Common use of Post-Closing Access to Books and Records Clause in Contracts

Post-Closing Access to Books and Records. Buyer agrees that all Books and Records delivered to Buyer by Seller pursuant to this Agreement shall be maintained open for inspection by Seller at any time during regular business hours upon reasonable notice for a period of four (4) years (or for such longer period as may be required by applicable Legal Requirements) following the Closing and that, during such period, Seller, at its expense, may make such copies thereof as it may reasonably desire. Seller agrees that any books and records, including without limitation, the Pre-2016 Accounting Records relating to the Assets and the Business and retained by Seller shall be maintained open for inspection by Buyer at any time during regular business hours for a period of four (4) years (or for such longer period as may be required by applicable Legal Requirements) following the Closing and that, during such period, Buyer, at its expense, may make such copies thereof as it may reasonably desire. Both Buyer and Seller shall reasonably cooperate with each other, and shall cause their accountants and advisors to reasonably cooperate in connection with any reasonable requests for copies (electronic or otherwise) to the pre-Closing books and records relating to the Assets or Business retained by such Party; provided that the requesting Party shall be responsible for any out of pocket costs incurred in fulfilling such a request. Seller acknowledges that Buyer is undergoing an audit that must be completed within 75 days after the Closing, and agrees to promptly provide copies of any books and records requested by Buyer’s auditors for the completion of this audit. Nothing contained in this Section 7.11 shall obligate any Party hereto to make available any books and records if to do so would violate the terms of any Contract or Legal Requirement to which it is a party or to which it or its assets are subject.

Post-Closing Access to Books and Records. Buyer agrees The parties agree that all Books and Records delivered to Buyer by Seller pursuant to this Agreement shall be maintained open for inspection by Seller at any time during regular business hours upon reasonable notice for a period beginning on the date the Property is conveyed by Seller to Purchaser until the earlier of four the time the Property is transferred by Purchaser or the date that is six (46) 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 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 for 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 longer period as may be required by applicable Legal Requirements) following 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 Closing right to possession of the original books, records and thatfiles. If Purchaser shall desire to dispose of any of the books, during records or files prior to the expiration of such six-year period, SellerPurchaser shall give Bxxx Partners Inc. at least thirty (30) days’ prior written notice of its intent to dispose of such books, records and file and shall allow Bxxx Partners Inc., at its expense, to segregate and remove such books, records and files as Bxxx Partners Inc. may make select prior to such copies thereof as it may reasonably desire. Seller agrees that any books and records, including without limitation, the Pre-2016 Accounting Records relating to the Assets and the Business and retained by Seller shall be maintained open for inspection by Buyer at any time during regular business hours for a period of four (4) years (or for such longer period as may be required by applicable Legal Requirements) following the Closing and that, during such period, Buyer, at its expense, may make such copies thereof as it may reasonably desire. Both Buyer and Seller shall reasonably cooperate with each other, and shall cause their accountants and advisors to reasonably cooperate in connection with any reasonable requests for copies (electronic or otherwise) to the pre-Closing books and records relating to the Assets or Business retained by such Party; provided that the requesting Party shall be responsible for any out of pocket costs incurred in fulfilling such a request. Seller acknowledges that Buyer is undergoing an audit that must be completed within 75 days after the Closing, and agrees to promptly provide copies of any books and records requested by Buyer’s auditors for the completion of this audit. Nothing contained in this Section 7.11 shall obligate any Party hereto to make available any books and records if to do so would violate the terms of any Contract or Legal Requirement to which it is a party or to which it or its assets are subjectdisposition.

