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

Post-Closing Access; Preservation of Records. From and after the Closing and to the extent consistent with all applicable Laws, Acquiror will make or cause to be made available to the Seller all books, records and documents of the Company 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 (i) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Action, (ii) preparing reports to stockholders and Governmental Authorities or (iii) 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; provided, however, that access to such books, records, documents and employees will not materially interfere with the normal operations of the Company and the Company Subsidiaries and the reasonable out-of-pocket expenses of the Company and the Company Subsidiaries incurred in connection therewith will be paid by the Seller. Acquiror will cause the Company and each of the Company 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 Seller at the end of any such period.

Post-Closing Access; Preservation of Records. From and after the Closing and to the extent consistent with all applicable LawsClosing, Acquiror Buyer will make or cause to be made available to the Seller Sellers all books, records records, Tax Returns and documents of the Company and each of the Company Subsidiaries 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 (ia) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Action, (iib) preparing reports to stockholders and Governmental Government Authorities or (iiic) such other purposes for which access to such documents is believed by the 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 materially interfere with the normal operations of the Company and the Company Subsidiaries Group and the reasonable out-of-pocket expenses of the Company and the Company Subsidiaries Group incurred in connection therewith will be paid by the SellerSellers. Acquiror Buyer will cause the Company and each of the Company Subsidiaries Group to maintain and preserve all such Tax Returns, books, records and other documents for the longer of (x) seven years after the Closing Date or (y) 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 periodextended.

Post-Closing Access; Preservation of Records. From and after the Closing and to the extent consistent with all applicable Laws, Acquiror Purchaser will make or cause to be made available to the Seller Seller, the Holders’ Representative and the Holders all books, records and documents of the Company 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 (i) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Action, (ii) preparing reports to stockholders and Governmental Authorities or (iii) such other purposes for which access to such documents is believed by the Seller 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; provided, however, that access to such books, records, documents and employees will not materially interfere with the normal operations of the Company and the Company Subsidiaries and the reasonable out-of-pocket expenses of the Company and the Company Subsidiaries incurred in connection therewith will be paid by the Seller, the Holders’ Representative and/or the Holders, as the case may be. Acquiror Purchaser will cause the Company and each of the Company 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 Seller Seller, the Holders’ Representative and/or the Holders at the end of any such period.