Common use of Access to Records after Closing Clause in Contracts

Access to Records after Closing. (a) For a period of seven years after the Closing Date, Seller and its representatives shall have reasonable access to all of the books and records of each Company transferred to Buyer hereunder and relating to the operations of the Business prior to the Closing Date to the extent that such access may reasonably be required by Seller in connection with any tax reporting, investigation, audit, claim or assessment and any claims or inquiries from Governmental Bodies. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 13.5. If Buyer shall desire to dispose of any of such books and records prior to the expiration of such seven-year period, Buyer shall, prior to such disposition, give Seller a reasonable opportunity, at Seller’s expense, to segregate and remove such books and records as Seller may select. Notwithstanding the foregoing, neither Buyer nor any Company shall be required to violate any obligation of confidentiality, Court Order or Requirements of Law to which Buyer or such Company is subject or to waive any privilege which any of them may possess in discharging their obligations pursuant to this Section 13.5 (it being understood that Buyer shall cause each Company to take reasonable actions to eliminate any such impediments to providing such information).

Access to Records after Closing. (a) For a period of seven six years after the Closing Date, each Seller and his, her or its representatives respective Representatives shall have reasonable access access, subject to confidentiality obligations, to all of the books and records of each the Company transferred pertaining to Buyer hereunder and relating to the its activities or operations of the Business prior to the Closing Date to the extent that such access may reasonably be required by Seller the Sellers in connection with any tax reportinglegitimate Tax or other matter reasonably related to activities or operations of the Company prior to the Closing; provided, investigationthat nothing herein shall require any Party to disclose any information to the other if such disclosure would jeopardize any attorney-client or other legal privilege or contravene any legal requirement or would result in the disclosure of any trade secrets or other sensitive, audit, claim or assessment and any claims or inquiries from Governmental Bodiescompetitive information. Such access shall be afforded by Buyer the Company upon receipt of reasonable advance notice and during normal business hours. , and each Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 13.58.4. If Buyer or the Company shall desire to dispose of any of such books and records prior to the expiration of such sevensix-year period, Buyer or the Company shall, prior to such disposition, give Seller the Sellers’ Representative a reasonable opportunity, at Seller’s the Sellers’ expense, to segregate and remove such books and records as Seller the Sellers’ Representative may select. Notwithstanding the foregoing, neither Buyer nor any Company shall be required to violate any obligation of confidentiality, Court Order or Requirements of Law to which Buyer or such Company is subject or to waive any privilege which any of them may possess in discharging their obligations pursuant to this Section 13.5 (it being understood that Buyer shall cause each Company to take reasonable actions to eliminate any such impediments to providing such information)elect.

Access to Records after Closing. (a) For Subject to Section 8.4, for a period of seven six (6) years after the Closing Date, Seller Sellers and its their respective representatives shall have reasonable access to all of the books and records of each Company transferred to Buyer hereunder and relating to the operations of the Business prior to the Closing Date Acquired Companies to the extent that such access may reasonably be required by any such Seller in connection with any tax reportingmatter relating to or affected by the operations of the Acquired Companies on or prior to the Closing Date; provided, investigationhowever, auditthat Buyer shall not be required to violate any obligation of confidentiality to which Buyer or any Acquired Company is subject or to waive any privilege which any of them may possess in discharging its obligations pursuant to this Section 12.6; provided, claim or assessment further, however, that in any such case, Buyer shall, and shall cause any claims or inquiries from Governmental Bodiesapplicable Acquired Company to, reasonably cooperate with Sellers to seek an appropriate remedy to permit the access contemplated hereby. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours; provided, however, that each Seller acknowledges and agrees that such access shall not interfere unreasonably with the operations of the Acquired Companies or Buyer. Each Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 13.512.6. If Buyer or the Acquired Companies shall desire to dispose of any of such books and records prior to the expiration of such seven-year six (6)-year period, Buyer shall, prior to such disposition, give Seller Sellers a reasonable opportunity, at Seller’s Sellers’ expense, to segregate and remove such books and records as any Seller may select. Notwithstanding the foregoing, neither Buyer nor any Company shall be required to violate any obligation of confidentiality, Court Order or Requirements of Law to which Buyer or such Company is subject or to waive any privilege which any of them may possess in discharging their obligations pursuant to this Section 13.5 (it being understood that Buyer shall cause each Company to take reasonable actions to eliminate any such impediments to providing such information).