Post-Closing Access to Books and Records. Buyer agrees that all Books and Records delivered to Buyer by Seller pursuant to this Agreement shall be maintained open for inspection by Seller at any time during regular business hours upon reasonable notice (a) After the Closing, for a period of four seven (47) years (or for such longer period as may be required by applicable Legal Requirements) following after the Closing Date, upon receipt of reasonable prior notice, each party agrees to provide, or cause to be provided, to each other, as soon as reasonably practicable after written request therefor and that, during such period, Seller, at its the requesting party’s sole expense, may make such copies thereof as it may reasonably desire. Seller agrees that reasonable access during normal business hours, to the other party’s employees (without substantial disruption of employment) and to any books and books, records, including without limitationdocuments, the Pre-2016 Accounting Records instruments, accounts, correspondence, writings, evidences of title and other papers relating to the Assets conduct of the businesses of the Company and Company Subsidiaries on or before the Closing Date (the “Books and Records”), to the extent reasonably available and in the possession or under the control of the other party that the requesting party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities Laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any other judicial, regulatory, administrative or other proceeding, or in order to satisfy Tax, audit, accounting, claims, regulatory, litigation or other similar requirements; provided, that, if Seller or any of its subsidiaries, on the one hand, and Purchaser or any of its affiliates (including the Company and the Business and retained by Seller Company Subsidiaries post-Closing), on the other hand, are adverse parties in a litigation, nothing herein shall be maintained open require either party to disclose any information within the scope, or related to the subject matter, of such litigation (iii) in connection with the filing of any Tax Return or election or any amended return or claim for inspection by Buyer at refund, determining a liability for Taxes or a right to a refund of Taxes or any time during regular business hours for a period of four Tax audit or other Tax Proceeding, (4iv) years to comply with its obligations under this Agreement or (or for such longer period as may be required by applicable Legal Requirementsv) following the Closing and that, during such period, Buyer, at its expense, may make such copies thereof as it may reasonably desire. Both Buyer and Seller shall reasonably cooperate with each other, and shall cause their accountants and advisors to reasonably cooperate in connection with any reasonable requests for copies (electronic or otherwise) other matter requiring access to any such employees, books, records, documents, files and correspondence of the other party, solely to the preextent necessary for Purchaser’s operation of the businesses of the Company and Company Subsidiaries after Closing or Seller’s operation of its other businesses, as the case may be; provided, however, that no party shall be required to provide access to or disclose information where such access or disclosure would violate any Law or agreement, or waive any attorney-Closing books client or other similar privilege, and records each party may redact information regarding itself or its subsidiaries or otherwise not relating to businesses of the Assets Company and Company Subsidiaries, and, in the event such provision of information could reasonably be expected to violate any Law or Business retained by agreement or waive any attorney-client or other similar privilege, the parties shall take all reasonable measures to permit the compliance with such Party; provided obligations in a manner that the requesting Party avoids any such harm or consequence, provided, further, Purchaser shall be responsible for any out of pocket costs incurred in fulfilling such a request. Seller acknowledges that Buyer is undergoing an audit that must be completed within 75 days after the Closing, and agrees have no obligations pursuant to promptly provide copies of any books and records requested by Buyer’s auditors for the completion of this audit. Nothing contained in this Section 7.11 shall obligate any Party hereto 7.12 following a sale by Purchaser of its ownership interest in the Company Shares (provided Purchaser has exercised commercially reasonable efforts to make available any books and records if cause the buyer of such Company Shares to do so would violate the terms of any Contract or Legal Requirement to which it is a party or to which it or its assets are subjectassume such obligations).

