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

Retention of and Access to Records. (a) For the greater of five years from the Closing Date and any period as may be required by any statute, regulation or Governmental Body or any then pending litigation, Buyer shall maintain in the same manner that it currently maintains its business records and files the business records and files of Sellers that are transferred to Buyer in connection herewith, and in anticipation of, or preparation for, existing or future Proceeding or any Tax audit in which Sellers or any of its Affiliates is involved and which is related to the Business or the Assets, permit Sellers and their Representatives reasonable access to such records and files during regular business hours and upon reasonable notice at Buyer’s principal places of business or at any location where the records are stored; provided, however, that (i) any access shall be had or done in a manner so as not to interfere with the normal conduct of the Business and (ii) Buyer shall not be required to provide access to any confidential record or records, the disclosure of which would violate any governmental statute or regulation or applicable confidentiality agreement with any Person. Buyer shall notify Parent in writing at least ten days prior to any destruction of such transferred records and files prior to the end of the period referenced in the preceding sentence, and at Parent’s option, deliver such records and files to Parent. (b) Upon reasonable request therefor by Buyer, Sellers shall deliver to Buyer copies of any original Business Records not delivered to Buyer at the Closing as promptly as reasonably possible at Sellers’ sole cost and expense. Further, for a period of five (5) years from the Closing, Sellers (i) shall maintain, and shall cause their Affiliates to maintain, at Sellers’ sole cost and expense, those Business Records not delivered to Buyer at the Closing and (b) shall not (and shall cause each of its Affiliates not to) destroy any such Business Records without first notifying Buyer in writing at least 30 days in advance of such destruction and giving Buyer the opportunity to take possession of such Business Records.

Retention of and Access to Records. (a) For the greater of five years from From and after the Closing Date and any for a period five (5) years thereafter, Seller will retain and provide Buyer and its Representatives with reasonable access to and copies of such portion of the books and records that constitute Retained Assets as may be required by any statute, regulation contain information or Governmental Body or any then pending litigation, Buyer shall maintain in the same manner that it currently maintains its business records and files the business records and files of Sellers that are transferred to Buyer in connection herewith, and in anticipation of, or preparation for, existing or future Proceeding or any Tax audit in which Sellers or any of its Affiliates is involved and which is data reasonably related to the Business Purchased Assets or the Assets, permit Sellers and their Representatives reasonable access to such operation of the Business (excluding income Tax books or records and files communications that are protected by attorney-client privilege or the work-product privilege), during regular normal business hours and upon reasonable written notice, for any reasonable business purposes specified by Buyer in such notice and prior to destroying any such books and records prior to the end of such five (5)-year period, Seller will notify Buyer in writing at least thirty (30) days in advance and then, if requested by Buyer and at Buyer’s principal places expense, provide copies of such books and records prior to destroying them. From and after such five (5)-year period, Seller shall have no obligation to keep or preserve or to notify Buyer of the destruction of any such books or records. (b) From and after the Closing Date and for a period five (5) years thereafter, Buyer will retain and provide Seller, Parent and their respective Representatives with reasonable access to and copies of all books and records that constitute Purchased Assets and will make employees available on a mutually convenient basis, during normal business hours and upon reasonable written notice for any reasonable purpose of Seller or at Parent specified by Seller or Parent, as applicable, in such notice, such as for use in financial reporting, accounting matters, preparing and filing any location where the records are stored; providedTax Returns, howeverresponding to Tax requests, that (i) audits, inquiries or other Proceedings, to investigate, defend or prosecute any access shall be had claim or done in a manner so as not Proceeding, or to interfere comply with the normal conduct provisions and terms of this Agreement or any Ancillary Document or respond to claims arising hereunder or thereunder. For five (5) years following the Business Closing Date, prior to destroying any such books and (ii) Buyer shall not be required to provide access to any confidential record or records, the disclosure of which would violate any governmental statute or regulation or applicable confidentiality agreement with any Person. Buyer shall will notify Seller and Parent in writing at least ten thirty (30) days prior to any destruction of such transferred records and files prior to the end of the period referenced in the preceding sentence, and at Parent’s option, deliver such records and files to Parent. (b) Upon reasonable request therefor by Buyer, Sellers shall deliver to Buyer copies of any original Business Records not delivered to Buyer at the Closing as promptly as reasonably possible at Sellers’ sole cost and expense. Further, for a period of five (5) years from the Closing, Sellers (i) shall maintain, and shall cause their Affiliates to maintain, at Sellers’ sole cost and expense, those Business Records not delivered to Buyer at the Closing and (b) shall not (and shall cause each of its Affiliates not to) destroy any such Business Records without first notifying Buyer in writing at least 30 days in advance of such destruction and giving Buyer the opportunity to take possession shall, if requested by Seller or Parent and at Seller’s or Parent’s expense, provide copies of such Business Recordsbooks or records prior to such destruction. From and after such five (5)-year period, Buyer shall have no obligation to keep or preserve or to notify Seller or Parent of the destruction of any such books or records.

