Access to Records After the Closing. The Sellers and the Buyer recognize that subsequent to the Closing they may have information and documents which relate to the Companies, the Resorts, their employees, their properties and Taxes that relate to the period prior to Closing and to which the other party may need access subsequent to the Closing. Each such party shall provide the other party and their Representatives commercially reasonable access, during normal business hours on reasonable notice (and at such other times as such other party reasonably requests) and under reasonable circumstances, to all such information and documents, and to furnish copies thereof, which such other party reasonably requests. The Buyer and the Sellers agree that prior to the destruction or disposition of any such books or records pertaining to the Companies at any time within three (3) years after the Closing Date (or, in any matter involving Taxes, within seven (7) years after the Closing Date), each such party shall provide not less than thirty (30) calendar days prior written notice to the other such party of any such proposed destruction or disposal. If the recipient of such notice desires to obtain any such documents, it may do so by notifying the other party in writing at any time prior to the scheduled date for such destruction or disposal. Such notice must specify the documents which the requesting party wishes to obtain. The parties shall then promptly arrange for the delivery of such documents. All out-of-pocket costs associated with the delivery of the requested documents shall be paid by the requesting party. Notwithstanding any provision of this Agreement or the Related Documents to the contrary, in no event shall the Sellers or their Affiliates be required to provide the Buyer with access to or copies of the Sellers’, or their Affiliates’ Tax Returns to the extent such Tax Returns do not relate to the Companies and in no case shall the Buyer have any right to review any Tax Returns other than pro forma Tax Returns of the Companies.
Access to Records After the Closing. (a) Buyer agrees that, subject to applicable Requirements of Law, on and after the Closing Date, it will permit Seller and its representatives (at Seller’s sole cost and expense), during normal business hours and on reasonable prior notice and without unreasonably interfering with the business of Buyer, to have access to and to examine and take copies of any materials relating to the Purchased Assets in the possession of Buyer and not in the possession of or available to Seller in the event that Seller or an Affiliate of Seller is named as party in, or is threatened with, any litigation or similar proceeding in connection with any Purchased Assets or to the extent that Seller may require such access in connection with any Tax, regulatory, accounting, corporate or similar matter relating to any Purchased Asset or its transfer hereunder.
Access to Records After the Closing. (a) For a period of six (6) years after the Closing Date, Seller and its Representatives shall have reasonable access to all of the books and records of the Business transferred to Buyer hereunder to the extent that such access may reasonably be required by Seller in connection with matters relating to or affected by the operations of the Business prior to the Closing Date. 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 6.6(a). If Buyer shall desire to dispose of any of such books and records prior to the expiration of such six (6) year period, it 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.
Access to Records After the Closing. Except as may be reasonably appropriate to ensure compliance with respect to any applicable Legal Requirements (including, without limitation, any applicable antitrust regulations), and subject to any confidentiality obligations or applicable privileges (including, without limitation, the attorney-client privilege), for a period of three years after the Closing Date, the Seller and its Representatives, on the one hand, and the Buyer and its Representatives, on the other hand, shall have reasonable access, during normal business hours and at the expense of the party seeking access, to any reasonably available business records to the extent that such access may be reasonably required, in the case of the Seller in connection with matters relating to the operation of the Acquired Business prior to the Closing Date, and, in the case of the Buyer, in connection with the Acquired Assets and Assumed Obligations subsequent to the Closing Date; provided, however, that the requesting party shall only be entitled to such Records upon the execution of a customary confidentiality agreement.
Access to Records After the Closing. Except as may be reasonably appropriate to ensure compliance with respect to any applicable Legal Requirements (including, without limitation, any applicable antitrust regulations), and subject to any confidentiality obligations or applicable privileges (including, without limitation, the attorney-client privilege), for a period of two years after the Closing Date, Cypress and its Representatives shall have reasonable access, during normal business hours and at Cypress’ expense, to any reasonably available books, records, work papers and other documents and information relating to the Acquired Assets as Cypress may reasonably request.
Access to Records After the Closing. (a) Buyer agrees that, subject to applicable Requirements of Law, on and after the Closing Date it will permit each Seller and its representatives (at such Seller’s sole cost and expense), during normal business hours and on reasonable prior notice and without unreasonably interfering with the business of Buyer, to have access to and to examine and take copies of any materials relating to the Purchased Contracts in the possession of Buyer and not already in the possession of or available to such Seller in the event that such Seller or an Affiliate of such Seller is named as party in, or is threatened with, any litigation or similar proceeding in connection with any Purchased Assets or to the extent that such Seller may require such access in connection with any Tax, regulatory, accounting, corporate or similar matter relating to any Purchased Asset or its transfer hereunder.
