Facility Records. (a) In order to facilitate the resolution of any claims made against or incurred by Seller prior to the Closing, or for any other reasonable purpose, for a period of five (5) years after the Closing, Buyer shall: (i) retain the Facility Records relating to periods prior to the Closing in a manner reasonably consistent with the prior practices of Seller; and (ii) upon reasonable notice, afford Seller’s representatives reasonable access (including the right to make, at Seller’s expense, photocopies), during normal business hours, to such Facility Records. (b) In order to facilitate the resolution of any claims made by or against or incurred by Buyer after the Closing, or for any other reasonable purpose, for a period of five (5) years following the Closing, Seller shall: (i) retain the Facility Records of Seller which relate to the business and its operations for periods prior to the Closing; and (ii) upon reasonable notice, afford Buyer’s representatives reasonable access (including the right to make, at Buyer’s expense, photocopies), during normal business hours, to such Facility Records. (c) Neither Buyer nor Seller shall be obligated to provide the other Party with access to any Facility Records pursuant to this Section 7.12 where such access would violate any Law.
Appears in 2 contracts
Sources: Purchase Agreement (Athenex, Inc.), Purchase Agreement (ImmunityBio, Inc.)