Common use of Access to Records after Closing Clause in Contracts

Access to Records after Closing. Buyer agrees, and agrees to cause the Companies, for a period of six years from the Closing Date, to hold all of the books and records of or pertaining to the Companies existing on the Closing Date and not to destroy or dispose of any such books and records. If at any time Buyer proposes to destroy or dispose of any of such books and records, Buyer agrees, and agrees to cause the Companies, to offer first in writing at least sixty (60) days prior to such proposed destruction or disposition to surrender them to Seller. Buyer agrees, and agrees to cause the Companies, at any time and from time to time following the Closing Date to afford Seller, its accountants, and counsel, during normal business hours, upon reasonable request, full access to such books, records and other data and to the employees engaged in the Business or any successor thereto to the extent that such access may be requested for any legitimate purpose, including the preparation of Tax Returns, the operations of the Business prior to the Closing Date and any dispute or controversy arising out of this Agreement, at no cost to Seller (other than for reasonable out-of-pocket expenses); provided, however, that nothing herein shall limit any of Seller's or its Affiliates' rights of discovery. For a period of six years after the Closing, Buyer will make available, and will cause the Companies to make available, to Seller the employees of the Companies whom Seller and its Affiliates may reasonably need in order to defend or prosecute any legal or administrative action to which Seller or any of its Affiliates is, or is threatened to be made, a party and which relates to the conduct of the Business prior to the Closing. Seller agrees to, and shall cause its accountants, counsel and other representatives to, hold in confidence and not to use except for the purposes provided above all books, records and other data of the Companies, except to the extent the disclosure of any information is required in connection with the purposes for which such information is sought and then (except with respect to any disclosure relating to Requirements of Law) only after giving notice to Buyer of the portions to be disclosed and the Person to whom such information is to be disclosed. If Buyer reasonably requests, Seller will use its reasonable efforts to maintain the confidentiality of such information to be filed or provided to any other Person. Seller agrees, for a period of six years from the Closing Date, to hold all of the books and records of or pertaining to the Companies existing on the Closing Date that are retained by Seller and not to destroy or dispose of any such books and records. If at any ▇▇▇▇ ▇▇▇▇▇▇ proposes to destroy or dispose of any of such books and records, to offer first in writing at least sixty (60) days prior to such proposed destruction or disposition to surrender them to Buyer. Seller agrees at any time and from time to time following the Closing Date to afford Buyer, its accountants, and counsel, during normal business hours, upon reasonable request, full access to such books, records and other data to the extent that such access may be requested for any legitimate purpose at no cost to Buyer (other than for reasonable out-of-pocket expenses); provided, however, that nothing herein shall limit any of Buyer's or its Affiliates' rights of discovery.

Access to Records after Closing. (a) The Buyer agreesagrees that on and after each applicable Closing Date it will permit the Seller and its representatives, during normal business hours and on reasonable prior notice and without unreasonably interfering with the business of the Buyer, to have access to and to examine and take copies of all applicable Files, whether with respect to transactions or events occurring prior to the applicable Closing Date or to transactions or events occurring subsequent to the applicable Closing Date which arise out of transactions or events occurring prior to or after such Closing Date, other than those documents or materials or work product in any of the Files reasonably determined by Buyer to constitute an attorney-client privileged communication. The Seller and the Buyer agree that any such access to the Files shall be granted only in the event that the Seller or an Affiliate of the Seller is named as a party in, or is threatened with, any litigation or similar proceeding in connection with any Purchased Asset or to the extent that the Seller may require such access in connection with any Tax, regulatory, accounting, corporate