Retention of and Access to Records. From and after the Closing Date: (a) For Seller will retain and provide Buyer and its representatives with reasonable access to and copies of all books and records that constitute Retained Assets, during normal business hours and upon reasonable written notice, for any reasonable business purposes specified by Buyer in such notice. (b) Buyer will retain all books and records that constitute Purchased Assets for a period consistent with the greater retention period assigned in Buyer’s “Records Classification and Retention” policy as in effect on the date hereof, a correct and complete copy of five years from which has been provided to Seller. Solely for purposes of determining the Closing Date retention period within such policy for the Business’ books and any records, such books and records will be retained within such policy as if they had been created by or for the benefit of Buyer and its Affiliates. Following the expiration of such period, Buyer may dispose of such books and records; provided that, if requested by Seller prior to the expiration of the applicable retention period, or if requested by Seller after the expiration of the applicable retention period as may be required by any statute, regulation if Buyer is still in the possession or Governmental Body or any then pending litigationcontrol of the applicable books and records at such time, Buyer shall maintain deliver to Seller, at Seller’s expense, any of such books and records as Seller may request in the same manner that it currently maintains its business records and files the business records and files of Sellers that are transferred order to Buyer enable Seller to prepare Tax Returns or respond to Tax audits, defend or prosecute any Proceeding involving a Third Party, in connection herewithwith accounting or financial reporting requirements applicable to Seller, and in anticipation oforder to fulfill Seller’s or any Seller’s Shareholder’s obligations under this Agreement or any Ancillary Document, or preparation for, existing or future Proceeding for any other reasonable business purpose that does not have an adverse impact on Buyer (and specifically excluding in connection with any enforcement by Seller or any Tax audit in which Sellers Seller Shareholder of its rights against Buyer or any of its Affiliates is involved and which is related to the Business or the Assets, permit Sellers and their Representatives reasonable access to such records and files during regular business hours and upon reasonable notice at Buyer’s principal places of business or at any location where the records are stored; provided, however, that (i) any access shall be had or done in a manner so as not to interfere with the normal conduct of the Business and (ii) Buyer shall not be required to provide access to any confidential record or records, the disclosure of which would violate any governmental statute or regulation or applicable confidentiality agreement with any Person. Buyer shall notify Parent in writing at least ten days prior to any destruction of such transferred records and files prior to the end of the period referenced in the preceding sentence, and at Parent’s option, deliver such records and files to Parentunder this Agreement). (b) Upon reasonable request therefor by Buyer, Sellers shall deliver to Buyer copies of any original Business Records not delivered to Buyer at the Closing as promptly as reasonably possible at Sellers’ sole cost and expense. Further, for a period of five (5) years from the Closing, Sellers (i) shall maintain, and shall cause their Affiliates to maintain, at Sellers’ sole cost and expense, those Business Records not delivered to Buyer at the Closing and (b) shall not (and shall cause each of its Affiliates not to) destroy any such Business Records without first notifying Buyer in writing at least 30 days in advance of such destruction and giving Buyer the opportunity to take possession of such Business Records.

Retention of and Access to Records. (a) For Purchasers will provide Sellers with access to the greater Books and Records included in the Assets, upon reasonable written notice from Sellers, during ordinary business hours and in such a manner as does not interfere with the business operations of five years from the Closing Date and any period as may be required by any statute, regulation or Governmental Body Purchasers or any then pending litigationof their Affiliates, Buyer shall maintain in for purposes reasonably related to any actual or threatened Legal Proceedings relating to Sellers’ operation of the same manner that it currently maintains its business records and files the business records and files of Sellers that are transferred Business or to Buyer in connection herewith, and in anticipation of, or preparation for, existing or future Proceeding or any Tax audit or proceedings in which any Seller or Stockholder is involved. Purchasers’ undertaking in this Section 9.9 shall survive for six years following the Closing or such longer period during which Purchasers maintain such Books and Records in the course of their business, provided that Purchasers may at their option offer to deliver to Sellers at any time any such Books and Records and if Sellers shall decline to take possession of such Books and Records, Purchasers shall thereafter be free to dispose of the same. Purchasers may require that any Person who will obtain access to Books and Records pursuant to this Section 9.9 execute a confidentiality undertaking reasonably satisfactory to Purchasers. (b) To the extent permitted by applicable Law, Sellers will provide Purchasers with access to the Books and Records included in the Excluded Assets, upon reasonable written notice from Purchasers, during ordinary business hours and in such a manner as does not interfere with the business operations of Sellers or any of their Affiliates, for purposes reasonably related to any actual or threatened Legal Proceedings relating to Purchasers’ operation of the Business or to any Tax audit or proceedings in which any Purchaser or any of its Affiliates is involved involved. Sellers’ undertaking in this Section 9.9 shall survive for six years following the Closing or such longer period during which Sellers maintain such Books and which is related Records in the course of their business, provided that Sellers may at their option offer to the Business or the Assets, permit Sellers and their Representatives reasonable access deliver to such records and files during regular business hours and upon reasonable notice at Buyer’s principal places of business or Purchasers at any location where the records are stored; provided, however, that (i) any access shall be had or done in a manner so as not to interfere with the normal conduct of the Business and (ii) Buyer shall not be required to provide access to any confidential record or records, the disclosure of which would violate any governmental statute or regulation or applicable confidentiality agreement with any Person. Buyer shall notify Parent in writing at least ten days prior to any destruction of such transferred records and files prior to the end of the period referenced in the preceding sentence, and at Parent’s option, deliver such records and files to Parent. (b) Upon reasonable request therefor by Buyer, Sellers shall deliver to Buyer copies of any original Business Records not delivered to Buyer at the Closing as promptly as reasonably possible at Sellers’ sole cost and expense. Further, for a period of five (5) years from the Closing, Sellers (i) shall maintain, and shall cause their Affiliates to maintain, at Sellers’ sole cost and expense, those Business Records not delivered to Buyer at the Closing and (b) shall not (and shall cause each of its Affiliates not to) destroy time any such Business Books and Records without first notifying Buyer in writing at least 30 days in advance of such destruction and giving Buyer the opportunity if Purchasers shall decline to take possession of such Business Books and Records, Sellers shall thereafter be free to dispose of the same. Sellers may require that any Person who will obtain access to Books and Records pursuant to this Section 9.9 execute a confidentiality undertaking reasonably satisfactory to Sellers.

