Common use of Preservation of Books and Records Clause in Contracts

Preservation of Books and Records. For a period of seven (7) years after the Closing or such longer time as may be required by Applicable Law: (a) GSRP shall use reasonable best efforts to retain the books and records of the GSRP Parties relating to periods prior to the Closing (the “Books and Records”) in a manner consistent with its document retention policy. (b) The GSRP Parties shall and shall cause their Controlled Affiliates to allow any of the GSAM Entities or GSAM Representatives access to all Books and Records on reasonable notice and at reasonable times at GSRP’s principal place of business or at any location where any Books and Records are stored, and any of the GSAM Entities or GSAM Representatives shall have the right, at their own expense, to make copies of any Books and Records; 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 Business of the GSRP Parties. (c) The GSRP Parties shall and shall cause their Controlled Affiliates to make available to any of the GSAM Entities or GSAM Representatives upon reasonable notice by such GSAM Entities or GSAM Representatives and at reasonable times and upon written request (i) the GSRP Parties’ personnel to assist such GSAM Entities or GSAM Representatives in locating and obtaining any Books and Records, and (ii) any of the GSRP Parties’ personnel whose assistance or participation is reasonably required by such GSAM Entities or GSAM Representatives in anticipation of, or preparation for, existing or future litigation or other matters in which such GSAM Entities are involved, subject to such GSAM Entities reimbursing the GSRP Parties for reasonable out-of-pocket expenses incurred in performing the covenants contained in this Section 6.12.

Preservation of Books and Records. (a) For a the period ending upon the later of (i) seven (7) years after from the end of the calendar year in which the Closing or such longer time as may be required by Applicable Law:occurs and (ii) the expiration of any applicable statute of limitations, including any extensions thereof (the “Information Maintenance Period”): (ai) GSRP Parent shall use reasonable best efforts to retain not, and shall cause the Acquired Companies not to, dispose of or destroy any of the books and records of the GSRP Parties relating to periods prior to the Closing Acquired Companies (the “Books and Records”) in a manner consistent with its document retention policy.); (bii) The GSRP Parties Parent shall allow, and shall cause their Controlled Affiliates the Acquired Companies to allow any of allow, the GSAM Entities or GSAM Holder Representative and its Representatives access to all Books and Records on reasonable notice and at reasonable times in connection with any claim, proceeding or other investigation by a Governmental Entity, any claim by or against a third party or any other proper purpose at GSRPParent’s principal place of business or at any other reasonable location where any Books and Records are stored, and any of the GSAM Entities or GSAM Representatives Holder Representative shall have the right, at their own its sole cost and expense, to make copies of any such Books and Records; providedprovided that, 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 the Business business or operations of the GSRP Parties.Acquired Companies; and (ciii) The GSRP Parties shall Parent shall, and shall cause their Controlled Affiliates the Acquired Companies to, use commercially reasonable efforts to make available to any of the GSAM Entities or GSAM Representatives Holder Representative upon reasonable advance written notice by such GSAM Entities or GSAM Representatives and at reasonable times and upon written request locations reasonably convenient to Parent: (i1) the GSRP Parties’ Parent’s personnel to reasonably assist such GSAM Entities or GSAM Representatives the Holder Representative in locating and obtaining any Books and Records, Records and (ii2) any of the GSRP Parties’ Parent’s personnel whose assistance or participation is reasonably required by such GSAM Entities the Holder Representative or GSAM Representatives its Affiliates in anticipation of, of or preparation for, or for depositions or testimony in, existing or future litigation or other matters in which the Holder Representative or any of its Affiliates is involved. (b) The Information Maintenance Period shall be extended in the event that any action, litigation, investigation or proceeding has been commenced or is pending or threatened in writing at the termination of such GSAM Entities are involvedInformation Maintenance Period, subject to and such GSAM Entities reimbursing the GSRP Parties for reasonable out-of-pocket expenses incurred extension shall continue until any such litigation or investigation has been settled through judgment or otherwise or is no longer pending or threatened in performing the covenants contained in this Section 6.12writing.

