Common use of Preservation of Records Clause in Contracts

Preservation of Records. Sellers and Buyer agree that each of them shall preserve and keep the records held by it or their respective Affiliates relating to the Business for a period of three (3) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, Legal Proceedings or Tax audits against or governmental investigations of Sellers or Buyer or any of their Affiliates or in order to enable Sellers or Buyer to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event Sellers, on the one hand, or Buyer, on the other hand, wish to destroy such records after that time, such Party shall first give ninety (90) days’ prior written notice to the other and such other Party shall have the right at its option and expense, upon prior written notice given to such Party within that ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Appears in 14 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement, Asset Purchase Agreement

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Preservation of Records. Sellers Seller and Buyer Purchaser agree that each of them shall preserve and keep the records held by it or their respective Affiliates relating to the Business or the Purchased Assets for a period of three seven (37) years from the Closing Date and shall make such records and personnel through the period ending on the Closing Date available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, Legal Proceedings or Tax audits against or governmental investigations of Sellers Seller, Subsidiary or Buyer Purchaser or any of their Affiliates or in order to enable Sellers Seller or Buyer Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event Sellers, on the one hand, Seller or Buyer, on the other hand, Purchaser wish to destroy such records after that prior to such time, such Party party shall first give ninety thirty (9030) days’ days prior written notice to the other and such other Party party shall have the right at its option and expense, upon prior written notice given to such Party party within that ninety thirty (9030) day period, to take possession of the records within one hundred and eighty sixty (18060) days after the date of such notice.

Appears in 5 contracts

Samples: Asset Purchase Agreement (Ophthalmic Imaging Systems), Asset Purchase Agreement (Ophthalmic Imaging Systems), Asset Purchase Agreement (Ophthalmic Imaging Systems)

Preservation of Records. Sellers Seller and Buyer Purchaser agree that each of them shall preserve and keep the records held by it or their respective Affiliates relating to the Business for a period of three two (32) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, Legal Proceedings or Tax tax audits against or governmental investigations of Sellers Seller or Buyer Purchaser or any of their Affiliates or in order to enable Sellers Seller or Buyer Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event Sellers, on the one hand, Seller or Buyer, on the other hand, wish Purchaser wishes to destroy such records before or after that time, such Party party shall first give ninety (90) days’ days prior written notice to the other and such other Party party shall have the right at its option and expense, upon prior written notice given to such Party party within that such ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Sharper Image Corp), Asset Purchase Agreement, Asset Purchase Agreement (Sharper Image Corp)

Preservation of Records. Sellers Sellers, Parent and Buyer Purchaser agree that each of them shall preserve and keep the records held by it or their respective Affiliates relating to the Business for a period of three seven (37) years from the Closing Date (except as provided below) and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, Legal Proceedings or Tax tax audits against or governmental investigations of Sellers or Buyer Purchaser or any of their Affiliates or in order to enable Sellers or Buyer Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or therebyhereby. In the event Sellers, on the one hand, Sellers or Buyer, on the other hand, wish Purchaser wishes to destroy such records before or after that time, such Party party shall first give ninety (90) days’ days prior written notice to the other and such other Party party shall have the right at its option and expense, upon prior written notice given to such Party party within that such ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Appears in 3 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (American Real Estate Partners L P), Asset Purchase Agreement (Westpoint Stevens Inc)

Preservation of Records. The Sellers and Buyer the Purchaser agree that each of them shall preserve and keep the records held by it or their respective Affiliates them relating to the Business for a period of three five (35) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, Legal Proceedings or Tax audits legal proceedings against or governmental investigations of the Company, Sellers or Buyer the Purchaser or any of their its Affiliates or in order to enable the Sellers or Buyer the Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event Sellers, on the one hand, Sellers or Buyer, on the other hand, wish Purchaser wishes to destroy (or permit to be destroyed) such records after that time, such Party party shall first give ninety thirty (9030) days’ days prior written notice to the other and such other Party party shall have the right at its option and expense, upon prior written notice given to such Party party within that ninety thirty (9030) day period, to take possession of the records within one hundred and eighty sixty (18060) days after the date of such notice.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Apollo Medical Holdings, Inc.), Stock Purchase Agreement (Apollo Medical Holdings, Inc.), Stock Purchase Agreement (Apollo Medical Holdings, Inc.)

