this Agreement. If the Principal Company PKI Solutions Shareholders request assistance hereunder, they shall reimburse the Parent Leon Xxxrs for reasonable out-of-pocket expenses incurred in providing such assistance. In the event the Parent Leon Xxxrs 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 PKI Solutions Shareholders, and the Principal Company PKI Solutions Shareholders shall have the right at their option to object to such destruction by prior written notice given to the Parent Leon Xxxrs within such ninety (90)-day 90) day period, in which case the Parent Leon Xxxrs at its option will either continue to retain possession of such records or it will hand over such records to the Principal Company PKI Solutions Shareholders within one hundred eighty (180) days after the date of the Principal Company PKI Solutions Shareholders' notice to the Parent Leon Xxxrs hereunder. If written Leon Xxxrs does not receive objection is not received by the Parent within such ninety (90)-day 90) day period, the Parent Leon Xxxrs shall be free to dispose of such records as it chooses. In the event such records are delivered to the Principal Company PKI Solutions Shareholders as aforesaid, the Principal Company PKI Solutions 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 PKI Solutions Shareholders agree to execute and deliver to the Parent, on behalf of themselves and Principal Company Shareholders, Leon Xxxrs a reasonable confidentiality agreement in this regard containing provisions similar to those provisions contained in the Confidentiality Agreement.reasonable

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 matters only as provided pursuant to the terms of this Agreement. If the Principal Company Shareholders request assistance hereunder, they shall reimburse the Parent for the Parent's reasonable out-of-pocket expenses incurred in providing such assistanceassistance (excluding the Parent's expenses for making space and records available to the Principal Company Shareholders at the principal office of the Parent). 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 shall execute and deliver to the Parent, on behalf of themselves and Principal the Company Shareholders, a reasonable confidentiality agreement in this regard containing provisions similar to those provisions contained in the Confidentiality Agreement.

Preservation of and Access to Records. The Parent agrees that it shall use reasonably commercial efforts to preserve All books and keep material records of Seller and ICL conveyed to Purchaser hereunder shall be preserved by Purchaser for a period of six (6) years after 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 Date 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 CompanyClosing; provided, however, that 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 ICL and their representatives at all reasonable times during normal business hours of Purchaser during such six-year period with the Principal Company Shareholders right at their expense to make abstracts from and copies thereof, but only after execution of a confidentiality agreement in a form, and concerning matters, reasonably requested by Purchaser and in any event such records may only be used by Seller and ICL for purposes which are not harmful to Purchaser or its affiliates. Purchaser may return such records to Seller and ICL at any time, and Purchaser's obligations to preserve or make available such records shall then terminate. In addition, from and after the Date of Closing, Seller and ICL will have potential liability with respect each afford to Purchaser and its attorneys, accountants and other representatives access, during normal business hours, to such matter only as provided pursuant personnel, books and records that Seller or ICL retains relating to the terms Assets and the Cellular Business, including those assets described in Section 1.2(c), as may reasonably be required in connection with the preparation of this Agreement. If financial information or the Principal Company Shareholders request assistance hereunderfiling of tax returns and will cooperate in all reasonable respects with the other party in connection with claims and litigation asserted by or against third parties, they shall reimburse relating to the Parent for reasonable out-of-pocket expenses incurred in providing such assistancetransactions contemplated hereby. In the event the Parent wishes Seller or ICL is unable to destroy such records after the time periods provide documentation, instruments or agreements specified above, it shall first give ninety (90) days' in Section 12.2 hereof prior written notice to the Principal Company Shareholders, Date of Closing and the Principal Company Shareholders parties nonetheless close the transaction contemplated by this Agreement, Seller or ICL shall have the right at their option provide such documentation, instruments or agreements to object to such destruction by prior written notice given to the Parent Purchaser as promptly as is practicable, but in any event, 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 two years 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 Date 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 containing provisions similar to those provisions contained in the Confidentiality AgreementClosing.