Common use of Retention of Books and Records Clause in Contracts

Retention of Books and Records. (a) The Seller may retain a copy of any or all of the books and records relating to the business or operations of the Companies prior to the Closing; provided, however, that such copy of the Companies’ books and records shall be held by the Seller in accordance with and subject to the terms of the Confidentiality Agreement (without giving effect to the termination or expiration provisions thereof), and shall be used by the Seller solely for the purposes described under Section 6.1(b)(iii). In order to facilitate the resolution of any claims made against or incurred by the Seller prior to the Closing, or for any other reasonable purpose, for a period of seven years after the Closing, the Buyer shall retain the books and records (including personnel files) of the Companies relating to periods prior to the Closing in a manner reasonably consistent with the prior practices of the Companies, and upon reasonable notice, afford the Representatives of the Seller reasonable access (including the right to make, at the Seller’s expense, photocopies), during normal business hours, to such books and records. (b) In order to facilitate the resolution of any claims made by or against or incurred by the Buyer or the Companies after the Closing, or for any other reasonable purpose, for a period of seven years following the Closing, the Seller shall retain the books and records (including personnel files) of the Seller which relate to the Companies and the operations of the Acquired Business for periods prior to the Closing, and upon reasonable notice, afford the Representatives of the Buyer or the Companies reasonable access (including the right to make, at the Buyer’s expense, photocopies), during normal business hours, to such books and records. (c) Neither the Buyer nor the Seller shall be obligated to provide the other Party with access to any books or records (including personnel files) pursuant to this Section 6.8 where such access would violate any Law.

Retention of Books and Records. Purchaser shall cause ------------------------------ the Company and its Subsidiary to retain, until all applicable Tax statutes of limitations (aincluding periods of waiver and extension) The Seller may retain a copy of any or have expired, all of the books books, records and records relating other documents pertaining to the Company and its Subsidiary in existence on the Closing Date that are required to be retained under current retention policies and to make the same available after the Closing Date for inspection and copying by Seller or its agents at Seller's expense, during regular business or operations hours and upon reasonable request and upon reasonable advance notice. After the expiration of the Companies prior to the Closing; providedsuch period, however, that no such copy of the Companies’ books and records shall be held destroyed by Purchaser without first advising the treasurer of Seller in writing detailing the contents thereof and giving Seller at least 120 days to obtain possession thereof. Seller agrees that such records will be kept strictly confidential and used only for Tax purposes. Seller shall retain, until all applicable Tax statutes of limitations (including periods of waiver and extension) have expired, all books, records and other documents pertaining to the Company and its Subsidiary in existence on the Closing Date (other than any books, records and other documents, copies of which have been provided to Purchaser, the Company or the Subsidiary) that are required to be retained under current retention policies and to make the same available after the Closing Date for inspection and copying by the Seller in accordance with Purchaser or its agents at Purchaser's expense, during regular business hours and subject to upon reasonable request and upon reasonable advance notice. After the terms expiration of the Confidentiality Agreement (without giving effect to the termination or expiration provisions thereof)such period, and shall be used by the Seller solely for the purposes described under Section 6.1(b)(iii). In order to facilitate the resolution of any claims made against or incurred by the Seller prior to the Closing, or for any other reasonable purpose, for a period of seven years after the Closing, the Buyer shall retain the no such books and records (including personnel files) of the Companies relating to periods prior to the Closing in a manner reasonably consistent with the prior practices of the Companies, and upon reasonable notice, afford the Representatives of the Seller reasonable access (including the right to make, at the Seller’s expense, photocopies), during normal business hours, to such books and records. (b) In order to facilitate the resolution of any claims made by or against or incurred by the Buyer or the Companies after the Closing, or for any other reasonable purpose, for a period of seven years following the Closing, the Seller shall retain the books and records (including personnel files) of the Seller which relate to the Companies and the operations of the Acquired Business for periods prior to the Closing, and upon reasonable notice, afford the Representatives of the Buyer or the Companies reasonable access (including the right to make, at the Buyer’s expense, photocopies), during normal business hours, to such books and records. (c) Neither the Buyer nor the Seller shall be obligated destroyed by Seller without first advising Purchaser in writing detailing the contents thereof and giving Purchaser at least 120 days to provide the other Party with access to any books or obtain possession thereof. Purchaser agrees that such records (including personnel files) pursuant to this Section 6.8 where such access would violate any Lawwill be kept strictly confidential and used only for Tax purposes.

