Common use of Preservation of Records Clause in Contracts

Preservation of Records. The Seller and the Purchaser agree that each of them shall preserve and keep the records held by it relating to the respective businesses of the Company and the Subsidiaries for a period of three (3) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, legal proceedings against or governmental investigations of the Seller, the Company or the Purchaser or any of their Affiliates or in order to enable the Seller or the Purchaser to comply with their respective obligations under this Agreement, each of the other Transaction Agreements, each of the other Purchaser Documents, and each other agreement, document or instrument contemplated hereby or thereby. In the event the Seller or the Purchaser wish to destroy such records after that time, such party shall first give thirty (30) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that thirty (30) day period, to take possession of the records within thirty (30) days after the date of such notice.

Preservation of Records. The Subject to Section 9.7.4.2 (relating to the preservation of Tax records), the Seller and the Purchaser agree that each of them shall preserve and keep the records held by it relating to the respective businesses business of the Company and the Subsidiaries for a period of three five (35) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, legal proceedings Legal Proceedings against or governmental investigations of the Seller, the Company Seller or the Purchaser or any of their Affiliates or in order to enable the Seller or the Purchaser to comply with their respective obligations under this Agreement, each of the other Transaction Agreements, each of the other Purchaser Documents, Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event the Seller or the Purchaser wish wishes to destroy such records after that timewithin five (5) years of the Closing Date, such party Party shall first give thirty ninety (3090) days prior written notice to the other and such other party Party shall have the right at its option and expense, upon prior written notice given to such party Party within that thirty ninety (3090) day period, to take possession of the records within thirty (30) days after the date of such noticerecords.

Preservation of Records. The Seller Sellers and the Purchaser agree that each of them shall (and shall cause the Company and the Subsidiaries to) preserve and keep the records held by it them relating to the respective businesses of the Company and the Subsidiaries Business for a period of three seven (37) years from the Closing Date and shall make such records and personnel available to the other upon demand as may be reasonably required by such party in connection with, among other things, any insurance claims by, legal proceedings against or governmental investigations of the SellerSellers, the Company or the Subsidiaries or Purchaser or any of their Affiliates or in order to enable the Seller Sellers or the Purchaser to comply with their respective obligations under this Agreement, each of the other Transaction Agreements, each of the other Purchaser Documents, Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event the Seller Sellers or the Purchaser wish wishes to destroy (or permit to be destroyed) such records after that time, such party shall first give thirty ninety (3090) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that thirty ninety (3090) day period, to take possession of the records within thirty one hundred and eighty (30180) days after the date of such notice.

Preservation of Records. The Seller Subject to Section 8.7 hereof (relating to the preservation of Tax records), the Shareholders and the Purchaser Axiom agree that each of them shall preserve and keep the records held by it them relating to the respective businesses business of the Company IDT and the Subsidiaries for a period of three (3) years from the Closing Date date hereof and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, legal proceedings Legal Proceedings against or governmental investigations of the Seller, the Company IDT or the Purchaser Axiom or any of their respective Affiliates or in order to enable the Seller Shareholders or the Purchaser Axiom to comply with their respective obligations under this Agreement, each of the other Transaction Agreements, each of the other Purchaser Documents, Agreement and each other agreement, document or instrument contemplated hereby or therebyhereby. In the event the Seller either any Shareholder or the Purchaser wish Axiom wishes to destroy such records after that time, such party shall first give thirty ninety (3090) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that thirty ninety (3090) day period, to take possession of the records within thirty one hundred and eighty (30180) days after the date of such notice.

