Common use of Preservation of Books and Records Clause in Contracts

Preservation of Books and Records. Parent and its Affiliates shall have the right to retain copies of all books and records of the Acquired Stores relating to periods ending on or prior to the Closing Date. Buyer agrees that it shall preserve and keep, or cause to be preserved and kept, all original books and records in respect of the Acquired Stores in the possession of Buyer or its Affiliates for the longer of (a) any applicable statute of limitations and (b) a period of seven (7) years from the final Subsequent Closing Date. During such period, (x) Representatives of Seller and its Affiliates shall, upon reasonable notice and for any reasonable business purpose, have access during normal business hours to examine, inspect and copy such books and records and (y) Buyer shall provide, or cause to be provided to, Seller or its Affiliates, access to such original books and records of the Acquired Stores as Seller or its Affiliates shall reasonably request in connection with any Action to which Seller or any of its Affiliates are parties or in connection with the requirements of any Law applicable to Seller or any of its Affiliates. Seller or its Affiliates, as applicable, shall return such original books and records to Buyer as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence. After such seven-year or longer period, before Buyer or any of its Affiliates shall dispose of any of such books and records, Buyer shall give at least ninety (90) days’ prior written notice of such intention to dispose to Seller, and Seller or any of its Affiliates shall be given an opportunity, at its cost and expense, to remove and retain all or any part of such books and records as it may elect. If so requested by Buyer, Seller or any of its Affiliates shall enter into a customary joint defense agreement with Buyer or its Affiliates with respect to any information to be provided to Seller or its Affiliates pursuant to this Section 5.03.

Preservation of Books and Records. Parent and its Affiliates The Seller Group shall have the right to retain copies a copy of all books and records of the Acquired Stores PP&S Business constituting Purchased Assets to the extent relating to periods ending on or prior to the Closing Date. Buyer agrees that it Purchaser shall preserve and keep, or cause to be preserved and kept, all original books and records in respect of the Acquired Stores PP&S Business to the extent included in the Purchased Assets delivered to Purchaser at Closing in the possession of Buyer Purchaser or its Affiliates Subsidiaries for the longer of (a) any applicable statute of limitations and (b) a period of seven (7) years from the final Subsequent Closing Date. During such period, (x) Representatives of the Seller Group and its Affiliates Representatives shall, upon reasonable prior notice and for any reasonable business purposepurpose (including the preparation of Tax Returns, claims relating to Excluded Liabilities, the preparation of financial statements or United States Securities and Exchange Commission reporting obligations (in each case, other than the determination of any matter relating to the rights or obligations of the Seller Group under any of the Transaction Agreements), and except as reasonably determined in good faith by Purchaser after consultation with outside counsel to be necessary to (i) ensure compliance with any applicable Law or (ii) preserve any applicable privilege (including the attorney-client privilege)), have access during normal business hours to examine, inspect and copy such books and records and (y) Buyer Purchaser shall provide, or cause to be provided to, the Seller or Group and its AffiliatesRepresentatives, access to such original books and records of as the Acquired Stores as Seller or its Affiliates Group shall reasonably request in connection with any Action to which the Seller or Group is a party (and to which neither Purchaser nor any of its Affiliates are parties is a party) or in connection with the requirements of any Law applicable to the Seller or any of its Affiliates. Seller or its Affiliates, as applicable, shall return such original books and records to Buyer as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentenceGroup. After such seven-year or longer period, before Buyer Purchaser or any of its Affiliates Subsidiaries shall dispose of any of such books and records, Buyer Purchaser shall give at least ninety (90) 90 days’ prior written notice of such intention to dispose to Seller, and Seller or any of its Affiliates shall be given an opportunity, at its cost and expense, to remove and retain all or any part of such books and records as it may elect. If Seller shall, and shall cause its controlled Affiliates to, preserve and keep, the Excluded Employee Records in the possession of the Seller Group in a manner consistent with the Seller Group’s past practices to the extent permitted by applicable Law. For so requested by Buyerlong as such records are preserved, Seller shall provide, or any of its Affiliates shall enter into a customary joint defense agreement with Buyer or its Affiliates with respect to any information cause to be provided to, Purchaser and its Representatives, access to Seller such Excluded Employee Records as Purchaser shall reasonably request for any reasonable business purpose (including in connection with any Action to which Purchaser or its Affiliates pursuant Subsidiaries (including the Purchased Entities), the Purchased Assets, the Assumed Liabilities or the PP&S Business are subject or in connection with the requirements of any Law applicable to this Section 5.03the PP&S Business, the Purchased Assets or the Assumed Liabilities).