Retention of and Access to Records. (a) For the greater of five years from Following the Closing Date Date, the Purchaser shall retain for a period consistent with the Purchaser’s record-retention policies and any practices, but which period as may shall be required by any statuteat least 7 years, regulation or Governmental Body or any then pending litigation, Buyer shall maintain in those books and records of the same manner that it currently maintains its business records and files the business records and files of Sellers that are transferred to Buyer in connection herewith, and in anticipation of, or preparation for, existing or future Proceeding or any Tax audit in which Sellers or any of its Affiliates is involved and which is related Seller delivered to the Business or Purchaser and not otherwise retained by the Assets, permit Sellers Seller. The Purchaser shall also give the Seller and their the Seller Representatives reasonable access thereto (including a right to make copies of such records books and files records), at reasonable times during regular normal business hours and upon reasonable notice at Buyer’s principal places of intervals and notice, as the Seller Representatives may reasonably request, for reasonable business or at purposes; provided that the Seller and the Seller Representatives shall conduct any location where the records are stored; provided, however, that (i) any access shall be had or done such activities in such a manner so as not to unreasonably interfere with the normal conduct business or operations of the Business and (ii) Buyer shall not be required to provide access to any confidential record or records, the disclosure of which would violate any governmental statute or regulation or applicable confidentiality agreement with any Person. Buyer shall notify Parent in writing at least ten days prior to any destruction of such transferred records and files prior to the end of the period referenced in the preceding sentence, and at Parent’s option, deliver such records and files to ParentPurchaser. (b) Upon reasonable request therefor by Buyer, Sellers shall deliver to Buyer copies of any original Business Records not delivered to Buyer at Following the Closing as promptly as reasonably possible at Sellers’ sole cost and expense. FurtherDate, the Seller and/or DGT shall retain for a period consistent with DGT’s record-retention policies and practices, but which period shall be at least 7 years, those books and records of five the Seller which are retained by the Seller as Excluded Assets, including financial records. The Seller and/or DGT shall also give the Purchaser and the Purchaser Representatives reasonable access thereto (5) years from the Closing, Sellers (i) shall maintain, including a right to make copies of such books and shall cause their Affiliates to maintainrecords), at Sellers’ sole cost reasonable times during normal business hours and expenseupon reasonable intervals and notice, those Business Records not delivered as the Purchaser Representatives may reasonably request, to Buyer at enable them to prepare tax returns or deal with tax audits or for other reasonable business purposes; provided that the Closing Purchaser and (b) the Purchaser Representatives shall not (and shall cause each of its Affiliates not to) destroy conduct any such Business Records without first notifying Buyer activities in writing at least 30 days in advance such a manner as not to unreasonably interfere with the business or operations of such destruction and giving Buyer the opportunity to take possession of such Business RecordsSeller or DGT.

Retention of and Access to Records. (a) For the greater of five years from After the Closing Date Date, the Seller shall (and any period as may be required by any statute, regulation or Governmental Body or any then pending litigation, Buyer shall maintain in the same manner that it currently maintains its business records and files the business records and files of Sellers that are transferred to Buyer in connection herewith, and in anticipation of, or preparation for, existing or future Proceeding or any Tax audit in which Sellers or any of cause its Affiliates is involved to) provide the Purchaser and which is related to the Business or the Assets, permit Sellers and their its Representatives reasonable access to such records books and files records, or portions thereof, relating in any manner to the Transferred Assets during regular normal business hours and on reasonable notice, for any reasonable business purpose, including to enable them to prepare financial statements or Tax Returns, deal with Tax audits or as they may otherwise reasonably request. Notwithstanding anything in this Section 7.4(a), the Seller and its Affiliates will only be required to deliver to the Purchaser the portions of such books and records that relate primarily to the Transferred Assets and may redact any statements or other information on the portions of such books and records that do not relate to the Transferred Assets (subject to the Seller’s right to redact information unrelated to the Transferred Assets). Notwithstanding anything in this Section 7.4(a), the Seller will not be required to permit access to or furnish Tax Returns, books, records, contracts, documents, information or data relating to Taxes to the extent that such Taxes do not relate exclusively to the Transferred Assets. Such access will be afforded during normal business hours by the Party in possession of the books and records upon receipt of reasonable notice at Buyer’s principal places of business or at any location where the records are stored; providedadvance notice, however, that but (ia) any access shall review of books and records will be had or done conducted in such a manner so as not to interfere unreasonably with the normal conduct operation of the Business and business of any Party or its Affiliates, (iib) Buyer shall not no Party will be required to provide access to take any confidential record or records, the disclosure of action which would violate any governmental statute or regulation or applicable confidentiality agreement constitute a waiver of the attorney-client privilege, and (c) no Party need supply the other Party with any Person. Buyer shall notify Parent in writing at least ten days prior information which that Party is under a contractual or other legal obligation not to any destruction of such transferred records and files prior to the end of the period referenced in the preceding sentence, and at Parent’s option, deliver such records and files to Parentsupply. (b) Upon reasonable request therefor by Buyer, Sellers shall deliver to Buyer copies After the seventh (7th) anniversary of any original Business Records not delivered to Buyer at the Closing Date (or such later date as promptly as reasonably possible at Sellers’ sole cost may be required under Laws applicable to the Purchaser or Purchaser’s document retention policies), the Seller or its Affiliates may elect to destroy any books and expenserecords described in Section 7.4(a). FurtherThe Purchaser shall, for a period prior to the seventh (7th) anniversary of five (5) years from the Closing, Sellers (i) shall maintain, and shall cause their Affiliates to maintain, at Sellers’ sole cost and expense, those Business Records not delivered to Buyer at the Closing and (b) shall not (and shall cause each Date or thereafter during the effective term of its Affiliates not to) destroy any such Business Records without first notifying Buyer the requirements under this Section 7.4(b), advise the Seller as to the Law referred to in writing at least 30 days in advance of such destruction and giving Buyer the opportunity to take possession of such Business Recordsimmediately preceding sentence.