Retention of Books and Records. (a) The Seller may retain a copy of any or Each Debtor shall cause all of the books and records described in Section 7.13(a) to be maintained and retained until the Retention Date. Each Debtor shall make all such books and records available (including to make copies of and extracts from the same) for inspection by any Agent or its representatives (including any Governmental Authority) and agents (including any independent contractors) at the offices of such Debtor (or such other location or locations at which such books and records may be maintained pursuant to Section 7.13(a)) at reasonable times during normal business hours on any Business Day, in each instance upon not less than five (5) Business Days’ prior notice to such Debtor (unless an Event of Default shall have occurred and be continuing, in which case no prior notice is required). Upon request by any Agent, such Debtor, at the sole cost and expense of the requesting Agent (unless an Event of Default shall have occurred and be continuing, in which case at such Debtor’s sole cost and expense), promptly shall send copies (the number of copies of which shall be reasonable) of such books and records to the requesting Agent. The Debtors shall use commercially reasonable efforts to provide the Agents with reasonable advance notice of any Grantor’s intention to destroy or dispose of any documents or files relating to the business Collateral and, upon the request of an Agent, shall allow such Person, at its own expense (unless an Event of Default shall have occurred and be continuing, in which case at such Debtor’s sole cost and expense), to recover the same from such Grantor. No books or operations records required to be kept and maintained pursuant to Section 7.13(a) may be destroyed or disposed of the Companies at any time on or prior to the Closing; provided, however, that such copy Retention Date without the prior written consent of the Companies’ books and records shall be held by the Seller in accordance with and subject to the terms of the Confidentiality Agreement (without giving effect to the termination or expiration provisions thereof), and shall be used by the Seller solely for the purposes described under Section 6.1(b)(iii). In order to facilitate the resolution of any claims made against or incurred by the Seller prior to the Closing, or for any other reasonable purpose, for a period of seven years after the Closing, the Buyer shall retain the books and records (including personnel files) of the Companies relating to periods prior to the Closing in a manner reasonably consistent with the prior practices of the Companies, and upon reasonable notice, afford the Representatives of the Seller reasonable access (including the right to make, at the Seller’s expense, photocopies), during normal business hours, to such books and recordsCollateral Agent. (b) In order to facilitate the resolution of any claims made by or against or incurred by the Buyer or the Companies after the Closing, or for any other reasonable purpose, for a period of seven years following the Closing, the Seller shall retain the books and records (including personnel files) of the Seller which relate to the Companies and the operations of the Acquired Business for periods prior to the Closing, and upon reasonable notice, afford the Representatives of the Buyer or the Companies reasonable access (including the right to make, at the Buyer’s expense, photocopies), during normal business hours, to such books and records. (c) Neither the Buyer nor the Seller shall be obligated to provide the other Party with access to any books or records (including personnel files) pursuant to this Section 6.8 where such access would violate any Law.

