Preservation of and Access to Records. The Purchaser shall preserve all books and records of the Company transferred as part of the Assets for a period of six (6) years after the Closing Date; provided, however, the Purchaser may destroy any part or parts of such records upon obtaining written consent of the Company for such destruction, which consent shall not be unreasonably withheld, delayed or conditioned. Such records shall be made available to the Company and its representatives at all reasonable times during normal business hours of the Purchaser during said six-year period with the right at its expense to make abstracts from and copies thereof.
Preservation of and Access to Records. All books and records of Seller and ICL conveyed to Purchaser hereunder shall be preserved by Purchaser for a period of six (6) years after the Date of Closing; provided, however, Purchaser may destroy any part or parts of such records upon obtaining written consent of Seller for such destruction, which consent shall not be unreasonably withheld. Such records shall be made available to Seller and ICL and their representatives at all reasonable times during normal business hours of Purchaser during such six-year period with the right at their expense to make abstracts from and copies thereof, but only after execution of a confidentiality agreement in a form, and concerning matters, reasonably requested by Purchaser and in any event such records may only be used by Seller and ICL for purposes which are not harmful to Purchaser or its affiliates. Purchaser may return such records to Seller and ICL at any time, and Purchaser's obligations to preserve or make available such records shall then terminate. In addition, from and after the Date of Closing, Seller and ICL will each afford to Purchaser and its attorneys, accountants and other representatives access, during normal business hours, to such personnel, books and records that Seller or ICL retains relating to the Assets and the Cellular Business, including those assets described in Section 1.2(c), as may reasonably be required in connection with the preparation of financial information or the filing of tax returns and will cooperate in all reasonable respects with the other party in connection with claims and litigation asserted by or against third parties, relating to the transactions contemplated hereby. In the event Seller or ICL is unable to provide documentation, instruments or agreements specified in Section 12.2 hereof prior to the Date of Closing and the parties nonetheless close the transaction contemplated by this Agreement, Seller or ICL shall provide such documentation, instruments or agreements to Purchaser as promptly as is practicable, but in any event, within two years of the Date of Closing.
Preservation of and Access to Records. All books and records of Seller, Licensee and Shareholder conveyed to Purchaser hereunder shall be preserved by Purchaser for a period of six (6) years after the Date of Closing; provided, however, Purchaser may destroy any part or parts of such records upon obtaining written consent of Shareholder for such destruction, which consent shall not be unreasonably withheld. Such records shall be made available to Seller, Licensee and Shareholder and their representatives at all reasonable times during normal business hours of Purchaser during said six-year period with the right at their expense to make abstracts from and copies thereof. Purchaser may return such records to Seller, Licensee and Shareholder at any time and Purchaser's obligation to preserve or make available such records shall thereupon terminate.
Preservation of and Access to Records. The Purchaser shall preserve or cause the Company and the Subsidiaries to preserve all books and records of the Company and the Subsidiaries for a period of six (6) years after the Closing Date, or any later date of retention required by Applicable Law; PROVIDED, HOWEVER, the Purchaser may destroy any part or parts of such records upon obtaining written consent of the Shareholder for such destruction, which consent may be withheld in the Shareholder's absolute discretion. Such records shall be made available to the Shareholder and its representatives at all reasonable times during normal business hours of the Company and/or the Subsidiaries, as applicable, during said six-year period with the right at the Shareholder's expense to make abstracts from and copies thereof.
Preservation of and Access to Records. Buyer agrees that it shall preserve and keep the records of the Company delivered to it hereunder for period of five (5) years from the Closing, or for any longer period as may be required by any governmental agency or ongoing litigation, and shall make such records available to Seller and its affiliates as may be reasonably required by Seller and its affiliates in connection with any legal proceedings against or governmental investigations of Seller or its affiliates or in connection with any tax examination of Seller or its affiliates. In the event Buyer wishes to destroy such records after that time, it shall first give 90 days' prior written notice to Seller and Seller shall have the right at its option, upon prior written notice given to Buyer within said 90-day period, to take possession of said records within 180 days after the date of Seller's notice to Buyer hereunder.
Preservation of and Access to Records. Purchaser shall preserve or cause Company to preserve all books and records of Company for a period of nine (9) years after the later of Closing Date, or the filing date of any Company tax return due post-closing or any later date of retention required by Applicable Law; provided, however, Purchaser may destroy any part or parts of such records upon obtaining written consent of Seller for such destruction, which consent may be withheld in Seller’s absolute discretion. Such records shall be made available to Seller and its representative at all reasonable times during normal business hours of Company, during said retention period with the right at Seller’s expense to make abstracts from and copies thereof.
Preservation of and Access to Records. The Purchaser shall preserve or cause the Companies to preserve all books and records of the Companies for a period of six (6) years after the Closing Date; provided, however, the Purchaser may destroy any part or parts of such records upon obtaining written consent of the Shareholders' Agent for such destruction, which consent shall not be unreasonably withheld. Such records shall be made available to the Shareholders' Agent, the Shareholders and their representatives at all reasonable times during normal business hours of the Companies during said six-year period with the right, at its expense, to make abstracts from and copies thereof.
Preservation of and Access to Records. The Purchaser shall preserve all books and records of the Company transferred as part of the Assets for a period of six (6) years after the Closing Date; provided, however, the Purchaser may (i) destroy any part or parts of such records upon obtaining written consent of the Company for such destruction, which consent shall not be unreasonably withheld, delayed or conditioned, or (ii) return to the Company or the Company Parent such records in lieu of such preservation. Such records shall be made available to the Company and its representatives at all reasonable times during normal business hours of the Purchaser during said six-year period with the right at its expense to make abstracts from and copies thereof. 13.3
Preservation of and Access to Records. The Purchaser shall take all reasonable steps to preserve and keep the records of the Acquired Companies, the Company and each of the Subsidiaries, including the Books and Records, for a period of six years from the Closing Date, or for any longer period as may be required by any Laws or Governmental Authority, and shall make such records available to the Vendor as may be reasonably required by it. The Vendor acknowledges that the Purchaser shall not be liable to the Vendor in the event of any accidental destruction of such records, caused otherwise than by the gross negligence of the Purchaser.
Preservation of and Access to Records. The Purchaser shall preserve or cause the Company to preserve all books and records of the Company existing on the Closing Date for a period of six (6) years after the Closing Date, or any later date of retention required by Applicable Law; provided, however, the Purchaser may destroy any part or parts of such records upon obtaining written consent of the Shareholder for such destruction, which consent may be withheld in the Shareholder’s absolute discretion. Such records shall be made available to the Shareholder and its representatives at all reasonable times during normal business hours of the Company during said six (6) year period with the right at the Shareholder’s expense to make abstracts from and copies thereof. The Shareholder and its Affiliates shall preserve all books and records pertaining to the Company in the possession of it or any Affiliate and existing on the Closing Date for a period of six (6) years after the Closing Date, or any later date of retention required by Applicable Law; provided, however, the Shareholder and its Affiliates may destroy any part or parts of such records upon obtaining written consent of the Purchaser for such destruction, which consent may be withheld in the Purchaser’s absolute discretion. Such records shall be made available to the Purchaser and its representatives at all reasonable times during normal business hours of the Shareholder during said six (6) year period with the right at the Purchaser’s expense to make abstracts from and copies thereof.