Retention of and Access to Records. (a) For the greater of five years from From and after the Closing Date and any period as may be required by any statute, regulation or Governmental Body or any then pending litigation, Buyer shall maintain in the same manner that it currently maintains its business records and files the business records and files of Sellers that are transferred to Buyer in connection herewith, and in anticipation of, or preparation for, existing or future Proceeding or any Tax audit in which Sellers or any of its Affiliates is involved and which is related to the Business or the Assets, permit Sellers and their Representatives reasonable access to such records and files during regular business hours and upon reasonable notice at Buyer’s principal places of business or at any location where the records are stored; provided, however, that (i) any access shall be had or done in a manner so as not to interfere with the normal conduct of the Business and (ii) Buyer shall not be required to provide access to any confidential record or records, the disclosure of which would violate any governmental statute or regulation or applicable confidentiality agreement with any Person. Buyer shall notify Parent in writing at least ten days prior to any destruction of such transferred records and files prior to the end of the period referenced in the preceding sentence, and at Parent’s option, deliver such records and files to Parent. (b) Upon reasonable request therefor by Buyer, Sellers shall deliver to Buyer copies of any original Business Records not delivered to Buyer at the Closing as promptly as reasonably possible at Sellers’ sole cost and expense. FurtherDate, for a period of five six (56) years from the Purchaser shall preserve all books and records transferred by the Sellers to the Purchaser pursuant to this Agreement. Upon the expiration of such six (6) year period, the Purchaser shall provide the Sellers a reasonable opportunity to obtain copies, at the Sellers’ expense, of any of such books and records. As soon as practicable following the Closing, the Purchaser, at the Sellers’ expense, shall deliver to the Sellers (i) such financial information relating to the Business and transferred to the Purchaser as part of the Station Assets in sufficient detail to enable the Sellers to prepare their financial statements and all Tax Returns of the Sellers relating to periods ending on or prior to the Closing Date. In addition to the foregoing, from and after the Closing, the Purchaser shall maintainafford to the Sellers, and shall cause their Affiliates its counsel, accountants and other authorized agents and representatives, during normal business hours, reasonable access to maintainthe employees, at Sellers’ sole cost books, records and expenseother data relating to the Station Assets, those Business Records not delivered the Assumed Liabilities, the Transferred Employees and the Excluded Liabilities in its possession with respect to Buyer at periods prior to the Closing Closing, and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party (a) to facilitate the investigation, litigation and final disposition of any claims which may have been or may be made against any such party or Person, or its Affiliates, (b) shall for the preparation of Tax Returns and audits, and (c) for any other reasonable and proper business purpose, provided such access does not (unreasonably disrupt the business and shall cause each operations of its Affiliates not to) destroy any such Business Records without first notifying Buyer in writing at least 30 days in advance the Stations or of such destruction and giving Buyer the opportunity to take possession of such Business RecordsPurchaser.

Retention of and Access to Records. (a) For the greater a period of five not less than six (6) years from after the Closing Date and any period (or for such longer periods as may be required reasonably requested by Seller in writing (A) to satisfy applicable Laws or agreements, (B) to provide Seller (and his advisors) information that is reasonably relevant and necessary to defend any statuteclaim for indemnification under this Agreement (provided that such information shall exclude any information that is protected by the attorney-client privilege, regulation or Governmental Body the attorney work product doctrine or any then pending litigation, Buyer shall maintain in the same manner that it currently maintains its business records and files the business records and files of Sellers that are transferred to Buyer other applicable privilege) or (C) in connection herewithwith any claim for which Seller is alleged to be responsible that has been commenced or is pending or threatened until any such claim has been settled through judgment or otherwise or is no longer pending or threatened), the Company and in anticipation ofany successor of the Company shall preserve and retain the corporate, accounting, legal, auditing and other Books and Records of the Company (including, but not limited to, any Books and Records relating to any Governmental Authority or preparation for, existing or future Proceeding or any Tax audit in which Sellers or any non-Governmental Authority claims) arising out of its Affiliates is involved and which is related to the Business or the Assets, permit Sellers and their Representatives reasonable access to such records and files during regular business hours and upon reasonable notice at Buyer’s principal places of business or at any location where the records are stored; provided, however, that (i) any access shall be had or done in a manner so as not to interfere with the normal conduct of the Business business and (ii) Buyer shall not be required to provide access to any confidential record operations of the Company on or records, the disclosure of which would violate any governmental statute or regulation or applicable confidentiality agreement with any Person. Buyer shall notify Parent in writing at least ten days prior to any destruction of such transferred records and files prior to the end of the period referenced in the preceding sentence, and at Parent’s option, deliver such records and files to ParentClosing Date. (b) Upon In addition to rights provided under Section 1.2, from and after the Closing, the Company and any successor of the Company shall provide reasonable request therefor by Buyeraccess, Sellers shall deliver during regular business hours, to Buyer Seller and his attorneys, accountants and other advisors and representatives to review any Books and Records of the Company relating to matters of the Company arising on or prior to the Closing Date and to make paper or electronic copies thereof, each as necessary or desirable for, or reasonably relevant to: (i) the preparation, documentation and execution, if necessary, of all financial statements, Tax Returns, Tax refund or Tax credit claims and reports or the resolution of any original Business Records not delivered Tax audits, claims, litigation or disputes concerning the Company’s and/or Seller’s Tax liabilities attributable to Buyer at the Company for taxable periods ended on or prior to the Closing as promptly as reasonably possible at Sellers’ sole cost Date and expense. Furtherfor taxable periods ending thereafter if the Tax liability for all or any portion of such periods may affect any Tax liability of such Persons; (ii) any matters for which Seller has provided indemnification under this Agreement (provided that such information shall exclude any information that is protected by the attorney-client privilege, the attorney work product doctrine or any other applicable privilege); and (iii) any legitimate business reason for which a period of request is made by the Seller, which such request will not be unreasonably refused or delayed; provided, however that Seller provides either Buyer or the Company five (5) years from days notice. Persons receiving such information shall disclose such information only as reasonably necessary or appropriate for the purpose for which such information was requested. (iv) Buyer and the Company shall reasonably cooperate with Seller, and his attorneys, accountants and other advisors and representatives with respect to the matters described in this Section 7.1 (including (A) making available employees of the Company, if any, who are familiar with such Books and Records to assist such Persons and (B) allowing use of the Company’s copying facilities, clerical services and telephone in a reasonable manner). Seller will provide reasonable notice to the Company of the cooperation requested and will coordinate with the Company the timing and extent of the cooperation so as to minimize interference with the conduct of the Company’s business, subject in all cases to the need for the Company’s cooperation. Sellers will reimburse the Company for all of its reasonable out-of-pocket expenses (including reasonable attorneys’ fees and expenses) incurred at the direction of Seller pursuant to this Section 7.1. (v) Following the Closing, Sellers (i) in the event the Company enters into a disposition transaction involving the Company, to the extent reasonably attainable, Buyer and the Company shall maintain, and shall cause use their Affiliates commercially reasonable efforts to maintain, at Sellers’ sole cost and expense, those Business Records not delivered include in the documents governing such disposition transaction a provision obligating the new purchaser or transferee to Buyer at abide by the Closing and (b) shall not (and shall cause each provisions of its Affiliates not to) destroy any such Business Records without first notifying Buyer in writing at least 30 days in advance of such destruction and giving Buyer the opportunity to take possession of such Business Recordsthis Section 7.1.

Retention of and Access to Records. For a period of six years following the Closing Date Buyer and ACT shall preserve (ai) For all books and records of the greater of five years from Company related to any time prior to the Closing Date and (ii) all Tax Returns with respect to the properties and operations of the Company related to the period prior to the expiration of such six-year period and all books and records that may relate thereto. Upon the expiration of such six-year period, Buyer and ACT shall provide Seller a reasonable opportunity to obtain copies, at Seller’s expense, of any period of such books and records. As soon as practicable following the Closing, Buyer and ACT shall deliver to Seller, or provide Seller with access to, such financial information relating to the business of the Company as Seller may reasonably request in sufficient detail to enable Seller to prepare his personal financial statements and to prepare all Tax Returns of Seller and the Company relating to periods ending on or prior to the Closing Date. In addition to the foregoing, from and after the Closing, Buyer and ACT shall afford to Seller and his counsel, accountants and other authorized agents and representatives (collectively, the “Seller Representatives”), during normal business hours, reasonable access to the Company’s executives identified on Schedule 9.6 and the employees, books, records and other data relating to the Company with respect to periods prior to the Closing, and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by Seller (a) to facilitate the investigation, litigation and final disposition of any statuteclaims which may have been or may be made against Seller or his Affiliates, regulation or Governmental Body or (b) for the preparation of Tax Returns and audits and (c) to facilitate the determination by Seller with respect to his right to any then pending litigation, Buyer shall tax refunds that may be claimed by Seller. The Seller and the Seller Representatives will maintain in the same manner that it currently maintains its business records and files the business records and files of Sellers that are transferred to Buyer in connection herewithconfidence, and cause their respective directors, officers, employees, agents and advisors to maintain in anticipation ofconfidence, or preparation forand not use to the detriment of Buyer, existing or future Proceeding or any Tax audit in which Sellers ACT or any of its Affiliates their respective directors, officers, employees, agents, advisors and Affiliates, written, oral or other information obtained in connection with this Section 9.6, unless such information is involved and which is related to the Business or the Assets, permit Sellers and their Representatives reasonable access already known to such records and files during regular business hours and upon reasonable notice at Buyer’s principal places party or to others not bound by a duty of business confidentiality or at any location where the records are stored; provided, however, that (i) any access shall be had or done in a manner so as not to interfere with the normal conduct of the Business and (ii) Buyer shall not be required to provide access to any confidential record or records, the disclosure of which would violate any governmental statute or regulation or applicable confidentiality agreement with any Person. Buyer shall notify Parent in writing at least ten days prior to any destruction unless such information becomes publicly available through no fault of such transferred records and files prior to party, unless the end of the period referenced in the preceding sentence, and at Parent’s option, deliver such records and files to Parent. (b) Upon reasonable request therefor by Buyer, Sellers shall deliver to Buyer copies of any original Business Records not delivered to Buyer at the Closing as promptly as reasonably possible at Sellers’ sole cost and expense. Further, for a period of five (5) years from the Closing, Sellers (i) shall maintain, and shall cause their Affiliates to maintain, at Sellers’ sole cost and expense, those Business Records not delivered to Buyer at the Closing and (b) shall not (and shall cause each of its Affiliates not to) destroy any such Business Records without first notifying Buyer in writing at least 30 days in advance furnishing or use of such destruction and giving Buyer the opportunity to take possession of such Business Recordsinformation is required by or necessary or appropriate in connection with legal proceedings.

