Common use of Access After the Closing Clause in Contracts

Access After the Closing. Parent shall cause the Surviving Corporation or any of its respective Affiliates or for any other purpose, for the five-year period commencing on the Closing Date, the Company (or its successor) will provide the Stakeholder Representative and its authorized representatives access (including the right to make photocopies) to all books and records of the Company and its Subsidiaries (or their successors) and other written information with respect to the Company and its Subsidiaries (or their successors) as the Stakeholder Representative or ICG Group and its Subsidiaries (or their successors), respectively, provided that the Stakeholder Representative, on the one hand, and Parent, the Surviving Corporation or any of their Subsidiaries, on the other hand, are not engaged in litigation or any other dispute resolution process (including any claim for indemnification hereunder) and there does not exist any threatened or pending claim (whether written or oral) between the Parties with respect to the transactions contemplated by this Agreement. ICG Group shall, and shall cause its Subsidiaries to provide the Surviving Corporation, Parent and their authorized representatives access (including the right to make photocopies) to all books and records of ICG Group and its Subsidiaries (or their successors), Parent and the Surviving Corporation may from time to time request for any legitimate business purpose or to comply with regulatory requirements. The Company and ICG Group shall use commercially reasonable efforts to preserve and keep all material books and records of or relating to the Company and its Subsidiaries relating to the period prior to the Closing for a period of at least five (5) years from the Closing Date. Notwithstanding anything herein to the contrary, no such access shall be permitted to the extent that it (x) would require any party to disclose information subject to attorney-client or similar privilege, (y) would cause significant competitive harm to any party or (z) would be in violation of applicable Laws or the provisions of any agreement to which such party is a party.

Access After the Closing. Parent shall cause For the Surviving Corporation or any of its respective Affiliates or for any other purpose, for the five-six (6) year period commencing on the Closing Date, Holdings, the Company (or its successor) and their successors will provide the Stakeholder Representative and its authorized representatives Representatives access (including the right to make photocopies) to all books and records of Holdings and the Company and its Subsidiaries Acquired Companies (or their successors) and other written information with respect to periods or occurrences prior to or on the Company and its Subsidiaries (or their successors) Closing Date as the Stakeholder Representative may from time to time reasonably request for a legitimate business purpose (which shall not, for the avoidance of doubt, include claims between Purchaser, the Acquired Companies, Holdings, or ICG Group and its any of their Subsidiaries (or their successors), respectively, provided that the Stakeholder RepresentativeAffiliates, on the one hand, and ParentSeller, any other Holder, the Surviving Corporation Stakeholder Representative, or any of their Subsidiariesrespective Affiliates, on the other hand); provided, are not engaged in litigation that none of Purchaser, Holdings, or any other dispute resolution process (including Acquired Company shall be obligated to disclose any claim for indemnification hereunder) and there does not exist information the disclosure of which is prohibited by Contract or applicable Law or Order or would, based on the advice of counsel, compromise any threatened or pending claim (whether written or oral) between the Parties with respect to the transactions contemplated by this Agreement. ICG Group shall, and shall cause its Subsidiaries to provide the Surviving Corporation, Parent and their authorized representatives access applicable privilege (including the right to make photocopies) to all books and records of ICG Group and its Subsidiaries (or their successorsattorney-client privilege); provided, Parent and that the Surviving Corporation may from time to time request for any legitimate business purpose or to comply with regulatory requirements. The Company and ICG Group shall use commercially reasonable efforts to cooperate to permit such disclosure in a manner consistent with the preservation of such privilege. Holdings and the Company shall, and shall cause the Acquired Companies to, preserve and keep all material books and records of or relating to Holdings and the Company and its Subsidiaries Acquired Companies relating to the period prior to the Closing for a period of at least five six (56) years from the Closing Date. Notwithstanding anything herein The obligations of Holdings and the Company under this Section 8.4(b) shall not be terminated or modified in such a manner as to adversely affect any Holder without the contrary, no express written consent of such access affected Holder (it being expressly agreed that the Holders shall be permitted to the extent that it (x) would require any third-party to disclose information subject to attorney-client or similar privilege, (y) would cause significant competitive harm to any party or (z) would be in violation beneficiaries of applicable Laws or the provisions of any agreement to which such party is a partythis Section 8.4(b)).

Access After the Closing. Parent shall cause In order to facilitate the Surviving Corporation resolution of any claims made against or incurred by the Holders, the Company or any of its their respective Affiliates affiliates or for any other purpose, for the five-year five (5)-year period commencing on the Closing Date, the Company (or its successor) will provide the Stakeholder Representative and its authorized representatives access (including the right to make photocopies) to all books and records of the Company and its Subsidiaries (or their successors) and other written information with respect to the Company and its Subsidiaries (or their successors) as the Stakeholder Representative or ICG Group and its Subsidiaries (or their successors), respectively, provided that the Stakeholder Representative, on the one hand, and Parent, the Surviving Corporation or any of their Subsidiaries, on the other hand, are not engaged in litigation or any other dispute resolution process (including any claim for indemnification hereunder) and there does not exist any threatened or pending claim (whether written or oral) between the Parties with respect to the transactions contemplated by this Agreement. ICG Group shall, and shall cause its Subsidiaries to provide the Surviving Corporation, Parent and their authorized representatives access (including the right to make photocopies) to all books and records of ICG Group and its Subsidiaries (or their successors), Parent and the Surviving Corporation may from time to time request for any legitimate business purpose or to comply with regulatory requirementsrequest. The Company and ICG Group shall use commercially reasonable efforts to preserve and keep all material books and records of or relating to the Company and its Subsidiaries relating to the period prior to the Closing for a period of at least five (5) years from the Closing Date. Notwithstanding anything herein to the contrary, (i) no such access shall be permitted to the extent that it (x) would require any party Acquired Company to disclose information that is classified, subject to attorney-client or similar privilege (if such disclosure would waive such privilege, (y) would cause significant competitive harm to any party or (z) would be in violation of applicable Laws or for which disclosure is prohibited by the provisions terms of any agreement Contract or Law. The obligations of the Company under this Section 6.4(b) shall not be terminated or modified in such a manner as to which adversely affect any Holder without the express written consent of such affected Holder (it being expressly agreed that the Holders shall be third-party is a partybeneficiaries of this Section 6.4(b)). The Company may, as it deems advisable and necessary, designate any sensitive materials provided to the Stakeholder Representative and its authorized representatives under this Section 6.4(b) as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the Stakeholder Representative and its representatives and will not be disclosed by such outside counsel to employees, officers, or directors of the Stakeholder Representative without the advance written consent of the Company.