Common use of Make Records Available Clause in Contracts

Make Records Available. From and after the Closing Date, the Buyer shall make available to the Sellers’ Representative and persons acting on behalf of the Sellers’ Representative, from time to time as Sellers’ Representative may reasonably request, copies of such of the records of the Company as may be reasonably required to enable Sellers to defend against claims related to or arising from ownership of the Purchased Stock or operation of the Business prior to the Closing Date; provided, however, that Sellers’ Representative agrees to hold such records in confidence, except to the extent required to defend such claims and to handle such audits, unless (i) readily ascertainable from public or published information or trade sources, (ii) already known or subsequently developed independently by Sellers, (iii) received from a third party not under an obligation to the Buyer to keep such information confidential, or (iv) required by any Law or Order, and to return the same to the Buyer promptly upon the conclusion of its use by Sellers’ Representative for the purposes herein specified. The Buyer shall cause the Company Group retain all such records and make them available to Sellers’ Representative for a period of six (6) years after the Closing Date, and, following such period, the Buyer will not, and will not permit the Company Group to, destroy, alter or otherwise dispose of any books and records of the Company, or any portions thereof, relating to periods prior to the Closing Date without first giving reasonable prior written notice to Sellers’ Representative and offering to surrender to Sellers’ Representative such books and records or such portions thereof.