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

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. The From and after the Closing, Buyer shall, shall (and shall cause its Affiliates (including the Target Entitiesto) to, afford the Sellerprovide Sellers’ Representative, its Affiliates and their respective RepresentativesRepresentatives reasonable access, upon reasonable advance notice, reasonable access during normal business hours hours, to the personnel, books and records of the Target Entities pertaining Acquired Companies (and Buyer and its Affiliates (other than the Acquired Companies) to the operation of extent relating to the business of the Business Group Companies Acquired Companies) for periods 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 necessary for investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any audit or Proceeding by a Governmental Authority against any securities exchange or pursuant to the Exchange Act). Prior to any Seller; provided that such access does not unreasonably disrupt the personnel, or assistanceunreasonably 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 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 Person receiving such access or assistance shall enter into a reasonable confidentiality agreement with the disclosing party (or one of its Affiliates or any of its or their respective Affiliates) on terms and conditions reasonably acceptable to the applicable parties, conducts any on-site investigations. Notwithstanding anything to the contrary in this Agreement, the Seller and its Representatives Buyer shall not be permitted required by this Section 7.11 to have provide such access to: 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 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 sentence apply, Buyer shall provide or cause to be 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 such information without resulting in any forfeiture of attorney-client, attorney work-product protection or other legal privilege or 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 Law, Contract, fiduciary duty or (iv) competitively sensitive informationPermit. 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 to), for a period of seven years following the Target Entities) not toClosing Date, destroy, alter, or dispose of any material maintain and preserve all books and records of the Target Entities Acquired Companies (and Buyer and its Affiliates (other than the Acquired Companies) to the extent relating to the matters set forth in Acquired Companies) for periods prior to the first sentence of this Section 6.9 for a period of six years following the Closing DateClosing.

Post-Closing Access to Books and Records. The Buyer shall(a) After the Closing, and shall cause its Affiliates for a period of seven (including 7) years after the Target Entities) to, afford the Seller, its Affiliates and their respective RepresentativesClosing Date, upon receipt of reasonable advance 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 at the requesting Party’s sole expense, reasonable access during normal business hours hours, to books the other Party’s employees (without substantial disruption of employment) and records to any books, records, documents, instruments, accounts, correspondence, writings, evidences of title and other papers relating to the conduct of the Target Entities pertaining to the operation businesses of the business of the Business Group Companies prior to 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 Entity having jurisdiction over the requesting Party, (ii) for a period of five years following the Closing Date to: (a) facilitate preparation foruse in any other judicial, regulatory, administrative or other proceeding, or the prosecutionin order to satisfy Tax, defense audit, accounting, claims, regulatory, litigation or disposition ofother similar requirements; provided, that, if Seller or any Action (other than among the Parties or their of its Affiliates, it being understood that on the one hand, and Purchaser or any of its Affiliates (including the Company and the Company Subsidiaries post-Closing), on the other hand, are adverse parties in a litigation, nothing herein shall require either Party to disclose any information within the scope, or related to the subject matter, of such circumstances litigation (iii) in connection with the applicable Legal Requirements regarding discovery shall apply); (b) prepare and file filing of any Tax Return or election relating or any amended return or claim for refund, determining a liability for Taxes or a right to ownership a refund of Taxes or transfer of the Transferred Interests, any Tax audit 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, Tax Proceeding or (iv) competitively sensitive informationto comply with its obligations under this Agreement; 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-client or other similar privilege, and each Party may redact information regarding itself or its subsidiaries or otherwise not relating to businesses of the Company and Company Subsidiaries, and, in the event such provision of information could reasonably be expected to violate any Law or agreement or waive any attorney-client or other similar privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Any information owned by a Party that is provided to a requesting Party pursuant to this Section 5.12 shall be deemed to remain the property of the providing Party. The Buyer Nothing contained in this Agreement shall reasonably cooperate with the Seller be construed as granting or conferring rights of license or otherwise 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 Datesuch information.

