Access After Closing. (a) Each of Purchaser and Seller agree to retain all accounting, business, financial and tax records in its possession relating to the Assets for a period of three years from the Closing Date, provided that, after such date, each party shall make reasonable arrangements for the other party's continued access to any such records which it does not otherwise destroy under its normal document retention policies. Prior to any liquidation, Seller shall take all steps reasonably necessary to provide Purchaser with continued access to such records following such liquidation. In addition, from and after the Closing Date, Purchaser and Seller agree that, subject to receiving appropriate assurances of confidentiality and restrictions on use, each will not unreasonably withhold access by the other party and its attorneys, accountants and other representatives (after reasonable notice and at times to be mutually agreed, provided that such access does not disrupt the normal operations of the other party), to such personnel, books, records and documents relating to the Assets as the other party may reasonably deem necessary to properly prepare for, file, prove, answer, prosecute and/or defend any financial statements, tax return, filing, audit, judicial or administrative proceeding, protest, claim, suit, inquiry or other proceeding relating to the Assets.
(b) The party requesting assistance hereunder shall pay to the party whose assistance is requested the reasonable costs of the party providing such assistance.
Access After Closing. Buyer will permit Seller and its representatives reasonable access on reasonable notice during normal business hours, for a period of three (3) years following the Closing Date and for such longer period as may be required in connection with any pending or threatened judicial or administrative proceeding with respect to which Seller is indemnifying the Buyer Indemnified Parties pursuant to this Agreement, to the books and records of the Company, including the right to make copies thereof, and to personnel (for reasonable inquiry and testimony) in compliance with Section 6(a) of the Release of Liability. Notwithstanding the foregoing, Buyer will permit Seller reasonable access after the Closing Date until the date that is six (6) months after the expiration of any applicable statutes of limitations (including extensions thereof) with respect to books and records relating to liabilities for Taxes and Tax Returns of the Company with respect to which Seller is indemnifying the Company pursuant to this Agreement. Similarly, Seller will permit Buyer, the Company and their representatives reasonable access on reasonable notice during normal business hours, for a period of three (3) years following the Closing Date and for such longer period as may be required in connection with any pending or threatened judicial or administrative proceeding, to the books and records of Seller and its Subsidiaries that are relevant to such proceedings with respect to which Buyer is indemnifying the Seller Indemnified Parties pursuant to this Agreement, including the right to make copies thereof, and to personnel (for reasonable inquiry and testimony) in compliance with Section 6(a) of the Release of Liability. Notwithstanding the foregoing, Seller will permit Buyer and the Company reasonable access after the Closing Date until the date that is six (6) months after the expiration of any applicable statutes of limitations (including extensions thereof) with respect to books and records relating to liabilities for Taxes and Tax Returns of the Company. Seller and Buyer shall preserve all information, records or documents in their respective possessions relating to liabilities for Taxes with respect to the Company for taxable years or portions thereof ending on or before the Closing Date until six (6) months after the expiration of any applicable statute of limitations (including extensions thereof) with respect to the assessment of such Taxes. All information so obtained shall be kept...
Access After Closing. The parties will retain for a period of six (6) years following Closing all books and records within their possession or control that they are permitted hereby to retain and that relate to the operation and conduct of the Business prior to Closing. The parties will provide to the other parties and their representatives reasonable access during normal business hours to copies of all such books and records upon request.
Access After Closing. On and after the Closing Date, except as may be deemed appropriate to ensure compliance with any Applicable Laws (including, without limitation any requirements with respect to security clearance), and subject to any applicable privileges (including, without limitation, the attorney-client privilege), LM will afford (and will cause its Subsidiaries to afford) to GE and its Representatives reasonable access to the books and records of LM and its Subsidiaries relating to any of the Businesses or the Equity Securities (including, without limitation, LM's or any Subsidiary's employees and auditors with knowledge of any of the Businesses or the Equity Securities) during normal business hours and upon reasonable prior notice to permit GE to determine any matter relating to its rights and obligations under any Transaction Document or otherwise reasonably required by GE.
Access After Closing. Except as may be deemed appropriate to ensure compliance with any Applicable Laws (including, without limitation, any requirements with respect to security clearances), on and after the Closing Date and subject to any applicable privileges (including, without limitation, the attorney-client privilege), the GE Entities will cause the Company to provide LM and its Representatives reasonable access to the books and records of the Company relating to any of the Businesses (including, without limitation, the Company's employees and auditors with knowledge of any of the Businesses) during normal business hours and upon reasonable prior notice to permit LM to determine any matter relating to its rights and obligations under any Transaction Document or Contracts or to permit LM to prepare and file any and all tax reports or returns required to be filed by LM or any of its Affiliates or otherwise reasonably required by LM. LM agrees that all information provided to LM and its Representatives pursuant to this Section 6.02 will be treated in accordance with Section 4.02 of the Contribution Agreement.
