Common use of Access to Records and Personnel Clause in Contracts

Access to Records and Personnel. (a) From and after the Closing until the third anniversary of the Closing, each Party shall provide, or cause to be provided, to each other, as soon as reasonably practicable after written request therefor and at the requesting Party’s sole expense, reasonable access (including using commercially reasonable efforts to give access to Third Parties possessing information), during normal business hours, to the other Party’s Representatives and to any books, records, documents, files and correspondence in the possession or under the control of the other Party that the requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party (including under applicable securities Laws) by a Governmental Authority having jurisdiction over the requesting Party in connection with the transactions contemplated hereby, (ii) for use in any other judicial, regulatory, administrative or other Proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or other similar requirements arising from the transactions contemplated by this Agreement, (iii) for use in any Proceeding relating to the Infringement of the Intellectual Property Rights of another Person, or (iv) to comply with its obligations under this Agreement; provided, however, that no Party shall be required to provide access to or disclose information where such access or disclosure (y) is related to any claim for indemnification pursuant to Article VIII or any other claim against a Party or such Party’s Affiliates or (z) would violate any Law or agreement, or waive any attorney-client or other similar privilege, and each Party may redact information regarding itself or its Affiliates or otherwise not relating to the other Party and its Affiliates, and, in the event such provision of information could reasonably be expected to violate any Law or agreement or waive any attorney-client or other similar privilege, the Parties shall take all commercially reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence.

Access to Records and Personnel. (a) From and after the Closing until the third anniversary end of the ClosingOption Period, each Party shall provide, or cause to be provided, to each other, as soon as reasonably practicable after written request therefor and at the requesting Party’s sole expense, reasonable access (including using commercially reasonable efforts Commercially Reasonable Efforts to give access to Third Parties possessing information), during normal business hours, to the other Party’s Representatives and to any books, records, documents, files and correspondence in the possession or under the control of the other Party that the requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party (including under applicable securities Laws) by a Governmental Authority having jurisdiction over the requesting Party in connection with the transactions contemplated hereby, (ii) for use in any other judicial, regulatory, administrative or other Proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or other similar requirements arising from the transactions contemplated by this Agreement, Agreement or (iii) for use in any Proceeding relating to the Infringement of the Intellectual Property Rights of another Person, or (iv) to comply with its obligations under this Agreement; provided, however, that no Party shall be required to provide access to or disclose information where such access or disclosure (y) is related to any claim for indemnification pursuant to Article VIII IX or any other claim against a Party or such Party’s Affiliates or (z) would violate any Law or agreement, or waive any attorney-client or other similar privilege, and each Party may redact information regarding itself or its Affiliates or otherwise not relating to the other Party and its Affiliates, and, in the event such provision of information could reasonably be expected to violate any Law or agreement or waive any attorney-client or other similar privilege, the Parties shall take all commercially reasonable measures Commercially Reasonable Efforts to permit the compliance with such obligations in a manner that avoids any such harm or consequence.

Access to Records and Personnel. (a) From and after the Closing until the third sixth anniversary of the Closing, each Party Seller and Purchaser shall provide, or cause to be provided, to each other, as soon as reasonably practicable after written request therefor and at the requesting Partyparty’s sole expense, reasonable access (including using commercially reasonable efforts to give access to Third Parties third parties possessing information), during normal business hours, to the other Partyparty’s Representatives and to any books, records, documents, files and correspondence in the possession or under the control of the other Party party that the requesting Party party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party (including under applicable Applicable securities Laws) by a Governmental Authority having jurisdiction over the requesting Party party in connection with the transactions contemplated herebyTransactions, (ii) for use in any other judicial, regulatory, administrative or other Proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or other similar requirements arising from the transactions contemplated by this AgreementTransactions, (iii) for use in any Proceeding relating to the Infringement infringement of the Intellectual Property Rights of another Person, Person or (iv) to comply with its obligations under this Agreement; provided, however, that no Party party shall be required to provide access to or disclose information where such access or disclosure (y) is related to any claim for indemnification pursuant to Article VIII or any other claim against a Party party or such Partyparty’s Affiliates or (z) would violate any Applicable Law or agreementContract, or waive any attorney-client or other similar privilege, and each Party party may redact information regarding itself or its Affiliates or otherwise not relating to the other Party party and its Affiliates, and, in the event such provision of information could reasonably be expected to violate any Applicable Law or agreement Contract or waive any attorney-client or other similar privilege, the Parties parties shall take all commercially reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence.

