Common use of Access to Records and Employees after Closing Clause in Contracts

Access to Records and Employees after Closing. (a) For a period of ten (10) years after the Closing Date, the Sellers shall have reasonable access to all of the books and records of the Company (including any books and records relating to Taxes and Tax Returns of the Company and the Company Subsidiary), to the extent that such access may reasonably be required by a Seller in connection with matters relating to or affected by the operations of each of the Company and the Company Subsidiary prior to the Closing Date, including the preparation of the Seller’s financial reports or Tax Returns, any Tax audits, the defense or prosecution of litigation (including arbitration or mediation), and any other reasonable need of the Sellers to consult such books and records. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. The Seller seeking access shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 12.6(a). If any such books or records, or any other documents which the Sellers have the right to have access to pursuant to this Section 12.6(a) are produced by Buyer, the Company or the Company Subsidiary to an actual or potentially adverse party (e.g., in litigation or in connection with a government investigation), Buyer shall endeavor to immediately make all such books, records and/or documents produced available for inspection and copying by the Sellers concurrently with the production of such books, records and/or documents. In addition, if Buyer, the Company or the Company Subsidiary shall desire to dispose of any of such books or records prior to the expiration of such ten (10) year period, Buyer shall, prior to such disposition, give the Sellers a reasonable opportunity, at the Company’s expense, to segregate and remove such books and records as the Sellers may select.

Access to Records and Employees after Closing. (a) For a period of ten (10) seven years after the Closing Date, the Sellers each Shareholder and its Representatives shall have reasonable access to all of the books and records of the Company (including any books and records relating to Taxes and Tax Returns of the Company and the Company Subsidiary)Company, to the extent that such access may reasonably be required by a Seller in connection with matters relating to or affected by the operations of each of the Company and the Company Subsidiary prior to the Closing Date, including the preparation of the SellerShareholder’s financial reports or Tax Returns, any Tax audits, the defense or prosecution of litigation (including arbitration or mediation)Actions, and any other reasonable need of the Sellers Shareholder to consult such books and records. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. The Seller seeking access shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 12.6(a). If any such books or records, or any other documents which the Sellers Shareholders have the right to have access to pursuant to this Section 12.6(a6.8(a) are produced by Buyer, the Company Buyer or the Company Subsidiary Company, or any of their respective Affiliates, to an actual or potentially adverse party (e.g., in litigation or in connection with a government investigation), Buyer shall endeavor to immediately make all such books, records and/or documents produced available for inspection and copying by the Sellers Shareholders concurrently with the production of such books, records and/or documents. In addition, if Buyer, the Company Buyer or the Company Subsidiary Company, or any of their respective Affiliates, shall desire to dispose of any of such books or records prior to the expiration of such ten (10) seven-year period, Buyer shall, prior to such disposition, give the Sellers Shareholders a reasonable opportunity, at the Company’s expense, opportunity to segregate and remove such books and records as the Sellers Shareholders may select. Buyer shall not be obligated to provide Shareholders with access to any books or records (including personnel files) pursuant to this Section where such access would violate any Law.

Access to Records and Employees after Closing. (a) For a period of ten six (106) years after the Closing Date, the Sellers Stockholders and Optionholders shall have reasonable access to all of the books and records of the Company Group Companies (including any books and records relating to Taxes and Tax Returns of the Company and the Company SubsidiaryGroup Companies), to the extent that such access may reasonably be required in good faith by a Seller Stockholder in connection with matters relating to or affected by the operations of each of the Company and the Company Subsidiary Group Companies prior to the Closing Date, including the preparation of the Sellera Stockholder’s financial reports or Tax Returns, any Tax audits, the defense or prosecution of litigation (including arbitration or mediation), and any other reasonable need of the Sellers a Stockholder to consult such books and records. Such access shall be afforded by the Buyer upon receipt of reasonable advance notice and during normal business hours. The Seller Stockholder(s) seeking access shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 12.6(a). If any such books or records, or any other documents which the Sellers have the right to have access to pursuant to this Section 12.6(a) are produced by Buyer, the Company or the Company Subsidiary to an actual or potentially adverse party (e.g., in litigation or in connection with a government investigation), Buyer shall endeavor to immediately make all such books, records and/or documents produced available for inspection and copying by the Sellers concurrently with the production of such books, records and/or documentsSection. In addition, if Buyer, the Company Buyer or the Company Subsidiary Group Companies shall desire to dispose of any of such books or records prior to the expiration of such ten six (106) year period, the Buyer shall, prior to such disposition, give the Sellers Stockholders and Optionholders a reasonable opportunity, at the CompanyBuyer’s expense, to segregate and remove such books and records as the Sellers Stockholders and Optionholders may select.