Preservation of Records. The Subject to this Section 7.8, Seller and the Purchaser agree each agrees that each of them it shall preserve and keep the records held by it or its Affiliates relating to the respective businesses of the Company Purchased Assets and the Subsidiaries Assumed Liabilities for a period of three (3) seven years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, legal proceedings against or governmental investigations of the Seller, the Company or the Purchaser Seller or any of their Affiliates or Purchaser or any of its Affiliates or in order to enable the Seller or the Purchaser to comply with their respective its obligations under this Agreement, each of the other Transaction Agreements, each of the other Purchaser Documents, Agreement and each other agreement, document or instrument contemplated hereby or thereby. In Notwithstanding the foregoing, in the event the Seller or the Purchaser wish to destroy (or permit to be destroyed) such records after that timethree years and before seven years, such party may destroy (or permit to be destroyed) such records without liability or obligation to the other party provided that such party wishing to destroy the records shall first give thirty (30) 90 days prior written notice to the other other, receipt of which notice must be acknowledged, and such other party shall have the right at its option and expense, upon prior written notice given to such party within that thirty (30) 90 day period, to take possession of the records within thirty (30) 180 days after the date of such notice.

Preservation of Records. The Seller and the Purchaser agree that each of them shall preserve and keep the records held by it it, Seller’s Subsidiaries or Purchaser’s Affiliates relating to the respective businesses of the Company and the Subsidiaries Seller’s business for a period of three seven (37) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, legal proceedings against or governmental investigations of the Seller, the Company Seller or the Purchaser or any of their Affiliates or in order to enable the Seller or the Purchaser to comply with their respective obligations under this Agreement, each of the other Transaction Agreements, each of the other Purchaser Documents, Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event the Seller or the Purchaser wish wishes to destroy such records before or after that time, such party shall first give thirty ninety (3090) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that thirty such ninety (3090) day period, to take possession of the records within thirty one hundred and eighty (30180) days after the date of such notice.

Preservation of Records. The Seller Subject to Section 6.13(b) ----------------------- hereof (relating to the preservation of Tax records), the Shareholders and the Purchaser agree that each of them shall preserve and keep the records held by it them relating to the respective businesses business of the Company and the Subsidiaries for a period of three (3) five years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, legal proceedings against or governmental investigations of the Seller, the Company Shareholders or the Purchaser or any of their respective Affiliates or in order to enable the Seller Shareholders or the Purchaser to comply with their respective obligations under this Agreement, each of the other Transaction Agreements, each of the other Purchaser Documents, Agreement and each other agreement, document or instrument contemplated hereby or therebyhereby. In the event either the Seller Shareholders or the Purchaser wish wishes to destroy such records after that timetime but prior to December 31, 2006, such party shall first give thirty ninety (3090) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that thirty ninety (3090) day period, to take possession of the records within thirty one hundred and eighty (30180) days after the date of such notice.

Preservation of Records. The Seller and Purchaser and, subject to the Purchaser following sentence, Sellers agree that each of them shall preserve and keep the records held by it or their respective Affiliates relating to the respective businesses of the Company and the Subsidiaries Business for a period of three seven (37) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, legal proceedings Legal Proceedings or Tax audits against or governmental investigations of the Seller, the Company Sellers or the Purchaser or any of their respective Affiliates or in order to enable the Seller Sellers or the Purchaser to comply with their respective obligations under this Agreement, each of the other Transaction Agreements, each of the other Purchaser Documents, Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event the a Seller wishes to destroy such records during such seven-year period, or a Seller or the Purchaser wish wishes to destroy such records after that time, such party shall first give thirty sixty (3060) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that thirty sixty (3060) day period, to take possession of the records within thirty one hundred and twenty (30120) days after the date of such notice.

Preservation of Records. The Seller and the Purchaser agree that each of them shall preserve and keep the records held by it relating to the respective businesses of EMS Business, the Business Office Business, the Company and the Subsidiaries or HRM for a period of three six (36) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, legal proceedings against or governmental investigations of the Seller, the Company or the of Seller or Purchaser or any of their Affiliates or in order to enable the Seller or the Purchaser to comply with their respective obligations under this Agreement, each of the other Transaction Agreements, each of the other Purchaser Documents, and each other agreement, document or instrument contemplated hereby or thereby. In the event the Seller or the Purchaser wish to destroy such records after that time, such party shall first give thirty ninety (3090) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that thirty ninety (3090) day period, to take possession of the records within thirty one hundred and eighty (30180) days after the date of such notice.

