Preservation of Corporate Records. Seller shall preserve and keep the Corporate Records for a period of seven years from the Closing Date and shall make such Corporate Records and personnel, if any, of Seller available to Buyer as Buyer may reasonably require (i) in connection with, among other things, any insurance claims by, Legal Proceedings against or governmental investigations of Buyer or (ii) in order to enable Buyer to comply with its obligations under the Code, any other applicable statute with respect to taxation, this Agreement and each other agreement, document or instrument contemplated hereby. If Seller wishes to destroy such Corporate Records after such seven year period, then Seller shall first give 90 days prior written notice to Buyer and Buyer shall have the right at its option and expense, upon prior written notice given to Seller within that 90 day period, to take possession of the Corporate Records within 180 days after the date of such notice.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Hollywood Com Inc), Asset Purchase Agreement (Big Entertainment Inc), Asset Purchase Agreement (Big Entertainment Inc)
Preservation of Corporate Records. Seller shall preserve and keep the Corporate Records for a period of seven years from the Closing Date and shall make such Corporate Records and personnel, if any, of Seller available to Buyer as Buyer may reasonably require (ia) in connection with, among other things, any insurance claims by, Legal Proceedings against or governmental investigations of Buyer or (iib) in order to enable Buyer to comply with its obligations under the Code, any other applicable statute with respect to taxation, this Agreement and each other agreement, document or instrument contemplated hereby. If Seller wishes to destroy such Corporate Records after such seven year period, then Seller shall first give 90 ninety (90) days prior written notice to Buyer and Buyer shall have the right at its option and expense, upon prior written notice given to Seller within that 90 ninety (90) day period, to take possession of the Corporate Records within 180 one hundred eighty (180) days after the date of such notice.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Hollywood Media Corp), Asset Purchase Agreement (Hollywood Media Corp)