Common use of Retention of Books and Records Clause in Contracts

Retention of Books and Records. Purchaser shall cause ------------------------------ the Company and its Subsidiary to retain, until all applicable Tax statutes of limitations (including periods of waiver and extension) have expired, all books, records and other documents pertaining to the Company and its Subsidiary in existence on the Closing Date that are required to be retained under current retention policies and to make the same available after the Closing Date for inspection and copying by Seller or its agents at Seller's expense, during regular business hours and upon reasonable request and upon reasonable advance notice. After the expiration of such period, no such books and records shall be destroyed by Purchaser without first advising the treasurer of Seller in writing detailing the contents thereof and giving Seller at least 120 days to obtain possession thereof. Seller agrees that such records will be kept strictly confidential and used only for Tax purposes. Seller shall retain, until all applicable Tax statutes of limitations (including periods of waiver and extension) have expired, all books, records and other documents pertaining to the Company and its Subsidiary in existence on the Closing Date (other than any books, records and other documents, copies of which have been provided to Purchaser, the Company or the Subsidiary) that are required to be retained under current retention policies and to make the same available after the Closing Date for inspection and copying by the Purchaser or its agents at Purchaser's expense, during regular business hours and upon reasonable request and upon reasonable advance notice. After the expiration of such period, no such books and records shall be destroyed by Seller without first advising Purchaser in writing detailing the contents thereof and giving Purchaser at least 120 days to obtain possession thereof. Purchaser agrees that such records will be kept strictly confidential and used only for Tax purposes.

Retention of Books and Records. Purchaser shall cause ------------------------------ (a) The Seller may retain a copy of any or all of the Company books and its Subsidiary to retain, until all applicable Tax statutes of limitations (including periods of waiver and extension) have expired, all books, records and other documents pertaining relating to the Company and its Subsidiary in existence on business or operations of the Closing Date Companies prior to the Closing; provided, however, that are required to be retained under current retention policies and to make such copy of the same available after the Closing Date for inspection and copying by Seller or its agents at Seller's expense, during regular business hours and upon reasonable request and upon reasonable advance notice. After the expiration of such period, no such Companies’ books and records shall be destroyed held by Purchaser without first advising the treasurer of Seller in writing detailing accordance with and subject to the contents thereof terms of the Confidentiality Agreement (without giving effect to the termination or expiration provisions thereof), and giving shall be used by the Seller at least 120 days solely for the purposes described under Section 6.1(b)(iii). In order to obtain possession thereof. facilitate the resolution of any claims made against or incurred by the Seller agrees that such prior to the Closing, or for any other reasonable purpose, for a period of seven years after the Closing, the Buyer shall retain the books and records will be kept strictly confidential and used only for Tax purposes. Seller shall retain, until all applicable Tax statutes of limitations (including personnel files) of the Companies relating to periods of waiver and extension) have expired, all books, records and other documents pertaining prior to the Company and its Subsidiary Closing in existence on a manner reasonably consistent with the Closing Date (other than any booksprior practices of the Companies, records and other documents, copies of which have been provided to Purchaser, the Company or the Subsidiary) that are required to be retained under current retention policies and to make the same available after the Closing Date for inspection and copying by the Purchaser or its agents at Purchaser's expense, during regular business hours and upon reasonable request notice, afford the Representatives of the Seller reasonable access (including the right to make, at the Seller’s expense, photocopies), during normal business hours, to such books and records. (b) In order to facilitate the resolution of any claims made by or against or incurred by the Buyer or the Companies after the Closing, or for any other reasonable purpose, for a period of seven years following the Closing, the Seller shall retain the books and records (including personnel files) of the Seller which relate to the Companies and the operations of the Acquired Business for periods prior to the Closing, and upon reasonable advance notice. After , afford the expiration Representatives of such periodthe Buyer or the Companies reasonable access (including the right to make, no at the Buyer’s expense, photocopies), during normal business hours, to such books and records records. (c) Neither the Buyer nor the Seller shall be destroyed by Seller without first advising Purchaser in writing detailing obligated to provide the contents thereof and giving Purchaser at least 120 days other Party with access to obtain possession thereof. Purchaser agrees that any books or records (including personnel files) pursuant to this Section 6.8 where such records will be kept strictly confidential and used only for Tax purposesaccess would violate any Law.