Preservation of Records. Sellers Following the Closing, Seller and Buyer Purchaser agree that each of them shall preserve and keep the records held by it them or their respective Affiliates relating to the Business for a period of three seven (37) years from the Closing Date and shall make such records and personnel available to the other Party as may be reasonably required by such party Party in connection with, among other things, any insurance claims by, Legal Proceedings or Tax audits against or governmental investigations by Governmental Bodies of Sellers Seller or Buyer Purchaser or any of their Affiliates or in order to enable Sellers Seller or Buyer Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or therebyhereby. In the event Sellers, on the one hand, or Buyer, on the other hand, wish a Party wishes to destroy (or permit to be destroyed) such records after that time, such Party shall first give ninety (90) days’ prior written notice to the other Party and such other Party shall have the right right, at its sole option and expense, upon prior written notice given to such Party within that such ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Interface Security Systems Holdings Inc), Asset Purchase Agreement (Interface Security Systems, L.L.C.)

Preservation of Records. The Sellers and Buyer Purchaser agree that each of them shall preserve and keep the records held by it them or their respective Affiliates relating to the Business respective businesses of the Company and the Subsidiaries for a period of three (3) seven years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, Legal Proceedings or Tax tax audits against or governmental investigations of the Sellers or Buyer Purchaser or any of their Affiliates or in order to enable the Sellers or Buyer Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event Sellers, on the one hand, Sellers or Buyer, on the other hand, Purchaser wish to destroy such records after that timerecords, such Party party shall first give ninety (90) days’ 90 days prior written notice to the other and such other Party party shall have the right at its option and expense, upon prior written notice given to such Party party within that ninety (90) 90 day period, to take possession of the records within one hundred and eighty (180) 180 days after the date of such notice.

Appears in 2 contracts

Samples: Stock Purchase Agreement (United Components Inc), Stock Purchase Agreement (UCI Holdco, Inc.)

Preservation of Records. Sellers or their successors and Buyer Purchaser agree that each of them shall preserve and keep the records held by it or their respective Affiliates relating to the Business Purchased Assets for a period of three (3) years from one year after the Closing Date (except as provided below) and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, Legal Proceedings or Tax tax audits against or governmental investigations of Sellers or Buyer Purchaser or any of their Affiliates or in order to enable Sellers or Buyer Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or therebyhereby. In the event Sellers, on the one hand, Sellers or Buyer, on the other hand, wish Purchaser wishes to destroy such records after that timebefore or within two years, such Party party shall first give ninety (90) days’ 90 days prior written notice to the other and such other Party party shall have the right at its option and expense, upon prior written notice given to such Party party within that ninety (90) such 90 day period, to take possession of the records within one hundred and eighty (180) 180 days after the date of such notice.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement

Preservation of Records. Sellers Seller and Buyer Purchaser agree that each of them shall preserve and keep the records held by it or their respective Affiliates relating to the Business Purchased Assets for a period of three six (36) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims Claims by, Legal Proceedings or Tax audits against or governmental investigations of Sellers Seller or Buyer Purchaser or any of their Affiliates or in order to enable Sellers Seller or Buyer Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event Sellers, on the one hand, Seller or Buyer, on the other hand, wish Purchaser wishes to destroy such records after that time, such Party party shall first give ninety (90) days’ days prior written notice to the other and such other Party party shall have the right at its option and expense, upon prior written notice given to such Party party within that ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Impinj Inc), Asset Purchase Agreement (Impinj Inc)

Preservation of Records. Sellers and Buyer Purchaser agree that each of them shall preserve and keep the records held by it or their respective Affiliates relating to the Business for a period of three seven (37) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party Party in connection with, among other things, any insurance claims by, Legal Proceedings or Tax tax audits against or governmental investigations of Sellers any Seller or Buyer Purchaser or any of their Affiliates or in order to enable Sellers any Seller or Buyer Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event Sellers, on the one hand, Sellers or Buyer, on the other hand, wish Purchaser wishes to destroy such records before or after that time, such Party shall first give ninety (90) days’ days prior written notice to the other and such other Party shall have the right at its option and expense, upon prior written notice given to such Party within that ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Foot Locker Inc), Asset Purchase Agreement (Footstar Inc)

