Records and Personnel. (a) The Member Representative may, following the Closing, retain copies of the Company’s Records, including Records stored on computer disks or tapes or any other storage medium, as the Member Representative is reasonably likely to need in connection with any accounting, auditing and Tax requirements, any Legal Requirements and any claims or Proceedings relating in whole or in part to the Members or the Company. The Parent shall cause the Surviving Company to retain (i) the pre-Closing Records of the Company for a period of at least three (3) years following the Closing, and (ii) post-Closing Records of the Surviving Company in accordance with the Surviving Company’s standard records retention policy. Following the expiration of such three (3) year period, the Surviving Company may dispose of any Company Records provided that the Parent gives the Member Representative at least thirty (30) days’ prior written notice of any such disposition, and if requested by the Member Representative, delivers any such Records as the Member Representative may request. During the period in which the Surviving Company maintains such Records, upon reasonable notice and request by the Member Representative, the Surviving Company, during normal business hours, shall permit the Member Representative or any of its Agents to examine, copy and make extracts from all Records, at the cost and expense of the Member Representative, as the Member Representative and such Agents are reasonably likely to need in connection with any accounting, auditing and Tax requirements, any Legal Requirements and any claims or Proceedings relating in whole or in part to the Members or the Company.
Records and Personnel. (a) Parent shall cause the Surviving Corporation to retain the Records of the Company for a period of at least seven (7) years following the Closing and any other Records of the Company for the period prior to the Closing in accordance with the Company’s standard records retention policy. During the period in which the Surviving Corporation maintains such Records, upon reasonable notice and request by the Stockholders’ Representative, the Surviving Corporation, during normal business hours, shall permit the Stockholders’ Representative or any of its Representatives to examine, copy and make extracts from all Records, all without cost, surcharge or expense other than reasonable copy charges, as the Stockholders’ Representative and such Representatives are reasonably likely to need in connection with any accounting, auditing and Tax requirements, any Legal Requirements and any claims or Legal Proceedings relating in whole or in part to the Effective Time Holders, the Company or a Subsidiary of the Company, including any financial reporting obligation and in connection with any other such matter as may be reasonably requested by the Stockholders’ Representative.
Records and Personnel. (a) The Company Agent may, following the Closing, retain one (1) copy of the Company’s and its Subsidiaries’ Records contained in the Company’s virtual dataroom as of the Closing Date, such Records to be held subject to the confidentiality provisions of this Agreement, provided that such Records may be used only in furtherance of the terms of this Agreement or otherwise in connection with any dispute between the parties arising out of or relating to the Transactions. Parent shall cause the Surviving Company to retain the Records of the Company for a period of at least six (6) years following the Closing and any other Company Records for the period prior to the Closing in accordance with the Company’s standard records retention policy. Following the expiration of such six (6) year period, the Surviving Company may dispose of such delivered Records. During the period in which the Surviving Company maintains such Records, upon reasonable notice and request by the Company Agent, the Surviving Company, during normal business hours, shall permit the Company Agent or any of its Representatives to examine, copy and make extracts from all Records (or provide electronic access if available), all without cost, surcharge or expense to the Surviving Company, as the Company Agent and such Representatives are reasonably likely to need in connection with any accounting, auditing and Tax requirements, any Legal Requirements and any claims or Legal Proceedings relating in whole or in part to the Effective Time Holders, the Company or a Subsidiary of the Company, including any financial reporting obligation and in connection with any other such matter as may be reasonably requested by the Company Agent; provided, however, that (i) the activities of the Company Agent and its Representatives shall be conducted in such a manner as not to interfere unreasonably with the operation of the businesses of Parent and the Surviving Company and (ii) in no event shall the Surviving Company be required to furnish the Company Agent or its Representatives with any documents or information that (A) Parent, the Surviving Company or any of their Subsidiaries are required by Legal Requirement, Governmental Order or Contract to keep confidential or (B) would reasonably be expected to jeopardize the status of such document or information as privileged, work product or as a trade secret.
Records and Personnel. The Seller Representative may, following the Closing, retain copies of the Merging Companies’ Records, including Records stored on computer disks or tapes or any other storage medium, as the Seller Representative is reasonably likely to need in connection with any accounting, auditing and Tax requirements, any Legal Requirements and any claims or Proceedings relating in whole or in part to the Sellers or any of the Merging Companies. Except to the extent reasonably necessary in connection with the foregoing, the Seller Representative shall treat all such records and the information therein as strictly confidential and shall use reasonable best efforts to prevent the disclosure thereof.
Records and Personnel. (a) The Seller may, following the Closing, retain copies of the Company’s Records, including Records stored on computer disks or tapes or any other storage medium, as the Seller is reasonably likely to need in connection with any accounting, auditing and Tax requirements, any Legal Requirements and any claims or Proceedings relating in whole or in part to the Seller or the Company. The Buyer shall cause the Company to retain the Records of the Company for a period of at least four (4) years following the Closing and any other Company Records for the period prior to the Closing in accordance with the Company’s standard records retention policy. Following the expiration of such four (4) year period, the Company may dispose of such delivered Records provided that the Buyer gives the Seller at least thirty (30) days’ prior notice of any such disposition, and if requested by the Seller, delivers any of such Records as the Seller may request. During the period in which the Company maintains such Records, upon reasonable notice and request by the Seller, the Company, during normal business hours, shall permit the Seller or any of its Agents to examine, copy and make extracts from all Records, at the cost and expense of the Seller, as the Seller and such Agents are reasonably likely to need in connection with any accounting, auditing and Tax requirements, any Legal Requirements and any claims or Proceedings relating in whole or in part to the Seller, or the Company.
Records and Personnel. The Green Entities may, following the Closing, retain copies of the Transferred Entities’ (as defined below) books, records, materials and information including, without limitation, tenant records, personnel and payroll records, accounting records, purchase and sale records, price lists and correspondence, wherever located (the “Records”), including Records stored on computer disks or tapes or any other storage medium, as the Green Entities are reasonably likely to need in connection with their obligations pertaining to any accounting, auditing, or tax requirements and any claims or legal proceedings relating in whole or in part to the Transferred Entities. The Sun Parties shall use their commercially reasonable efforts to cause the Transferred Entities to retain the Records for a period of six (6) years following the Closing. Following the expiration of such six (6) year period, the Transferred Entities may dispose of such Records provided that the Sun Parties give the Green Entities at least thirty (30) days’ prior written notice of any such disposition, and if requested by the Green Entities, deliver to the Green Entities any of such Records as the Green Entities may request. During the period in which the Transferred Entities maintain such Records, upon reasonable notice and request by the Green Entities, the Sun Parties, during normal business hours, shall permit the Green Entities or any of their representatives to examine, copy and make extracts from all Records, all without cost, surcharge or expense other than reasonable copy charges, as the Green Entities and such representatives are reasonably likely to need in connection with any accounting, auditing and tax requirements, any applicable legal requirements and any claims or legal proceedings relating in whole or in part to the Green Entities or the Transferred Entities, including, but not limited to, any financial reporting obligation and in connection with any other such matter as may be reasonably requested by the Green Entities.
