Post-Closing Access; Preservation of Records. (a) From and after the Closing, Buyers and their Affiliates shall (i) make or cause to be made available to Sellers all books, records, Tax Returns and documents of the Company Entities (and the assistance of employees responsible for such books, records and documents) during regular business hours as may be reasonably necessary for (A) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Action, (B) preparing reports to stockholders and Government Authorities or (C) such other purposes for which access to such documents is determined by Sellers to be reasonably necessary, including preparing and delivering any accounting or other statement provided for under this Agreement or otherwise, preparing Tax Returns, pursuing Tax refunds or responding to or disputing any Tax audit, or the determination of any matter relating to the rights and obligations of Sellers or any of their Affiliates under any Transaction Documents (including relating to any Retained Assets or Retained Liabilities) and (ii) use commercially reasonable efforts to facilitate, and not impede or prevent, access to the financing counterparties for any Indebtedness of the Company Entities to the extent reasonably necessary to pursue recovery of any Cash Grant Proceeds; provided, however, that access to such books, records, documents and employees shall not interfere with the normal operations of Buyers, their Affiliates or the Company Entities and the reasonable out-of-pocket expenses of the Buyers, their Affiliates and the Company Entities incurred in connection therewith shall be paid by Sellers; provided, further, that, notwithstanding anything herein to the contrary, Buyers and their Affiliates shall be obligated to provide Sellers and their Affiliates with all books, records and other documents relating to the Retained Assets and Retained Liabilities, including copies of all Cash Grant Correspondence and Cash Grant Reports (or, to the extent any such books, records or other documents contain information other than information relating to Retained Assets or Retained Liabilities, copies thereof). Buyers shall cause each Company Entity to maintain and preserve all such Tax Returns, books, records and other documents for the greater of (A) ten (10) years after the Closing Date and (B) any applicable statutory or regulatory retention period, as the same may be extended and, in each case, shall offer to transfer such records to Sellers at the end of ...
Post-Closing Access; Preservation of Records. From and after the Effective Time (a) upon reasonable written notice, IP and the Surviving Corporation will make or cause to be made available to the other Parties, as applicable, and their respective Representatives during regular business hours all information and assistance as is necessary for any reasonable business purpose relating to the Spinco Business, including, financial reporting and accounting matters and in connection with any disclosure obligation or the defense of any Action, and (b) upon reasonable written notice, IP shall (provided the Surviving Corporation reimburses IP for any reasonable out-of-pockets cost) use reasonable best efforts to provide, and shall cause its Affiliates and their respective Representatives to provide, all required financial statement information for any period prior to the Closing Date, in form reasonably requested by the Surviving Corporation, in connection with any financial reporting requirements which the Surviving Corporation or any of its Affiliates is or may subsequently become subject to, including without limitation, comparative interim financial statements for each of the completed quarters prior to the Closing Date and the partial quarter ending on the Closing Date reviewed by IP’s independent accountant and required financial information supporting any SEC filing, including selected historical financial data, MD&A, guarantor and non-guarantor footnote presentation and segment reporting. Each of IP and the Surviving Corporation shall, and shall cause each of their respective Subsidiaries, successors and assigns to, retain, maintain and preserve all such books, records and other documents (including personnel files) that relate to the Spinco Business for periods prior to the Closing Date for the greater of (i) five years after the Closing Date and (ii) any applicable statutory or regulatory retention period, as the same may be extended and, in each case, shall offer to transfer such records to the other Party at the end of any such period by providing the other Party with not less than 20 days’ written notice of its intention to destroy or dispose of such records so that such other Party may exercise its rights to obtain such records within such 20 day period. Notwithstanding anything in this Agreement to the contrary, information provision and record retention relating to Tax matters shall be exclusively governed by the Tax Matters Agreement and, to the extent applicable, the Distribution Agreement and...
