Preservation of Books and Records. (a) The Sellers and their Affiliates shall have the right to make and retain copies (at their sole expense) of all books and records relating to the Transferred Assets for the periods ending on or before the Closing Date. The Buyer agrees that it shall preserve and keep all original books and records in respect of the Transferred Assets in the possession or control of the Buyer or its Affiliates for at least the longer of (i) any applicable statute of limitations and (ii) a period of six (6) years from the Closing Date. The Sellers and their Affiliates shall also have the right to retain all original IRS Forms W-8 and W-9 in respect of the Transferred Assets relating to periods ending on or before the Closing Date.
(b) During such six (6)-year or longer period, (i) representatives of the Sellers and their Affiliates shall, upon reasonable notice and for any reasonable business purpose, have access during normal business hours to confidentially examine, inspect and copy such books and records and (ii) the Buyer shall provide to the Sellers or their Affiliates access to such books and records relating to the Transferred Assets as the Sellers or their Affiliates shall reasonably request in connection with any action, suit, arbitration, proceeding or investigation to which a Seller or any of its Affiliates are parties or in connection with the requirements of any Applicable Law applicable to a Seller or any of its Affiliates. The Sellers or their Affiliates, as applicable, shall return such original books and records to the Buyer or such Affiliate of the Buyer as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence.
(c) After such six (6)-year or longer period, before the Buyer or any Affiliate of the Buyer shall dispose of any of such books and records, the Buyer shall give at least ninety (90) days’ prior written notice of such intention to dispose to the Sellers, and the Sellers or any of their 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.
Preservation of Books and Records. (a) The Sellers and their Affiliates shall have the right to make and retain copies (at their sole expense) of all books and records relating to the Transferred Assets for the periods ending on or before the Closing Date. The Buyer agrees that it shall preserve and keep all original books and records in respect of the Transferred Assets in the possession or control of the Buyer or its Affiliates for at least the longer of (i) any applicable statute of limitations and
Preservation of Books and Records. Subject to the other terms and provisions of this Agreement, including Section 6.04 and Section 6.08, the Sellers shall have the right to retain copies of all books and records of the IST Business relating to periods ending on or prior to the Closing Date in a manner reasonably consistent with the prior practices of the Sellers. Each Party agrees that it shall preserve and keep, or cause to be preserved and kept, all original books and records in respect of the IST Business (including documents and other information regarding the Licensed IST IP (as defined in the Intellectual Property Cross License Amendment)) in the possession of such Party or its Affiliates for the longer of (a) any applicable statute of limitations and (b) a period of six years from the Closing Date. During such six-year or longer period, Representatives of the Sellers or the Buyer shall, upon reasonable notice and in connection with the preparation of financial statements, or the determination of any matter relating to the rights or obligations of the Parties or any of their Affiliates under any of the Transaction Agreements, and, except as determined in good faith to be appropriate to (i) ensure compliance with any applicable Law or (ii) preserve any applicable attorney-client privilege (provided, that the Parties shall work in good faith to develop substitute arrangements that do not result in the loss of such privilege), have reasonable access upon reasonable notice during normal business hours to examine, inspect and copy such books and records. In addition, during such six-year or longer period, each Party shall provide, or cause to be provided to, the other Party, reasonable access to such original books and records of the IST Business preserved by such Party in accordance with this Section 6.03 as the other Party shall reasonably request. Such Party shall return such original books and records as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence. Notwithstanding anything to the contrary contained in this Section 6.03, (A) the access provided pursuant to this Section 6.03 shall be at the requesting Party’s expense and shall not unreasonably interfere with the business or operations of the Party providing the information or any of such Party’s Affiliates, (B) neither Party shall be required to provide to the other Party or its Representatives access or information in connection with any Action ...
Preservation of Books and Records. For a period of seven (7) years after the Closing or such longer time as may be required by Applicable Law:
(a) GSRP shall use reasonable best efforts to retain the books and records of the GSRP Parties relating to periods prior to the Closing (the “Books and Records”) in a manner consistent with its document retention policy.
(b) The GSRP Parties shall and shall cause their Controlled Affiliates to allow any of the GSAM Entities or GSAM Representatives access to all Books and Records on reasonable notice and at reasonable times at GSRP’s principal place of business or at any location where any Books and Records are stored, and any of the GSAM Entities or GSAM Representatives shall have the right, at their own expense, to make copies of any Books and Records; provided, that any such access or copying shall be had or done in such a manner so as not to unduly interfere with the normal conduct of the Business of the GSRP Parties.
(c) The GSRP Parties shall and shall cause their Controlled Affiliates to make available to any of the GSAM Entities or GSAM Representatives upon reasonable notice by such GSAM Entities or GSAM Representatives and at reasonable times and upon written request (i) the GSRP Parties’ personnel to assist such GSAM Entities or GSAM Representatives in locating and obtaining any Books and Records, and (ii) any of the GSRP Parties’ personnel whose assistance or participation is reasonably required by such GSAM Entities or GSAM Representatives in anticipation of, or preparation for, existing or future litigation or other matters in which such GSAM Entities are involved, subject to such GSAM Entities reimbursing the GSRP Parties for reasonable out-of-pocket expenses incurred in performing the covenants contained in this Section 6.12.
