Common use of Maintenance of Books and Records Clause in Contracts

Maintenance of Books and Records. Each of Seller and the Buying Parties shall preserve until the fifth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the assets, liabilities or business of the Practice prior to the Closing Date. After the Closing Date, each party shall provide the other party with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the assets, liabilities or business of the Practice prior to the Closing, and the other party and its representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (i) as required by law, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives.

Maintenance of Books and Records. Each of Seller The Sellers and the Buying Parties Purchaser shall each preserve until the fifth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the assets, liabilities Business or business of the Practice Assets prior to the Closing DateDate for a period of at least six years following the fiscal year to which the records relate. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party parties and their representatives with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (ia) the officers officers, employees and employees other duly appointed representatives of such party and (iib) the books of account and records of such party, but, in each case, only to the extent relating to the assets, liabilities Assets or business of the Practice Business prior to the ClosingClosing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, provided that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (ix) as required by law, (iiy) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iiiz) where such information becomes available to the public generally, or becomes generally known to competitors of such party, party through sources other than the requesting party, its affiliates Affiliates or its officers, directors or representatives. Such records may nevertheless be destroyed by a party if such party sends to the other parties written notice of its intent to destroy the records, specifying with particularity the contents of the records to be destroyed. Such records may then be destroyed after the 30th day after such notice is given unless another party objects to the destruction in which case the party seeking to destroy the records shall deliver such records to the objecting party.

Maintenance of Books and Records. Each of Seller and the Buying Parties Purchaser shall preserve until the fifth fourth anniversary of the Closing Date all records possessed or to be possessed by such party relating primarily to any the Transferred Assets or the operation of the assets, liabilities or business of the Practice Software Business prior to the Closing Date. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party with reasonable access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the relevant officers and employees of such party and (ii) the books of account and records of such party, but, in each case, only to the extent primarily relating to the assets, liabilities Transferred Assets or business the operation of the Practice Software Business prior to the ClosingClosing Date, and the other party and its representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, further provided that, as to so much of the extent such information as constitutes trade secrets or confidential business information of such party, the requesting party will not, and shall ensure that its officers, directors and representatives will use due care are bound not to not disclose such information except (i) as required by lawLaw, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party and its representatives. Such records may nevertheless be destroyed by a party if such party sends the other party written notice of its intent to destroy records, specifying with particularity the contents of the records to be destroyed. Such records may then be destroyed after the 30th day following delivery of such notice unless the other party objects to the destruction, in which case the party seeking to destroy the records shall either agree to retain such records or to deliver such records to the objecting party, its affiliates or its officers, directors or representatives.

Maintenance of Books and Records. Each of Seller and the Buying Parties PRG shall each preserve until the fifth seventh anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the assets, liabilities or business of the Practice Business prior to the Closing Date. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the assets, liabilities or business of the Practice Business prior to the ClosingClosing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (i) as required by law, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such records may nevertheless be destroyed by a party after the third anniversary of the Closing Date if such party sends to the other parties written notice of its intent to destroy records, specifying with particularly the contents of the records to be destroyed. Such records may then be destroyed after the 30th day after such notice is given unless another party objects to the destruction in which case the party seeking to destroy the records shall deliver such records to the objecting party.

Maintenance of Books and Records. Each Except as otherwise required by law, each of Seller and the Buying Parties Purchaser shall preserve until the fifth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the assets, liabilities or business of the Practice Business prior to the Closing Date. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the assets, liabilities or business of the Practice Business prior to the ClosingClosing Date, and the other party and its representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (i) as required by law, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates Affiliates or its officers, directors or representatives.

Maintenance of Books and Records. (a) Each of Seller and the Buying Parties Purchaser shall preserve until the fifth seventh anniversary of the Closing Date all records Books and Records possessed or to be possessed by such party relating to any of the assets, liabilities or business of the Practice Business prior to the Closing Date. Seller shall give Purchaser written notice of any Books and Records discovered by Seller that were not transferred to Purchaser because such Books and Records were not located on the Real Property or the Leased Property. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party parties and their representatives with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the assets, liabilities or business of the Practice Business prior to the ClosingClosing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and party, its affiliates, officers, directors and representatives will use due care to not disclose such information except (i) as required by law, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such records may nevertheless be destroyed by a party if such party sends to the other parties written notice of its intent to destroy records, specifying with particularity the contents of the records to be destroyed. Such records may then be destroyed after the 30th day after such notice is given unless another party objects to the destruction in which case the party seeking to destroy the records shall deliver such records to the objecting party.

Maintenance of Books and Records. Each of Seller and the Buying Parties Purchaser shall preserve until the fifth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the assets, liabilities Assets or business of the Practice Business prior to the Closing Date. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party party, and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the assets, liabilities Assets or business of the Practice Business prior to the ClosingClosing Date, and the other party and its representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, further provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (iA) as required by lawany applicable Laws, (iiB) with the prior written consent of the party who owns such partyinformation, which consent shall not be unreasonably withheld, delayed or conditioned or (iiiC) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the other party objects to the destruction, in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of Seller and the Buying Parties Purchaser shall (and Purchaser will cause Holdings to) each preserve until the fifth anniversary of the Closing Date all records possessed or to be Records possessed by such party relating to any of the assets, liabilities Business or business of the Practice Assets prior to the Closing DateDate for a period of at least six years following the fiscal year to which the Records relate. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party parties and their representatives with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (ia) the officers and employees of such party and (iib) the books of account and records Records of such party, but, in each case, only to the extent relating to the assets, liabilities Assets or business of the Practice Business prior to the ClosingClosing Date, and the other party parties and its their representatives shall have the right to make copies of such books and recordsRecords; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, provided that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (ix) as required by law, (iiy) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iiiz) where such information becomes available to the public generally, or becomes generally known to competitors of such party, party through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such Records may nevertheless be destroyed by a party if such party sends to the other parties written notice of its intent to destroy the Records, specifying with particularity the contents of the Records to be destroyed. Such Records may then be destroyed after the 30th day after such notice is given unless another party objects to the destruction in which case the party seeking to destroy the Records shall deliver such Records to the objecting party.

Maintenance of Books and Records. Each of Seller and the Buying Parties Buyer shall preserve until the fifth seventh anniversary of the Closing Date all records possessed or to be possessed by such party relating to any the Purchased Assets, Assumed Liabilities or operations of the assets, liabilities or business of the Practice Photomask Business prior to the Closing Date. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party with access, upon prior reasonable written request specifying the need therefor, during regular normal business hours, to (i) the relevant officers and employees of such party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the assetsPurchased Assets, liabilities or business Assumed Liabilities and operations of the Practice Photomask Business prior to the ClosingClosing Date, and the other party and its representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, further provided that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (ix) as required by lawLaw, (iiy) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iiiz) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party and its representatives. Such records may nevertheless be destroyed by a party if such party sends the other party written notice of its intent to destroy records, specifying with particularity the contents of the records to be destroyed. Such records may then be destroyed after the 30th day following delivery of such notice unless the other party objects to the destruction, in which case the party seeking to destroy the records shall either agree to retain such records or deliver such records to the objecting party at the objecting party, its affiliates or its officers, directors or representatives's expense.

