Common use of BOOKS AND RECORDS; FINANCIAL REPORTING Clause in Contracts

BOOKS AND RECORDS; FINANCIAL REPORTING. (a) In connection with the Closing, (i) at the Closing, all tangible books and records primarily related to the Acquired Companies and the Business shall be transferred to Buyer, including by possession of the Real Property and (ii) promptly following Closing, Seller shall transfer, or cause to be transferred, to Buyer all tangible books and records primarily related to the Acquired Companies and the Business and original corporate records of the Acquired Companies relating to the legal existence, ownership and corporate governance of the Acquired Companies, in each case, that are not located on the Real Property or otherwise possessed or controlled by the Acquired Companies (including any records to be made available to Buyer as set forth in the definition of Excluded Books and Records). Prior to the Closing, Seller and Buyer shall cooperate in good faith to develop and implement a plan that will result in the delivery or transfer of, or post-Closing access to, all other books and records to the extent related to the Acquired Companies and the Business to Buyer or the Acquired Companies at, or as soon as reasonably practicable following, the Closing. Subject to Section 9.5(a), except as otherwise required by applicable Law, the Parent Group and the Seller Group shall have the right to retain copies of all books and records of the Acquired Companies and the Business relating to periods ending on or prior to the Closing Date, in each case, that primarily relate to the Retained Business. Notwithstanding anything in this Agreement to the contrary, the Parent Group and the Seller Group shall have the right to retain the Excluded Books and Records (subject to the obligations to deliver certain records to Buyer as set forth in the definition of Excluded Books and Records).

BOOKS AND RECORDS; FINANCIAL REPORTING. (a) In connection with At the Closing, (i) at the Closing, Seller shall cause all tangible books and records primarily related to of the Acquired Companies and to be located on the Business Real Properties shall be transferred to Buyer, including Buyer by possession of the Real Property such premises and (ii) promptly following Closing, Seller shall transfer, or cause to be promptly transferred, to Buyer all tangible books and records primarily related to the Acquired Companies and the Business and original corporate records of the Acquired Companies relating to the legal existence, ownership and corporate governance of the Acquired Companies and all Permits of the Acquired Companies, in each case, that are not located on the Real Property Properties or otherwise possessed or controlled by the Acquired Companies (including any records to be made available to Buyer as set forth in the definition of Excluded Books and Records)Companies. Prior to the Closing, Seller and Buyer shall cooperate in good faith to develop and implement a plan that will would be reasonably expected to result in the delivery or transfer of, or post-Closing access to, of all other books and records to the extent related to of the Acquired Companies and the Business to Buyer or the Acquired Companies at, or as soon as reasonably practicable following, at the Closing. Subject For the avoidance of doubt, other than as expressly provided herein and then subject to, after the Closing, Seller and its Affiliates may retain copies of any books and records of the Acquired Companies and the Business; provided that, they shall not access such books and records except to the extent permitted by Section 9.5(a), except 2.03(a)(x) or as otherwise required by applicable Law, to otherwise perform its obligations under this Agreement or to defend against any claims made under this Agreement. (b) After the Parent Group Closing, Seller shall, and shall cause its Affiliates to, preserve, in accordance with Seller’s, or its applicable Affiliates’, standard document retention policies and until such date as such books and records are transferred to Buyer or the Seller Group shall have the right to retain copies of Acquired Companies, all pre-Closing Date books and records of the Acquired Companies and the Business relating that have not been transferred to periods ending on Buyer. During such period, upon any request from Buyer or prior its Representatives, Seller or any of its Affiliates holding such records shall (i) provide to Buyer or its Representatives reasonable access to such records during normal business hours; provided, that such access shall not unreasonably interfere with the Closing Dateconduct of the business of Seller or its Affiliates holding such records and (ii) permit Buyer to make copies of such records, in each case, at no cost to Buyer or its Representatives (other than for reasonable out-of-pocket expenses). Nothing herein shall require Seller or its Affiliates to disclose any information to Buyer if such disclosure would jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine or contravene any applicable Law, Governmental Order or any fiduciary duty (it being understood that Seller and its Affiliates shall (A) cooperate with any requests for, and use their reasonable best efforts to obtain, any waivers, and (B) use their reasonable best efforts to make other arrangements (including redacting information or entering into joint defense agreements), in each case, that primarily relate would enable otherwise required disclosure to Buyer or its Representatives to occur without so jeopardizing privilege or contravening such applicable Law, Governmental Order or fiduciary duty or agreement) or (except as provided in Section 10.04) require Seller or its Affiliates to disclose its Tax records (except for Tax records exclusively of, or with respect to, the Acquired Companies or the Business) or any personnel, medical or related records. (c) For a period of five (5) years after the Closing, Buyer shall provide reasonable assistance to Seller (at Seller’s sole cost) in connection with any reporting obligations of Seller pursuant to the Retained Business. Notwithstanding anything Securities Act of 1933 or the Securities Exchange Act of 1934, as amended or any of the rules or regulations promulgated thereunder (the “Exchange Act”) and any other financial reporting obligations of Seller, in this Agreement each case, related to the contrary, operations of the Parent Group and activities of the Seller Group shall have Business or the right Acquired Companies prior to retain the Excluded Books and Records (subject to the obligations to deliver certain records to Buyer as set forth in the definition of Excluded Books and Records)Closing.

BOOKS AND RECORDS; FINANCIAL REPORTING. (a) In connection with At the Closing, (i) at the Closing, Seller shall cause all tangible books and records primarily related to of the Acquired Companies and the Business to be located on the Real Properties and such tangible books and records shall be transferred to Buyer, including Buyer by possession of the Real Property such premises and (ii) promptly following Closing, Seller shall transfer, or cause to be transferred, to Buyer all tangible books and records primarily related to the Acquired Companies and the Business and original corporate records of the Acquired Companies relating to the legal existence, ownership and corporate governance of the Acquired Companies and all Permits of the Acquired Companies, in each case, that are not located on the Real Property or otherwise possessed or controlled by the Acquired Companies (including any records to be made available to Buyer as set forth in the definition of Excluded Books and Records)Companies. Prior to the Closing, Seller and Buyer shall cooperate in good faith to develop and implement a plan that will result in the delivery or transfer of, or post-Closing access to, of all other books and records to the extent related to of the Acquired Companies and the Business to Buyer or the Acquired Companies at, or as soon as reasonably practicable following, the Closing. Subject to Section 9.5(a), except Except as otherwise required by applicable Law, the Parent Group Seller and the Seller Group its Affiliates shall have the right to retain copies of all books and records of the Acquired Companies and the Business relating to periods ending on or prior to the Closing Date. (b) For a period of three (3) years after the Closing, Buyer shall provide reasonable assistance to Seller in connection with any reporting obligations of Seller pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 or any of the rules or regulations promulgated thereunder and any other financial reporting obligations of Seller, in each case, that primarily relate related to the Retained Business. Notwithstanding anything in this Agreement to Business or the contrary, the Parent Group and the Seller Group shall have the right to retain the Excluded Books and Records (subject to the obligations to deliver certain records to Buyer as set forth in the definition of Excluded Books and Records)Acquired Companies.