Common use of Preservation of Records Clause in Contracts

Preservation of Records. The Sellers and Purchaser agree that each of them shall (and shall cause the Company and its Subsidiaries to) preserve and keep the records held by them relating to the respective businesses of the Company and its Subsidiaries for a period of seven (7) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any Tax matters, any insurance claims by, legal proceedings against or governmental investigations of any Seller, the Company, its Subsidiaries or Purchaser or any of their Affiliates or in order to enable the Sellers or Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event any Seller or Purchaser wishes to destroy (or permit to be destroyed) such records after that time, such party shall first give ninety (90) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Preservation of Records. The Sellers Subject to Section 9.7.4.2 (relating to the preservation of Tax records), the Seller and the Purchaser agree that each of them shall (and shall cause the Company and its Subsidiaries to) preserve and keep the records held by them it relating to the respective businesses business of the Company and its Subsidiaries for a period of seven five (75) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any Tax matters, any insurance claims by, legal proceedings Legal Proceedings against or governmental investigations of any Seller, the Company, its Subsidiaries Seller or the Purchaser or any of their Affiliates or in order to enable the Sellers Seller or the Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event any the Seller or the Purchaser wishes to destroy (or permit to be destroyed) such records after that timewithin five (5) years of the Closing Date, such party Party shall first give ninety (90) days prior written notice to the other and such other party Party shall have the right at its option and expense, upon prior written notice given to such party Party within that ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such noticerecords.

Preservation of Records. The Sellers and Purchaser agree that each of them shall (and shall cause the Company and its the Subsidiaries to) preserve and keep the records held by them relating to the respective businesses of the Company and its Subsidiaries Business for a period of seven (7) years from the Closing Date and shall make such records and personnel available to the other upon demand as may be reasonably required by such party in connection with, among other things, any Tax matters, any insurance claims by, legal proceedings against or governmental investigations of any Sellerthe Sellers, the Company, its Company or the Subsidiaries or Purchaser or any of their Affiliates or in order to enable the Sellers or Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event any Seller the Sellers or Purchaser wishes to destroy (or permit to be destroyed) such records after that time, such party shall first give ninety (90) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Preservation of Records. The Sellers Seller and the Purchaser agree that each of them shall (and shall cause the Company and its Subsidiaries to) preserve and keep the records held by them it relating to the respective businesses of the Company and its the Subsidiaries for a period of seven three (73) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any Tax matters, any insurance claims by, legal proceedings against or governmental investigations of any the Seller, the Company, its Subsidiaries Company or the Purchaser or any of their Affiliates or in order to enable the Sellers Seller or the Purchaser to comply with their respective obligations under this Agreement Agreement, each of the other Transaction Agreements, each of the other Purchaser Documents, and each other agreement, document or instrument contemplated hereby or thereby. In the event any the Seller or the Purchaser wishes wish to destroy (or permit to be destroyed) such records after that time, such party shall first give ninety thirty (9030) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that ninety thirty (9030) day period, to take possession of the records within one hundred and eighty thirty (18030) days after the date of such notice.