Post-Closing Access; Preservation of Records. From and after the Closing, Buyer will make or cause to be made available to Seller all books, records, Tax Returns and documents of the Company Group (and the assistance of employees responsible for such books, records and documents) during regular business hours as may be reasonably necessary for (a) investigating, settling, preparing for the defense or prosecution of or defending or prosecuting any Action, (b) preparing reports to stockholders and Governmental Authorities or (c) such other purposes for which access to such documents is believed by Seller to be reasonably necessary, including preparing and delivering any accounting or other statement provided for under this Agreement or otherwise, preparing Tax Returns or responding to or disputing any Tax audit; provided, however, that access to such books, records, documents and employees will not interfere with the normal operations of the Company Group and the reasonable out-of-pocket expenses of the Company Group incurred in connection therewith will be paid by Seller. Buyer will cause the Company Group to maintain and preserve all such Tax Returns, books, records and other documents for the greater of (i) seven (7) years after the Closing Date or (ii) any applicable statutory or regulatory retention period, as the same may be extended and, in each case, shall offer to transfer such records to Seller at the end of any such period.
Post-Closing Access; Preservation of Records. (a) From and after the Closing, Buyer and its Affiliates shall make, or cause to be made, available to Seller all books, records, Tax Returns and documents of the Company Entities (and the assistance of employees responsible for such books, records and documents) during regular business hours as may be reasonably necessary for (i) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Action, (ii) preparing reports to equityholders and Governmental Authorities or (iii) such other purposes for which access to such documents is determined by Seller to be reasonably necessary, including preparing and delivering any accounting or other statement provided for under this Agreement or otherwise, preparing Tax Returns, pursuing Tax refunds or responding to or disputing any Tax audit, or the determination of any matter relating to the rights and obligations of Seller or any of its Affiliates under any Transaction Documents; provided, however, that access to such books, records, documents and employees shall not interfere with the normal operations of Buyer, its Affiliates, or the Company Entities and the reasonable out-of-pocket expenses of Buyer, its Affiliates and the Company Entities incurred in connection therewith shall be paid by Seller. Buyer shall cause each Company Entity to maintain and preserve all such Tax Returns, books, records and other documents for the greater of (A) three (3) years after the Closing Date and (B) any applicable statutory or regulatory retention period, as the same may be extended and, in each case, shall offer to transfer such records to Seller at the end of any such period.
Post-Closing Access; Preservation of Records. For a period of five (5) years after the Closing and to the extent consistent with all applicable Laws, Surviving Pubco will make or cause to be made available to the Holder Representative all books, records and documents of the Company and each of its Subsidiaries (and the assistance of employees responsible for such books, records and documents) during regular business hours as may be reasonably necessary solely for (a) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Action involving any Holder (other than any Action against Surviving Pubco or any of its Affiliates, including the Company and its Subsidiaries, that relates to the subject matter hereof), or (b) preparing and delivering any accounting or other statement provided for under this Agreement; provided, however, that access to such books, records, documents and employees shall (i) be conducted in a manner reasonably calculated to minimize disruptions with the normal operation of the Company and its Subsidiaries and the reasonable out-of-pocket expenses of the Company and its Subsidiaries incurred in connection therewith will be paid by the Holder Representative and (ii) be permitted only to the extent it does not violate any obligation of confidentiality or jeopardize attorney-client privilege.
Post-Closing Access; Preservation of Records. From and after the Closing and to the extent consistent with all applicable Laws, Monocle will make or cause to be made available to the Holder Representative all books, records and documents of the Company and each of its Subsidiaries (and the assistance of employees responsible for such books, records and documents) during regular business hours as may be reasonably necessary solely for (a) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Action involving stockholders of the Company (other than any Action against Monocle or any of its Affiliates, including the Company and its Subsidiaries, that relates to the subject matter hereof), or (b) preparing and delivering any accounting or other statement provided for under this Agreement; provided, however, that access to such books, records, documents and employees shall be conducted in a manner reasonably calculated to minimize disruptions with the normal operation of the Company and its Subsidiaries and the reasonable out-of-pocket expenses of the Company and its Subsidiaries incurred in connection therewith will be paid by the Holder Representative. Monocle will cause the Company and each of its Subsidiaries to maintain and preserve all such books, records and other documents for any applicable statutory or regulatory retention period, as the same may be extended and, in each case, shall offer to transfer such records to the Holder Representative at the end of any such period.