Retention of Books and Records. Purchaser shall cause ------------------------------ the Company and its Subsidiary Group to retain, until all applicable Tax statutes of limitations (including periods of waiver and extension) have expired, retain all books, ledgers, files, reports, plans, operating records and any other material documents pertaining to the Company and its Subsidiary Group in existence on at the Closing Date that are required to be retained under current retention policies for a period of six (6) years from the Closing Date, and to make the same available after the Closing Date for inspection and copying by Seller the Sellers’ Representative or its agents representatives at Seller's the Sellers’ Representative’s expense, during regular business hours and upon reasonable request and upon reasonable advance notice, in each case solely to the extent (x) reasonably required by any of the Sellers in connection with any Tax audit or other action by a Governmental Authority or for purposes of complying with any Tax, financial reporting or accounting matters, in each case, with respect to such Seller's ownership of the Shares prior to the Closing or (y) necessary to comply with applicable law. After Notwithstanding anything herein to the expiration of such periodcontrary, no such books and records access, disclosure or copying shall be destroyed by Purchaser without first advising the treasurer of Seller in writing detailing the contents thereof and giving Seller at least 120 days permitted (i) for a purpose related to obtain possession thereof. Seller agrees that such records will be kept strictly confidential and used only for Tax purposes. Seller shall retain, until all applicable Tax statutes of limitations (including periods of waiver and extension) have expired, all books, records and other documents pertaining to the Company and its Subsidiary in existence on the Closing Date (other than any books, records and other documents, copies of which have been provided to a dispute or potential dispute with Purchaser, the Company Group or any of their respective Affiliates (provided, that in the Subsidiarycase of any such dispute, the rules of discovery otherwise applicable to such dispute shall govern), (ii) that are required results in the loss of any attorney-client privilege of the Company Group or (iii) that violates any applicable law or confidentiality undertaking; provided, that Purchaser shall give notice to be retained the Sellers’ Representative of the fact that it is withholding such information or documents (and the basis for such withholding) and, in the case of withholding under current retention policies the foregoing clauses (i) or (ii), Purchaser shall and shall cause the Company Group to make use commercially reasonable efforts (at the same available after the Closing Date for inspection Sellers’ sole cost and copying by expense and in a manner that does not result in any liability to the Purchaser or its agents at Purchaser's expense, during regular business hours and upon reasonable request and upon reasonable advance notice. After the expiration of such period, no such books and records shall be destroyed by Seller without first advising Purchaser in writing detailing the contents thereof and giving Purchaser at least 120 days Company Group) to obtain possession thereofany necessary consents or waivers to permit it to communicate the applicable information in a way that would not violate the applicable law or result in the loss of an attorney-client privilege. Notwithstanding anything in this Section 6.13 to the contrary, nothing in this Section 6.13 shall require Purchaser agrees or the Company Group or their respective Affiliates to disclose or provide any other party with access to any personnel records relating to individual performance or evaluations, medical histories or other information that such records will be kept strictly confidential and used only for Tax purposesin the disclosing party’s good faith opinion (after consultation with counsel) the disclosure of which could subject the disclosing party or its Affiliates to risk of liability.

