Common use of Access to Records after Closing Clause in Contracts

Access to Records after Closing. For a period of six years after the Closing Date, Parent and Seller, and their representatives shall have reasonable access to all of the books and records of Seller transferred to Buyer hereunder to the extent that such access may reasonably be required by Parent or Seller in connection with matters relating to or affected by the operations of Seller prior to the Closing Date. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Parent and Seller shall be solely responsible for any costs or expenses incurred by them pursuant to this Section 11.6. If Buyer shall desire to dispose of any of such books and records prior to the expiration of such six-year period, Buyer shall, prior to such disposition, give Parent and Seller a reasonable opportunity, at their expense, to segregate and remove such books and records as they may select. For a period of six years after the Closing Date, Buyer Parent, Buyer and their representatives shall have reasonable access to all of the books and records relating to the Business which Parent or Seller may retain after the Closing Date (including any corporate books and stock transfer books of Seller) to the extent such access may reasonably be required by Buyer Parent or Buyer in connection with matters relating to or affected by the operations of Seller prior to the Closing Date. Such access shall be afforded by Parent or Seller upon receipt of reasonable advance notice and during normal business hours. Buyer Parent and Buyer shall be solely responsible for any costs and expenses incurred by them pursuant to this Section 11.6. If Parent or Seller shall desire to dispose of any of such books and records prior to the expiration of such six-year period, it shall, prior to such disposition, give Buyer Parent and Buyer a reasonable opportunity, at their expense, to segregate and remove such books and records as they may select.

Access to Records after Closing. For a period of six years after the Closing Date, Parent Seller and Seller, and their its representatives shall have reasonable access to all of the books and records of Seller transferred to Buyer hereunder to the extent that such access may reasonably be required by Parent or Seller in connection with matters relating to or affected by the operations of Seller prior to the Closing Date. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Parent and Seller shall be solely responsible for any costs or expenses incurred by them it pursuant to this Section 11.69.6. If Buyer shall desire to dispose of any of such books and records prior to the expiration of such six-year period, Buyer shall, prior to such disposition, give Parent and Seller a reasonable opportunity, at their Seller's expense, to segregate and remove such books and records as they Seller may select. For a period of six years after the Closing Date, Buyer Parent, Buyer and their its representatives shall have reasonable access to all of the books and records relating to the Business which Parent Parent, Seller or Seller any Shareholder or any of its Affiliates may retain after the Closing Date (including any corporate books and stock transfer books of Seller) to the extent such access may reasonably be required by Buyer Parent or Buyer in connection with matters relating to or affected by the operations of Seller prior to the Closing Date. Such access shall be afforded by Parent Parent, Seller or Seller any Shareholder and its Affiliates upon receipt of reasonable advance notice and during normal business hours. Buyer Parent and Buyer shall be solely responsible for any costs and expenses incurred by them it pursuant to this Section 11.69.6. If Parent Parent, Seller or Seller any Shareholder or any of its Affiliates shall desire to dispose of any of such books and records prior to the expiration of such six-year period, it Parent, Seller or such Shareholder shall, prior to such disposition, give Buyer Parent and Buyer a reasonable opportunity, at their Buyer's expense, to segregate and remove such books and records as they Buyer may select.

Access to Records after Closing. For a period of six years after the Closing Date, Parent and Seller, and their its representatives shall have reasonable access to all of the books and records of Seller the Business transferred to Buyer hereunder to the extent that such access may reasonably be required by Parent or Seller in connection with matters relating to or affected by the operations of Seller the Business prior to the Closing DateDate or in connection with Parent's 1999 audit. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Parent and Seller shall be solely responsible for any costs or expenses incurred by them it pursuant to this Section 11.613.6. If Buyer shall desire to dispose of any of such books and records prior to the expiration of such six-year period, Buyer shall, prior to such disposition, give Parent and Seller a reasonable opportunity, at their Parent's expense, to segregate and remove such books and records as they Parent may select. For a period of six years after the Closing Date, Buyer Parent, Buyer and their its representatives shall have reasonable access to all of the books and records relating to the Business which Parent or Seller any of its Affiliates may retain after the Closing Date (including any corporate books and stock transfer books of Seller) to the extent such access may reasonably be required by Buyer Parent or Buyer in connection with matters relating to or affected by the operations of Seller prior to the Closing Date. Such access shall be afforded by Parent or Seller and its Affiliates upon receipt of reasonable advance notice and during normal business hours. Buyer Parent and Buyer shall be solely responsible for any costs and expenses incurred by them it pursuant to this Section 11.613.6. If Parent or Seller any of its Affiliates shall desire to dispose of any of such books and records prior to the expiration of such six-year period, it Parent shall, prior to such disposition, give Buyer Parent and Buyer a reasonable opportunity, at their Buyer's expense, to segregate and remove such books and records as they Buyer may select.

