Retention of Books and Records Clause Samples

Retention of Books and Records. For a period of seven (7) years following the Closing, Purchaser shall retain the books and records of the Company, and upon reasonable notice, afford the officers, employees, agents and representatives of Seller reasonable access (including the right to make photocopies, at the expense of Seller), during normal business hours, to such books and records.

Retention of Books and Records. (a) The Seller may retain a copy of any or all of the books and records relating to the business or operations of the Companies prior to the Closing; provided, however, that such copy of the Companies’ books and records shall be held by the Seller in accordance with and subject to the terms of the Confidentiality Agreement (without giving effect to the termination or expiration provisions thereof), and shall be used by the Seller solely for the purposes described under Section 6.1(b)(iii). In order to facilitate the resolution of any claims made against or incurred by the Seller prior to the Closing, or for any other reasonable purpose, for a period of seven years after the Closing, the Buyer shall retain the books and records (including personnel files) of the Companies relating to periods prior to the Closing in a manner reasonably consistent with the prior practices of the Companies, and upon reasonable notice, afford the Representatives of the Seller reasonable access (including the right to make, at the Seller’s expense, photocopies), during normal business hours, to such books and records. (b) In order to facilitate the resolution of any claims made by or against or incurred by the Buyer or the Companies after the Closing, or for any other reasonable purpose, for a period of seven years following the Closing, the Seller shall retain the books and records (including personnel files) of the Seller which relate to the Companies and the operations of the Acquired Business for periods prior to the Closing, and upon reasonable notice, afford the Representatives of the Buyer or the Companies reasonable access (including the right to make, at the Buyer’s expense, photocopies), during normal business hours, to such books and records. (c) Neither the Buyer nor the Seller shall be obligated to provide the other Party with access to any books or records (including personnel files) pursuant to this Section 6.8 where such access would violate any Law.

Retention of Books and Records. The Manager shall cause all such books and records to be maintained and retained until the date that is the later of ten (10) years after the Closing Date and three (3) years after the date on which the Final Distribution is made. All such books and records shall be available during such period for inspection by the Initial Member, the FDIC or any of their respective representatives (including any Governmental Authority) and agents at the Company’s chief executive office referred to in Section 2.4 at all reasonable times during business hours on any Business Day (or, in the case of any such inspection after the term hereof, at such other location as is provided by notice to the Initial Member and the FDIC), in each instance upon two (2) Business Days’ prior notice to the Manager. Upon request by Initial Member or the FDIC, the Manager shall promptly send copies (the number of copies of which shall be reasonable) of such books and records to such requesting Person or its designee. The Manager shall provide the Initial Member and the FDIC with reasonable advance notice of the Manager’s intention to destroy or dispose of any documents or files relating to the Loans and, upon the request of the Initial Member or the FDIC, shall allow such requesting Person to recover the same (or copies thereof) from the Company and in the case both the Initial Member and the FDIC so request the same, the FDIC shall have the right to recover such documents or files, but the Initial Member shall have the right to make copies of such applicable documents or files so long as such copies are made while such documents files remain with the Manager or the Company (and prior to recovery of the same by the FDIC). The Manager shall also maintain complete and accurate records reflecting the status of taxes, ground leases or other recurring charges which could become a Lien on any Underlying Collateral. Any expense incurred by Initial Member or the FDIC and any reasonable out-of-pocket expense incurred by the Company in connection with the exercise by Initial Member or the FDIC of its respective rights in this Section 7.2(b) to recover or make (or otherwise receive) copies of books, records, documents or files shall be borne by such Person so exercising such rights; provided, however, that any expense incident to the exercise of such rights pursuant to this Section 7.2(b) as a result of or during the continuance of an Event of Default shall in all cases be borne by the Private Owner (exc...

Retention of Books and Records. Debtor shall cause all such books and records to be maintained and retained until the date that is the later of ten (10) years after the Closing Date or three (3) years after the date on which the Final Distribution is made. All such books and records shall be available during such period for inspection by the Collateral Agent or the Purchase Money Notes Guarantor or their respective representatives (including any Governmental Authority) and agents at the chief executive office of Debtor at all reasonable times during business hours on any Business Day (or, in the case of any such inspection after the term hereof, at such other location as is provided by notice to the Collateral Agent and the Purchase Money Notes Guarantor), in each instance upon not less than two (2) Business Days’ prior notice to Debtor unless an Event of Default shall have occurred and be continuing. Upon request by the Collateral Agent or the Purchase Money Notes Guarantor, Debtor, at the sole cost and expense of the Collateral Agent or the Purchase Money Notes Guarantor, as the case might be, promptly shall send copies (the number of copies of which shall be reasonable) of such books and records to the Collateral Agent or the Purchase Money Notes Guarantor. Debtor shall provide the Collateral Agent and the Purchase Money Notes Guarantor with reasonable advance notice of Debtor’s intention to destroy or dispose of any documents or files relating to the Underlying Loans and, upon the request of the Collateral Agent or the Purchase Money Notes Guarantor, shall allow such Person, at its own expense, to recover the same from Debtor.

