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. (b) The Buyer shall also cause the Company to make employees of the Company available to the Seller and its Representatives at such employee’s normal business location and during such employee’s normal business hours to provide such assistance to the Seller as may be reasonably requested by the Seller from time to in connection with the Seller’s involvement in the Company, as follows: (i) To reasonably assist, as requested, in responding to inquiries from or audits by or required by any Governmental Body or to assist, as requested, in connection with any Legal Requirement, including preparation of responses and other required documents; (ii) To provide reasonable support and information as necessary in connection with any accounting requirements or to prepare appropriate financial statements; (iii) To provide reasonable support and information necessary for preparing Tax Returns for periods prior to and including the years ending on or prior to the Effective Time; (iv) To provide reasonable support and information to respond to any Tax inquiries, audits or other Proceedings for any period or partial period prior to the Effective Time; and (v) To provide other reasonable assistance of a similar nature as may be reasonably required by 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. (b) The Buyer shall also cause the Company to make employees of the Company available to the Seller Sellers and its their Representatives at such employee’s normal business location and during such employee’s normal business hours to provide such assistance to the Seller Sellers as may be reasonably requested by the Seller Representative from time to in connection with the Seller’s Sellers’ involvement in the Company, as follows: (i) To reasonably assist, as requested, in responding to inquiries from or audits by or required by any Governmental Body or to assist, as requested, in connection with any Legal Requirement, including preparation of responses and other required documents; (ii) To provide reasonable support and information as necessary in connection with any accounting requirements or to prepare appropriate financial statementsstatements including, without limitation, the Final Pricing Statement; (iii) To provide reasonable support and information necessary for preparing Tax Returns for periods prior to and including the years ending on or prior to the Effective Time; (iv) To provide reasonable support and information to respond to any Tax inquiries, audits or other Proceedings for any period or partial period prior to the Effective Time; and (v) To provide other reasonable assistance of a similar nature as may be reasonably required by Sellera Seller or the Seller Representative.

Records/Personnel. For a period of seven years from the Closing Date: (a) The Seller may, after the Closing, retain copies Buyer shall not dispose of or destroy any of the Records, including Business Records stored on computer disks or any other storage medium, as delivered by the Seller is reasonably likely (the "Transferred Records") without first offering 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, turn over possession thereof 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 's cost, surcharge or expense by written notice to the Seller other than reasonable copy charges, as at least 30 days prior to the Seller is reasonably likely to need in connection with any accounting, auditing proposed date of such disposition 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 Sellerdestruction. (b) The Buyer shall also cause allow the Company Seller and its agents reasonable access to all Transferred Records in the Buyer's possession and not in the Seller's possession during normal working hours at the principal place of business of the Business or at any location where any Transferred Records are stored, and the Seller shall have the right, at its own expense, to make employees copies of any such Transferred Records, to the extent necessary for use by the Seller in connection with tax returns or other governmentally mandated filings or disclosures, financial statement preparation, defense of claims relating to Excluded Liabilities or the determination or performance 26 33 of the Company Seller's obligations under this Agreement. 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 Buyer's business. If disclosure of any information contained in the Transferred Records is compelled by legal process, and such information is not publicly available and disclosure thereof would adversely affect the Buyer, the Buyer shall have the right to contest the disclosure of such information (which it shall do promptly upon notice and with reasonable diligence or it shall forfeit such right) and shall indemnify the Seller and its affiliates and hold them harmless against any Losses (as defined in Section 15.3) incurred by any of them by reason of the non-disclosure of such information. If disclosure of any such information is not compelled by legal process the Seller may only disclose information to the extent reasonably necessary and shall use its best efforts to limit any such disclosure (such as by obtaining a protective order) and the Buyer shall first have the opportunity to require the Seller not to disclose such information by agreeing in writing, in form and substance reasonably satisfactory to the Seller, to assume any liability occasioning the Seller's request or otherwise to indemnify the Seller and its affiliates and hold them harmless against any Losses incurred by any of them by reason of such nondisclosure. (c) The Buyer shall make reasonably available to the Seller upon written request, and its Representatives at such employee’s normal business location and during such employee’s normal business hours subject to provide such assistance availability (with priority given to the Buyer's requirements) (i) the Buyer's personnel to assist the Seller as may be in locating and obtaining any Transferred Records, and (ii) any of the Buyer's personnel whose assistance or participation is reasonably requested required by the Seller from time to or any of its affiliates for the purposes described in Section 5.6(b) for which the Buyer's assistance is reasonably necessary. In addition, the Buyer shall otherwise cooperate with any reasonable request of the Seller in connection with the Seller’s involvement performance, defense or discharge of the Excluded Liabilities. The Seller shall reimburse the Buyer for the out-of-pocket expenses incurred by it in performing the Companycovenants contained in this Section 5.6(c), as follows: (i) To reasonably assist, as requested, and the Seller shall reimburse the Buyer for the value of the time spent by such personnel in responding to inquiries from or audits by or required by any Governmental Body or to assist, as requested, in connection compliance with any Legal Requirement, including preparation of responses and other required documents; such clause (ii) To provide reasonable support and information as necessary of the first sentence of this Section 5.6(c) or the second sentence of this Section 5.6(c) in connection with any accounting requirements or to prepare appropriate financial statements; (iii) To provide reasonable support and information necessary the amount of the compensation expenses recorded by Buyer, calculated fairly for preparing Tax Returns for periods prior to and including the years ending on or prior to the Effective Time; (iv) To provide reasonable support and information to respond to any Tax inquiries, audits or other Proceedings for any period or partial period prior to the Effective Time; and (v) To provide other reasonable assistance of a similar nature as may be reasonably required time spent by Sellersuch personnel.

