Common use of Preservation of and Access to Records Clause in Contracts

Preservation of and Access to Records. All books and records of Seller and ICL conveyed to Purchaser hereunder shall be preserved by Purchaser for a period of six (6) years after the Date of Closing; provided, however, Purchaser may destroy any part or parts of such records upon obtaining written consent of Seller for such destruction, which consent shall not be unreasonably withheld. Such records shall be made available to Seller and ICL and their representatives at all reasonable times during normal business hours of Purchaser during such six-year period with the right at their expense to make abstracts from and copies thereof, but only after execution of a confidentiality agreement in a form, and concerning matters, reasonably requested by Purchaser and in any event such records may only be used by Seller and ICL for purposes which are not harmful to Purchaser or its affiliates. Purchaser may return such records to Seller and ICL at any time, and Purchaser's obligations to preserve or make available such records shall then terminate. In addition, from and after the Date of Closing, Seller and ICL will each afford to Purchaser and its attorneys, accountants and other representatives access, during normal business hours, to such personnel, books and records that Seller or ICL retains relating to the Assets and the Cellular Business, including those assets described in Section 1.2(c), as may reasonably be required in connection with the preparation of financial information or the filing of tax returns and will cooperate in all reasonable respects with the other party in connection with claims and litigation asserted by or against third parties, relating to the transactions contemplated hereby. In the event Seller or ICL is unable to provide documentation, instruments or agreements specified in Section 12.2 hereof prior to the Date of Closing and the parties nonetheless close the transaction contemplated by this Agreement, Seller or ICL shall provide such documentation, instruments or agreements to Purchaser as promptly as is practicable, but in any event, within two years of the Date of Closing.

Preservation of and Access to Records. All books The Parent agrees that it shall use reasonably commercial efforts to preserve and keep material records of Seller the Company until the later of: (1) December 31, 2004; (2) any longer period as may be required by any governmental agency or ongoing litigation; or (3) in the case of records relating to the proper assessment or the payment of Taxes, until the expiration of the applicable statute of limitations (including waivers and ICL conveyed extensions). The Parent shall allow the Principal Company Shareholders, at the Principal Company Shareholders' cost, to Purchaser hereunder shall inspect and copy such records during normal business hours and upon reasonable written notice as may be preserved by Purchaser for a period reasonably required in connection with any legal proceedings against, or governmental investigations of, the Company or in connection with any Tax examination of six (6) years after the Date of ClosingCompany; provided, however, Purchaser may that the Principal Company Shareholders will have potential liability with respect to such matter only as provided pursuant to the terms of this Agreement. If the Principal Company Shareholders request assistance hereunder, they shall reimburse the Parent for reasonable out-of-pocket expenses incurred in providing such assistance. In the event the Parent wishes to destroy any part or parts of such records upon obtaining after the time periods specified above, it shall first give ninety (90) days' prior written consent of Seller for such destructionnotice to the Principal Company Shareholders, which consent and the Principal Company Shareholders shall not be unreasonably withheld. Such records shall be made available to Seller and ICL and their representatives at all reasonable times during normal business hours of Purchaser during such six-year period with have the right at their expense option to make abstracts from and copies thereofobject to such destruction by prior written notice given to the Parent within such ninety (90)-day period, but only after execution in which case the Parent at its option will either continue to retain possession of a confidentiality agreement in a form, and concerning matters, reasonably requested by Purchaser and in any event such records may only be used by Seller and ICL for purposes which are not harmful to Purchaser or its affiliates. Purchaser may return it will hand over such records to Seller and ICL at any timethe Principal Company Shareholders within one hundred eighty (180) days after the date of the Principal Company Shareholders' notice to the Parent hereunder. If written objection is not received by the Parent within such ninety (90)-day period, and Purchaser's obligations the Parent shall be free to preserve or make available dispose of such records shall then terminate. In addition, from and after the Date of Closing, Seller and ICL will each afford to Purchaser and its attorneys, accountants and other representatives access, during normal business hours, to such personnel, books and records that Seller or ICL retains relating to the Assets and the Cellular Business, including those assets described in Section 1.2(c), as may reasonably be required in connection with the preparation of financial information or the filing of tax returns and will cooperate in all reasonable respects with the other party in connection with claims and litigation asserted by or against third parties, relating to the transactions contemplated herebyit chooses. In the event Seller or ICL is unable to provide documentation, instruments or agreements specified in Section 12.2 hereof prior such records are delivered to the Date of Closing Principal Company Shareholders as aforesaid, the Principal Company Shareholders shall maintain the confidentiality thereof, and shall not disclose to any third party or otherwise make public any information therein, except as required by applicable law, and the parties nonetheless close Principal Company Shareholders agree to execute and deliver to the transaction contemplated by Parent, on behalf of themselves and Principal Company Shareholders, a reasonable confidentiality agreement in this regard containing provisions similar to those provisions contained in the Confidentiality Agreement, Seller or ICL shall provide such documentation, instruments or agreements to Purchaser as promptly as is practicable, but in any event, within two years of the Date of Closing.

