Books and Records of Seller. Any material Books and Records that are related to the Business that are not either delivered to Buyer Group hereunder or copies of which are not delivered to Buyer Group hereunder will be preserved by Seller until at least the third anniversary of the Closing Date and will be made available (for review and copying to the extent related to the Business) to Buyer Group and its authorized representatives upon reasonable notice during normal business hours to the extent reasonably required by Buyer Group, including, without limitation, to the extent reasonably required in connection with audit, accounting, tax, litigation, federal securities disclosure or other similar needs; PROVIDED, that Seller shall notify Buyer Group prior to destroying any such records. Buyer Group will preserve and make available (for review and copying) to Seller and its authorized representatives upon reasonable notice during normal business hours the records transferred by Seller until at least the third anniversary of the Closing Date and thereafter in accordance with the document retention policy of the Business as in effect on the date hereof and, with respect to records that may be relevant to any actual tax audits or proceedings, such additional period as is reasonably required by Seller; PROVIDED, that Buyer Group shall notify Seller prior to destroying any such record during such period.
Books and Records of Seller. Subject to applicable law, in addition to the deliveries set forth in Section 2.1 above, Seller agrees to deliver, or cause to be delivered, to Buyer on or as soon as practicable after the Closing, all books and records of Seller exclusively used or held for use in the conduct of the Business or pertaining to those Assets and Assumed Liabilities conveyed or assumed at the Closing (including, but not limited to, correspondence, memoranda, books of account, personnel and payroll records and the like), other than books and records (i) relating to Taxes or to individual personnel or payroll records or (ii) that are inseparable from Seller's other operations. Subject to applicable law, any books and records relating to the Business that are not delivered to Buyer hereunder, other than books and records relating to Taxes, will be preserved by Seller in accordance with the document retention policy of the Business as in effect on the date hereof (including any legal holds placed on books and records relating to litigated matters), which in no event shall be less than three (3) years and will be made available (for review and copying) to Buyer and its authorized representatives at Buyer's expense upon reasonable notice during normal business hours, to the extent reasonably required by Buyer, except to the extent that such books and records are subject to a legal privilege that, in the good faith judgment of Seller, may be lost or impaired by virtue of such disclosure. Buyer will preserve and make available (for review and copying) to Seller and its authorized representatives upon reasonable notice during normal business hours the records transferred by Seller in accordance with the document retention policy of the Business as in effect on the date hereof (including any legal holds placed on books and records relating to litigated matters), which in no event shall be less than three (3) years and, with respect to records that may be relevant to any actual Tax audits or proceedings, such additional period as is reasonably required by Seller; provided, however, that Buyer shall notify Seller prior to destroying any such record during such period.
Books and Records of Seller. Following the Closing, each Seller agrees to permit Purchaser and its representatives to inspect the books and records of Sellers insofar as they relate to the Company during regular business hours and at no expense to Sellers in order for Purchaser and such representatives to obtain information relevant to the Transaction and to Purchaser's tax returns, third party claims or litigation involving Purchaser, or as otherwise reasonably required for the conduct of Purchaser's business. Sellers agree to maintain such books and records insofar as they relate to the Company for a period of five (5) years after the Closing Date.
Books and Records of Seller. The Surviving Corporation shall preserve and keep Seller’s books and records delivered hereunder for a period of one (1) year from the Closing Date, other than financial records which shall be maintained until the statute of limitations pertaining to the applicable final Tax Returns related to the Purchased Assets filed by Seller expire, and shall, during such period, make such books and records available to officers and directors of Seller for any reasonable purpose.
Books and Records of Seller. Seller agrees to make available to Buyer at or prior to the Closing, as requested by Buyer, all books and records of Seller (including, but not limited to, correspondence, memoranda, books of account, personnel and payroll records and the like) relating to the Business, and copies, as requested by Buyer, of any income tax forms or tax returns. Any books, records, forms and returns of Seller relating to the Business which are not delivered to Buyer hereunder will be preserved by Seller for a period of at least four (4) years following the Closing and Seller will permit Buyer and its authorized representatives to have reasonable access to, and examine and make copies of, all such books, records, forms and returns as reasonably requested by Buyer. All books, records, forms and returns delivered by Seller to Buyer will be preserved by Buyer for a period of at least four (4) years following the Closing and Buyer will permit Seller and its authorized representatives to have reasonable access to, and examine and make copies of, all such books, records, forms and returns as reasonably requested by Seller.
Books and Records of Seller. Following the Closing, Seller and Seller's Parent agrees to permit the Buying Companies and its representatives to inspect the books and records of Seller which are not included in the Specified Assets insofar as they related to the Specified Assets and Specified Liabilities, during regular hours and at no expense to Seller in order for the Buying Companies and such representative to obtain information relevant to the Closing Financial Statements and to the Buying Companies' tax returns, third party claims or litigation involving the Buying Companies, or as otherwise reasonably required for the conduct of the Buying Companies' business. The Selling Companies agree to maintain such books and records insofar as they related to the Specified Assets and the Specified Liabilities for a period of five (5) years after the Closing Date.
Books and Records of Seller. True and correct copies of the charter documents, bylaws, and minutes from Seller's minute books have been delivered to Purchaser. Seller's minute books (through September 30, 1995) are complete and accurate as to the records of all proceedings and/or actions of its incorporators, shareholders and directors, and reflect all matters required to be acted on by the shareholders and directors from its incorporation to the date of this Agreement.
Books and Records of Seller. (xi) Intellectual Property used in the conduct of the Business, and all management information systems and software, to the extent that such relate to the ownership of the Assets or the operations of the Business, and customer lists, vendor lists, catalogs, research material, technical information, trade secrets, technology, know-how, specifications, designs, drawings, processes and quality control;
Books and Records of Seller. Any books, records, forms and returns of Seller which are not delivered to Buyer hereunder will be preserved by Seller for a period of at least six (6) years following the Closing and Seller will permit Buyer and its authorized representatives to have reasonable access to, and examine and make copies of, all such books, records, forms and returns as reasonably requested by Buyer. All books, records, forms and returns delivered by Seller to Buyer will be preserved by Buyer for a period of at least six (6) years following the Closing and Buyer will permit Seller and its authorized representatives to have reasonable access to, and examine and make copies of, all such books, records, forms and returns as reasonably requested by Seller.
Books and Records of Seller. Following the Closing, Seller ----------- --------------------------- agrees to permit Purchaser and its representatives to inspect the books and records of Seller not included in the Purchased Assets insofar as they relate to the Purchased Assets during regular hours and at no expense to Seller in order for Purchaser and such representatives to obtain information relevant to the Closing Date Balance Sheet and to Purchaser's tax returns, third party claims or litigation involving Purchaser, or as otherwise reasonably required for the conduct of Purchaser's business. Seller agrees to maintain such books and records insofar as they relate to the Purchased Assets for a period of three years after the Closing Date.