Access to Records after Closing. For a period of six years 12 months after the Closing Date, Parent Seller and Seller, and their its representatives shall have reasonable access to all of the books and records of Seller Buyer related to the Purchased Assets and Business transferred to Buyer hereunder to the extent that such access may reasonably be required by Parent or Seller in connection with matters relating to or affected by the operations of Seller the Purchased Assets or Business prior to the Closing Date. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Parent and Seller shall be solely responsible for any costs or expenses incurred by them it pursuant to this Section 11.613.6. If Buyer shall desire to dispose of any of such books and records prior to the expiration of such six-year 12 month period, Buyer shall, prior to Table of Contents such disposition, give Parent and Seller a reasonable opportunity, at their Seller’s expense, to segregate and remove such books and records as they Seller may select. For a period of six years after After the Closing Date, Buyer Parent, Buyer and their its representatives shall have reasonable access to all of the books and records relating to the Business which Parent Seller or Seller any of its Affiliates may retain after the Closing Date (including any corporate for such period as Thai law shall require Seller to retain such books and stock transfer books of Seller) to the extent such access may reasonably be required by Buyer Parent or Buyer in connection with matters relating to or affected by the operations of Seller prior to the Closing Daterecords. Such access shall be afforded by Parent or Seller and its Affiliates upon receipt of reasonable advance notice and during normal business hours. Buyer Parent and Buyer shall be solely responsible for any costs and expenses incurred by them it pursuant to this Section 11.613.6. If Parent Seller or Seller any of its Affiliates shall desire to dispose of any of such books and records prior to the expiration of such six-year period, it Seller shall, prior to such disposition, give Buyer Parent and Buyer a reasonable opportunity, at their Buyer’s expense, to segregate and remove such books and records as they Buyer may select.

Access to Records after Closing. For a period of six seven years after the Closing Date, Parent Sellers and Seller, and their its representatives shall have reasonable access to all of the books and records of Seller Sellers transferred to Buyer hereunder to the extent that such access may reasonably be required by Parent or Seller Sellers in connection with matters relating to or affected by the operations of Seller Sellers prior to the Closing Date. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Parent and Seller Sellers shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 9.7. If Buyer shall desire to dispose of any of such books and records prior to the expiration of such seven (7) year period, Buyer shall, prior to such disposition, give Sellers a reasonable opportunity, at Sellers’ expense, to segregate and remove such books and records as Sellers may select. For a period of seven years after the Closing Date, Buyer and CNU and their representatives shall have reasonable access to all of the books and records relating to the Business which Sellers or any of their Affiliates may retain after the Closing Date. Such access shall be afforded by Sellers and their Affiliates upon receipt of reasonable advance notice and during normal business hours. Buyer and CNU shall be solely responsible for any costs and expenses incurred by them pursuant to this Section 11.69.7. If Buyer Sellers or any of their Affiliates shall desire to dispose of any of such books and records prior to the expiration of such six-year period, Buyer Seller shall, prior to such disposition, give Parent Buyer and Seller CNU a reasonable opportunity, at their Buyer’s expense, to segregate and remove such books and records as they may select. For a period of six years after the Closing Date, Buyer Parent, Buyer and their representatives shall have reasonable access to all of the books and records relating to the Business which Parent or Seller may retain after the Closing Date (including any corporate books and stock transfer books of Seller) to the extent such access may reasonably be required by Buyer Parent or Buyer in connection with matters relating to or affected by the operations of Seller prior to the Closing Date. Such access shall be afforded by Parent or Seller upon receipt of reasonable advance notice and during normal business hours. Buyer Parent and Buyer shall be solely responsible for any costs and expenses incurred by them pursuant to this Section 11.6. If Parent or Seller shall desire to dispose of any of such books and records prior to the expiration of such six-year period, it shall, prior to such disposition, give Buyer Parent and Buyer a reasonable opportunity, at their expense, to segregate and remove such books and records as they CNU may select.

