Examples of Transferred Business Records in a sentence
After the Closing, to the extent not prohibited by law or restricted by applicable ethical rules, Purchaser shall make available to Seller any records related to the Purchased Assets prior to the Closing which are transferred to Purchaser at the Closing (the "Transferred Business Records") for inspection and copying to the extent Seller requires access to such records in response to tax audits or other reasonable business necessity as reasonably determined by Seller.
Thereafter, any Party wishing to dispose of Transferred Business Records in its possession shall provide written notice to the other Party describing the documentation proposed to be destroyed or disposed of sixty (60) business days prior to taking such action.
Seller's access to the Transferred Business Records is subject to the confidentiality obligations of Seller under Section 9.2 hereof.
Nothing contained in this Section shall restrict Seller or Buyer from obtaining access to the Transferred Business Records or the Retained Business Records incident to discovery in litigation to which Buyer or Seller are parties and utilizing such records with respect to any such litigation.
After the Closing, Buyer shall make available to Seller the Transferred Business Records for inspection and copying to the extent Seller requires access to such records in response to tax audits or other reasonable business necessity provided that such records shall not be used in a manner which is detrimental to the interests of Buyer.
After such six (6) period, before Buyer shall dispose of any Transferred Business Records or Seller shall dispose of any Retained Business Records, such Party shall give at least 90 days’ prior written notice of such intention to dispose to the other Party, and such other Party shall be given an opportunity, at its cost and expense, to remove and retain all or any part of such Transferred Business Records or Retained Business Records, as the case may be, as it may elect.
Buyer agrees that it shall preserve and keep, or cause to be preserved and kept, the Transferred Business Records and Seller agrees that it shall preserve and keep, or cause to be preserved and kept, the Retained Business Records, in each case for a period of six (6) years following the Closing Date.
For a minimum of five (5) years after the Closing, the Company shall maintain and make available to Sellers the Transferred Business Records for inspection and copying to the extent Sellers require access to such records in response to tax audits or other reasonable business necessity provided that such records shall not be used in a manner which is detrimental to the interests of the Company.
Nothing contained in this paragraph 9.3 shall restrict either Sellers or the Company from obtaining access to the Transferred Business Records or the Retained Business Records incident to discovery in litigation to which the Company or Sellers are parties and utilizing such records with respect to any such litigation.
From and after the Closing Date, the Sellers shall not retain any records or other documents related to the business or operations of the Complex prior to the Effective Time (the "Transferred Business Records") other than records or other documents which constitute part of the Excluded Assets.