Common use of Access After Closing Clause in Contracts

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 confidential by Buyer and Seller pursuant to the terms and conditions of the Release. As soon as practicable following the Closing Date, at Seller’s sole cost and expense, Buyer shall arrange for the delivery to Seller of the existing records and documents in the Company’s possession relating to Seller’s and its Subsidiaries’ (other than the Company’s) business and affairs, including, without limitation, files and records related to SEECO, Inc. and Southwestern Energy Production Company. In the event Buyer becomes aware (after the Closing) of Buyer’s possession of documents or records related to Seller's or its Subsidiaries’ (other than the Company’s) business and affairs before the Closing Date, Buyer will continue to comply with the foregoing. Similarly, as soon as practicable following the Closing Date, Seller shall arrange for the delivery to Buyer of the existing records and documents in the possession of Seller or any of its Subsidiaries relating solely to the Company’s business and affairs. In the event Seller becomes aware (after the Closing) of Seller’s possession of documents or records related to the Company’s business and affairs before the Closing Date, Seller will continue to comply with the foregoing. For seven (7) years after the Closing Date (or such longer period as may be required by applicable Law), Buyer shall have reasonable access to any other records relating to the Company Employees or Former Employees of the Company or the disclosure of which is required by Law or legal or regulatory process or subpoena, in the possession of Seller or any of its Subsidiaries to the extent that such access may reasonably be required in connection with the Company Employees or Former Employees of the Company, or other matters relating to or affected by the operation of the natural gas distribution business of the Company. The guidelines set forth in Schedule A of the Transition Services Agreement shall supplement this obligation to deliver.

Access After Closing. (a) Following the Closing, for so long as such information is retained by the Buyer, the Buyer will shall permit the Seller and its authorized representatives to have 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 thereofto, 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 Buyermake photocopies of, the Company Books 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, Records transferred to the books and records of Seller and its Subsidiaries Buyer that are relevant relate 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 Purchased Assets 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 period prior to the assessment of such Taxes. All information so obtained shall be kept confidential by Buyer and Seller pursuant to the terms and conditions of the Release. As soon as practicable following the Closing DateClosing, at Seller’s sole cost and expense, Buyer shall arrange for the delivery to Seller of the existing records and documents in the Company’s possession relating to Seller’s and its Subsidiaries’ (other than the Company’s) business and affairs, including, without limitation, files and records related to SEECO, Inc. and Southwestern Energy Production Company. In the event Buyer becomes aware (after the Closing) of Buyer’s possession of documents or records related to Seller's or its Subsidiaries’ (other than the Company’s) business and affairs before the Closing Date, Buyer will continue to comply with the foregoing. Similarly, as soon as practicable following the Closing Date, Seller shall arrange for the delivery to Buyer of the existing records and documents in the possession of Seller or any of its Subsidiaries relating solely to the Company’s business and affairs. In the event Seller becomes aware (after the Closing) of Seller’s possession of documents or records related to the Company’s business and affairs before the Closing Date, Seller will continue to comply with the foregoing. For seven (7) years after the Closing Date (or such longer period as may be required by applicable Law), Buyer shall have reasonable access to any other records relating to the Company Employees or Former Employees of the Company or the disclosure of which is required by Law or legal or regulatory process or subpoena, in the possession of Seller or any of its Subsidiaries to the extent that such access may reasonably be required in connection with (i) the Company Employees preparation of any accounting records or Former Employees Tax returns or any audit involving the Lithobid Products or the Purchased Assets, (ii) any suit, claim, action, proceeding or investigation relating to the Purchased Assets, (iii) any regulatory filing or matter, or (iv) in connection with any other valid legal or business purpose of the CompanySeller or its Affiliates. Such access shall be afforded during normal business hours and upon reasonable prior written notice from the Seller. The Buyer shall retain all Books and Records of the nature described above for a period of six (6) years following the Closing Date unless the Buyer gives the Seller notice of its intention to destroy any such records and affords the Seller a reasonable opportunity to take possession or make copies of any such records proposed to be destroyed. (b) Subject to Section 2.4(c), following the Closing, for so long as such information is retained by the Seller, the Seller shall permit the Buyer and its authorized representatives to have reasonable access to, and to make photocopies of, the Books and Records retained by the Seller that relate to the Purchased Assets with respect to the period prior to Closing, to the extent that such access may be required in connection with (i) the preparation of any accounting records or other matters Tax returns or any audit involving the Lithobid Products or the Purchased Assets, (ii) any suit, claim, action, proceeding or investigation relating to the Purchased Assets, (iii) any regulatory filing or affected by the operation matter or (iv) in connection with any other valid legal or business purpose of the natural gas distribution Buyer or its Affiliates. Such access shall be afforded during normal business hours and upon reasonable prior written notice from the Buyer. The Seller shall retain all Books and Records of the Company. The guidelines set forth in Schedule A nature described above for a period of six (6) years following the Transition Services Agreement shall supplement this obligation Closing Date unless the Seller gives the Buyer notice of its intention to deliverdestroy any such records and affords the Buyer a reasonable opportunity to take possession or make copies of any such records proposed to be destroyed.

