Common use of Post-Closing Access and Cooperation Clause in Contracts

Post-Closing Access and Cooperation. (a) Following Closing, the Buyer shall, and shall cause its employees, Affiliates, employees of its Affiliates and any successor, assignee or subsequent purchaser or owner of the Business or all or any portion of the Assets to maintain the On-Site Documents for the greater of ten (10) years or any period required by any applicable Law. (b) Following Closing, the Seller shall, and shall cause its employees, Affiliates, employees of its Affiliates and any successors and assigns, to maintain all off-site physical business books, documents, records, files databases and reports relating to the Assets or the Business that are beneficial and useful to the Buyer in continuing the Business (collectively, the “Off-Site Documents”), and to provide copies thereof to the Buyer and its employees and agents from time to time upon request, for the greater of ten (10) years or any period required by any applicable Law. (c) Each party agrees to cooperate with the other party, and cause their respective employees, Affiliates, employees of its Affiliates and any successors and assigns to cooperate in connection with the resolution of any ongoing or future litigation, regulatory matter, Tax filing, consumer complaint, or any other matter related to the operation of the Business prior to the Effective Time or for any matter arising after the Effective Time for which either party may be obligated to indemnify the other (“Post Closing Matters”). Such Cooperation will include, but is not limited to, (i) providing merchandise and services to resolve any such Post Closing Matter, and (ii) providing the Seller and its counsel, accountants and other authorized representatives, reasonable access to (1) the Business facilities during normal business hours, (2) all Documents for the purpose of review, extraction and photocopy, and (3) Business personnel for the purpose of interview and/or deposition. Each party shall be entitled to reimbursement only for its actual out-of-pocket costs associated with providing the other party assistance in accordance with this Agreement. For the avoidance of doubt, Section 5.24 shall govern the resolution of Burial Issues (as defined therein).

Post-Closing Access and Cooperation. (a) Following Closing, the Buyer shall, and shall cause its employees, Affiliates, employees of its Affiliates and any successor, assignee or subsequent purchaser or owner of the Business or all or any portion of the Assets to to: (a) maintain the On-Site Documents for the greater of ten (10) years or any period required by any applicable Law.; and (b) Following Closing, the cooperate with Seller shall, (and Seller shall cooperate with Buyer and shall cause its employees, Affiliates, employees of its Affiliates and any successors and assigns, to maintain all off-site physical business books, documents, records, files databases and reports relating to the Assets or the Business that are beneficial and useful to the Buyer in continuing the Business (collectively, the “Off-Site Documents”), and to provide copies thereof to the Buyer and its employees and agents from time to time upon request, for the greater of ten (10) years or any period required by any applicable Law. (c) Each party agrees assigns to cooperate with the other party, and cause their respective employees, Affiliates, employees of its Affiliates and any successors and assigns to cooperate Buyer) in connection with the resolution of any ongoing or future litigation, regulatory matter, Tax filing, consumer complaint, or any other matter related to the operation of the Business prior to the Effective Time or for any matter arising after the Effective Time for which either party may be obligated to indemnify the other (“Post Closing Matters”). Such Cooperation will include, but is not limited to, (i) providing merchandise and services to resolve any such Post Closing Matter, and (ii) providing the Seller and its counsel, accountants and other authorized representatives, reasonable access to (1) the Business facilities during normal business hours, (2) all Documents for the purpose of review, extraction and photocopy, and (3) Business personnel for the purpose of interview and/or deposition. Each party Buyer shall be entitled to reimbursement only for its actual out-of-pocket costs associated with providing the other party Seller assistance in accordance with this Agreement. For the avoidance of doubt, Section 5.24 5.29 shall govern the resolution of Burial Issues (as defined therein). (c) Following Closing, Seller shall, and shall cause its employees, Affiliates, employees of its Affiliates and any successors and assigns, to maintain all off-site physical business books, documents, records, files databases and reports relating to the Assets or the Business that are beneficial and useful to Buyer in continuing the Business (collectively, the “Off-Site Documents”), and to provide copies thereof to Buyer and its employees and agents from time to time upon request, for the greater of ten (10) years or any period required by any applicable Law.