Retention of and Access to Records. (a) For a period of not less than six (6) years after the greater of five years from Closing (or for such longer periods as may be reasonably requested by Sellers in writing (A) to satisfy applicable Laws or agreements, (B) to provide Sellers (and their advisors) information that is reasonably relevant and necessary to defend any claim for indemnification under this Agreement (provided that such information shall exclude any information created after the Closing Date that is protected by the attorney-client privilege, the attorney work product doctrine or any other applicable privilege) or (C) in connection with any claim for which Sellers are alleged to be responsible that has been commenced or is pending or threatened until any such claim has been settled through judgment or otherwise or is no longer pending or threatened), Buyer, the Surviving Company and any period as may be required by successor of the Surviving Company shall preserve and retain the corporate, accounting, legal, auditing and other Books and Records of the Company (including, but not limited to, any statute, regulation Books and Records relating to any Governmental Authority or non-Governmental Body or any then pending litigation, Buyer shall maintain in Authority claims) arising out of the same manner that it currently maintains its business records and files the business records and files of Sellers that are transferred to Buyer in connection herewith, and in anticipation of, or preparation for, existing or future Proceeding or any Tax audit in which Sellers or any of its Affiliates is involved and which is related to the Business or the Assets, permit Sellers and their Representatives reasonable access to such records and files during regular business hours and upon reasonable notice at Buyer’s principal places of business or at any location where the records are stored; provided, however, that (i) any access shall be had or done in a manner so as not to interfere with the normal conduct of the Business and (ii) Buyer shall not be required to provide access to any confidential record operations of the Company on or records, the disclosure of which would violate any governmental statute or regulation or applicable confidentiality agreement with any Person. Buyer shall notify Parent in writing at least ten days prior to any destruction of such transferred records and files prior to the end of the period referenced in the preceding sentence, and at Parent’s option, deliver such records and files to ParentClosing Date. (b) Upon From and after the Closing, Buyer and the Surviving Company and any successor of the Surviving Company shall provide reasonable request therefor by Buyeraccess, during regular business hours, to Sellers shall deliver and their attorneys, accountants and other advisors and representatives to review any Books and Records of Buyer and the Surviving Company relating to matters of the Company arising on or prior to the Closing Date and to make paper or electronic copies thereof, each as necessary or desirable for, or reasonably relevant to: (i) the preparation, documentation and execution, if necessary, of all financial statements, Tax Returns, Tax refund or Tax credit claims and reports or the resolution of any original Business Records not delivered Tax audits, claims, litigation or disputes concerning the Company’s and/or either Seller’s Tax liabilities attributable to Buyer at the Company for taxable periods ended on or prior to the Closing as promptly as reasonably possible at Sellers’ sole cost Date and expense. Furtherfor taxable periods ending thereafter if the Tax liability for all or any portion of such periods may affect any Tax liability of such Persons; (ii) any matters in respect of which either or both Sellers might have indemnification obligations pursuant to this Agreement (provided that such information shall exclude any information created after the Closing Date that is protected by the attorney-client privilege, the attorney work product doctrine or any other applicable privilege); and (iii) any legitimate business reason for which a period of request is made by either Seller, which such request will not be unreasonably refused or delayed; provided, however that such Seller provides either Buyer or the Surviving Company five (5) years from days notice. Persons receiving such information shall disclose such information only as reasonably necessary or appropriate for the purpose for which such information was requested. (c) Buyer and the Surviving Company shall reasonably cooperate with Sellers, and their attorneys, accountants and other advisors and representatives with respect to the matters described in this Section 7.1 (including (i) making available employees of Buyer and the Surviving Company, if any, who are familiar with such Books and Records to assist such Persons and (ii) allowing use of Buyer and the Surviving Company copying facilities, clerical services and telephone in a reasonable manner). Sellers will provide reasonable notice to Buyer and the Surviving Company of the cooperation requested and will coordinate with Buyer and the Surviving Company with respect to the timing and extent of the cooperation so as to minimize interference with the conduct of Buyer and the Surviving Company’s business, subject in all cases to the need for the Company’s cooperation. Subject to the Sellers’ rights to indemnification for certain matters under Article IX, Sellers will reimburse Buyer and the Surviving Company for all of their reasonable out-of-pocket expenses (including reasonable attorneys’ fees and expenses) incurred at the direction of Sellers pursuant to this Section 7.1. (d) Following the Closing, Sellers (i) in the event that Buyer or the Surviving Company enters into a disposition transaction involving the Surviving Company or the assets acquired by the Surviving Company pursuant to this Agreement, Buyer and the Surviving Company shall maintain, and shall cause their Affiliates include in the documents governing such disposition transaction a provision obligating the acquiror or transferee thereof to maintain, at Sellers’ sole cost and expense, those Business Records not delivered to Buyer at abide by the Closing and (b) shall not (and shall cause each provisions of its Affiliates not to) destroy any such Business Records without first notifying Buyer in writing at least 30 days in advance of such destruction and giving Buyer the opportunity to take possession of such Business Recordsthis Section 7.1.

Retention of and Access to Records. For a period of six years following the Closing Date the Purchaser shall preserve all books and records transferred by the Seller to the Purchaser pursuant to this Agreement. Upon the expiration of such six-year period, the Purchaser shall provide the Seller a reasonable opportunity to obtain copies, at the Seller’s expense, of any of such books and records. As soon as practicable following the Closing, the Seller shall deliver to the Purchaser such financial information relating to the Business in sufficient detail to enable the Purchaser to prepare the Initial MWC Statement and all Tax Returns of the Seller relating to periods ending on or prior to the Closing Date. From and after the Closing, the Purchaser shall afford to the Seller and its counsel, accountants and other authorized agents and representatives, during normal business hours, reasonable access to the employees, books, records and other data relating to the Acquired Assets, the Assumed Liabilities, the Transferred Employees, the Excluded Assets and the Excluded Liabilities in its possession with respect to periods prior to the Closing, and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party (a) to facilitate the investigation, litigation and final disposition of any claims which may have been or may be made by or against any such party or Person or its Affiliates, (b) for the preparation of Tax Returns and audits and (c) for any other reasonable business purpose. For the greater a period of five six years from following the Closing Date and any period as may be required by any statute, regulation or Governmental Body or any then pending litigation, Buyer the Seller shall maintain in the same manner that it currently maintains its business records and files the business records and files of Sellers that are transferred to Buyer in connection herewith, and in anticipation of, or preparation for, existing or future Proceeding or any Tax audit in which Sellers or any of its Affiliates is involved and which is related provide to the Business or Purchaser, upon the Assets, permit Sellers and their Representatives Purchaser’s request for any reasonable access to such records and files during regular business hours purpose and upon reasonable prior notice (which shall be at Buyer’s principal places least three Business Days), a copy of business the corporate or at any location where organizational records and minute books and ledgers of the records are storedSeller; provided, however, that (i) the Seller may dispose of all or any access shall be had or done in a manner so as not to interfere with the normal conduct of the Business and (ii) Buyer shall not be required to provide access to any confidential record or records, the disclosure of which would violate any governmental statute or regulation or applicable confidentiality agreement with any Person. Buyer shall notify Parent in writing at least ten days prior to any destruction portion of such transferred records and files minute books or ledgers prior to the end expiration of such period if the period referenced in Purchaser does not, within 30 days of its receipt of written notice from the preceding sentenceSeller that the Seller intends to effect such disposal, and at Parent’s option, deliver arrange for the delivery of such records and files or minute books or ledgers to Parent. (b) Upon reasonable request therefor by Buyer, Sellers shall deliver to Buyer copies of any original Business Records not delivered to Buyer the Purchaser at the Closing as promptly as reasonably possible at Sellers’ Purchaser’s sole cost and expense. Further, for a period of five (5) years from the Closing, Sellers (i) shall maintain, and shall cause their Affiliates to maintain, at Sellers’ sole cost and expense, those Business Records not delivered to Buyer at the Closing and (b) shall not (and shall cause each of its Affiliates not to) destroy any such Business Records without first notifying Buyer in writing at least 30 days in advance of such destruction and giving Buyer the opportunity to take possession of such Business Records.