Preservation of Records. The (a) Subject to any retention requirements relating to the preservation of Tax records, Seller and the Purchaser agree that each of them shall (and shall cause the Companies to) preserve and keep the records held by it them relating to the respective businesses business of the Company and the Subsidiaries Companies for a period of three seven (37) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, legal proceedings against or governmental investigations of the Seller, the any Company or the Purchaser or any of their Affiliates or in order to enable the Seller or the Purchaser to comply with their respective obligations under this Agreement, each of the other Transaction Agreements, each of the other Purchaser Documents, Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event the Seller or the Purchaser wish wishes to destroy (or permit to be destroyed) such records after that time, such party shall first give thirty ninety (3090) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that thirty ninety (3090) day period, to take possession of the records within thirty sixty (3060) days after the date of such notice.

Preservation of Records. The Seller and the Purchaser agree that each of them shall preserve and keep the records held by it or their Affiliates relating to the respective businesses Business (other than attendance records of the Company Transferred Employees and the Subsidiaries marketing records) for a period of three six (36) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, legal proceedings Legal Proceedings or tax audits against or governmental investigations of the Seller, the Company Seller or the Purchaser or any of their Affiliates or in order to enable the Seller or the Purchaser to comply with their respective obligations under this Agreement, each of the other Transaction Agreements, each of the other Purchaser Documents, Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event the If Seller or the Purchaser wish wishes to destroy such records after that time, such party shall first give thirty ninety (3090) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that thirty ninety (3090) day period, to take possession of the such records within thirty one hundred and eighty (30180) days after the date of such notice.

Preservation of Records. The Subject to Section 8.4(e) hereof (relating to the preservation of Tax records), the Seller and the Purchaser agree that each of them shall preserve and keep the records held by it relating to the respective businesses business of the Company and the Subsidiaries for a period of three (3) years from the Closing Date CLOSING DATE and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, legal proceedings against or governmental investigations of the Seller, the Company Seller or the Purchaser or any of their Affiliates AFFILIATES or in order to enable the Seller or the Purchaser to comply with their respective obligations under this Agreement, each of the other Transaction Agreements, each of the other Purchaser Documents, Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event the Seller or the Purchaser wish wishes to destroy such records after that time, such party shall first give thirty ninety (3090) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that thirty ninety (3090) day period, to take possession of the records within thirty one hundred and eighty (30180) days after the date of such notice.

Preservation of Records. The Seller and the Purchaser Pur- chaser agree that each of them shall preserve and keep the records held by it relating to the respective businesses business of the Company and the Subsidiaries for a period of three two (32) years from the Closing Date (or such longer period as may be required by any Governmental Body or Legal Proceeding or applicable Law) and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, legal proceedings against claim by or Legal Proceeding involving or governmental investigations investigation of the Seller, the Company Seller or the Purchaser or any of their respective Affiliates or in order to enable the Seller or the Purchaser to comply with their respective its obligations under this Agreement, each of the other Transaction Agreements, each of the other Purchaser Documents, and each other agreement, document or instrument contemplated hereby or thereby. In the event the Seller or the Purchaser wish wishes to destroy such records after that timethe applicable record retention period, such party shall first give thirty ninety (3090) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that thirty ninety (3090) day period, to take possession of the records within thirty one hundred and eighty (30180) days after the date of such notice.

Preservation of Records. The Seller Sellers and the Purchaser agree that each of them shall preserve and keep the records held by it or their Affiliates relating to the respective businesses of the Company and the Subsidiaries Business for a period of three seven (37) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, legal proceedings against or governmental investigations of the Seller, the Company Sellers or the Purchaser or any of their Affiliates or in order to enable the Seller Sellers or the Purchaser to comply with their respective obligations under this Agreement, each of the other Transaction Agreements, each of the other Purchaser Documents, Agreement and each other agreement, document or instrument contemplated hereby or thereby. To the extent that any party provides the other with records relating to the Business, such party providing the files shall have the right to duplicate and maintain copies of such files. In the event the Seller Sellers or the Purchaser wish wishes to destroy such records before or after that time, such party shall first give thirty ninety (3090) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that thirty such ninety (3090) day period, to take possession of the records within thirty one hundred and eighty (30180) days after the date of such notice.