Maintenance of Books and Records. Each of Seller and the Buying Parties Purchaser shall preserve until the fifth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the assets, liabilities or business of the Practice Public Safety Software Business prior to the Closing Date. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the assets, liabilities or business of the Practice Public Safety Software Business prior to the ClosingClosing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (i) as required by law, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such records may nevertheless be destroyed by a party if such action is consistent with past practice and such party sends to the other parties written notice of its intent to destroy records, specifying with particularity the contents of the records to be destroyed. Such records may then be destroyed after the 30th day after such notice is given unless another party objects to the destruction in which case the party seeking to destroy the records shall deliver such records to the objecting party.

Maintenance of Books and Records. Each of Seller and the Buying Parties Purchaser -------------------------------- shall preserve until the fifth sixth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the assets, liabilities Assets or business of the Practice Business prior to the Closing Date. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the assets, liabilities Assets or business of the Practice Business prior to the ClosingClosing Date, and the other party and its representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (i) as required by law, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates Affiliates or its officers, directors or representatives. Such records may nevertheless be destroyed by a party if such party sends to the other parties written notice of its intent to destroy records, specifying with particularity the contents of the records to be destroyed. Such records may then be destroyed after the 30th day after such notice is given unless another party objects to the destruction in which case the party seeking to destroy the records shall deliver such records to the objecting party.

Maintenance of Books and Records. Each of Seller and the Buying Parties Purchaser shall preserve until the fifth second anniversary of the Closing Date all electronic records possessed or to be (excluding emails) possessed by such party directly relating to any of the assets, liabilities or business operations of the Practice Business prior to the Closing Date. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the relevant officers and employees of such party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the assets, liabilities or business and operations of the Practice Business prior to the ClosingClosing Date, and the other party and its representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, further provided that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (i) as required by lawLaw, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party and its representatives. Such records may nevertheless be destroyed by a party if such party sends the other party written notice of its intent to destroy records, specifying with particularity the contents of the records to be destroyed. Such records may then be destroyed after the 30th day following delivery of such notice unless the other party objects to the destruction, in which case the party seeking to destroy the records shall either agree to retain such records or to deliver such records to the objecting party, its affiliates or its officers, directors or representatives.

Maintenance of Books and Records. Each of Seller and the Buying Parties shall Purchaser shall, preserve until the fifth tenth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the assets, assets or liabilities or business of the Practice Business, or the operation of the Business, prior to the Closing Date. At the end of such period, such records may then be destroyed no earlier than the 30th day after such notice is given unless another party objects to the destruction, in which case the party seeking to destroy the records shall either agree to retain such records or deliver such records to the objecting party at the objecting party's cost. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (ia) the officers and employees of such party and (iib) the books of account and records of such party, but, in each case, only to the extent relating to the assets, liabilities or business of the Practice Business prior to the ClosingClosing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, further that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors directors, and representatives will use due care to not disclose such information except to the extent such information (ia) as is required to be disclosed pursuant to an order or request of a judicial authority or Governmental Entity having competent jurisdiction (provided the party seeking to disclose such information, if not prohibited by lawsuch authority or Governmental Entity or applicable Law, (iiprovides the other party or parties with reasonable prior notice thereof) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iiib) where such information becomes which can be shown to have been generally available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representativesas a result of a breach of this Section 9.3.

Maintenance of Books and Records. Each of Seller and the Buying Parties Purchaser shall preserve until the fifth tenth (10th) anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the assets, liabilities or business of the Practice Business prior to the Closing Date. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party and (ii) the books of account and records of such party, but, but in each case, only to the extent relating to the assets, liabilities or business of the Practice Business prior to the ClosingClosing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (i) as required by law, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such records may nevertheless be destroyed by a party if such party sends to the other parties written notice of its intent to destroy records, specifying with particularity the contents of the records to be destroyed. Such records may then be destroyed after the thirtieth (30th) day after such notice is given unless another party objects to the destruction in which case the party seeking to destroy the records shall deliver such records to the objecting party.

Maintenance of Books and Records. Each of Parent, Seller and Purchaser shall preserve, from and after the Buying Parties shall preserve Closing Date until the fifth sixth anniversary of the Closing Date Date, all records possessed or to be possessed by such party relating to any of the assets, liabilities or business of the Practice Business prior to the Closing Date. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the assets, liabilities or business of the Practice Business prior to the ClosingClosing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, further provided that, as to so much such portion of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (i) as required by law, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates Affiliates or its officers, directors or representatives. Such records may nevertheless be destroyed by a party if such party sends to the other parties written notice of its intent to destroy records, specifying with particularity the contents of the records to be destroyed. Such records may then be destroyed after the 30th day after such notice is given unless another party objects to the destruction, in which case the party seeking to destroy the records shall deliver such records to the objecting party.

Maintenance of Books and Records. Each of Seller Seller, the Company and the Buying Parties Buyer shall preserve until the fifth seventh anniversary of the Closing Date all books and records possessed or to be possessed by such party relating to any of the assets, liabilities or business of the Practice Business prior to the Closing DateDate and any Post-Closing Period. After Such books and records shall include periods after the Closing Date, each and, where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party then employed and (ii) the books of account and records of such party, party but, in each case, only to the extent relating to the assets, liabilities or business of the Practice Business prior to the ClosingClosing Date or for the two year period following closing, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (i) as required by law, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such records may nevertheless be destroyed by a party if such party sends to the other parties written notice of its intent to destroy records, specifying with particularity the contents of the records to be destroyed. Such records may then be destroyed after the 60th day after such notice is given unless another party objects to the destruction in which case the party seeking to destroy the records shall deliver such records to the objecting party. Buyer acknowledges and agrees that it shall constitute a legitimate purpose under this Section of any request by the Company or Seller hereunder in connection with the tax returns or any audit, any litigation or investigation against the Company, Seller or an affiliate thereof involving the Business.

Maintenance of Books and Records. Each of Seller Sellers and the Buying Parties Buyer shall each preserve until the fifth anniversary of the Closing Date all records possessed or to be possessed by or controlled or to be controlled by such party relating to any of the assets, assets or liabilities or business of the Practice Business or otherwise relating to the conduct of the Business prior to the Closing Date. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (ia) the officers and employees of such party and its Affiliates and (iib) the books of account and records of such party, but, in each case, only to the extent relating to the assetsAssets, liabilities the Assumed Liabilities or business the conduct of the Practice Business prior to the ClosingClosing Date, and the other party and its representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, that, further provided that as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (i) as required by law, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates Affiliates or its their respective officers, directors or representatives. Such records may nevertheless be destroyed by a party if such party sends to the other party written notice of its intent to destroy records, specifying with particularity the contents of the records to be destroyed. Such records may then be destroyed after the 30th day after such notice is given unless the other party objects to the destruction, in which case the party seeking to destroy the records shall deliver such records to the objecting party.

Maintenance of Books and Records. Each of Seller Sellers and the Buying Parties Purchaser shall preserve until the fifth seventh anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the assets, liabilities or business operations of the Practice Commercial Logic Business prior to the Closing Date. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the relevant officers and employees of such party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the assets, liabilities or business and operations of the Practice Commercial Logic Business prior to the ClosingClosing Date, and the other party and its representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, further provided that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (i) as required by lawLaw, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party and its representatives. Such records may nevertheless be destroyed by a party if such party sends the other party written notice of its intent to destroy records, specifying with particularity the contents of the records to be destroyed. Such records may then be destroyed after the 30th day following delivery of such notice unless the other party objects to the destruction, in which case the party seeking to destroy the records shall either agree to retain such records or to deliver such records to the objecting party, its affiliates or its officers, directors or representatives.

