Without the written consent of Buyer, on the one hand, or Seller and Schadel, on the other hand, for a period of five (5) years from the Closing Date, Seller or Buyer, respectively, will not destroy or otherwise dispose of any records relating to the Purchased Assets without first advising the other party(ies) hereto and offering to surrender them to such other party(ies), and Buyer, Seller and Schadel shall each have reasonable access to such records during normal business hours for any proper purpose.