Retention of Books and Records. Buyer and Sellers shall retain for a period of three (3) years from the Closing all of their books and records (including such records as may be stored in computer databases) relating to the Purchased Assets. During such three-year period, each party will make such books and records available to the other for purposes of inspection and copying, upon a proper purpose being stated. If any party requires the original of any document in possession of the other, such party shall provide the same, if available, subject to the providing party's right to inspect and copy it. Each party will have the right to destroy such books and records at any time after the end of such three-year period; provided, however, that it shall give written notice to the other party prior to the time it intends to destroy such books and records so that if the other party wishes to take possession of all or some part of such books and records it may do so, at its expense.

Retention of Books and Records. To the extent and for so long as required by, or to the extent and for so long as required in order to perform any obligations under, any Ancillary Agreement or Applicable Law, or where otherwise agreed between the Parties, each Seller shall be entitled to retain the original or a copy of any book, ledger, file, report, plan, record, manual or other material (in any form or medium) which would otherwise transfer to the Purchaser under this Agreement, provided that: 8.18.1 any copy or original retained is treated as strictly confidential in accordance with Clause 12.2; 8.18.2 in the case of retained originals, a copy of such book, ledger, file, report, plan, record, manual or other material is provided to the Purchaser; 8.18.3 upon reasonable notice by the Purchaser, such Seller shall provide access to such retained book, ledger, file, report, plan, record, manual or other material in accordance with Clause 8.11.2; and 8.18.4 upon expiry of the relevant obligation under the applicable Ancillary Agreement, such Seller is entitled to retain a copy of any such book, ledger, file, report, plan, record, manual or other material to comply with Applicable Law but shall transfer the original to the Purchaser.

Retention of Books and Records. Each party to this Agreement shall retain or cause to be retained (and shall cause each of their Affiliates to retain) all Tax Returns and all books, records, schedules, work papers, and other documents relating thereto, until the later of (a) the date seven (7) years from the close of the applicable Tax Period, (b) the expiration of all applicable statutes of limitations (including any waivers or extensions thereof) and (c) the expiration of any retention period required by law (e.g., depreciation or inventory records) or pursuant to any record retention agreement. The parties hereto shall notify each other in writing of any waivers, extensions or expirations of applicable statutes of limitations.

Retention of Books and Records. Each of the Seller and the Company shall (each, a “Retaining Party”), until the seventh anniversary of the Closing Date, retain the books and records of the business of the Company and promptly afford (a) in the case of the Seller, except to the extent provided under Section 7.5(e)(ii), the Company, the Buyer, their respective Affiliates and their respective Representatives; and (b) in the case of the Company, the Seller and the Seller’s Affiliates and Representatives (each such requesting Person in subclause (a) or (b), a “Requesting Person”) reasonable access to the books and records, information, employees and auditors of Retaining Party solely with respect to periods or occurrences prior to or on the Closing to the extent necessary for the following bona fide purposes related to the business of the Company: (i) to enable such Requesting Person to comply with Tax, regulatory or financial reporting obligations, (ii) for use by such Requesting Person in connection with any insurance claims or (iii) for use by such Requesting Person in connection with any Action (subject to customary confidentiality protections) related to the business of the Company; in each case, reasonable evidence of which shall be provided to the Retaining Party upon request (including access to the Retaining Party’s employees to the extent the Requesting Person (after consultation with the Retaining Party) deems such access is necessary to respond to any Action, to participate in depositions or to provide testimony in connection with any Action); provided that no such access shall be granted to the extent involving or relating to a dispute between the Seller or its Affiliates, on the one hand, and the Company and/or the Buyer on the other hand; provided, further, that nothing in this Section 7.3 shall obligate the Retaining Party to take or permit any action that would result in any waiver of attorney-client privilege or violate any Law or the terms of any Contracts to which the Retaining Party is a party. The Requesting Person agrees to reimburse the Retaining Party promptly for all reasonable and documented out-of-pocket costs and expenses incurred in connection with any such request.

Retention of Books and Records. Purchaser shall cause the Company and its Subsidiaries to retain all books, ledgers, files, reports, plans, operating records and any other material documents pertaining to the Company and its Subsidiaries in existence at the Closing that are required to be retained under current retention policies for a period of seven years from the Closing Date, and to make the same available after the Closing for inspection and copying by the Sellers’ Representative or its representatives at the Sellers’ Representative’s expense, during regular business hours and upon reasonable request and upon reasonable advance notice.