Preservation of Records. The Sellers Seller and Purchaser agree that each of them shall (and shall cause the Company and its Subsidiaries to) preserve and keep the records held by them it or their Affiliates relating to the respective businesses of the Company and its Subsidiaries Purchased Assets for a period of seven six (76) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any Tax matters, any insurance claims Claims by, legal proceedings Legal Proceedings or Tax audits against or governmental investigations of any Seller, the Company, its Subsidiaries Seller or Purchaser or any of their Affiliates or in order to enable the Sellers Seller or Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event any Seller or Purchaser wishes to destroy (or permit to be destroyed) such records after that time, such party shall first give ninety (90) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Preservation of Records. The Sellers and Purchaser agree that each of them shall (and shall cause the Company and its Subsidiaries to) preserve and keep the records held by them it or their Affiliates relating to the respective businesses of the Company and its Subsidiaries Business for a period of seven (7) years from the Closing Date and shall make such books and records and personnel available to the other as may be reasonably required by such party Party in connection with, among other things, any Tax matters, any insurance claims by, legal proceedings Legal Proceedings or Tax audits against or governmental investigations of any Seller, the Company, its Subsidiaries Sellers or Purchaser or any of their respective Affiliates or in order to enable the Sellers or Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby; provided that the foregoing shall not be deemed to require any disclosure or furnishing of information in connection with any Legal Proceeding between the Parties. In the event any Seller Sellers or Purchaser wishes wish to destroy (or permit to be destroyed) such records after that time, such party shall first give ninety (90) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Preservation of Records. The Sellers and Purchaser agree that each of them shall (and shall cause the Company and its Subsidiaries to) preserve and keep the records held by them it or their Affiliates relating to the respective businesses of the Company and its Subsidiaries for a period of seven (7) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party Party in connection with, among other things, any Tax matters, any insurance claims by, legal proceedings Legal Proceedings or Tax audits against or governmental investigations of any Seller, the Company, its Subsidiaries Sellers or Purchaser or any of their respective Affiliates or in order to enable the Sellers or Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby; provided, however, that nothing in this Section 5.7 shall require any Party to disclose information to the other Party if such disclosure would violate applicable Law. In the event any Seller or Purchaser wishes to destroy (or permit to be destroyed) such records after that time, such party Party shall first give ninety (90) days prior written notice to the other and such other party Party shall have the right at its option and expense, upon prior written notice given to such party Party within that ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Preservation of Records. The Sellers and Purchaser agree that each of them ----------------------- shall (and shall cause the Company and its Subsidiaries to) preserve and keep the records (including work papers and electronic files associated with Tax Returns regarding sale, use, excise and Product) held by them it or their Affiliates relating to the respective businesses of the Company and its Subsidiaries Business for a period of seven (7) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any Tax matters, any insurance claims by, legal proceedings or tax audits against or governmental investigations of any Seller, the Company, its Subsidiaries Sellers or Purchaser or any of their Affiliates or in order to enable the Sellers or Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event any Seller Sellers or Purchaser wishes to destroy (or permit to be destroyed) such records prior or after that time, such party shall first give ninety (90) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Preservation of Records. The Sellers and the Purchaser agree that each of them shall (and shall cause the Company and its Subsidiaries to) preserve and keep the records held by them it relating to the respective businesses business of the Company and its Subsidiaries for a period of seven (7) three years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any Tax matters, any insurance claims by, legal proceedings Legal Proceedings against or governmental investigations of any Seller, the Company, its Subsidiaries Sellers or the Purchaser or any of their Affiliates or in order to enable the Sellers or the Purchaser to comply with their respective obligations under this Agreement, the Escrow Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event any Seller the Sellers or the Purchaser wishes wish to destroy (or permit to be destroyed) such records after that time, such party shall first give ninety (90) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Preservation of Records. The Subject to Section 9.4(c) hereof (relating to the preservation of Tax records), each of the Sellers and the Purchaser agree that each of them shall (and shall cause the Company and its Subsidiaries to) preserve and keep the records held by them it relating to the respective businesses business of each of the Company and its Subsidiaries Companies for a period of seven (7) three years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any Tax matters, any insurance claims by, legal proceedings against or governmental investigations of any Seller, of the Company, its Subsidiaries Sellers or the Purchaser or any of their Affiliates or in order to enable the Sellers or the Purchaser to comply with their respective obligations under this Agreement the Transaction Agreements and each other agreement, document or instrument contemplated hereby or thereby. In the event any Seller the Sellers or the Purchaser wishes to destroy (or permit to be destroyed) such records after that time, such party shall first give ninety (90) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Preservation of Records. The Sellers Subject to any retention requirements relating to the preservation of Tax records, Seller and Purchaser Buyer agree that each of them shall (and shall each cause the Company and its Subsidiaries their respective Affiliates, to) preserve and keep the records held by them or their Affiliates relating to the respective businesses of the Company and its Subsidiaries Business for a period of seven (7) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any Tax matters, any insurance claims by, legal proceedings Legal Proceedings against or governmental investigations of any SellerSeller or Buyer, the Company, its Subsidiaries or Purchaser or any of their respective Affiliates (including any Legal Proceedings between Seller and Buyer, or their respective Affiliates), in order to enable the Sellers Seller or Purchaser Buyer to comply with their respective obligations under this Agreement and each other agreementTransaction Documents, document or instrument contemplated hereby or therebyas otherwise may be reasonably deemed useful in the operation of the Purchased Assets after the Closing Date. In the event any Seller or Purchaser the Buyer wishes to destroy (or permit to be destroyed) such records after that time, such party shall first give ninety (90) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party Party within that ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Preservation of Records. The Sellers Seller, Owner, the Parent and Purchaser agree that each of them shall (and shall cause the Company and its Subsidiaries to) preserve and keep the records held by them it relating to the respective businesses business of the Company and its Subsidiaries Seller for a period of seven (7) three years from the Closing Date (six years with respect to tax related records) and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any Tax matterspreparation of financial statements, disclosure of information to the Securities and Exchange Commission, stock exchange or similar entity, any insurance claims by, legal proceedings against or governmental investigations of any the Seller, the Company, its Subsidiaries Parent or Purchaser or any of their Affiliates or in order to enable the Sellers Seller, the Parent or Purchaser to comply with their respective obligations under this Agreement, the Employment Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event any Seller the Seller, the Parent or Purchaser wishes to destroy (or permit to be destroyed) such records after that time, such party shall first give ninety (90) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Preservation of Records. The Sellers Seller and Purchaser agree that each of them shall (and shall cause the Company and its Subsidiaries to) preserve and keep the records held by them it or their Affiliates relating to the respective businesses of the Company and its Subsidiaries Business for a period of seven (7) years from the Closing Date (or such longer period as may be required by applicable Law) and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any Tax matters, any insurance claims by, legal proceedings Legal Proceedings or tax audits against or governmental investigations of any Seller, the Company, its Subsidiaries Seller or Purchaser or any of their Affiliates or in order to enable the Sellers Seller or Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event any Seller or Purchaser wishes to destroy (or permit to be destroyed) such records before or after that timetime (and such proposed destruction is not in violation of applicable Law), such party shall first give ninety (90) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that such ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Preservation of Records. The Sellers and Purchaser Buyer agree that each of them shall (and shall cause the Company and its Subsidiaries to) preserve and keep the books and records held by them it relating to the respective businesses of the Company and its Subsidiaries pre-Closing Business for a period of seven one (71) years year from the Closing Date and shall make such books and records and personnel available to the other parties (and permit such other party to make extracts and copies of such books and records at its own expense) as may be reasonably required by such party in connection with, among other things, any Tax matters, any insurance claims by, legal proceedings Legal Proceedings or Tax audits against or governmental investigations of any Seller, the Company, its Subsidiaries Sellers or Purchaser Buyer or any of their respective Affiliates (other than the shareholders of Holdings) or in order to enable the Sellers or Purchaser Buyer to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event any Seller Sellers, on the one hand, or Purchaser wishes Buyer, on the other hand, wish to destroy (or permit to be destroyed) such records after that timeduring such one (1) year period, such party Party shall first give ninety twenty (9020) days days’ prior written notice to the other and such other party Party shall have the right at its option and expense, upon prior written notice given to such party Party within that ninety twenty (9020) day period, to take possession of the records within one hundred and eighty thirty (18030) days after the date of such notice.