Preservation of Books and Records. (1) Promptly after Closing, the Vendor shall deliver or cause to be delivered to the Purchaser all material Books and Records in its possession, provided that the Vendor shall be entitled to retain copies thereof. To the extent that such information is held in electronic form, the Vendor does not hereby convey any rights to the Purchaser in any underlying software.
(2) For a period of six (6) years from the Closing Date, Glacier and the Purchaser shall use its reasonable efforts to preserve and retain, or cause the Corporation, the Real Estate Company and the Subsidiaries to preserve and retain, all material Books and Records relating to the Corporation and the Subsidiaries and the conduct of the Business prior to the Closing. The Purchaser and Glacier shall not, at any time, dispose of or destroy any of the material Books and Records without first offering to turn over possession thereof to the Vendor by written notice to the Vendor at least sixty (60) days prior to the proposed date of such disposition or destruction provided that the Vendor shall pay all costs with respect thereto and to the extent that such information is in electronic form, the Purchaser will not convey any rights to the Vendor in any underlying software.
(3) At any time for a period of six (6) years from the Closing Date and thereafter in the event that either Party has issued an Indemnification Notice to the other Party, or the Vendor requires access to such Books and Records in connection with any aspect of the Special Indemnities, any request or enquiry by any Governmental Entity:
(a) the Purchaser and Glacier shall allow the Vendor and its Representatives access to all Books and Records at the Vendor's request and on reasonable notice and at reasonable times at Glacier's principal place of business or at any location where any Books and Records are stored, and the Vendor and its Representatives shall have the right at its own expense to make copies of any Books and Records; provided, however, that any such access or copying shall be had or done in such a manner so as not to unduly interfere with the normal conduct of the business of the Corporation or the Subsidiaries; and
(b) the Purchaser and Glacier shall, or shall cause the Corporation and/or the Subsidiaries to, make available to the Vendor at the Vendor's request and cost and upon reasonable notice and at reasonable times and upon written request: (i) the Corporation's and the Subsidiaries' personnel to assist the Vendor in...
Preservation of Books and Records. For a period of five (5) years after the Closing Date, the Buyer will, using procedures consistent with its current record retention procedures, preserve and retain all books and records that relate to the Properties including, but not limited to, any documents relating to any governmental or nongovernmental actions, suits, proceedings or investigations arising out of the operation of the Properties prior to the Closing Date. The Buyer agrees to make such books and records available to the Sellers and their agents upon reasonable notice and at reasonable times.
Preservation of Books and Records. After the Closing Date, Buyer shall provide to Seller and its Affiliates and representatives (without charge to Seller other than the costs of copying, if any) reasonable access to, including the right to make copies of, all books and records included in and otherwise related to the Purchased Assets, to the extent necessary to permit Seller to determine any matter relating to their respective rights and obligations hereunder or to any period ending on or before the Closing Date (for example, for purposes of any Tax or accounting audit or any claim or litigation matter) or otherwise related to the Excluded Assets, for periods prior to the Closing and shall preserve such books and records until the latest of (a) such period as shall be consistent with Buyer’s records retention policy in effect from time to time, (b) the retention period required by applicable Law, (c) the conclusion of all bankruptcy proceedings relating to the Chapter 11 Cases, including the closing of the Chapter 11 Cases and (d) in the case of books and records relating to Taxes, the expiration of the statute of limitations applicable to such Taxes. Such access shall include access to any information in electronic form to the extent reasonably available. Buyer acknowledges that Seller has the right to retain originals or copies of all of books and records included in or related to the Purchased Assets for periods prior to the Closing.
Preservation of Books and Records. For a period of three (3) years after the Closing Date, Sellers agree not to dispose of, and agree to provide Buyer reasonable access to, any material books or records in possession of Sellers immediately after the Transfer Date that relate to the business or operations of the Stations prior to the Transfer Date.
Preservation of Books and Records. For a period of three (3) years after the Closing date, Buyer shall preserve the books and records of Sellers delivered to Buyer; and Sellers shall similarly make available to Buyer any records which Buyer permits Sellers to retain; each party will make such books and records available to the other party at all reasonable times and permit the other party to make extracts from or copies of all such records.
Preservation of Books and Records. For a period of six years from the Closing Date consistent with its own records retention policy:
(a) The Buyer shall not dispose of or destroy any of the Books and Records without first offering to turn over possession thereof to the Sellers by written notice to the Sellers at least 60 days prior to the proposed date of such disposition or destruction.
(b) The Buyer shall allow the Sellers and their agents access to all Books and Records on reasonable notice and at reasonable times at the Buyer’s principal place of business or at any location where any Books and Records are stored, and the Sellers shall have the right, at their own expense, to make copies of any Books and Records; provided, however, that any such access or copying shall be had or done in such a manner so as not to unduly interfere with the normal conduct of the Buyer’s business.
(c) The Buyer shall make available to the Sellers upon reasonable notice to the Sellers and at reasonable times and upon written request (A) the Buyer’s personnel to assist the Sellers in locating and obtaining any Books and Records, and (B) any of the Buyer’s personnel whose assistance or participation is reasonably required by the Sellers or any of their Affiliates in anticipation of, or preparation for, existing or future litigation or other matters in which the Sellers or any of their Affiliates are involved. The Sellers shall reimburse the Buyer for the reasonable out-of-pocket expenses incurred by it in performing the covenants contained in this Section 5.06.