Post-Closing Access to Books and Records. The Buyer agrees that all Books shall, and Records delivered to Buyer by Seller pursuant to this Agreement shall be maintained open for inspection by Seller at any time cause its Affiliates (including the Target Entities) to, afford the Seller, its Affiliates and their respective Representatives, upon reasonable advance notice, reasonable access during regular normal business hours upon reasonable notice 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 four five years following the Closing Date to: (4a) years facilitate preparation for, or the prosecution, defense or disposition of, any Action (other than among the Parties or for their Affiliates, it being understood that in such longer period 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) following information that is subject to attorney-client privilege; (iii) information that a Target Entity is required to keep confidential pursuant to the Closing 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 thatthat do not violate or that would preserve, during such periodas applicable, SellerLegal Requirements, at privileges, or confidentiality obligations. The Buyer shall not, and shall cause its expenseAffiliates (including the Target Entities) not to, may make such copies thereof as it may reasonably desire. Seller agrees that destroy, alter, or dispose of any material books and records, including without limitation, records of the Pre-2016 Accounting Records Target Entities relating to the Assets and matters set forth in the Business and retained by Seller shall be maintained open for inspection by Buyer at any time during regular business hours first sentence of this Section 6.9 for a period of four (4) six years (or for such longer period as may be required by applicable Legal Requirements) following the Closing and that, during such period, Buyer, at its expense, may make such copies thereof as it may reasonably desire. Both Buyer and Seller shall reasonably cooperate with each other, and shall cause their accountants and advisors to reasonably cooperate in connection with any reasonable requests for copies (electronic or otherwise) to the pre-Closing books and records relating to the Assets or Business retained by such Party; provided that the requesting Party shall be responsible for any out of pocket costs incurred in fulfilling such a request. Seller acknowledges that Buyer is undergoing an audit that must be completed within 75 days after the Closing, and agrees to promptly provide copies of any books and records requested by Buyer’s auditors for the completion of this audit. Nothing contained in this Section 7.11 shall obligate any Party hereto to make available any books and records if to do so would violate the terms of any Contract or Legal Requirement to which it is a party or to which it or its assets are subjectDate.

Post-Closing Access to Books and Records. From and after the Closing, Buyer agrees shall (and shall cause its Affiliates to) provide Sellers’ Representative, its Affiliates and their Representatives reasonable access, during normal business hours, to the personnel, books and records of the Acquired Companies (and Buyer and its Affiliates (other than the Acquired Companies) to the extent relating to the Acquired Companies) for periods prior to the Closing as may be necessary for investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any audit or Proceeding by a Governmental Authority against any Seller; provided that such access does not unreasonably disrupt the personnel, or unreasonably interfere with the operations, of Buyer or the Acquired Companies, and Sellers’ Representative, its Affiliates and its and their respective Representatives shall use commercially reasonable efforts to conduct all communications with personnel and all on-site investigations in an expeditious manner; provided, further, that all Books and Records delivered such requests for access shall be directed to Buyer or such Representative of Buyer as Buyer may designate to Sellers’ Representative in writing from time to time, and a Representative of Buyer shall have the right to be present in the event that Sellers’ Representative, any of its Affiliates or any of its or their respective Affiliates, conducts any on-site investigations. Notwithstanding anything to the contrary in this Agreement, Buyer shall not be required by this Section 7.11 to provide such access to the extent that it (i) would reasonably be expected to jeopardize any attorney-client, attorney work-product protection or other legal privilege, (ii) would reasonably be expected to contravene any applicable Law, Contract, fiduciary duty or Permit of Buyer or any of its Affiliates (including any Acquired Company after the Closing), or (iii) is pertinent to any litigation in which Buyer or any of its Affiliates, on the one hand, and any Seller pursuant or any of its Affiliates, on the other hand, are adverse parties (without limiting any rights of any party to such litigation to discovery in connection therewith); provided, that, in the event that the restrictions in this Agreement sentence apply, Buyer shall provide or cause to be maintained open for inspection by Seller at provided to Sellers’ Representative a reasonably detailed description of the information not provided and (in the case of clause (i) or (ii) of this sentence) Buyer shall cooperate in good faith to design and implement alternative disclosure arrangements to enable Sellers’ Representative to evaluate any time during regular business hours upon reasonable notice such information without resulting in any forfeiture of attorney-client, attorney work-product protection or other legal privilege or violation of applicable Law, Contract, fiduciary duty or Permit. Buyer shall (and shall cause its Affiliates to), for a period of four (4) seven years (or for such longer period as may be required by applicable Legal Requirements) following the Closing Date, maintain and that, during such period, Seller, at its expense, may make such copies thereof as it may reasonably desire. Seller agrees that any preserve all books and records, including without limitation, records of the Pre-2016 Accounting Records Acquired Companies (and Buyer and its Affiliates (other than the Acquired Companies) to the extent relating to the Assets and the Business and retained by Seller shall be maintained open Acquired Companies) for inspection by Buyer at any time during regular business hours for a period of four (4) years (or for such longer period as may be required by applicable Legal Requirements) following the Closing and that, during such period, Buyer, at its expense, may make such copies thereof as it may reasonably desire. Both Buyer and Seller shall reasonably cooperate with each other, and shall cause their accountants and advisors to reasonably cooperate in connection with any reasonable requests for copies (electronic or otherwise) periods prior to the pre-Closing books and records relating to the Assets or Business retained by such Party; provided that the requesting Party shall be responsible for any out of pocket costs incurred in fulfilling such a request. Seller acknowledges that Buyer is undergoing an audit that must be completed within 75 days after the Closing, and agrees to promptly provide copies of any books and records requested by Buyer’s auditors for the completion of this audit. Nothing contained in this Section 7.11 shall obligate any Party hereto to make available any books and records if to do so would violate the terms of any Contract or Legal Requirement to which it is a party or to which it or its assets are subject.

