Retention by Seller. Seller and each Seller Affiliate may retain a copy of all data room materials and all books and records prepared in connection with the transactions contemplated by this Agreement, including (i) copies of any books and records which may be relevant in connection with the defense of disputes arising hereunder and (ii) copies of all financial information and all other accounting books and records prepared or used in connection with the preparation of financial statements of Seller or the Company Group Members.
Retention by Seller. Seller and its Affiliates shall have the right to retain (i) copies of all books and records and all Tax Returns and other information and documents relating to Tax matters of the Company, in each case, relating to periods ending on or prior to the Closing Date (A) as required by any legal or regulatory authority, including any applicable Law or regulatory request or (B) as may be reasonably necessary for Seller and its Affiliates to perform their respective obligations pursuant to this Agreement and the other Transaction Documents, in each case subject to compliance in all material respects with applicable Laws and (ii) all data room materials, copies of bids and all books and records (including any financial analysis relating to such bids) prepared in connection with the Transactions, including (A) any books and records that may be relevant in connection with the defense of disputes arising under this Agreement or (B) financial information and all other accounting books and records prepared or used in connection with the preparation of financial statements of Seller or the Company.
Retention by Seller. The Buyer agrees that Seller may retain (i) a copy of all materials included in the Data Room, together with a copy of all documents referred to in such materials, (ii) all books and records prepared in connection with the transactions contemplated by this Agreement, including bids received from others and information relating to such bids, (iii) copies of any books and records which may be relevant in connection with disputes arising hereunder, (iv) all consolidating and consolidated financial information and all other accounting books and records prepared or used in connection with the preparation of financial statements of Seller or any of its Affiliates, and (v) all Retained E-Mail; provided however, that if the Closing occurs Seller shall not disclose any of the foregoing to any Third Party without the prior written consent of Buyer unless Seller is advised by legal counsel that such disclosure is required by Applicable Law and provides prompt Notice of such advice to Buyer.
Retention by Seller. Subject to the terms of Section 7.2(c), each Buyer agrees that Seller may retain (i) a copy of all materials made available on the Data Site, together with a copy of all documents referred to in such materials, (ii) all books and records prepared in connection with the transactions contemplated by this Agreement, including bids received from others and information relating to such bids, (iii) copies of any books and records which may be relevant in connection with the defense of disputes arising hereunder, and (iv) all consolidating and consolidated financial information and all other accounting books and records prepared or used in connection with the preparation of financial statements of Seller or its Affiliates.
Retention by Seller. From and after Closing, Seller agrees to retain, perform, pay, and fully discharge the following losses, costs, Damages, liabilities and obligations or alleged or threatened losses, costs, Damages, liabilities and obligations for the following:
(i) Property Costs, assignments, operating agreements, leases, permits, deeds, rights-of-way, licenses, easements, options, orders, gas purchase contracts, product purchase and sale agreements, gas gathering agreements, gas processing agreements, or any other agreements or contracts attributable to, affecting, or otherwise relating to the Subject Assets, to the extent such liabilities and obligations arose prior to the Effective Time or under Section 10;
(ii) Seller’s obligations in connection with or arising out of Section 24;
(iii) in connection with or arising out of balancing of overproduction or underproduction from the Subject Assets (but only to the extent that the relevant imbalance arose prior to the Effective Time);
(iv) in connection with or arising out of claims for personal injury (including wrongful death) or damage to tangible property, to the extent arising prior to the Effective Date;
(v) any Taxes (including applicable penalties and interest) for which Seller has agreed to be responsible hereunder; and
(vi) as to any Material Agreements which are not contained in either the Records or the public records, or referenced therein, any liabilities arising out of such agreements regarding Preferential Purchase Rights, requirements for consent to assign, area of mutual interest obligations, or any other obligations which in whole or in part, void or prohibit the transactions contemplated by this Agreement.
Retention by Seller. Buyer agrees that Seller may retain (i) a copy of ------------------- all materials included in the Data Room, together with a copy of all documents referred to in such materials, (ii) all books and records prepared in connection with the transactions contemplated by this Agreement, including bids received from others and information relating to such bids, (iii) copies of any books and records which may be relevant in connection with the defense of (A) the matters referred to in Article 12 or (B) disputes arising hereunder, (iv) all ---------- consolidating and consolidated financial information and all other accounting books and records prepared or used in connection with the preparation of financial statements of Seller or PG&E, and (v) all Retained E-Mail.
