Retention of and Access to Books and Records Clause Samples

Retention of and Access to Books and Records. (a) On or before the Closing Date, the SN Parties will deliver or cause to be delivered to Buyer, the Books and Records that are in the possession or control of the SN Parties or their Affiliates. (b) Buyer agrees to afford the SN Parties and their Affiliates and their respective accountants, counsel and other designated individuals, during normal business hours, upon reasonable request, at a mutually agreeable time, full access to and the right to make copies of the Books and Records at no cost to the SN Parties or their Affiliates (other than for reasonable out-of-pocket expenses); provided that such access will not be construed to require the disclosure of Books and Records that would cause the waiver of any attorney-client, work product or like privilege; provided, further, that in the event of any litigation, nothing herein shall limit any Party’s rights of discovery under Applicable Law. Without limiting the generality of the preceding sentences, Buyer agrees to provide SN Parties and their Affiliates reasonable access to and the right to make copies of the Books and Records after the Closing for the purposes of assisting SN Parties and their Affiliates (i) in complying with the SN Parties’ obligations under this Agreement; (ii) in adjusting, prorating and settling the charges and credits provided for under this Agreement; (iii) in preparing Tax Returns; (iv) in responding to or disputing any tax audit; (v) in asserting, defending or otherwise dealing with any Claim or dispute, known or unknown, under this Agreement; and (vi) in asserting, defending or otherwise dealing with any third-party Claim or dispute by or against SN Parties and their Affiliates relating to the Company. (c) Notwithstanding the foregoing provisions of this Section or anything else to the contrary in this Agreement, with respect to any Books and Records the transfer or other disclosure of which to Buyer would waive (or would reasonably risk the waiver of) any attorney/client, work product, tax practitioner, audit or other privilege relating to the Retained Obligations, the SN Parties shall not be required to transfer such Books and Records (or any copies thereof) to Buyer until the appropriate Parties enter into a mutually-agreed joint defense agreement to allow for the sharing of common defense privileged materials.

Retention of and Access to Books and Records. Transferor agree to retain the Books and Records for a period of five (5) years after the Closing Date and to make them available to Acquiror for the purpose of making copies thereof at Acquiror's expense of.

Retention of and Access to Books and Records. 7.1.1 Buyer agrees to retain all books and records of or relating to Klamath Northern for a period of seven (7) years after the Closing Date. Buyer shall permit Seller (or its successors) and its Representatives to inspect and copy, at Seller’s (or such successor’s) sole expense, any such books and records at any time during normal business hours, upon reasonable advance notice. 7.1.2 After the seven-year period referred to in Section 9.1.1, Buyer shall provide not less than thirty (30) nor more than sixty (60) days notice to Seller (or its successors, if previously identified by notice to Buyer) prior to any proposed destruction or disposition of any of the books and records of or relating to Klamath Northern. Any such notice shall identify with reasonable specificity the books and records to be destroyed or disposed of and the date on which such destruction or disposition will occur. If the recipient of any such notice wishes to obtain any of the books or records to be destroyed or disposed of, it may do so by giving notice to Buyer at any time prior to the scheduled date for destruction or disposition. All out-of-pocket costs of delivering any such books and records to a requesting party shall be paid by such party.

Retention of and Access to Books and Records. The Buyer will retain for a period consistent with the Buyer’s record-retention policies and practices the Books and Records delivered to the Buyer. The Buyer also will provide the Seller and its Representatives reasonable access thereto, during normal business hours and on at least three Business Days’ prior written notice, to enable them to prepare financial statements or Tax Returns or deal with Tax audits. The Seller will provide the Buyer and its Representatives reasonable access to those books and records that are Excluded Assets, during normal business hours and on at least three Business Days’ prior written notice, for any reasonable business purpose specified by the Buyer in such notice.

Retention of and Access to Books and Records. After the Closing Date, Buyer shall retain for a period consistent with Buyer’s record-retention policies and practices the books and records relating to the Business. Buyer shall provide the Member and its Representatives reasonable access to the Transferred Books and Records, during normal business hours and on at least three days’ prior written notice, for any reasonable business purpose specified by the Member in such notice, including, but not limited to, verification of Contingent Payment amounts, preparation of SEC filings or response to SEC requests, preparation of financial statements or tax returns, or dealing with tax audits. After the Closing Date, the Member and the Company shall provide Buyer and its Representatives reasonable access to such books and records of the Member relating to the Business, and all Books and Records not included in the Transferred Books and Records, during normal business hours and on at least three days’ prior written notice, for any reasonable business purpose specified by the Buyer in such notice.