Post-Closing Access to Books and Records. The Buyer agrees that all Books shall, and Records delivered to Buyer by Seller pursuant to this Agreement shall be maintained open for inspection by Seller at any time cause its Affiliates (including the Group Companies) to, afford the Sellers and their respective Representatives, upon reasonable advance notice, reasonable access during regular normal business hours upon reasonable notice to books and records of the Group Companies pertaining to the operation of the business of the Group Companies prior to the Closing for a period of four five (45) years following the Closing Date to: (a) facilitate preparation for, or for the prosecution, defense or disposition of, any Action (other than among the Parties or their Affiliates, it being understood that in such longer period 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 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 Sellers and their respective Representatives shall not be permitted to have access to: (a) any information in violation of applicable Legal Requirements, (b) following information that is subject to attorney-client privilege, (c) information that a Group Company is required to keep confidential pursuant to the Closing terms of any Contract, or (d) competitively sensitive information. Buyer shall reasonably cooperate with the Sellers in any reasonable arrangement proposed by a Seller that would allow access to any of the materials referred to in the clauses (a) through (d) of the prior sentence and thatthat do not violate or that would preserve, during such periodas applicable, SellerLegal Requirements, at privileges, or confidentiality obligations. The Buyer shall not, and shall cause its expenseAffiliates (including the Group Companies) not to, may make such copies thereof as it may reasonably desire. Seller agrees that destroy, alter, or dispose of any material books and records, including without limitation, records of the Pre-2016 Accounting Records Group Companies relating to the Assets and matters set forth in the Business and retained by Seller shall be maintained open for inspection by Buyer at any time during regular business hours first sentence of this Section 7.11 for a period of four five (45) years (or for such longer period as may be required by applicable Legal Requirements) following the Closing and that, during such period, Buyer, at its expense, may make such copies thereof as it may reasonably desire. Both Buyer and Seller shall reasonably cooperate with each other, and shall cause their accountants and advisors to reasonably cooperate in connection with any reasonable requests for copies (electronic or otherwise) to the pre-Closing books and records relating to the Assets or Business retained by such Party; provided that the requesting Party shall be responsible for any out of pocket costs incurred in fulfilling such a request. Seller acknowledges that Buyer is undergoing an audit that must be completed within 75 days after the Closing, and agrees to promptly provide copies of any books and records requested by Buyer’s auditors for the completion of this audit. Nothing contained in this Section 7.11 shall obligate any Party hereto to make available any books and records if to do so would violate the terms of any Contract or Legal Requirement to which it is a party or to which it or its assets are subjectDate.

