Record Preservation by Buyer Sample Clauses

Record Preservation by Buyer. Buyer shall preserve and keep all books and records (other than Tax Records which are addressed in Section 11.5) relating to the business or operations of the Tejas Companies on or before the Closing Date in Buyer's possession for a period of at least seven (7) years from the Closing Date. After such seven (7) year period, before Buyer shall dispose any of such books and records, Buyer shall give Seller at least ninety (90) calendar days' prior notice to such effect, and Seller shall be given an opportunity, at its cost and expense, to remove and retain all or any part of such books and records as Seller may select. Notwithstanding the foregoing, Buyer agrees that it shall preserve and keep all books and records of the Tejas Companies relating to any investigation instituted by a Governmental Entity or any litigation (whether or not existing on the Closing Date) if any possibility exists that such investigation or litigation may relate to matters occurring prior to the Closing, without regard to the seven (7) year period set forth in this Section 7.1(d).
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Record Preservation by Buyer. Buyer shall preserve and keep for a period of at least five (5) years from the Closing Date all books and records of the Company Group Members relating to the operation of the Company Group Members prior to the Closing Date and shall make such books and records available to Seller for examining and copying, at Seller’s cost and expense, upon reasonable request for Tax and related purposes or to investigate or defend against any claims between the Parties arising hereunder. After such five (5) year period, before Buyer shall dispose of any of such books and records, Buyer shall give Seller at least ninety (90) days’ prior written notice to such effect, and Seller shall be given an opportunity, at its cost and expense, to remove and retain all or any part of such books and records as Seller may select. Notwithstanding the foregoing, Buyer agrees that it shall preserve and keep all books and records relating to any investigation instituted by a Governmental Entity or any Proceeding (whether or not existing on the Closing Date) if any possibility exists that such investigation or other Proceeding may relate to matters occurring prior to the Closing, without regard to the five (5) year period set forth in this Section 7.1(e).
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Record Preservation by Buyer. Buyer shall preserve and keep for a period of at least five (5) years from the Closing Date all books and records of the Company relating to the operation of the Company prior to the Closing Date and shall make such books and records available to Seller upon reasonable request; provided that Seller shall have no right of access to, and Buyer shall have no obligation to provide to Seller (x) any information the disclosure of which would jeopardize any privilege available to Buyer, the Company or its Subsidiaries relating to such information (except that Buyer shall use Reasonable Efforts to enter into a joint defense agreement or other arrangement that would reasonably preserve such privilege), or that could result in a violation of applicable Law, or (y) access to the assets or properties of Buyer or the Company to the extent Buyer does not (or the Company does not) have the authority to grant such access. After such five (5) year period, Seller may, upon written notice to Buyer, be given an opportunity, at its cost and expense, to remove and retain all or any part of such books and records as Seller may reasonably select (subject to the preceding sentence).
Sample 1
Record Preservation by Buyer. Buyer shall preserve and keep all books and records (other than Tax records which are addressed in Section 11.7) relating to the Business or operations of Xxxxx-Xxxxx on or before the Closing Date in Buyer’s possession for a period of at least five (5) years from the Closing Date and afford Seller and the Shareholder, at its or his cost or expense, to make copies thereof. After such five (5) year period, before Buyer shall dispose of any of such books and records, Buyer shall give Seller at least ninety (90) calendar days’ prior notice to such effect, and Seller shall be given an opportunity, at its cost and expense, to remove and retain all or any part of such books and records as Seller or the Shareholder may select. Notwithstanding the foregoing, Buyer agrees that it shall preserve and keep all books and records of Xxxxx-Xxxxx relating to any investigation instituted by a Governmental Entity or any litigation (whether or not existing on the Closing Date) if any possibility exists that such investigation or litigation may relate to matters occurring prior to the Closing, without regard to the five (5) year period set forth in this Section 7.1(c); provided that Buyer shall have no obligation to preserve or keep books and records relating to the Excluded Assets.
Sample 1
Record Preservation by Buyer. Buyer shall preserve and keep all books and records (other than Tax books and records which are addressed in Section 8.4) relating to the business or operations of each Acquired Entity on or before the Closing Date in Buyer’s possession for a period of at least five years from the Closing Date. After such 5-year period, before Buyer shall dispose of any of such books and records, Buyer shall give Seller at least 90 calendar days’ prior notice to such effect, and Seller shall be given an opportunity, at its cost and expense, to remove and retain all or any part of such books and records as Seller may select. Notwithstanding the foregoing, Buyer agrees that it shall preserve and keep all books and records of each Acquired Entity, and each Partially-Owned Entity relating to any investigation instituted by a Governmental Entity or any litigation (whether or not existing on the Closing Date) if any possibility exists that such investigation or litigation may relate to matters occurring prior to the Closing, without regard to the 5-year period set forth in this Section 9.1(c).