or similar matter relating to any Purchased Asset or its transfer hereunder. (b) The Buyer agrees to cause that it shall preserve and keep the Companies, Files for a period at least equal to the period required by the Buyer's record retention policy for similar materials. Notwithstanding any of six years from the Closing Dateforegoing, to hold the Buyer may destroy any or all of the Files without notice to the Seller at any time after the seventh (7th) anniversary of the Signing Date. (c) The Seller agrees that on and after the applicable Closing Date it will permit the Buyer and its representatives, during normal business hours and on reasonable prior notice and without unreasonably interfering with the business of the Seller, to have access to electronically-stored data or other computerized records of the Seller (other than Excluded Materials) that relate exclusively to the applicable Portfolio Accounts. The Seller agrees that it shall preserve and keep such electronically-stored data and computerized records relating exclusively to the Portfolio Accounts (other than Excluded Materials) for a period at least equal to the period required by the Seller's record retention policy for similar materials. (d) Each party agrees that its access to books and records of or pertaining the other party pursuant to this Section 13.6 shall be subject to the Companies existing on the Closing Date and not to destroy or dispose confidentiality provisions of any such books and records. If at any time Buyer proposes to destroy or dispose of any of such books and records, Buyer agrees, and agrees to cause the Companies, to offer first in writing at least sixty (60) days prior to such proposed destruction or disposition to surrender them to Seller. Buyer agrees, and agrees to cause the Companies, at any time and from time to time following the Closing Date to afford Seller, its accountants, and counsel, during normal business hours, upon reasonable request, full access to such books, records and other data and to the employees engaged in the Business or any successor thereto to the extent that such access may be requested for any legitimate purpose, including the preparation of Tax Returns, the operations of the Business prior to the Closing Date and any dispute or controversy arising out of this Agreement, at no cost to Seller (other than for reasonable out-of-pocket expenses); provided, however, that nothing herein shall limit any of Seller's or its Affiliates' rights of discovery. For a period of six years after the Closing, Buyer will make available, and will cause the Companies to make available, to Seller the employees of the Companies whom Seller and its Affiliates may reasonably need in order to defend or prosecute any legal or administrative action to which Seller or any of its Affiliates is, or is threatened to be made, a party and which relates to the conduct of the Business prior to the Closing. Seller agrees to, and shall cause its accountants, counsel and other representatives to, hold in confidence and not to use except for the purposes provided above all books, records and other data of the Companies, except to the extent the disclosure of any information is required in connection with the purposes for which such information is sought and then (except with respect to any disclosure relating to Requirements of Law) only after giving notice to Buyer of the portions to be disclosed and the Person to whom such information is to be disclosed. If Buyer reasonably requests, Seller will use its reasonable efforts to maintain the confidentiality of such information to be filed or provided to any other Person. Seller agrees, for a period of six years from the Closing Date, to hold all of the books and records of or pertaining to the Companies existing on the Closing Date that are retained by Seller and not to destroy or dispose of any such books and records. If at any ▇▇▇▇ ▇▇▇▇▇▇ proposes to destroy or dispose of any of such books and records, to offer first in writing at least sixty (60) days prior to such proposed destruction or disposition to surrender them to Buyer. Seller agrees at any time and from time to time following the Closing Date to afford Buyer, its accountants, and counsel, during normal business hours, upon reasonable request, full access to such books, records and other data to the extent that such access may be requested for any legitimate purpose at no cost to Buyer (other than for reasonable out-of-pocket expenses); provided, however, that nothing herein shall limit any of Buyer's or its Affiliates' rights of discoverySection 13.1.

