Post-Closing Retention of Records Sample Clauses

Post-Closing Retention of Records. For a period of not less than four (4) years after the Closing Date, the Buyer shall preserve and retain all corporate, accounting, legal, auditing and other books and records pertaining to the Acquired Assets; provided, however, such four (4) year period shall be extended in the event that any Proceeding has been commenced or is pending or Threatened at the expiration of such four (4) year period and such extension shall continue until any such Proceeding has been settled or resolved with finality or is no longer pending or Threatened. Notwithstanding the foregoing, the Buyer may discard or destroy any of such books and records prior to the end of such four (4) year period or period of extension if the Buyer has given the Seller at least sixty (60) days prior written notice of the Buyer's intent to discard or destroy such books and records and has given the Seller the opportunity to take possession of any or all of such books and records within said sixty (60) day period. The Buyer shall afford the Seller and its representatives reasonable access during normal business hours to, and the right to make copies of, all such books and records, for any legitimate purpose (including, without limitation, in connection with the preparation, documentation and/or handling of any financial statements, tax returns, tax audits, reports to governmental or regulatory agencies, litigation, disputes, claims or controversies).
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Post-Closing Retention of Records. For a period of not less than six years after the Closing Date, KIAC shall preserve and retain all books and records received from Sellers pertaining to the Purchased Assets; provided, however, such six-year period shall be extended in the event that any proceeding has been commenced or is pending or threatened at the expiration of such six-year period and such extension shall continue until any such proceeding has been settled or resolved with finality or is no longer pending or threatened. Notwithstanding the foregoing, KIAC may at any time after three years from the Closing Date discard or destroy any of such books and records; provided, that it has given Sellers at least 60 days prior written notice of KIAC's intent to discard or destroy such books and records and has given Sellers the opportunity to take possession of any or all of such books and records within such sixty-day period. Purchaser shall afford each Seller and its representatives reasonable access during normal business hours to, and the right to make copies of, all such books and records, for any legitimate business purpose (including, without limitation, in connection with the preparation, documentation and/or handling of any financial statements, tax returns, tax audits, reports to governmental or regulatory agencies, litigation, disputes, claims or controversies); provided, however, that any such access shall be arrange so as not to unreasonably disrupt the operations of KIAC and its Affiliates.
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Post-Closing Retention of Records. For a period of not less than six (6) years after the Closing Date, Kellxxxxx xxxll preserve and retain all corporate, accounting, legal, audit and other books and records pertaining to the Purchased Assets; PROVIDED, HOWEVER, such six (6) year period shall be extended in the event that any proceeding has been commenced or is pending or Threatened at the expiration of such six (6) year period and such extension shall continue until any such proceeding has been settled or resolved with finality or is no longer pending or Threatened. Notwithstanding the foregoing, Kellxxxxx xxx at any time after three (3) years from the Closing Date discard or destroy any of such books and records prior to the end of such six (6) year period or period of extension if it has given AVS and the Company at least sixty (60) days prior written notice of Kellxxxxx'x xxxent to discard or destroy such books and records and has given AVS and the Company the opportunity to take possession of any or all of such books and records within said sixty (60) day period. Kellxxxxx xxxll afford each of AVS and their representatives reasonable access during normal business hours to, and the right to make copies of, all such books and records, for any legitimate purpose (including, without limitation, in connection with the preparation, documentation
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Related to Post-Closing Retention of Records

  • Retention of Records 35 Section 7.06 Confidentiality .................................... 35 Section 7.07

  • Retention of Records; Access 7.01 For so long as the contents thereof may become material in the administration of any matter under applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitation and (ii) seven years after the Closing Date, the Parties shall (a) retain records, documents, accounting data and other information (including computer data and the systems necessary to access such data) necessary for the preparation and filing of all Tax Returns in respect of Taxes of any member of the CCE Group or the Splitco Group or for any Tax Contests relating to such Tax Returns, and (b) give to the other Parties reasonable access to such records, documents, accounting data and other information (including computer data) and to its personnel (insuring their cooperation), systems and premises, for the purpose of the review or audit of such Tax Returns to the extent relevant to an obligation or liability of a Party under this Agreement or for purposes of the preparation or filing of any such Tax Return, the conduct of any Tax Contest or any other matter reasonably and in good faith related to the Tax affairs of the requesting Party. At any time after the Closing Date that TCCC or Splitco proposes to destroy such material or information, it shall first notify the other Party in writing and such other Party shall be entitled to receive such materials or information proposed to be destroyed.