Preservation of Books and Records. Parent (a) GE and its Affiliates shall have the right to retain copies of all books and records of the Acquired Stores Business relating to periods ending on or prior to the Closing Date. Buyer The Acquiror agrees that it shall preserve and keep, or cause to be preserved and kept, all original books and records in respect of the Acquired Stores Business in the possession of Buyer the Acquiror or its Affiliates for the longer of (a) any applicable statute of limitations and (b) a period of seven (7) six years from the final Subsequent Closing Date. During such six-year or longer period, (x) Representatives of Seller and its Affiliates the Acquiror shall, upon reasonable notice and for any reasonable business purposeprior notice, have access during normal business hours to examine, inspect and copy such books and records and (y) Buyer shall provideprovide GE with, or cause to be provided toto GE, Seller or its Affiliates, access to such original books and records of the Acquired Stores as Seller Business then in possession of Acquiror or its Affiliates as GE shall reasonably request in connection with any Action to which Seller GE or any of its Affiliates are parties or in connection with the requirements of any Law applicable to Seller or any of its Affiliates. Seller GE or its Affiliates; provided, as applicablehowever, that such request shall not be permitted in connection with litigation between the Sellers and the Acquiror. GE shall promptly reimburse the Acquiror for all reasonable out-of-pocket costs, for a pro-rata portion of the salary (including fringe benefits with such pro-rata portion determined based upon the time spent in connection with responding to any requests made pursuant to this Section 5.03 and for reasonable travel and subsistence expenses relating to cooperation of any person who assists in responding to such request; provided, however, if requested by GE, prior to incurring any costs or expenses, the Acquiror shall provide GE with a good faith estimate of any such costs and expenses to be incurred by the Acquiror in connection with the fulfillment of its obligations arising under this Section 5.03. GE shall return such original books and records to Buyer the Acquiror or such Affiliate as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence. After such seven-year or longer period, before Buyer or any of its Affiliates shall dispose of any of such books and records, Buyer shall give at least ninety (90) days’ prior written notice of such intention to dispose to Seller, and Seller or any of its Affiliates shall be given an opportunity, at its cost and expense, to remove and retain all or any part of such books and records as it may elect. If so requested by Buyerthe Acquiror, Seller or any of its Affiliates GE shall enter into a customary joint defense agreement with Buyer the Acquiror or its Affiliates such Affiliate with respect to any information to be provided to Seller or its Affiliates GE pursuant to this Section 5.03.