Access to Records after Closing. Buyer agrees, and agrees to cause the Companies, for a period of six years from the Closing Date, to hold all of the books and records of or pertaining to the Companies existing on the Closing Date and not to destroy or dispose of any such books and records. If at any time Buyer proposes to destroy or dispose of any of such books and records, Buyer agrees, and agrees to cause the Companies, to offer first in writing at least sixty (60a) days prior to such proposed destruction or disposition to surrender them to Seller. Buyer agrees, and agrees to cause the Companies, at any time and from time to time following the Closing Date to afford Seller, its accountants, and counsel, during normal business hours, upon reasonable request, full access to such books, records and other data and to the employees engaged in the Business or any successor thereto to the extent that such access may be requested for any legitimate purpose, including the preparation of Tax Returns, the operations of the Business prior to the Closing Date and any dispute or controversy arising out of this Agreement, at no cost to Seller (other than for reasonable out-of-pocket expenses); provided, however, that nothing herein shall limit any of Seller's or its Affiliates' rights of discovery. For a period of six years after the ClosingClosing Date, Buyer will make available, and will cause the Companies to make available, to Seller the employees of the Companies whom Seller and its Affiliates may reasonably need in order representatives shall have reasonable access to defend or prosecute any legal or administrative action to which Seller or any of its Affiliates is, or is threatened to be made, a party and which relates to the conduct of the Business prior to the Closing. Seller agrees to, and shall cause its accountants, counsel and other representatives to, hold in confidence and not to use except for the purposes provided above all books, records and other data of the Companies, except to the extent the disclosure of any information is required in connection with the purposes for which such information is sought and then (except with respect to any disclosure relating to Requirements of Law) only after giving notice to Buyer of the portions to be disclosed and the Person to whom such information is to be disclosed. If Buyer reasonably requests, Seller will use its reasonable efforts to maintain the confidentiality of such information to be filed or provided to any other Person. Seller agrees, for a period of six years from the Closing Date, to hold all of the books and records of or the Company Group pertaining to the Companies existing on operations of the Company Group or the Seller Group prior to the Closing Date (to the extent that are retained by Seller and not to destroy or dispose of any such books and recordsrecords were delivered to Buyer (either directly or indirectly through Buyer’s acquisition of the Company Group Members) pursuant to this Agreement) for any reasonable business purpose, including in order for Seller to (i) defend an indemnified claim made pursuant to this Agreement, (ii) defend a Tax proceeding or Tax audit, (iii) respond to a written demand of a Governmental Body with jurisdiction over the Seller Group and (iv) comply with its reporting obligations under applicable securities laws; provided, however, that nothing in this Section 13.6(a) shall obligate Buyer or its Affiliates to provide any such access if providing such access would violate Requirements of Laws. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours and with a view toward minimizing disruption of business. Seller shall be solely responsible for any costs or expenses incurred by it, its representatives, Buyer or any Company Group Member pursuant to this Section 13.6(a). If at any ▇▇▇▇ ▇▇▇▇▇▇ proposes Buyer or the Company Group shall desire to destroy or dispose of any of such books and recordsrecords prior to the expiration of such six-year period, to offer first in writing at least sixty (60) days Buyer shall, prior to such proposed destruction or disposition disposition, give Seller a reasonable opportunity, at Seller’s expense, to surrender them segregate and remove such books and records as Seller may select. (b) For a period of six years after the Closing Date, Buyer and its representatives shall have reasonable access to Buyer. all of the books and records of the Seller agrees at any time and from time Group pertaining to time following the Business prior to the Closing Date to afford Buyer, its accountants, and counsel, during normal business hours, upon reasonable request, full access to such books, records and other data (to the extent that such access may be requested for any legitimate purpose at no cost books and records were not delivered to Buyer (other than either directly or indirectly through Buyer’s acquisition of the Company Group Members) pursuant to this Agreement) for any reasonable out-of-pocket expenses)business purpose, including in order for Buyer to (i) defend an indemnified claim made pursuant to this Agreement, (ii) defend a Tax proceeding or Tax audit, (iii) respond to a written demand of a Governmental Body with jurisdiction over the Buyer Group and (iv) comply with its reporting obligations under applicable securities laws; provided, however, that nothing herein in this Section 13.6(b) shall limit obligate Seller or its Affiliates to provide any such access if providing such access would violate Requirements of Laws. Such access shall be afforded by Seller upon receipt of reasonable advance notice and during normal business hours and with a view toward minimizing disruption of business. Buyer shall be solely responsible for any costs or expenses incurred by it, its representatives, Seller or any Seller Group Member pursuant to this Section 13.6(b). If Seller shall desire to dispose of any of such books and records prior to the expiration of such six-year period, Seller shall, prior to such disposition, give Buyer a reasonable opportunity, at Buyer's or its Affiliates' rights of discovery’s expense, to segregate and remove such books and records as Buyer may select.