Preservation of Records. The Seller Subject to Section 9.4(c) hereof (relating to the preservation of Tax records), each of the Sellers and the Purchaser agree that each of them shall preserve and keep the records held by it relating to the respective businesses business of each of the Company and the Subsidiaries Companies for a period of three (3) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, legal proceedings against or governmental investigations of any of the Seller, the Company Sellers or the Purchaser or any of their Affiliates or in order to enable the Seller Sellers or the Purchaser to comply with their respective obligations under this Agreement, each of the other Transaction Agreements, each of the other Purchaser Documents, Agreements and each other agreement, document or instrument contemplated hereby or thereby. In the event the Seller Sellers or the Purchaser wish wishes to destroy such records after that time, such party shall first give thirty ninety (3090) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that thirty ninety (3090) day period, to take possession of the records within thirty one hundred and eighty (30180) days after the date of such notice.

Preservation of Records. The Seller and the Purchaser agree that each of them shall preserve and keep the records held by it or their Affiliates relating to the respective businesses of the Company and the Subsidiaries Business for a period of three seven (37) years from the Closing Date (or such longer period as may be required by applicable Law) and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, legal proceedings Legal Proceedings or tax audits against or governmental investigations of the Seller, the Company Seller or the Purchaser or any of their Affiliates or in order to enable the Seller or the Purchaser to comply with their respective obligations under this Agreement, each of the other Transaction Agreements, each of the other Purchaser Documents, Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event the Seller or the Purchaser wish wishes to destroy such records before or after that timetime (and such proposed destruction is not in violation of applicable Law), such party shall first give thirty ninety (3090) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that thirty such ninety (3090) day period, to take possession of the records within thirty one hundred and eighty (30180) days after the date of such notice.

Preservation of Records. The Seller Shareholders and the Purchaser agree that each of them shall (and shall cause the Sellers to) preserve and keep the records held by it them relating to the respective businesses Businesses of the Company and the Subsidiaries Sellers for a period of three seven (37) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, legal proceedings against or governmental investigations of the SellerShareholders, the Company Sellers or the Purchaser or any of their Affiliates or in order to enable the Seller Shareholders or the Purchaser to comply with their respective obligations under this Agreement, each of the other Transaction Agreements, each of the other Purchaser Documents, Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event the Seller Shareholders or the Purchaser wish wishes to destroy (or permit to be destroyed) such records after that time, such party shall first give thirty ninety (3090) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that thirty ninety (3090) day period, to take possession of the records within thirty one hundred and eighty (30180) days after the date of such notice.

Preservation of Records. The Seller and the Purchaser agree that each of them shall preserve and keep the records held by it them or their Affiliates relating to the respective businesses of the Company and the Subsidiaries Business for a period of three six (36) years from the Closing Date Time and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, the preparation of any Tax returns or any inquiries or audits related thereto by any Governmental Body, any insurance claims by, legal proceedings Legal Proceedings against or governmental investigations of the Seller, the Company Seller or the Purchaser or any of their Affiliates or in order to enable the Seller or the Purchaser to comply with their respective obligations under this Agreement, each of the other Transaction Agreements, each of the other Purchaser Documents, Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event the Seller or the Purchaser wish wishes to destroy (or permit to be destroyed) such records after that time, such party shall first give thirty ninety (3090) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that thirty ninety (3090) day period, to take possession of the records within thirty one hundred and eighty (30180) days after the date of such notice.

Preservation of Records. The Seller Subject to Section 9.4(e) hereof (relating to the preservation of Tax records), the Company and the Purchaser agree that each of them shall preserve and keep the records held by it relating to the respective businesses business of the Company and the Subsidiaries for a period of three (3) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, legal proceedings against or governmental investigations of the Seller, the Company Seller or the Purchaser or any of their Affiliates or in order to enable the Seller or the Purchaser to comply with their respective obligations under this Agreement, each of the other Transaction Employment Agreements, each of the other Purchaser Documentsas applicable, and each other agreement, document or instrument contemplated hereby or thereby. In the event the Seller Company or the Purchaser wish to destroy such records after that time, such party shall first give thirty ninety (3090) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that thirty ninety (3090) day period, to take possession of the records within thirty one hundred and eighty (30180) days after the date of such notice.