Preservation of Books and Records. Parent The GE Parties and its their Affiliates shall have the right to retain copies of all books and records of RMS, the Acquired Stores Company and its Subsidiaries relating to periods ending on or prior to the Closing Date. Buyer The Acquiror agrees that it shall preserve and keep, keep or cause to be preserved and kept, kept all original books and records in respect of RMS, the Acquired Stores Company and its Subsidiaries in the possession of Buyer the Acquiror or its Affiliates for the longer of (a) any applicable statute of limitations and (b) a period of seven (7) six years from the final Subsequent Closing Date. During such six-year or longer period, (x) Representatives of Seller and its Affiliates the GE Parties shall, upon reasonable notice and for any reasonable business purpose, have access during normal business hours to examine, inspect and copy such books and records and (y) Buyer records. During such six-year period, the Acquiror shall provideprovide the GE Parties with, or cause to be provided toto the GE Parties, Seller or its Affiliates, access to such original books and records of RMS, the Acquired Stores Company as Seller or its Affiliates the GE Parties shall reasonably request in connection with any Action to which Seller or any of its Affiliates the GE Parties are parties or in connection with the requirements of any Law applicable to Seller or any of its Affiliatesthe GE Parties. Seller or its Affiliates, as applicable, The GE Parties shall return such original books and records to Buyer the Acquiror or such Affiliate as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence. After such sevensix-year or longer period, before Buyer the Acquiror or any of its Affiliates Affiliate shall dispose of any of such books and records, Buyer the Acquiror shall give at least ninety (90) 90 days’ prior written notice of such intention to dispose to Sellerthe GE Parties, and Seller or any of its Affiliates the GE Parties shall be given an opportunity, at its their cost and expense, to remove and retain all or any part of such books and records as it the GE Parties may elect. If so requested by Buyerthe Acquiror, Seller or any of its Affiliates the GE Parties shall enter into a customary joint defense agreement with Buyer the Acquiror or its Affiliates such Affiliate with respect to any information to be provided to Seller or its Affiliates the GE Parties pursuant to this Section 5.03Section.

Preservation of Books and Records. Parent Seller and its Affiliates shall have the right to retain copies of all books and records of the Acquired Stores Business relating to periods ending on or prior to the Closing Date. Buyer Purchaser agrees that it shall preserve and keep, or cause to be preserved and kept, all original books and records in respect of the Acquired Stores Business in the possession of Buyer Purchaser or its Affiliates for the longer of (a) any applicable statute of limitations and (b) a period of seven six (76) years from the final Subsequent Closing Date. During such period, (x) Representatives of Seller and its Affiliates shall, upon reasonable notice and for any reasonable business purpose, have access during normal business hours to examine, inspect and copy such books and records and (y) Buyer Purchaser shall provide, or cause to be provided to, Seller or its Affiliates, access to such original books and records of the Acquired Stores Business as Seller or its Affiliates shall reasonably request in connection with any Action to which Seller or any of its Affiliates are parties or in connection with the requirements of any Law applicable to Seller or any of its Affiliates. Seller or its Affiliates, as applicable, shall return such original books and records to Buyer Purchaser as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence. After such sevensix-year or longer period, before Buyer Purchaser or any of its Affiliates shall dispose of any of such books and records, Buyer Purchaser shall give at least ninety (90) days’ prior written notice of such intention to dispose to Seller, and Seller or any of its Affiliates shall be given an opportunity, at its cost and expense, to remove and retain all or any part of such books and records as it may elect. If so requested by BuyerPurchaser, Seller or any of its Affiliates shall enter into a customary joint defense agreement with Buyer Purchaser or its Affiliates with respect to any information to be provided to Seller or its Affiliates pursuant to this Section 5.035.02. SectionV.3.

Preservation of Books and Records. Parent The Sellers and its their Affiliates shall have the right to retain copies of all books and records of the Acquired Stores Business relating to periods ending on or prior to the Closing DateDate provided that such books and records are kept confidential in accordance with its normal confidentiality procedures. Buyer The Acquiror agrees that it shall preserve and keep, or cause to be preserved and kept, all original books and records in respect of the Acquired Stores Business in the possession of Buyer the Acquiror or its Affiliates for the longer of (ai) any applicable statute of limitations and (bii) a period of seven (7) six years from the final Subsequent Closing Date. During such six-year or longer period, (x) Representatives of Seller the Sellers and its their Affiliates shall, upon reasonable notice and for any reasonable business purpose, have access during normal business hours to examine, inspect and copy such books and records and (y) Buyer records. During such six-year or longer period, the Acquiror shall provide, or cause to be provided to, Seller the Sellers or its their Affiliates, access to such original books and records of the Acquired Stores Business as Seller the Sellers or its their Affiliates shall reasonably request in connection with any Action to which Seller the Sellers or any of its their Affiliates are parties or in connection with the requirements of any Law applicable to Seller the Sellers or any of its their Affiliates. Seller or its Affiliates, as applicable, shall return such original books and records to Buyer as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence. After such sevensix-year or longer period, before Buyer the Acquiror or GE, as the case may be, or any of its Affiliates Affiliate thereof, shall dispose of any of such books and records, Buyer such party shall give at least ninety (90) 90 days’ prior written notice of such intention to dispose to Sellerthe other party, and Seller the other party or any of its Affiliates shall be given an opportunity, at its their cost and expense, to remove and retain all or any part of such books and records as it may elect. If so requested by BuyerGE or the Acquiror, Seller or any of GE and the Acquiror and its Affiliates Affiliate shall enter into a customary joint defense and confidentiality agreement with Buyer or its Affiliates with respect to any information to be provided to Seller or its Affiliates pursuant to this Section 5.03.

