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

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, the Buyer will make or cause to be made available to Seller the Sellers all books, records, Tax Returns and documents of the Company Group (and the reasonable assistance of employees responsible for such books, records and documents) during regular business hours as may be reasonably necessary for (ai) investigating, settling, preparing for the defense or prosecution of or of, defending or prosecuting any Action, including any Action that is part of a Third Party Claim, (bii) preparing reports to stockholders partners and Governmental Authorities or (ciii) such other purposes for which access to such documents is reasonably believed by Seller the Sellers to be reasonably necessary, including preparing and delivering any accounting or other statement provided for under this Agreement or otherwiseAgreement, preparing Tax Returns or responding to or disputing any Tax audit; provided, however, that access to such books, records, Tax Returns, 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 Sellerthe Sellers. The Buyer will cause the Company Group to maintain and preserve all such Tax Returns, books, records and other documents for the greater of (iA) seven (7) years after the Closing Date or (iiB) 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 the Sellers at the Sellers’ own cost and expense at the end of any such period by providing the Sellers with not less than twenty days’ written notice of the Buyer’s intention to destroy or dispose of such records with the Sellers to exercise their rights to obtain such records within such twenty-day period.

Post-Closing Access; Preservation of Records. From and after the ClosingClosing and to the extent consistent with all applicable Laws, Buyer Acquiror will make or cause to be made available to the Seller all books, records, Tax Returns records and documents of the Company Group and each of the Company Subsidiaries (and the assistance of employees responsible for such books, records and documents) during regular business hours as may be reasonably necessary for (ai) investigating, settling, preparing for the defense or prosecution of or of, defending or prosecuting any Action, (bii) preparing reports to stockholders and Governmental Authorities or (ciii) such other purposes for which access to such documents is believed by the 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 materially interfere with the normal operations of the Company Group and the Company Subsidiaries and the reasonable out-of-pocket expenses of the Company Group and the Company Subsidiaries incurred in connection therewith will be paid by the Seller. Buyer Acquiror will cause the Company Group and each of the Company Subsidiaries 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 the Seller 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 Sellers all books, records, Tax Returns and documents of the Company Group (and the assistance of employees responsible for such books, records and documentsdocuments or whose participation that Sellers determine is otherwise necessary or desirable in connection therewith) during regular business hours as may be reasonably necessary for (a) investigating, settling, preparing for the defense or prosecution of or of, defending or prosecuting any Action, (b) preparing reports to stockholders and Governmental Government Authorities or (c) such other purposes for which access to such documents is believed by Seller Sellers 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 SellerSellers. Buyer will cause the Company Group to maintain and preserve all such Tax Returns, books, records and other documents for the greater longer of (ix) seven (7) years after the Closing Date or (iiy) 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 periodextended.

Post-Closing Access; Preservation of Records. From and after the ClosingClosing and to the extent consistent with all applicable Laws, Buyer Acquiror will make or cause to be made available to the Seller all books, records, Tax Returns records and documents of the Company Group and each of the Company Subsidiaries (and the assistance of employees responsible for such books, records and documents) during regular business hours as may be reasonably necessary for (ai) investigating, settling, preparing for the defense or prosecution of or of, defending or prosecuting any Action, (bii) preparing reports to stockholders and Governmental Authorities or (ciii) such other purposes for which access to such documents is believed by the 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 materially interfere with the normal operations of the Company Group and the Company Subsidiaries and the reasonable out-of-pocket expenses of the Company Group and the Company Subsidiaries incurred in connection therewith will be paid by the Seller. Buyer Acquiror will cause the Company Group and each of the Company Subsidiaries 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 41 or regulatory retention period, as the same may be extended and, in each case, shall offer to transfer such records to the Seller at the end of any such period.

Post-Closing Access; Preservation of Records. From and after the ClosingClosing and to the extent consistent with all applicable Laws, Buyer Purchaser will make or cause to be made available to Seller the Seller, the Holders’ Representative and the Holders all books, records, Tax Returns records 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 (ai) investigating, settling, preparing for the defense or prosecution of or of, defending or prosecuting any Action, (bii) preparing reports to stockholders and Governmental Authorities or (ciii) such other purposes for which access to such documents is believed by Seller the Seller, the Holders’ Representative and/or the Holders 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 materially 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 the Seller, the Holders’ Representative and/or the Holders, as the case may be. Buyer Purchaser 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 the Seller, the Holders’ Representative and/or the Holders 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 the Principal Stockholders, subject to reasonably and appropriate confidentiality protections, all books, records, Tax Returns and documents of the Company Group (and the reasonable assistance of employees responsible for such books, records and documents) during regular business hours and with reasonable advance notice 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 such stockholders of the Company to be reasonably necessary, including preparing and delivering any accounting or other statement provided for under this Agreement or otherwise, preparing Tax Returns otherwise 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 Surviving Corporate Group and the reasonable out-of-pocket expenses of the Company Surviving Corporate Group incurred in connection therewith will be paid by Sellersuch shareholders of the Company. Buyer will use commercially reasonable efforts to cause the Company Surviving Corporate 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.extended. 45