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 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. (i) From and after the Closing, Buyer will shall make or cause to be made available to Seller and its agents and employees all books, records, Tax Returns records and documents of Buyer and its Affiliates relating to the Company Group Business (and the assistance of Buyer's and its Affiliates' employees responsible for such books, records and documents or whose participation that Seller determines is otherwise reasonably necessary or desirable in connection therewithdocuments) during regular business hours, upon reasonable notice hours as may be reasonably necessary for (iw) preparing Tax Returns and financial statements and responding to Tax Audits covering operations and transactions at or prior to the Closing Date, (x) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Actionlegal action, suit, investigation or other proceeding pending, threatened or anticipated by or against Seller or any of its Affiliates or any of their properties, officers, directors or employees (or for which Seller or any of its Affiliates has any obligations) before any court, arbitrator or Governmental Authority, (iiy) preparing reports to stockholders and Government Governmental Authorities or (iiiz) 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 shall not unreasonably interfere with the normal operations of Buyer and its Affiliates and the Company Groupreasonable out-of-pocket expenses of Buyer incurred in connection therewith shall be paid by Seller. Buyer will cause the Company Group to shall maintain and preserve all such Tax Returns, books, records and other documents for the greater of (Aa) seven six years after the Closing Date or (Bb) 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 6.7extended.

Post-Closing Access; Preservation of Records. (a) From and after the Closing, Buyer will make and its Affiliates shall make, or cause to be made made, available to Seller (for the purpose of examining and copying) all books, records, Books and Records and Tax Returns and documents of or to the extent relating to the Company Group or its business for the period (or any portions thereof) ending on or prior to the Closing Date (and the assistance reasonable cooperation of employees responsible for such books, records Books and documents or whose participation that Seller determines is otherwise reasonably necessary or desirable in connection therewithRecords and Tax Returns) during regular business hours, upon reasonable notice hours as may be reasonably necessary for (i) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any ActionAction (other than, without limiting any right to discovery, any Action between Seller or any of its Affiliates, on the one hand, and Buyer and any of its Affiliates, on the other hand, with respect to this Agreement or the transactions contemplated hereby), or (ii) preparing and delivering reports to stockholders direct and Government Authorities or (iii) such indirect limited partners, shareholders and prospective limited partners and other purposes for which access to such documents is believed by Seller to be reasonably necessary, including preparing investors 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 booksBooks and Records, records, documents Tax Returns and employees will shall not unduly interfere with the normal operations of Buyer, its Affiliates, the Company Groupand the reasonable out-of-pocket expenses of Buyer, its Affiliates and the Company incurred in connection therewith shall be paid by Seller. Buyer will shall cause the Company Group to maintain and preserve all such Tax Returns, books, records Returns and Books and Records and other documents in accordance with the bona fide recordkeeping policies of Buyer or the Company for the greater of (A) seven (7) years after the Closing Date or 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 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 6.7extended.