Post-Closing Access to Books and Records. The Buyer shall, and shall cause its Affiliates (including the Target Entities) to, afford the Seller, its Affiliates and their respective Representatives, upon reasonable advance notice, reasonable access during normal business hours to books and records of the Target Entities pertaining to the operation of the business of the Business Group Companies prior to the Closing Date for a period of five years following the Closing Date to: (a) facilitate preparation for, or the prosecution, defense or disposition of, any Action (other than among the Parties or their Affiliates, it being understood that in such circumstances the applicable Legal Requirements regarding discovery shall apply); (b) prepare and file any Tax Return or election relating to ownership or transfer of the Transferred Interests, or to the Business Group Companies, or to any audit by any taxing authority of any such returns; and (c) prepare and file other documents required by any Governmental Authority (including as may be required by any securities exchange or pursuant to the Exchange Act). Prior to any such access or assistance, any Person receiving such access or assistance shall enter into a reasonable confidentiality agreement with the disclosing party (or one of its Affiliates) on terms and conditions reasonably acceptable to the applicable parties. Notwithstanding anything to the contrary in this Agreement, the Seller and its Representatives shall not be permitted to have access to: (i) any information in violation of applicable Legal Requirements; (ii) information that is subject to attorney-client privilege; (iii) information that a Target Entity is required to keep confidential pursuant to the terms of any Contract, or (iv) competitively sensitive information. The Buyer shall reasonably cooperate with the Seller in any reasonable arrangement proposed by the Seller that would allow access to any of the materials referred to in the clauses (i) through (iv) of the prior sentence and that do not violate or that would preserve, as applicable, Legal Requirements, privileges, or confidentiality obligations. The Buyer shall not, and shall cause its Affiliates (including the Target Entities) not to, destroy, alter, or dispose of any material books and records of the Target Entities relating to the matters set forth in the first sentence of this Section 6.9 for a period of six years following the Closing Date.
Post-Closing Access to Books and Records. Following the Closing, the Purchaser Parties and Sellers will afford each other, and their respective advisors, during normal business hours, reasonable access to, in the case of Sellers, the Excluded Books and Records, including those books and records related to the Excluded Liabilities and, in the case of each Purchaser Party, the Business Books and Records, including those books and records related to Assumed Liabilities or any of the Share Consideration, in its possession or control with respect to periods through the Closing and the right to make copies and extracts therefrom to the extent such access reasonably may be required by the requesting Party in connection with (a) the preparation of Tax Returns, (b) any Tax audit, Tax protest or other proceeding relating to Taxes, (c) compliance with the requirements of any Governmental Authority or business, legal or tax advisor, or (d) any actual or threatened Action; provided that this Section 4.5 shall not apply to any Actions in which the Parties or any of their respective Affiliates are adverse to each other.
Post-Closing Access to Books and Records. From and after the Closing, the Company and its accountants and other representatives will be given reasonable access upon reasonable notice to the books and records included in the Assets relating to the period prior to the Closing Date.
Post-Closing Access to Books and Records. For a period of twelve (12) months following the Closing, MSB and OTI will afford each other, and their respective advisors, during normal business hours, reasonable access to those portions of Shared Books and Records in its possession with respect to periods through the Closing and the right to make copies and extracts from such portions solely to the extent that such access may be reasonably required by the requesting Party in connection with the preparation of any Tax Returns, Tax audit, Tax protest or other Action relating to Taxes. Each Party shall be entitled to recover its out-of-pocket costs and expenses (including copying costs, and legal, and accounting expenses) incurred in providing such Shared Books and Records to the other Party.
Post-Closing Access to Books and Records. Buyer and Seller acknowledge that subsequent to Closing each Party may need access to books, records, information or documents in the control or possession of the other Party for such purposes as preparing Tax Returns, responding to audits and the prosecution or defense of third-party claims. After the Closing, to the extent permitted by Legal Requirements, Buyer and Seller shall cooperate fully, as and to the extent reasonably requested by each other, in connection with the filing of Tax Returns related to the Business or the Purchased Assets and any audit, litigation or other Proceeding with respect to such Taxes. In that regard, Buyer and Seller shall maintain such Tax information, Tax records, documents and information relating to the Business and the Purchased Assets for a period of six (6) years from the Closing Date and, upon reasonable written request, provide to such other Party such Tax information, Tax records, documents and information as are in the non-requesting Party’s possession or control and which are reasonably relevant to any such audit, litigation or other Proceeding or any other proper business purpose. Notwithstanding the foregoing, (i) no Party shall be obligated to provide any other Party with access to any books, records documents or other information (including personnel files) pursuant to this Section 6.2(c) where such access (A) would violate any Legal Requirement, or (B) could undermine or otherwise jeopardize attorney-client privilege or result in a conflict of interest; and (ii) this Section 6.2(c) shall not apply in the event of any pending or threatened Proceeding among the Parties, the Buyer Indemnified Parties or the Seller Indemnified Parties (in which case the applicable rules of discovery shall apply).