Maintenance of Books and Records. Each of the Partnership, Seller and the Buying Parties Buyer shall preserve until the fifth anniversary of the Closing Date Date, all records possessed or to be possessed by or controlled or to be controlled by such party relating to any of the assets, liabilities or business of the Practice Business prior to the Closing Date. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (ia) the officers and employees of such party and (iib) the books of account and records of such party, but, in each case, only to the extent relating to the assets, liabilities or business of the Practice Business prior to the ClosingClosing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, that, further provided that as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (i) as required by law, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such records may nevertheless be destroyed by a party if such party sends to the other parties written notice of its intent to destroy records, specifying with particularity the contents of the records to be destroyed. Such records may then be destroyed after the 30th day after such notice is given unless another party objects to the destruction in which case the party seeking to destroy the records shall deliver such records to the objecting party.

Maintenance of Books and Records. Each of Seller and the Buying Selling Parties shall preserve until the fifth third (3rd) anniversary of the Closing Date all records possessed or to be possessed by any such party relating to any of the assetsIncluded Assets, liabilities the Assumed Liabilities, or business of the Practice Business prior to the Closing DateClosing. After the Closing DateClosing, each where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (ia) the officers and employees of such party and (iib) the books of account and records of such party, but, in each case, only to the extent relating to the assetsIncluded Assets, liabilities the Assumed Liabilities, or business of the Practice Business prior to the Closing, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal business operations and business of such party; and further, provided, that, as to so much of . Such records may nevertheless be destroyed by a party if such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (i) as required by law, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available sends to the public generallyother parties written notice of its intent to destroy records, or becomes generally known specifying with particularity the contents of the records to competitors of be destroyed. Such records may then be destroyed after the thirtieth (30th) day after such party, through sources other than notice is given unless another party objects to the requesting party, its affiliates or its officers, directors or representatives.destruction in

Maintenance of Books and Records. Each of Seller and the Buying Parties Purchaser shall preserve until the fifth anniversary of the Closing Date all records Books and Records possessed or to be possessed by such party relating to any of the assetsPurchased Assets, liabilities or business of the Practice Business prior to the Closing Date. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the assetsPurchased Assets, liabilities Assumed Liabilities, or business of the Practice Business prior to the ClosingClosing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, provided however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and provided further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives representative will use due care to not disclose such information except (i) as required by law, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors directors, or representatives. Such records may nevertheless be destroyed by a party if such party sends to the other parties written notice of its intent to destroy records, specifying with particularity the contents of the records to be destroyed. Such records may then be destroyed after the 30th day after such notice is given unless another party objects to the destruction in which case the party seeking to destroy the records shall deliver such records to the objecting party.

Maintenance of Books and Records. Each of Seller Sellers and the Buying Parties Buyer shall preserve until the fifth third anniversary of the Closing Date all material records possessed or to be possessed by such party relating to any of the assets, liabilities or business of LINCOLN, except that certain tax records shall be preserved until the Practice prior to the Closing Datestatute of limitations for such tax has passed. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need thereforlegitimate purpose therefore, during regular business hours, to (i) the officers and officers, employees or other representatives of such party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the assets, liabilities or business of the Practice prior to the ClosingLINCOLN, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (i) as required by law, (ii) with the prior written consent of such party, which consent shall not be unreasonably unreasonably, withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or and representatives.

Maintenance of Books and Records. Each of Seller and the Buying Parties Purchaser shall preserve until the fifth seventh anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the assets, liabilities Business as existing or business of the Practice conducted prior to the Closing Date, provided, however, that all such records relating to tax matters shall be retained until all tax years included within or prior to the year in which the Closing Date occurs have been closed by all relevant federal, state and local taxing authorities. After the Closing Date, each where there is a legitimate purpose (including, without limitation, in connection with defense of third party litigation), such party shall provide the other party with reasonable assistance and access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees authorized Personnel or representatives of such party and (iib) the books of account Books and records Records of such party, but, in each case, only to the extent relating to the assets, liabilities or business of the Practice Business prior to the Closingclose of business on the Closing Date, and the other party and its representatives shall have the right to make copies of such books Books and recordsRecords; provided, however, that the foregoing right of to assistance and access shall not be exercisable exercised in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors authorized Personnel and representatives will use due care to not disclose such information to any third Person, except (i) as required by lawapplicable Law or Order, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheldwithheld or delayed, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates Affiliates or its officers, directors Personnel or representatives. Such records may nevertheless be destroyed by a party if such party sends to the other party Notice of its intent to destroy records, specifying with particularity the contents of the records to be destroyed. Such records may then be destroyed after the 60th day after such Notice is given unless the other party objects to the destruction, in which case the party seeking to destroy the records shall deliver such records to the objecting party at the expense of the objecting party.

Maintenance of Books and Records. Each of Seller and the Buying Parties Purchaser shall preserve until the fifth tenth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the assets, liabilities or business of the Practice Business prior to the Closing Date. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the assets, liabilities or business of the Practice Business prior to the ClosingClosing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (i) as required by law, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or and representatives. Such records may nevertheless be destroyed by a party if such party sends to the other parties written notice of its intent to destroy records, specifying with particularity the contents of the records to be destroyed. Such records may then be destroyed after the 30th day after such notice is given unless another party objects to the destruction in which case the party seeking to destroy the records shall deliver such records to the objecting party.

Maintenance of Books and Records. Each of Seller the Sellers and the Buying Parties Purchasers shall preserve until at least the fifth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the assets, liabilities or business of the Practice Xxxxx prior to the Closing Date. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to to: (ia) the officers officers, employees and employees representatives of such party party, and (iib) the books of account and records of such party, but, in each case, only to the extent relating to the assets, liabilities or business of the Practice Xxxxx prior to the ClosingClosing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and provided further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors employees and representatives will use due care to not disclose such information except except: (i) as required by lawlaw or applicable stock exchange rule, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheldwithheld or delayed, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors employees or representatives. Such records may nevertheless be earlier destroyed by a party if such party sends to the other parties written notice of its intent to destroy the records, specifying with particularity the contents of the records to be destroyed. Such records may then be destroyed after the 30th day after such notice is given unless another party object to the destruction in which case the party seeking to destroy the records shall deliver such records to the objecting party.

Maintenance of Books and Records. Each of Seller and the Buying Parties Purchaser shall -------------------------------- preserve until the fifth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the assets, liabilities or business of the Practice Business prior to the Closing Date. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party party, and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the assets, liabilities or business of the Practice Business prior to the ClosingClosing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (i) as required by law, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such records may nevertheless be destroyed by a party if such party sends to the other parties written notice of its intent to destroy records, specifying with particularity the contents of the records to be destroyed. Such records may then be destroyed after the 30th day after such notice is given unless another party objects to the destruction in which case the party seeking to destroy the records shall deliver such records to the objecting party.