Access to Records after Closing. Buyer agrees, and agrees to cause (a) Following the Companies, for a period of six years from the Closing Date, to hold all of the books and records of or pertaining to the Companies existing on the Closing Date and not to destroy or dispose of any such books and records. If at any time Buyer proposes to destroy or dispose of any of such books and recordsClosing, Buyer agrees, and agrees to cause the Companies, to offer first in writing at least sixty (60) days prior to such proposed destruction or disposition to surrender them shall give to Seller. Buyer agrees, and agrees to cause the Companieswithout charge, at any time and from time to time following the Closing Date to afford Seller, its accountants, and counsel, during normal business hours, upon reasonable request, full access to such (and the right to make copies at the expense of Seller of) the books, files, records and other data and to tax returns of the employees engaged in the Business or any successor thereto Company to the extent that such access may be requested for any legitimate purpose, including relate to the preparation of Tax Returns, the business and operations of the Business Company on or prior to the Closing Date and are in the Company's possession on the Closing Date or subsequently come into Buyer's possession, but any dispute or controversy arising out access pursuant to this Section 5.3 shall be conducted by Seller in good faith, with a reasonable purpose and in such manner as not to interfere unreasonably with the operations of this Agreement, at no cost to Seller (other than for reasonable out-of-pocket expenses); provided, however, that nothing herein shall limit any of Seller's or its Affiliates' rights of discoveryBuyer following the Closing. For a period of six five years after the Closing, Buyer will make availableshall maintain such books, and will cause the Companies to make available, to Seller the employees of the Companies whom Seller and its Affiliates may reasonably need in order to defend or prosecute any legal or administrative action to which Seller or any of its Affiliates is, or is threatened to be made, a party and which relates to the conduct of the Business prior to the Closing. Seller agrees to, and shall cause its accountants, counsel and other representatives to, hold in confidence and not to use except for the purposes provided above all booksfiles, records and other data of the Companiestax returns and thereafter, except prior to the extent the disclosure of any information is required in connection with the purposes for which such information is sought and then (except with respect to any disclosure relating to Requirements of Law) only after giving notice to Buyer of the portions to be disclosed and the Person to whom such information is to be disclosed. If Buyer reasonably requests, Seller will use its reasonable efforts to maintain the confidentiality of such information to be filed destroying or provided to any other Person. Seller agrees, for a period of six years from the Closing Date, to hold all of the books and records of or pertaining to the Companies existing on the Closing Date that are retained by Seller and not to destroy or dispose of any such books and records. If at any ▇▇▇▇ ▇▇▇▇▇▇ proposes to destroy or dispose disposing of any of such books and recordsthem, Buyer shall give, or shall cause the Company to offer first in writing at least sixty (60) days prior give, 30 days' advance notice to such proposed Seller of their intended destruction or disposition disposition, and during such 30-day period Seller shall have the right to surrender them take possession of the same or to make copies of the same, all at Seller's expense. (b) Following the Closing, Seller shall give to Buyer. Seller agrees at any time and from time to time following the Closing Date to afford Buyer, its accountantswithout charge, and counsel, during normal business hours, upon reasonable request, full access to such (and the right to make copies at the expense of Buyer of) the books, files, records and other data tax returns of Seller to the extent that such relate to the business and operations of the Company on or prior to the Closing Date and are in Seller's possession on the Closing Date or subsequently come into Seller's possession, but any access may pursuant to this Section 5.3 shall be requested for conducted by Buyer in good faith, with a reasonable purpose and in