Preservation of Records. The Subject to Section 9.6.4.2 (relating to the preservation of Tax records), the Sellers and the Purchaser agree that each of them shall (and shall cause the Company and its Subsidiaries to) preserve and keep the records held by them it relating to the respective businesses business of the Company Companies and its the Subsidiaries for a period of seven five (75) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any Tax matters, any insurance claims by, legal proceedings Legal Proceedings against or governmental investigations of any Seller, the Company, its Subsidiaries Sellers or the Purchaser or any of their Affiliates or in order to enable the Sellers or the Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event any Seller the Sellers or the Purchaser wishes to destroy (or permit to be destroyed) such records after that timewithin five (5) years of the Closing Date, such party shall first give ninety (90) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such noticerecords.

Preservation of Records. The Sellers and the Purchaser agree that each of them shall (and shall cause the Company and its Subsidiaries to) preserve and keep the records held by them or their Affiliates relating to the respective businesses of Business, the Company Purchased Assets and its Subsidiaries Assumed Liabilities for a period of seven five (75) years from the Closing Date Date, in the case of the Purchaser, and until December 31, 2015, in the case of Sellers, and shall make such records and personnel available to the other party as may be reasonably required by such other party in connection with, among other things, any Tax matters, any insurance claims by, legal proceedings actions or tax audits against or governmental investigations of any Seller, Sellers or the Company, its Subsidiaries or Purchaser or any of their respective Affiliates or in order to enable the Sellers or the Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event any Seller Sellers or the Purchaser wishes to destroy (or permit to be destroyed) such records after that timeat the end of the respective periods described in the foregoing sentence, such party shall first give ninety sixty (9060) days prior written notice to the other party and such other party shall have the right at its option and expense, upon prior written notice given to such party within that ninety such sixty (9060) day period, to take possession of the records within one hundred and eighty twenty (180120) days after the date of such notice.

Preservation of Records. The Sellers Subject to Section 9.10(d) (relating to the preservation of Tax records), the Seller Parties and the Purchaser agree that each of them shall (and shall cause the Company and its Subsidiaries to) preserve and keep the records held by them relating to the respective businesses business of the Company and its Subsidiaries for a period of seven (7) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any Tax matters, any insurance claims by, legal proceedings against or governmental investigations by any Governmental Body of any Seller, the Company, its Subsidiaries Seller Parties or the Purchaser or any of their Affiliates or in order to enable the Sellers Seller Parties or the Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event any the Seller Parties or the Purchaser wishes to destroy (or permit to be destroyed) such records after that time, such party shall first give ninety (90) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Preservation of Records. The Sellers Seller and Purchaser agree that each of them shall (and shall cause the Company and its Subsidiaries to) preserve and keep the records held by them it relating to the respective businesses of EMS Business, the Business Office Business, the Company and its Subsidiaries or HRM for a period of seven six (76) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any Tax matters, any insurance claims by, legal proceedings against or governmental investigations of any Seller, the Company, its Subsidiaries Company or of Seller or Purchaser or any of their Affiliates or in order to enable the Sellers Seller or Purchaser to comply with their respective obligations under this Agreement Agreement, each of the other Transaction Agreements, each of the other Purchaser Documents, and each other agreement, document or instrument contemplated hereby or thereby. In the event any Seller or Purchaser wishes wish to destroy (or permit to be destroyed) such records after that time, such party shall first give ninety (90) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Preservation of Records. The Sellers Subject to any retention requirements relating to the preservation of Tax records, the Selling Stockholders and Purchaser agree that each of them shall (and prior to the Closing shall cause the Company and its Subsidiaries to) preserve and keep the records held by them relating to the respective businesses of the Company and its Subsidiaries for a period of seven (7) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any Tax matters, any insurance claims by, legal proceedings against or governmental investigations of any Sellerthe Selling Stockholders, the Company, its Subsidiaries Company or Purchaser or any of their Affiliates or in order to enable the Sellers Selling Stockholders or Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event any Seller the Selling Stockholders or Purchaser wishes to destroy (or permit to be destroyed) such records after that time, such party shall first give ninety (90) 90 days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that ninety (90) 90 day period, to take possession of the records within one hundred and eighty (180) 180 days after the date of such notice.