Retention of Books and Records. Purchaser shall (a) Buyer will use and will cause ------------------------------ Company and the successors of either of them to use commercially reasonable efforts to retain and maintain, and Seller will use and cause its successors to use commercially reasonable efforts to retain and maintain, in an organized and retrievable manner, all documents and records of the Company and its Subsidiary to retain, until all applicable Tax statutes of limitations (including periods of waiver and extension) have expired, all books, records and other documents pertaining to the Company and its Subsidiary in existence on periods before the Closing Date in accordance with applicable legal requirements and standards of commercial reasonableness. Buyer and Seller will retain and maintain all machine-sensible records, such as computer tapes, disks, diskettes, etc., which are considered books and records within the meaning of Internal Revenue Code Section 6001, in accordance with Internal Revenue procedures. Buyer and Seller will make available such documents and records, machine sensible records, computer time, and assistance from the other Party’s personnel (including, with respect to Buyer, Company’s personnel) as may be reasonably requested by the requesting Party in order to expeditiously respond to or comply with all pertinent requests or inquiries from the IRS and state taxing authorities or any other Governmental Entity that are required relate to be retained under current retention policies and periods prior to make the same available Closing Date. (b) For a period of five (5) years after the Closing Date or such greater period legally required for inspection the retention of records, upon reasonable notice, each of Buyer and copying by Seller will give, or its agents cause to be given, to the others’ officers, directors, employees, consultants, representatives and other agent, including, but not limited to, investment bankers, attorneys and accountants (collectively, “Representatives”) access to and permission to copy, at Seller's the requesting Party’s expense, during regular normal business hours and upon reasonable request and upon reasonable advance notice. After hours, records in the expiration custody of such periodParty (or in the case of Buyer, no such books and records shall be destroyed by Purchaser without first advising in the treasurer custody of Seller in writing detailing the contents thereof and giving Seller at least 120 days Company) relating to obtain possession thereof. Seller agrees that such records will be kept strictly confidential and used only for Tax purposes. Seller shall retain, until all applicable Tax statutes of limitations (including periods of waiver and extension) have expired, all books, records and other documents pertaining prior to the Company and its Subsidiary in existence on the Closing Date (other than any books, records and other documents, copies of which have been provided relating to Purchaser, the Company or the SubsidiaryBusiness and access to its employees with knowledge of such matters, to the extent reasonably requested by the other Party in connection with financial reporting matters, audits, legal proceedings, employee benefit claims, governmental investigations and other reasonable business purposes related to the fact of Seller’s prior ownership of the Company or the Business, including without limitation access by Buyer Representatives to all records and Seller employees with knowledge relating to the preparation of the Closing Balance Sheet; provided, however, that, unless required or compelled by Laws or a court or governmental Order or as needed to settle disputes between the parties nothing herein will obligate any Party to take actions that would unreasonably disrupt the normal course of its business, violate the terms of any contract to which it is a party or to which it or any of its assets is subject, or grant access to any of its proprietary, confidential or classified information to the extent not related to the Company or the Business. (c) that are required In the event and for so long as any Party actively is pursuing an affirmative recovery or contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand in connection with (i) the Transactions or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to be retained under current retention policies and act or transaction on or prior to make the same available after the Closing Date for inspection involving the Business or the Company, the other Parties will cooperate with such Party and copying by its counsel in the Purchaser pursuit, contest or its agents at Purchaser's expense, during regular business hours and upon reasonable request and upon reasonable advance notice. After the expiration of such period, no such books and records shall defense as may be destroyed by Seller without first advising Purchaser in writing detailing the contents thereof and giving Purchaser at least 120 days to obtain possession thereof. Purchaser agrees that such records will be kept strictly confidential and used only for Tax purposesreasonably requested.

Retention of Books and Records. Purchaser (a) Following the Closing, Buyer shall cause ------------------------------ the Company and its Subsidiary to retain, until all applicable Tax statutes of limitations (including periods of waiver and extensionwaiver) have expired, all books, records and other documents pertaining to the Company and its Subsidiary in existence on Business that related to the period prior to the Closing Date that are required to be retained under current retention policies in effect as of the date of this Agreement and to make the same available after the Closing Date for inspection (at an office of the Buyer) and copying by Seller or its agents at Seller's ’s expense, during regular business hours and upon reasonable request and upon reasonable advance notice. After the expiration of such period, no such books and records shall be destroyed by Purchaser without first advising the treasurer of Seller in writing detailing the contents thereof and giving Seller at least 120 days to obtain possession thereof. Seller agrees that such records will be kept strictly confidential and used only for Tax purposes. compliance with laws and governmental regulations. (b) Following the Closing, Seller shall, and shall cause its Affiliates to, retain, until all applicable Tax statutes of limitations (including periods of waiver and extensionwaiver) have expired, all books, records and other documents pertaining to the Company and its Subsidiary in existence on Business that relate to the period prior to the Closing Date (other than any books, records and other documents, copies of which have been provided to Purchaser, the Company or the Subsidiary) that are required to be retained under current retention policies in effect as of the date of this Agreement and to make the same available after the Closing Date for inspection (at an office of the Seller or any of its Affiliates) and copying by the Purchaser Buyer or its agents at Purchaser's Buyer’s expense, during regular business hours and upon reasonable request and upon reasonable advance notice. After This Subsection 5.4(b) shall not limit the expiration obligation of such periodSeller to include in the Assets at Closing all books, no such books records and records confidential and proprietary information, relating specifically and solely to the Business that are in the possession of Seller or any of its Affiliates; provided, however, that neither Seller nor any of its Affiliates shall be destroyed obligated to include in the Assets at Closing any books, records or other information relating to the consolidated Tax Returns filed by Seller without first advising Purchaser in writing detailing the contents thereof and giving Purchaser at least 120 days to obtain possession thereof. Purchaser agrees that such records will be kept strictly confidential and used only for Tax purposesor any of its Affiliates.