Preservation of Books and Records. (a) For a period of seven six (76) years after from the Closing Date or such longer time as may be required by Applicable Law: (ai) GSRP Buyer shall use reasonable best efforts not and shall cause its Affiliates not to retain dispose of or destroy any of the books and records of the GSRP Parties Business or either of the Transferred Entities relating to periods prior to the Closing (the “Books and Records”) in a manner consistent with its document retention policywithout first offering to turn over possession thereof to Atmel by written notice to Atmel at least sixty (60) days prior to the proposed date of such disposition or destruction. (bii) The GSRP Parties Buyer shall and shall cause their Controlled its Affiliates to allow any of the GSAM Entities or GSAM Representatives Atmel and their representatives, agents, attorneys, auditors and advisors access to all Books and Records on reasonable notice and at reasonable times at GSRPBuyer’s principal place of business or at any location where any Books and Records are stored, and any of the GSAM Entities or GSAM Representatives Atmel shall have the right, at their own expense, to make copies of any Books and Records; 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 Business of the GSRP PartiesBuyer’s business. (ciii) The GSRP Parties Buyer shall and shall cause their Controlled its Affiliates to make available to any of the GSAM Entities or GSAM Representatives Atmel, at Atmel’s expense, upon reasonable notice by such GSAM Entities or GSAM Representatives to Buyer and at reasonable times and upon written request (i) the GSRP Parties’ Buyer’s personnel to assist such GSAM Entities or GSAM Representatives Atmel in locating and obtaining any Books and Records, and (ii) any of the GSRP Parties’ Buyer’s personnel whose assistance or participation is reasonably required by such GSAM Entities Atmel or GSAM Representatives any of their Affiliates in anticipation of, or preparation for, existing or future litigation Litigation or other matters in which Atmel or any of their Affiliates or their respective businesses are involved as long as in any such GSAM Entities Litigation, Buyer is not in an adverse position against Atmel or its Affiliates involved in such Litigation. (b) For a period of three (3) years from the Closing Date and in accordance with Atmel’s Document Retention Policy, Atmel shall not and shall cause its Affiliates not to dispose of or destroy electronic copies of the Books and Records and allow Buyer and its representatives, agents, attorneys, auditors and advisors access to all such Books and Records on reasonable notice and at reasonable times at Atmel’s principal place of business or at any location where any Books and Records are involvedstored, subject and Buyer shall have the right, at its own expense, to make copies of any Books and Records, but all in compliance with applicable Laws (including those that relate to data privacy and discovery rules) that govern the preservation and transfer of such GSAM Entities reimbursing the GSRP Parties for reasonable out-of-pocket expenses incurred in performing the covenants contained in this Section 6.12Books and Records.

Preservation of Books and Records. (1) For a period of seven six (76) years after from the Closing Date, the Purchaser and Glacier (to the extent within its control)shall use all reasonable efforts to preserve and retain, or cause the Corporation and any Indemnity Subsidiary to preserve and retain, all material Books and Records relating to the Corporation and any Indemnity Subsidiary prior to the Closing. (2) The Purchaser and Glacier shall not, at any time, dispose of or destroy any of the Books and Records without first offering to turn over possession thereof to the Vendor by written notice to the Vendor at least sixty (60) days prior to the proposed date of such longer disposition or destruction. (3) At any time as may be required by Applicable Lawfor a period of six (6) years from the Closing Date and thereafter in the event that either Party has issued an Indemnification Notice to the other Party, or the Vendor otherwise requires access to such Books and Records: (a) GSRP The Purchaser and Glacier shall use reasonable best efforts to retain allow the books Vendor and records of the GSRP Parties relating to periods prior to the Closing (the “Books and Records”) in a manner consistent with its document retention policy. (b) The GSRP Parties shall and shall cause their Controlled Affiliates to allow any of the GSAM Entities or GSAM Representatives access to all Books and Records within their control on reasonable notice and at reasonable times at GSRP’s the Purchaser's or Glacier's principal place of business or at any location where any Books and Records are stored, and any of the GSAM Entities or GSAM Vendor and its Representatives shall have the right, at their own expense, right 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 Business business of the GSRP PartiesCorporation or any Indemnity Subsidiary. (cb) The GSRP Parties Purchaser and Glacier shall, or shall and shall (in the case of Glacier, to the extent within its control) cause their Controlled Affiliates to the Corporation and/or any Indemnity Subsidiary to, make available to any of the GSAM Entities or GSAM Representatives Vendor at the Vendor's request upon reasonable notice by such GSAM Entities or GSAM Representatives and at reasonable times and upon at the Vendor's sole cost written request request: (i) the GSRP Parties’ Corporation's and the Indemnity Subsidiary's personnel to assist such GSAM Entities or GSAM Representatives the Vendor in locating and obtaining any Books and Records, ; and (ii) any of the GSRP Parties’ Corporation's and the Indemnity Subsidiary's personnel whose assistance or participation (including as witnesses) is reasonably required by such GSAM Entities the Vendor or GSAM Representatives any of its Affiliates in anticipation of, or preparation for, existing or future litigation or other matters in which such GSAM Entities the Vendor or any of its Affiliates are involved, subject including in connection with the preparation of any report or Tax Return to such GSAM Entities reimbursing be filed by the GSRP Parties Vendor under Applicable Law or otherwise or for reasonable out-of-pocket expenses incurred the purposes of responding to or defending against any action, suit, proceeding, audit, investigation or claim in performing respect of any Taxes arising prior to the covenants contained Closing Date relating to the Corporation or any Indemnity Subsidiary. (4) The Vendor and Xxxxxxxxx International shall maintain the confidentiality of any information (other than information that is already in the public domain or that the Vendor and Xxxxxxxxx International have in their possession on or prior to the date hereof, except to the extent specifically covered by any confidentiality undertaking) received from the Purchaser as a result of its access to the Books and Records under this Section 6.124.02 and, except as otherwise authorized by the Purchaser, will not disclose to any third party (except as may be required by Applicable Law or in any suit, action or proceeding involving the Vendor or Xxxxxxxxx International) any such information.

