Common use of Tangible Purchased Assets; Assigned Books and Records Clause in Contracts

Tangible Purchased Assets; Assigned Books and Records. (a) Sellers shall, without charge to Buyer, hold all tangible Purchased Assets (other than tangible Purchased Assets that are held on behalf of any Seller by any Third Party) on behalf of Buyer until such time or times that Buyer or its designees takes possession thereof; provided, however, that Buyer or its designees shall take possession of all tangible Purchased Assets no later than the date that is [***] after the Closing. With respect to tangible Purchased Assets held by any Third Parties on behalf of any Sellers, Sellers shall assist Buyer in arranging to have such Third Parties continue to hold such tangible Purchased Assets on behalf of Buyer at Buyer’s expense. Sellers shall maintain casualty insurance for the replacement value of tangible Purchased Assets in its possession and Buyer shall reimburse Sellers for the cost thereof. If requested by Buyer, Sellers shall cooperate with Buyer in arranging for Third Parties who are in possession of tangible Purchased Assets to maintain casualty insurance for the replacement value of such Purchased Assets at Buyer’s expense. (b) Subject to Section 5.1, Sellers may retain copies of any Assigned Books and Records to the extent necessary for tax, accounting, regulatory, compliance or litigation purposes, or to perform and discharge the Excluded Liabilities and their obligations under this Agreement, or if such Assigned Books and Records contain information with respect to any Excluded Asset or Excluded Obligation.