Access to Records after Closing. (a) For Subject to Section 11.2, for a period of seven six (6) years after the Closing Date, the Seller and its representatives shall have reasonable access to all of the books and records of each the Company transferred to Buyer hereunder and relating to the operations of the Business prior to the Closing Date to the extent that such access may reasonably be required by the Seller in connection with any tax reportingreasonable and bona fide business justification relating to or affected by the operations of the Company on or prior to the Closing Date; provided, investigationhowever, auditthat Buyer shall not be required to violate any obligation of confidentiality to which Buyer or the Company is subject or to waive any privilege, claim Order or assessment Requirements of Law which any of them may possess in discharging its obligations pursuant to this Section 11.6; provided further, that in any such case, Buyer shall, and any claims or inquiries from Governmental Bodiesshall cause the Company to, reasonably cooperate with the Seller to seek an appropriate remedy to permit the access contemplated hereby. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hourshours of the Company; provided, however, that the Seller acknowledges and agrees that such access shall not interfere unreasonably with the operations of the Company or Buyer. The Seller shall be solely responsible for any costs or expenses incurred by it Seller, Buyer, or the Company pursuant to this Section 13.511.6. If Buyer or the Company shall desire to dispose of any of such books and records prior to the expiration of such seven-year six (6)-year period, Buyer (or the Company) shall, prior to such disposition, give the Seller a reasonable opportunity, at the Seller’s expense, to segregate and remove such books and records as the Seller may select. Notwithstanding the foregoing, neither Buyer nor any Company all of which such books and records shall be required subject to violate any obligation of confidentiality, Court Order or Requirements of Law to which Buyer or such Company is subject or to waive any privilege which any of them may possess the confidentiality obligations set forth in discharging their obligations pursuant to this Section 13.5 (it being understood that Buyer shall cause each Company to take reasonable actions to eliminate any such impediments to providing such information8.9(d).

Access to Records after Closing. (a) For a period of seven three (3) years after the Closing Date, Seller and its representatives shall have reasonable access to all of the books and records of each Company Seller transferred to Buyer hereunder and to the extent that such access may reasonably be required in connection with matters relating to or affected by this Agreement or the operations of the Business Seller prior to the Closing Date. Seller and its representatives shall be afforded such access for a period of six (6) years after the Closing Date to the extent that such access may reasonably be required by Seller in connection with any tax reporting, investigation, audit, claim litigation or assessment similar matter beyond the sole control of Seller and any claims or inquiries from Governmental Bodiesits representatives. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 13.512.13. If Buyer shall desire to dispose of any of such books and records prior to the expiration of such sevensix-year period, Buyer shall, prior to such disposition, shall so notify Seller and shall give Seller the opportunity, for a reasonable opportunityperiod of forty-five (45) days after the date of such notice, at Seller’s 's expense, to segregate and remove such books and records as Seller may select. Notwithstanding the foregoing, neither Buyer nor any Company shall be required to violate any obligation of confidentiality, Court Order or Requirements of Law to which Buyer or such Company is subject or to waive any privilege which any of them may possess in discharging their obligations pursuant to this Section 13.5 (it being understood that Buyer shall cause each Company to take reasonable actions to eliminate any such impediments to providing such information).

Access to Records after Closing. (a) For a period of seven six years after the Closing Date, Seller and its representatives shall have reasonable access to all of the books and records of each the Company transferred to Buyer hereunder and relating Group pertaining to the operations of the Business Company Group or the Seller Group prior to the Closing Date (to the extent that such access may reasonably be required by books and records were delivered to Buyer (either directly or indirectly through Buyer’s acquisition of the Company Group Members) pursuant to this Agreement) for any reasonable business purpose, including in order for Seller in connection with any tax reportingto (i) defend an indemnified claim made pursuant to this Agreement, investigation, (ii) defend a Tax proceeding or Tax audit, claim (iii) respond to a written demand of a Governmental Body with jurisdiction over the Seller Group and (iv) comply with its reporting obligations under applicable securities laws; provided, however, that nothing in this Section 13.6(a) shall obligate Buyer or assessment and its Affiliates to provide any claims or inquiries from Governmental Bodiessuch access if providing such access would violate Requirements of Laws. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hourshours and with a view toward minimizing disruption of business. Seller shall be solely responsible for any costs or expenses incurred by it it, its representatives, Buyer or any Company Group Member pursuant to this Section 13.513.6(a). If Buyer or the Company Group shall desire to dispose of any of such books and records prior to the expiration of such sevensix-year period, Buyer shall, prior to such disposition, give Seller a reasonable opportunity, at Seller’s expense, to segregate and remove such books and records as Seller may select. Notwithstanding the foregoing, neither Buyer nor any Company shall be required to violate any obligation of confidentiality, Court Order or Requirements of Law to which Buyer or such Company is subject or to waive any privilege which any of them may possess in discharging their obligations pursuant to this Section 13.5 (it being understood that Buyer shall cause each Company to take reasonable actions to eliminate any such impediments to providing such information).