Post-Closing Access and Cooperation. (a) Following Closing, the Buyer shall, and shall cause its employees, Affiliates, employees of its Affiliates and any successor, assignee or subsequent purchaser or owner of the Business or all or any portion of the Assets to to: (a) maintain the On-Site Documents for the greater of ten (10) years or any period required by any applicable Law.; and (b) Following Closing, cooperate with the Seller shall, (and the Seller shall cooperate with the Buyer and shall cause its employees, Affiliates, employees of its Affiliates and any successors and assigns, to maintain all off-site physical business books, documents, records, files databases and reports relating to the Assets or the Business that are beneficial and useful to the Buyer in continuing the Business (collectively, the “Off-Site Documents”), and to provide copies thereof to the Buyer and its employees and agents from time to time upon request, for the greater of ten (10) years or any period required by any applicable Law. (c) Each party agrees assigns to cooperate with the other party, and cause their respective employees, Affiliates, employees of its Affiliates and any successors and assigns to cooperate Buyer) in connection with the resolution of any ongoing or future litigation, regulatory matter, Tax filing, consumer complaint, or any other matter related to the operation of the Business prior to the Effective Time or for any matter arising after the Effective Time for which either party may be obligated to indemnify the other (“Post Closing Matters”). Such Cooperation will include, but is not limited to, (i) providing merchandise and services to resolve any such Post Closing Matter, and (ii) providing the Seller and its counsel, accountants and other authorized representatives, reasonable access to (1) the Business facilities during normal business hours, (2) all Documents for the purpose of review, extraction and photocopy, and (3) Business personnel for the purpose of interview and/or deposition. Each party The Buyer shall be entitled to reimbursement only for its actual out-of-pocket costs associated with providing the other party Seller assistance in accordance with this Agreement. For the avoidance of doubt, Section 5.24 shall govern the resolution of Burial Issues (as defined therein). (c) Following Closing, the Seller shall, and shall cause its employees, Affiliates, employees of its Affiliates and any successors and assigns, to maintain all off-site physical business books, documents, records, files databases and reports relating to the Assets or the Business that are beneficial and useful to the Buyer in continuing the Business (collectively, the “Off-Site Documents”), and to provide copies thereof to the Buyer and its employees and agents from time to time upon request, for the greater of ten (10) years or any period required by any applicable Law.