Access After Closing. Buyer (a) On and after the Closing Date, Visteon will permit Seller afford promptly to the Company and its representatives agents reasonable access on reasonable notice access, during normal business hourshours and upon reasonable notice, to Visteon's and its Affiliates' books of account, financial and other records (including accountant's work papers), information, employees and auditors to the extent necessary or useful for a period of three (3) years following the Closing Date and for such longer period as may be required Company in connection with any pending third-party claim, inquiry, audit, investigation, dispute or threatened litigation or any other reasonable business purpose relating to the Business, the Contributed Assets and the Assumed Liabilities, or, subject to Section 10.06, to determine any matter relating to its rights and obligations hereunder; provided that any such access by the Company or its agents shall not unreasonably interfere with the conduct of the business of Visteon. The Company will hold, and will cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative proceeding with respect process or by other requirements of law, all confidential documents and information concerning Visteon provided to which Seller is indemnifying the Buyer Indemnified Parties it pursuant to this Section; provided that the Company shall be permitted to provide such information that it deems necessary to conduct discussions with potential acquirors of all or a part of the Business or all or part of the Contributed Real Property (and related Contributed Assets) provided that such potential acquiror enters into a confidentiality agreement (which confidentiality agreements shall provide Visteon with the right to enforce the confidentiality obligations of such potential acquirors thereunder) with the Company substantially comparable to the Confidentiality Agreement. (b) On and after the Closing Date, the Company will afford promptly to Visteon and its agents reasonable access, during normal business hours and upon reasonable notice, to the Company's properties, books of account, financial and other 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 accountant's work papers), information, employees and auditors to books and records relating to liabilities the extent necessary or useful 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 Visteon in connection with any pending third-party claim, inquiry, audit, investigation, dispute or threatened judicial litigation or administrative proceeding, any other reasonable business purpose relating to the books Business, the Contributed Assets and records of Seller and its Subsidiaries that are relevant to such proceedings the Assumed Liabilities 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 period ending on or before the Closing Date until six (6) months after Date, or, subject to Section 10.06, to determine any matter relating to its rights and obligations hereunder; provided that any such access by Visteon or its agents shall not unreasonably interfere with 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 confidential by Buyer and Seller pursuant to the terms and conditions conduct of the Release. As soon as practicable following the Closing Date, at Seller’s sole cost and expense, Buyer shall arrange for the delivery to Seller of the existing records and documents in the Company’s possession relating to Seller’s and its Subsidiaries’ (other than the Company’s) business and affairs, including, without limitation, files and records related to SEECO, Inc. and Southwestern Energy Production Company. In the event Buyer becomes aware (after the Closing) of Buyer’s possession of documents or records related to Seller's or its Subsidiaries’ (other than the Company’s) business and affairs before the Closing Date, Buyer will continue to comply with the foregoing. Similarly, as soon as practicable following the Closing Date, Seller shall arrange for the delivery to Buyer of the existing records and documents in the possession of Seller or any of its Subsidiaries relating solely to the Company’s business and affairs. In the event Seller becomes aware (after the Closing) of Seller’s possession of documents or records related to the Company’s business and affairs before the Closing Date, Seller will continue to comply with the foregoing. For seven (7) years after the Closing Date (or such longer period as may be required by applicable Law), Buyer shall have reasonable access to any other records relating to the Company Employees or Former Employees of the Company or the disclosure of which is required by Law or legal or regulatory process or subpoena, in the possession of Seller or any of its Subsidiaries to the extent that such access may reasonably be required in connection with the Company Employees or Former Employees of the Company, or other matters relating to or affected by the operation of the natural gas distribution business of the Company. The guidelines set forth Visteon will hold, and will cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in Schedule A confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the Transition Services Agreement shall supplement Company or the Business provided to it pursuant to this obligation to deliverSection.