Access to Records After the Closing. Parent agrees that, subject to requirements of applicable Law, on and after the Closing Date it will permit each Partnership and its representatives (at such Partnership’s sole cost and expense), during normal business hours and on reasonable prior notice and without unreasonably interfering with the business of Parent, to have access to and to examine and take copies of any materials relating to the Purchased Loans in the possession of Parent and not already in the possession of or available to such Partnership in the event that such Partnership or an Affiliate of such Partnership is named as party in, or is threatened with, any Proceeding in connection with any Purchased Assets or to the extent that such Partnership may require such access in connection with any Tax, regulatory, accounting, corporate or similar matter relating to any Purchased Asset or its transfer hereunder.
Access to Records After the Closing. (a) Notwithstanding anything to the contrary contained herein, Sellers may retain a copy of the Books and Records for archival or compliance purposes and for any tax reporting, investigation, audit, claim or assessment and any claims or inquiries from Governmental Bodies relating to the operations of the Mediasite Business prior to the Closing Date.
Access to Records After the Closing. From and after the Closing, Seller, RLA, Shareholder and their Representatives shall be allowed, upon reasonable notice during normal business hours, to inspect and copy at their expense the business records and accounts of Purchaser pertaining to (i) all matters as to which either Seller, RLA or Shareholder is required to provide indemnification pursuant to this Agreement, and (ii) any transactions of Seller oR RLA occurring, or assets of Seller or RLA held, at and through the Closing Date. Purchaser agrees not to destroy or abandon any such business records or accounts for a period of four (4) years following the Closing and to destroy such business records or accounts only upon thirty (30) days' advance written notice to Shareholder and RLA for an additional period of two (2) years thereafter. If Shareholder or RLA requests the surrender of such records or accounts, then Purchaser shall surrender, at Shareholder's or RLA's expense (as applicable), such records or accounts so requested rather than proceeding with such destruction. From and after the Closing, Purchaser and its Representatives shall be allowed, upon reasonable notice during normal business hours, to inspect and copy at its expense the records of Seller and RLA relating to the Business or the Real Property through the date of the Closing not transferred to Purchaser, including, without limitation, all financial records and tax returns of Seller relating to the Business. Seller and RLA each agrees not to destroy or abandon any such records for a period of four (4) years following the Closing and to destroy such records only upon thirty (30) days advance written notice to Purchaser for an additional period of two (2) years thereafter. If Purchaser requests the surrender of such records, then Seller or RLA (as applicable) shall surrender, at Purchaser's expense, such records so requested rather than proceeding with such destruction.
Access to Records After the Closing. (a) For a period of seven years after the Closing Date, to the extent permitted by applicable Law, Sellers shall have reasonable access to all of the books and records of the Group Companies, solely to the extent that such access is required for a proper purpose by a Seller in connection with matters relating to or affected by the operations of the Group Companies prior to the Closing Date, including the preparation of a Seller’s financial reports, and the defense or prosecution of litigation (including arbitration or mediation) concerning the businesses of the Group Companies prior to the Closing (other than legal proceedings between any Seller, on the one hand, and Buyer or its Affiliates, on the other hand). Such access shall be afforded by Buyer upon receipt of reasonable advance written notice from such Seller, during normal business hours and may not unreasonably interfere with the conduct of Buyer’s or its Affiliates’ (including the Group Companies’) businesses. A Seller seeking access shall be solely responsible for any costs or expenses incurred by such Seller seeking access pursuant to this Section 7.4. If any such books or records, or any other documents which Sellers have the right to have access to pursuant to this Section 7.4 are produced by Buyer or the Group Companies to an actual or potentially adverse party (e.g., in litigation or in connection with a government investigation), Buyer shall endeavor to as promptly as reasonably practicable make all such books, records and/or documents produced available for inspection and copying by Sellers concurrently with the production of such books, records and/or documents. In addition, if Buyer or a Group Company shall desire to dispose of any of such books or records prior to the expiration of such seven year period, Buyer shall, prior to such disposition, give Sellers a reasonable opportunity to segregate and remove such books and records as Sellers may select for good reason shown and Sellers shall pay all reasonable expenses of Buyer in connection therewith.