Retention of Books and Records. (a) The Seller may Purchaser shall cause the Company Group to retain a copy of all books, ledgers, files, reports, plans, operating records and any or all of the books and records relating other material documents pertaining to the business or operations of Company Group in existence at the Companies prior Closing that are required to the Closing; provided, however, that such copy of the Companies’ books and records shall be held by the Seller in accordance with and subject to the terms of the Confidentiality Agreement (without giving effect to the termination or expiration provisions thereof), and shall be used by the Seller solely for the purposes described retained under Section 6.1(b)(iii). In order to facilitate the resolution of any claims made against or incurred by the Seller prior to the Closing, or for any other reasonable purpose, current retention policies for a period of seven six (6) years from the Closing Date, and to make the same available after the ClosingClosing for inspection and copying by the Sellers’ Representative or its representatives at the Sellers’ Representative’s expense, during regular business hours and upon reasonable request and upon reasonable advance notice, in each case solely to the Buyer shall retain the books and records extent (including personnel filesx) reasonably required by any of the Companies relating Sellers in connection with any Tax audit or other action by a Governmental Authority or for purposes of complying with any Tax, financial reporting or accounting matters, in each case, with respect to periods such Seller's ownership of the Shares prior to the Closing or (y) necessary to comply with applicable law. Notwithstanding anything herein to the contrary, no such access, disclosure or copying shall be permitted (i) for a purpose related to a dispute or potential dispute with Purchaser, the Company Group or any of their respective Affiliates (provided, that in the case of any such dispute, the rules of discovery otherwise applicable to such dispute shall govern), (ii) that results in the loss of any attorney-client privilege of the Company Group or (iii) that violates any applicable law or confidentiality undertaking; provided, that Purchaser shall give notice to the Sellers’ Representative of the fact that it is withholding such information or documents (and the basis for such withholding) and, in the case of withholding under the foregoing clauses (i) or (ii), Purchaser shall and shall cause the Company Group to use commercially reasonable efforts (at the Sellers’ sole cost and expense and in a manner reasonably consistent with that does not result in any liability to the prior practices of the Companies, and upon reasonable notice, afford the Representatives of the Seller reasonable access (including the right to make, at the Seller’s expense, photocopies), during normal business hours, to such books and records. (b) In order to facilitate the resolution of any claims made by or against or incurred by the Buyer Purchaser or the Companies after Company Group) to obtain any necessary consents or waivers to permit it to communicate the Closingapplicable information in a way that would not violate the applicable law or result in the loss of an attorney-client privilege. Notwithstanding anything in this Section 6.13 to the contrary, nothing in this Section 6.13 shall require Purchaser or for the Company Group or their respective Affiliates to disclose or provide any other reasonable purpose, for a period of seven years following the Closing, the Seller shall retain the books and records (including personnel files) of the Seller which relate to the Companies and the operations of the Acquired Business for periods prior to the Closing, and upon reasonable notice, afford the Representatives of the Buyer or the Companies reasonable access (including the right to make, at the Buyer’s expense, photocopies), during normal business hours, to such books and records. (c) Neither the Buyer nor the Seller shall be obligated to provide the other Party party with access to any books personnel records relating to individual performance or records evaluations, medical histories or other information that in the disclosing party’s good faith opinion (including personnel filesafter consultation with counsel) pursuant the disclosure of which could subject the disclosing party or its Affiliates to this Section 6.8 where such access would violate any Lawrisk of liability.