Access After Closing. Buyer will permit After the Closing, upon reasonable written notice, Purchaser and Seller shall furnish or cause to be furnished to each other and its their respective accountants, counsel and other representatives reasonable access on reasonable notice access, during normal business hours, to such information (including records pertinent to the Business) and assistance relating to the Company as is reasonably necessary for operations, financial reporting and accounting matters, the preparation and filing of any returns, reports or forms, the defense of any tax claim or assessment, or any other reasonable purpose communicated in writing to the other party. In the case of Seller, such assistance shall include access to any and all documents, records, files and correspondence relating to the Business that are retained at Seller's corporate headquarters or in its off-site storage, and Seller will use reasonable efforts to maintain at its headquarters or in off-site storage for a period ending on the later of three (3i) seven years following after the Closing Date, or (ii) the date on which taxes may no longer be assessed, any such documents, records, files or correspondence that could be needed by Purchaser. In the case of Purchaser, such assistance shall include reasonably prompt written response to reasonable written inquiries of Seller related to such financial reporting, accounting and tax matters, cooperation in responding to audit reviews and reports made by taxing authorities to Seller regarding the Company, assisting Seller (including making its employees reasonably available), at Seller's expense, in defending any lawsuits or claims against the Seller with respect to Excluded Liabilities relating to the operation of the Company by Seller prior to the Closing Date and for such longer period as may be required and, at Seller's request, participation in connection with any pending or threatened judicial or administrative proceeding audits conducted with respect to which Seller is indemnifying the Buyer Indemnified Parties pursuant to this Agreement, to Seller. Purchaser shall retain the books and records of seller included in 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, Purchased Assets 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 later of (6i) months seven years 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 confidential by Buyer and Seller pursuant to the terms and conditions of the Release. As soon as practicable following the Closing Date, or (ii) the date on which taxes may no longer be assessed. After the end of such period, before disposing of any books or records, Purchaser shall give notice to such effect to Seller and Seller, within a reasonable time after the receipt of such notice, will notify Purchaser whether to destroy such documents or whether Seller will, at Seller’s sole 's cost and expense, Buyer shall arrange for the delivery to Seller remove and retain all or any part of the existing records and documents in the Company’s possession relating to Seller’s and its Subsidiaries’ (other than the Company’s) business and affairs, including, without limitation, files and records related to SEECO, Inc. and Southwestern Energy Production Company. In the event Buyer becomes aware (after the Closing) of Buyer’s possession of documents such books or records related to Seller's or its Subsidiaries’ (other than the Company’s) business and affairs before the Closing Date, Buyer will continue to comply with the foregoing. Similarly, as soon as practicable following the Closing Date, Seller shall arrange for the delivery to Buyer of the existing records and documents in the possession of Seller or any of its Subsidiaries relating solely to the Company’s business and affairs. In the event Seller becomes aware (after the Closing) of Seller’s possession of documents or records related to the Company’s business and affairs before the Closing Date, Seller will continue to comply with the foregoing. For seven (7) years after the Closing Date (or such longer period as may be required by applicable Law), Buyer shall have reasonable access to any other records relating to the Company Employees or Former Employees of the Company or the disclosure of which is required by Law or legal or regulatory process or subpoena, in the possession of Seller or any of its Subsidiaries to the extent that such access may reasonably be required in connection with the Company Employees or Former Employees of the Company, or other matters relating to or affected by the operation of the natural gas distribution business of the Company. The guidelines set forth in Schedule A of the Transition Services Agreement shall supplement this obligation to deliverselect.

Access After Closing. Buyer will permit After the Closing, upon reasonable written notice, -------------------- Purchaser and Seller shall furnish or cause to be furnished to each other and its their respective accountants, counsel and other representatives reasonable access on reasonable notice access, during normal business hours, to such information (including records pertinent to the Business) and assistance relating to the Business as is reasonably necessary for a period operations, financial reporting and accounting matters, the preparation and filing of any returns, reports or forms or the defense of any tax claim or assessment. In the case of Seller, such assistance shall include access to any and all documents, records, files and correspondence relating to the Business, and Seller will use reasonable efforts to maintain at their offices or in offsite storage for the lesser of seven (7) years from the date of such document, record, file or correspondence or three (3) years following after the Closing Date. In the case of Purchaser, such assistance shall include reasonably prompt written response to reasonable written inquiries of Seller related to such financial reporting, accounting and tax matters, cooperation in responding to audit reports made by taxing authorities to Seller regarding the Business, assisting Seller (including making its employees reasonably available at Seller's expense) in defending any lawsuits or claims against Seller with respect to Excluded Liabilities or relating to the operation of the Business by Seller prior to the Closing Date and, at Seller' request and for such longer period as may be required expense, participation in connection with any pending or threatened judicial or administrative proceeding audits conducted with respect to which Seller is indemnifying the Buyer Indemnified Parties pursuant Seller. Purchaser shall use reasonable efforts 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 retain 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 confidential by Buyer and Seller pursuant to the terms and conditions of the Release. As soon as practicable following the Closing Date, at Seller’s sole cost and expense, Buyer shall arrange for the delivery to Seller of the existing records and documents included in the Company’s possession relating to Seller’s and its Subsidiaries’ (other than the Company’s) business and affairs, including, without limitation, files and records related to SEECO, Inc. and Southwestern Energy Production Company. In the event Buyer becomes aware (after the Closing) Purchased Assets for a period of Buyer’s possession of documents or records related to Seller's or its Subsidiaries’ (other than the Company’s) business and affairs before the Closing Date, Buyer will continue to comply with the foregoing. Similarly, as soon as practicable following the Closing Date, Seller shall arrange for the delivery to Buyer of the existing records and documents in the possession of Seller or any of its Subsidiaries relating solely to the Company’s business and affairs. In the event Seller becomes aware (after the Closing) of Seller’s possession of documents or records related to the Company’s business and affairs before the Closing Date, Seller will continue to comply with the foregoing. For seven (7) years after the Closing Date (Closing. After the end of such respective retention period, before disposing of such books or such longer period records, Purchaser and Seller, as the case may be required by applicable Law)be, Buyer shall have use commercially reasonable access efforts to any other records relating give notice of the intended disposal to the Company Employees other party, and such notified party, within a reasonable time after the receipt of such notice, will notify the other party whether to destroy such documents or Former Employees of whether the Company or the disclosure of which is required by Law or legal or regulatory process or subpoenanotified party will, in the possession of Seller at its cost and expense, remove and retain all or any part of its Subsidiaries to the extent that such access books or records as it may reasonably be required in connection with the Company Employees or Former Employees of the Company, or other matters relating to or affected by the operation of the natural gas distribution business of the Company. The guidelines set forth in Schedule A of the Transition Services Agreement shall supplement this obligation to deliverselect.

