Common use of Retention of Books and Records Clause in Contracts

Retention of Books and Records. Buyer shall cause the Company to retain all books, ledgers, files, reports, plans, operating records and any other documents pertaining to the Company in existence at the Closing 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 for inspection and copying, at Seller’s expense, by Seller or its Representatives. Such inspection and copying shall only be permitted, during normal business hours and upon reasonable request and upon reasonable advance written notice. Notwithstanding the foregoing, the Company will not be required to afford such access if it would unreasonably disrupt the operations of the Company, would cause a violation of any agreement to which the Company is a party, would cause a significant risk, in the reasonable judgment of the Company, of a loss of privilege to the Company or would constitute a violation of any applicable Law. Seller shall retain all books, ledgers, files, reports, plans, operating records and any other documents pertaining to the Company in existence at the Closing 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 for inspection and copying, at Buyer’s expense, by Buyer or its Representatives. Such inspection and copying shall only be permitted, during normal business hours and upon reasonable request and upon reasonable advance written notice. Notwithstanding the foregoing, Seller will not be required to afford such access if it would unreasonably disrupt the operations of the Seller, would cause a violation of any agreement to which the Seller is a party, would cause a significant risk, in the reasonable judgment of the Seller, of a loss of privilege to the Seller or would constitute a violation of any applicable Law.

Retention of Books and Records. 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 its Subsidiaries to, use commercially reasonable efforts to retain all books, ledgers, files, reports, plans, operating records and any other material documents pertaining to the Company and its Subsidiaries, in existence each case, relating to periods prior to the Closing 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 for a period of seven (7) years from the Closing Datepolicies, and to make the same available after the Closing for inspection and copying, at Seller’s expense, copying by the other Party or its Representatives 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 Representatives. Such inspection and copying shall only be permitted, during normal business hours and upon reasonable request and upon reasonable advance written notice. Notwithstanding Subsidiaries) or by Seller (in the foregoingcase of a disposition by Buyer, the Company will not be required to afford such access if it would unreasonably disrupt or any of its Subsidiaries), following the operations expiration of the CompanyRetention Period, would cause a violation of any agreement to which the Company is a partybefore Buyer, would cause a significant risk, in the reasonable judgment of the Company, of a loss of privilege to the Company or would constitute a violation any of its Subsidiaries, or Seller or any of its Subsidiaries (as applicable) shall dispose of any applicable Law. Seller shall retain all such books, ledgers, files, reports, plans, operating records and any or other documents pertaining material documents, Buyer or Seller (as applicable) shall give at least ninety (90) days’ prior written notice of such intention to the Company in existence at the Closing that are required dispose to be retained under current retention policies for a period of seven Seller or Buyer (7) years from the Closing Dateas applicable), and to make the same available after the Closing for inspection and copyingSeller or Buyer (as applicable) or any of their respective Affiliates shall be given an opportunity, at Buyer’s their cost and expense, by Buyer to remove and retain all or its Representativesany part of such books and records as it may elect. Such inspection and copying All access provided pursuant to this Section 5.10 shall only be permitted, (i) conducted during normal business hours and upon reasonable request and upon reasonable advance written notice. Notwithstanding notice to Seller or the foregoingrelevant Subsidiary of Seller providing access, Seller will or to the Company or the relevant Subsidiary of the Company providing access, (ii) conducted in such a manner as not be required to afford such access if it would interfere unreasonably disrupt with the normal operations of the Seller, would cause a violation of any agreement to which the Seller is a party, would cause a significant risk, in the reasonable judgment businesses of the Seller, Company or the relevant Subsidiary of a loss of privilege to the Company providing access and its Affiliates or Seller or would constitute a violation 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 applicable Lawcosts 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 this Section 5.10.