such manner as not to interfere unreasonably with the operations of Seller following the Closing. For a period of five years after the Closing, Seller shall maintain such books, files, records and tax returns and thereafter, prior to destroying or disposing of any legitimate purpose at no cost of them, Seller shall give, 30 days' advance notice to Buyer (other than for reasonable outof their intended destruction or disposition, and during such 30-of-pocket expenses); providedday period Buyer shall have the right to take possession of the same or to make copies of the same, however, that nothing herein shall limit any of all at Buyer's expense. (c) For a period of one hundred twenty (120) days following the Closing, Buyer shall cause to be prepared and delivered to Seller (to the extent not already prepared and delivered) in the normal time frame followed by Seller and the Company consistent with past practice and in all events within fifteen (15) days after it shall have been requested by Seller, the financial reporting package for the Company (but only in respect of periods ending on or its Affiliates' rights prior to the Closing Date) for (i) the quarterly closing for Seller's fiscal quarter ending July 31, 1999, and (ii) Seller's fiscal year ending January 31, 2000. After such one hundred twenty (120) day period, Buyer shall cooperate and use reasonable diligence to provide Seller with all information requested by Seller to assist Seller in preparing a financial reporting package for the Company (but only in respect of discoveryperiods ending on or prior to the Effective Date) for (i) the quarterly closing for Seller's fiscal quarter ending July 31, 1999, and (ii) Seller's fiscal year ending January 31, 2000.

Access to Records after Closing. Buyer agrees, and agrees to cause (a) Following the Companies, for a period of six years from the Closing Date, to hold all of the books and records of or pertaining to the Companies existing on the Closing Date and not to destroy or dispose of any such books and records. If at any time Buyer proposes to destroy or dispose of any of such books and recordsClosing, Buyer agrees, and agrees to cause the Companies, to offer first in writing at least sixty (60) days prior to such proposed destruction or disposition to surrender them shall give to Seller. Buyer agrees, and agrees to cause the Companieswithout charge, at any time and from time to time following the Closing Date to afford Seller, its accountants, and counsel, during normal business hours, upon reasonable request, full access to such (and the right to make copies at the expense of Seller of) the books, files, records and other data and to tax returns of the employees engaged in the Business or any successor thereto Company to the extent that such relate to the business and operations of the Company on or prior to the Effective Date and are in the Company's possession on the Closing Date or subsequently come into Buyer's possession, but any access may pursuant to this Section 5.3 shall be requested for any legitimate purposeconducted by Seller in good faith, including the preparation of Tax Returns, with a reasonable purpose and in such manner as not to interfere unreasonably with the operations of Buyer following the Business prior Closing. Buyer shall also use reasonable diligence to provide all information requested by Seller with respect to the Closing Date and any dispute or controversy arising out of this Agreementperiod ending December 31, at no cost to Seller (other than 1999, for reasonable out-of-pocket expenses); provided, however, that nothing herein shall limit any of Seller's or its Affiliates' rights of discoverytax purposes. For a period of six five years after the Closing, Buyer will make availableshall maintain such books, and will cause the Companies to make available, to Seller the employees of the Companies whom Seller and its Affiliates may reasonably need in order to defend or prosecute any legal or administrative action to which Seller or any of its Affiliates is, or is threatened to be made, a party and which relates to the conduct of the Business prior to the Closing. Seller agrees to, and shall cause its accountants, counsel and other representatives to, hold in confidence and not to use except for the purposes provided above all booksfiles, records and other data of the Companiestax returns and thereafter, except prior to the extent the disclosure of any information is required