Common use of Access to Books and Records and Personnel Clause in Contracts

Access to Books and Records and Personnel. For a period of seven years from the Closing Date (or such longer period as may be required by any Governmental Body or requested by a Party in connection with disputes or litigation): (a) neither Party shall either dispose of or destroy any of the books and records (other than records regarding the conduct of the Business at times prior to seven years prior to the Closing Date) retained or held by such Party relating to the ownership of the Acquired Assets by Seller or the operation of the Business prior to Closing without first offering to turn over possession thereof to the other Party, by written notice to the other Party at least 30 days prior to the proposed date of such disposition or destruction; (b) each Party shall allow the other Party and its agents reasonable access to such books and records during normal working hours at the offices of such Party at which such books and records are located; (c) each Party shall make available to the other Party upon written request therefor (i) copies of any such books and records, (ii) its personnel to assist the other Party in locating and obtaining any such books and records, and (iii) any other assistance or participation reasonably required, including access to personnel (including for depositions and/or court appearances to the extent reasonably necessary), by a Party in connection with existing or future litigation (including defense of Actions referred to in Section 10.4), tax returns, audited and unaudited financial statements or accounting reports or other matters in which such Party is involved, relating to the operation of the Business prior to Closing, to the Acquired Assets or to the Assumed Obligations or Retained Obligations, as applicable. The Party so requesting shall reimburse the other Party for the reasonable costs and expenses (excluding corporate overhead and salaries but including out of pocket and third party costs and expenses) incurred by such Party in performing the covenants contained in this Section 5.10; and (d) each Party’s access under this Section 5.10 shall not unreasonably interfere with the continuing operations or business of the other Party or its Affiliates and shall be subject to such Party and its Affiliates’ customary safety and security policies and shall be subject to any legal privileges that may then be applicable.