Preservation of Records. The Seller Sellers and the Purchaser agree that each of them shall preserve and keep the records held by it them or their Affiliates relating to the respective businesses of the Company Target Companies and the Subsidiaries Subsidiary for a period of three seven (37) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, legal proceedings or Tax audits against or governmental investigations of the Seller, the Company Sellers or the Purchaser or any of their Affiliates or in order to enable the Seller Sellers or the Purchaser to comply with their respective obligations under this Agreement, each of the other Transaction Agreements, each of the other Purchaser Documents, Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event the Seller Sellers or the Purchaser wish wishes to destroy such records after that time, such party shall first give thirty ninety (3090) days days’ prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that thirty ninety (30) day 90)-day period, to take possession of the records within thirty one-hundred eighty (30180) days after the date of such notice.

Preservation of Records. The Seller Subject to Section 6.13(b) ----------------------- hereof (relating to the preservation of Tax records), the Sellers and the Purchaser agree that each of them shall preserve and keep the records held by it any of them relating to the respective businesses business of the Company and the Subsidiaries Companies for a period of three (3) four years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, legal proceedings against or governmental investigations of the Seller, the Company Sellers or the Purchaser or any of their Affiliates or in order to enable the Seller Sellers or the Purchaser to comply with their respective obligations under this Agreement, each of the other Transaction Agreements, each of the other Purchaser Documents, Noncompetition Agreements and each other agreement, document or instrument contemplated hereby or thereby. In the event any of the Seller Sellers or the Purchaser wish wishes to destroy such records after that time, such party shall first give thirty ninety (3090) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that thirty ninety (3090) day period, to take possession of the records within thirty one hundred and eighty (30180) days after the date of such notice.

Preservation of Records. The Seller Sellers and the Purchaser agree that each of them shall preserve and keep the records held by it or their Affiliates relating to the respective businesses of the Company and the Subsidiaries for a period of three seven (37) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party Party in connection with, among other things, any insurance claims by, legal proceedings Legal Proceedings or Tax audits against or governmental investigations of the Seller, the Company Sellers or the Purchaser or any of their respective Affiliates or in order to enable the Seller Sellers or the Purchaser to comply with their respective obligations under this Agreement, each of the other Transaction Agreements, each of the other Purchaser Documents, Agreement and each other agreement, document or instrument contemplated hereby or thereby; provided, however, that nothing in this Section 5.7 shall require any Party to disclose information to the other Party if such disclosure would violate applicable Law. In the event the any Seller or the Purchaser wish wishes to destroy such records after that time, such party Party shall first give thirty ninety (3090) days prior written notice to the other and such other party Party shall have the right at its option and expense, upon prior written notice given to such party Party within that thirty ninety (3090) day period, to take possession of the records within thirty one hundred and eighty (30180) days after the date of such notice.

Preservation of Records. The Subject to Section 9.8(e) hereof (relating to the preservation of Tax records), the Seller and the Purchaser agree that each of them shall preserve and keep the records held by it relating to the respective businesses business of the Company and the Subsidiaries Companies for a period of three (3) six years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, legal proceedings against or governmental investigations of the Seller, the Company Seller or the Purchaser or any of their Affiliates or in order to enable the Seller or the Purchaser to comply with their respective obligations under this Agreement, each of the other Transaction Agreements, each of the other Purchaser Documents, Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event the Seller or the Purchaser wish wishes to destroy such records after that time, such party shall first give thirty ninety (3090) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that thirty ninety (3090) day period, to take possession of the records within thirty one hundred and eighty (30180) days after the date of such notice.

Preservation of Records. The Seller Subject to Section 9.6.4.2 (relating to the preservation of Tax records), the Sellers and the Purchaser agree that each of them shall preserve and keep the records held by it relating to the respective businesses business of the Company Companies and the Subsidiaries for a period of three five (35) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, legal proceedings Legal Proceedings against or governmental investigations of the Seller, the Company Sellers or the Purchaser or any of their Affiliates or in order to enable the Seller Sellers or the Purchaser to comply with their respective obligations under this Agreement, each of the other Transaction Agreements, each of the other Purchaser Documents, Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event the Seller Sellers or the Purchaser wish wishes to destroy such records after that timewithin five (5) years of the Closing Date, such party shall first give thirty ninety (3090) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that thirty ninety (3090) day period, to take possession of the records within thirty (30) days after the date of such noticerecords.