Preservation of Records. The Sellers and Buyer the Purchaser agree that each of them shall preserve and keep the records held by it or their respective Affiliates relating to the Business business of the Company for a period of three (3) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, Legal Proceedings or Tax audits against or governmental investigations of the Sellers or Buyer the Purchaser or any of their Affiliates or in order to enable the Sellers or Buyer the Purchaser to comply with their respective obligations under this Agreement, the Escrow Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event Sellers, on the one hand, Sellers or Buyer, on the other hand, Purchaser wish to destroy such records after that time, such Party party shall first give ninety (90) days’ days prior written notice to the other and such other Party party shall have the right at its option and expense, upon prior written notice given to such Party party within that ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Appears in 1 contract

Samples: Stock Purchase Agreement (United Stationers Supply Co)

Preservation of Records. Sellers and Buyer Purchaser agree that each of them shall preserve and keep the records held by it or their respective Affiliates relating to the Business for a period of three seven (37) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, Legal Proceedings legal proceedings or Tax tax audits against or governmental investigations of Sellers or Buyer Purchaser or any of their Affiliates or in order to enable Sellers or Buyer Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event Sellers, on the one hand, Sellers or Buyer, on the other hand, wish Purchaser wishes to destroy such records after that time, such Party party shall first give ninety (90) days’ days prior written notice to the other and such other Party party shall have the right at its option and expense, upon prior written notice given to such Party party within that ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Appears in 1 contract

Samples: Asset Purchase Agreement (Headwaters Inc)

Preservation of Records. Sellers Subject to any retention requirements relating to the preservation of Tax records set forth in Section 6.9(d), each Seller and Buyer agree that each of them shall preserve and keep the records held by it or their respective Affiliates them relating to the Business business of the Company and the Subsidiaries for a period of three seven (37) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party Party in connection with, among other things, any insurance claims by, Legal Proceedings or Tax audits against or governmental investigations of Sellers or Buyer or any of their Affiliates or in order to enable Sellers or and Buyer to comply with their respective obligations under this Agreement and each other agreement, document document, or instrument contemplated hereby or thereby. In the event Sellers, on the one hand, either Seller or Buyer, on the other hand, wish Buyer wishes to destroy (or permit to be destroyed) such records (other than Tax records) after that time, such Party shall first give ninety sixty (9060) days’ Business Days prior written notice to the other and such other Party shall have the right at its option and expense, upon prior written notice given to such Party within that ninety sixty (9060) day Business Days period, to take possession of the records within one hundred and eighty twenty (180120) days Business Days after the date of such notice.

Appears in 1 contract

Samples: Share Purchase Agreement (Gp Strategies Corp)

Preservation of Records. Sellers Seller, Purchaser and Buyer the Controlling Shareholders agree that each of them shall preserve and keep the records held by it or their respective Affiliates relating to the Business for a period of three (3) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, Legal Proceedings or Tax audits legal proceedings against or governmental investigations of Sellers Seller or Buyer Purchaser or any of their Affiliates or in order to enable Sellers Seller or Buyer Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event Sellers, on the one hand, Seller or Buyer, on the other hand, wish Purchaser wishes to destroy (or permit to be destroyed) such records after that time, such Party party shall first give ninety (90) days’ days prior written notice to the other and such other Party party shall have the right at its option and expense, upon prior written notice given to such Party party within that ninety (90) ninety-day period, to take possession of the records within one hundred and eighty (180) 180 days after the date of such notice.

Appears in 1 contract

Samples: Asset Purchase Agreement (DXP Enterprises Inc)

Preservation of Records. Sellers or their successors and Buyer Purchaser agree that each of them shall preserve and keep the records held by it or their respective Affiliates relating to the Business Purchased Assets for a period of three (3) years from one year after the Closing Date (except as provided below) and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, Legal Proceedings or Tax tax audits against or governmental investigations of Sellers or Buyer Purchaser or any of their Affiliates or in order to enable Sellers or Buyer Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or therebyhereby. In the event Sellers, on the one hand, Sellers or Buyer, on the other hand, wish Purchaser wishes to destroy such records before or within two years after that time, such Party party shall first give ninety (90) days’ 90 days prior written notice to the other and such other Party party shall have the right at its option and expense, upon prior written notice given to such Party party within that ninety (90) such 90 day period, to take possession of the records within one hundred and eighty (180) 180 days after the date of such notice.