  • Location of Records The offices where the initial Servicer keeps all of its records relating to the servicing of the Pool Receivables are located at 000 Xxxxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000.

  • Return of Records BISYS may at its option at any time, and shall promptly upon the Trust's demand, turn over to the Trust and cease to retain BISYS' files, records and documents created and maintained by BISYS pursuant to this Agreement which are no longer needed by BISYS in the performance of its services or for its legal protection. If not so turned over to the Trust, such documents and records will be retained by BISYS for six years from the year of creation. At the end of such six-year period, such records and documents will be turned over to the Trust unless the Trust authorizes in writing the destruction of such records and documents.

  • Inspection of Records Upon reasonable notice to the Administrative Trustees and the Property Trustee, the records of the Trust shall be open to inspection by Securityholders during normal business hours for any purpose reasonably related to such Securityholder's interest as a Securityholder.

  • Post-Closing Access to Information After the Closing, each Party shall afford the other Party and its counsel, accountants and other representatives, during normal business hours and upon reasonable advance notice, reasonable access to the books, records and other information in such Party’s possession relating directly or indirectly to the assets, liabilities or operations of Performance Packaging with respect to periods prior to the Closing, and the right to make copies and extracts therefrom at its expense, to the extent such access is reasonably required by the requesting Party for any proper business purpose. Without limitation, after the Closing, each Party shall make available to the other Party and its counsel, accountants and other representatives, as reasonably requested, and to any Tax authority that is legally permitted to receive the following pursuant to its subpoena power or its equivalent, all books, records and other information relating to Tax liabilities or potential Tax liabilities for all periods prior to or including the Closing Date and shall preserve all such books, records and other information until the expiration of any applicable statute of limitations for assessment or refund of Taxes or extensions thereof. Subject to the previous sentence, for a period of six years after the Closing Date, neither Party shall, or permit its Affiliates to, destroy or otherwise dispose of any of the books, records or other information described in this Section 5.3 without first offering in writing to surrender such books, records and other information to the other Party, which other Party shall have ten days after such offer to agree in writing to take possession thereof. Notwithstanding the provisions of this Section 5.3, while the existence of an adversarial proceeding between the Parties will not abrogate or suspend the provisions of this Section 5.3, as to such records or other information directly pertinent to such dispute, the Parties may not utilize this Section 5.3 but rather, absent agreement, must utilize the rules of discovery.

  • Confidentiality of Records Each Investor agrees to use, and to use its best efforts to insure that its authorized representatives use, the same degree of care as such Investor uses to protect its own confidential information to keep confidential any information furnished to it which the Company identifies as being confidential or proprietary (so long as such information is not in the public domain), except that such Investor may disclose such proprietary or confidential information to any partner, subsidiary or parent of such Investor for the purpose of evaluating its investment in the Company as long as such partner, subsidiary or parent is advised of the confidentiality provisions of this Section 3.3.

  • Confidentiality and Surrender of Records Executive shall not, during the Term or at any time thereafter (irrespective of the circumstances under which Executive’s employment by the Company terminates), except to the extent required by law, directly or indirectly publish, make known or in any fashion disclose any confidential records to, or permit any inspection or copying of confidential records by, any person or entity other than in the course of such person’s or entity’s employment or retention by the Company, nor shall Executive retain, and will deliver promptly to the Company, any of the same following termination of Executive’s employment hereunder for any reason or upon request by the Company. For purposes hereof, “confidential records” means those portions of correspondence, memoranda, files, manuals, books, lists, financial, operating or marketing records, magnetic tape, or electronic or other media or equipment of any kind in Executive’s possession or under Executive’s control or accessible to Executive which contain any proprietary information. All confidential records shall be and remain the sole property of the Company during the Term and thereafter.

  • Notation of Records Upon the request of the Administrative Agent, all promissory notes and all accounts receivable ledgers or other evidence of the Guarantor Claims accepted by or held by any Grantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under the terms of this Agreement.

  • Form of Records Any records maintained by the Company in the regular course of its business, including its Securities ledger, books of account and minute books, may be kept on, or be in the form of, punch cards, magnetic tape or disk, photographs, microphotographs or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Company shall so convert any records so kept upon the request of any person entitled to inspect the same.

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