Common use of Access and Records Clause in Contracts

Access and Records. (a) Seller will give or cause to be given to Buyer and its authorized representatives reasonable access (including daily access for the purpose of evaluating potential post-closing cost savings, training of employees and observation of procedures and controls related to the Business) to all personnel, sites, properties, agreements, commitments, books and records of Seller and its accountants, and will permit Buyer and its authorized representatives or cause them to be permitted to make such copies and inspections thereof as they may reasonably request. (b) Within 45 days after the Closing Date, Seller shall deliver or cause to be delivered to Buyer, copies of Tax records that are relevant to post-Closing tax periods and all other files, books, records, information and data relating to the Acquired Assets or the Business (other than Tax records) that are in the possession or control of Seller. (c) Seller and Buyer agree that, so long as the books and records retained by Seller relating to the Business or the Acquired Assets or the books and records delivered to Buyer pursuant to Section 5.2(b) remain in existence and available, each party shall have the right to inspect and, at its expense, to make copies of the same at any time upon reasonable notice during business hours for any proper purpose. For a period of seven years following the Closing Date, the parties will not, without first having offered to deliver the same to the other party, destroy or permit the destruction of any of such books and records in its possession. Each party agrees that it will make available to the other and to any accountants or attorneys or tax agents authorized by such other party, at the expense of the party requesting the same, any such records or information needed in connection with any Tax matters, litigation or similar matters.