Sample 1
Record Preservation by Buyer. Buyer agrees that it shall preserve and ---------------------------- keep all books and records relating to the business or operations of the Acquired Companies or the Related Companies on or before the Closing Date in Buyer's possession for a period of at least 6 years from the Closing Date. After such 6-year period, before Buyer may dispose of any of such books and records, at least 90 calendar days' prior Notice to such effect shall be given by Buyer to Seller, and Seller shall be given an opportunity, at its cost and expense, to remove and retain all or any part of such books and records that Buyer elects to dispose of. Notwithstanding the foregoing, Buyer agrees that it shall preserve and keep all books and records of the Acquired Companies relating to any investigation instituted by a Governmental Entity or any litigation (whether or not existing on the Closing Date) if it is reasonably likely that such investigation or litigation may relate to matters occurring prior to the Closing, without regard to the 6-year period set forth in this Section 7.1(c). --------------
Sample 1
Record Preservation by Buyer. Buyer agrees that it shall preserve and keep in Buyer’s possession for a period of at least ten (10) years from the Closing Date all Books and Records and other materials relating to the Assets as of the date of Closing. After such ten (10) year period, before Buyer shall dispose of any of such Books and Records and other materials, at least ninety (90) calendar days’ prior notice to such effect shall be given by Buyer to Seller, and Seller and its Affiliates shall be given an opportunity, at Seller’s cost and expense, to remove and retain all or any part of such Books and Records as Seller or its Affiliates may select. Notwithstanding the foregoing, Buyer agrees that it shall preserve and keep all Books and Records and other materials relating to any Proceeding (whether or not existing on the Closing Date) if any reasonable possibility exists that such Proceeding may relate to matters occurring prior to the Effective Date, without regard to the ten year period set forth in this Section 7.4(d), for a period not to exceed the statute of limitations applicable to such Proceeding. Notwithstanding the preceding, if prior to the end of such ten year period Buyer is unwilling to maintain such Books and Records, Buyer may elect to return such Books and Records to Seller at such time.
Sample 1
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Record Preservation by Buyer. Buyer shall, and shall cause its Affiliates (including the Targets), to preserve and keep all Books and Records in the possession of Buyer or such Affiliate, as applicable, relating to the Business and the Targets existing on or before the Closing Date for a period of at least seven (7) years from the Closing Date. After such seven (7) year period, before Buyer disposes of any of such Books and Records, Buyer shall give Seller at least ninety (90) calendar days’ prior notice to such effect, and Seller shall be given an opportunity, at its cost and expense, to remove and retain all or any part of such Books and Records as Seller may select that are necessary to permit Seller to perform its ongoing obligations regarding this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby. Notwithstanding the foregoing, Buyer agrees that it shall preserve and keep all Books and Records of the Business and the Targets relating to any investigation instituted by a Governmental Authority or any Action (whether or not existing on the Closing Date) if any possibility reasonably exists that such investigation or Action may relate to matters occurring prior to the Closing, without regard to the seven-year period set forth in this Section 6.04. This Section 6.04 shall not apply to the extent it is superseded by Section 6.11(b) with respect to Tax matters.
Sample 1
Record Preservation by Buyer. Buyer agrees that it shall preserve and keep all books and records relating to the business or operations of the Acquired Companies on or before the Closing Date in Buyer’s possession for a period of at least 7 years from the Closing Date. After such 7-year period, Buyer may dispose of any of such books and records unless Sellers provide at least 90 calendar days’ prior Notice to Buyer that Sellers elect, at Sellers’ cost and expense, to remove and retain all or any part of such books and records. Notwithstanding the foregoing, Buyer agrees that it shall preserve and keep all books and records of the Acquired Companies relating to any investigation instituted by a Governmental Entity or any litigation (whether or not existing on the Closing Date) if it is reasonably likely that such investigation or litigation may relate to matters occurring prior to the Closing, without regard to the 7-year period set forth in this Section 7.1(c).
Sample 1

Related to Record Preservation by Buyer

  • Preservation of Company Existence The Servicer will preserve and maintain its company existence, rights, franchises and privileges in the jurisdiction of its formation, and qualify and remain qualified in good standing as a limited liability company in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualification has had, or could reasonably be expected to have, a Material Adverse Effect.

