Retained Information. After the Closing, to the extent not prohibited by law or restricted by applicable ethical rules, Purchaser shall make available to Seller any records related to the Purchased Assets prior to the Closing which are transferred to Purchaser at the Closing (the "Transferred Business Records") for inspection and copying to the extent Seller requires access to such records in response to tax audits or other reasonable business necessity as reasonably determined by Seller. Seller's access to the Transferred Business Records is subject to the confidentiality obligations of Seller under Section 9.2 hereof. After the Closing, Seller, to the extent not prohibited by law or restricted by applicable ethical rules, shall make available to Purchaser any business records related to the Purchased Assets prior to the Closing which are not transferred to Purchaser at the Closing (the "Retained Business Records") for inspection and copying to the extent Purchaser requires access to such records for reasonable business necessity. Purchaser's access to Retained Business Records is subject to the confidentiality obligations of Purchaser under Section 9.2 hereof.
Retained Information. From and after the Closing Date, Seller shall not retain any records or other documents related solely to the business or operations of the Business prior to the Closing Date (the “Transferred Business Records”) other than (a) records or other documents (i) which Seller is specifically permitted to retain under the terms of this Agreement or (ii) which relate to the Excluded Assets or (b) financial records and supporting documents which relate to tax years which remain subject to review and audit by taxing authorities having jurisdiction over Seller (collectively the “Retained Business Records”). After the Closing, Buyer shall make available to Seller the Transferred Business Records for inspection and copying to the extent Seller requires access to such records in response to tax audits or other reasonable business necessity provided that such records shall not be used in a manner which is detrimental to the interests of Buyer. After the Closing, Seller shall make available to Buyer the Retained Business Records for inspection and copying to the extent Buyer requires access to such records for reasonable business necessity provided that such records shall not be used in a manner which is detrimental to the interests of Seller. Nothing contained in this Section shall restrict Seller or Buyer from obtaining access to the Transferred Business Records or the Retained Business Records incident to discovery in litigation to which Buyer or Seller are parties and utilizing such records with respect to any such litigation. Buyer agrees that it shall preserve and keep, or cause to be preserved and kept, the Transferred Business Records and Seller agrees that it shall preserve and keep, or cause to be preserved and kept, the Retained Business Records, in each case for a period of six (6) years following the Closing Date. After such six (6) period, before Buyer shall dispose of any Transferred Business Records or Seller shall dispose of any Retained Business Records, such Party shall give at least 90 days’ prior written notice of such intention to dispose to the other Party, and such other Party shall be given an opportunity, at its cost and expense, to remove and retain all or any part of such Transferred Business Records or Retained Business Records, as the case may be, as it may elect.
Retained Information. From and after the Closing Date, the Sellers shall not retain any records or other documents related to the business or operations of the Complex prior to the Effective Time (the "Transferred Business Records") other than records or other documents which constitute part of the Excluded Assets. For a minimum of five (5) years after the Closing, the Company shall maintain and make available to Sellers the Transferred Business Records for inspection and copying to the extent Sellers require access to such records in response to tax audits or other reasonable business necessity provided that such records shall not be used in a manner which is detrimental to the interests of the Company. For a minimum of five (5) years after the Closing, the Sellers shall maintain and make available to the Company the Retained Business Records for inspection and copying to the extent the Company requires access to such records for reasonable business necessity provided that such records shall not be used in a manner which is detrimental to the interests of the Sellers. Nothing contained in this paragraph 9.3 shall restrict either Sellers or the Company from obtaining access to the Transferred Business Records or the Retained Business Records incident to discovery in litigation to which the Company or Sellers are parties and utilizing such records with respect to any such litigation.
Retained Information. For a period of three (3) years after the Closing, to the extent not prohibited by law or restricted by applicable ethical rules, Purchaser shall make available to Seller Entities any business records related to the operations of Seller prior to the Closing which are transferred to Purchaser at the Closing (the “Transferred Business Records”) for inspection and copying to the extent Seller Entities require access to such records in response to tax audits or other reasonable business necessity as reasonably determined by Seller Entities. Seller’s access to the Transferred Business Records is subject to the confidentiality obligations of Seller Entities under Section 8.5 hereof.