Retention of Books and Records. Purchaser Buyer shall cause ------------------------------ the Company and its Subsidiary to retain, until all applicable Tax statutes of limitations (including periods of waiver and extension) have expired, retain all books, ledgers, files, reports, plans, operating records and any other documents pertaining to the Company and its Subsidiary in existence on at the Closing Date that are required to be retained under current retention policies for a period of seven (7) years from the Closing Date, and to make the same available after the Closing Date for inspection and copying copying, at Seller’s expense, by Seller or its agents at Seller's expenseRepresentatives. Such inspection and copying shall only be permitted, during regular normal business hours and upon reasonable request and upon reasonable advance written notice. After Notwithstanding the expiration foregoing, the Company will not be required to afford such access if it would unreasonably disrupt the operations of such periodthe Company, no such books and records shall be destroyed by Purchaser without first advising would cause a violation of any agreement to which the treasurer Company is a party, would cause a significant risk, in the reasonable judgment of Seller in writing detailing the contents thereof and giving Seller at least 120 days Company, of a loss of privilege to obtain possession thereof. Seller agrees that such records will be kept strictly confidential and used only for Tax purposesthe Company or would constitute a violation of any applicable Law. Seller shall retain, until all applicable Tax statutes of limitations (including periods of waiver and extension) have expired, retain all books, ledgers, files, reports, plans, operating records and any other documents pertaining to the Company and its Subsidiary in existence on at the Closing Date (other than any books, records and other documents, copies of which have been provided to Purchaser, the Company or the Subsidiary) that are required to be retained under current retention policies for a period of seven (7) years from the Closing Date, and to make the same available after the Closing Date for inspection and copying copying, at Buyer’s expense, by the Purchaser Buyer or its agents at Purchaser's expenseRepresentatives. Such inspection and copying shall only be permitted, during regular normal business hours and upon reasonable request and upon reasonable advance written notice. After Notwithstanding the expiration foregoing, Seller will not be required to afford such access if it would unreasonably disrupt the operations of such periodthe Seller, no such books and records shall be destroyed by would cause a violation of any agreement to which the Seller without first advising Purchaser is a party, would cause a significant risk, in writing detailing the contents thereof and giving Purchaser at least 120 days reasonable judgment of the Seller, of a loss of privilege to obtain possession thereof. Purchaser agrees that such records will be kept strictly confidential and used only for Tax purposesthe Seller or would constitute a violation of any applicable Law.