Post-Closing Access and Cooperation. Seller and Buyer each agrees to cooperate and to cause its respective employees, Affiliates, and employees of its Affiliates to cooperate, and to do all acts and things and to make, execute, and deliver such written instruments as shall be reasonably requested by either party to carry out the terms and provisions of this Agreement after executing this Agreement and after the Closing Date. This covenant shall survive the Closing and includes, but is not limited to, the following: (a) Following Closing, the Buyer shall, and shall cause its employees, Affiliates, employees of its Affiliates and any successor, assignee or subsequent purchaser or owner of the Business or all or any portion of the Assets to to: (1) maintain the On-Site Documents for the greater of ten (10) years or any period required by any applicable Law.; and (b2) Following Closing, cooperate with the Seller shall, (and the Seller shall cooperate with the Buyer and shall cause its employees, Affiliates, employees of its Affiliates and any successors and assigns, to maintain all off-site physical business books, documents, records, files databases and reports relating to the Assets or the Business that are beneficial and useful to the Buyer in continuing the Business (collectively, the “Off-Site Documents”), and to provide copies thereof to the Buyer and its employees and agents from time to time upon request, for the greater of ten (10) years or any period required by any applicable Law. (c) Each party agrees assigns to cooperate with the other party, and cause their respective employees, Affiliates, employees of its Affiliates and any successors and assigns to cooperate Buyer) in connection with the resolution of any ongoing or future litigation, regulatory matter, Tax filing, consumer complaint, or any other matter related to the operation of the Business prior to the Effective Time or for any matter arising after the Effective Time for which either party may be obligated to indemnify the other (“Post Closing Matters”). Such Cooperation will include, but is not limited to, (i) providing merchandise and services to resolve any such Post Closing Matter, and (ii) providing the Seller and its counsel, accountants and other authorized representatives, reasonable access to (1) the Business facilities during normal business hours, (2) all Documents for the purpose of review, extraction and photocopy, and (3) Business personnel for the purpose of interview and/or deposition. Each party The Buyer shall be entitled to reimbursement only for its actual out-of-pocket costs associated with providing the other party Seller assistance in accordance with this Agreement. For the avoidance of doubt, Section 5.24 shall govern the resolution of Burial Issues (as defined therein). (b) Following Closing, the Seller shall, and shall cause its employees, Affiliates, employees of its Affiliates and any successors and assigns, to: (1) maintain all off-site physical business books, documents, records, files databases and reports relating to the Assets or the Business that are beneficial and useful to the Buyer in continuing the Business (collectively, the “Off-Site Documents”), and to provide copies thereof to the Buyer and its employees and agents from time to time upon request, for the greater of ten (10) years or any period required by any applicable Law; and (2) cooperate with the Buyer (and the Buyer shall cooperate with the Seller and shall cause its employees, Affiliates, employees of its Affiliates and any successors and assigns to cooperate with the Seller) in connection with the resolution of any matter arising after the Effective Time involving a Retained Liability. Such Cooperation will include, but is not limited to, providing the Buyer and its counsel, accountants and other authorized representatives, reasonable access to Off-Site Documents for the purpose of review, extraction and photocopy. The Seller shall be entitled to reimbursement only for its actual out-of-pocket costs associated with providing the Buyer assistance in accordance with this Section 5.7.

Post-Closing Access and Cooperation. (a) Following Closing, the Buyer shall, and shall cause its employees, Affiliates, employees of its Affiliates and any successor, assignee or subsequent purchaser or owner of the Business or all or any portion of the Assets to to: (a) maintain the On-Site Documents for the greater of ten (10) years or any period required by any applicable Law.; and (b) Following Closing, the cooperate with Seller shall, (and Seller shall cooperate with Buyer and shall cause its employees, Affiliates, employees of its Affiliates and any successors and assigns, to maintain all off-site physical business books, documents, records, files databases and reports relating to the Assets or the Business that are beneficial and useful to the Buyer in continuing the Business (collectively, the “Off-Site Documents”), and to provide copies thereof to the Buyer and its employees and agents from time to time upon request, for the greater of ten (10) years or any period required by any applicable Law. (c) Each party agrees assigns to cooperate with the other party, and cause their respective employees, Affiliates, employees of its Affiliates and any successors and assigns to cooperate Buyer) in connection with the resolution of any ongoing or future litigation, regulatory matter, Tax filing, consumer complaint, or any other matter related to the operation of the Business prior to the Effective Time or for any matter arising after the Effective Time for which either party may be obligated to indemnify the other (“Post Closing Matters”). Such Cooperation cooperation will include, but is not limited to, (i) providing merchandise and services to resolve any such Post Closing Matter, and (ii) providing the Seller and its counsel, accountants and other authorized representatives, reasonable access to (1) the Business facilities during normal business hours, (2) all Documents for the purpose of review, extraction and photocopy, and (3) Business personnel for the purpose of interview and/or deposition. Each party Buyer shall be entitled to reimbursement only for its actual out-of-pocket costs associated with providing the other party Seller assistance in accordance with this Agreement. For the avoidance of doubt, Section 5.24 shall govern the resolution of Burial Issues (as defined therein). (c) Following Closing, Seller shall, and shall cause its employees, Affiliates, employees of its Affiliates and any successors and assigns, to maintain all off-site physical business books, documents, records, files databases and reports relating to the Assets or the Business that are beneficial and useful to Buyer in continuing the Business (collectively, the “Off-Site Documents”), and to provide copies thereof to Buyer and its employees and agents from time to time upon request, for the greater of ten (10) years or any period required by any applicable Law.