Access to Former Business Records; Cooperation in Litigation Sample Clauses

Access to Former Business Records; Cooperation in Litigation. (a) For a period of seven years following the Closing, Buyer will retain all records. During such period, Buyer will afford authorized representatives of Sellers (including their auditors) access to such records at reasonable times and during normal business hours at the principal business office of the Railroad SBU, or at such other location or locations at which such Records may be stored or maintained from time to time, and will permit such representatives to make abstracts from, or copies of, any of such records, or to obtain temporary possession of any thereof as may be reasonably required by Sellers at Sellers' sole cost and expense. During such period, Buyer will, at Sellers' expense (limited, however, to Buyer's reasonable out-of-pocket expenditures without regard to any employee cost or other overhead expenses), cooperate with Sellers in furnishing information, evidence, testimony, and other reasonable assistance in connection with any action, proceeding, Tax audit, or investigation to which Sellers or any of their Affiliates is subject relating to the business of the Railroad SBU prior to the Closing. The term "

Access to Former Business Records; Cooperation in Litigation. For a period of seven years following the Closing, Buyer will cause the Mexican Companies to retain all Records existing at the Closing. During such period, Buyer will afford authorized representatives of MagneTek (including its auditors) access to such Records, with reasonable advance notice, at reasonable times and during normal business hours at the principal business office of the appropriate Mexican Company, or at such other location or locations at which such Records may be stored or maintained from time to time, and will permit such representatives to make abstracts from, or copies of, any of such Records, or to obtain temporary possession of any thereof as may be reasonably required by MagneTek at MagneTek's sole cost and expense, provided, however, that any such access under this Section 6.4 shall not unreasonably disrupt the normal business operations of the Mexican Companies. Buyer will or will cause the Mexican Companies to, at MagneTek's expense (limited, however, to Buyer's or the Mexican Companies' reasonable out-of-pocket expenditures with regard to any employee travel or lodging expenses), cooperate with MagneTek in furnishing information, evidence, testimony, making employees available for such purposes and other reasonable assistance in connection with any action, proceeding, Tax audit, or investigation to which MagneTek or any of its Affiliates is subject relating to the Mexican Business prior to the Closing. MagneTek will, at Buyer's expense (limited, however, to MagneTek' reasonable out-of-pocket expenditures with regard to any employee travel or lodging expenses), cooperate with Buyer in furnishing information, evidence, testimony, making employees available for such purposes and other reasonable assistance in connection with any action, proceeding, Tax audit, or investigation to which Buyer or any of its Affiliates is subject relating to the Mexican Business following the Closing.

Access to Former Business Records; Cooperation in Litigation. For a period of seven (7) years following the Closing, Buyer will retain all Records. During such period, Buyer will afford authorized representatives of Seller (including its auditors) reasonable access to such Records at reasonable times and during normal business hours at its principal business office, or at such other location or locations at which such Records may be stored or maintained from time to time, and will permit such representatives to make abstracts from, or copies of, any of such Records, or to obtain temporary possession of any thereof as may be reasonably required by Seller at Seller's sole cost and expense, provided, however, that any such access under this Section 7.6 shall not unreasonably disrupt the normal business operations of the Business after the Closing Date, and Seller shall furnish Buyer with not less than five (5) Business Days prior written notice specifying the reason for such requested access. During such period, Buyer will, at Seller's sole expense (limited, however, to Buyer's reasonable out-of-pocket expenditures), reasonably cooperate with Seller in furnishing information, evidence, testimony, making employees reasonably available for such purposes (with due regard for the exigencies of running the Business) and other reasonable assistance in connection with any action, proceeding, Tax audit, or investigation to which Seller or any of its Affiliates is subject relating to the Business prior to the Closing (including all Excluded Liabilities).