Preservation of Books and Records. (a) For a period of nine years from the Closing Date: (i) Purchaser shall not, and shall cause its Affiliates not to, dispose of or destroy any of the books and records of the Service Solutions Business relating to periods prior to the Closing Date (“Books and Records”) without first offering to turn over possession thereof to SPX by written notice to SPX at least 30 days prior to the proposed date of such disposition or destruction. (ii) Purchaser shall allow SPX and its Representatives access to all Books and Records on reasonable notice and at reasonable times at Purchaser’s principal place of business or at any location where any Books and Records are stored, and SPX shall have the right, at its 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 Purchaser’s business. (iii) Purchaser shall make available to SPX upon written request (A) personnel of Purchaser and its Affiliates to assist SPX in locating and obtaining any Books and Records, and (B) any of such personnel whose assistance or participation is reasonably required by SPX or any of its Affiliates in anticipation of or preparation for, or for depositions or testimony in, existing or future Action or other matters in which SPX or any of its Affiliates is involved. SPX shall reimburse Purchaser for the reasonable out-of-pocket expenses incurred by it in performing the covenants contained in this Section 5.1(a). (b) The period referred to in Section 5.1(a) shall be extended in the event that any Action or investigation has been commenced or is pending or threatened at the termination of such period and such extension shall continue until any such Action or investigation has been settled through judgment or otherwise or is no longer pending or threatened.
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Preservation of Books and Records. (a) For a period of nine seven years from the Closing Date:
(i) Purchaser GE shall not, and shall cause its Affiliates each of the Members of the EST Group and each Purchasing Entity not to, dispose of or destroy any of the books and records of the Service Solutions EST Business relating to periods prior to the Closing Date (“Books and Records”) without first offering to turn over possession thereof to SPX by written notice to SPX at least 30 days prior to the proposed date of such disposition or destruction.
(ii) Purchaser GE shall allow SPX and its Representatives agents access to all Books and Records on reasonable notice and at reasonable times at PurchaserGE’s principal place of business or at any location where any Books and Records are stored, and SPX shall have the right, at its 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 PurchaserGE’s business.
(iii) Purchaser GE shall make available to SPX upon written request (A1) personnel of Purchaser GE, the Purchasing Entities and its Affiliates the Members of the EST Group to assist SPX in locating and obtaining any Books and Records, and (B2) any of such personnel whose assistance or participation is reasonably required by SPX or any of its Affiliates in anticipation of or preparation for, or for depositions or testimony in, existing or future Action or other matters in which SPX or any of its Affiliates is involved. SPX shall reimburse Purchaser GE for the reasonable out-of-pocket expenses incurred by it in performing the covenants contained in this Section 5.1(a6.1(a).
(b) The seven-year period referred to in Section 5.1(a6.1(a) shall be extended in the event that any Action or investigation has been commenced or is pending or threatened at the termination of such seven-year period and such extension shall continue until any such Action or investigation has been settled through judgment or otherwise or is no longer pending or threatened.
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Preservation of Books and Records. (a) For a period ending upon the date that is seven years after the date of nine years from Closing (the Closing Date:“Information Maintenance Period”):
(i) Purchaser Buyer shall not, and shall cause its Affiliates not to, dispose of or destroy any of the books and records of the Service Solutions Company or the CID Business relating to periods prior to the Closing Date (“Books and Records”) without first offering to turn over possession thereof to SPX Seller by written notice to SPX Seller at least 30 days prior to the proposed date of such disposition or destruction.;
(ii) Purchaser Buyer shall allow SPX Seller and its agents and Representatives access to all Books and Records on reasonable notice and at reasonable times during normal business hours at PurchaserBuyer’s principal place of business or at any location where any Books and Records are stored, and SPX Seller shall have the right, right (at its Seller’s own expense, ) to make copies of any such Books and Records, as the Seller is reasonably likely to need in connection with any accounting, auditing or Tax requirement or compliance with any applicable Law or Order; provided, however, that any such access or copying shall be had or done in such a manner so as not to unreasonably disrupt or unduly interfere with the normal conduct of Purchaser’s business.business or operations of the Company; and
(iii) Purchaser Buyer shall use commercially reasonable efforts to make available to SPX Seller upon reasonable advanced written request (A) notice and at times and locations convenient to Buyer the Buyer’s personnel of Purchaser and its Affiliates to reasonably assist SPX Seller in locating and obtaining any Books and Records, and (B) any of such personnel whose assistance or participation is reasonably required by SPX or any of its Affiliates in anticipation of or preparation for, or for depositions or testimony in, existing or future Action or other matters in which SPX or any of its Affiliates is involved. SPX Seller shall reimburse Purchaser Buyer for the reasonable out-of-pocket and documented expenses incurred by it in performing the covenants contained in this Section 5.1(a5.2(a).
(b) The period referred to in Section 5.1(a) Information Maintenance Period shall be extended in the event that any Action litigation or investigation or Proceeding has been commenced by a Governmental Authority or is pending with or threatened in writing by a Governmental Authority at the termination of such period Information Maintenance Period, and such extension shall continue until any such Action litigation or investigation has been settled through judgment or otherwise or is no longer pending or threatenedthreatened in writing.
(c) In the event of any Proceeding or threatened Proceeding between the parties relating to this Agreement, the Transaction Documents or the transactions contemplated hereby or thereby, the covenants in this Section 5.2 shall not be considered a waiver by any party of any right to assert the attorney-client privilege. Stock Purchase Agreement
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Samples: Stock Purchase Agreement
Preservation of Books and Records. (a) For a period ending upon the date that is seven years after the date of nine years from Closing (the Closing Date:“Information Maintenance Period”):
(i) Purchaser Buyer shall not, and shall cause its Affiliates not to, dispose of or destroy any of the books and records of the Service Solutions Company or the CID Business relating to periods prior to the Closing Date (“Books and Records”) without first offering to turn over possession thereof to SPX Seller by written notice to SPX Seller at least 30 days prior to the proposed date of such disposition or destruction.;
(ii) Purchaser Buyer shall allow SPX Seller and its agents and Representatives access to all Books and Records on reasonable notice and at reasonable times during normal business hours at PurchaserBuyer’s principal place of business or at any location where any Books and Records are stored, and SPX Seller shall have the right, right (at its Seller’s own expense, ) to make copies of any such Books and Records, as the Seller is reasonably likely to need in connection with any accounting, auditing or Tax requirement or compliance with any applicable Law or Order; provided, however, that any such access or copying shall be had or done in such a manner so as not to unreasonably disrupt or unduly interfere with the normal conduct of Purchaser’s business.business or operations of the Company; and
(iii) Purchaser Buyer shall use commercially reasonable efforts to make available to SPX Seller upon reasonable advanced written request (A) notice and at times and locations convenient to Buyer the Buyer’s personnel of Purchaser and its Affiliates to reasonably assist SPX Seller in locating and obtaining any Books and Records, and (B) any of such personnel whose assistance or participation is reasonably required by SPX or any of its Affiliates in anticipation of or preparation for, or for depositions or testimony in, existing or future Action or other matters in which SPX or any of its Affiliates is involved. SPX Seller shall reimburse Purchaser Buyer for the reasonable out-of-pocket and documented expenses incurred by it in performing the covenants contained in this Section 5.1(a5.2(a).
(b) The period referred to in Section 5.1(a) Information Maintenance Period shall be extended in the event that any Action litigation or investigation or Proceeding has been commenced by a Governmental Authority or is pending with or threatened in writing by a Governmental Authority at the termination of such period Information Maintenance Period, and such extension shall continue until any such Action litigation or investigation has been settled through judgment or otherwise or is no longer pending or threatenedthreatened in writing.
(c) In the event of any Proceeding or threatened Proceeding between the parties relating to this Agreement, the Transaction Documents or the transactions contemplated hereby or thereby, the covenants in this Section 5.2 shall not be considered a waiver by any party of any right to assert the attorney-client privilege.
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Samples: Stock Purchase Agreement (Superior Uniform Group Inc)
