Common use of Preservation of Books and Records Clause in Contracts

Preservation of Books and Records. For a period of six years from the Closing Date consistent with its own records retention policy: (a) The Buyer shall not dispose of or destroy any of the Books and Records without first offering to turn over possession thereof to the Sellers by written notice to the Sellers at least 60 days prior to the proposed date of such disposition or destruction. (b) The Buyer shall allow the Sellers and their agents access to all Books and Records on reasonable notice and at reasonable times at the Buyer’s principal place of business or at any location where any Books and Records are stored, and the Sellers shall have the right, at their own expense, to make copies of any Books and Records; provided, however, that any such access or copying shall be had or done in such a manner so as not to unduly interfere with the normal conduct of the Buyer’s business. (c) The Buyer shall make available to the Sellers upon reasonable notice to the Sellers and at reasonable times and upon written request (A) the Buyer’s personnel to assist the Sellers in locating and obtaining any Books and Records, and (B) any of the Buyer’s personnel whose assistance or participation is reasonably required by the Sellers or any of their Affiliates in anticipation of, or preparation for, existing or future litigation or other matters in which the Sellers or any of their Affiliates are involved. The Sellers shall reimburse the Buyer for the reasonable out-of-pocket expenses incurred by it in performing the covenants contained in this Section 5.06.

Preservation of Books and Records. For a period of six (6) years from the Closing Date consistent with its own records retention policyDate: (a) The Buyer Buyers shall not dispose of or destroy any of the books and records relating to the Business relating to periods prior to the Closing (the “Books and Records Records”) without first offering to turn over possession thereof to the Sellers by written notice to the Sellers at least 60 sixty (60) days prior to the proposed date of such disposition or destruction. (b) The Buyer Buyers shall allow the Sellers and their agents access to all Books and Records on reasonable notice and at reasonable times at the Buyer’s Buyers’ principal place of business or at any location where any Books and Records are stored, and the Sellers shall have the right, at their own expense, to make copies of any Books and Records; provided, however, that any such access or copying shall be had or done in such a manner so as not to unduly interfere with the normal conduct of the Buyer’s Buyers’ business. (c) The Buyer Buyers shall make available to the Sellers upon reasonable notice to the Sellers and at reasonable times and upon written request (Ai) the Buyer’s Buyers’ personnel to assist the Sellers in locating and obtaining any Books and Records, and (Bii) any of the Buyer’s Buyers’ personnel whose assistance or participation is reasonably required by the Sellers or any of their Affiliates in anticipation of, or preparation for, existing or future litigation or other matters in which the Sellers or any of their Affiliates are involved. The Sellers shall reimburse the Buyer Buyers for the Buyers’ reasonable out-of-pocket third party expenses incurred by it in performing the covenants contained in this Section 5.065.6.

Preservation of Books and Records. For a period of six (6) years from the Closing Date consistent with its own records retention policyor such longer time as may be required by Law: (a) The Buyer Purchaser shall not, and shall cause its Affiliates not to, dispose of or destroy any of the Books books and Records records of the Company or Business relating to periods prior to the Closing without first offering to turn over possession thereof to the Sellers Seller by written notice to the Sellers Seller at least 60 sixty (60) days prior to the proposed date of such disposition or destruction. (b) The Buyer Purchaser shall, and shall cause its Affiliates to, allow the Sellers Seller and their its agents access to all Books such books and Records records on reasonable notice and at reasonable times at the Buyer’s principal place of business Company or at any location where any Books such books and Records records are stored, and the Sellers Seller shall have the right, at their its own expense, to make copies of any Books such books and Recordsrecords; provided, however, that any such access or copying shall be had or done in such a manner so as not to unduly interfere with the normal conduct of the BuyerCompany’s business. (c) The Buyer Purchaser shall, and shall cause its Affiliates to, make available to the Sellers Seller upon reasonable notice to the Sellers Seller and at reasonable times and upon written request (Ai) Purchaser’s or the BuyerCompany’s personnel to assist the Sellers Seller in locating and obtaining any Books such books and Recordsrecords, and (Bii) any of Purchaser’s or the BuyerCompany’s personnel whose assistance or participation is reasonably required by the Sellers Seller or any of their its Affiliates in anticipation of, or preparation for, existing or future litigation Action or other matters in which the Sellers Seller or any of their its Affiliates are involved. The Sellers Seller shall reimburse Purchaser for Purchaser’s or the Buyer for the Company’s reasonable out-of-pocket expenses incurred by it in performing the covenants contained in this Section 5.066.4(c).

Preservation of Books and Records. For a the period of six seven (7) years from after the Merger Closing Date consistent with its own records retention policy:(or longer if required by Law): (a) The Buyer Surviving Corporation shall maintain the books and records of the Company and its Subsidiaries relating to periods prior to the Closing (the “Books and Records”) and shall not dispose of or destroy destroy, or permit the disposition or destruction of, any of the Books and Records without first offering to turn over possession thereof at the Surviving Corporation’s principal place of business to the Sellers GSMP Entities by written notice to the Sellers GSMP Entities at their principal place of business at least 60 sixty (60) days prior to the proposed date of such disposition or destruction. (b) The Buyer Surviving Corporation shall allow the Sellers Original Stockholders and their respective agents access to all Books and Records on reasonable notice and at reasonable times at the Buyer’s principal place of business or at any location where any Books and Records are stored, for the purposes of (i) preparing Tax Returns and complying with the Sellers requirements of any Taxing Authority, (ii) financial reporting and accounting, (iii) complying with requirements of applicable Law and (iv) preparing for and conducting any litigation, and any Original Stockholder shall have the right, at their its own expense, to make copies of any Books and RecordsRecords for such purpose; provided, however, provided that any such access or copying shall be had or done in such a manner so as not to unduly interfere with the normal conduct of the Buyer’s business. (c) The Buyer shall and shall cause its Affiliates to make available to the Sellers Original Stockholders upon reasonable notice to the Sellers and at reasonable times and upon written request (A) the Buyer’s personnel to assist the Sellers Original Stockholders in locating and obtaining any Books and Records, and (B) any Records to which each of the Buyer’s personnel whose assistance or participation Original Stockholders is reasonably required by the Sellers or any of their Affiliates in anticipation of, or preparation for, existing or future litigation or other matters in which the Sellers or any of their Affiliates are involved. The Sellers shall reimburse the Buyer for the reasonable out-of-pocket expenses incurred by it in performing the covenants contained in this Section 5.06entitled.