Retention of Books and Records. Buyer shall cause the Company and its Subsidiaries to retain all books, ledgers, files, reports, plans, operating records and any other documents pertaining to the Company and its Subsidiaries in existence at the Closing that are required to be retained under current retention policies for a period of seven (7) years from the Closing Date, and upon reasonable prior request and subject to the Access Limitations (except that 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 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 the circumstances) to make the same available after the Closing for inspection and copying, copying by the Holder Representative or its representatives at Sellerthe Holder Representative’s expense, by Seller or its Representatives. Such inspection and copying shall only be permitted, during normal regular business hours and upon reasonable request and upon reasonable advance written notice. Notwithstanding ; provided that (x) such requests shall not unreasonably interfere with the foregoing, the Company will not be required to afford such access if it would unreasonably disrupt the normal operations of the Company, would cause a violation of any agreement to which the Company is a party, would cause a significant risk, in the reasonable judgment of the Company, of a loss of privilege to the Company or would constitute a violation of any applicable Law. Seller shall retain all books, ledgers, files, reports, plans, operating records and any other documents pertaining to the Company in existence at the Closing 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 for inspection and copying, at Buyer’s expense, by Buyer or its Representatives. Such inspection Affiliates, (y) the auditors and copying accountants of Buyer or its Affiliates shall only be permitted, during normal business hours and upon reasonable request and upon reasonable advance written notice. Notwithstanding the foregoing, Seller will not be required obligated to afford 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 it would unreasonably disrupt the operations 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 such seven (7)-year period, before Buyer, the Seller, would cause a violation Surviving Corporation or any of its Subsidiaries may dispose of any agreement such books and records, Buyer shall give at least thirty (30) days’ prior written notice of such intention to which the Seller is a party, would cause a significant risk, in the reasonable judgment of the Seller, of a loss of privilege dispose to the Seller Holder Representative, and the Holder Representative shall be given an opportunity, at its cost and expense, to remove and retain all or would constitute a violation any part of any applicable Lawsuch books and records, subject to the limitations on access contained herein, as it may elect.

Retention of Books and Records. Buyer (a) Subject to the confidentiality obligations contained in the OGC LLC Agreement and the OCC LLC Agreement as of the Closing Date, Seller and its Affiliates shall cause have the right to retain, at their sole cost and expense, copies of (i) all books and records and all Tax Returns and other information and documents (A) relating to Tax matters of the Acquired Company Group, in each case, relating to retain periods ending on or prior to the Closing Date (B) as required by any legal or regulatory authority, including any applicable Law or regulatory request and (C)(i) as may be necessary for Seller and its Affiliates to perform their respective obligations pursuant to this Agreement and the other Transaction Documents, in each case subject to compliance in all material respects with applicable Laws, (ii) all data room materials, and (iii) all books and records prepared in connection with the transactions contemplated herein, including any books and records that may be relevant in connection with the defense of disputes arising under this Agreement or financial information and all other accounting books and records prepared or used in connection with the preparation of financial statements of any of the Acquired Company Group. To the extent not already in the possession of the Acquired Company Group as of the Closing, within thirty (30) days after the Closing, Seller shall deliver to Buyer, at Buyer’s cost, all books, ledgersrecords, filesContracts, reportsagreements, plansleases, operating permits and any other documentation that is necessary for the operation of the Acquired Company Group that are in the possession of Seller or any Affiliate of Seller. (b) From and after the Closing, Buyer will use its commercially reasonable efforts to make the books, records and any other documents pertaining to the Acquired Company in existence at Group’s operations during the pre-Closing that are required to be retained under current retention policies time period available for a period of seven (7) years from the Closing Date, examination and to make the same available after the Closing for inspection and copyingcopying by Seller or its Representatives, at Seller’s expense, as may be reasonably necessary in connection with any pre-Closing insurance matters, filings with any Governmental Authority, the preparation and filing of any Tax Returns or as otherwise required to the extent reasonably necessary to implement the provisions of this Agreement, and/or as required or requested by Seller or its Representatives. Such inspection and copying shall only be permittedAffiliates in connection with the Excluded Liability, during normal business hours and including the defense thereof, in each case upon reasonable request and upon reasonable advance written noticenotice to Buyer to the extent not retained by Seller in accordance with Section 7.5(a); provided that such access will not unreasonably interfere with the business or operations of Buyer, the Acquired Company Group’s Business or their employees. Notwithstanding anything to the foregoingcontrary herein, the Company will not neither Buyer nor any of its Affiliates shall be required to afford such access if it disclose to Seller or any of its Representatives any information to the extent: (A) doing so would unreasonably disrupt the operations of the Company, would cause a violation of violate any agreement Contract or Law to which Buyer, the Acquired Company Group or any of their Affiliates are a party or is a party, subject or which they believe in good faith would cause a significant risk, reasonably be expected to result in the reasonable judgment of the Company, of a loss of the ability to successfully assert a claim of attorney-client privilege to or (B) if Buyer or any of its Affiliates, on the Company or would constitute a violation of any applicable Law. Seller shall retain all books, ledgers, files, reports, plans, operating records and any other documents pertaining to the Company in existence at the Closing that are required to be retained under current retention policies for a period of seven (7) years from the Closing Dateone hand, and to make the same available after the Closing for inspection and copying, at Buyer’s expense, by Buyer Seller or its RepresentativesAffiliate, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto. Such inspection and copying shall only be permitted, during normal business hours and upon reasonable request and upon reasonable advance written notice. Notwithstanding the foregoing, Seller will not be required to afford such access if it would unreasonably disrupt the operations of the Seller, would cause a violation of any agreement to which the Seller is a party, would cause a significant risk, in the reasonable judgment of the Seller, of a loss of privilege to the Seller or would constitute a violation of any applicable Law7.6.

