Post-Closing Access. (a) For a period of eight (8) years from the Closing Date, Sellers shall retain and make available to Buyer for any lawful purpose, upon reasonable notice and at reasonable times, Sellers’ Tax records, general ledger and other books of original entry, and original payroll records with respect to periods prior to the Effective Time. If any Seller ceases to conduct operations prior to the end of such eight-year period, that Seller shall give Buyer 60 days’ prior written notice and an opportunity to accept (without charge to Buyer) from that Seller a transfer of such books and records, and if Buyer elects not to accept such books and records, the Seller’s obligations under this paragraph (a) shall cease.
(b) For a period of eight (8) years from the Closing Date, Buyer shall retain and make available to Sellers for any lawful purpose, upon reasonable notice and at reasonable times, the books and records of the Business with respect to periods prior to the Effective Time and to actions and events after the Effective Time, to the extent they relate to periods prior to the Effective Time. If Buyer ceases to conduct operations prior to the end of such eight-year period, Buyer shall give Sellers 60 days’ prior written notice and an opportunity to accept (without charge to Sellers) from Buyer a transfer of such books and records from Buyer, and if Sellers elect not to accept such books and records, Buyer’s obligations under this paragraph (b) shall cease.
(c) After the Closing, for a period of 30 days, Buyer shall provide and allow Sellers reasonable access, at such times as are mutually agreed upon in advance by Sellers and Buyer, to the facilities in which the Business is conducted as reasonably necessary to collect and remove the Excluded Assets; provided, however, Buyer’s employees shall not be obligated to physically assist in the collection and removal of Excluded Assets and in no event shall such collection and removal of Excluded Assets unreasonably disrupt or interfere with the operations of the Business, and provided, further that, Sellers shall fully indemnify Buyer for any and all Losses arising from or relating to Sellers’ collection and removal of the Excluded Assets.
Post-Closing Access. From and after the Closing, the Purchaser shall, and shall cause the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings to, provide the Sellers and their authorized representatives with reasonable access (for the purpose of examining and copying), during normal business hours, to the books and records of the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings in such form as existed as of the Closing (i) in connection with any matter relating to or arising out of this Agreement or the transactions contemplated hereby (for example, in connection with the calculation of amounts under Section 11.08) or with respect to periods or occurrences prior to or on the Closing Date, to the extent and only to the extent needed for regulatory, financial reporting, Tax or audit purposes or in connection with a claim asserted against a Seller by a Person other than the Purchaser, or (ii) in connection with any claim by the Purchaser for indemnification pursuant to Section 9.02(a) or 9.02(b) or any Third Party Claim; provided, that (A) any such access pursuant to this clause (ii) shall be limited to that information that is reasonably related to the subject matter of such claim, (B) access shall not be permitted to information that is subject to a confidentiality obligation existing as of the date hereof in favor of a third party (provided, that, the Purchaser will have used commercially reasonable efforts to obtain a waiver of such restriction) or privilege, (C) such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries, (D) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and the information sought and (E) nothing herein shall require the Company, the Purchaser or any of their respective Affiliates to provide access to or to disclose any information if such access or disclosure would be in violation of applicable Laws; provided further that if the Purchaser or the Representative or any Seller Indemnified Party files a claim or other Action with a court, arbitrator or other judicial body of competent jurisdiction with respect to such claim for indemnification, none of the Purchaser or its Affiliates (including the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings) shall thereafter have any obligation to provide pursuant to this Section 7.01 an...
Post-Closing Access. (a) Following the Closing Date, Ceding Company and its Affiliates shall: (i) allow Reinsurer, through its Representatives, upon reasonable prior written notice and during normal business hours, the right, at Reinsurer’s sole cost and expense, to examine and make copies of any books and records related to the Business which are retained by Ceding Company or any of its Affiliates (including the Books and Records set forth in Schedule 5.7) for any reasonable business purpose, including the preparation or examination of Reinsurer’s Tax Returns, regulatory and statutory filings, responses to regulatory inquiries and financial statements; (ii) allow Reinsurer, through its Representatives, to interview Ceding Company’s employees for any reasonable business purpose relating to the Business, including the preparation or examination of Tax Returns, regulatory and statutory filings and financial statements and the conduct of any litigation relating to the Business, or the conduct of any regulatory, contract holder, participant or other dispute resolution whether pending or threatened; and (iii) maintain such books and records for Reinsurer’s examination and copying until at least the later of the sixth (6th) anniversary of the Closing Date or, with respect to all Tax books and records, until sixty (60) days after the expiration of any period imposed by Applicable Law, after which Ceding Company may destroy such books and records in its discretion; provided, however, that at any time prior to such destruction Ceding Company shall give Reinsurer a reasonable opportunity, at Reinsurer’s expense, to segregate and remove such books and records as Reinsurer may select. Reinsurer shall pay any out-of-pocket expenses incurred in connection with Reinsurer’s access to such employees and books and records related to the Business. Access to such employees and books and records shall not unreasonably interfere with Ceding Company’s or any successor company’s business operations.