Retention of Books and Records. (a) The Seller may Buyer shall cause the Company to retain a copy of all books, ledgers, files, reports, plans, operating records and any or all of the books and records relating other documents pertaining to the business or operations of Company in existence at the Companies prior Closing that are required to the Closing; provided, however, that such copy of the Companies’ books and records shall be held by the Seller in accordance with and subject to the terms of the Confidentiality Agreement (without giving effect to the termination or expiration provisions thereof), and shall be used by the Seller solely for the purposes described retained under Section 6.1(b)(iii). In order to facilitate the resolution of any claims made against or incurred by the Seller prior to the Closing, or for any other reasonable purpose, current retention policies for a period of seven (7) years from the Closing Date, and to make the same available after the Closing, the Buyer shall retain the books Closing for inspection and records (including personnel files) of the Companies relating to periods prior to the Closing in a manner reasonably consistent with the prior practices of the Companies, and upon reasonable notice, afford the Representatives of the Seller reasonable access (including the right to makecopying, at the Seller’s expense, photocopies)by Seller or its Representatives. Such inspection and copying shall only be permitted, during normal business hourshours and upon reasonable request and upon reasonable advance written notice. Notwithstanding the foregoing, the Company will not be required to afford such books and records. (b) In order to facilitate access if it would unreasonably disrupt the resolution operations of the Company, would cause a violation of any claims made by agreement to which the Company is a party, would cause a significant risk, in the reasonable judgment of the Company, of a loss of privilege to the Company or against or incurred by the Buyer or the Companies after the Closingwould constitute a violation of any applicable Law. Seller shall retain all books, or for ledgers, files, reports, plans, operating records and any other reasonable purpose, documents pertaining to the Company in existence at the Closing that are required to be retained under current retention policies for a period of seven (7) years following from the ClosingClosing Date, and to make the same available after the Closing for inspection and copying, at Buyer’s expense, by Buyer or its Representatives. Such inspection and copying shall only be permitted, during normal business hours and upon reasonable request and upon reasonable advance written notice. Notwithstanding the foregoing, Seller shall retain the books and records (including personnel files) of the Seller which relate will not be required to the Companies and afford such access if it would unreasonably disrupt the operations of the Acquired Business for periods prior Seller, would cause a violation of any agreement to which the Seller is a party, would cause a significant risk, in the reasonable judgment of the Seller, of a loss of privilege to the Closing, and upon reasonable notice, afford the Representatives Seller or would constitute a violation of the Buyer or the Companies reasonable access (including the right to make, at the Buyer’s expense, photocopies), during normal business hours, to such books and records. (c) Neither the Buyer nor the Seller shall be obligated to provide the other Party with access to any books or records (including personnel files) pursuant to this Section 6.8 where such access would violate any applicable Law.

Retention of Books and Records. (a) The Seller may retain a copy of any or all of Subject to Article VI, following the books Closing and records relating to the business or operations of the Companies prior to the Closing; provided, however, that such copy of the Companies’ books and records shall be held by the Seller in accordance with and subject to the terms of the Confidentiality Agreement (without giving effect to the termination or expiration provisions thereof), and shall be used by the Seller solely for the purposes described under Section 6.1(b)(iii). In order to facilitate the resolution of any claims made against or incurred by the Seller prior to the Closing, or for any other reasonable purpose, for a period consistent with such Party’s record retention policy (the “Retention Period”), each of seven years after Buyer and Seller shall, and each shall cause its Subsidiaries to, use commercially reasonable efforts to retain all books, ledgers, files, reports, plans, operating records and any other material documents pertaining to the ClosingCompany and its Subsidiaries, the Buyer shall retain the books and records (including personnel files) of the Companies in each case, relating to periods prior to the Closing that are in Buyer’s or its Subsidiaries’ or in Seller’s or any of its Subsidiaries’, as applicable, possession at the Closing (and, in the case of Seller and its Subsidiaries, that have not otherwise have been delivered to Buyer at the Closing) and that are required to be retained under current retention policies, and to make the same available after the Closing for inspection and copying by the other Party or its Representatives for any legitimate business purpose (including for financial reporting or tax purposes). Unless consented to in writing by Buyer (in the case of a manner reasonably consistent with disposition by Seller or its Subsidiaries) or by Seller (in the prior practices case of a disposition by Buyer, the Company or any of its Subsidiaries), following the expiration of the CompaniesRetention Period, before Buyer, the Company or any of its Subsidiaries, or Seller or any of its Subsidiaries (as applicable) shall dispose of any such books, ledgers, files, reports, plans, operating records or other material documents, Buyer or Seller (as applicable) shall give at least ninety (90) days’ prior written notice of such intention to dispose to