Preservation of Books and Records. For a period of seven (7) years after from the Closing Date (or such longer time as may be if required by Applicable applicable Law:): (a) GSRP Parent shall, and shall use reasonable best efforts cause the Surviving Corporation and its Subsidiaries to, preserve and keep the records held by the Surviving Corporation and its Subsidiaries relating to retain the books and records respective businesses of the GSRP Parties relating to periods prior to the Closing Corporation and its Subsidiaries (the “Books and Records”). Parent shall not and shall cause the Surviving Corporation and Parent’s and the Surviving Corporation’s respective Affiliates not to dispose of or destroy any of the Books and Records without first offering to turn over possession thereof to the Representative by written notice to the Representative at least sixty (60) in a manner consistent with its document retention policydays prior to the proposed date of such disposition or destruction. (b) The GSRP Parties shall Upon reasonable request by the Representative for purposes of complying with any applicable Tax, financial reporting or regulatory requirements or for purposes for complying with any requests from Governmental Entities with respect to periods or occurrences prior to the Effective Time, Parent shall, and shall cause their Controlled Affiliates the Surviving Corporation and the Surviving Corporation’s Subsidiaries to, (i) provide the Representative and its representatives with electronic access to allow any portions of the GSAM Entities or GSAM Representatives Books and Records that are available in electronic format, (ii) allow the Representative and its representatives reasonable access to all other Books and Records on reasonable notice and at reasonable times at GSRPthe Surviving Corporation’s principal place of business or at any location where any Books and Records are stored, stored and any of permit the GSAM Entities or GSAM Representatives shall have the rightRepresentative and its representatives, at their own expense, to make copies of any such Books and Records; 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 Business of the GSRP Parties. Records and (ciii) The GSRP Parties shall and shall cause their Controlled Affiliates to make available to any of the GSAM Entities or GSAM Representatives upon reasonable notice by such GSAM Entities or GSAM Representatives Surviving Corporation’s and at reasonable times its Subsidiaries’ employees and upon written request (i) the GSRP Parties’ personnel to assist such GSAM Entities or GSAM Representatives in locating and obtaining any Books and Records, and (ii) any of the GSRP Parties’ personnel representatives whose assistance or participation is reasonably required by such GSAM Entities or GSAM Representatives the Representative and its representatives in anticipation of, or preparation for, existing or future litigation Litigation, Tax contest, audit, investigation, insurance claims or other matters in which the Representative or any of its respective Affiliates are involved related to Pre-Closing Periods, other than, in each case of clauses (ii) and (iii), in connection with any Litigation brought by (x) the Representative or any of its respective Affiliates against Parent, Merger Sub or any of their Affiliates (including, from and after the Effective Time, the Surviving Corporation and its Subsidiaries), or (y) Parent, Merger Sub or any of their Affiliates (including, from and after the Closing, the Surviving Corporation and its Subsidiaries, against the Representative); provided, that such GSAM Entities are involvedaccess does not interfere with the normal operations of the Surviving Corporation or its Subsidiaries and is permissible under applicable Law (including Exigency Actions). Notwithstanding anything to the contrary contained herein or otherwise, subject none of Parent, the Surviving Corporation nor any of its Subsidiaries shall be required to provide access to or to disclose information where such GSAM Entities reimbursing access or disclosure would reasonably be expected to (A) jeopardize the GSRP Parties for attorney-client privilege or other immunity or protection from disclosure of the Surviving Corporation or its Subsidiaries, (B) contravene any (x) Law or (y) Contract or any obligation of confidentiality or data protection, in the case of this clause (y), in existence as of the date hereof or entered into in the ordinary course of business after the date hereof, (C) result in the disclosure of competitively sensitive information, (D) in light of COVID-19, any Exigency Actions, jeopardize the health or safety of any employee of the Surviving Corporation or any other Person; provided, that in the case of clauses (A) through (D) the Surviving Corporation shall use commercially reasonable out-of-pocket expenses incurred efforts to make alternative arrangements to disclose such information in performing a manner that does not lead to the covenants contained consequences described in this Section 6.12clauses (A) through (B).