Retention of Books and Records. Purchaser Each Debtor shall cause ------------------------------ all of the Company books and its Subsidiary to retain, until all applicable Tax statutes of limitations (including periods of waiver and extensionrecords described in Section 7.13(a) have expired, all books, records and other documents pertaining to the Company and its Subsidiary in existence on the Closing Date that are required to be maintained and retained under current retention policies and to until the Retention Date. Each Debtor shall make the same available after the Closing Date for inspection and copying by Seller or its agents at Seller's expense, during regular business hours and upon reasonable request and upon reasonable advance notice. After the expiration of such period, no all such books and records shall be destroyed by Purchaser without first advising the treasurer of Seller in writing detailing the contents thereof and giving Seller at least 120 days to obtain possession thereof. Seller agrees that such records will be kept strictly confidential and used only for Tax purposes. Seller shall retain, until all applicable Tax statutes of limitations available (including periods of waiver and extension) have expired, all books, records and other documents pertaining to the Company and its Subsidiary in existence on the Closing Date (other than any books, records and other documents, make copies of which have been provided to Purchaser, and extracts from the Company or the Subsidiarysame) that are required to be retained under current retention policies and to make the same available after the Closing Date for inspection and copying by the Purchaser any Agent or its representatives (including any Governmental Authority) and agents (including any independent contractors) at Purchaser's expense, during regular business hours and upon reasonable request and upon reasonable advance notice. After the expiration offices of such period, no Debtor (or such other location or locations at which such books and records may be maintained pursuant to Section 7.13(a)) at reasonable times during normal business hours on any Business Day, in each instance upon not less than five (5) Business Days’ prior notice to such Debtor (unless an Event of Default shall have occurred and be continuing, in which case no prior notice is required). Upon request by any Agent, such Debtor, at the sole cost and expense of the requesting Agent (unless an Event of Default shall have occurred and be continuing, in which case at such Debtor’s sole cost and expense), promptly shall send copies (the number of copies of which shall be destroyed by Seller without first advising Purchaser reasonable) of such books and records to the requesting Agent. The Debtors shall use commercially reasonable efforts to provide the Agents with reasonable advance notice of any Grantor’s intention to destroy or dispose of any documents or files relating to the Collateral and, upon the request of an Agent, shall allow such Person, at its own expense (unless an Event of Default shall have occurred and be continuing, in writing detailing which case at such Debtor’s sole cost and expense), to recover the contents thereof and giving Purchaser at least 120 days same from such Grantor. No books or records required to obtain possession thereof. Purchaser agrees that such records will be kept strictly confidential and used only for Tax purposesmaintained pursuant to Section 7.13(a) may be destroyed or disposed of at any time on or prior to the Retention Date without the prior written consent of the Collateral Agent.

Retention of Books and Records. Purchaser Buyer shall cause ------------------------------ the Company and its Subsidiary Subsidiaries to retain, until all applicable Tax statutes of limitations (including periods of waiver and extension) have expired, retain all books, ledgers, files, reports, plans, records and any other documents pertaining to the Company and its Subsidiary Subsidiaries in existence on at the Closing Date for a period of seven (7) years from the Closing Date, and upon reasonable prior request and subject to the Access Limitations (except that are required prior to withholding any such information, Buyer shall notify the Holder Representative in writing of the nature of the information being withheld and thereafter Buyer shall use commercially reasonable efforts to take any actions as may be retained reasonably requested by the Holder Representative to implement alternate arrangements (including entering into confidentiality agreements or joint defense agreements, seeking the consent of third parties, redacting parts of documents or sharing “clean summaries of information”) in order to allow the Holder Representative access to such information to the fullest extent reasonably practicable under current retention policies and the circumstances) to make the same available after the Closing Date for inspection and copying by Seller the Holder Representative or its agents representatives at Seller's the Holder Representative’s expense, during regular business hours and upon reasonable request and upon reasonable advance notice; provided that (x) such requests shall not unreasonably interfere with the normal operations of Buyer or its Affiliates, (y) the auditors and accountants of Buyer or its Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary agreement relating to such access to work papers in form and substance reasonable acceptable to such auditors or accountants and (z) if the parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records contemplated by this Section ‎7.2 shall instead be subject to applicable rules relating to discovery. After the expiration of such seven (7)-year period, no before Buyer, the Surviving Corporation or any of its Subsidiaries may dispose of any such books and records records, Buyer shall give at least thirty (30) days’ prior written notice of such intention to dispose to the Holder Representative, and the Holder Representative shall be destroyed by Purchaser without first advising the treasurer of Seller in writing detailing the contents thereof given an opportunity, at its cost and giving Seller at least 120 days to obtain possession thereof. Seller agrees that such records will be kept strictly confidential and used only for Tax purposes. Seller shall retain, until all applicable Tax statutes of limitations (including periods of waiver and extension) have expired, all books, records and other documents pertaining to the Company and its Subsidiary in existence on the Closing Date (other than any books, records and other documents, copies of which have been provided to Purchaser, the Company or the Subsidiary) that are required to be retained under current retention policies and to make the same available after the Closing Date for inspection and copying by the Purchaser or its agents at Purchaser's expense, during regular business hours to remove and upon reasonable request and upon reasonable advance notice. After the expiration retain all or any part of such period, no such books and records shall be destroyed by Seller without first advising Purchaser in writing detailing records, subject to the contents thereof and giving Purchaser at least 120 days to obtain possession thereof. Purchaser agrees that such records will be kept strictly confidential and used only for Tax purposeslimitations on access contained herein, as it may elect.