Seller or Buyer (as applicable), and upon reasonable notice, afford the Representatives Seller or Buyer (as applicable) or any of the Seller reasonable access (including the right to maketheir respective Affiliates shall be given an opportunity, at the Seller’s their cost and expense, photocopies), during normal business hours, to remove and retain all or any part of such books and records. (b) In order to facilitate the resolution of any claims made by or against or incurred by the Buyer or the Companies after the Closing, or for any other reasonable purpose, for a period of seven years following the Closing, the Seller shall retain the books and records (including personnel files) of the Seller which relate to the Companies and the operations of the Acquired Business for periods prior to the Closing, and upon reasonable notice, afford the Representatives of the Buyer or the Companies reasonable as it may elect. All access (including the right to make, at the Buyer’s expense, photocopies), during normal business hours, to such books and records. (c) Neither the Buyer nor the Seller shall be obligated to provide the other Party with access to any books or records (including personnel files) provided pursuant to this Section 6.8 where 5.10 shall be (i) conducted during normal business hours upon reasonable advance notice to Seller or the relevant Subsidiary of Seller providing access, or to the Company or the relevant Subsidiary of the Company providing access, (ii) conducted in such a manner as not to interfere unreasonably with the normal operations of the businesses of the Company or the relevant Subsidiary of the Company providing access would violate and its Affiliates or Seller or the relevant Subsidiary of Seller providing access and its Affiliates (as applicable) and (iii) conducted at the requesting Party’s sole cost and expense (including any Lawcosts and expenses for making copies of books and records), and the Company or the relevant Subsidiary of the Company providing access and Seller or the relevant Subsidiary of Seller providing access (as applicable) shall have the right to have one or more of its Representatives present at all times during any visits, examinations, discussions or contacts contemplated by this Section 5.10.

Retention of Books and Records. (a) The Seller may retain a copy Following the Closing, Buyer shall retain, until all applicable statutes of any or limitations (including periods of waiver) have expired, all of the books books, records and records relating other documents pertaining to the business or operations of Business that related to the Companies period prior to the Closing Date that are required to be retained under retention policies in effect as of the date of this Agreement and to make the same available after the Closing Date for inspection (at an office of the Buyer) and copying by Seller or its agents at Seller’s expense, during regular business hours and upon reasonable request and upon reasonable advance notice. Seller agrees that such records will be kept strictly confidential and used only for compliance with laws and governmental regulations. (b) Following the Closing, Seller shall, and shall cause its Affiliates to, retain, until all applicable statutes of limitations (including periods of waiver) have expired, all books, records and other documents pertaining to the Business that relate to the period prior to the Closing Date that are required to be retained under retention policies in effect as of the date of this Agreement and to make the same available after the Closing Date for inspection (at an office of the Seller or any of its Affiliates) and copying by Buyer or its agents at Buyer’s expense, during regular business hours and upon reasonable request and upon reasonable advance notice. This Subsection 5.4(b) shall not limit the obligation of Seller to include in the Assets at Closing all books, records and confidential and proprietary information, relating specifically and solely to the Business that are in the possession of Seller or any of its Affiliates; provided, however, that such copy neither Seller nor any of the Companies’ books and records shall be held by the Seller in accordance with and subject to the terms of the Confidentiality Agreement (without giving effect to the termination or expiration provisions thereof), and shall be used by the Seller solely for the purposes described under Section 6.1(b)(iii). In order to facilitate the resolution of any claims made against or incurred by the Seller prior to the Closing, or for any other reasonable purpose, for a period of seven years after the Closing, the Buyer shall retain the books and records (including personnel files) of the Companies relating to periods prior to the Closing in a manner reasonably consistent with the prior practices of the Companies, and upon reasonable notice, afford the Representatives of the Seller reasonable access (including the right to make, at the Seller’s expense, photocopies), during normal business hours, to such books and records. (b) In order to facilitate the resolution of any claims made by or against or incurred by the Buyer or the Companies after the Closing, or for any other reasonable purpose, for a period of seven years following the Closing, the Seller shall retain the books and records (including personnel files) of the Seller which relate to the Companies and the operations of the Acquired Business for periods prior to the Closing, and upon reasonable notice, afford the Representatives of the Buyer or the Companies reasonable access (including the right to make, at the Buyer’s expense, photocopies), during normal business hours, to such books and records. (c) Neither the Buyer nor the Seller its Affiliates shall be obligated to provide include in the Assets at Closing any books, records or other Party with access information relating to the consolidated Tax Returns filed by Seller or any books or records (including personnel files) pursuant to this Section 6.8 where such access would violate any Lawof its Affiliates.