Retention of Books and Records. Buyer Purchaser shall cause the Company Group to retain all books, ledgers, files, reports, plans, operating records and any other material documents pertaining to the Company Group in existence at the Closing that are required to be retained under current retention policies for a period of seven six (76) years from the Closing Date, and to make the same available after the Closing for inspection and copying, copying by the Sellers’ Representative or its representatives at Sellerthe Sellers’ Representative’s expense, by Seller or its Representatives. Such inspection and copying shall only be permitted, during normal regular business hours and upon reasonable request and upon reasonable advance written 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. Notwithstanding anything herein to the foregoingcontrary, no such access, disclosure or copying shall be permitted (i) for a purpose related to a dispute or potential dispute with Purchaser, the Company will not be required Group or any of their respective Affiliates (provided, that in the case of any such dispute, the rules of discovery otherwise applicable to afford such access if it would unreasonably disrupt dispute shall govern), (ii) that results in the operations loss of any attorney-client privilege of the CompanyCompany Group or (iii) that violates any applicable law or confidentiality undertaking; provided, would cause a violation that Purchaser shall give notice to the Sellers’ Representative of any agreement to which the Company fact that it is a party, would cause a significant riskwithholding such information or documents (and the basis for such withholding) and, in the case of withholding under the foregoing clauses (i) or (ii), Purchaser shall and shall cause the Company Group to use commercially reasonable judgment of efforts (at the Company, of Sellers’ sole cost and expense and in a manner that does not result in any liability to the Purchaser or the Company Group) to obtain any 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 privilege an attorney-client privilege. Notwithstanding anything in this Section 6.13 to the contrary, nothing in this Section 6.13 shall require Purchaser or the Company Group or would constitute a violation of any applicable Law. Seller shall retain all books, ledgers, files, reports, plans, operating records and their respective Affiliates to disclose or provide any other documents pertaining party with access to any personnel records relating to individual performance or evaluations, medical histories or other information that in the Company in existence at disclosing party’s good faith opinion (after consultation with counsel) the Closing that are required to be retained under current retention policies for a period disclosure of seven (7) years from which could subject the Closing Date, and to make the same available after the Closing for inspection and copying, at Buyer’s expense, by Buyer disclosing party or its Representatives. Such inspection and copying shall only be permitted, during normal business hours and upon reasonable request and upon reasonable advance written notice. Notwithstanding the foregoing, Seller will not be required Affiliates to afford such access if it would unreasonably disrupt the operations risk of the Seller, would cause a violation of any agreement to which the Seller is a party, would cause a significant risk, in the reasonable judgment of the Seller, of a loss of privilege to the Seller or would constitute a violation of any applicable Lawliability.