Maintenance of Books and Records. Each of Seller and the Buying Parties Purchaser shall preserve until the fifth seventh anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the assets, assets or liabilities or business of the Practice Manufacturing Operations or the Manufacturing Assets prior to the Closing Date. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the assets, liabilities liabilities, or business of the Practice Manufacturing Operations prior to the ClosingClosing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and provided, further, provided, that, that as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors directors, and representatives will use due care to not disclose such information except to the extent such information (i) as is required by law, to be disclosed pursuant to an Order or request of a Governmental Entity having competent jurisdiction (provided the party seeking to disclose such information provides the other party or parties with reasonable prior notice thereof) or (ii) with the prior written consent of such party, which consent shall not can be unreasonably withheld, or (iii) where such information becomes shown to have been generally available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representativesas a result of a breach of this Section 10.3.

Maintenance of Books and Records. Each of Seller and the Buying Parties Purchaser shall -------------------------------- preserve until the fifth seventh anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the assets, liabilities or business of the Practice Business prior to the Closing Date. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (ia) the officers officers, managers, accountants, and employees of such party and (iib) the books of account and records of such party, but, in each case, only to the extent relating to the assets, liabilities or business of the Practice prior to the Closing, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, further provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (i) as required by law, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates Affiliates or its officers, directors or representatives.

Maintenance of Books and Records. Each of Seller and the Buying Parties Purchaser shall preserve until the fifth tenth anniversary of the Closing Date all records Books and Records possessed or to be possessed by such party relating to any of the assetsPurchased Assets, liabilities or business of the Practice Business prior to the Closing Date. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (ia) the officers and employees of such party and (iib) the books of account and records of such party, but, in each case, only to the extent relating to the assetsPurchased Assets, liabilities Assumed Liabilities, or business of the Practice Business prior to the ClosingClosing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, provided however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and provided further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives representative will use due care to not disclose such information except (i) as required by law, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors directors, or representatives. Such records may nevertheless be destroyed by a party if such party sends to the other parties written notice of its intent to destroy records, specifying with particularity the contents of the records to be destroyed. Such records may then be destroyed after the 30th day after such notice is given unless another party objects to the destruction in which case the party seeking to destroy the records shall deliver such records to the objecting party.

Maintenance of Books and Records. Each of Seller and the Buying Parties Purchaser shall preserve until the fifth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the assets, liabilities or business of the Practice Purchased Assets prior to the Closing Date. In the event Purchaser exercises its payment option under Section 2.03(b)(iv), it shall maintain such records until the eighth anniversary of the Closing Date. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party and (ii) the books of account and records of such party, but, in each case, but only to the extent relating to the assetsPurchased Assets and Product including the location of Product, liabilities the amount of Product manufactured or business of the Practice prior in use, and other records relating to the Closingcalculation of Gross Income, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (i) as required by law, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources source other than the requesting party, its affiliates or its officers, directors or representatives.. Such records may nevertheless be destroyed by a party if such party sends to the other parties written notice of its intent to destroy records, specifying with particularity the contents of the records to be destroyed. Such records may then be destroyed after the 30th day after

Maintenance of Books and Records. Each of Seller and the Buying Parties Purchaser shall preserve until the fifth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the assetsAssets, liabilities Assumed Liabilities or business Business of the Practice Seller prior to the Closing Date. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party party, and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the assetsAssets, liabilities Assumed Liabilities or business Business of the Practice Seller prior to the ClosingClosing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, further provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (i) as required by law, (ii) with the prior written consent of the party who owns such partyinformation, which consent shall not be unreasonably withheld, delayed or conditioned or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other parties written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless another party objects to the destruction, in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting party.

Maintenance of Books and Records. Each For a period of Seller seven (7) years after the Closing Date, Buyer agrees to retain in accordance with the Company’s historical record retention policy (and shall cause the Buying Parties Company to retain) and Buyer shall preserve until not (and shall not permit the fifth anniversary Company to) dispose of or destroy, other than in compliance with such historical record retention policy, any of, the material business records and files of the Closing Date all records possessed Company or to be possessed by such party relating to any of the assets, liabilities or business of the Practice all periods prior to the Closing Date. After , in the form such business records and files existed as of the Closing Date. Buyer shall make such copies, each party shall provide if any, reasonably available to the other party with access, upon prior reasonable written request specifying Seller Representative or its Representatives and for a period of seven (7) years after the need therefor, during regular business hours, to (i) the officers and employees of such party and (ii) the books of account and records of such party, but, in each case, only Closing Date to the extent relating necessary for the Seller Representative or its Representatives to (w) fulfill any of its obligations hereunder or under any other Transaction Document, (x) satisfy any if its reporting or similar obligations to any of its members, or (y) respond to any claim for indemnification pursuant to the assets, liabilities or business of the Practice prior to the Closing, and the other party and its representatives shall have the right to make copies of such books and recordsterms hereof; provided, however, that the foregoing right of any such access shall not be exercisable conducted in such a manner as not to interfere unreasonably with the normal operations operation of the business. Notwithstanding the foregoing, any and business all such records may be destroyed by Buyer at any time if such party sends to the Seller Representative written notice of its intent to destroy such records, specifying in reasonable detail the contents of the records to be destroyed; such records may then be destroyed after the thirtieth (30th) calendar day following such notice unless the Seller Representative notifies the destroying party that it desires to obtain possession of such party; and furtherrecords, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, in which event the requesting destroying party and its officers, directors and representatives will use due care to not disclose such information except (i) as required by law, (ii) with shall transfer the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available records to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representativesSeller Representative.

Maintenance of Books and Records. Each of Seller and the Buying Parties shall Purchaser shall, preserve until the fifth tenth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the assets, assets or liabilities or business of the Practice Business, or the operation of the Business, prior to the Closing Date. At the end of such period, such records may then be destroyed no earlier than the 30th day after such notice is given unless another party objects to the destruction, in which case the party seeking to destroy the records shall either agree to retain such records or deliver such records to the objecting party at the objecting party's cost. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (ia) the officers and employees of such party and (iib) the books of account and records of such party, but, in each case, only to the extent relating to the assets, liabilities or business of the Practice Business prior to the ClosingClosing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, further that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors directors, and representatives will use due care to not disclose such information except to the extent such information (ia) as is required to be disclosed pursuant to an order or request of a judicial authority or Governmental Entity having competent jurisdiction (provided the party seeking to disclose such information, if not prohibited by lawsuch authority or Governmental Entity or applicable Law, (iiprovides the other party or parties with reasonable prior notice thereof) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iiib) where such information becomes which can be shown to have been generally available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representativesas a result of a breach of this Section 7.2.