Preservation of Records. The Sellers Each of the Selling Parties and Purchaser agree that each of them shall (and shall cause the Company and its Subsidiaries to) will preserve and keep at Purchaser’s reasonable cost and expense, the records held by them or their respective Affiliates relating to the respective businesses of Purchased Assets and Assumed Liabilities and Excluded Liabilities with respect to the Company and its Subsidiaries pre-Closing period for a period of seven (7) years from the Closing Date and shall will make such records and personnel available to the other as may be reasonably required by such party Party in connection with, among other things, any Tax matters, any insurance claims by, legal proceedings against against, or governmental investigations of any Seller, the Company, its Subsidiaries Selling Parties or Purchaser or any of their respective Affiliates or in order to enable the Sellers Selling Parties or Purchaser to comply with their respective obligations under this Agreement and each other agreement, document document, or instrument contemplated hereby or thereby. In the event any Seller the Selling Parties or Purchaser wishes wish to destroy (or permit to be destroyed) such records after that time, such party shall Party will first give ninety (90) days days’ prior written notice to the other Parties and such other party shall Parties will have the right at its their option and expense, upon prior written notice given to such party Parties within that ninety (90) -day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Preservation of Records. The Sellers Subject to Section 6.13(b) ----------------------- hereof (relating to the preservation of Tax records), the Shareholders and the Purchaser agree that each of them shall (and shall cause the Company and its Subsidiaries to) preserve and keep the records held by them relating to the respective businesses business of the Company and its Subsidiaries for a period of seven (7) five years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any Tax matters, any insurance claims by, legal proceedings against or governmental investigations of any Seller, the Company, its Subsidiaries Shareholders or the Purchaser or any of their respective Affiliates or in order to enable the Sellers Shareholders or the Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or therebyhereby. In the event any Seller either the Shareholders or the Purchaser wishes to destroy (or permit to be destroyed) such records after that timetime but prior to December 31, 2006, such party shall first give ninety (90) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Preservation of Records. The Sellers Seller and Purchaser agree that each of them ----------------------- shall (and shall cause the Company and its Subsidiaries to) preserve and keep the records held by them it or their Affiliates relating to the respective businesses of the Company and its Subsidiaries Business for a period of seven (7) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any Tax matters, any insurance claims by, legal proceedings or tax audits against or governmental investigations of any Seller, the Company, its Subsidiaries Seller or Purchaser or any of their Affiliates or in order to enable the Sellers Seller or Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event any Seller or Purchaser wishes to destroy (or permit to be destroyed) such records after that time, such party shall first give ninety (90) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Preservation of Records. The Sellers and Purchaser agree that each Each of them shall (and shall cause the Company and its Subsidiaries to) preserve parties hereto agrees to preserve, segregate and keep the records held by them it or its Affiliates relating to the respective businesses of the Company and its Subsidiaries for a period of seven six (76) years months from the Closing Date and shall make such records and personnel available to the other other, subject to compliance with applicable Law, as may be reasonably required by such party in connection with, among other things, the Bankruptcy Case or any Tax mattersmatters or proceedings in connection therewith, any insurance claims by, legal proceedings Legal Proceedings or Tax audits against or governmental investigations of any Seller, the Company, its Subsidiaries Seller or Purchaser or any of their Affiliates or in order to enable the Sellers Seller or Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event any Seller or Purchaser wishes wish to destroy (or permit to be destroyed) such records before or after that time, such party shall first give ninety (90) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that ninety (90) day period, to take possession of the records within one hundred and eighty ninety (18090) days after the date of such notice.

Preservation of Records. The Purchasers and Sellers and Purchaser agree that each of them shall (shall, and shall cause the Company and its Subsidiaries their respective Affiliates to) , preserve and keep the records held by them relating to the respective businesses of Transferred Assets or the Company and its Subsidiaries Business for a period of seven (7) three years from the Closing Date and shall to make such records and such party’s personnel available to Purchasers or Sellers, as the other case may be, as may be reasonably required by such party (a) in connection with, among other things, any Tax matters, any insurance claims byby or Claims against Purchasers, legal proceedings against or governmental investigations of any Seller, the Company, its Subsidiaries or Purchaser Sellers or any of their Affiliates respective Affiliates, or (b) in order to enable the Purchasers or Sellers or Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or therebyany applicable Transaction Document. In the event any Seller that Purchasers or Purchaser wishes Sellers (or, in either case, one of their Affiliates) wish to destroy (or permit to be destroyed) such records after that time, such party Purchasers or Sellers, as the case may be, shall first give ninety (90) 90 days prior written notice to the other and such other party shall have the right at its their option and expense, upon prior written notice given to such party within that ninety (90) day 90‑day period, to take possession of the records within one hundred and eighty (180) 180 days after the date of such notice.