Retention by Seller. Except for the Assumed Liabilities, Buyer shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liabilities for, any liabilities of Seller of any kind, character or description whatsoever, whether actual or contingent, known or unknown, intentional or unintentional, and whether statutory, in contract, tort, warranty or otherwise and whether with respect to the Business, the Assets or otherwise (all such liabilities other than the Assumed Liabilities referred to as the “Excluded Liabilities”). Notwithstanding any other provisions of this Agreement, and excluding the liabilities under Section 2.1.1, the Excluded Liabilities shall include without limitation:
(i) all liabilities of Seller relating to Seller’s employees (save for liabilities relating to such employees that enter into employment with Buyer, to the extent such liabilities relate to circumstances occurring after such employees have entered into employment with Buyer), whether such employees are involved in the Business or not and whether arising out of employment agreements, collective bargaining agreements or otherwise;
(ii) all contractual obligations of Seller under any unexpired warranty or similar relating to products or services sold by Seller prior to the Effective Date;
(iii) all liabilities and obligations of Seller relating to the Excluded Assets, all of which Seller shall continue to be solely responsible for, and shall indemnify Buyer from, including all liabilities for foreign or Federal, state or local income, franchise, sales, transfer or other taxes relating to the conduct or operation of the Business or the ownership or use or sale of the Assets and Assumed Liabilities being acquired by Buyer hereunder due in respect of periods ending prior to or on the Effective Date (including, without limitation, all occupancy, payroll, excise, sales or use, property and import taxes, duties and charges and all deficiency assessments, penalties, and interest in respect thereof);
(iv) all accounts payable and accrued expenses of the Business;
(v) all such liabilities resulting from the sale of the Assets to Buyer pursuant to this Agreement including, but not limited to, sales and transfer taxes; and
(vi) all liabilities arising from claims by third parties with respect to products sold or otherwise disposed of, or services performed, by the Business prior to the Effective Date.
Retention by Seller. Buyer agrees that Seller, at Seller’s expense, may retain a copy of all data room materials and all Books and Records prepared in connection with the transactions contemplated by this Agreement including, (i) copies of any Books and Records which may be relevant in connection with the defense of (A) the matters referred to in Article 12 or (B) disputes arising hereunder and (ii) all financial information and all other accounting Books and Records prepared or used in connection with the preparation of financial statements of Seller. Seller agrees that such information will be kept confidential by Seller and its Affiliates, and their respective directors, officers, employees and representatives. In addition, without the prior written consent of Buyer, Seller agrees that it will not, and will cause its Affiliates, directors, officers, employees and representatives not to, disclose to any Person any of such information.
Retention by Seller. Seller and its Affiliates shall have the right to retain (i) copies of all books and records and all Tax Returns and other information and documents relating to Tax matters of the Companies, in each case, relating to periods ending on or prior to the Closing Date (A) as required by any legal or regulatory authority, including any applicable Law or regulatory request or (B) as may be necessary for Seller and its Affiliates to perform their respective obligations pursuant to this Agreement and the other Transaction Documents, in each case subject to compliance in all material respects with applicable Laws, and (ii) all data room materials and all books and records prepared in connection with the Transactions, including (A) any books and records that may be relevant in connection with the defense of disputes arising under this Agreement or (B) financial information and all other accounting books and records prepared or used in connection with the preparation of financial statements of any of Seller, SE Capital Funding or the Companies. Seller and its Affiliates shall preserve and keep all such documents for a period of at least six years after the Closing Date. After the expiration of such six-year period, before Seller and its Affiliates may dispose of any such documents, Seller shall give Buyer at least 90 days’ prior notice to such effect, and Buyer shall be given an opportunity, at its own cost and expense, to remove and retain all or any of such documents as Buyer may select.
Retention by Seller. Seller shall retain all books and records and other documents pertaining in any way to Seller and/or the Facility (to the extent not included in the Purchased Assets) in existence on the Closing Date and to make the same reasonably available on and after the Closing Date for inspection and copying by Purchaser, at Purchaser's expense during the normal business hours of Seller, upon reasonable request and upon reasonable notice. No such books, records or documents shall be destroyed by Seller or any of its Affiliates, except in accordance with Seller's standard document retention policies and practice, for a period of at least 7 years after the Closing Date (or until all pending claims hereunder are resolved, if any such claim is pending as of the end of such 7 year period) without first advising Purchaser in writing and giving Purchaser a reasonable opportunity to obtain possession thereof.