in connection with the purposes for which such information is sought and then (except with respect to any disclosure relating to Requirements of Law) only after giving notice to Buyer of the portions to be disclosed and the Person to whom such information is to be disclosed. If Buyer reasonably requests, Seller will use its reasonable efforts to maintain the confidentiality of such information to be filed destroying or provided to any other Person. Seller agrees, for a period of six years from the Closing Date, to hold all of the books and records of or pertaining to the Companies existing on the Closing Date that are retained by Seller and not to destroy or dispose of any such books and records. If at any ▇▇▇▇ ▇▇▇▇▇▇ proposes to destroy or dispose disposing of any of such books and recordsthem, Buyer shall give, or shall cause the Company to offer first in writing at least sixty (60) days prior give, 30 days' advance notice to such proposed Seller of their intended destruction or disposition disposition, and during such 30-day period Seller shall have the right to surrender them take possession of the same or to make copies of the same, all at Seller's expense. (b) Following the Closing, Seller shall give to Buyer. Seller agrees at any time and from time to time following the Closing Date to afford Buyer, its accountantswithout charge, and counsel, during normal business hours, upon reasonable request, full access to such (and the right to make copies at the expense of Buyer of) the books, files, records and other data tax returns of Seller to the extent that such relate to the business and operations of the Company on or prior to the Effective Date and are in Seller's possession on the Closing Date or subsequently come into Seller's possession, but any access may pursuant to this Section 5.3 shall be requested for conducted by Buyer in good faith, with a reasonable purpose and in such manner as not to interfere unreasonably with the operations of Seller following the Closing. For a period of five years after the Closing, Seller shall maintain such books, files, records and tax returns and thereafter, prior to destroying or disposing of any legitimate purpose at no cost of them, Seller shall give, 30 days' advance notice to Buyer (other than for reasonable outof their intended destruction or disposition, and during such 30-of-pocket expenses); providedday period Buyer shall have the right to take possession of the same or to make copies of the same, however, that nothing herein shall limit any of all at Buyer's expense. (c) For a period of one hundred twenty (120) days following the Closing, Buyer shall cause to be prepared and delivered to Seller (to the extent not already prepared and delivered) in the normal time frame followed by Seller and the Company consistent with past practice and in all events within fifteen (15) days after it shall have been requested by Seller, the financial reporting package for the Company (but only in respect of periods ending on or its Affiliates' rights prior to the Closing Date) for (i) the quarterly Closing for Seller's fiscal quarter ending July 31, 1999, and (ii) Seller's fiscal year ending January 31, 2000. After such one hundred twenty (120) day period, Buyer shall cooperate and use reasonable diligence to provide Seller with all information requested by Seller to assist Seller in preparing a financial reporting package for the Company (but only in respect of discoveryperiods ending on or prior to the Closing Date) for (i) the quarterly closing for Seller's fiscal quarter ending July 31, 1999, and (ii) Seller's fiscal year ending January 31, 2000.

Access to Records after Closing. Buyer agrees, and agrees to cause the Companies, for a period of six years from (a) After the Closing Date, Buyer agrees that it will give, or cause to hold all of the books be given, to Sellers, their Affiliates, their successors and records of or pertaining their representatives, such access to the Companies existing on the Closing Date and not to destroy or dispose of any such books and records. If at any time Buyer proposes to destroy or dispose of any of such books and facilities, equipment, data, employees, properties, titles, contracts, books, records, Buyer agreesfiles, documents and agrees to cause the Companies, to offer first in writing at least sixty (60) days prior to such proposed destruction or disposition to surrender them to Seller. Buyer agrees, and agrees to cause the