Preservation of Records. The Subject to Section 9.10(d) (relating to the preservation of Tax records), the Seller Parties and the Purchaser agree that each of them shall preserve and keep the records held by it them relating to the respective businesses business of the Company and the Subsidiaries for a period of three seven (37) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, legal proceedings against or governmental investigations by any Governmental Body of the Seller, the Company Seller Parties or the Purchaser or any of their Affiliates or in order to enable the Seller Parties or the Purchaser to comply with their respective obligations under this Agreement, each of the other Transaction Agreements, each of the other Purchaser Documents, Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event the Seller or Parties of the Purchaser wish wishes to destroy such records after that time, such party shall first give thirty ninety (3090) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that thirty ninety (3090) day period, to take possession of the records within thirty one hundred and eighty (30180) days after the date of such notice.

Preservation of Records. The Subject to Section 9.4(c) hereof (relating to the preservation of Tax records), the Seller and the Purchaser agree that each of them shall preserve and keep the records held by it relating to the respective businesses business of each of the Company and the Subsidiaries Companies for a period of three (3) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, legal proceedings against or governmental investigations of the Seller, the Company Seller or the Purchaser or any of their Affiliates or in order to enable the Seller or the Purchaser to comply with their respective obligations under this Agreement, each of the other Transaction Agreements, each of the other Purchaser Documents, Agreements and each other agreement, document or instrument contemplated hereby or thereby. In the event the Seller or the Purchaser wish wishes to destroy such records after that time, such party shall first give thirty ninety (3090) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that thirty ninety (3090) day period, to take possession of the records within thirty one hundred and eighty (30180) days after the date of such notice.

Preservation of Records. The Seller Subject to Section 9.6.2.3 (relating to the preservation of Tax records), Sellers and the Purchaser agree that each of them shall preserve and keep the records held by it them relating to the respective businesses business of the Company Companies and the Subsidiaries for a period of three five (35) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, legal proceedings Legal Proceedings against or governmental investigations of the Seller, the Company Sellers or the Purchaser or any of their Affiliates or in order to enable the Seller Sellers or the Purchaser to comply with their respective obligations under this Agreement, each of the other Transaction Agreements, each of the other Purchaser Documents, Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event the Seller Sellers or the Purchaser wish to destroy such records after that timewithin five (5) years of the Closing Date, such party shall first give thirty ninety (3090) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior 38 written notice given to such party within that thirty ninety (3090) day period, to take possession of the records within thirty (30) days after the date of such noticerecords.

Preservation of Records. The Seller and Each of the Purchaser agree that each of them shall preserve parties hereto agrees to preserve, segregate and keep the records held by it or its Affiliates relating to the respective businesses of the Company and the Subsidiaries for a period of three six (36) years months from the Closing Date and shall make such records and personnel available to the other other, subject to compliance with applicable Law, as may be reasonably required by such party in connection with, among other things, the Bankruptcy Case or any matters or proceedings in connection therewith, any insurance claims by, legal proceedings Legal Proceedings or Tax audits against or governmental investigations of the Seller, the Company Seller or the Purchaser or any of their Affiliates or in order to enable the Seller or the Purchaser to comply with their respective obligations under this Agreement, each of the other Transaction Agreements, each of the other Purchaser Documents, Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event the Seller or the Purchaser wish to destroy such records before or after that time, such party shall first give thirty ninety (3090) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that thirty (30) day period, to take possession of the records within thirty ninety (3090) days after the date of such notice.