Retention of Books and Records. Purchaser Subject to Article VI, following the Closing and for a period consistent with such Party’s record retention policy (the “Retention Period”), each of Buyer and Seller shall, and each shall cause ------------------------------ the Company and its Subsidiary Subsidiaries to, use commercially reasonable efforts to retain, until all applicable Tax statutes of limitations (including periods of waiver and extension) have expired, retain all books, ledgers, files, reports, plans, operating records and any other material documents pertaining to the Company and its Subsidiary Subsidiaries, in existence on each case, relating to periods prior to the Closing Date that are in Buyer’s or its Subsidiaries’ or in Seller’s or any of its Subsidiaries’, as applicable, possession at the Closing (and, in the case of Seller and its Subsidiaries, that have not otherwise have been delivered to Buyer at the Closing) and that are required to be retained under current retention policies policies, and to make the same available after the Closing Date for inspection and copying by Seller or its agents at Seller's expense, during regular business hours and upon reasonable request and upon reasonable advance notice. After the expiration of such period, no such books and records shall be destroyed by Purchaser without first advising the treasurer of Seller in writing detailing the contents thereof and giving Seller at least 120 days to obtain possession thereof. Seller agrees that such records will be kept strictly confidential and used only for Tax purposes. Seller shall retain, until all applicable Tax statutes of limitations (including periods of waiver and extension) have expired, all books, records and other documents pertaining to the Company and its Subsidiary in existence on the Closing Date (other than any books, records and other documents, copies of which have been provided to Purchaser, the Company or the Subsidiary) that are required to be retained under current retention policies and to make the same available after the Closing Date for inspection and copying by the Purchaser other Party or its agents at Purchaser's expenseRepresentatives for any legitimate business purpose (including for financial reporting or tax purposes). Unless consented to in writing by Buyer (in the case of a disposition by Seller or its Subsidiaries) or by Seller (in the case of a disposition by Buyer, during regular business hours and upon reasonable request and upon reasonable advance notice. After the Company or any of its Subsidiaries), following the expiration of the Retention Period, before Buyer, the Company or any of its Subsidiaries, or Seller or any of its Subsidiaries (as applicable) shall dispose of any such periodbooks, no ledgers, files, reports, plans, operating records or other material documents, Buyer or Seller (as applicable) shall give at least ninety (90) days’ prior written notice of such intention to dispose to Seller or Buyer (as applicable), and Seller or Buyer (as applicable) or any of their respective Affiliates shall be given an opportunity, at their cost and expense, to remove and retain all or any part of such books and records as it may elect. All access provided pursuant to this Section 5.10 shall be destroyed (i) conducted during normal business hours upon reasonable advance notice to Seller or the relevant Subsidiary of Seller providing access, or to the Company or the relevant Subsidiary of the Company providing access, (ii) conducted in such a manner as not to interfere unreasonably with the normal operations of the businesses of the Company or the relevant Subsidiary of the Company providing access and its Affiliates or Seller or the relevant Subsidiary of Seller providing access and its Affiliates (as applicable) and (iii) conducted at the requesting Party’s sole cost and expense (including any costs and expenses for making copies of books and records), and the Company or the relevant Subsidiary of the Company providing access and Seller or the relevant Subsidiary of Seller providing access (as applicable) shall have the right to have one or more of its Representatives present at all times during any visits, examinations, discussions or contacts contemplated by Seller without first advising Purchaser in writing detailing the contents thereof and giving Purchaser at least 120 days to obtain possession thereof. Purchaser agrees that such records will be kept strictly confidential and used only for Tax purposesthis Section 5.10.