Retention of and Access to Records. (a) For the greater of five eight years from the Closing Date and any period as may be required by any statute, regulation or Governmental Body or any then pending litigation, Buyer shall maintain in the same manner that it currently maintains its business records permit Sellers and files their Representatives reasonable access to the business records and files of Sellers that are transferred to Buyer in connection herewith, and herewith in anticipation of, or preparation for, existing or future Proceeding or any Tax audit in which Sellers or any of its Affiliates is involved and which is related to the Business or the Assets, permit Sellers and their Representatives reasonable access to such records and files during regular business hours and upon reasonable notice at Buyer’s principal places of business or at any location where the records are stored; provided, however, that (i) any access shall be had or done in a manner so as not to interfere with the normal conduct of the Business and (ii) Buyer shall not be required to provide access to any confidential record or records, the disclosure of which would violate any governmental statute or regulation or applicable confidentiality agreement with any Person, it being understood and agreed that the records delivered by Sellers to Buyer shall not be deemed to be restricted from Sellers pursuant to either clause (ii) above. Buyer shall notify Parent each Seller in writing at least ten days prior to any destruction of such transferred records and files prior to the end of the period referenced in the preceding sentence, and at Parent’s any Sellers’ option, deliver such records and files to ParentSellers. (b) Upon reasonable request therefor For the greater of eight years from the Closing Date and any period as may be required by Buyerany statute, regulation or Governmental Body or any then pending litigation, Sellers shall deliver permit Buyer and its Representatives reasonable access to all data and Records relating to the Assets or the Business that were not transferred to Buyer copies pursuant to this Agreement, in anticipation of, or preparation for, existing or future Proceeding or any Tax audit in which Buyer or any of any original its Affiliates is involved and which is related to the Business Records not delivered to Buyer at or the Closing as promptly as reasonably possible Assets, during regular business hours and upon reasonable notice at Sellers’ sole cost and expense. Furtherprincipal places of business or at any location where the records are stored; provided, for a period of five (5) years from the Closinghowever, Sellers that (i) any access shall maintainbe had or done in a manner so as not to interfere with the normal conduct of the Business and (ii) Sellers shall not be required to provide access to any confidential record or records, the disclosure of which would violate any governmental statute or regulation or applicable confidentiality agreement with any Person; provided, further, however, Sellers shall have the option of transferring such data and shall cause their Affiliates to maintain, at Sellers’ sole cost and expense, those Business Records not delivered to Buyer at the Closing and (b) shall not (and shall cause each in lieu of its Affiliates not to) destroy any retaining such Business Records without first notifying Buyer in writing at least 30 days in advance of such destruction and giving Buyer the opportunity to take possession of such Business Recordsitems.

Retention of and Access to Records. (a) For the greater of five years from After the Closing Date Date, Purchaser shall retain for a period consistent with Purchaser's record retention policies and any period practices in effect as may be required by any statuteof the Execution Date, regulation or Governmental Body or any then pending litigationthose records of Seller delivered to Purchaser. After the Closing, Buyer Purchaser shall maintain in the same manner that it currently maintains provide Seller and its business records and files the business records and files of Sellers that are transferred to Buyer in connection herewith, and in anticipation of, or preparation for, existing or future Proceeding or any Tax audit in which Sellers or any of its Affiliates is involved and which is related to the Business or the Assets, permit Sellers and their Representatives representatives reasonable access to such records and files thereto, during regular normal business hours and upon reasonable notice on at Buyer’s principal places of business least three days' prior written notice, to enable Seller to prepare financial statements or at any location where the records are storedtax returns or respond to tax audits; provided, however, that (i) any access Purchaser's obligations under this sentence shall be had or done in a manner so as not to interfere with survive the normal conduct of the Business and (ii) Buyer shall not be required to provide access to any confidential record or records, the disclosure of which would violate any governmental statute or regulation or applicable confidentiality agreement with any Person. Buyer shall notify Parent in writing at least ten days prior to any destruction of such transferred records and files prior to Closing only until the end of the period referenced in the preceding sentence, and at Parent’s option, deliver such records and files to Parent. (b) Upon reasonable request therefor by Buyer, Sellers shall deliver to Buyer copies of any original Business Records not delivered to Buyer at 26th full calendar month following the Closing as promptly as reasonably possible at Sellers’ sole cost Date; and expenseprovided further, however, that Purchaser will not be obligated to incur any expense in performing its obligations 42 <PAGE> under this sentence. FurtherAfter the Closing Date, Seller shall retain for a period consistent with Seller's record retention policies and practices in effect as of five (5) years from the Execution Date, those records of Seller in Seller's possession as of the Execution Date and as of the Closing Date that are or were applicable to the Business. After the Closing, Sellers Seller shall provide Purchaser and its representatives reasonable access to records regarding any Assets or Excluded Assets and to records regarding any Liabilities (i) including, without limitation, the Assumed Liabilities), during normal business hours and on at least three days' prior written notice, in connection with claims asserted by third parties against Purchaser specifically as to any such Excluded Assets or retained Liabilities; provided, however, Seller's obligations under this sentence shall maintain, and shall cause their Affiliates to maintain, at Sellers’ sole cost and expense, those Business Records not delivered to Buyer at survive the Closing only until the end of the 26th full calendar month following the Closing Date; and (b) provided further, however, that Seller will not be obligated to incur any expense in performing its obligations under this sentence. The provisions of this Section shall not (and survive the Closing; provided, however, to the extent any provisions of this Section specifically state that they shall cause each survive the Closing for a certain period of its Affiliates not to) destroy any time, such Business Records without first notifying Buyer in writing at least 30 days in advance provisions shall survive the Closing only for such specified period of such destruction and giving Buyer the opportunity to take possession of such Business Recordstime.

