Common use of Retention of and Access to Books and Records Clause in Contracts

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 this Agreement and adjusting, prorating and settling the charges and credits provided for in this Agreement, (c) in the case of Seller in owning or operating the Excluded Assets or Excluded Liabilities, (d) in preparing Tax returns, (e) in responding to or disputing any Tax audit, (f) in asserting, defending or otherwise dealing with any claim or dispute, known or unknown, under this Agreement or with respect, in the case of Seller, to Excluded Assets or Excluded Liabilities or (g) in asserting, defending or otherwise dealing with any Third Party Claim or dispute by or against a Party or its Affiliates relating to the Business.