Maintenance of Books and Records. Each of Seller and the Buying Parties Party shall preserve until the fifth seventh anniversary of the Closing Date (or such longer period as may be required by applicable Laws) or, with respect to any pending claim subject to indemnification pursuant to Article V hereof, until final resolution of such claim, all records possessed or to be possessed by such party relating to any of the assets, liabilities or business of the Practice Company and its subsidiaries prior to the Closing Date. After the Closing Date, each where there is a legitimate purpose, such party shall provide the any other party with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the assets, liabilities or business of the Practice Company and its subsidiaries prior to the ClosingClosing Date, and the other party and its representatives shall have the right to make copies of such books and records; providedPROVIDED, howeverHOWEVER, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and furtherFURTHER, providedPROVIDED, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care not to not disclose such information except (i1) as required by law, (ii2) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii3) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives.or

Maintenance of Books and Records. Each of Seller and the Buying Parties Purchaser shall preserve until the fifth second anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the assets, liabilities Assets or business of the Practice Business prior to the Closing Date, except for those records transferred from Seller to Purchaser at Closing. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party party, and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the assets, liabilities Assets or business of the Practice Business prior to the ClosingClosing Date, and the other party and its representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, further provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (iA) as required by lawany applicable Laws, (iiB) with the prior written consent of the party who owns such partyinformation, which consent shall not be unreasonably withheld, delayed or conditioned or (iiiC) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such books and records may nevertheless be destroyed by a party if such party sends to the other party written notice of its intent to destroy such books and records, specifying with particularity the contents of the books and records to be destroyed. Such books and records may then be destroyed after the 30th day after such notice is given unless the other party objects to the destruction, in which case the party seeking to destroy the books and records shall deliver such books and records to the objecting party.

Maintenance of Books and Records. Each of Seller and the Buying Parties Purchaser shall preserve until the fifth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the assetsAssets, liabilities Assumed Liabilities or business Business of the Practice Seller prior to the Closing Date. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party party, and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the assetsAssets, liabilities Assumed Liabilities or business Business of the Practice Seller prior to the ClosingClosing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (i) as required by law, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, delayed or conditioned or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such records may nevertheless be destroyed by a party if such party sends to the other parties written notice of its intent to destroy records, specifying with particularity the contents of the records to be destroyed. Such records may then be destroyed after the 30th day after such notice is given unless another party objects to the destruction, in which case the party seeking to destroy the records shall deliver such records to the objecting party.

Maintenance of Books and Records. Each of Seller the Seller, Cephalon and the Buying Parties Purchaser shall preserve until the fifth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the assets, liabilities Facilities or business of the Practice Purchased Assets prior to the Closing Date. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (ia) the officers and employees of such party and (iib) the books of account and records of such party, but, in each case, only to the extent relating to the assets, liabilities Facilities or business of the Practice Purchased Assets prior to the ClosingClosing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (ix) as required by law, (iiy) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iiiz) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such records may nevertheless be destroyed by a party if such party sends to the other parties written notice of its intent to destroy records, specifying with particularity the contents of the records to be destroyed. Such records may then be destroyed after the 30th day after such notice is given unless another party objects to the destruction in which case the party seeking to destroy the records shall deliver such records to the objecting party.

Maintenance of Books and Records. Each of Seller Sellers and eStara shall preserve, from and after the Buying Parties shall preserve Closing Date until the fifth sixth anniversary of the Closing Date Date, all records possessed or to be possessed by such party relating to any of the assets, liabilities or business of the Practice ITXC's eCommerce Business prior to the Closing Date. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the assets, liabilities or business of the Practice ITXC's eCommerce Business prior to the ClosingClosing Date, and the other party and its representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, further provided that, as to so much such portion of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (i) as required by law, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates Affiliates or its officers, directors or representatives. Such records may nevertheless be destroyed by a party if such party sends to the other parties written notice of its intent to destroy records, specifying with particularity the contents of the records to be destroyed. Such records may then be destroyed after the 30th day after such notice is given unless such other party objects to the destruction, in which case the party seeking to destroy the records shall deliver such records to the objecting party.

Maintenance of Books and Records. Each of Seller and the Buying Parties Purchaser shall preserve until the fifth fourth anniversary of the Closing Date all records possessed or to be possessed by such party relating primarily to any the Transferred Assets or the operation of the assets, liabilities or business of the Practice Software Business prior to the Closing Date. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party and its representatives with reasonable access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the relevant officers and employees of such party and (ii) the books of account and records of such party, but, in each case, only to the extent primarily relating to the assets, liabilities Transferred Assets or business the operation of the Practice Software Business prior to the ClosingClosing Date, and the other party and its representatives shall have the right to make copies of such books and recordsrecords at their sole expense; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, provided further that, as to so much of the extent such information as constitutes trade secrets or confidential business information Confidential Information of such party, the requesting party will not, and shall ensure that its officersrepresentatives are bound not to, directors and representatives will use due care to not disclose such information except (i) as required by lawLaw, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party and its representatives. Notwithstanding the foregoing, no information shall be required to be disclosed to the extent such information may be subject to attorney-client privilege or applicable Law. Such records may nevertheless be destroyed by a party if such party sends the other party written notice of its intent to destroy records, specifying with particularity the contents of the records to be destroyed. Such records may then be destroyed after the 30th day following delivery of such notice unless the other party objects to the destruction, in which case the party seeking to destroy the records shall either agree to retain such records or to deliver such records to the objecting party at the objecting party, its affiliates or its officers, directors or representatives's sole expense.

Maintenance of Books and Records. Each of Seller the Sellers and the Buying Parties PRG shall preserve until the fifth seventh anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the assets, liabilities or business of the Practice Business prior to the Closing Date. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party parties, and their respective agents, with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the assets, liabilities or business of the Practice Business prior to the ClosingClosing Date, and the other party parties and its their representatives shall have the right right, at their own expense, to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (i) as required by law, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such records may nevertheless be destroyed by a party after the third anniversary of the Closing Date if such party sends to the other parties written notice of its intent to destroy records, specifying with particularly the contents of the records to be destroyed. Such records may then be destroyed after the 30th day after such notice is given unless another party objects to the destruction in which case the party seeking to destroy the records shall deliver such records to the objecting party.

Maintenance of Books and Records. Each of Seller Compuware and the Buying Parties CACI shall preserve or cause to be preserved until the fifth sixth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the assets, liabilities Assets or business of the Practice Assumed Liabilities prior to the Closing Date. After the Closing Date, each where there is a legitimate purpose (which shall be deemed to include tax filings of either party), such party shall provide the other party with access, upon prior prior, written reasonable written request specifying the need therefor, during regular business hours, to (ia) the officers and employees of such party and (iib) the books of account and records of such party, but, in each case, only to the extent relating to the assets, liabilities Assets or business of the Practice Assumed Liabilities prior to the ClosingClosing Date, and the other party and its representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, further provided that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (i) as required by law, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such records may nevertheless be destroyed by a party if such party sends to the other parties written notice of its intent to destroy records, specifying with particularity the contents of the records to be destroyed. Such records may then be destroyed after the 30th day after such notice is given unless another party objects to the destruction, in which case the party seeking to destroy the records shall deliver such records to the objecting party.

Maintenance of Books and Records. Each of Seller and the Buying Parties Purchaser shall preserve until the fifth fourth anniversary of the Closing Date all records possessed or to be possessed by such party relating primarily to any the Transferred Assets or the operation of the assets, liabilities or business of the Practice Software Business prior to the Closing Date. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party with reasonable access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the relevant officers and employees of such party and (ii) the books of account and records of such party, but, in each case, only to the extent primarily relating to the assets, liabilities Transferred Assets or business the operation of the Practice Software Business prior to the ClosingClosing Date, and the other party and its representatives shall have the right to make copies of such books and recordsrecords at their sole expense; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, provided further that, as to so much of the extent such information as constitutes trade secrets or confidential business information Confidential Information of such party, the requesting party will not, and shall ensure that its officers, directors and representatives will use due care are bound not to not disclose such information except (i) as required by lawLaw, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party and its representatives. Such records may nevertheless be destroyed by a party if such party sends the other party written notice of its intent to destroy records, specifying with particularity the contents of the records to be destroyed. Such records may then be destroyed after the 30th day following delivery of such notice unless the other party objects to the destruction, in which case the party seeking to destroy the records shall either agree to retain such records or to deliver such records to the objecting party at the objecting party, its affiliates or its officers, directors or representatives's sole expense.

