Common use of Records/Personnel Clause in Contracts

Records/Personnel. (a) The Seller may, after the Closing, retain copies of the Records, including Records stored on computer disks or any other storage medium, as the Seller is reasonably likely to need to meet accounting, auditing and Tax requirements or any Legal Requirement. The Buyer shall retain, and shall cause the Company to retain, the Records for a period of at least five (5) years after the Closing. Following the expiration of such five (5) year period, the Buyer and the Company may dispose of such Records; provided that, Buyer or the Company shall notify the Seller of their intent to dispose of such records and, if requested by the Seller, the Buyer shall deliver, and shall cause the Company to deliver, to the Seller, at the Seller’s expense, any of such Records as the Seller may reasonably request. During the period in which the Buyer and the Company maintain such Records, upon reasonable notice and request by the Seller, the Buyer shall permit, and shall cause the Company to permit, during normal business hours, any Representative of the Seller to examine, copy and make extracts from all Records, all without cost, surcharge or expense to the Seller other than reasonable copy charges, as the Seller is reasonably likely to need in connection with any accounting, auditing or Tax requirements or any Legal Requirement or in connection with any claims or Proceedings, including, but not limited to, any financial reporting obligation and in connection with any other such matter as may be reasonably requested by the Seller.

Records/Personnel. (a) The Seller Sellers may, after the Closing, retain copies of the Records, including Records stored on computer disks or any other storage medium, as the Seller is Sellers are reasonably likely to need to meet accounting, auditing and Tax requirements or any Legal Requirement. The Buyer shall retain, and shall cause the Company to retain, the Records for a period of at least five seven (57) years after the Closing. Following the expiration of such five seven (57) year period, the Buyer and the Company may dispose of such Records; provided that, Buyer or the Company shall notify the Seller of their intent to dispose of such records and, if requested by the SellerSeller Representative prior to such expiration, the Buyer shall deliver, and shall cause the Company to deliver, to the SellerSeller Representative, at the Seller’s Sellers’ expense, any of such Records as the Seller Representative may reasonably request. During the period in which the Buyer and the Company maintain such Records, upon reasonable notice and request by the SellerSeller Representative, the Buyer shall permit, and shall cause the Company to permit, during normal business hours, any Representative of the Seller Sellers to examine, copy and make extracts from all Records, all without cost, surcharge or expense to the Seller Sellers other than reasonable copy charges, as the Seller is Sellers are reasonably likely to need in connection with any accounting, auditing or Tax requirements or any Legal Requirement or in connection with any claims or Proceedings, including, but not limited to, any financial reporting obligation and in connection with any other such matter as may be reasonably requested by the SellerSeller Representative.

Records/Personnel. (a) The Seller Sellers (and/or their respective Affiliates) may, after the Closing, retain copies of the Records, including Records stored on computer disks disks, hard drives, servers or any other storage medium, as the Seller is Sellers (and/or their respective Affiliates) are reasonably likely to need to meet accounting, auditing and Tax requirements or any Legal RequirementRequirement (or professional standards of conduct or requirements under applicable document retention policies) or as are related to the Excluded Assets and/or the Excluded Liabilities and/or Pension Plan Liabilities. The Buyer shall retain, and shall will retain (or cause the Company Target Companies to retain, ) the Records as of the Closing for a period of at least five seven (57) years after the Closing. Following the expiration of such five seven (57) year period, the Buyer and the Company may dispose of such Records; provided that, Buyer or the Company shall notify the Seller of their intent to dispose of such records and, that if requested by the SellerSellers prior to such expiration, the Buyer shall deliver, and shall deliver to the Sellers (or cause the Company Target Companies to deliver, to the Seller), at the Seller’s Sellers’ expense, any of such Records as the Seller Sellers may reasonably request. During the period in which the Buyer and the Company maintain maintains such Records, upon reasonable notice and request by the SellerSellers, the Buyer shall permit, and shall cause the Company to permitBuyer, during normal business hours, shall permit any Representative of the Seller Sellers (and/or any Affiliate thereof) to examine, copy and make extracts from all Records, all without cost, surcharge or expense to the Seller Sellers (or their Affiliates) other than reasonable copy charges, as the Seller is Sellers (and/or their respective Affiliates) are reasonably likely to need in connection with any accounting, auditing or Tax requirements or any Legal Requirement or in connection with any claims or Proceedings, including, but not limited to, including any financial reporting obligation and in connection with any other such matter as may be reasonably requested by the SellerSellers (and/or their respective Affiliates).