Preservation of Records. The Sellers Seller and Purchaser agree that each of them shall (and shall cause the Company and its Subsidiaries to) preserve and keep the records held by them it, Seller’s Subsidiaries or Purchaser’s Affiliates relating to the respective businesses of the Company and its Subsidiaries Seller’s business for a period of seven (7) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any Tax matters, any insurance claims by, legal proceedings against or governmental investigations of any Seller, the Company, its Subsidiaries Seller or Purchaser or any of their Affiliates or in order to enable the Sellers Seller or Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event any Seller or Purchaser wishes to destroy (or permit to be destroyed) such records before or after that time, such party shall first give ninety (90) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that such ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Preservation of Records. The Sellers Seller and Purchaser agree that each of them shall (and shall cause the Company and its Subsidiaries to) preserve and keep the records held by them or their Affiliates relating to the respective businesses of the Company and its Subsidiaries Business for a period of seven six (76) years from the Closing Date Time and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, the preparation of any Tax mattersreturns or any inquiries or audits related thereto by any Governmental Body, any insurance claims by, legal proceedings Legal Proceedings against or governmental investigations of any Seller, the Company, its Subsidiaries Seller or Purchaser or any of their Affiliates or in order to enable the Sellers Seller or Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event any Seller or Purchaser wishes to destroy (or permit to be destroyed) such records after that time, such party shall first give ninety (90) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Preservation of Records. The Sellers Subject to Section 8.7 hereof (relating to the preservation of Tax records), the Shareholders and Purchaser Axiom agree that each of them shall (and shall cause the Company and its Subsidiaries to) preserve and keep the records held by them relating to the respective businesses business of IDT and the Company and its Subsidiaries for a period of seven (7) three years from the Closing Date date hereof and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any Tax matters, any insurance claims by, legal proceedings Legal Proceedings against or governmental investigations of any Seller, the Company, its Subsidiaries IDT or Purchaser Axiom or any of their respective Affiliates or in order to enable the Sellers Shareholders or Purchaser Axiom to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or therebyhereby. In the event either any Seller Shareholder or Purchaser Axiom wishes to destroy (or permit to be destroyed) such records after that time, such party shall first give ninety (90) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Preservation of Records. The Sellers Subject to Section 9.10(d) (relating to the preservation of Tax records), the Seller Parties and the Purchaser agree that each of them shall (and shall cause the Company and its Subsidiaries to) preserve and keep the records held by them relating to the respective businesses business of the Company and its Subsidiaries for a period of seven (7) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any Tax matters, any insurance claims by, legal proceedings against or governmental investigations by any Governmental Body of any Seller, the Company, its Subsidiaries Seller Parties or the Purchaser or any of their Affiliates or in order to enable the Sellers Seller Parties or the Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event any the Seller or Parties of the Purchaser wishes to destroy (or permit to be destroyed) such records after that time, such party shall first give ninety (90) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Preservation of Records. The Subject to any retention requirements relating to the preservation of Tax records, the Sellers and Purchaser agree that each of them shall (and shall cause the Company and its Subsidiaries to) preserve and keep the records held by them relating to the respective DAL:0506861/00010:1931463v15 businesses of the Company and its Subsidiaries for a period of seven (7) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any Tax matters, any insurance claims by, legal proceedings against or governmental investigations of any Sellerthe Sellers, the Company, its Subsidiaries Company or Purchaser or any of their Affiliates or in order to enable the Sellers or Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event any Seller the Sellers or Purchaser wishes to destroy (or permit to be destroyed) such records after that time, such party shall first give ninety (90) 90 days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that ninety (90) -day period, to take possession of the records within one hundred and eighty (180) days after the date of such noticethat 90-day period.