Retention of Books and Records. The Purchaser shall, and shall cause the Companies to, (a) The Seller may retain a copy of any or hold all of the books and records relating to the business or operations of the Companies prior to existing on the Closing; provided, however, that such copy of the Companies’ books Closing Date and records shall be held by the Seller in accordance with and subject to the terms of the Confidentiality Agreement (without giving effect to the termination not destroy or expiration provisions thereof), and shall be used by the Seller solely for the purposes described under Section 6.1(b)(iii). In order to facilitate the resolution dispose of any claims made against or incurred by the Seller prior to the Closing, or for any other reasonable purpose, thereof for a period of seven six years from the Closing Date or such longer time as may be required by law, and thereafter, if it desires to destroy or dispose of such books and records, offer first in writing at least 60 days prior to such destruction or disposition to surrender them to the Seller; provided, that if the Seller does not respond in writing within 60 days of the Purchaser's notice, it shall be deemed to have consented to such destruction or disposition, and (b) from and after the Closing, the Buyer shall retain the books and records (including personnel files) of the Companies relating to periods prior to the Closing in a manner reasonably consistent with the prior practices of the Companies, and upon reasonable notice, afford the Representatives of the Seller reasonable access (including the right to makeSeller, at the Seller’s expense, photocopies)its accountants and counsel, during normal business hours, upon reasonable request, at any time, reasonable access to such books books, records and records. (b) In order other data and to facilitate the resolution employees of the Purchaser and any claims made by or against or incurred by of its Subsidiaries operating the Buyer or business of the Companies after Companies, to the Closing, or extent that such access may be required for any other reasonable purposelegitimate purpose (which, for a period any Person other than Mattel, Inc. ("Mattel"), shall be limited to audits of seven years following the Closing, the Seller shall retain the Seller's books and records or other financial reporting matters, any matter relating to the Seller's or its Affiliates' Taxes, any disputes between the Seller or its Affiliates, and a third party (including personnel files) other than the Purchaser, the Companies or their Affiliates, which shall be governed by Section 7), Seller's or its Affiliates' compliance with laws or regulations governing their business, or the fulfillment of obligations to former employees of the Seller which relate Companies), at no cost to the Companies and Seller (other than for the operations Purchaser's reasonable out-of-pocket expenses). The Seller may, at its option, at any time extend its rights under this Section 2.3 to Mattel or Mattel's Subsidiaries with respect to the records of the Acquired Business Companies for periods prior to October 19, 2000, in order to comply with the ClosingSeller's obligations under that certain Sale and Purchase Agreement dated as of September 28, 2000, as amended (the "Mattel Agreement"), and upon reasonable notice, afford the Representatives of the Buyer or the Companies reasonable access (including the right to make, at the Buyer’s expense, photocopies), during normal business hours, to in connection with such books and records. (c) Neither the Buyer nor assignment the Seller shall be obligated use its commercially reasonable efforts to provide obtain Mattel's agreement to hold the Companies' confidential information and trade secrets in confidence. In addition, the Seller may, at its option, at any time extend its rights under this Section 2.3 to Mattel or Mattel's Subsidiaries with respect to the records of the Companies solely in order for Mattel or its Subsidiaries to conduct an audit pursuant to Section 7.2 of the Mattel Agreement, subject to the Purchaser's right to require Mattel and/or its Subsidiaries, as the case may be, to enter into a customary confidentiality agreement reasonably satisfactory to the Purchaser. Notwithstanding anything in the foregoing to the contrary, the parties hereby agree that Seller or Mattel shall have no right to access or review any source code, development plans or other similar confidential Product information or data. In furtherance of the foregoing, in the event and for so long as any party to this Agreement actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand in connection with any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act or transaction prior to the Closing Date involving the Companies or the Business Assets, the other Party party will use commercially reasonable efforts to cooperate with it and its counsel in the contest or defense, make reasonably available their personnel, and provide such testimony and such reasonable access to any their books and records as shall be reasonably necessary in connection with the contest or records (including personnel files) pursuant defense, without charge to this the contesting or defending party, and without derogation of either party's indemnification obligations in Section 6.8 where such access would violate any Law7.