Companies, at any time and from time to time following the Closing Date to afford Seller, its accountants, and counsel, during normal business hours, upon reasonable request, full access to such books, records and other data and to the employees engaged in the Business or any successor thereto to the extent that such access may be requested for any legitimate purpose, including the preparation of Tax Returns, the operations affairs of the Business prior as is reasonably necessary to allow Sellers or their successors to obtain information in the Closing Date and any dispute or controversy arising out of this Agreement, at no cost to Seller (other than for reasonable out-of-pocket expenses); provided, however, that nothing herein shall limit any of SellerBuyer's or its Affiliates' rights of discovery. For a period of six years after the Closing, Buyer will make available, and will cause the Companies to make available, to Seller the employees of the Companies whom Seller and its Affiliates may reasonably need in order to defend or prosecute any legal or administrative action to which Seller or any of its Affiliates is, or is threatened to be made, a party and which relates to the conduct of the Business prior to the Closing. Seller agrees to, and shall cause its accountants, counsel and other representatives to, hold in confidence and not to use except for the purposes provided above all books, records and other data of the Companies, except to the extent the disclosure of any information is required in connection with the purposes for which such information is sought and then (except possession with respect to the Litigation, the matters described in Section 7.10, any disclosure other Excluded Liabilities or any claims, demands, audits, suits, Tax matters, regulatory matters or other matters, relating to Requirements of Law) only after giving notice to Buyer either of the portions Sellers as the previous owner and operator of the Business, and (at Sellers' or their successors' expense) to be disclosed and the Person to whom such information is to be disclosed. If Buyer reasonably requests, Seller will use its reasonable efforts to maintain the confidentiality make copies of such information to be filed the extent reasonably necessary. To the extent that the Purchased Assets include either Seller's rights, title or provided interest in or to any software (whether object or service code) used by the Accufix Research Institute, Buyer hereby grants to Sellers, the Accufix Research Institute and their Affiliates, a perpetual, non-exclusive, irrevocable, royalty-free, paid-up license to use such software, provided that Sellers shall not have the right to sub-license such rights to any person other Person. Seller agrees, for a period than any present or future Affiliate of six years from either Seller. (b) After the Closing Date, Sellers agree that they will give, or cause to hold all of the books and records of or pertaining to the Companies existing on the Closing Date that are retained by Seller and not to destroy or dispose of any such books and records. If at any ▇▇▇▇ ▇▇▇▇▇▇ proposes to destroy or dispose of any of such books and recordsbe given, to offer first in writing at least sixty (60) days prior to such proposed destruction or disposition to surrender them to Buyer. Seller agrees at any time and from time to time following the Closing Date to afford Buyer, its accountantssuccessors and its representatives, such access to the facilities, equipment, data, employees, properties, titles, contracts, books, records, files, documents and affairs of Sellers associated with the Business as is reasonably necessary to allow Buyer or Buyer's successors to obtain information with respect to the matters described in Section 7.10, any claims, demands, audits, suits, Tax matters, regulatory matters or other matters relating to Buyer as the new owner and operator of the Business, and counsel, during normal business hours, upon reasonable request, full access to such books, records and other data to the extent that such access may be requested for any legitimate purpose (at no cost to Buyer (other than for reasonable out-of-pocket expenses); provided, however, that nothing herein shall limit any of Buyer's or its Affiliatessuccessors' rights expense) to make copies of discoverysuch information to the extent reasonably necessary. (c) The obligations of each party pursuant to this Section 7.6 shall survive the Closing.