Appears in 1 contract

Samples: Asset Purchase Agreement

Preservation of Records. The Sellers and Buyer the Purchaser agree that each of them shall preserve and keep the records held by it or their respective Affiliates them relating to the Business for a period of three five (35) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, Legal Proceedings or Tax audits legal proceedings against or governmental investigations of the Company, the Sellers or Buyer the Purchaser or any of their its Affiliates or in order to enable the Sellers or Buyer the Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event Sellers, on the one hand, Sellers or Buyer, on the other hand, wish Purchaser wishes to destroy (or permit to be destroyed) such records after that time, such Party party shall first give ninety thirty (9030) days’ days prior written notice to the other and such other Party party shall have the right at its option and expense, upon prior written notice given to such Party party within that ninety thirty (9030) day period, to take possession of the records within one hundred and eighty sixty (18060) days after the date of such notice.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Apollo Medical Holdings, Inc.)

Preservation of Records. Sellers Seller or its successors and Buyer Purchaser agree that each of them shall preserve and keep the records held by it or their respective Affiliates relating to the Business Purchased Assets for a period of three two (32) years from after the Closing Date (except as provided below) and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, Legal Proceedings or Tax tax audits against or governmental investigations of Sellers Seller or Buyer Purchaser or any of their Affiliates or in order to enable Sellers Seller or Buyer Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or therebyhereby. In the event Sellers, on the one hand, Seller or Buyer, on the other hand, wish Purchaser wishes to destroy such records after that timebefore or within two (2) years, such Party party shall first give ninety (90) days’ days prior written notice to the other and such other Party party shall have the right at its option and expense, upon prior written notice given to such Party party within that ninety (such 90) -day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Appears in 1 contract

Samples: Asset Purchase Agreement (Essex Rental Corp.)

Preservation of Records. Sellers Seller and Buyer Purchaser agree that each of them shall preserve and keep the records held by it or their respective Affiliates relating to the Business for a period of three seven (37) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, Legal Proceedings or Tax audits legal proceedings against or governmental investigations of Sellers Seller or Buyer Purchaser or any of their Affiliates or in order to enable Sellers Seller or Buyer Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event Sellers, on the one hand, Seller or Buyer, on the other hand, wish Purchaser wishes to destroy (or permit to be destroyed) such records after that time, such Party party shall first give ninety (90) days’ days prior written notice to the other and such other Party party shall have the right at its option and expense, upon prior written notice given to such Party party within that ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Appears in 1 contract

Samples: Asset Purchase Agreement (Technology Solutions Company)

Preservation of Records. Sellers and Buyer Purchaser agree that each of them shall preserve and keep the records held by it or their respective Affiliates relating to the Business Businesses for a period of three seven (37) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, Legal Proceedings or Tax audits against or governmental investigations of Sellers Seller or Buyer Purchaser or any of their respective Affiliates or in order to enable Sellers such Seller or Buyer Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event Sellers, on the one hand, a Seller or Buyer, on the other hand, wish Purchaser wishes to destroy such records after that time, such Party party shall first give ninety (90) days’ days prior written notice to the other and such other Party party shall have the right at its option and expense, upon prior written notice given to such Party party within that ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Appears in 1 contract

Samples: Asset Purchase Agreement (Impac Medical Systems Inc)

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Preservation of Records. Sellers Seller, Parent and Buyer Purchaser agree that each of them shall preserve and keep the records held by it or their respective Affiliates relating to the Business for a period of three (3) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, Legal Proceedings or Tax audits legal proceedings against or governmental investigations of Sellers Seller, Parent or Buyer Purchaser or any of their Affiliates or in order to enable Sellers Seller, Parent or Buyer Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event Sellers, on the one hand, or Buyer, on the other hand, wish any party wishes to destroy (or permit to be destroyed) such records after that time, such Party party shall first give ninety (90) days’ days prior written notice to the other and such other Party party shall have the right at its option and expense, upon prior written notice given to such Party other party within that ninety (90) ninety-day period, to take possession of the records within one hundred and eighty (180) 180 days after the date of such notice.

