Pre-Closing Books and Records. During the Term, CNO shall, shall cause its Affiliates to, and shall exercise commercially reasonable efforts to cause Service Providers to, retain all books and records relating to the Business with respect to any pre-Closing periods (the “Pre-Closing Books and Records”) in accordance with Applicable Law, their respective records retention policies, and the terms and conditions of the Stock Purchase Agreement. Wilton Re shall, and shall cause its Affiliates to, retain the Pre-Closing Books and Records transferred to Wilton Re hereunder and any other books and records relating to the Business in accordance with Applicable Law, their respective records retention policies, and the terms and conditions of the Stock Purchase Agreement.
Pre-Closing Books and Records. (a) At the Closing (or thereafter pursuant to the transition services agreement entered into by certain of the Parties, among others, at the Closing (the “Transition Services Agreement”), Seller will deliver, cause to be delivered or make available to the Company all books and records relating to the accounting, legal, litigation, tax, regulatory, business, operational and financial affairs and assets, properties and employees of the Company and its Subsidiaries relating to the period prior to the Closing (“Pre-Closing Books and Records”), other than the books and records set forth on Section 4.1 of the Disclosure Schedules to be retained by Seller and its Affiliates (“Seller Books and Records”). The Company will preserve and keep all Pre-Closing Books and Records for not less than seven (7) years after the Closing or for any longer period as may be required by Law (including any statute of limitations and applicable extensions thereof) or any Governmental Entity. Prior to destroying or otherwise disposing of the Pre-Closing Books and Records, the Company shall give at least six months prior written notice to Seller and the Seller shall have the right, at its expense, to retain possession (or make copies) of such Pre-Closing Books and Records.
Pre-Closing Books and Records. Following Closing, each Party will afford the other Party, its counsel and its accountants, during normal business hours, reasonable access to the Facility Books and Records in its possession with respect to periods prior to Closing (the "Pre-Closing Books and Records") and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting Party in connection with (i) the preparation of Tax Returns, or (ii) compliance with the requirements of any Governmental Authority. Any information obtained by such Party in accordance with this Section 2.6.2 shall be held confidential by such Party in accordance with Section 12.6 of this Agreement.
Pre-Closing Books and Records. (a) Following Closing, each Party will afford the other Party, its counsel and its accountants, during normal business hours, reasonable access to the Shared Books and Records and the Non-Shared Books and Records with respect to periods prior to Closing (the "Pre-Closing Books and Records") and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting Party in connection with (i) the preparation of Tax Returns, (ii) compliance with the requirements of any Governmental Authority, (iii) any Excluded Liabilities or (iv) any rights and obligations arising under Article VII, Article VIII or Article X hereof; provided, however, that nothing in this Agreement shall be deemed to obligate either Party to maintain the Pre-Closing Books and Records.
Pre-Closing Books and Records. (a) Following Closing, each Party and its Affiliates will afford each other Party and their respective Representatives, during normal business hours, reasonable access to the Books and Records with respect to periods prior to Closing (the “Pre-Closing Books and 37 NTD: Any additional studies and reports to be determined. Records”) and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting Party in connection with: (i) the preparation of Tax Returns; (ii) compliance with the requirements of any Governmental Authority; (iii) any Excluded Liabilities or Assumed Liabilities; or (iv) any rights and obligations arising under ARTICLE VIII, ARTICLE IX or ARTICLE XI. Each Party shall maintain Pre-Closing Books and Records reasonably expected to be required in connection with the matters described in items (i) through (iv) of the preceding sentence in accordance with the ordinary course document retention policies of such Party; provided, however, that nothing in this Agreement shall be deemed to obligate a Party to maintain the Pre-Closing Books and Records for longer than seven
Pre-Closing Books and Records. During the Term, Service Provider shall, and shall cause its Affiliates to, and shall exercise commercially reasonable efforts to cause its Affiliates and Subcontractors to, retain all books and records relating to the Company Business with respect to any pre-Closing periods (the “Pre-Closing Books and Records”) in accordance with Applicable Law, their respective records retention policies and the terms and conditions of the Purchase Agreement; provided that Service Provider and its Affiliates shall have no obligation to maintain or retain any Pre-Closing Books and Records to the extent that electronic or paper copies or originals of such books and records have been delivered to Receiving Party at or prior to the end of the Term, including, without limitation, any Books and Records delivered pursuant to Section 5.9 of the Purchase Agreement. Following the end of the Term, Service Provider shall promptly transfer, at Service Provider’s expense, the Pre-Closing Books and Records, in a form reasonably agreed by the Parties, to Purchaser, except as required by Applicable Law and except to the extent that electronic or paper copies or originals of such Pre-Closing Books and Records have been delivered to Purchaser prior to the end of the Term, including, without limitation, any Books and Records delivered pursuant to Section 5.9 of the Purchase Agreement. For the avoidance of doubt, the obligations in this Section 5.1 are without limitation of any of the Seller Parties’ obligations under the Purchase Agreement with respect to Books and Records.
Pre-Closing Books and Records. During the Term, CNO shall, shall cause its Affiliates to, and shall exercise commercially reasonable efforts to cause Service Providers to, retain all books and records relating to the Business with respect to any pre-Closing periods (the “Pre-Closing Books and Records”) in accordance with Applicable Law, their respective records retention policies and the terms and conditions of the MTA; provided that CNO and its Affiliates shall have no obligation to maintain or retain any Pre-Closing Books and Records to the extent that electronic or paper copies or originals of such books and records have been delivered to Wilton Re at or prior to the end of the Term, including, without limitation, any Books and Records delivered pursuant to Section 5.05 of the MTA.
Pre-Closing Books and Records. (a) Following the Closing, Seller shall retain ownership of all books and records relating to the accounting, legal, litigation, tax, regulatory, business and financial affairs of the Company relating to the period prior to the Closing (“Pre-Closing Books and Records”). Seller will preserve and keep all Pre-Closing Books and Records for not less than ten (10) years after the Closing or for any longer period as may be (i) required by Law (including any statute of limitations and applicable extensions thereof) or any Governmental Entity or (ii) reasonably necessary with respect to the prosecution or defense of any audit or Claim that is then pending or threatened and with respect to which Buyer or the Company has notified Seller as to the need to retain such Pre-Closing Books and Records.
Pre-Closing Books and Records. Following Closing, each Party will afford the other Party, its counsel and its accountants, during normal business hours, reasonable access to the Shared Books and Records and the Non-Shared Books and Records with respect to periods prior to Closing (the "Pre-Closing Books and Records") and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting Party in connection with (i) the preparation of Tax Returns, (ii) compliance with the requirements of any Governmental Authority, (iii) any Excluded Liabilities or (iv) any rights and obligations arising under Article VII, Article VIII or Article X hereof; provided, however, that nothing in this Agreement shall be deemed to obligate either Party to maintain the Pre-Closing Books and Records. Purchaser acknowledges and consents to the retention by Sellers of information made available to Purchaser relating to the Purchased Assets (the "Retained Information"). From and after the Closing Date, Sellers shall, and shall cause their representatives to, treat the Retained Information as strictly confidential (except to the extent compelled to disclose by judicial or administrative process or by other requirements of Law, any stock exchange or any other self-regulatory organization); provided, however, that in no event shall the foregoing restrict any Seller from using or disclosing any Retained Information in connection with any claim arising under or in connection with this Agreement or any Excluded Liabilities.