Preservation of Records. The Sellers Subject to Section 8.5(d), hereof (relating to the preservation of Tax records), the Selling Stockholders and Purchaser agree that each of them shall (and shall cause the Company and its Subsidiaries to) preserve and keep the records held by them relating to the respective businesses business of the Company and its Subsidiaries for a period of seven five (75) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any Tax matters, any insurance claims by, legal proceedings against or governmental investigations of any Sellerthe Selling Stockholders, the Company, Company or its Subsidiaries or Purchaser or any of their Affiliates or in order to enable the Sellers Selling Stockholders or Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event any Seller the Selling Stockholders or Purchaser wishes to destroy (or permit to be destroyed) such records after that time, such party shall first give ninety (90) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Preservation of Records. The Sellers Subject to Section 9.4(c) hereof (relating to the preservation of Tax records), the Seller and the Purchaser agree that each of them shall (and shall cause the Company and its Subsidiaries to) preserve and keep the records held by them it relating to the respective businesses business of each of the Company and its Subsidiaries Companies for a period of seven (7) three years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any Tax matters, any insurance claims by, legal proceedings against or governmental investigations of any Seller, the Company, its Subsidiaries Seller or the Purchaser or any of their Affiliates or in order to enable the Sellers Seller or the Purchaser to comply with their respective obligations under this Agreement the Transaction Agreements and each other agreement, document or instrument contemplated hereby or thereby. In the event any the Seller or the Purchaser wishes to destroy (or permit to be destroyed) such records after that time, such party shall first give ninety (90) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Preservation of Records. The Sellers Seller and Purchaser the Pur- chaser agree that each of them shall (and shall cause the Company and its Subsidiaries to) preserve and keep the records held by them it relating to the respective businesses business of the Company and its the Subsidiaries for a period of seven two (72) years from the Closing Date (or such longer period as may be required by any Governmental Body or Legal Proceeding or applicable Law) and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any Tax matters, any insurance claims by, legal proceedings against claim by or Legal Proceeding involving or governmental investigations investigation of any Seller, the Company, its Subsidiaries Seller or the Purchaser or any of their respective Affiliates or in order to enable the Sellers Seller or the Purchaser to comply with their respective its obligations under this Agreement and each other agreement, document or instrument contemplated hereby or therebyAgreement. In the event any the Seller or the Purchaser wishes to destroy (or permit to be destroyed) such records after that timethe applicable record retention period, such party shall first give ninety (90) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Preservation of Records. The Sellers and Purchaser agree that each of them shall (and shall cause the Company and its Subsidiaries to) preserve and keep the records held by them it or their Affiliates relating to the respective businesses of the Company and its Subsidiaries Business for a period of seven (7) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any Tax matters, any insurance claims by, legal proceedings against or governmental investigations of any Seller, the Company, its Subsidiaries Sellers or Purchaser or any of their Affiliates or in order to enable the Sellers or Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. To the extent that any party provides the other with records relating to the Business, such party providing the files shall have the right to duplicate and maintain copies of such files. In the event any Seller Sellers or Purchaser wishes to destroy (or permit to be destroyed) such records before or after that time, such party shall first give ninety (90) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that such ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Preservation of Records. The Sellers Parent, Seller and Purchaser agree that each of them shall (and shall cause the Company and its Subsidiaries to) preserve and keep the records held by them relating to the respective businesses business of the Company and its the Subsidiaries for a period of seven (7) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any Tax matters, any insurance claims by, legal proceedings by or Legal Proceedings against or governmental investigations of any Seller, the Company, its Subsidiaries Seller or Purchaser or any of their Affiliates or in order to enable the Sellers Seller or Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby; provided, however, that nothing herein shall be deemed to alter Section 8.12(c), which shall govern the preservation of records with regard to Taxes. In the event any Seller or Purchaser wishes to destroy (or permit to be destroyed) such records after that time, such party shall first give ninety (90) days prior written notice to the other party and such other party shall have the right at its option and expense, upon prior written notice given to such party within that ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Preservation of Records. The Sellers and Purchaser agree that each Each of them shall (and shall cause the Company and its Subsidiaries to) preserve parties hereto agrees to preserve, segregate and keep the records held by them it or its Affiliates relating to the respective businesses of the Company and its Subsidiaries Companies for a period of seven one (71) years year from the Closing Date and shall make such records and personnel available to the other other, subject to compliance with applicable Law, as may be reasonably required by such party in connection with, among other things, the Bankruptcy Case or any Tax mattersmatters or proceedings in connection therewith, any insurance claims by, legal proceedings Legal Proceedings or Tax audits against or governmental investigations of any Seller, the Company, its Subsidiaries Seller or Purchaser or any of their Affiliates or in order to enable the Sellers Seller or Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event any Seller or Purchaser wishes wish to destroy (or permit to be destroyed) such records before or after that time, such party shall first give ninety (90) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that ninety (90) day period, to take possession of the records within one hundred and eighty ninety (18090) days after the date of such notice.

Preservation of Records. The Sellers Subject to Section 9.4(e) hereof (relating to the preservation of Tax records), the Company and the Purchaser agree that each of them shall (and shall cause the Company and its Subsidiaries to) preserve and keep the records held by them it relating to the respective businesses business of the Company and its Subsidiaries for a period of seven (7) three years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any Tax matters, any insurance claims by, legal proceedings against or governmental investigations of any Seller, the Company, its Subsidiaries Seller or the Purchaser or any of their Affiliates or in order to enable the Sellers Seller or the Purchaser to comply with their respective obligations under this Agreement Agreement, the Employment Agreements, as applicable, and each other agreement, document or instrument contemplated hereby or thereby. In the event any Seller the Company or the Purchaser wishes wish to destroy (or permit to be destroyed) such records after that time, such party shall first give ninety (90) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Preservation of Records. The Sellers Seller, Owners, and Purchaser agree that each of them shall (and shall cause the Company and its Subsidiaries to) preserve and keep the records held by them it relating to the respective businesses business of the Company and its Subsidiaries Seller for a period of seven (7) three years from the Closing Date (six years with respect to tax related records) and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any Tax matterspreparation of financial statements, disclosure of information to the Securities and Exchange Commission, stock exchange or similar entity, any insurance claims by, legal proceedings against or governmental investigations of any the Seller, the Company, its Subsidiaries or Purchaser or any of their Affiliates or in order to enable the Sellers Seller or Purchaser to comply with their respective obligations under this Agreement Agreement, the Employment Agreements and each other agreement, document or instrument contemplated hereby or thereby. In the event any the Seller or Purchaser wishes to destroy (or permit to be destroyed) such records after that time, such party shall first give ninety (90) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Preservation of Records. The Sellers and Purchaser agree that each of them shall (and shall cause the Company and its Subsidiaries to) preserve and keep the records held by them relating to the respective businesses of the Company and its Subsidiaries Business for a period of seven (7) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required requested by such party in connection with, among other things, any Tax matters, any insurance claims by, legal proceedings Legal Proceedings or Tax audits against or governmental investigations of any Seller, the Company, its Subsidiaries Seller or Purchaser or any of their Affiliates or in order to enable the Sellers or Purchaser to comply with their respective obligations hereunder and under this Agreement and each other agreement, document or instrument contemplated hereby or thereby; provided, however, that in no event shall any Seller be obligated to provide any information if doing so could jeopardize any privilege available to such Seller or its Affiliates relating to such information or cause such Seller or its Affiliates to breach a confidentiality obligation to which it is bound. In the event any Seller the Sellers or Purchaser wishes to destroy (or permit to be destroyed) such records before or after that timethe seven-year period, such party shall first give ninety (90) 30 days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that ninety (90) such 30 day period, to take possession of the records within one hundred and eighty (180) 30 days after the date of such notice.

