Common use of Retention of and Access to Books and Records Clause in Contracts

Retention of and Access to Books and Records. 12.2.1 As promptly as practicable after the Effective Time, the Sellers will deliver or cause to be delivered to the Buyer, at the Buyer’s request, the Books and Records that are in the possession or control of the Sellers or their Affiliates other than Books and Records located at the Facilities. The Buyer agrees to hold and maintain the Books and Records that were transferred to Buyer at Closing so that they may be reasonably retrievable and not to destroy or dispose of any portion thereof for a period of five (5) years from the Closing Date or such longer time as may be required by applicable Law, provided, that, if it desires to destroy or dispose of such Books and Records during such period, it will first offer in writing at least ninety (90) days before such destruction or disposition to surrender them to the Sellers, and if the Sellers do not accept such offer within sixty (60) days after receipt of such offer, the Buyer may proceed with the destruction of such Books and Records.

Retention of and Access to Books and Records. 12.2.1 (a) As promptly as practicable and in any event before 30 days after the Effective TimeClosing Date, the Sellers Seller will deliver or cause to be delivered to the Buyer, at the Buyer’s request, the Books and Records that are in the possession or control of the Sellers Seller or their its Affiliates other than Books and Records located at that relate to the Facilitiesoperation of the Transferred Assets. The Buyer agrees to hold and maintain the Books and Records that were transferred to Buyer at Closing HOU02:1274360 15 so that they may be reasonably retrievable and not to destroy or dispose of any portion thereof for a period of five (5) three years from the Closing Date or such longer time as may be required by applicable Applicable Law, provided, provided that, if it desires to destroy or dispose of such Books and Records during such period, it will first offer in writing at least ninety (90) 60 days before such destruction or disposition to surrender them to the Sellers, Seller and if the Sellers do Seller does not accept such offer within sixty (60) 30 days after receipt of such offer, the Buyer may proceed with the destruction of take such Books and Recordsaction.

Retention of and Access to Books and Records. 12.2.1 As promptly as practicable after the Effective Time, the Sellers will deliver or cause to be delivered to the Buyer, at the Buyer’s request, the Books and Records that are in the possession or control of the Sellers or their Affiliates other than Books and Records located at the Facilities. The Buyer agrees to hold and maintain the Books and Records that were transferred to Buyer at Closing so that they may be reasonably retrievable and not to destroy or dispose of any portion thereof for a period of five (5) years from the Closing Date or such longer time as may be required by applicable Law, provided, that, if it desires to destroy or dispose of such Books and Records during such period, it will first offer in writing at least ninety (90) days before such destruction or disposition to surrender them to the Sellers, and if the Sellers do not accept such offer within sixty (60) days after receipt of such offer, the Buyer may proceed with the destruction of such Books and Records.sixty