(b) Following the Closing Date, Reinsurer shall: (i) allow Ceding Company, through its Representatives, upon reasonable prior written notice and during normal business hours the right to examine and make copies, at Ceding Company’s expense, of the Books and Records transferred to Reinsurer at the Closing; (ii) allow Ceding Company, through its Representatives to interview Reinsurer’s employees specifically dedicated to the Business in connection with Ceding Company’s preparation or examination of Tax Retu...
Post-Closing Access. Buyer, for a period of one (1) year following ------------------- the Closing Date, shall make available during normal business hours for audit and inspection by Seller and its representatives, for any reasonable purpose and upon reasonable notice, all records, files, documents and correspondence transferred to it hereunder relating to the pre-closing period. All information, records, files, documents and correspondence made available or disclosed under this Section 9.3 shall be kept confidential.
Post-Closing Access. Buyer agrees that all Books and Records delivered to Buyer by Seller pursuant to this Agreement shall be maintained open for inspection by Seller at any time during regular business hours upon reasonable notice for a period of six (6) years (or for such longer period as may be required by applicable Legal Requirements) following the Closing and that, during such period, Seller, at its expense, may make such copies thereof as it may reasonably desire. Seller agrees that all books and records relating to the Purchased Assets and retained by Seller shall be maintained open for inspection by Buyer at any time during regular business hours for a period of six (6) years (or for such longer period as may be required by applicable Legal Requirements) following the Closing and that, during such period, Buyer, at its expense, may make such copies thereof as it may reasonably desire. Nothing contained in this Section 6.12 shall obligate any Party hereto to make available any books and records if to do so would violate the terms of any Contract or Legal Requirement to which it is a party or to which it or its assets are subject.
Post-Closing Access. Buyer shall, following the Closing, give to Seller and its respective authorized representatives such reasonable access, at Seller's cost and expense, during normal business hours and upon prior notice, to books and records constituting part of the Seller (including, without limitation, all such accounting books and tax records) as Seller may reasonably require in connection with the preparation and filing of tax returns or any claim made by any party with respect to a liability or obligation.
Post-Closing Access. In connection with any matter relating to any period prior to, or any period ending on, the Closing, the Purchaser shall, upon the request and at the expense of the Seller, permit the Seller and its representatives full access at all reasonable times to the books and records of the Company and the Subsidiaries which shall have been transferred to the Purchaser and the Purchaser shall execute (and shall cause the Company to execute) such documents as the Seller may reasonably request to enable the Seller to file any required reports or tax returns relating to the Company. The Purchaser shall not dispose of such books and records during the seven-year period beginning with the Closing Date without the Seller's consent, which shall not be unreasonably withheld. Following the expiration of such seven-year period, the Purchaser may dispose of such books and records at any time upon giving 60 days prior written notice to the Seller, unless the Seller agrees to take possession of such books and records within 60 days at no expense to the Purchaser.
Post-Closing Access. Buyer, for a period of seven years following the Closing Date, shall make available during normal business hours for audit and inspection by Seller and its representatives, for any reasonable purpose and upon reasonable notice, all records, files, documents and correspondence of the Companies relating to the pre-Closing period. During such seven-year period, Buyer shall at no time dispose of or destroy any such records, files, documents and correspondence without giving 30 days prior notice to Seller to permit Seller, at its expense, to examine, duplicate or take possession of and title to such records, files, documents and correspondence. All information, records, files, documents and correspondence made available or disclosed under this Section 6.1.3 shall be kept confidential.
Post-Closing Access. From and after the Closing, the Purchaser will, at Seller’s sole cost and expense, permit Seller and Seller’s agents and representatives access (and will permit copying of materials pertaining to the period prior to the Closing), during business hours from time to time, to the Lease Files and other Property-related information upon reasonable advance notice to the Purchaser. This Section 12.20 shall survive the Closing.
Post-Closing Access. For a period of six (6) months subsequent to the Closing Date, Seller and its employees, agents and representatives shall be entitled to access during business hours to all documents, books and records given to Buyer by Seller at the Closing for tax and audit purposes, regulatory compliance, and cooperation with governmental investigations upon reasonable prior notice to Buyer, and shall have the right to make copies of such documents, books and records at Seller's expense.