Appears in 1 contract

Samples: Asset Purchase Agreement (Core-Mark Holding Company, Inc.)

Preservation of Records. The Sellers and Buyer the Purchaser agree that each of them shall preserve and keep the records held by it or their respective Affiliates them relating to the Business for a period of three four (34) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, Legal Proceedings or Tax audits legal proceedings against or governmental investigations of the Sellers or Buyer the Purchaser or any of their its Affiliates or in order to enable the Sellers or Buyer the Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event Sellers, on the one hand, Sellers or Buyer, on the other hand, wish Purchaser wishes to destroy (or permit to be destroyed) such records after that time, such Party party shall first give ninety thirty (9030) days’ days prior written notice to the other and such other Party party shall have the right at its option and expense, upon prior written notice given to such Party party within that ninety thirty (9030) day period, to take possession of the records within one hundred and eighty sixty (18060) days after the date of such notice.

Appears in 1 contract

Samples: Asset Purchase Agreement (Goodman Networks Inc)

Preservation of Records. Sellers Sellers, Parent and Buyer Purchaser agree that each of them shall preserve and keep the records held by it or their respective Affiliates relating to the Business for a period of three (3) seven years from the Closing Date (except as provided below) and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, Legal Proceedings or Tax tax audits against or governmental investigations of Sellers or Buyer Purchaser or any of their Affiliates or in order to enable Sellers or Buyer Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or therebyhereby. In the event Sellers, on the one hand, Sellers or Buyer, on the other hand, wish Purchaser wishes to destroy such records before or after that time, such Party party shall first give ninety (90) days’ 90 days prior written notice to the other and such other Party party shall have the right at its option and expense, upon prior written notice given to such Party party within that ninety (90) such 90 day period, to take possession of the records within one hundred and eighty (180) 180 days after the date of such notice.

Appears in 1 contract

Samples: Asset Purchase Agreement (Westpoint Stevens Inc)

Preservation of Records. Sellers Seller and Buyer Purchaser agree that each of them shall preserve and keep the records held by it or their respective Affiliates following the Closing relating to the Business for a period of three (3) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, Legal Proceedings or Tax audits against or governmental investigations of Sellers Seller or Buyer Purchaser or any of their Affiliates or in order to enable Sellers Seller or Buyer Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event Sellers, on the one hand, Seller or Buyer, on the other hand, wish Purchaser wishes to destroy (or permit to be destroyed) such records after that time, such Party party shall first give ninety (90) days’ days prior written notice to the other and such other Party party shall have the right at its option and expense, upon prior written notice given to such Party party within that ninety (90) ninety-day period, to take possession of the records within one hundred and eighty (180) 180 days after the date of such notice.

Appears in 1 contract

Samples: Asset Purchase Agreement (Exabyte Corp /De/)

Preservation of Records. Sellers The Seller and Buyer Purchaser agree that each of them shall preserve and keep the records held by it them or their respective Affiliates relating to the Business for a period of three seven (37) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, Legal Proceedings or Tax audits legal proceedings against or governmental investigations of Sellers the Seller or Buyer Purchaser or any of their Affiliates or in order to enable Sellers the Seller or Buyer Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event Sellers, on the one hand, Seller or Buyer, on the other hand, wish Purchaser wishes to destroy (or permit to be destroyed) such records after that time, such Party party shall first give ninety (90) days’ days prior written notice to the other and such other Party party shall have the right at its option and expense, upon prior written notice given to such Party party within that ninety (90) ninety-day period, to take possession of the records within one hundred and eighty (180) 180 days after the date of such notice.