Access to Records and Employees after Closing. (a) For a period of ten seven (107) years after the Closing Date, (i) the Sellers Transaction Representative (on behalf of the Shareholders and SEU Holders), acting directly or through Representatives of the Shareholders and SEU Holders (provided that in the case of a matter that effects two or more Shareholders and/or SEU Holders, only one Representative shall be granted access) shall have reasonable access to all of the books and records of the Company (including any books and records relating to Taxes and Tax Returns of the Company and the Company Subsidiary)Company, to the extent that such access may reasonably be required by a Seller Shareholder or SEU Holder in connection with matters relating to or affected by the operations of each of the Company and the Company Subsidiary prior to the Closing Date, including the preparation of the SellerShareholder’s financial reports or SEU Holder’s Tax Returns, Returns or in connection with any Tax auditsaudits and (ii) the Transaction Representative, on behalf of the Shareholders and SEU holders, to the extent that such access may reasonably be required by a Shareholder or SEU Holder in connection with the defense of a third Person claim or the prosecution against a third Person of litigation (including arbitration or mediation), a claim to which the Shareholders and any other reasonable need of the Sellers SEU Holders have been subrogated pursuant to consult such books and recordsSection 10.8. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hourshours and in such a manner as not to unreasonably interfere with the operation of the Company’s business. The Seller Shareholder of SEU Holder seeking access shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 12.6(a12.7(a). If any such books or records, or any other documents which the Sellers have the right to have access to pursuant to this Section 12.6(a) are produced by Buyer, the Company Buyer or the Company Subsidiary to an actual or potentially adverse party (e.g., in litigation or in connection with a government investigation), Buyer shall endeavor to immediately make all such books, records and/or documents produced available for inspection and copying by the Sellers concurrently with the production of such books, records and/or documents. In addition, if Buyer, the Company or the Company Subsidiary shall desire to dispose of any of such books or records prior to the expiration of such ten seven (107) year period, Buyer shall, prior to such disposition, give the Sellers Transaction Representative, on behalf of the Shareholders and SEU Holders, a reasonable opportunity, at the CompanyTransaction Representative’s expense, to segregate and remove such books and records as the Sellers Transaction Representative may select.

Access to Records and Employees after Closing. (a) For a period of ten (10) years after the Closing Date, the Sellers shall have reasonable access to all of the books and records of the Company (including any books and records relating to Taxes and Tax Returns of the Company and the Company Subsidiary), to the extent that such access may reasonably be required by a Seller in connection with matters relating to or affected by the operations of each of the Company and the Company Subsidiary prior to the Closing Date, including the preparation of the Seller’s financial reports or Tax Returns, any Tax audits, the defense or prosecution of litigation (including arbitration or mediation), and any other reasonable need of the Sellers to consult such books and records. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. The Seller seeking access shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 12.6(a). If any such books or records, or any other documents which the Sellers have the right to have access to pursuant to this Section 12.6(a) are produced by Buyer, the Company or the Company Subsidiary to an actual or potentially adverse party (e.g., in litigation or in connection with a government investigation), Buyer shall endeavor to immediately make all such books, records and/or documents produced available for inspection and copying by the Sellers concurrently with the production of such books, records and/or documents. In addition, addition if Buyer, the Company or the Company Subsidiary shall desire to dispose of any of such books or records prior to the expiration of such ten (10) year period, Buyer shall, prior to such disposition, give the Sellers a reasonable opportunity, at the Company’s expense, to segregate and remove such books and records as the Sellers may select.