Preservation of and Access to Records. All books The Parent shall use reasonably commercial efforts to preserve and keep material records of Seller the Company until the later of: (1) December 31, 2004; (2) any longer period as may be required by any governmental agency or ongoing litigation; or (3) in the case of records relating to the proper assessment or the payment of Taxes, until the expiration of the applicable statute of limitations (including waivers and ICL conveyed extensions). The Parent shall allow the Principal Company Shareholders, at the Principal Company Shareholders' cost, to Purchaser hereunder shall inspect and copy such records during normal business hours and upon reasonable written notice as may be preserved by Purchaser for a period reasonably required in connection with any legal proceedings against, or governmental investigations of, the Company or in connection with any Tax examination of six (6) years after the Date of ClosingCompany; provided, however, Purchaser may that the Principal Company Shareholders will have potential liability with respect to such matters only as provided pursuant to the terms of this Agreement. If the Principal Company Shareholders request assistance hereunder, they shall reimburse the Parent for the Parent's reasonable out-of-pocket expenses incurred in providing such assistance (excluding the Parent's expenses for making space and records available to the Principal Company Shareholders at the principal office of the Parent). In the event the Parent wishes to destroy any part or parts of such records upon obtaining after the time periods specified above, it shall first give ninety (90) days' prior written consent of Seller for such destructionnotice to the Principal Company Shareholders, which consent and the Principal Company Shareholders shall not be unreasonably withheld. Such records shall be made available to Seller and ICL and their representatives at all reasonable times during normal business hours of Purchaser during such six-year period with have the right at their expense option to make abstracts from and copies thereofobject to such destruction by prior written notice given to the Parent within such ninety (90)-day period, but only after execution in which case the Parent at its option will either continue to retain possession of a confidentiality agreement in a form, and concerning matters, reasonably requested by Purchaser and in any event such records may only be used by Seller and ICL for purposes which are not harmful to Purchaser or its affiliates. Purchaser may return it will hand over such records to Seller and ICL at any timethe Principal Company Shareholders within one hundred eighty (180) days after the date of the Principal Company Shareholders' notice to the Parent hereunder. If written objection is not received by the Parent within such ninety (90)-day period, and Purchaser's obligations the Parent shall be free to preserve or make available dispose of such records shall then terminate. In addition, from and after the Date of Closing, Seller and ICL will each afford to Purchaser and its attorneys, accountants and other representatives access, during normal business hours, to such personnel, books and records that Seller or ICL retains relating to the Assets and the Cellular Business, including those assets described in Section 1.2(c), as may reasonably be required in connection with the preparation of financial information or the filing of tax returns and will cooperate in all reasonable respects with the other party in connection with claims and litigation asserted by or against third parties, relating to the transactions contemplated herebyit chooses. In the event Seller or ICL is unable to provide documentation, instruments or agreements specified in Section 12.2 hereof prior such records are delivered to the Date of Closing Principal Company Shareholders as aforesaid, the Principal Company Shareholders shall maintain the confidentiality thereof, and shall not disclose to any third party or otherwise make public any information therein, except as required by applicable law, and the parties nonetheless close Principal Company Shareholders shall execute and deliver to the transaction contemplated by Parent, on behalf of themselves and the Company Shareholders, a reasonable confidentiality agreement in this regard containing provisions similar to those provisions contained in the Confidentiality Agreement, Seller or ICL shall provide such documentation, instruments or agreements to Purchaser as promptly as is practicable, but in any event, within two years of the Date of Closing.