Common use of Access to Books and Records Following the Closing Clause in Contracts

Access to Books and Records Following the Closing. Following the Closing, FAAC shall permit the Members and their authorized representatives, during normal business hours and upon reasonable notice, to have reasonable access to, and examine and make copies of, all books and records of the Companies and/or FAAC that relate to transactions or events occurring prior to the Closing or transactions or events occurring subsequent to the Closing that are related to or arise out of transactions or events occurring prior to the Closing; provided, however, (a) that the Members and their representatives shall take such action as is deemed necessary in the reasonable judgment of FAAC and the Companies to schedule such access and visits through a designated officer of the Companies and in such a way as to avoid disrupting the normal business of FAAC and/or the Companies, (b) neither FAAC nor the Companies shall be required to take any action that would constitute a waiver of the attorney-client or other privilege and (c) neither FAAC nor the Companies need supply the Members, or their representatives, with any information which, in the reasonable judgment of FAAC or the Companies (as the case may be) is under a contractual or legal obligation not to supply, including, without limitation, as a result of any governmental or defense industrial security clearance requirement or program requirements of any Governmental Authority prohibiting certain persons from sharing information. FAAC agrees that it shall retain and shall cause the Companies to retain all such books and records for a period of seven years following the Closing, or for such longer period following the Closing as may be required by applicable Law.

Access to Books and Records Following the Closing. Following Except as otherwise provided in Section 6.12(f), following the Closing, FAAC Purchaser shall permit the Members ESOP and their authorized representativesits Representatives, during normal business hours and upon reasonable notice, to have reasonable access to, and examine and make copies of, all books and records of the Companies Company, its Subsidiary and/or FAAC that Purchaser which relate to transactions or events occurring prior to the Closing or transactions or events occurring subsequent to the Closing that are related to or arise out of transactions or events occurring prior to the ClosingClosing for Tax, accounting, legal defense or other legitimate purposes; provided, however, that: (ai) that the Members ESOP and their representatives its Representatives shall take such action as is deemed necessary in the reasonable judgment of FAAC Purchaser and the Companies Company to schedule such access and visits through a designated officer officers of the Companies Company and in such a way as to avoid disrupting the normal business of FAAC Purchaser and/or the Companies, Company; (bii) neither FAAC Purchaser nor the Companies Company shall be required to take any action that which would constitute a waiver of the attorney-client or other privilege privilege; and (ciii) neither FAAC Purchaser nor the Companies Company need supply the Members, or their representatives, ESOP with any information which, in the reasonable judgment of FAAC Purchaser or the Companies Company, Purchaser or the Company (as the case may be) is under a contractual or legal obligation not to supply, including, including without limitation, limitation as a result of any governmental or defense industrial security clearance requirement or program requirements of any Governmental Authority prohibiting certain persons Persons from sharing information; provided, however, that each of Purchaser and the Company will use its commercially reasonable efforts to enable the ESOP to receive such information. FAAC Purchaser agrees that it shall retain and shall cause the Companies Company and its Subsidiary to retain all such books and records for a period of seven years following the Closing, or for Company in accordance with such longer period following the Closing Company’s record retention policies as such policies may be required by applicable Lawin effect from time to time.

Access to Books and Records Following the Closing. Following the Closing, FAAC ICF shall permit the Members Shareholder, the Founders, and their authorized representatives, during normal business hours and upon reasonable notice, to have reasonable access to, and examine and make copies of, all books and records of Caliber, the Companies Acquired Subsidiaries and/or FAAC ICF that relate to transactions or events occurring prior to the Closing or transactions or events occurring subsequent to the Closing that are related to or arise out of transactions or events occurring prior to the Closing; provided, however, (a) that the Members Shareholder and the Founders, and their representatives shall take such action as is deemed necessary in the reasonable judgment of FAAC ICF and the Companies Caliber to schedule such access and visits through a designated officer of the Companies Caliber and in such a way as to avoid disrupting the normal business of FAAC ICF and/or the CompaniesCaliber, (b) neither FAAC ICF nor the Companies Caliber shall be required to take any action that would constitute a waiver of the attorney-client or other privilege and (c) neither FAAC ICF nor the Companies Caliber need supply the MembersShareholder, the Founders, or their representatives, representatives with any information which, in the reasonable judgment of FAAC ICF or the Companies Caliber, ICF or Caliber (as the case may be) is under a contractual or legal obligation not to supply, including, without limitation, as a result of any governmental or defense industrial security clearance requirement or program requirements of any Governmental Authority prohibiting certain persons from sharing information. FAAC ICF agrees that it shall retain and shall cause the Companies Caliber to retain all such books and records for a period of seven years following the Closing, or for such longer period following the Closing as may be required by applicable Law.

Access to Books and Records Following the Closing. Following the Closing, FAAC Deltek shall permit the Members Shareholders and their authorized representatives, during normal business hours and upon reasonable notice, to have reasonable access to, and examine and make copies of, all books and records of the Companies and/or FAAC that Deltek which relate to transactions or events occurring prior to the Closing or transactions or events occurring subsequent to the Closing that which are related to or arise out of transactions or events occurring prior to the Closing; provided, however, (a) that the Members Shareholders and their representatives shall take such action as is deemed necessary in the reasonable judgment of FAAC and the Companies Deltek to schedule such access and visits through a designated officer of the Companies Deltek and in such a way as to avoid disrupting the normal business of FAAC and/or the CompaniesDeltek, (b) neither FAAC nor the Companies Deltek shall not be required to take any action that which would constitute a waiver of the attorney-client or other privilege and (c) neither FAAC nor the Companies Deltek need not supply the Members, or their representatives, Shareholders with any information which, in the reasonable judgment of FAAC or the Companies (as the case may be) Deltek, Deltek is under a contractual or legal obligation not to supply, including, without limitation, as a result of any governmental or defense industrial security clearance requirement or program requirements of any Governmental Authority prohibiting certain persons from sharing information. FAAC agrees that it Deltek shall retain and shall cause the Companies to retain all such books and records for a period of seven years following the Closing, or for such longer period following the Closing as may be required by applicable Law; provided that, during such period, Deltek may destroy or cause or permit to be destroyed any books or records so long as, at least thirty (30) days prior to such destruction, it provides to the Shareholders’ Representative notice of such intent and a reasonable opportunity for the Shareholders’ Representative to copy such books or records.

Access to Books and Records Following the Closing. Following the Closing, FAAC Buyer shall permit the Members Seller and their authorized representativesrepresentatives (for bona fide business purposes and subject to execution of a confidentiality agreement reasonably satisfactory in form and substance to Buyer), during normal business hours and upon reasonable notice, to have reasonable access to, and examine and make copies of, all books and records of the Companies and/or FAAC that Company which relate to transactions or events occurring prior to the Closing or transactions or events occurring subsequent to the Closing that which are related to or arise out of transactions or events occurring prior to the Closing; provided, however, (a) that the Members Seller and their representatives shall take such action as is deemed necessary in the reasonable judgment of FAAC Buyer and the Companies Company to schedule such access and visits through a designated officer of the Companies Company and in such a way as to avoid disrupting the normal business of FAAC and/or the CompaniesCompany, (b) neither FAAC nor the Companies Company shall not be required to take any action that which would constitute a waiver of the attorney-client or other privilege and (c) neither FAAC nor the Companies Company need not supply the Members, or their representatives, Seller with any information which, in the reasonable judgment of FAAC Buyer or the Companies (as Company, the case may be) Company is under a contractual or legal obligation not to supply, including, without limitation, as a result of any governmental or defense industrial security clearance requirement or program requirements of any Governmental Authority prohibiting certain persons from sharing information. FAAC Buyer agrees that it shall retain and shall cause the Companies to retain all such books and records for a period of seven (7) years following the Closing, or for such longer period following the Closing as may be required by applicable Lawlaw.

Access to Books and Records Following the Closing. Following the Closing, FAAC FSAC shall permit the Members Shareholders and their authorized representatives, during normal business hours and upon reasonable notice, to have reasonable access to, and examine and make copies of, all books and records of ATS, the Companies Acquired Subsidiaries and/or FAAC FSAC that relate to transactions or events occurring prior to the Closing or transactions or events occurring subsequent to the Closing that are related to or arise out of transactions or events occurring prior to the Closing; provided, however, (a) that the Members Shareholders and their representatives shall take such action as is deemed necessary in the reasonable judgment of FAAC FSAC and the Companies ATS to schedule such access and visits through a designated officer of the Companies ATS and in such a way as to avoid disrupting the normal business of FAAC FSAC and/or the CompaniesATS, (b) neither FAAC FSAC nor the Companies ATS shall be required to take any action that would constitute a waiver of the attorney-client or other privilege and (c) neither FAAC FSAC nor the Companies ATS need supply the MembersShareholders, or their representatives, with any information which, in the reasonable judgment of FAAC FSAC or the Companies ATS, FSAC or ATS (as the case may be) is under a contractual or legal obligation not to supply, including, without limitation, as a result of any governmental or defense industrial security clearance requirement or program requirements of any Governmental Authority prohibiting certain persons from sharing information. FAAC FSAC agrees that it shall retain and shall cause the Companies ATS to retain all such books and records for a period of seven years following the Closing, or for such longer period following the Closing as may be required by applicable Law.

Access to Books and Records Following the Closing. Following the Closing, FAAC ICF shall permit the Members Shareholders’ Representative and the Shareholders and their authorized representatives, during normal business hours and upon reasonable notice, to have reasonable access to, and examine and make copies of, all books and records of Synergy, the Companies Acquired Subsidiaries and/or FAAC ICF that relate to transactions or events occurring prior to the Closing or transactions or events occurring subsequent to the Closing that are related to or arise out of transactions or events occurring prior to the Closing; provided, however, that (a) that the Members Shareholders’ Representative and the Shareholders and their representatives shall take such action as is deemed necessary in the reasonable judgment of FAAC ICF, Synergy and the Companies Acquired Subsidiaries to schedule such access and visits through a designated officer of the Companies ICF and in such a way as to avoid disrupting the normal business of FAAC and/or ICF, Synergy or any of the CompaniesAcquired Subsidiaries, (b) neither FAAC nor ICF, Synergy or any of the Companies Acquired Subsidiaries shall be required to take any action that in the reasonable opinion of outside counsel would constitute a waiver of the attorney-client or other privilege and (c) neither FAAC nor the Companies need supply the Members, or their representatives, with any information which, in the reasonable judgment of FAAC or the Companies (as the case may be) is under that would violate a contractual or legal obligation not to supply, including, without limitation, as a result of any governmental or defense industrial security clearance requirement or program requirements of any Governmental Authority prohibiting certain persons from sharing information. FAAC ICF agrees that it shall retain and shall cause Synergy and the Companies Acquired Subsidiaries to retain all such books and records for a period of seven three (3) years following the Closing, or for such longer period following the Closing as may be required by applicable Law.