Access After Closing. After the Closing and from time to time, each party hereto shall permit the other parties and their Representatives to have access during regular business hours and upon reasonable notice, to inspect and copy agreements, records, books and other documents that are included in or relate to the assets or business of the other and identified with reasonable particularity, wherever located, for the purposes of (i) preparing Tax Returns and financial statements and responding to Tax audits, and (ii) prosecuting or defending any Claim. Each party shall cooperate fully with the other party in connection with the foregoing. If, after the Closing, any party determines to destroy any agreements, records, books or documents referred to above, it will give to the other party at least two months' prior written notice thereof, and such other party shall have the right during such two-month period upon reasonable notice and during regular business hours to take possession of any such agreements, records, books or documents.
Access After Closing. Buyer will permit Sellers and their representatives reasonable access on reasonable notice during normal business hours, for a period of three years following the Closing Date and for such longer period as may be required in connection with any pending or threatened tax audit or judicial or administrative proceeding, (i) to the books and records of Sellers included in the Transferred Assets, including the right to make copies thereof, and to personnel (for reasonable inquiry and testimony), and (ii) to any computerized data included in the Transferred Assets. All information so obtained shall be kept confidential by the Sellers, unless such information otherwise becomes publicly available or disclosure of such information is required by applicable law.
Access After Closing. For a period of ten (10) years after the Closing, the Purchaser shall: (i) retain the Transferred Books and Records and all other books and records related to the Business held by the Purchaser’s Group, including those held by or relating to the Transferred Subsidiaries for periods prior to the Closing; and (ii) upon reasonable notice and during normal business hours, cooperate with and provide the Seller, members of the Seller’s Group, and the officers, employees, agents and representatives of the Seller and members of the Seller’s Group reasonable access (including the right to make copies at the Seller’s expense or the expense of any member of the Seller’s Group) to such books and records, including as may be necessary for the preparation of financial statements, regulatory filings, Tax Returns, or in connection with any Proceedings or claims. The Seller and members of the Seller’s Group shall be entitled, at their expense and subject to reasonable and customary confidentiality undertakings, to make copies of the books and records to which they are entitled access pursuant to this Section 6.02.
Access After Closing. For a period of two (2) years after the Effective Date, Buyers shall have reasonable access to all of the records, books and documents of Sellers related to the Sellers, Companies, and the Projects to the extent that such documents were not part of the Assets, and access to such documents may reasonably be required in connection with matters relating to or affected by the operations of any Company or Project prior to the Effective Date (including, without limitation, liabilities with respect to Taxes), provided that Sellers shall have the right, at their sole cost and expense, to retain copies of such records, books and documents as Sellers deem appropriate, subject to their obligation to keep such information confidential in accordance with Section 10. Such access shall be afforded upon receipt of reasonable advance notice and during normal business hours. Buyers shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 7.2. Buyers acknowledge that Sellers and/or certain of their Affiliates may liquidate their assets and dissolve, and notwithstanding the foregoing, nothing set forth in this Section 7.2 shall be deemed to restrict or limit in any way any right of Sellers and any Affiliate of Sellers to liquidate their assets and dissolve prior to the conclusion of such two-year period.
Access After Closing. For a period of two (2) years after the Effective Date, Sellers shall have reasonable access to all of the records, books and documents of Buyers related to the Companies and the Projects to the extent that such access may reasonably be required in connection with matters relating to or affected by the operations of any Company or Project prior to the Effective Date (including, without limitation, liabilities with respect to Taxes and Sellers’ use of tax credits available to them pursuant to 26 U.S.C. § 45). Such access shall be afforded upon receipt of reasonable advance notice and during normal business hours. Sellers shall be solely responsible for any costs or expenses incurred by them or Buyers pursuant to this Section 8.2. If any Buyer shall desire to dispose of any records, books or documents that may relate to operations of any Company or Projects before the Closing prior to the expiration of such two-year period, such Buyer shall, prior to such disposition, give Sellers a reasonable opportunity, at Sellers’ expense, to segregate and remove such records, books or documents as Sellers may select. Purchase and Sale Agreement
