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

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. (b) For a period of six (6) years after the Closing Date, Buyer and its Representatives shall have reasonable access to all of the books and records relating to the Business which Seller may retain after the Closing Date. Such access shall be afforded by Seller upon receipt of reasonable advance notice and during normal business hours. Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 6.6(b). If Seller 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 Buyer a reasonable opportunity, at Buyer’s expense, to segregate and remove such books and records as Buyer may select.

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(a6.5(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 the other party may select. (b) For a period of six (6) years after the Closing Date, Buyer and its Representatives representatives shall have reasonable access to all of the books and records relating to the Business which Seller may retain after the Closing Date. Such access shall be afforded by Seller upon receipt of reasonable advance notice and during normal business hours. Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 6.6(b6.5(b). If Seller shall desire to dispose of any of such books and records prior to the expiration of such six (6) year period, it such party shall, prior to such disposition, give Buyer a reasonable opportunity, at Buyer’s expense, to segregate and remove such books and records as Buyer the other party may select.

Access to Records After the Closing. (a) For a period of six (6) seven years after the Closing Date, Seller and its Representatives to the extent permitted by applicable Law, Sellers shall have reasonable access to all of the books and records of the Business transferred to Buyer hereunder Group Companies, solely to the extent that such access may reasonably be is required for a proper purpose by a Seller in connection with matters relating to or affected by the operations of the Business 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 and from such Seller, during normal business hourshours 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 it such Seller seeking access pursuant to this Section 6.6(a)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 and or records prior to the expiration of such six (6) seven year period, it Buyer shall, prior to such disposition, give Seller Sellers a reasonable opportunity, at Seller’s expense, opportunity to segregate and remove such books and records as Seller Sellers may selectselect for good reason shown and Sellers shall pay all reasonable expenses of Buyer in connection therewith. (b) For a period of six (6) years after the Closing Date, Buyer and its Representatives shall have reasonable access to all of the books and records relating to the Business which Any Seller may retain after copies of any Contracts, documents or records: (i) which relate to properties or activities of such Seller, unless such Contracts, documents and records also relate to the Closing Date. Such access shall properties or activities of a Group Company, or (ii) which are required to be afforded by Seller upon receipt of reasonable advance notice and during normal business hours. Buyer shall be solely responsible for any costs and expenses incurred by it retained pursuant to this Section 6.6(b). If Seller shall desire any legal requirement or are subject to dispose of any the attorney-client privilege, or for financial reporting purposes, for Tax purposes or for legal defense or prosecution purposes, and may retain electronic records of such books information on computer hard drives and records prior to the expiration of such six (6) year period, it shall, prior to such disposition, give Buyer a reasonable opportunity, at Buyer’s expense, to segregate and remove such books and records as Buyer may selectother electronic media.