Common use of Availability of Records Clause in Contracts

Availability of Records. After the Closing, Buyer shall make available to Seller as reasonably requested by Seller, its agents and representatives, or as requested by any taxing authority or any governmental authority, all information, records and documents relating to the Purchased Assets for all periods prior to Closing and shall preserve all such information, records and documents until the later of: (a) six (6) years after the Closing; (b) the expiration of all statutes of limitations for Taxes for periods prior to the Closing, or extensions thereof applicable to Seller for Tax information, records or documents; or (c) the required retention period for all government contract information, records or documents. Buyer shall also make available to Seller, as reasonably requested by Seller, personnel responsible for preparing or maintaining information, records and documents, in connection with tax matters, governmental contracts, litigation or potential litigation, including without limitation, product liability, general insurance liability and automobile insurance liability. Prior to destroying any records related to Seller for the period prior to the Closing, Buyer shall notify Seller ninety (90) days in advance of any such proposed destruction of its intent to destroy such records, and Buyer will permit Seller to retain any such records. With respect to any litigation and claims that are Excluded Liabilities, Buyer shall render all reasonable assistance that Seller may request in defending such litigation or claim and shall make available to Seller personnel who are most knowledgeable about the matter in question.

Availability of Records. After the Closing, Buyer Buyer, shall make available to Seller as reasonably requested by Seller, its agents and representatives, or as requested by any taxing authority or any governmental authority, all information, records and documents relating to the Purchased Assets for all periods prior to Closing and shall preserve all such information, records and documents until the later of: (a) six (6) years after the Closing; (b) the expiration of all statutes of limitations for Taxes for periods prior to the Closing, or extensions thereof applicable to Seller for Tax information, records or documents; or (c) the required retention period for all government contract information, records or documents. Buyer shall also make available to Seller, as reasonably requested by Seller at Seller's cost, personnel responsible for preparing or maintaining information, records and documents, in connection with tax Tax matters, governmental contracts, litigation or potential litigation, including without limitation, product liability, general insurance liability and automobile insurance liability. Prior to destroying any records related to Seller for the period prior to the Closing, Buyer shall notify Seller ninety (90) days in advance of any such proposed destruction of its intent to destroy such records, and Buyer will permit Seller to retain any such records. With respect to any litigation and claims that are Excluded Liabilities, Buyer shall render at Seller's cost all reasonable assistance that Seller may request in defending such litigation or claim and shall make available to Seller personnel who are most knowledgeable about the matter in question.

Availability of Records. After the Closing, Buyer shall make available to Seller as reasonably requested by Seller, its agents and representatives, or as requested by any taxing authority or authority, and any governmental authority, authority all information, records and or documents relating to the Purchased Assets Business or the employees of Seller for all periods prior to Closing and shall preserve all such information, records and documents until the later of: of (ai) six (6) years after the Closing; , (bii) the expiration of all statutes of limitations for Taxes taxes for periods prior to the Closing, Closing or extensions thereof applicable to Seller for Tax tax information, records or documents; documents or (ciii) the required retention period for all government contract information, records or documents. Buyer shall also make available to Seller, as reasonably requested by Seller, personnel responsible for preparing or maintaining information, records and documents, in connection with tax matters, governmental contracts, litigation or potential litigation, including without limitation, product liabilityclaims for workers' compensation, general insurance liability and automobile insurance liability. Prior to destroying any material records related to Seller for the period prior to the ClosingClosing Date, Buyer shall notify Seller ninety thirty (9030) days in advance of any such proposed destruction of its intent to destroy destroy, such records, and Buyer will permit Seller to retain any such records. With respect to any litigation and claims that which are Excluded Liabilities, Buyer shall shall, at Seller's expense, render all reasonable assistance that which Seller may request in defending such litigation or claim and shall make available to Seller personnel who are most knowledgeable about the matter in questionquestion (to the extent possible without disruption of Buyer's business).