Retention of Books and Records. (a) The Seller may Buyer shall cause the Company and its Subsidiaries to retain a copy of all books, ledgers, files, reports, plans, records and any or all of the books and records relating other documents pertaining to the business or operations of Company and its Subsidiaries in existence at the Companies prior to the Closing; provided, however, that such copy of the Companies’ books and records shall be held by the Seller in accordance with and subject to the terms of the Confidentiality Agreement (without giving effect to the termination or expiration provisions thereof), and shall be used by the Seller solely for the purposes described under Section 6.1(b)(iii). In order to facilitate the resolution of any claims made against or incurred by the Seller prior to the Closing, or for any other reasonable purpose, Closing for a period of seven (7) years after the Closing, the Buyer shall retain the books and records (including personnel files) of the Companies relating to periods prior to from the Closing in a manner reasonably consistent with the prior practices of the CompaniesDate, and upon reasonable noticeprior request and subject to the Access Limitations (except that prior to withholding any such information, afford Buyer shall notify the Representatives Holder Representative in writing of the Seller nature of the information being withheld and thereafter Buyer shall use commercially reasonable access efforts to take any actions as may be reasonably requested by the Holder Representative to implement alternate arrangements (including entering into confidentiality agreements or joint defense agreements, seeking the right consent of third parties, redacting parts of documents or sharing “clean summaries of information”) in order to make, allow the Holder Representative access to such information to the fullest extent reasonably practicable under the circumstances) to make the same available after the Closing for inspection and copying by the Holder Representative or its representatives at the SellerHolder Representative’s expense, photocopies)during regular business hours and upon reasonable request and upon reasonable advance notice; provided that (x) such requests shall not unreasonably interfere with the normal operations of Buyer or its Affiliates, during normal business hours(y) the auditors and accountants of Buyer or its Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary agreement relating to such access to work papers in form and substance reasonable acceptable to such auditors or accountants and (z) if the parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records contemplated by this Section ‎7.2 shall instead be subject to applicable rules relating to discovery. After such seven (7)-year period, before Buyer, the Surviving Corporation or any of its Subsidiaries may dispose of any such books and records. , Buyer shall give at least thirty (b30) In order days’ prior written notice of such intention to facilitate the resolution of any claims made by or against or incurred by the Buyer or the Companies after the Closing, or for any other reasonable purpose, for a period of seven years following the Closing, the Seller shall retain the books and records (including personnel files) of the Seller which relate dispose to the Companies Holder Representative, and the operations of the Acquired Business for periods prior to the Closing, and upon reasonable notice, afford the Representatives of the Buyer or the Companies reasonable access (including the right to makeHolder Representative shall be given an opportunity, at the Buyer’s its cost and expense, photocopies), during normal business hours, to remove and retain all or any part of such books and records, subject to the limitations on access contained herein, as it may elect. (c) Neither the Buyer nor the Seller shall be obligated to provide the other Party with access to any books or records (including personnel files) pursuant to this Section 6.8 where such access would violate any Law.