Preservation of Books and Records. For a period of seven six (76) years after following the Closing or such longer time as may be required by Applicable Law: (a) GSRP Parent shall use reasonable best efforts to retain not, and shall cause its Affiliates not to, dispose of or destroy any of the books and records of the GSRP Parties Company or any of its Subsidiaries relating to periods prior to the Closing (the “Books and Records”) in a manner consistent with its document retention policy.without first offering to turn over possession thereof to the Unitholders’ Representative by written notice to the Unitholders’ Representative at least thirty (30) days prior to the proposed date of such disposal or destruction; (b) The GSRP Parties shall Parent shall, and shall cause their Controlled its Affiliates to allow any of to, provide the GSAM Entities or GSAM Representatives Unitholders’ Representative and its representatives reasonable access to all the Books and Records on upon reasonable notice and at reasonable times at GSRPParent’s principal place of business or at any location where any Books and Records are stored, and any of the GSAM Entities or GSAM Representatives Unitholders’ Representative shall have the right, at their its own expense, to make copies of any of the Books and Records; provided, provided that any such access or copying shall be had or done in such a manner so as not to unduly unreasonably interfere with the normal conduct of Parent’s business or adversely affect the Business of the GSRP Parties.ability to assert attorney-client privilege or attorney work product or compromise any proprietary or sensitive information contained in such Books and Records; provided that Parent will use its reasonable best efforts to make appropriate substitute disclosure arrangements under such circumstances; and (c) The GSRP Parties shall Parent shall, and shall cause their Controlled its Affiliates to to, make available to any of the GSAM Entities or GSAM Representatives Unitholders’ Representative upon reasonable notice by such GSAM Entities or GSAM Representatives and at reasonable times and in accordance with reasonable procedures established by Parent, upon written request of the Unitholders’ Representative (i) the GSRP PartiesParent’s or its Affiliates’ personnel to assist such GSAM Entities or GSAM Representatives the Unitholders’ Representative in locating and obtaining any Books and Records, Records and (ii) any of the GSRP PartiesParent’s or its Affiliates’ personnel whose assistance or participation is reasonably required by such GSAM Entities the Unitholders’ Representative or GSAM Representatives any of its representatives in anticipation of, or preparation for, any existing or future litigation Litigation or other matters matter in which such GSAM Entities are any Equityholder or any of its Affiliates is involved, subject to such GSAM Entities reimbursing the GSRP Parties Parent’s being reimbursed for reasonable out-of-pocket expenses incurred in performing the covenants contained in this Section 6.125.8. (d) For six (6) years following the Closing, the Unitholders’ Representative shall not, and shall cause its Affiliates not to, disclose to any other Person by any means any non-public information of the Company or its Subsidiaries included in the Books and Records; unless (i) such disclosure is required by applicable Law or legal or administrative process, including responding to any summons or subpoena; (ii) such disclosure is made in connection with the Unitholders’ Representative’s or its Affiliate’s fundraising, marketing, information or reporting activities and consists only of non-public information of the type that the Unitholders’ Representative or its Affiliates would ordinarily disclose about its or their former portfolio companies in connection with such activities, (iii) such disclosure is made in connection with any Litigation to which the Unitholders’ Representative or any Affiliate is a party, whether as plaintiff or defendant or a witness, or (iv) such disclosure is made to such Unitholders’ Representative’s or its Affiliate’s attorneys, accountants or other advisors that are subject to a similar obligation of confidentiality to the Unitholders’ Representative. In the event such disclosure is required by applicable Law, legal or administrative process, the Unitholders’ Representative shall provide Parent with prompt written notice thereof (unless prohibited by Law) so that Parent or the Surviving Company may seek a protective order or other appropriate remedy; provided, that if such protective order or other remedy is not obtained, the Unitholders’ Representative or such other Person will furnish only that portion of the non-public information that is legally required to be disclosed and will obtain reliable assurance that confidential treatment will be accorded any such non-public information so furnished. Notwithstanding the foregoing, Parent and the Company acknowledge that the Unitholders’ Representative has advised that certain of its Affiliates are registered investment advisors or regulated financial institutions and thus subject to routine examinations, investigations, regulatory sweeps or other regulatory inquiries, and agree that such Persons shall not be required to comply with the process described in this Section 5.8(d) in respect of disclosures made to a regulatory agency, self-regulatory organization, governmental agency or examiner thereof in the course of any such routine examinations, investigations, sweeps or inquiries that are not targeted towards Parent or the Surviving Corporation, and any such disclosure shall be permitted.