Maintenance of Books and Records. Each of Seller and the Buying Parties Purchaser shall preserve until the fifth seventh anniversary of the Closing Date all books and records possessed or to be possessed by such party relating to any of the assets, liabilities Purchased Assets or business of the Practice prior to the Closing DateAssumed Liabilities. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party hereto with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (ia) the officers and executive employees of such party and (iib) the books of account and records of such party, but, in each case, only to the extent relating to the assets, liabilities Purchased Assets or business of the Practice prior to the ClosingAssumed Liabilities, and the other party and its representatives shall have the right to make copies of such books and records; provided, provided however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and provided further, provided, that, as that to so much of the extent such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives representative will use due care to not disclose such information except (i) as required by law, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors directors, or representatives. Such records may nevertheless be destroyed by a party if such party sends to the other party written notice of its intent to destroy records, specifying with particularity the contents of the records to be destroyed. Such records may then be destroyed after the 30th day after such notice is given unless another party objects to the destruction in which case the party seeking to destroy the records shall deliver such records to the objecting party.

Maintenance of Books and Records. Each of (a) Seller and the Buying Parties Purchaser shall preserve until the fifth sixth anniversary of the Closing Date all records Books and Records possessed or to be possessed by such party relating to any of the assets, liabilities or business of the Practice Seller prior to the Closing Date. Seller shall give Purchaser written notice of any Books and Records discovered by Seller that were not transferred to Purchaser. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the assets, liabilities or business of the Practice Business prior to the ClosingClosing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and party, its affiliates, officers, directors and representatives will use due care to not disclose such information except (i) as required by law, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such records may nevertheless be destroyed by a party if such party sends to the other parties written notice of its intent to destroy records, specifying with particularity the contents of the records to be destroyed. Such records may then be destroyed after the 30th day after such notice is given unless another party objects to the destruction in which case the party seeking to destroy the records shall deliver such records to the objecting party.

Maintenance of Books and Records. Each of Seller The Sellers and the Buying Parties Purchaser shall preserve until the fifth seventh anniversary of the Closing Date all records Books and Records possessed or to be possessed by such party relating to any of the assets, liabilities or business of the Practice Sellers' Business prior to the Closing Date. After the Closing Date, each where there is a reasonable business purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the assets, liabilities or business of the Practice Sellers' Business prior to the ClosingClosing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided. However, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; the party providing access thereto may designate a site other than its offices as the location for such inspections; and further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives representative will use due care to not disclose such information information, except (i) as required by law, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such records may nevertheless be destroyed by a party if such party sends to the other parties written notice of its intent to destroy records, specifying with particularity the contents of the records to be destroyed. Such records may then be destroyed after the 30th day after such notice is given unless another party objects to the destruction, in which case the party seeking to destroy the records shall deliver such records to the objecting party.

Maintenance of Books and Records. Each of Seller Sellers and the Buying Parties Purchaser shall preserve until the fifth seventh (7th) anniversary of the Closing Date (or, with respect to any Seller, until such time as such Seller is liquidated) all records possessed or to be possessed by such party Party relating to any of the assets, liabilities or business operations of the Practice Acquired Assets or the Designated Entities prior to the Closing Date, provided that books and records relating to Taxes shall be retained until the expiration of the applicable statute of limitations. After the Closing Date, where there is a legitimate purpose, each party Party shall provide the other party Party with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the relevant officers and employees of such party Party and (ii) the books of account and records of such partyParty, but, in each case, only to the extent relating to the assets, liabilities or business and operations of the Practice Acquired Assets or the Designated Entities prior to the ClosingClosing Date, and the other party Party and its representatives shall have the right to make copies of such books and records; provided, however, provided that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and Party, provided further, provided, that, that as to so much of such information as constitutes trade secrets or confidential business information of such partyParty the provisions of Section 7.16 shall apply. Such records may nevertheless be destroyed by a Party if such Party sends the other Party written notice of its intent to destroy records, specifying with reasonable particularity the requesting party and its officers, directors and representatives will use due care contents of the records to not disclose such information except be destroyed. Such records may then be destroyed after the thirtieth (i30th) as required by law, (ii) with the prior written consent day following delivery of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available notice unless the other Party objects to the public generallydestruction, in which case the Party seeking to destroy the records shall either agree to retain such records or becomes generally known to competitors of deliver such party, through sources other than records to the requesting party, its affiliates or its officers, directors or representatives.objecting Party. 7.16

Maintenance of Books and Records. Each of Seller Sellers and the Buying Parties Purchaser shall preserve until the fifth seventh anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the assets, liabilities or business of the Practice Business prior to the Closing Date. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (ia) the officers officers, directors, accountants, and employees of such party and (iib) the books of account and records of such party, but, in each case, only to the extent relating to the assets, liabilities or business of the Practice prior to the Closing, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, further provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (i) as required by law, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such records may nevertheless be destroyed by a party if such party sends to the other party written notice of its intent to destroy records, specifying with particularity the contents of the records to be destroyed. Such records may then be destroyed after the 30th day after such notice is given unless the other party objects to the destruction, in which case, the party seeking to destroy the records shall deliver such records to the objecting party.

Maintenance of Books and Records. Each of Parent, Seller and the Buying Parties Purchaser shall preserve until the fifth sixth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the assets, liabilities or business of the Practice Business prior to the Closing Date. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the assets, liabilities or business of the Practice Business prior to the ClosingClosing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (i) as required by law, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such records may nevertheless be destroyed by a party if such party sends to the other parties written notice of its intent to destroy records, specifying with particularity the contents of the records to be destroyed. Such records may then be destroyed after the thirtieth (30th) day after such notice is given unless another party objects to the destruction, in which case the party seeking to destroy the records shall either agree to retain such records or deliver such records to the objecting party.

Maintenance of Books and Records. Each of Seller Sellers and the Buying Parties Purchaser shall preserve -------------------------------- until the fifth tenth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the assetsAssets, liabilities the Assumed Liabilities or business of the Practice Business prior to the Closing Date. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers officers, employees and employees representatives of such party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the assetsAssets, liabilities Assumed Liabilities or business of the Practice Business prior to the ClosingClosing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable -------- ------- in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, that, as to so much of such ------- -------- information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (i) as required by law, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such records may nevertheless be destroyed by a party if such party sends to the other parties written notice of its intent to destroy records, specifying with particularity the contents of the records to be destroyed. Such records may then be destroyed after the 30th day after such notice is given unless another party objects to the destruction, in which case the party seeking to destroy the records shall either agree to retain such records or deliver such records to the objecting party.

Maintenance of Books and Records. Each of Seller and the Buying Parties Purchaser shall preserve until the fifth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the assets, liabilities or business of the Practice Business prior to the Closing Date. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party party, and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the assets, liabilities or business of the Practice Business prior to the ClosingClosing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (i) as required by law, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such records may nevertheless be destroyed by a party if such party sends to the other parties written notice of its intent to destroy records, specifying with particularity the contents of the records to be destroyed. Such records may then be destroyed after the 30th day after such notice is given unless another party objects to the destruction in which case the party seeking to destroy the records shall deliver such records to the objecting party.