Retention of and Access to Books and Records. After the Closing Date, Buyer shall retain for a period consistent with Buyer’s record-retention policies and practices the books and records of the Company and its Subsidiaries. Buyer shall provide the Seller and its Representatives reasonable access thereto, during normal business hours and on at least three days’ prior written notice, for any reasonable business purpose specified by the Seller in such notice, including, but not limited to, verification of the Final Working Capital, Working Capital adjustments, and Contingent Payment amounts, preparation of SEC filings or response to SEC requests, preparation of financial statements or tax returns, or dealing with tax audits. After the Closing Date, the Seller shall provide Buyer and its Representatives reasonable access to such books and records of the Seller relating to the Company, its Subsidiaries or the Business during normal business hours and on at least three days’ prior written notice, for any reasonable business purpose specified by Buyer in such notice.

Retention of and Access to Books and Records. 6.2.1 As promptly as practicable and in any event before thirty (30) days after the Closing Date, the Seller will deliver or cause to be delivered to the Buyer the Books and Records that are in the possession or control of the Seller or its Affiliates. The Buyer agrees to hold and maintain the material Books and Records so that they may be reasonably retrievable and not to destroy or dispose of any portion thereof for a period after the Closing Date for a period of five (5) years, or such longer time as may be required by Law or as specifically requested for specific categories of documents by Seller. Any confidential information on the Purchased Assets or Business provided to third parties by Seller in the last twelve months related to a sale of the Facility should be retrieved and the right to enforce confidentiality agreements should be transferred to Buyer, to the extent permitted by the terms of such confidentiality agreements. 6.2.2 Subject to Seller’s rights in Section 2.1.8 and appropriate antitrust safeguards, each Party agrees to afford the other Party and its Affiliates and their respective accountants and counsel, during normal business hours, upon reasonable request, at a mutually agreeable time, full access to and the right to make copies of the Books and Records or other information the Seller retains that relates to the Purchased Assets at no cost to the such Party or its Affiliates (other than for reasonable out-of-pocket expenses); provided that such access will not be construed to require the disclosure of Books and Records or other information the Seller retains that relates to the Purchased Assets that would cause the waiver of any attorney-client, work product or like privilege; provided further that in the event of any litigation, nothing herein shall limit any Party’s rights of discovery under applicable Law. Without limiting the generality of the preceding sentences, and subject to Seller’s rights in Section 2.1.8 and appropriate antitrust safeguards, each Party agrees to provide the other Party and its Affiliates reasonable access to and the right to make copies of the Books and Records or other information the Seller retains that relates to the Purchased Assets after the Closing Date for the purposes of assisting such Party and its Affiliates (a) in complying with the obligations under this Agreement (including to comply with any indemnity obligations), (b) in preparing and delivering any accounting statements provided for under ...

Retention of and Access to Books and Records. Buyer will, and will cause the Company and each Company Subsidiary to, retain for a period consistent with Buyer’s record-retention policies and practices (but in no event less than five years), all books and records held by them relating to the Company or any Company Subsidiary. Buyer will provide to Seller or any Representatives of Seller reasonable access thereto, during normal business hours and on at least three Business Days’ prior written notice, for any reasonable business purpose specified by Seller in such notice.

Retention of and Access to Books and Records. Cumulus may retain a copy of all data books and records relating to the pre-Closing operations of the Stations. After the Closing, Townsquare shall retain those records delivered to Townsquare by Cumulus for a period of at least three (3) years. Townsquare shall provide Cumulus and its representatives with reasonable access to any such books and records of which Cumulus did not retain a copy, during normal business hours and on reasonable prior written notice to Townsquare. From the date hereof until Closing, Cumulus agrees to make its CFO available to discuss ongoing operations and the status of the businesses of the Stations during normal business hours and on reasonable prior written notice.