Availability of Records. After the Closing, Buyer Purchaser shall make available to Seller as reasonably requested by Seller, its agents and representatives, or as requested by any taxing authority authority, or any governmental authority, other Governmental Authority all information, records and documents relating to the Purchased Assets Callaway Practice and the employees of Seller for all periods prior to Closing and shall preserve all such information, records and documents until the later of: (a) six (6) years after the ClosingClosing Date; (b) the expiration of all statutes of limitations for Taxes for periods prior to the Closing, Closing or extensions thereof applicable to Seller for Tax information, records or documents; or (c) the required retention period for all government contract information, records or documents. Buyer Purchaser shall also make available to Seller, as reasonably requested by Seller, personnel responsible for preparing or maintaining information, records and documents, in connection with tax Tax matters, governmental contracts, litigation or potential litigation, including without limitationclaims for workers’ compensation, product liability, general insurance liability and automobile insurance liability. Prior to destroying any records related to Seller for the period prior to the ClosingClosing Date, Buyer Purchaser shall notify Seller ninety (90) 30 days in advance of any such proposed destruction of its intent to destroy such records, and Buyer Purchaser will permit Seller to retain any such records; provided, however, that failure to provide such notification shall not constitute a basis for any liability or claim for damages. With respect to any litigation and claims that are Excluded LiabilitiesObligations, Buyer Purchaser shall render all reasonable assistance that Seller may request in defending such litigation or claim and shall make available to Seller personnel who are most knowledgeable about the matter in question.

Availability of Records. After the Closing, Buyer shall make available to Seller as reasonably requested by Seller, its agents and representatives, or as requested by any taxing authority or and any governmental authority, Governmental Entity all informationinfor- mation, records and or documents relating to the Purchased Assets Business or the employees of Seller for all periods prior to Closing and shall preserve all such informationinfor- mation, records and documents until the later of: of (ai) six (6) seven years after the Closing; , (bii) the expiration of all statutes of limitations for Taxes for periods prior to the Closing, Closing or extensions thereof applicable to Seller for Tax information, records or documents; documents or (ciii) the required retention period for all government contract information, records or documents. Buyer shall also make available to Seller, as reasonably requested by Seller, personnel responsible for preparing or maintaining information, records and documents, in connection with tax Tax matters, environmental matters, governmental contracts, litigation or potential litigation, including without limitationclaims for workers' compensation, product liability, general insurance liability and automobile insurance liability. Prior to destroying any records related to Seller for the period prior to the ClosingClosing Date, Buyer shall notify Seller ninety (90) 30 days in advance of any such proposed destruction of its intent to destroy such records, and Buyer will permit Seller to retain any such records. With respect to any litigation and claims that which are Excluded Liabilities, Buyer shall render all reasonable assistance that which Seller may request in defending such litigation or claim and shall make available to Seller personnel who are most knowledgeable about the matter in question.

Availability of Records. After the Closing, Buyer Purchaser shall make available to Seller as reasonably requested by Seller, its agents and representatives, or as requested by any taxing authority authority, or any governmental authority, other Governmental Authority all information, records and documents relating to the Purchased Assets Business and the employees of the Company for all periods prior to Closing and shall preserve all such information, records and documents until the later of: (a) six (6) years after the ClosingClosing Date; (b) the expiration of all statutes of limitations for Taxes for periods prior to the Closing, Closing or extensions thereof applicable to Seller for Tax information, records or documents; or (c) the required retention period for all government contract information, records or documents. Buyer Purchaser shall also make available to Seller, as reasonably requested by Seller, personnel responsible for preparing or maintaining information, records and documents, in connection with tax Tax matters, governmental contracts, litigation or potential litigation, including without limitationclaims for workers’ compensation, product liability, general insurance liability and automobile insurance liability. Prior to destroying any records related to Seller for the period prior to the ClosingClosing Date, Buyer Purchaser shall notify Seller ninety thirty (9030) days in advance of any such proposed destruction of its intent to destroy such records, and Buyer Purchaser will permit Seller to retain any such records; provided, however, that failure to provide such notification shall not constitute a basis for any liability or claim for damages. With respect to any litigation and claims that are Excluded LiabilitiesObligations, Buyer Purchaser shall render all reasonable assistance that Seller may request in defending such litigation or claim and shall make available to Seller personnel who are most knowledgeable about the matter in question.