Access to Records after Closing. Buyer agrees, and agrees to cause (a) Following the Companies, for a period of six years from the Closing Date, to hold all of the books and records of or pertaining to the Companies existing on the Closing Date and not to destroy or dispose of any such books and records. If at any time Buyer proposes to destroy or dispose of any of such books and recordsClosing, Buyer agrees, and agrees to cause the Companies, to offer first in writing at least sixty (60) days prior to such proposed destruction or disposition to surrender them shall give to Seller. Buyer agrees, and agrees to cause the Companieswithout charge, at any time and from time to time following the Closing Date to afford Seller, its accountants, and counsel, during normal business hours, upon reasonable request, full access to such (and the right to make copies at the expense of Seller of) the books, files, records and other data and to tax returns of the employees engaged in the Business or any successor thereto Company to the extent that such relate to the business and operations of the Company on or prior to December 31, 1999, and are in the Company's possession on the Closing Date or subsequently come into Buyer's possession, but any access may pursuant to this Section 5.3 shall be requested for any legitimate purposeconducted by Seller in good faith, including the preparation of Tax Returns, with a reasonable purpose and in such manner as not to interfere unreasonably with the operations of Buyer following the Business Closing. Buyer shall also use reasonable diligence to provide all information requested by Seller with respect to the period ending December 31, 1999, for tax purposes. For a period of five years after the Closing, Buyer shall maintain such books, files, records and tax returns and thereafter, prior to destroying or disposing of any of them, Buyer shall give, or shall cause the Company to give, 30 days' advance notice to Seller of their intended destruction or disposition, and during such 30-day period Seller shall have the right to take possession of the same or to make copies of the same, all at Seller's expense. (b) Following the Closing, Seller shall give to Buyer, without charge, reasonable access to (and the right to make copies at the expense of Buyer of) the books, files, records and tax returns of Seller to the extent that such relate to the business and operations of the Company on or prior to the Closing Date and any dispute or controversy arising out of this Agreement, at no cost to Seller (other than for reasonable out-of-pocket expenses); provided, however, that nothing herein shall limit any of are in Seller's possession on the Closing Date or its Affiliates' rights subsequently come into Seller's possession, but any access pursuant to this Section 5.3 shall be conducted by Buyer in good faith, with a reasonable purpose and in such manner as not to interfere unreasonably with the operations of discoverySeller following the Closing. For a period of six five years after the Closing, Buyer will make availableSeller shall maintain such books, and will cause the Companies to make available, to Seller the employees of the Companies whom Seller and its Affiliates may reasonably need in order to defend or prosecute any legal or administrative action to which Seller or any of its Affiliates is, or is threatened to be made, a party and which relates to the conduct of the Business prior to the Closing. Seller agrees to, and shall cause its accountants, counsel and other representatives to, hold in confidence and not to use except for the purposes provided above all booksfiles, records and other data of the Companiestax returns and thereafter, except prior to the extent the disclosure destroying or disposing of any information is required in connection with the purposes for which such information is sought and then (except with respect to any disclosure relating to Requirements of Law) only after giving them, Seller shall give, 30 days' advance notice to Buyer of their intended destruction or disposition, and during such 30-day period Buyer shall have the portions right to be disclosed and take possession of the Person same or to whom such information is to be disclosed. If Buyer reasonably requestsmake copies of the same, Seller will use its reasonable efforts to maintain the confidentiality of such information to be filed or provided to any other Person. Seller agrees, for all at Buyer's expense. (c) For a period of six years from one hundred twenty (120) days following the Closing, Buyer shall cause to be prepared and delivered to Seller (to the extent not already prepared and delivered) in the normal time frame followed by Seller and the Company consistent with past practice and in all events within fifteen (15) days after it shall have been requested by Seller, the financial reporting package for the Company (but only in respect of periods ending on or prior to the Closing Date) for (i) the quarterly Closing for Seller's fiscal quarter ending July 31, 1999, and (ii) Seller's fiscal year ending January 31, 2000. After such one hundred twenty (120) day period, Buyer shall cooperate and use reasonable diligence to hold provide Seller with all information requested by Seller to assist Seller in preparing a financial reporting package for the Company (but only in respect of the books and records of periods ending on or pertaining prior to the Companies existing on Closing Date) for (i) the Closing Date that are retained by Seller and not to destroy or dispose of any such books and records. If at any ▇▇▇▇ ▇▇▇▇▇▇ proposes to destroy or dispose of any of such books and recordsquarterly closing for Seller's fiscal quarter ending July 31, to offer first in writing at least sixty (60) days prior to such proposed destruction or disposition to surrender them to Buyer. Seller agrees at any time and from time to time following the Closing Date to afford Buyer, its accountants1999, and counsel(ii) Seller's fiscal year ending January 31, during normal business hours, upon reasonable request, full access to such books, records and other data to the extent that such access may be requested for any legitimate purpose at no cost to Buyer (other than for reasonable out-of-pocket expenses); provided, however, that nothing herein shall limit any of Buyer's or its Affiliates' rights of discovery2000.