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

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. (a) From and after the Closing, Buyer and its Affiliates shall make, will make or cause to be made, made available to Seller the Members and their Representatives all books, records, Tax Returns records and documents of the Company Entities Acquired Companies (and the assistance of Buyer’s and its Affiliates’ (including the Acquired Companies) employees responsible for such books, records and documents) during regular business hours as may be reasonably necessary for (i) preparing Tax Returns and financial statements and preparing for or responding to Tax audits covering operations and transactions at or prior to the Effective Time, (ii) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Action, (iiiii) preparing reports to equityholders and Governmental Authorities stockholders, members or Government Entities, (iv) obtaining or seeking to obtain any refund or credit relating to the Acquired Companies for any Pre-Closing Tax Period or (iiiv) such other purposes for which access to such documents is determined believed by Seller any of the Members 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 will not unreasonably interfere with the normal operations of Buyer, Buyer and its Affiliates, or the Company Entities Affiliates and the reasonable out-of-pocket expenses of Buyer, Buyer and its Affiliates and the Company Entities incurred in connection therewith shall will be paid by SellerSellers. Buyer shall cause each Company Entity to will maintain and preserve or cause to be maintained and preserved all such Tax Returns, books, records and other documents for the greater of (A) three (3) seven years after the Closing Date and 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 extended. At the end of such period, Buyer shall provide Sellers with at least thirty calendar days prior written notice before destroying any such periodbooks and records, during which period Sellers can elect to take possession of such books and records.

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, and other documents (excluding Tax Returns Returns, schedules, workpapers and other records or documents relating to Taxes) of the Company Entities (and the assistance of employees responsible for such books, records and documents) during regular business hours and upon reasonable advanced 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 equityholders and Governmental Authorities or (iii) such other purposes for which access to such documents is determined by Seller to be reasonably necessarynecessary for any legitimate business purpose, 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, 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 the 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 period required by Buyer’s document retention policy and (B) any applicable statutory or regulatory retention period, as the same may be extended and, in each case, shall offer case as in effect from time to transfer such records to Seller at the end of any such periodtime.

Post-Closing Access; Preservation of Records. (a) From and after After the Closing, Buyer and its Affiliates shall make, or cause to be made, available to Seller or any of its Representatives 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 required, at Seller’s reasonable discretion, for (ia) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Action, (iib) preparing reports to equityholders equity holders and Governmental Authorities Authorities, or (iiic) such other purposes for which access to such documents is determined by Seller to be reasonably necessaryrequired, 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 materially 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 seven (A) three (37) 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.