Preservation of Records. The Sellers Subject to Section 9.8(e) hereof (relating to the preservation of Tax records), the Seller and the Purchaser agree that each of them shall (and shall cause the Company and its Subsidiaries to) preserve and keep the records held by them it relating to the respective businesses business of the Company and its Subsidiaries Companies for a period of seven (7) six years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any Tax matters, any insurance claims by, legal proceedings against or governmental investigations of any Seller, the Company, its Subsidiaries Seller or the Purchaser or any of their Affiliates or in order to enable the Sellers Seller or the Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event any the Seller or the Purchaser wishes to destroy (or permit to be destroyed) such records after that time, such party shall first give ninety (90) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Preservation of Records. The Sellers Company, Owners and Purchaser the Buyer agree that each of them shall (and shall cause the Company and its Subsidiaries to) preserve and keep the records held by them it relating to the respective businesses business of the Company and its Subsidiaries for a period of seven (7) three years from the Closing Date (six years with respect to tax related records) and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any Tax matterspreparation of financial statements, disclosure of information to the Securities and Exchange Commission, stock exchange or similar entity, any insurance claims by, legal proceedings against or governmental investigations of any Seller, the Company, its Subsidiaries or Purchaser the Buyer or any of their Affiliates or in order to enable the Sellers Company or Purchaser the Buyer to comply with their respective obligations under this Agreement Agreement, the Employment Agreements and each other agreement, document or instrument contemplated hereby or thereby. In the event any Seller the Company or Purchaser the Buyer wishes to destroy (or permit to be destroyed) such records after that time, such party shall first give ninety (90) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Preservation of Records. The Sellers Seller, Owners and Purchaser agree that each of them shall (and shall cause the Company and its Subsidiaries to) preserve and keep the records held by them it relating to the respective businesses business of the Company and its Subsidiaries Seller for a period of seven (7) three years from the Closing Date (six years with respect to tax related records) and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any Tax matterspreparation of financial statements, disclosure of information to the Securities and Exchange Commission, stock exchange or similar entity, any insurance claims by, legal proceedings against or governmental investigations of any the Seller, the Company, its Subsidiaries or Purchaser or any of their Affiliates or in order to enable the Sellers Seller or Purchaser to comply with their respective obligations under this Agreement Agreement, the Employment Agreements and each other agreement, document or instrument contemplated hereby or thereby. In the event any Seller the Seller, the or Purchaser wishes to destroy (or permit to be destroyed) such records after that time, such party shall first give ninety (90) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Preservation of Records. The Sellers Subject to this Section 7.8, Seller and Purchaser agree each agrees that each of them it shall (and shall cause the Company and its Subsidiaries to) preserve and keep the records held by them it or its Affiliates relating to the respective businesses of the Company Purchased Assets and its Subsidiaries Assumed Liabilities for a period of seven (7) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any Tax matters, any insurance claims by, legal proceedings against or governmental investigations of any Seller, the Company, its Subsidiaries or Purchaser Seller or any of their Affiliates or Purchaser or any of its Affiliates or in order to enable the Sellers Seller or Purchaser to comply with their respective its obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In Notwithstanding the foregoing, in the event any Seller or Purchaser wishes wish to destroy (or permit to be destroyed) such records after that timethree years and before seven years, such party may destroy (or permit to be destroyed) such records without liability or obligation to the other party provided that such party wishing to destroy the records shall first give ninety (90) 90 days prior written notice to the other other, receipt of which notice must be acknowledged, and such other party shall have the right at its option and expense, upon prior written notice given to such party within that ninety (90) 90 day period, to take possession of the records within one hundred and eighty (180) 180 days after the date of such notice.

Preservation of Records. The Purchaser and, subject to the following sentence, Sellers and Purchaser agree that each of them shall (and shall cause the Company and its Subsidiaries to) preserve and keep the records held by them it or their respective Affiliates relating to the respective businesses of the Company and its Subsidiaries Business for a period of seven (7) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any Tax matters, any insurance claims by, legal proceedings Legal Proceedings or Tax audits against or governmental investigations of any Seller, the Company, its Subsidiaries Sellers or Purchaser or any of their respective Affiliates or in order to enable the Sellers or Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event any a Seller wishes to destroy such records during such seven-year period, or a Seller or Purchaser wishes to destroy (or permit to be destroyed) such records after that time, such party shall first give ninety sixty (9060) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that ninety sixty (9060) day period, to take possession of the records within one hundred and eighty twenty (180120) days after the date of such notice.

