Records Preservation. Subject to the requirements of this Section 5.03, the Sellers and their respective Affiliates shall have the right to retain copies of all books and records Related to the Business relating to periods ending on or prior to the Closing Date. The parties hereto shall preserve and keep, or cause to be preserved and kept, all original books and records Related to the Business and any copies thereof in their possession for the longer of (a) any applicable statute of limitations and (b) a period of five (5) years from the Closing Date. During such five-year or longer period, Representatives of the Sellers, the Acquiror and their respective 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. During such five-year or longer period, the parties hereto shall provide, or cause to be provided, to the other parties hereto and their respective Affiliates, access to such books and records of the Business as such other parties hereto or their respective Affiliates shall reasonably request in connection with any Action to which such other parties hereto or any of their respective Affiliates are parties or in connection with the requirements of any Law applicable to such other parties hereto or any of their respective Affiliates. Upon the written request of the Acquiror any time after five (5) years from the Closing Date, the Sellers or their Affiliates, as applicable, shall return such books and records (including, for the avoidance of doubt, both original books and records and any copies thereof) to the Acquiror or its designated Affiliate, following which the Sellers and their respective Affiliates shall no longer retain any books and records Related to the Business (as conducted by Sellers and their respective Affiliates prior to the Closing) including any copies thereof; provided, however, that the Sellers and any of their respective Affiliates may retain such books and records Related to the Business that they are required in their reasonable judgment to retain for the duration of any applicable statute of limitations that exceeds such five-year period. The Sellers shall give notice to the Acquiror of any books and records retained by any of them or their respective Affiliates following such five-year period and the confidentiality obligations of the Sellers and their respective Affiliates pursuant to Section 5.04 shall continue to apply in respect of such books and records for so long as all or any part of such books and records are retained by any Seller or any Affiliate thereof. After such five-year or longer period, before any party hereto shall dispose of any of books and records that remain in its possession, such party hereto shall give at least ninety (90) days’ prior written notice of such intention to dispose to the other parties hereto, and the other parties hereto or any of their Affiliates shall be given an opportunity, at 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 a party hereto permitting the removal or retention of any books and records, the party hereto or its Affiliate seeking to remove and retain any books and records shall enter into a customary and mutually acceptable joint defense agreement with respect to any information to be removed or retained pursuant to this Section 5.03.
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Records Preservation. Subject to the requirements of this Section 5.03, the Sellers and their respective Affiliates shall have the right to retain copies of all books and records Related to the Business relating to periods ending on or prior to the Closing Date. The parties hereto shall preserve and keep, or cause to be preserved and kept, all original books and records Related related to the Business (in the case of the Acquiror and its Affiliates) or related to the Energy Storage Business (in the case of the Company and its Affiliates) and any copies thereof in their possession for the longer of (a) any applicable statute of limitations and (b) a period of consistent with such party’s record retention policy (but for at least five (5) years from the Closing Date). During such five-five (5) year or longer period, Representatives of the SellersCompany, the Acquiror and their respective Affiliates shall, upon reasonable notice and for any reasonable business purpose, have reasonable access during normal business hours to examine, inspect and copy such books and records. During such five-five (5) year or longer period, the parties hereto shall provide, or cause to be provided, to the other parties hereto and their respective Affiliates, reasonable access during normal business hours to such books and records of the Business as such other parties hereto or their respective Affiliates shall reasonably request in connection with any Action to which such other parties hereto or any of their respective Affiliates are parties or in connection with the requirements of any Law applicable to such other parties hereto or any of their respective Affiliates. Upon the written request of the Acquiror any time after five (5) years from the Closing Date, the Sellers Company or their its Affiliates, as applicable, shall return such transfer any books and records (including, for the avoidance of doubt, both original books and records and any copies thereof) in respect of the Business that constitute Transferred Assets but were not transferred at Closing pursuant to Section 2.02(a) to the Acquiror or its designated Affiliate, following which the Sellers Company and their respective its Affiliates shall no longer retain any books and records Related related to the Business (as conducted by Sellers the Company and their respective its Affiliates prior to the Closing) that constitute Transferred Assets, including any copies thereof; provided, however, that the Sellers Company and any of their respective its Affiliates may retain such books and records Related to the Business that they are required in their reasonable judgment to retain for the duration of any applicable statute of limitations that exceeds such five-year period. Upon the written request of the Company any time after five (5) years from the Closing Date, the Acquiror or its Affiliates, as applicable, shall transfer any books and records (including, for the avoidance of doubt, both original books and records and any copies thereof, but excluding any Tax records of the Acquiror or its Affiliates) in respect of the Energy Storage Business that were transferred at Closing pursuant to Section 2.02(a) to the Acquiror or its designated Affiliate, following which the Acquiror and its Affiliates shall no longer retain any books and records related to the Energy Storage Business (as conducted by the Company and its Affiliates prior to the Closing), including any copies thereof; provided, however, that the Acquiror and its Affiliates may retain such books and records related to the Energy Storage Business that they are required in their reasonable judgment to retain for the duration of any applicable statute of limitations that exceeds such five-year period. The Sellers Company or the Acquiror, as applicable, shall give notice to the Acquiror other of any books and records retained by any of them or their respective Affiliates following such five-year period and the confidentiality obligations of the Sellers such Person and their respective its Affiliates pursuant to Section 5.04 shall continue to apply in respect of such books and records for so long as all or any part of such books and records are retained by any Seller such Person or any Affiliate thereofits Affiliates. After such five-year or longer period, before any party hereto or any of its Affiliates shall dispose of any of books and records that remain in its possessionpossession and are related to the Business (in the case of the Company and its Affiliates) or are related to the Energy Storage Business (in the case of the Acquiror and its Affiliates), such party hereto shall give at least ninety (90) days’ prior written notice of such intention to dispose to the other parties party hereto, and the other parties hereto party or any of their Affiliates shall be given an opportunity, at their its cost and expense, to remove and retain all or any part of such books and records that is related to the Business (in the case of the Acquiror and its Affiliates) or are related to the Energy Storage Business (in the case of the Company and its Affiliates) as it may elect. If so requested by a party hereto permitting the removal or retention of any books and records, the party hereto or its Affiliate seeking to remove and retain any books and records shall enter into a customary and mutually acceptable joint defense agreement with respect to any information to be removed or retained pursuant to this Section 5.03.
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Sources: Asset Purchase Agreement (Polypore International, Inc.)