Retention of Books and Records. The Purchaser shall, and shall cause ------------------------------ the Company Companies to, (a) hold all of the books and records of the Companies existing on the Closing Date and not destroy or dispose of any thereof for a period of six years from the Closing Date or such longer time as may be required by law, and thereafter, if it desires to destroy or dispose of such books and records, offer first in writing at least 60 days prior to such destruction or disposition to surrender them to the Seller; provided, that if the Seller does not respond in writing within 60 days of the Purchaser's notice, it shall be deemed to have consented to such destruction or disposition, and (b) from and after the Closing, afford the Seller, its Subsidiary accountants and counsel, during normal business hours, upon reasonable request, at any time, reasonable access to retain, until all applicable Tax statutes of limitations (including periods of waiver and extension) have expired, all such books, records and other documents pertaining data and to the Company employees of the Purchaser and any of its Subsidiary Subsidiaries operating the business of the Companies, to the extent that such access may be required for any legitimate purpose (which, for any Person other than Mattel, Inc. ("Mattel"), shall be limited to audits of the Seller's books and records or other financial reporting matters, any matter relating to the Seller's or its Affiliates' Taxes, any disputes between the Seller or its Affiliates, and a third party (other than the Purchaser, the Companies or their Affiliates, which shall be governed by Section 7), Seller's or its Affiliates' compliance with laws or regulations governing their business, or the fulfillment of obligations to former employees of the Companies), at no cost to the Seller (other than for the Purchaser's reasonable out-of-pocket expenses). The Seller may, at its option, at any time extend its rights under this Section 2.3 to Mattel or Mattel's Subsidiaries with respect to the records of the Companies for periods prior to October 19, 2000, in existence on order to comply with the Seller's obligations under that certain Sale and Purchase Agreement dated as of September 28, 2000, as amended (the "Mattel Agreement"), and in connection with such assignment the Seller shall use its commercially reasonable efforts to obtain Mattel's agreement to hold the Companies' confidential information and trade secrets in confidence. In addition, the Seller may, at its option, at any time extend its rights under this Section 2.3 to Mattel or Mattel's Subsidiaries with respect to the records of the Companies solely in order for Mattel or its Subsidiaries to conduct an audit pursuant to Section 7.2 of the Mattel Agreement, subject to the Purchaser's right to require Mattel and/or its Subsidiaries, as the case may be, to enter into a customary confidentiality agreement reasonably satisfactory to the Purchaser. Notwithstanding anything in the foregoing to the contrary, the parties hereby agree that Seller or Mattel shall have no right to access or review any source code, development plans or other similar confidential Product information or data. In furtherance of the foregoing, in the event and for so long as any party to this Agreement actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand in connection with any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act or transaction prior to the Closing Date that are required involving the Companies or the Business Assets, the other party will use commercially reasonable efforts to be retained under current retention policies cooperate with it and its counsel in the contest or defense, make reasonably available their personnel, and provide such testimony and such reasonable access to make the same available after the Closing Date for inspection and copying by Seller or its agents at Seller's expense, during regular business hours and upon reasonable request and upon reasonable advance notice. After the expiration of such period, no such their books and records as shall be destroyed by Purchaser reasonably necessary in connection with the contest or defense, without first advising the treasurer of Seller in writing detailing the contents thereof and giving Seller at least 120 days to obtain possession thereof. Seller agrees that such records will be kept strictly confidential and used only for Tax purposes. Seller shall retain, until all applicable Tax statutes of limitations (including periods of waiver and extension) have expired, all books, records and other documents pertaining charge to the Company contesting or defending party, and its Subsidiary without derogation of either party's indemnification obligations in existence on the Closing Date (other than any books, records and other documents, copies of which have been provided to Purchaser, the Company or the Subsidiary) that are required to be retained under current retention policies and to make the same available after the Closing Date for inspection and copying by the Purchaser or its agents at Purchaser's expense, during regular business hours and upon reasonable request and upon reasonable advance notice. After the expiration of such period, no such books and records shall be destroyed by Seller without first advising Purchaser in writing detailing the contents thereof and giving Purchaser at least 120 days to obtain possession thereof. Purchaser agrees that such records will be kept strictly confidential and used only for Tax purposesSection 7.