Post-Closing Access; Preservation of Records. From and after the Closing, Buyer will make or cause to be made available to Seller all books, records, Tax Returns and documents of the Company Group (and the assistance of employees responsible for such books, records and documents or whose participation that Seller determines is otherwise reasonably necessary or desirable in connection therewith) during regular business hours, upon reasonable notice as may be reasonably necessary for (i) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Action, (ii) preparing reports to stockholders and Government Authorities or (iii) such other purposes for which access to such documents is believed by Seller to be reasonably necessary, including preparing and delivering any accounting or other statement provided for under this Agreement or otherwise, preparing Tax Returns or responding to or disputing any Tax audit; provided, however, that access to such books, records, documents and employees will not interfere with the normal operations of the Company Group. Buyer will cause the Company Group to maintain and preserve all such Tax Returns, books, records and other documents for the greater of (A) seven years after the Closing Date or (B) any applicable statutory or regulatory retention period, as the same may be extended and, in each case, shall offer to transfer such records to Seller at the end of any such period by providing Seller with not less than twenty (20) days written notice of Buyer’s intention to destroy or dispose of such records so that Seller may exercise its rights to obtain such records within such twenty (20) day period. Seller shall be responsible for all out of pocket costs and expenses reasonably incurred by any member of the Company Group in connection with complying with the terms of this Section 6.7. The proviso in the penultimate sentence of Section 6.5 and the final sentence of Section 6.5 shall be equally applicable to this Section 6.7.
Post-Closing Access; Preservation of Records. From and after the Closing, Buyer will cooperate in good faith with the holders of Units and the holders of Phantom Units in respect of Tax matters (including Actions with respect to Taxes); provided, however, that such cooperation shall not interfere with the normal operations of the Surviving Company Group and the reasonable out-of-pocket expenses of the Surviving Company Group incurred in connection therewith will be paid by such holder of Units or Phantom Units. Buyer will cause the Surviving Company Group to maintain and preserve all Tax Returns, books, records and other documents that are reasonably necessary for such cooperation for the lesser of (i) seven (7) years after the Closing Date and (ii) any applicable statutory or regulatory retention period, as the same may be extended.
Post-Closing Access; Preservation of Records. From and after the Closing, upon reasonable request of Seller, Buyer will make or cause to be made available (including for the purpose of copying) to Seller during regular business hours such books, records, Tax Returns and documents of the Project Company pertaining to the period prior to Closing as may be reasonably necessary for Seller to obtain. Buyer will cause the Project Company to maintain and preserve all such pre-Closing Tax Returns, books, records and other documents for the greater of (i) six (6) years after the date of Closing or (ii) any applicable statutory or regulatory retention period, as the same may be extended and, in each case, if Buyer does not intend to retain such records, shall offer to transfer such records to Seller at the end of any such period at Seller’s cost.
Post-Closing Access; Preservation of Records. (i) From and after the Closing, Buyer shall make or cause to be made available to Seller and its agents and employees all books, records and documents of Buyer and its subsidiaries and affiliates relating to the Business (and the assistance of Buyer's and its subsidiaries' and affiliates' employees responsible for such books, records and documents) during regular business hours as may be reasonably necessary for (A) preparing tax returns and financial statements and responding to tax audits covering operations and transactions at or prior to the Closing Date, (B) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any legal action, suit, investigation or other proceeding pending, threatened or anticipated by or against Seller or any of its subsidiaries or affiliates or any of their properties, officers, directors or employees (or for which Seller or any of its subsidiaries or affiliates has any obligations) before any court, arbitrator, governmental department, commission, board, bureau or agency, domestic or foreign, (C) preparing reports to stockholders and Governmental Authorities or (D) such other purposes for which access to such documents is believed by Seller to be reasonably