Preservation of Books and Records. Parent From and its Affiliates shall have after the right to retain copies Closing, the Sellers and the Buyer agree that each of all books and records of the Acquired Stores relating to periods ending on or prior to the Closing Date. Buyer agrees that it them shall preserve and keep, or cause to be preserved and kept, all original pre-Closing books and records in respect of (collectively, “Records”) held by them or their Affiliates relating to the Acquired Stores in the possession of Buyer or its Affiliates Business for the longer of (a) any applicable statute of limitations and (b) a period of seven six (76) years from the final Subsequent Closing Date. During such six-year or longer period, (x) Representatives of Seller and its Affiliates the Sellers or the Buyer shall, upon reasonable notice and for any reasonable business purposenotice, have access (except to the extent such access would (x) be likely to result in the loss of any attorney-client privilege of the disclosing party, except to the extent that such privilege may be preserved by entering into a common interest or similar agreement for the purposes of preserving such privilege, or (y) contravene or violate any Law), during normal regular business hours hours, at the sole cost of the requesting party, to examine, inspect and copy such books and records and (y) Buyer shall provide, or cause to be provided to, Seller or its Affiliates, access to such original books and records of the Acquired Stores as Seller or its Affiliates shall reasonably request Records in connection with (i) the preparation of Tax Returns or responding to or disputing any Tax inquiry, audit or assessment, (ii) preparing required reports to Governmental Authorities (including the U.S. Securities and Exchange Commission (“SEC”)), (iii) any Action to which Seller the requesting party or any of its Affiliates are parties or in connection with (iv) the requirements of any Law applicable to Seller the requesting party or any of its Affiliates. Seller In addition, upon the request of the Buyer, the Sellers shall promptly provide (except to the extent such access would result in the loss of any attorney-client privilege of the Sellers or its Affiliatestheir Affiliates based on the written opinion of outside counsel, which privilege cannot be cured by entering into a common interest agreement or similar agreement) to Buyer copies of the Privileged Validity Materials, and the Buyer and Sellers shall execute a common interest agreement or similar agreement in connection therewith in form reasonably acceptable to the Buyer and the Sellers. The requesting party shall return or destroy, as applicablemay be requested by the other party, shall return all copies of such original books and records to Buyer Records as soon as such books and records Records are no longer needed in connection with the circumstances described in the immediately preceding sentence. After such seven-year or longer period, before Buyer or any of its Affiliates shall dispose of any of such books and records, Buyer shall give at least ninety (90) days’ prior written notice of such intention to dispose to Seller, and Seller or any of its Affiliates shall be given an opportunity, at its cost and expense, to remove and retain all or any part of such books and records as it may elect. If so requested by Buyerany party, Seller the Sellers, the Buyer or any of its Affiliates their Affiliates, as applicable, shall enter into a customary joint defense agreement with Buyer or its the other party and their Affiliates with respect to any information to be provided to Seller or its Affiliates pursuant to this Section 5.03.