Post-Closing Access to Books and Records. For a period of five ---------------------------------------- years after the Closing Date, Buyer shall (subject to the last sentence of this Section 9.5) maintain all of the pre-Closing Books and Records. At all times during which Buyer maintains the Books and Records, Buyer shall provide Sellers and their representatives, during normal business hours and upon reasonable notice from Sellers, with reasonable access to such Books and Records. If, during the five years after the Closing Date, Buyer proposes to dispose of any Books and Records, Buyer shall provide Sellers with written notice and, if requested, shall deliver the same to Sellers at Sellers' expense.
Post-Closing Access to Books and Records. The parties agree that for a period beginning on the date the Property is conveyed by Seller to Purchaser until the earlier of the time the Property is transferred by Purchaser or the date that is six (6) years after the Closing Date, except as otherwise herein expressly provided, Seller and Bxxx Partners Inc., their successors and assigns and their representatives shall have reasonable access to all books, records and tenant files actually maintained and retained by Purchaser in its sole discretion as reasonably necessary to enable Bxxx Partners Inc. or Seller to (i) prepare and file any and all tax returns; (ii) respond to any and all written inquiries from a federal, state or local regulatory agency concerning the Property or a resident; (iii) respond to and conduct all federal, state, or local tax audits, or other tax determinations or proceedings directly relating to Seller's ownership or Bxxx Partner Inc.'s management of the Property, or (iv) respond to and defend any litigation or similar claims, all to the extent that such access may be reasonably necessary in connection with matters relating to the operations of Bxxx Partners Inc. or Seller prior to the Closing Date. Such access shall be afforded by Purchaser upon receipt of reasonable advance written notice and shall occur during normal business hours, subject to reasonable scheduling accommodations required by Purchaser. Bxxx Partners Inc. shall be solely responsible for any costs or expenses incurred by it pursuant to the exercise of the right of access. Nothing contained herein shall require Purchaser to maintain (or make available) the books, records and tenant files at any particular location. Purchaser shall have the right to make photocopies of all requested books, files and records and deliver such copies to Bxxx Partners Inc. at Bxxx Partners Inc.' s expense, in lieu of granting Bxxx Partners Inc. or Seller physical access to such books, records and files. Purchaser shall at all times retain the right to possession of the original books, records and files. Purchaser shall have the right to dispose of any of such books, records or files prior to the expiration of such six-year period in accordance with Purchaser's document retention policies, as the same may be modified at any time and from time to time.
Post-Closing Access to Books and Records. (a) After the Closing, upon the written request of the Company, GES shall provide to the Company, during normal business hours, access to the books and records, files, papers and documents of GES that are related to the Business. To the extent that the Company requires copies of such books and records, files, papers and documents, GES shall provide the Company with such copies at the Company’s sole expense.
(b) After the Closing, upon the written request of GES, the Company shall provide to GES, during normal business hours, access to the books and records, files, papers and documents of the Company that are related to the Business. To the extent that GES requires copies of such books and records, files, papers and documents, the Company shall provide GES with such copies at GES’s sole expense.
(c) The covenants set forth in this Section 9.12 shall survive the Closing indefinitely
Post-Closing Access to Books and Records. For a period of one year from and after Closing, the Buyer and the Sellers will afford each other, and their respective advisors, during normal business hours, reasonable access to the Books and Records, and Excluded Books and Records, in its possession with respect to periods through the Closing and the right to make copies and extracts therefrom to the extent that such access may be reasonably required by the requesting party, including without limitation in connection with (i) the preparation of Tax Returns or financial statements, (ii) any Tax audit, Tax protest or other proceeding relating to Taxes, (iii) the determination or enforcement of rights and obligations under this Agreement or the transactions contemplated hereby, (iv) compliance with the requirements of any Governmental Authority, (v) any actual or threatened lawsuit, legal proceeding, administrative enforcement proceeding or arbitration before any Governmental Authority or (v) for purposes of determining and/or verifying the amounts payable pursuant to Section 2.4.
Post-Closing Access to Books and Records. For a period of six (6) years after the Closing Date, Purchaser shall make available to Seller all books and records of Seller which Purchaser acquired pursuant to this Agreement during normal business hours for copy (at Seller’s expense), examination and review for any tax related, regulatory or litigation purposes; provided, however, that Seller shall pay Purchaser for any costs incurred by Purchaser in connection therewith, and that such examination shall not unduly interfere with the operation of Purchaser’s business; and further provided, that all such books and records shall be used only for the purpose set forth above.