Preservation of Records. The Sellers Shareholders and the Purchaser agree that each of them shall (and shall cause the Company and its Subsidiaries Sellers to) preserve and keep the records held by them relating to the respective businesses Businesses of the Company and its Subsidiaries Sellers for a period of seven (7) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any Tax matters, any insurance claims by, legal proceedings against or governmental investigations of any Sellerthe Shareholders, the Company, its Subsidiaries Sellers or the Purchaser or any of their Affiliates or in order to enable the Sellers Shareholders or the Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event any Seller the Shareholders or the Purchaser wishes to destroy (or permit to be destroyed) such records after that time, such party shall first give ninety (90) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Preservation of Records. The Subject to Section 6.13(b) ----------------------- hereof (relating to the preservation of Tax records), the Sellers and the Purchaser agree that each of them shall (and shall cause the Company and its Subsidiaries to) preserve and keep the records held by any of them relating to the respective businesses business of the Company and its Subsidiaries Companies for a period of seven (7) four years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any Tax matters, any insurance claims by, legal proceedings against or governmental investigations of any Seller, the Company, its Subsidiaries Sellers or the Purchaser or any of their Affiliates or in order to enable the Sellers or the Purchaser to comply with their respective obligations under this Agreement Agreement, the Noncompetition Agreements and each other agreement, document or instrument contemplated hereby or thereby. In the event any Seller of the Sellers or the Purchaser wishes to destroy (or permit to be destroyed) such records after that time, such party shall first give ninety (90) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Preservation of Records. The Sellers Seller and the Purchaser agree that each of them shall (and shall cause the Company and its Subsidiaries to) preserve and keep the records held by them or their Affiliates relating to the respective businesses of the Company and its Subsidiaries for a period of seven (7) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party including in connection withwith any product liability claims, among other thingsinsurance claims, any Legal Proceedings, preparation of financial statements, regulatory filings or Tax mattersreturns of the Company or its Affiliates in respect of periods ending on or prior to Closing, any insurance claims by, legal proceedings or tax audits against or governmental investigations of any Seller, the Company, its Subsidiaries Seller or the Purchaser or any of their Affiliates or in order to enable the Sellers Seller or the Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event any the Seller or the Purchaser wishes to destroy (or permit to be destroyed) such records after that time, such party shall first give ninety (90) 90 days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that ninety (90) 90 day period, to take possession of the records within one hundred and eighty (180) 180 days after the date of such notice. The Seller shall be entitled, at its sole cost and expense, to make copies of the books and records to which it is entitled to access pursuant to this Section 7.3.

Preservation of Records. The Sellers Parent, Seller and Purchaser agree that each of them shall (and shall cause the Company and its Subsidiaries to) preserve and keep the records held by them relating to the respective businesses of the Company Business, Assets and its Subsidiaries Assumed Liabilities for a period of seven (7) years from the Closing Date and Date, or such longer period as may be required by applicable Law, and, subject to applicable Law, shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any Tax matters, any insurance claims by, legal proceedings by or Legal Proceedings against or governmental investigations of any Seller, the Company, its Subsidiaries Seller or Purchaser or any of their Affiliates or in order to enable the Sellers Seller or Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby; provided, however, that nothing herein shall be deemed to alter Section 7.10, which shall govern the preservation of records with regard to Taxes. In the event any Seller or Purchaser wishes to destroy (or permit to be destroyed) such records after that time, such party shall first give ninety (90) days prior written notice to the other party and such other party shall have the right at its option and expense, upon prior written notice given to such party within that ninety (90) day period, to take possession of the records within one hundred and eighty sixty (18060) days after the date of such notice.

Preservation of Records. The Sellers Subject to Section 8.4(e) hereof (relating to the preservation of Tax records), the Seller and the Purchaser agree that each of them shall (and shall cause the Company and its Subsidiaries to) preserve and keep the records held by them it relating to the respective businesses business of the Company and its Subsidiaries for a period of seven (7) three years from the Closing Date CLOSING DATE and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any Tax matters, any insurance claims by, legal proceedings against or governmental investigations of any Seller, the Company, its Subsidiaries Seller or the Purchaser or any of their Affiliates AFFILIATES or in order to enable the Sellers Seller or the Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event any the Seller or the Purchaser wishes to destroy (or permit to be destroyed) such records after that time, such party shall first give ninety (90) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such notice.

Preservation of Records. The Subject to Section 9.6.2.3 (relating to the preservation of Tax records), Sellers and Purchaser agree that each of them shall (and shall cause the Company and its Subsidiaries to) preserve and keep the records held by them relating to the respective businesses business of the Company Companies and its the Subsidiaries for a period of seven five (75) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any Tax matters, any insurance claims by, legal proceedings Legal Proceedings against or governmental investigations of any Seller, the Company, its Subsidiaries Sellers or Purchaser or any of their Affiliates or in order to enable the Sellers or Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event any Seller Sellers or Purchaser wishes wish to destroy (or permit to be destroyed) such records after that timewithin five (5) years of the Closing Date, such party shall first give ninety (90) days prior written notice to the other and such other party shall have the right at its option and expense, upon prior 38 written notice given to such party within that ninety (90) day period, to take possession of the records within one hundred and eighty (180) days after the date of such noticerecords.