Appears in 1 contract

Samples: Asset Purchase Agreement (Lighting Science Group Corp)

Preservation of Records. Sellers Seller and Buyer Purchaser agree that each of them ----------------------- shall preserve and keep the records held by it or their respective Affiliates relating to the Business for a period of three seven (37) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, Legal Proceedings legal proceedings or Tax tax audits against or governmental investigations of Sellers Seller or Buyer Purchaser or any of their Affiliates or in order to enable Sellers Seller or Buyer Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event Sellers, on the one hand, Seller or Buyer, on the other hand, wish Purchaser wishes to destroy such records after that time, such Party party shall first give ninety (90) days’ days prior written notice to the other and such other Party party shall have the right at its option and expense, upon prior written notice given to such Party party within that ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Appears in 1 contract

Samples: Asset Purchase Agreement (Agway Inc)

Preservation of Records. Sellers The Seller and Buyer the Purchaser agree that each of them shall preserve and keep the records held by it or their respective Affiliates them relating to the Business for a period of three five (35) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, Legal Proceedings or Tax audits legal proceedings against or governmental investigations of Sellers the Company, the Seller or Buyer the Purchaser or any of their its Affiliates or in order to enable Sellers the Seller or Buyer the Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event Sellers, on the one hand, Seller or Buyer, on the other hand, wish Purchaser wishes to destroy (or permit to be destroyed) such records after that time, such Party party shall first give ninety thirty (9030) days’ days prior written notice to the other and such other Party party shall have the right at its option and expense, upon prior written notice given to such Party party within that ninety thirty (9030) day period, to take possession of the records within one hundred and eighty sixty (18060) days after the date of such notice.

Appears in 1 contract

Samples: Stock Purchase Agreement (Apollo Medical Holdings, Inc.)

Preservation of Records. Sellers and Buyer agree that each of them shall preserve and keep the records held by it or their respective Affiliates relating to the Business Purchased Intellectual Property for a period of three (3) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, Legal Proceedings or Tax audits against or governmental investigations of Sellers or Buyer or any of their Affiliates or in order to enable Sellers or Buyer to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event Sellers, on the one hand, or Buyer, on the other hand, wish to destroy such records after that time, such Party shall first give ninety (90) days’ prior written notice to the other and such other Party shall have the right at its option and expense, upon prior written notice given to such Party within that ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Appears in 1 contract

Samples: Asset Purchase Agreement

Preservation of Records. Sellers Seller and Buyer Purchaser agree that each of them shall preserve and keep the records held by it or their respective Affiliates relating to the Business for a period of three seven (37) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, Legal Proceedings or Tax tax audits against or governmental investigations of Sellers Parent, Seller or Buyer Purchaser or any of their Affiliates or in order to enable Sellers Seller or Buyer Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event Sellers, on the one hand, Seller or Buyer, on the other hand, wish Purchaser wishes to destroy such records after that time, such Party party shall first give ninety (90) days’ days prior written notice to the other and such other Party party shall have the right at its option and expense, upon prior written notice given to such Party party within that ninety (90) day period, to take possession of the records within one hundred and eighty (180) 180 days after the date of such notice.

Appears in 1 contract

Samples: Asset Purchase Agreement (Hollywood Media Corp)

Preservation of Records. Sellers Seller and Buyer Purchaser agree that each of them shall preserve and keep the records held by it or their respective Affiliates relating to the Business for a period of three seven (37) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party Party in connection with, among other things, any insurance claims by, Legal Proceedings or Tax tax audits against or governmental investigations of Sellers Seller or Buyer Purchaser or any of their Affiliates or in order to enable Sellers Seller or Buyer Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event Sellers, on the one hand, Seller or Buyer, on the other hand, wish Purchaser wishes to destroy such records after that time, such Party shall first give ninety (90) days’ days prior written notice to the other and such other Party shall have the right at its option and expense, upon prior written notice given to such Party within with that ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Appears in 1 contract

Samples: Stock Purchase Agreement (Quovadx Inc)

Preservation of Records. Sellers and Buyer Purchaser agree that each of them shall preserve and keep the records held by it or their respective Affiliates relating to the Business for a period of three seven (37) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, Legal Proceedings or Tax tax audits against or governmental investigations of Sellers or Buyer Purchaser or any of their Affiliates or in order to enable Sellers or Buyer Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event Sellers, on the one hand, Sellers or Buyer, on the other hand, wish Purchaser wishes to destroy such records before or after that time, such Party party shall first give ninety (90) days’ days prior written notice to the other and such other Party party shall have the right at its option and expense, upon prior written notice given to such Party party within that such ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Appears in 1 contract

Samples: Asset Purchase Agreement (Station Casinos LLC)

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