Retention of and Access to Records. (a) For the greater period ending on the later of five (i) seven years from following the Closing Date Date, (ii) seven years following the due date for any applicable Tax Returns, or (iii) the expiration of the statute of limitations for the taxable periods to which any such Tax Returns relate (in any case, without regard to extensions except to the extent notified by the other party in writing of such extensions), each Party shall retain all books and any period as may be required by any statuterecords (including all Tax Returns, regulation or Governmental Body or any then pending litigationcustomer records, Buyer shall maintain in the same manner that it currently maintains its business regulatory applications and approvals and all related schedules, work papers, records and files the business records and files of Sellers other documents) in its possession that are transferred to Buyer in connection herewith, and in anticipation of, or preparation for, existing or future Proceeding or any Tax audit in which Sellers or any of its Affiliates is involved and which is related relate to the Purchased Business or the AssetsPurchased Assets for any taxable period ending on or before, permit Sellers or including, the Closing Date. Upon the expiration of such period, each Party shall provide the other Party reasonable opportunity to obtain copies, at such other Party's expense, of any of such books and their Representatives records. In addition to the foregoing, from and after the Closing, each Party shall afford the other Party and its counsel, accountants and other authorized agents and representatives, during normal business hours, reasonable access to such its officers, employees, and any books, records and files during regular business hours other data relating to the Purchased Business, the Purchased Assets, the Assumed Liabilities, the Business Employees and upon reasonable notice at Buyer’s principal places of business or at any location where the records are stored; providedExcluded Liabilities in its possession and the right to make copies and extracts therefrom, however, to the extent that such access may be reasonably required by the requesting Party (i) to facilitate the investigation, litigation and final disposition of any access shall claims which may have been or may be had made against or done in a manner so as not to interfere with the normal conduct of the Business by any such party or Person, or its Affiliates, and (ii) Buyer for the preparation of Tax Returns and audits provided that the requesting Party shall not pay all reasonable out-of-pocket costs, charges and expenses arising therefrom. Any information obtained under this Section 5.13 shall be required to provide access to any kept confidential record in accordance with the Confidentiality Agreement except as may otherwise be necessary in connection with the filing of Tax Returns or records, the disclosure of which would violate any governmental statute claims for refunds or regulation in conducting an audit or applicable confidentiality agreement with any Person. Buyer shall notify Parent in writing at least ten days prior to any destruction of such transferred records and files prior to the end of the period referenced in the preceding sentence, and at Parent’s option, deliver such records and files to Parentother proceeding. (b) Upon reasonable request therefor by Buyer, Sellers shall deliver to Buyer copies of any original Business Records not delivered to Buyer at the Closing as promptly as reasonably possible at Sellers’ sole cost and expense. Further, for a period of five (5) years from the Closing, Sellers (i) shall maintain, and shall cause their Affiliates to maintain, at Sellers’ sole cost and expense, those Business Records not delivered to Buyer at the Closing and (b) shall not (and shall cause each of its Affiliates not to) destroy any such Business Records without first notifying Buyer in writing at least 30 days in advance of such destruction and giving Buyer the opportunity to take possession of such Business Records.

Retention of and Access to Records. (a) For Purchaser will provide Seller with access to the greater Books and Records included in the Assets, upon reasonable written notice from Seller, during ordinary business hours and in such a manner as does not interfere with the business operations of five years from the Closing Date and any period as may be required by any statute, regulation or Governmental Body Purchaser or any then pending litigationof its Affiliates, Buyer shall maintain in for purposes reasonably related to any actual or threatened Legal Proceedings relating to Seller’s operation of the same manner that it currently maintains its business records and files the business records and files of Sellers that are transferred Business or to Buyer in connection herewith, and in anticipation of, or preparation for, existing or future Proceeding or any Tax audit or proceedings in which Sellers Seller or Member is involved. Purchaser’s undertaking in this Section 8.9 shall survive for six years following the Closing or such longer period during which Purchaser maintain such Books and Records in the course of its business, provided that Purchaser may at its option offer to deliver to Seller at any time any such Books and Records and if Seller shall decline to take possession of such Books and Records, Purchaser shall thereafter be free to dispose of the same. Purchaser may require that any Person who will obtain access to Books and Records pursuant to this Section 8.9 execute a confidentiality undertaking reasonably satisfactory to Purchaser. (b) To the extent permitted by applicable Law, Seller will provide Purchaser with access to the Books and Records included in the Excluded Assets, upon reasonable written notice from Purchaser, during ordinary business hours and in such a manner as does not interfere with the business operations of Seller or any of its Affiliates, for purposes reasonably related to any actual or threatened Legal Proceedings relating to Purchaser’s operation of the Business or to any Tax audit or proceedings in which any Purchaser or any of its Affiliates is involved involved. Seller’s undertaking in this Section 8.9 shall survive for six years following the Closing or such longer period during which Seller maintain such Books and which is related Records in the course of its business, provided that Seller may at its option offer to the Business or the Assets, permit Sellers and their Representatives reasonable access deliver to such records and files during regular business hours and upon reasonable notice at Buyer’s principal places of business or Purchaser at any location where the records are stored; provided, however, that (i) any access shall be had or done in a manner so as not to interfere with the normal conduct of the Business and (ii) Buyer shall not be required to provide access to any confidential record or records, the disclosure of which would violate any governmental statute or regulation or applicable confidentiality agreement with any Person. Buyer shall notify Parent in writing at least ten days prior to any destruction of such transferred records and files prior to the end of the period referenced in the preceding sentence, and at Parent’s option, deliver such records and files to Parent. (b) Upon reasonable request therefor by Buyer, Sellers shall deliver to Buyer copies of any original Business Records not delivered to Buyer at the Closing as promptly as reasonably possible at Sellers’ sole cost and expense. Further, for a period of five (5) years from the Closing, Sellers (i) shall maintain, and shall cause their Affiliates to maintain, at Sellers’ sole cost and expense, those Business Records not delivered to Buyer at the Closing and (b) shall not (and shall cause each of its Affiliates not to) destroy time any such Business Books and Records without first notifying Buyer in writing at least 30 days in advance of such destruction and giving Buyer the opportunity if Purchaser shall decline to take possession of such Business Books and Records, Seller shall thereafter be free to dispose of the same. Seller may require that any Person who will obtain access to Books and Records pursuant to this Section 8.9 execute a confidentiality undertaking reasonably satisfactory to Seller.