Availability of Records. After the Closing, Buyer Purchaser shall make available to Seller as reasonably requested by Seller, its agents and representatives, or as requested by any taxing authority authority, or any governmental authority, other Governmental Authority all information, records and documents relating to the Purchased Assets Business and the employees of Seller for all periods prior to Closing and shall preserve all such information, records and documents until the later of: (a) six (6) years after the ClosingClosing Date; (b) the expiration of all statutes of limitations for Taxes for periods prior to the Closing, Closing or extensions thereof applicable to Seller for Tax information, records or documents; or (c) the required retention period for all government contract information, records or documents. Buyer Purchaser shall also make available to Seller, as reasonably requested by Seller, personnel responsible for preparing or maintaining information, records and documents, in connection with tax Tax matters, governmental contracts, litigation or potential litigation, including without limitationclaims for workers’ compensation, product liability, general insurance liability and automobile insurance liability. Prior to destroying any records related to Seller for the period prior to the ClosingClosing Date, Buyer Purchaser shall notify Seller ninety thirty (9030) days in advance of any such proposed destruction of its intent to destroy such records, and Buyer Purchaser will permit Seller to retain any such records; provided, however, that failure to provide such notification shall not constitute a basis for any liability or claim for damages. With respect to any litigation and claims that are Excluded LiabilitiesObligations, Buyer Purchaser shall render all reasonable assistance that Seller may request in defending such litigation or claim and shall make available to Seller personnel who are most knowledgeable about the matter in question.

Availability of Records. After the Closing, Buyer Buyer, shall make available to Seller as reasonably requested by Seller, its agents and representatives, or as requested by any taxing authority or any governmental authority, all information, records and documents relating to the Purchased Assets for all periods prior to Closing and shall preserve all such information, records and documents until the later of: (a) six (6) years after the Closing; (b) the expiration of all statutes of limitations for Taxes for periods prior to the Closing, or extensions thereof applicable to Seller for Tax information, records or documents; or (c) the required retention period for all government contract information, records or documents. Buyer shall also make available to Seller, as reasonably requested by Seller at Seller’s cost, personnel responsible for preparing or maintaining information, records and documents, in connection with tax Tax matters, governmental contracts, litigation or potential litigation, including without limitation, product liability, general insurance liability and automobile general insurance liability. Prior to destroying any records related to Seller for the period prior to the Closing, Buyer shall notify Seller ninety (90) days in advance of any such proposed destruction of its intent to destroy such records, and Buyer will permit Seller to retain any such records. With respect to any litigation and claims that are Excluded Liabilities, Buyer shall render at Seller’s cost all reasonable assistance that Seller may request in defending such litigation or claim and shall make available to Seller personnel who are most knowledgeable about the matter in question.

Availability of Records. 34 After the Closing, Buyer shall make available to Seller as reasonably requested by 35 Seller, its agents and representatives, or as requested by any taxing authority authority, or any governmental authority, authority 36 all information, records and documents relating to the Purchased Assets Business and the employees of 37 Seller for all periods prior to Closing and shall preserve all such information, records and 38 documents until the later of: (a) six (6) years after the Closing; (b) the expiration of all 39 statutes of limitations for Taxes taxes for periods prior to the Closing, Closing or extensions thereof 40 applicable to Seller for Tax tax information, records or documents; or (c) the required 1 retention period for all government contract information, records or documents. Buyer 2 shall also make available to Seller, as reasonably requested by Seller, personnel 3 responsible for preparing or maintaining information, records and documents, in 4 connection with tax matters, governmental contracts, litigation or potential litigation, 5 including without limitation, claims for workers' compensation, product liability, general 6 insurance liability and automobile insurance liability. Prior to destroying any records 7 related to Seller for the period prior to the ClosingClosing Date, Buyer shall notify Seller ninety 8 thirty (9030) days in advance of any such proposed destruction of its intent to destroy such 9 records, and Buyer will permit Seller to retain any such records; provided, however, that 10 failure to provide such notification shall not constitute a basis for any liability or claim 11 for damages. With respect to any litigation and claims that are Excluded Liabilities, 12 Buyer shall render all reasonable assistance that Seller may request in defending such 13 litigation or claim and shall make available to Seller personnel who are most knowledgeable about 14 the matter in question.