Common use of Access to Records After the Closing Clause in Contracts

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) The Sellers Seller, on the one hand, and the Buyer Purchaser, on the other hand, recognize that subsequent to the Closing they may have information and documents which relate to the CompaniesBusiness, its employees, its properties, the ResortsPurchased Assets, their employeesthe Excluded Assets, their properties the Retained Liabilities, the Excluded Liabilities 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 circumstancesnotice, to all such information and documents, and to furnish copies thereofsuch of its employees, which such other party reasonably requests. The Buyer Purchaser, on the one hand, and the Sellers Seller, on the other hand, agree that prior to the destruction or disposition of any such documents or any books or records pertaining to the Companies or containing such information at any time within three (3) five years after the Closing Date (or, in any matter involving Taxes, within seven until the later of the expiration of all applicable statutes of limitations (7including extensions thereof) years or the conclusion of all litigation (including exhaustion of all appeals relating thereto) with respect to such Taxes) after the Closing Date), each such party shall provide not less than thirty (30) 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 . (b) With respect to the contraryaudits conducted by federal, in no event shall the Sellers or their Affiliates be required state and local taxing authorities, Purchaser agrees to provide Parent with responses to information document requests presented by such taxing authorities within 30 calendar days. Such information document requests may include, but shall not be limited to, all tax matters related to Seller and subsidiaries for all tax years currently open under the Buyer with access to or copies relevant jurisdictions' statute 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 Companieslimitation.

Access to Records After the Closing. The Sellers and the Buyer Purchasers recognize that subsequent to the Closing they may have information and documents which relate to the CompaniesCompany, the ResortsResort, their its employees, their its 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 such party and their its 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 Purchasers and the Sellers agree that prior to the destruction or disposition of any such books or records pertaining to the Companies Company 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 Purchasers 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 Company and in no case shall the Buyer Purchasers have any right to review any Tax Returns other than pro forma Tax Returns of the CompaniesCompany.

Access to Records After the Closing. The Sellers and the Buyer Purchasers recognize that subsequent to the Closing they may have information and documents which relate to the CompaniesCompany, the ResortsBusiness, their its employees, their its 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 such party and their its Representatives commercially reasonable full 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 Purchasers and the Sellers agree that prior to the destruction or disposition of any such books or records pertaining to the Companies Company at any time within three five (35) years after the Closing Date (or, in any matter involving Taxes, within seven (7Taxes without the prior written consent of all other parties to this Agreement) 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 Sellers, their Affiliates be required to provide the Buyer Purchasers 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 Company and in no case shall the Buyer Purchasers have any right to review any Tax Returns other than pro forma Tax Returns of the CompaniesCompany.

Access to Records After the Closing. (a) The Sellers Seller and the Buyer Purchaser recognize that subsequent to the Closing they may have information and documents which relate to the CompaniesBusiness, its employees, its properties, the ResortsPurchased Assets, their employeesthe Excluded Assets, their properties the Retained Liabilities, the Excluded Liabilities 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 circumstancesnotice, to all such information and documents, and to furnish copies thereofsuch of its employees, which such other party reasonably requests. The Buyer Purchaser and the Sellers Seller agree that prior to the destruction or disposition of any such documents or any books or records pertaining to the Companies or containing such information at any time within three (3) five years after the Closing Date (or, in any matter involving Taxes, within seven until the later of the expiration of all applicable statutes of limitations (7including extensions thereof) years or the conclusion of all litigation (including exhaustion of all appeals relating thereto) with respect to such Taxes) after the Closing Date), each such party shall provide not less than thirty (30) 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 . (b) With respect to the contraryaudits conducted by federal, in no event shall the Sellers or their Affiliates be required state and local taxing authorities, Purchaser agrees to provide the Buyer cooperate with access to or copies of the Sellers’, or their Affiliates’ Tax Returns Seller to the extent it has any information required by Seller to respond to information document requests presented by such Tax Returns do taxing authorities as promptly as practicable. Such information document requests may include, but shall not relate be limited to, all tax matters related to Seller and Affiliates for all tax years currently open under the Companies and in no case shall the Buyer have any right to review any Tax Returns other than pro forma Tax Returns relevant jurisdictions' statute of the Companieslimitation.

