Common use of Post-Closing Access; Preservation of Records Clause in Contracts

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 the Tax Receivable Agreement, and not this Agreement.

Post-Closing Access; Preservation of Records. From and after the Effective Time Closing (a) upon reasonable written notice, IP Transferor and the Surviving Corporation Parent will make or cause to be made available to the other Partiesother, 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 Transferred Business, including, including financial reporting and accounting matters and in connection with any disclosure obligation or the defense of any Action, Action and (b) upon reasonable written notice, IP Transferor shall (provided the Surviving Corporation Parent reimburses IP Transferor for any reasonable out-of-pockets costpocket costs) 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 CorporationParent, in connection with any financial reporting requirements which the Surviving Corporation Parent 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 IPTransferor’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 Transferor and the Surviving Corporation Parent 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 Transferred 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 party at the end of any such period by providing the other Party party with not less than 20 days’ written notice of its intention to destroy or dispose of such records so that such other Party 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 the Tax Receivable Agreement, and not this Agreement.

Post-Closing Access; Preservation of Records. From For a period of six (6) years from and after the Effective Time (a) upon reasonable written noticeClosing and subject to all applicable Laws, IP and the Surviving Corporation Acquiror will make or cause to be made available to the other PartiesHolder Representative (at the Holder Representative’s sole cost and expense) all books, as applicablerecords and documents of the Surviving Corporation and each of its Subsidiaries (and the assistance of employees responsible for such books, records and their respective Representatives documents) during regular business hours all information and assistance as is may be reasonably necessary for any reasonable business purpose relating to the Spinco Businesssole purposes of (a) investigating, includingsettling, financial reporting and accounting matters and in connection with any disclosure obligation or preparing for the defense of or prosecution of, defending or prosecuting any Action, and (b) upon reasonable written noticecompliance with applicable Law or (c) preparing and delivering any Tax Return or accounting or other statement provided for under this Agreement; provided, IP shall however, that (provided i) access to such books, records, documents and employees will not materially interfere with the normal operations of the Surviving Corporation reimburses IP for and its Subsidiaries, (ii) Acquiror shall not be required to provide such access or disclose any reasonable outinformation if doing so could (x) result in a waiver of attorney-of-pockets costclient privilege, work product doctrine or similar privilege, (y) use reasonable best efforts violate any Contract to providewhich any Acquiror, 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 their respective Subsidiaries is a party or may subsequently become subject to(z) violate any Law to which any of Acquiror, 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 or any of their respective Subsidiaries, successors Subsidiaries is subject and assigns to, retain, (iii) any reasonable and documented expenses of Acquiror or the Surviving Corporation and its Subsidiaries incurred in connection therewith will be paid by the Holder Representative. Acquiror will cause the Surviving Corporation and each of its Subsidiaries to maintain and preserve all such books, records and other documents for six (including personnel files6) that relate to the Spinco Business for periods prior to years following the Closing Date for the greater of (i) five years after the Closing Date and (ii) or, if longer, 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 the Tax Receivable Agreement, and not this Agreementextended.

Post-Closing Access; Preservation of Records. From For a period of 7 years from and after the Effective Time (a) upon reasonable written noticeClosing, IP and the Surviving Corporation Buyer will make or cause to be made available to Sellers all books, records, Tax Returns and documents of the other PartiesAcquired Companies (and the assistance of employees responsible for such books, as applicable, records and their respective Representatives documents or whose participation that Seller determine is otherwise necessary or desirable in connection therewith) during regular business hours all information and assistance as is may be reasonably necessary for (a) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any reasonable business purpose Action (other than any Action between a Seller, on the one hand, and Buyer, on the other hand), or (b) preparing financial statements, reports to shareholders and reports to and filings with Governmental Authorities, including preparing statutory reports or Tax Returns or responding to or disputing any Tax matter; provided, however, that access to such books, records, documents and employees will not interfere with the normal operations of the Acquired Companies and (in the case of records relating to the Spinco Business, including, financial reporting and accounting matters and in connection with any disclosure obligation or the defense of any ActionBusiness Employees) will at all times be permissible by applicable data privacy Laws, 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, pocket expenses of Buyer 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, Acquired Companies incurred in connection with any financial reporting requirements which therewith will be paid by Sellers. Buyer will cause 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 Acquired Companies 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 Tax Returns, 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 seven 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 Sellers at the end of any such seven-year period by providing the other Party Sellers with not less than 20 days’ Business Days written notice of its Buyer’s intention to destroy or dispose of such records so that such other Party may records, and Sellers shall exercise its rights to obtain such records (at Sellers’ sole cost and expense) within such 20 day Business Day period. Notwithstanding anything the foregoing, this Section 6.8 shall not require Buyer or any of its Affiliates to disclose any information that in this Agreement the reasonable, good faith judgment of Buyer would reasonably be expected to result in any violation of any Law to which Buyer or its Subsidiaries is a party or is subject or cause any privilege (including attorney-client privilege) which Buyer or any of its Subsidiaries would be entitled to assert to be undermined with respect to such information and such undermining of such privilege would in Buyer’s good faith judgment (after consultation with outside counsel) adversely affect in any material respect Buyer’s position in any pending or, what Buyer believes in good faith (after consultation with outside counsel) would reasonably be expected to be, future litigation; provided that, in such cases the contrary, Parties shall cooperate in seeking to find a way to allow disclosure of such information provision and record retention relating to Tax matters shall be exclusively governed (including by the Tax Matters Agreement and, entering into a joint-defense or similar agreement) to the extent applicabledoing so would not (in the good faith belief of Buyer) reasonably be likely to result in the violation of any such Law or reasonably be likely to cause such privilege to be undermined with respect to such information. CONFIDENTIAL TREATMENT REQUESTED BY XXXXXXXX AMERICAN INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, the Distribution Agreement and the Tax Receivable AgreementMARKED BY *****, and not this AgreementHAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Post-Closing Access; Preservation of Records. From and after the Effective Time Closing (a) upon reasonable written notice, IP Transferor and the Surviving Corporation Buyer will make or cause to be made available to the other Partiesother, 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 Transferred Business, including, including financial reporting and accounting matters and in connection with any disclosure obligation or the defense of any Action, Action and (b) upon reasonable written notice, IP Transferor shall (provided the Surviving Corporation Buyer reimburses IP Transferor for any reasonable out-of-pockets costpocket costs) use reasonable best efforts to provide, and shall cause its Affiliates Subsidiaries and their respective Representatives to provide, all required financial statement information for any period prior to the Closing Date, in a form reasonably requested by the Surviving CorporationXxxxx, in connection with any financial reporting requirements which the Surviving Corporation Buyer or any of its Affiliates is 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 IPTransferor’s independent accountant and required financial information supporting any SEC filingfiling with or furnishing information to the U.S. Securities and Exchange Commission, including selected historical financial data, MD&A, guarantor and non-guarantor footnote presentation and segment reporting. Each of IP Transferor and the Surviving Corporation Buyer 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 Transferred Business for periods prior to the Closing Date for the greater of (i) five (5) years after the Closing Date 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 party at the end of any such period by providing the other Party party with not less than 20 twenty (20) days’ written notice of its intention to destroy or dispose of such records so that such other Party party may exercise its rights to obtain such records within such 20 day twenty (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 the Tax Receivable Agreement, and not this Agreement.