Access After Closing. Buyer will permit Seller After the Closing, upon reasonable written notice, Purchaser and its Sellers shall furnish or cause to be furnished to each other and their respective accountants, counsel and other representatives reasonable access on reasonable notice access, during normal business hours, to such information (including records pertinent to the Business) and assistance relating to the Business as is reasonably necessary for a period operations, financial reporting and accounting matters, the preparation and filing of three any returns, reports or forms or the defense of any tax claim or assessment. In the case of Sellers, such assistance shall include access to any and all documents, records, files and correspondence relating to the Business, and Sellers will use reasonable efforts to maintain at their offices or in offsite storage for the longer of seven (37) years following from its date or two (2) years after the Closing Date any such documents, records, files and for correspondence that could be needed by Purchaser. In the case of Purchaser, such longer period as may be required assistance shall include reasonably prompt written response to reasonable written inquiries of Sellers or either of them related to such financial reporting, accounting and tax matters, cooperation in connection with responding to audit reports made by taxing authorities to Sellers regarding the Business, assisting Sellers (including making its employees reasonably available) in defending any pending lawsuits or threatened judicial or administrative proceeding claims against Sellers with respect to which Seller is indemnifying Excluded Liabilities or relating to the Buyer Indemnified Parties pursuant operation of the Business by Sellers prior to this Agreementthe Closing Date and, at Sellers' request and expense, participation in audits conducted with respect to Sellers. Purchaser shall use reasonable efforts to retain the books and records of Sellers included in 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, Purchased Assets 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 confidential by Buyer and Seller pursuant to the terms and conditions of the Release. As soon as practicable following the Closing Date, at Seller’s sole cost and expense, Buyer shall arrange for the delivery to Seller of the existing records and documents in the Company’s possession relating to Seller’s and its Subsidiaries’ (other than the Company’s) business and affairs, including, without limitation, files and records related to SEECO, Inc. and Southwestern Energy Production Company. In the event Buyer becomes aware (after the Closing) of Buyer’s possession of documents or records related to Seller's or its Subsidiaries’ (other than the Company’s) business and affairs before the Closing Date, Buyer will continue to comply with the foregoing. Similarly, as soon as practicable following the Closing Date, Seller shall arrange for the delivery to Buyer of the existing records and documents in the possession of Seller or any of its Subsidiaries relating solely to the Company’s business and affairs. In the event Seller becomes aware (after the Closing) of Seller’s possession of documents or records related to the Company’s business and affairs before the Closing Date, Seller will continue to comply with the foregoing. For seven (7) years after the Closing Date (Closing. After the end of such respective retention period, before disposing of such books or records, Purchaser and Sellers, as the case may be, shall use their best efforts to give notice to such longer period as may be required by applicable Law), Buyer shall have reasonable access to any other records relating effect to the Company Employees other party, and such parties, within a reasonable time after the receipt of such notice, will notify the others whether to destroy such documents or Former Employees of the Company or the disclosure of which is required by Law or legal or regulatory process or subpoenawhether it will, in the possession of Seller at its cost and expense, remove and retain all or any part of its Subsidiaries to the extent that such access books or records as it may reasonably be required in connection with the Company Employees or Former Employees of the Company, or other matters relating to or affected by the operation of the natural gas distribution business of the Company. The guidelines set forth in Schedule A of the Transition Services Agreement shall supplement this obligation to deliverselect.