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 Acquired Companies, the Resorts, their employees, their properties and Taxes that relate to the period prior to Closing and to which the other party Party may need access access, subsequent to the Closing. Each such party Party shall provide the other party Party and their its Representatives commercially reasonable access, during normal business hours on reasonable notice (and at such other times as such other party Party reasonably requests) requests and under reasonable circumstances, to all such information and documents, and to furnish copies thereof, which such other party 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 Acquired Companies at any time within three (3) 3 years after the Closing Date (or, in any matter involving Taxes, within seven (7) 7 years after the Closing Date), each such party Party shall provide not less than thirty (30) 30 calendar days days’ prior written notice to the other such party Party of any such proposed destruction or disposal. If the recipient of such notice desires to obtain any such documentsdocuments to be destroyed, it may do so by notifying the other party 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 Party wishes to obtain. The parties 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 partyParty. Notwithstanding any provision of this Agreement or the Related Documents to the contrary, in no event shall the Sellers or their Affiliates the Acquired Companies 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 Acquired Companies, and in no case shall the Buyer have any right to review any Tax Returns other than pro forma Tax Returns of the Acquired Companies.

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 CompaniesSellers, the ResortsResort, their its employees, their its 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 such party and their its Representatives commercially reasonable full 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 Sellers 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 either the Companies Sellers or the Business and in no case shall the Buyer have any right to review any Tax Returns other than pro forma Tax Returns of the CompaniesSellers.

Access to Records After the Closing. The Sellers Seller and the Buyer Purchaser recognize that subsequent to the Closing they may have information and documents which relate to the CompaniesCompany, the ResortsBusiness, their its employees, their its 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 (and, in the case of the Purchaser, shall cause the Company to) provide the other party and their its Representatives commercially reasonable full 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 Purchaser and the Sellers Seller agree that prior to the destruction or disposition of any such books or records pertaining to the Companies Company at any time within three five (35) years after the Closing Date (or, in any matter involving Taxes, within seven until the later of the expiration of all applicable statutes of limitations (7including extensions thereof) years or the conclusion of all litigation (including exhaustion of all appeals relating thereto) with respect to such Taxes) after the Closing Date), each such party shall (and, in the case of the Purchaser, shall cause the Company to) 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 Seller or their its Affiliates be required to provide the Buyer Purchaser with access to or copies of the Sellers’Seller's or its Affiliates' Tax Returns. For the avoidance of doubt, nothing in this Section 9.10 shall limit or their Affiliates’ Tax Returns to otherwise modify the extent such Tax Returns do not relate to the Companies rights and obligations set forth in no case shall the Buyer have any right to review any Tax Returns other than pro forma Tax Returns of the CompaniesSection 11.04.

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 Party may need access access, subsequent to the Closing. Each such party Party shall provide the other party Party and their its Representatives commercially reasonable access, during normal business hours on reasonable notice (and at such other times as such other party Party reasonably requests) requests and under reasonable circumstances, to all such information and documents, and to furnish copies thereof, which such other party 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) 3 years after the Closing Date (or, in any matter involving Taxes, within seven (7) 7 years after the Closing Date), each such party Party shall provide not less than thirty (30) 30 calendar days days’ prior written notice to the other such party Party of any such proposed destruction or disposal. If the recipient of such notice desires to obtain any such documentsdocuments to be destroyed, it may do so by notifying the other party 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 Party wishes to obtain. The parties 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 partyParty. Notwithstanding any provision of this Agreement or the Related Documents to the contrary, in no event shall the Sellers or their Affiliates the Companies 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.