Preservation of Records. The Subject to Section 9.10(d) (relating to the preservation of Tax records), the Seller Parties and the Purchaser agree that each of them shall preserve and keep the records held by it them relating to the respective businesses business of the Company and the Subsidiaries for a period of three seven (37) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, legal proceedings against or governmental investigations by any Governmental Body of the Seller, the Company Seller Parties or the Purchaser or any of their Affiliates or in order to enable the Seller Parties or the Purchaser to comply with their respective obligations under this Agreement, each of the other Transaction Agreements, each of the other Purchaser Documents, Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event the Seller Parties or the Purchaser wish wishes to destroy such records after that time, such party shall first give thirty ninety (3090) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that thirty ninety (3090) day period, to take possession of the records within thirty one hundred and eighty (30180) days after the date of such notice.

Preservation of Records. The Parent, Seller and the Purchaser agree that each of them shall preserve and keep the records held by it them relating to the respective businesses business of the Company and the Subsidiaries for a period of three seven (37) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, legal proceedings by or Legal Proceedings against or governmental investigations of the Seller, the Company Seller or the Purchaser or any of their Affiliates or in order to enable the Seller or the Purchaser to comply with their respective obligations under this Agreement, each of the other Transaction Agreements, each of the other Purchaser Documents, Agreement and each other agreement, document or instrument contemplated hereby or thereby; provided, however, that nothing herein shall be deemed to alter Section 8.12(c), which shall govern the preservation of records with regard to Taxes. In the event the Seller or the Purchaser wish wishes to destroy such records after that time, such party shall first give thirty ninety (3090) days prior written notice to the other party and such other party shall have the right at its option and expense, upon prior written notice given to such party within that thirty ninety (3090) day period, to take possession of the records within thirty one hundred eighty (30180) days after the date of such notice.

Preservation of Records. The Seller and Each of the Purchaser agree that each of them shall preserve parties hereto agrees to preserve, segregate and keep the records held by it or its Affiliates relating to the respective businesses of the Company and the Subsidiaries Companies for a period of three one (31) years year from the Closing Date and shall make such records and personnel available to the other other, subject to compliance with applicable Law, as may be reasonably required by such party in connection with, among other things, the Bankruptcy Case or any matters or proceedings in connection therewith, any insurance claims by, legal proceedings Legal Proceedings or Tax audits against or governmental investigations of the Seller, the Company Seller or the Purchaser or any of their Affiliates or in order to enable the Seller or the Purchaser to comply with their respective obligations under this Agreement, each of the other Transaction Agreements, each of the other Purchaser Documents, Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event the Seller or the Purchaser wish to destroy such records before or after that time, such party shall first give thirty ninety (3090) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that thirty (30) day period, to take possession of the records within thirty ninety (3090) days after the date of such notice.

Preservation of Records. The Subject to Section 6.9(a) hereof (relating to the preservation of Tax records), Seller and the Purchaser agree that each of them shall preserve and keep the records held by it relating to the respective businesses of the Company and the Subsidiaries Business for a period of three (3) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, legal proceedings against or governmental investigations of the Seller, the Company Seller or the Purchaser or any of their Affiliates or in order to enable the Seller or the Purchaser to comply with their respective obligations under this Agreement, each of the other Transaction Agreements, each of the other Purchaser Documents, Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event the Seller or the Purchaser wish wishes to destroy such records after that time, such party shall first give thirty ninety (3090) days days' prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that thirty ninety (3090) day period, to take possession of the records within thirty one hundred and eighty (30180) days after the date of such notice.

Preservation of Records. The Seller Sellers and the Purchaser agree that each of them ----------------------- shall preserve and keep the records (including work papers and electronic files associated with Tax Returns regarding sale, use, excise and Product) held by it or their Affiliates relating to the respective businesses of the Company and the Subsidiaries Business for a period of three seven (37) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, legal proceedings or tax audits against or governmental investigations of the Seller, the Company Sellers or the Purchaser or any of their Affiliates or in order to enable the Seller Sellers or the Purchaser to comply with their respective obligations under this Agreement, each of the other Transaction Agreements, each of the other Purchaser Documents, Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event the Seller Sellers or the Purchaser wish wishes to destroy such records prior or after that time, such party shall first give thirty ninety (3090) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that thirty ninety (3090) day period, to take possession of the records within thirty one hundred and eighty (30180) days after the date of such notice.