Post-Closing Access to Books and Records. Buyer agrees The parties agree that all Books and Records delivered to Buyer 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 this Agreement 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 maintained open for inspection by Seller modified at any time during regular business hours upon reasonable notice for a period of four (4) years (or for such longer period as may be required by applicable Legal Requirements) following the Closing and that, during such period, Seller, at its expense, may make such copies thereof as it may reasonably desire. Seller agrees that any books and records, including without limitation, the Pre-2016 Accounting Records relating from time to the Assets and the Business and retained by Seller shall be maintained open for inspection by Buyer at any time during regular business hours for a period of four (4) years (or for such longer period as may be required by applicable Legal Requirements) following the Closing and that, during such period, Buyer, at its expense, may make such copies thereof as it may reasonably desire. Both Buyer and Seller shall reasonably cooperate with each other, and shall cause their accountants and advisors to reasonably cooperate in connection with any reasonable requests for copies (electronic or otherwise) to the pre-Closing books and records relating to the Assets or Business retained by such Party; provided that the requesting Party shall be responsible for any out of pocket costs incurred in fulfilling such a request. Seller acknowledges that Buyer is undergoing an audit that must be completed within 75 days after the Closing, and agrees to promptly provide copies of any books and records requested by Buyer’s auditors for the completion of this audit. Nothing contained in this Section 7.11 shall obligate any Party hereto to make available any books and records if to do so would violate the terms of any Contract or Legal Requirement to which it is a party or to which it or its assets are subjecttime.

Post-Closing Access to Books and Records. Following the Closing, Buyer agrees that all will, and will cause the Acquired Companies to, afford Seller, the Seller Affiliates, and their counsel and accountants, during normal business hours, reasonable access to, the Business Books and Records delivered with respect to Buyer by periods through the Closing (and after Closing to the extent such Business Books and Records contain information relevant to the Net Adjustment Amount or any other reasonable interest of Seller pursuant or the Seller Affiliates relating to this Agreement shall or any of the Ancillary Agreements or the transactions contemplated by this Agreement or any of the Ancillary Agreements) and the right to make copies and extracts from the Business Books and Records and access to and cooperation and assistance of the employees of the Acquired Companies to the extent that such access may be maintained open for inspection reasonably required by Seller at or any time during regular business hours upon Seller Affiliate in connection with (i) the preparation of Tax Returns, (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 any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, (iv) compliance with the requirements of any Governmental Authority, (v) any actual or threatened lawsuit, arbitration, investigation or other proceeding or (vi) any other reasonable notice purpose relating to this Agreement or any of the Ancillary Agreements, any obligations of a Party or any of its Affiliates under this Agreement or any of the Ancillary Agreements, or any of the transactions contemplated by this Agreement or any of the Ancillary Agreements. Buyer will not, and will cause the Acquired Companies to not, for a period ending the later of four ten (410) years (after the Effective Time or the expiration of the applicable statute of limitation as to the retention of records for such longer Tax purposes or the payment of Taxes by Seller or any Acquired Company with respect to any period as may be required by applicable Legal Requirements) following ending prior to the Closing Date, destroy or otherwise dispose of any of the Business Books and that, Records unless Buyer first offers in writing to surrender such Business Books and Records to Seller and Seller does not agree to take possession thereof during the thirty (30) day period after such period, offer is delivered to Seller, at its expense, may make such copies thereof as it may reasonably desire. Seller agrees that any books and records, including without limitation, the Pre-2016 Accounting Records relating Notwithstanding anything to the Assets and the Business and retained by Seller shall be maintained open for inspection by Buyer at any time during regular business hours for a period of four (4) years (or for such longer period as may be required by applicable Legal Requirements) following the Closing and that, during such period, Buyer, at its expense, may make such copies thereof as it may reasonably desire. Both Buyer and Seller shall reasonably cooperate with each other, and shall cause their accountants and advisors to reasonably cooperate in connection with any reasonable requests for copies (electronic or otherwise) to the pre-Closing books and records relating to the Assets or Business retained by such Party; provided that the requesting Party shall be responsible for any out of pocket costs incurred in fulfilling such a request. Seller acknowledges that Buyer is undergoing an audit that must be completed within 75 days after the Closing, and agrees to promptly provide copies of any books and records requested by Buyer’s auditors for the completion of this audit. Nothing contrary contained in this Section 7.11 shall obligate any Party hereto to make available any books Agreement, Seller and records if to do so would violate the terms Seller Affiliates may, but will not be obligated to, retain copies of any Contract or Legal Requirement to Business Contracts, Business Books and Records, data and other information which it is a party or to which it or its assets are subjectincluded in the Business Assets.