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). (b) The Buyer shall also make (and shall cause its Affiliates (including the Company Target Companies) to make employees of make) the Company Business Employees available to the Seller Sellers (and/or their respective Affiliates) and its their respective Representatives at such employee’s Business Employees’ normal business location location(s) and during such employee’s Business Employees’ normal business hours to provide such assistance to the Seller Sellers (and/or their respective Affiliates) as may be reasonably requested by the Seller Sellers (and/or their Affiliates) from time to time in connection with the Seller’s Sellers’ involvement in the CompanyTarget Companies, as follows: (i) To reasonably to assist, as requested, in responding to inquiries from or audits by or required by any Governmental Body or to assist, as requested, in connection with any Legal Requirement, including preparation of responses and other required documents; (ii) To to provide reasonable support and information as necessary in connection with any accounting requirements or to prepare appropriate financial statements; (iii) To provide reasonable support and information necessary for preparing Tax Returns for periods prior to and including the years ending on or prior to the Effective TimeClosing Date; (iviii) To to provide reasonable support and information to respond to any Tax inquiries, audits or other Proceedings for any period or partial period prior to the Effective TimeClosing Date; andand/or (viv) To to provide other reasonable assistance of a similar nature as may be reasonably required by Sellerthe Sellers (and/or their Affiliates). (c) From the Closing Date until the date that is six (6) months after the Closing Date, the Buyer will, or will cause one of its Affiliates (including the Target Companies) to, continue to employ the Business Employees and provide the Business Employees with (i) total cash compensation, including base salary or wages and bonus opportunity, that is no less favorable in the aggregate than total cash compensation immediately prior to the Closing Date, and (ii) employee benefits that are no less favorable in the aggregate than those employee benefits provided by the Employee Plans immediately prior to the Closing Date, but only to the extent that such employee benefits are available to the Business Employees under the Buyer’s employee benefit plans, or required by applicable Legal Requirements, after the Closing Date. Nothing in this Section 7.2(c), whether express or implied, will create any third party beneficiary or other rights in any present or former Business Employees (including any beneficiary or dependent thereof), any other participant in any Employee Plan or other employee benefit plan or any other Person, create any rights to continued employment, or constitute or be deemed to constitute an amendment to any Employee Plan or other employee benefit plan. Further, the Buyer understands and agrees that any changes to wages, salary, benefits or other labor related item could be viewed as a change of work conditions in Mexico and could trigger a claim for constructive termination, so any such changes will be at the Buyer’s sole risk and expense.

Records/Personnel. (a) The Seller Sellers may, after the Closing, retain copies of such of the Records, including such Records stored on computer disks or any other storage mediummedium that are delivered to the Buyer, as the Seller is Sellers are reasonably likely to need to meet accounting, auditing and Tax requirements or any Legal Requirement; provided that the Sellers shall keep such Records confidential. The Buyer shall retain, and shall will retain (or cause the Company Companies to retain, ) the Records delivered to it by the Sellers 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 maintains such Records, upon reasonable notice and request by the any Seller, the Buyer shall permit, and shall cause the Company to permitBuyer, during normal business hours, shall permit 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 reasonably likely to need require 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 (except in connection with a dispute between the Seller Representative, the Sellers or any of their Affiliates, on the one hand, and the Buyer and/or any of its Affiliates, on the other such matter as may be reasonably requested by the Sellerhand). (b) The Buyer shall also cause the Company use commercially reasonable efforts to make employees of the Company Companies available to the Seller Sellers and its their Representatives at such employee’s normal business location and during such employee’s normal business hours to provide such assistance to the Seller Sellers as may be reasonably requested by the Sellers or the Seller Representative from time to in connection with the Seller’s Sellers’ involvement in the CompanyCompanies, as followsprovided that such assistance does not materially interfere with such employee’s services for any of the Companies (and provided that the Buyer is not required to make employees available in connection with any disputes between the Seller Representative, the Sellers or any of their Affiliates, on the one hand, and the Buyer and/or any of its Affiliates, on the other hand), including the following: (i) To reasonably assist, as requested, in responding to inquiries from or audits by or required by any Governmental Body or to assist, as requested, in connection with any Legal Requirement, including preparation of responses and other required documents; (ii) To provide reasonable support and information as necessary in connection with any accounting requirements or to prepare appropriate financial statements;review by the Seller Representative of the Final Cash Statement, the Final Working Capital Statement and Final Excluded Liabilities Statement; and (iii) To provide reasonable support and information necessary for preparing Tax Returns for periods prior to and including the years ending on or prior to the Effective Time; (iv) To provide reasonable support and information to respond to any Tax inquiries, audits or other Proceedings for any period or partial period prior to the Effective Time; and (v) To provide other reasonable assistance of a similar nature as may be reasonably required by SellerClosing Date.