Maintenance of Books and Records. Each of Seller Xxxxxx’x, Sellers and the Buying Parties Purchaser shall preserve until the fifth third anniversary of the Closing Date all records possessed or to be possessed by such party Party relating to any of the assets, liabilities or business of the Practice Business prior to the Closing Date. After the Closing Date, each party where there is a legitimate purpose, such Party shall provide the other party Parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (ia) the officers officers, directors, accountants, and employees of such party Party and (iib) the books of account and records of such party, but, in each case, only to the extent relating to the assets, liabilities or business of the Practice prior to the ClosingParty, and the other party Parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such partyParty; and further, further provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such partyParty, the requesting party Party and its officers, directors and representatives will use due care to not disclose such information except (i) as required by law, (ii) with the prior written consent of such partyParty, which consent shall not be unreasonably withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such partyParty, through sources other than the requesting partyParty, its affiliates Affiliates or its officers, directors or representatives. Such records may nevertheless be destroyed by a Party if such Party sends to the other Party written notice of its intent to destroy records, specifying with particularity the contents of the records to be destroyed. Such records may then be destroyed after the 30th day after such notice is given unless the other Party objects to the destruction, in which case, the Party seeking to destroy the records shall deliver such records to the objecting Party.

Maintenance of Books and Records. Each of Target, Seller and the Buying Parties Buyer shall preserve until the fifth tenth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the assets, liabilities or business of the Practice Business prior to the Closing Date. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the assets, liabilities or business of the Practice Business prior to the ClosingClosing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (i) as required by law, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives.the

Maintenance of Books and Records. Each of Seller The Covanta Parties and the Buying Parties City shall preserve until the fifth anniversary of the Closing Date (or, with respect to OFM, until such time as OFM is liquidated) all records possessed or to be possessed by such party Party relating to any of the assets, liabilities or business of the Practice Assigned Contracts prior to the Closing Date. After the Closing Date, each party where there is a legitimate purpose, such Party shall provide the other party Party with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the relevant officers and employees of such party Party and (ii) the books of account and records of such partyParty, but, in each case, only to the extent relating to the assets, liabilities or business of the Practice Assigned Contracts prior to the ClosingClosing Date, and the other party Parties and its representatives shall have the right to make copies of such books and records; provided, however, provided that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and furtherParty. Such records may nevertheless be destroyed by a Party if such Party sends the other Parties written notice of its intent to destroy records, provided, that, as specifying with reasonable particularity the contents of the records to so much be destroyed. Such records may then be destroyed after the thirtieth day following delivery of such information as constitutes trade secrets or confidential business information of such party, notice unless the requesting party and its officers, directors and representatives will use due care to not disclose such information except (i) as required by law, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available other Parties objects to the public generallydestruction, in which case the Party seeking to destroy the records shall either agree to retain such records or becomes generally known to competitors of deliver such party, through sources other than records to the requesting party, its affiliates or its officers, directors or representativesobjecting Party.

Maintenance of Books and Records. Each of Seller Sellers and the Buying Parties AirTran shall preserve until the fifth seventh anniversary of the Closing Date (or, with respect to any Sellers, until such time as such Seller is liquidated) all records possessed or to be possessed by such party relating to any the ownership, leasing or operation of the assets, liabilities or business of the Practice Transferred Assets prior to the Closing Date. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the relevant officers and employees of such party party, and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the assetsthe, liabilities ownership, leasing or business operation of the Practice Transferred Assets prior to the ClosingClosing Date, and the other party and its representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, further provided that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will shall use due care to not disclose such information except (i) as required by lawLaw, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party and its representatives. Such records may nevertheless be destroyed by a party if such party sends the other party written notice of its intent to destroy records, specifying with particularity the contents of the records to be destroyed. Such records may then be destroyed after the 30th day following delivery of such notice unless the other party objects to the destruction, in which case the party seeking to destroy the records shall either agree to retain such records or to deliver such records to the objecting party, its affiliates or its officers, directors or representatives.

Maintenance of Books and Records. Each of Seller and the Buying Parties Purchaser shall preserve until the fifth tenth anniversary of the Closing Date all records possessed or to be possessed by such party Purchaser relating to any of the assets, liabilities or business of the Practice Business prior to the Closing Date. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the assets, liabilities or business of the Practice Business prior to the ClosingClosing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (i) as required by law, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such records may nevertheless be destroyed by a party if such party sends to the other parties written notice of its intent to destroy records, specifying with particularity the contents of the records to be destroyed. Such records may then be destroyed after the 30th day after such notice is given unless another party objects to the destruction in which case the party seeking to destroy the records shall deliver such records to the objecting party.

Maintenance of Books and Records. Each of Seller and the Buying Parties Purchaser shall preserve until the fifth seventh anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the assets, liabilities or business operations of the Practice Commercial Logic Business prior to the Closing Date. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the relevant officers and employees of such party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the assets, liabilities or business and operations of the Practice Commercial Logic Business prior to the ClosingClosing Date, and the other party and its representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, further provided that, as to so much of such information as constitutes trade secrets berets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (i) as required by lawLaw, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party and its representatives. Such records may nevertheless be destroyed by a party if such party sends the other party written notice of its intent to destroy records, specifying with particularity the contents of the records to be destroyed. Such records may then be destroyed after the 30th day following delivery of such notice unless the other party objects to the destruction, in which case the party seeking to destroy the records shall either agree to retain such records or to deliver such records to the objecting party, its affiliates or its officers, directors or representatives.

Maintenance of Books and Records. Each of Seller the Seller, the Purchaser and the Buying Parties Subsidiary shall preserve until the fifth tenth (10th) anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the assets, liabilities or business of the Practice Cables Business prior to the Closing Date. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party with access, upon prior reasonable written request specifying the need therefortherefore, during regular business hours, to (i) the officers and employees of such party party, and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the assets, liabilities or business of the Practice Cables Business prior to the ClosingClosing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, further provided that, as to so much of the extent such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (i) as required by law, law or legal process (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information is or becomes available to the public generally, or is or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such records may nevertheless be destroyed by a party if such party sends to the other parties written notice of its intent to destroy records, specifying with particularity the contents of the records to be destroyed. Such records may then be destroyed after the thirtieth (30th) day after such notice is given unless another party object to the destruction in which case the party seeking to destroy the records shall deliver such records to the objecting party.

Maintenance of Books and Records. Each of Seller Seller, Exxxxxxxx, Xxxx and the Buying Parties Purchaser shall preserve until the fifth tenth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the assets, liabilities or business of the Practice Exxxxxxxx prior to the Closing Date. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the assets, liabilities or business of the Practice Exxxxxxxx prior to the ClosingClosing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (i) as required by lawLaw, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates Affiliates or its officers, directors or representatives. Such records may nevertheless be destroyed by a party if such party sends to the other parties written notice of its intent to destroy records, specifying with particularity the contents of the records to be destroyed. Such records may then be destroyed after the 30th day after such notice is given unless another party objects to the destruction, in which case the party seeking to destroy the records shall either agree to retain such records or deliver such records to the objecting party.