Access to Records after Closing. (a) For a period of six years after the Closing Date, Parent and SellerQuixote, DMI and their representatives shall have reasonable access to all of the books and records of Seller the Business transferred to Buyer Cinram hereunder to the extent that such access may reasonably be required by Parent Quixote or Seller DMI in connection with matters relating to or affected by the operations of Seller the Business prior to the Closing Date. Such access shall be afforded by Buyer Cinram upon receipt of reasonable advance notice and during normal business hours. Parent and Seller Except as otherwise expressly provided in Section 8.6, Quixote shall be solely responsible for any all costs or expenses incurred by them pursuant to this Section 11.613.6(a). If Buyer Cinram shall desire to dispose of any of such books and records prior to the expiration of such six-year period, Buyer Cinram shall, prior to such disposition, give Parent and Seller Quixote a reasonable opportunity, at their Quixote's expense, to segregate and remove such books and records as they Quixote may select. (b) For a period of six years after the Closing Date, Buyer Parent, Buyer Cinram and their representatives shall have reasonable access to all of the books and records relating to the Business which Parent Quixote, DMI or Seller any of their Affiliates may retain after the Closing Date (including any corporate books and stock transfer books of Seller) to the extent such access may reasonably be required by Buyer Parent or Buyer in connection with matters relating to or affected by the operations of Seller prior to the Closing Date. Such access shall be afforded by Parent or Seller Quixote, DMI and their Affiliates upon receipt of reasonable advance notice and during normal business hours. Buyer Parent and Buyer shall be solely responsible for any all costs and expenses incurred by them pursuant to this Section 11.613.6(b). If Parent Quixote, DMI or Seller any of their Affiliates shall desire to dispose of any of such books and records prior to the expiration of such six-year period, it Quixote shall, prior to such disposition, give Buyer Parent and Buyer a reasonable opportunity, at their Parent's expense, to segregate and remove such books and records as they Parent may select.. A-50

Access to Records after Closing. For a period of six years 12 months after the Closing Date, Parent Seller and Seller, and their its representatives shall have reasonable access to all of the books and records of Seller Buyer related to the Purchased Assets and Business transferred to Buyer hereunder to the extent that such access may reasonably be required by Parent or Seller in connection with matters relating to or affected by the operations of Seller the Purchased Assets or Business prior to the Closing Date. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Parent and Seller shall be solely responsible for any costs or expenses incurred by them it pursuant to this Section 11.613.6. If Buyer shall desire to dispose of any of such books and records prior to the expiration of such six-year 12 month period, Buyer shall, prior to such disposition, give Parent and Seller a reasonable opportunity, at their Seller’s expense, to segregate and remove such books and records as they Seller may select. For a period of six years after 44 After the Closing Date, Buyer Parent, Buyer and their its representatives shall have reasonable access to all of the books and records relating to the Business which Parent Seller or Seller any of its Affiliates may retain after the Closing Date (including any corporate for such period as Thai law shall require Seller to retain such books and stock transfer books of Seller) to the extent such access may reasonably be required by Buyer Parent or Buyer in connection with matters relating to or affected by the operations of Seller prior to the Closing Daterecords. Such access shall be afforded by Parent or Seller and its Affiliates upon receipt of reasonable advance notice and during normal business hours. Buyer Parent and Buyer shall be solely responsible for any costs and expenses incurred by them it pursuant to this Section 11.613.6. If Parent Seller or Seller any of its Affiliates shall desire to dispose of any of such books and records prior to the expiration of such six-year period, it Seller shall, prior to such disposition, give Buyer Parent and Buyer a reasonable opportunity, at their Buyer’s expense, to segregate and remove such books and records as they Buyer may select.

Access to Records after Closing. For a period of six years after ------------------------------- the Closing Date, Parent and Seller, Parent and their representatives shall have reasonable access to all of the books and records of Seller the Division transferred to Buyer hereunder to the extent that such access may reasonably be required by Seller or Parent or Seller in connection with matters relating to or affected by the operations of Seller the Division prior to the Closing Date. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Seller and Parent and Seller shall be solely responsible for any costs or expenses incurred by them it pursuant to this Section 11.67.10. If Buyer shall desire to dispose of any of ------------ such books and records prior to the expiration of such six-year period, Buyer shall, prior to such disposition, give Seller and Parent and Seller a reasonable opportunity, at their Seller's and Parent's expense, to segregate and remove such books and records as they Seller may select. For a period of six years after the Closing Date, Buyer Parent, Buyer and their its representatives shall have reasonable access to all of the books and records relating to the Business Division which Parent Seller or Seller any of its Affiliates may retain after the Closing Date (including any corporate books and stock transfer books of Seller) to the extent such access may reasonably be required by Buyer Parent or Buyer in connection with matters relating to or affected by the operations of Seller prior to the Closing Date. Such access shall be afforded by Parent or Seller and its Affiliates upon receipt of reasonable advance notice and during normal business hours. Buyer Parent and Buyer shall be solely responsible for any costs and expenses incurred by them it pursuant to this Section 11.67.10. If Parent Seller or Seller any of its Affiliates shall desire ------------ to dispose of any of such books and records prior to the expiration of such six-six- year period, it Seller shall, prior to such disposition, give Buyer Parent and Buyer a reasonable opportunity, at their Buyer's expense, to segregate and remove such books and records as they Buyer may select.