  • Preservation of Property Bank shall not be bound to take any steps necessary to preserve any rights in any property pledged as collateral to Bank to secure Borrower and/or Guarantor's Liabilities and Obligations as against prior parties who may be liable in connection therewith, and Borrower and Guarantor hereby agree to take any such steps. Bank, nevertheless, at any time, may (a) take any action it deems appropriate for the care or preservation of such property or of any rights of Borrower and/or Guarantor or Bank therein; (b) demand, sue for, collect or receive any money or property at any time due, payable or receivable on account of or in exchange for any property pledged as collateral to Bank to secure Borrower and/or Guarantor's Liabilities to Bank; (c) compromise and settle with any person liable on such property; or (d) extend the time of payment or otherwise change the terms of the Loan Documents as to any party liable on the Loan Documents, all without notice to, without incurring responsibility to, and without affecting any of the Obligations or Liabilities of Guarantor.

  • Preservation of Records The Assuming Bank agrees that it will preserve and maintain for the joint benefit of the Receiver, the Corporation and the Assuming Bank, all Records of which it has custody for such period as either the Receiver or the Corporation in its discretion may require, until directed otherwise, in writing, by the Receiver or Corporation. The Assuming Bank shall have the primary responsibility to respond to subpoenas, discovery requests, and other similar official inquiries with respect to the Records of which it has custody.

  • Preservation of Marks Each Assignor agrees to use or license the use of its Marks in interstate commerce during the time in which this Agreement is in effect, sufficiently to preserve such Marks as trademarks or service marks registered under the laws of the United States or the relevant foreign jurisdiction.

  • Preservation of Organization The Sellers shall use their best efforts to preserve the business organization of the Company (including Subsidiaries) intact and to persuade all employees of the Company or Subsidiaries to remain in its employment after the Closing; provided that nothing herein contained shall be deemed to constitute an obligation of the Sellers, Purchaser or the Company to continue the employment of any such employee. The Sellers shall also use their best efforts to retain, preserve and maintain the business relations of the Company or the Subsidiaries with its suppliers, customers and others having business relationships with it.

  • Preservation of Business The Seller will keep its business and properties substantially intact, including its present operations, physical facilities, working conditions, and relationships with lessors, licensors, suppliers, customers, and employees.

  • Preservation of Existence and Similar Matters Except as otherwise permitted under Section 9.4., the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, preserve and maintain its respective existence, rights, franchises, licenses and privileges in the jurisdiction of its incorporation or formation and qualify and remain qualified and authorized to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification and authorization and where the failure to be so authorized and qualified could reasonably be expected to have a Material Adverse Effect.

  • Preservation of Existence, Etc (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

  • RESERVATION OF MANAGEMENT RIGHTS Management of Company and the direction of the working forces are vested solely and exclusively in the Company, and shall not be abridged except by specific restrictions as set forth in this Agreement. The Management Rights, as set out herein, shall not be deemed to exclude the other rights of Management at common law.

  • Preservation of Sellers’ Rights of Recovery Without the prior written consent of the Sellers, the Purchasers shall not amend or modify or grant a waiver under (or agree to amend or modify or grant a waiver under) any Serviced Corporate Trust Contract with respect to any Serviced Appointment in a manner that would materially reduce or materially alter the rights of the Sellers to indemnification, reimbursement or recovery for any costs and expenses incurred by the Sellers or their Affiliates or agents (other than the Purchasers in their capacity as Servicer hereunder) from the sponsor, issuer, obligor, depositor or other source of funds available under the terms of any such Serviced Corporate Trust Contract. Notwithstanding the foregoing, such amendment, modification or waiver shall not require the Sellers’ consent if the Purchasers agree in their sole discretion to indemnify the Sellers to the extent such amendment, modification or waiver reduces the Sellers’ available indemnification, reimbursement or recovery for costs and expenses under the terms of any such Serviced Corporate Trust Contract.

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