Maintenance of Books and Records. Each of Seller and the Buying Parties Purchaser shall (and Purchaser will cause Holdings to) each preserve until the fifth anniversary of the Closing Date all records possessed or to be Records possessed by such party relating to any of the assets, liabilities Business or business of the Practice Assets prior to the Closing DateDate for a period of at least six years following the fiscal year to which the Records relate. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party parties and their representatives with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (ia) the officers and employees of such party and (iib) the books of account and records Records of such party, but, in each case, only to the extent relating to the assets, liabilities Assets or business of the Practice Business prior to the ClosingClosing Date, and the other party parties and its their representatives shall have the right to make copies of such books and recordsRecords; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, provided that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (ix) as required by law, (iiy) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iiiz) where such information becomes available to the public generally, or becomes generally known to competitors of such party, party through sources other than the requesting party, its affiliates or its officers, directors or representatives.. Such Records may nevertheless be destroyed by a party if such party sends to the other parties written notice of its intent to destroy the Records, specifying with particularity the contents of the Records to be destroyed. Such Records may then

Maintenance of Books and Records. Each of Purchaser and Seller and the Buying Parties shall preserve until the fifth sixth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the assets, liabilities or business of the Practice Xxxxxx prior to the Closing DateClosing. After the Closing DateClosing, each where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the assets, liabilities or business of the Practice Xxxxxx prior to the Closing, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (i) as required by law, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives.

Maintenance of Books and Records. Each of Seller and the Buying Parties shall preserve until the fifth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the assets, liabilities or business of the Practice prior to the Closing Date. After the Closing DateEffective Time, where there is a legitimate purpose, each party of Sellers and Purchaser shall provide the other party others and their representatives with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party Party and (ii) the books of account and records of such partyParty, but, in each case, only to the extent relating to the assets, liabilities or business operations of the Practice Business prior to the ClosingEffective Time or the performance of the Assumed Liabilities, and the other party Parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such partyParty; and further, provided, that, as to so much of such information as constitutes trade secrets Trade Secrets or confidential business information of such partyParty, the requesting party and Party, its affiliates, officers, directors and representatives will use due care to not disclose such information except (i) as required by law, (ii) with the prior written consent of such partyParty, which consent shall not be unreasonably withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such partyParty, through sources other than the requesting partyParty, its affiliates or its officers, directors or representatives. All books and records possessed or to be possessed by such Party relating to any of the Assets, liabilities or business of the Business prior to the Effective Time shall be preserved for a reasonable period of time, but in any event for not less than two years. Before destroying any such records, a Party send to the other parties written notice of its intent to destroy records, specifying with particularity the contents of the records to be destroyed. Such records may then be destroyed after the 60th day after such notice is given unless another Party objects to the destruction in which case the Party seeking to destroy the records shall deliver such records to the objecting Party.

Maintenance of Books and Records. Each of Seller shall and the Buying Parties shall cause RII to, and Purchaser shall and shall cause each Acquired Subsidiary to, preserve until the fifth eighth anniversary of the Closing Date all records possessed or to be possessed by such party relating to any of the assets, assets or liabilities or business of the Practice Business, or the operation of the Business, prior to the Closing Date. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (ia) the officers and employees of such party and (iib) the books of account and records of such party, but, in each case, only to the extent relating to the assets, liabilities or business of the Practice Business prior to the ClosingClosing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, further that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors directors, and representatives will use due care to not disclose such information except to the extent such information (ia) as is required to be disclosed by law, Law or pursuant to an order or request of a judicial authority or Governmental Entity having competent jurisdiction (iiprovided the party seeking to disclose such information provides the other party or parties with reasonable prior notice thereof) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iiib) where such information becomes which can be shown to have been generally available to the public generallyotherwise than as a result of a breach of this Section 9.2. Such records may nevertheless be destroyed by a party if such party sends to the other parties written notice of its intent to destroy records, specifying with particularity the contents of the records to be destroyed. Such records may then be destroyed after the 30th day after such notice is given unless another party objects to the destruction, in which case the party seeking to destroy the records shall either agree to retain such records or becomes generally known deliver such records to competitors of such the objecting party, through sources other than the requesting party, its affiliates or its officers, directors or representatives.

Maintenance of Books and Records. Each of Seller Sellers and the Buying Parties Purchaser shall preserve until the fifth seventh anniversary of the Closing Date (or, with respect to any Sellers, until such time as such Seller is liquidated) all records possessed or to be possessed by such party relating to any of the assets, liabilities or business operations of the Practice Transferred Assets prior to the Closing Date. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the relevant officers and employees of such party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the assets, liabilities or business and operations of the Practice Transferred Assets prior to the ClosingClosing Date, and the other party and its representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, further provided that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will shall use due care to not disclose such information except (i) as required by lawLaw, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party and its representatives. Such records may nevertheless be destroyed by a party if such party sends the other party written notice of its intent to destroy records, specifying with particularity the contents of the records to be destroyed. Such records may then be destroyed after the 30th day following delivery of such notice unless the other party objects to the destruction, in which case the party seeking to destroy the records shall either agree to retain such records or to deliver such records to the objecting party, its affiliates or its officers, directors or representatives.

Maintenance of Books and Records. Each of Seller Compuware, Key Employee and the Buying Parties DevStream shall preserve until the fifth anniversary of for seven (7) years from the Closing Date all records possessed or to be possessed by such party relating to any of the assets, liabilities Assets or business of the Practice Assumed Liabilities prior to the Closing Date. After the Closing Date, each where there is a legitimate purpose (which shall be deemed to include tax filings of either party), such party shall provide the other party with access, upon prior prior, written reasonable written request specifying the need therefor, during regular business hours, to (ia) the officers and employees of such party and (iib) the books of account and records of such party, but, in each case, only to the extent relating to the assets, liabilities Assets or business of the Practice Assumed Liabilities prior to the ClosingClosing Date, and the other party and its representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, further provided that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (i) as required by law, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such records may nevertheless be destroyed by a party if such party sends to the other parties written notice of its intent to destroy records, specifying with particularity the contents of the records to be destroyed. Such records may then be destroyed after the thirtieth day after such notice is given unless another party objects to the destruction, in which case the party seeking to destroy the records shall deliver such records to the objecting party.

Maintenance of Books and Records. Each of Parent, Seller and the Buying Parties Purchaser shall preserve until the fifth anniversary of in accordance with their respective retention policies in effect on the Closing Date all records possessed or to be possessed by such party relating to any of the assets, liabilities or business of the Practice Business prior to the Closing Date. After the Closing Date, each where there is a legitimate purpose, such party shall provide the other party parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of such party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the assets, liabilities or business of the Practice Business prior to the ClosingClosing Date, and the other party parties and its their representatives shall have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of such party; and further, provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such party, the requesting party and its officers, directors and representatives will use due care to not disclose such information except (i) as required by law, (ii) with the prior written consent of such party, which consent shall not be unreasonably withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such party, through sources other than the requesting party, its affiliates or its officers, directors or representatives. Such records may nevertheless be destroyed by a party if such party sends to the other parties written notice of its intent to destroy records, specifying with particularity the contents of the records to be destroyed. Such records may then be destroyed after the 30th day after such notice is given unless another party objects to the destruction, in which case the party seeking to destroy the records shall either agree to retain such records or deliver such records to the objecting party.