Access to Records and Personnel. (a) From and after the Closing until the third anniversary of the Closing, each Party Seller and Purchaser shall provide, or cause to be provided, to each other, as soon as reasonably practicable after written request therefor and at the requesting Partyparty’s sole expense, reasonable access (including using commercially reasonable efforts to give access to Third Parties third parties possessing information), during normal business hours, to the other Partyparty’s Representatives and to any books, records, documents, files and correspondence in the possession or under the control of the other Party party related to the Business that the requesting Party party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party (including under applicable Applicable securities Laws) by a Governmental Authority having jurisdiction over the requesting Party party in connection with the transactions contemplated herebyTransactions, (ii) for use in any other judicial, regulatory, administrative or other Proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or other similar requirements arising from the transactions contemplated by this Agreementrequirements, (iii) for use in any Proceeding relating to the Infringement infringement of the Intellectual Property Rights of another Person, Person or (iv) to comply with its obligations under this Agreement; provided, however, that no Party party shall be required to provide access to or disclose information where such access or disclosure (y) is related to any claim for indemnification pursuant to Article VIII or any other claim against a Party party or such Partyparty’s Affiliates or (z) would violate any Applicable Law or agreementContract, or waive any attorney-client or other similar privilege, and each Party party may redact information regarding itself or its Affiliates or otherwise not relating to the other Party party and its Affiliates, and, in the event such provision of information could reasonably be expected to violate any Applicable Law or agreement Contract or waive any attorney-client or other similar privilege, the Parties parties shall take all commercially reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence.

Access to Records and Personnel. (a) From and after the Closing until the third (3rd) anniversary of the Closing, each Party Parent shall provide, or cause to be provided, to the Stockholder Representative and its Representatives (each otheron behalf of the Stockholders), as soon as reasonably practicable after written request therefor and at the requesting PartyStockholder Representative’s sole expense, reasonable access (including using commercially reasonable efforts to give access to Third Parties third parties possessing information), during normal business hours, to the other PartyParent’s Representatives (including the Surviving Corporation and its Subsidiaries) and to any books, records, documents, files and correspondence in the possession or under the control of the other Party Parent that the requesting Party any Stockholder reasonably needs (i) to comply with reporting, disclosure, filing or other requirements requirements, in each case arising from the transactions contemplated by this Agreement, imposed on the requesting Party (including under applicable Applicable securities Laws) by a Governmental Authority having jurisdiction over the requesting Party party in connection with the transactions contemplated hereby, (ii) for use in any other judicial, regulatory, administrative or other Proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or other similar requirements requirements, in each case arising from the transactions contemplated by this Agreement, or (iii) for use in any Proceeding relating to the Infringement of the Intellectual Property Rights of another Person, or (iv) to comply with its obligations under this Agreement; provided, however, that no Party Parent shall not be required to provide access to or disclose information where such access or disclosure (y) is related to any claim against Parent or its Affiliates (including any claim for indemnification pursuant to Article VIII or any other claim against a Party or such Party’s Affiliates indemnification) or (z) would violate any Applicable Law or agreementContract, or waive any attorney-client or other similar privilege, and each Party Parent may redact information regarding itself or its Affiliates or otherwise not relating to the other Party and a Stockholder or its Affiliates, and, in the event such provision of information could reasonably be expected to violate any Applicable Law or agreement Contract or waive any attorney-client or other similar privilege, the Parties Parent shall take all commercially reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence.

Access to Records and Personnel. (a) From and after the Closing until the third (3rd) anniversary of the Closing, each Party Indigo and Parent shall provide, or cause to be provided, to each other, as soon as reasonably practicable after written request therefor and at the requesting Party’s party's sole expense, reasonable access (including using commercially reasonable efforts to give access to Third Parties third parties possessing information), during normal business hours, to the other Party’s party's Representatives and to any books, records, documents, files and correspondence in the possession or under the control of the other Party party that the requesting Party party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party (including under applicable Applicable securities Laws) by a Governmental Authority having jurisdiction over the requesting Party party in connection with the transactions contemplated hereby, (ii) for use in any other judicial, regulatory, administrative or other Proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or other similar requirements arising from the transactions contemplated by this Agreement, (iii) for use in any Proceeding relating to the Infringement Company IP or the infringement of the Intellectual Property Rights of another PersonPerson by the Company, or (iv) to comply with its obligations under this Agreement; provided, however, that no Party party shall be required to provide access to or disclose information where such access or disclosure (y) is related to any claim for indemnification pursuant to Article VIII or any other claim against a Party party or such Party’s party's Affiliates (including any claim for indemnification) or (z) would violate any Applicable Law or agreementContract, or waive any attorney-client or other similar privilege, and each Party party may redact information regarding itself or its Affiliates or otherwise not relating to the other Party party and its Affiliates, and, in the event such provision of information could reasonably be expected to violate any Applicable Law or agreement Contract or waive any attorney-client or other similar privilege, the Parties parties shall take all commercially reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence.