Common use of Access to Records after Closing Clause in Contracts

Access to Records after Closing. For a period of six (6) years after the Closing Date, Seller and its representatives, on the one hand, and Buyer and its Affiliates on the other hand, shall have reasonable access to all of the books and records of the Company and the Subsidiaries in the possession of the other party (including those books and records of the Company primarily related to the Retained Assets and the Retained Liabilities to the extent such retained books and records relate to any of the theatres, properties, assets or Liabilities transferred to Buyer at Closing) to the extent that such access may reasonably be required by Seller or Buyer, as applicable, including in connection with any Proceeding before any Governmental Body or with respect to Taxes, in each case to the extent related to the operations of the Company and the Subsidiaries on or prior to the Closing Date. Such access shall be afforded by Buyer or Seller, as applicable, upon receipt of reasonable advance notice and during normal business hours. Buyer or Seller, as applicable, shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 12.5. If Seller, on the one hand, or Buyer or the Company on the other hand, shall desire to dispose of any of such books and records prior to the expiration of such 6-year period, such party shall, prior to such disposition, give the other party a reasonable opportunity, at such other party's expense, to segregate and remove such books and records as such other party may select.

Access to Records after Closing. For a period of six (6) years after the Closing Date, Seller and its representatives, on the one hand, and Buyer and its Affiliates on the other hand, shall have reasonable access to all of the books and records of the Company and the Subsidiaries in the possession of the other party (including those books and records of the Company primarily related to the Retained Assets and the Retained Liabilities to the extent such retained books and records relate to any of the theatres, properties, assets or Liabilities transferred to Buyer at Closing) to the extent that such access may reasonably be required by Seller or Buyer, as applicable, including in connection with any Proceeding before any Governmental Body or with respect to Taxes, in each case to the extent related to the operations of the Company and the Subsidiaries on or prior to the Closing Date. Such access shall be afforded by Buyer or Seller, as applicable, upon receipt of reasonable advance notice and during normal business hours. Buyer or Seller, as applicable, shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 12.5. If Seller, on the one hand, or Buyer or the Company on the other hand, shall desire to dispose of any of such books and records prior to the expiration of such 6-year period, such party shall, prior to such disposition, give the other party a reasonable opportunity, at such other party's ’s expense, to segregate and remove such books and records as such other party may select.

Access to Records after Closing. (a) For a period of six (6) years after the Closing Date, the Buyer shall use reasonable best efforts to make available and provide reasonable access to the Seller and its representatives, on the one hand, and Buyer and its Affiliates on the other hand, shall have reasonable access Representatives to all of the books and records of the Company and the Subsidiaries in the possession of the other party Business (including those books and records of the Company primarily related or copies or extracts thereof) transferred to the Retained Assets and Buyer hereunder with respect to periods or portions of periods ending on or before the Retained Liabilities to the extent such retained books and records relate to any of the theatres, properties, assets or Liabilities transferred to Buyer at Closing) Closing Date solely to the extent that such access may reasonably be required by the Seller or Buyer, as applicable, including in connection with any Proceeding before any Governmental Body matters relating to or with respect to Taxes, in each case to the extent related to affected by the operations of the Company and the Subsidiaries on or Business prior to the Closing Date, or solely in connection with the Seller’s Bankruptcy Case, including any adversary proceedings filed or to be filed in the Seller’s Bankruptcy Case; provided that such access shall not unreasonably disturb the operation of the Buyer’s business. Such access shall be afforded by the Buyer or Seller, as applicable, upon receipt of reasonable advance notice and during normal business hours. Buyer or Seller, as applicable, The Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 12.511.7(a). If Seller, on the one hand, or Buyer or the Company on the other hand, shall desire desires to dispose of any of such books and records prior to the expiration of such six (6-) year period, such party it shall, prior to such disposition, give the other party Seller a reasonable opportunity, at such other party's the Seller’s expense, to segregate and remove such books and records as such other party the Seller may select.

Access to Records after Closing. For a period of six (6) five years after the Closing Date, Buyer shall cause the Company to provide Seller (or, if applicable, a Person designated by Seller in a notice to Buyer in accordance with Section 12.6 (“Seller Designee”)) and each of its representatives, on the one hand, and Buyer and its Affiliates on the other hand, shall have authorized Representatives with reasonable access to all of the books and records of the Company and the its Subsidiaries in the possession of the other party (including those books and records of the Company primarily related to the Retained Assets and the Retained Liabilities to the extent such retained books and records relate to any of the theatres, properties, assets or Liabilities transferred to Buyer at Closing) to the extent that such access may reasonably be required by Seller or Buyer, as applicable, including such parties in connection with any Proceeding before any Governmental Body matters relating to or with respect to Taxes, in each case to the extent related to affected by the operations of the Company and the Subsidiaries on or prior to the Closing Date. Such access shall be afforded by Buyer or Seller, as applicable, the Company upon receipt of reasonable advance notice and during normal business hours. Buyer or ; provided, however, that Seller, as applicable, any Seller Designee or any of Seller’s its Representatives shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 12.5not unreasonably disrupt the personnel and operations of the Company and its Subsidiaries. If Seller, on the one hand, or Buyer or the Company on the other hand, or any of its Subsidiaries shall desire to dispose of any of such books and records prior to the expiration of such 6five-year period, such party the Company shall, prior to such disposition, notify Seller and give the other party Seller (or, if applicable, Seller Designee) and its authorized Representatives a reasonable opportunity, at such other party's Seller’s or Seller Designee’s expense, to segregate and remove such books and records as such other party parties may selectselect at the sole cost and expense of Seller.