Retained Information. For a period of seven (7) years following the Closing, to the extent not prohibited by law or restricted by applicable ethical rules, Purchaser will make available to the Seller Parties any business records related to the operations of Seller prior to the Closing that are transferred to Purchaser at the Closing (the “Transferred Business Records”) for inspection and copying to the extent the Seller Parties require access to such records in response to tax audits or for any other reasonable business purpose. Subject to such seven (7) year limit, Purchaser agrees to maintain or make available the Transferred Business Records, or copies thereof, in the Vienna, Virginia facility currently occupied by Seller for as long as Purchaser continues to operate that facility, and in the nearest alternative facility of Purchaser if Purchaser ceases to operate that facility. The Seller Parties’ access to the Transferred Business Records is subject to the confidentiality obligations of Seller under Section 10.1 of this Agreement. After the Closing, Seller, to the extent not prohibited by law or restricted by applicable ethical rules, will make available to Purchaser any business records related to the operations of Seller prior to the Closing that are not transferred to Purchaser at the Closing (the “Retained Business Records”) for inspection and copying to the extent Purchaser requires access to such records for any reasonable business purpose. Purchaser’s access to the Retained Business Records is subject to the confidentiality obligations under Section 10.1 of this Agreement. Notwithstanding the foregoing, Purchaser waives any and all rights, including the right to inspect and copy, with respect to all of the books, files, documents and records of attorneys or accountants relating to their respective representations of any Seller Party in connection with the negotiation, execution and delivery of this Agreement.
Retained Information. After the Closing, to the extent not prohibited by law or restricted by applicable ethical rules, Purchaser will make available to the Seller Parties any business records related to the operations of the Company prior to the Closing which are transferred to Purchaser at the Closing (the "Transferred Business Records") for inspection and copying to the extent the Seller Parties require access to such records in response to tax audits or other reasonable business necessity as reasonably determined by the Seller Parties. The Seller Parties' access to the Transferred Business Records is subject to the confidentiality obligations of each of the Seller Parties under Section 9.3 hereof.
Retained Information. For a period of three years following the Closing and, with respect to tax related records, for a period of seven years following the Closing, to the extent not prohibited by law or restricted by applicable ethical rules, Purchaser will make available to the Seller Entities any business records related to the operations of the Partnership prior to the Closing that are transferred to Purchaser at the Closing (the “Transferred Business Records”) for inspection and copying to the extent the Seller Entities require access to such records in response to tax audits or other reasonable business necessity. The Partnership’s access to the Transferred Business Records is subject to the confidentiality obligations of the Partnership under Section 11.1 hereof. After the Closing, the Partnership, to the extent not prohibited by law or restricted by applicable ethical rules, will make available to Purchaser any business records related to the operations of the Partnership prior to the Closing that are not transferred to Purchaser at the Closing (the “Retained Business Records”) for inspection and copying to the extent Purchaser requires access to such records for reasonable business necessity. Purchaser’s access to the Retained Business Records is subject to the confidentiality obligations of Purchaser under Section 11.1 hereof. Notwithstanding the foregoing, Parent and Purchaser each waive any and all rights, including the right to inspect and copy, with respect to all of the books, files, documents and records of attorneys or accountants relating to their respective representations of any Seller Entity in connection with the negotiation, execution and delivery of this Agreement.
Retained Information. Seller shall, at the reasonable request of Buyer, provide copies of the Retained Information to Buyer; provided that such copies may be redacted by Seller to the extent that such Retained Information relates to products (other than the Products) and businesses owned or operated by Seller.
Retained Information. For a period of three years following the Closing, to the extent not prohibited by law or restricted by applicable ethical rules, Purchaser will make available to Seller any business records related to the operations of Seller prior to the Closing which are transferred to Purchaser at the Closing (the “Transferred Business Records”) for inspection and copying to the extent Seller requires access to such records in response to tax audits or other reasonable business necessity. Seller’s access to the Transferred Business Records is subject to the confidentiality obligations of Seller under Section 11.1 hereof. After the Closing, Seller, to the extent not prohibited by law or restricted by applicable ethical rules, will make available to Purchaser any business records related to the operations of Seller prior to the Closing which are not transferred to Purchaser at the Closing (the “Retained Business Records”) for inspection and copying to the extent Purchaser requires access to such records for reasonable business necessity. Purchaser’s access to the Retained Business Records is subject to the confidentiality obligations of Purchaser under Section 11.1 hereof. Notwithstanding the foregoing, Parent and Purchaser each waive any and all rights, including the right to inspect and copy, with respect to all of the books, files, documents and records of attorneys or accountants relating to their respective representations of any Seller Entity in connection with the negotiation, execution and delivery of this Agreement.
Retained Information. During the period of one year after Completion the Transferor shall, upon reasonable notice by the Transferee and subject to the Transferee giving such undertaking as to confidentiality as the Transferor (failing whom, the BSC Panel) may reasonably require, make available during normal working hours to the Transferee or its advisers for inspection and copying (at the Transferee's expense) any books or records containing or relating to Information or on which Information is recorded and which are required by law to be retained by the Transferor following Completion.