Post-Closing Access to Books and Records. The Buyer shall(a) After the Closing, and shall cause its Affiliates for a period of seven (including 7) years after the Target Entities) to, afford the Seller, its Affiliates and their respective RepresentativesClosing Date, upon receipt of reasonable advance 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 at the requesting party’s sole expense, reasonable access during normal business hours hours, to books the other party’s employees (without substantial disruption of employment) and records to any books, records, documents, instruments, accounts, correspondence, writings, evidences of title and other papers relating to the conduct of the Target Entities pertaining to the operation businesses of the business of the Business Group Companies prior to 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 a period of five years following the Closing Date to: (a) facilitate preparation foruse 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 prosecutionone hand, defense and Purchaser or disposition ofany of its affiliates (including the Company and the Company Subsidiaries post-Closing), on the other hand, are adverse parties in a litigation, nothing herein shall require either party to disclose any Action information within the scope, or related to the subject matter, of such litigation (other than among iii) in connection with the Parties or their Affiliates, it being understood that in such circumstances the applicable Legal Requirements regarding discovery shall apply); (b) prepare and file filing of any Tax Return or election relating or any amended return or claim for refund, determining a liability for Taxes or a right to ownership a refund of Taxes or transfer of the Transferred Interestsany Tax audit or other Tax Proceeding, (iv) to comply with its obligations under this Agreement or to the Business Group Companies, or to (v) in connection with 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 matter requiring access to any such employees, books, records, documents, files and correspondence of the other party, solely to the extent 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 assistance, any Person receiving disclose information where such access or assistance shall enter into a reasonable confidentiality agreement with the disclosing party (disclosure would violate any Law or one of its Affiliates) on terms and conditions reasonably acceptable to the applicable parties. Notwithstanding anything to the contrary in this Agreementagreement, the Seller and its Representatives shall not be permitted to have access to: (i) or waive any information in violation of applicable Legal Requirements; (ii) information that is subject to attorney-client or other similar privilege; (iii) , and each party may redact information regarding itself or its subsidiaries or otherwise not relating to businesses of the Company and Company Subsidiaries, and, in the event such provision of information could reasonably be expected to violate any Law or agreement or waive any attorney-client or other similar privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that a Target Entity is required to keep confidential avoids any such harm or consequence, provided, further, Purchaser shall have no obligations pursuant to this Section 7.12 following a sale by Purchaser of its ownership interest in the terms Company Shares (provided Purchaser has exercised commercially reasonable efforts to cause the buyer of any Contractsuch Company Shares to assume such obligations). (b) Any information owned by a party that is provided to a requesting party pursuant to this Section 7.12 shall be deemed to remain the property of the providing party. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or (iv) competitively sensitive information. The Buyer shall reasonably cooperate with the Seller conferring rights of license or otherwise 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 Datesuch information.

Post-Closing Access to Books and Records. The Buyer shall(a) Following the Closing, and shall cause each party (or, with respect to each Seller, such Seller or its Affiliates (including successor, as applicable, pursuant to the Target EntitiesPlan) to, will afford the Seller, other party and its Affiliates and their respective Representatives, upon reasonable advance noticeduring normal business hours, reasonable access during normal business hours to books its Assets and records Properties, Books and Records and other data relating to the Business in its possession, custody or control and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of Tax Returns, (ii) compliance with the requirements of any Governmental or Regulatory Authority, (iii) the determination or enforcement of the Target Entities pertaining rights and obligations of any party to this Agreement or any of the Operative Agreements, (iv) the completion of the Reorganization Cases, (v) any reports, filings, responses, claims, adversary proceedings or other matters before the U.S. Bankruptcy Court or (vi) any actual or threatened Action or Proceeding. Upon request and as reasonably required in connection with the completion of the Reorganization Cases, Purchaser will provide to each Seller or its successor, as applicable, pursuant to the operation Plan (at the requesting party's expense) (x) copies of the business of above-referenced information and (y) reasonable access to the Employees hired by Purchaser or its Affiliates to discuss matters relating to the Business Group Companies with respect to periods 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); Closing. (b) If, in order properly to prepare and file any its Tax Return Returns, other documents or election reports required to be filed with Governmental or Regulatory Authorities or its financial statements or to fulfill its obligations thereunder, it is necessary that a party be furnished with additional information, documents or records relating to ownership or transfer of the Transferred Interests, or to the Business Group Companiesnot referred to in Section 1.06(a) above, and such information, documents or records are in the possession, custody or control of the other party, such other party shall use commercially reasonable efforts to any audit furnish or make available such information, documents or records (or copies thereof) at the recipient's request, in each case at the requesting party's cost and expense. Any information obtained by any taxing authority of any such returns; and party in accordance with this Section 1.06(b) shall be held confidential by such party in accordance with Section 10.07. (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 contained in this AgreementSection 1.06, if the parties are in an adversarial relationship in litigation or arbitration concerning a specific matter, the Seller furnishing of information, documents or records concerning such litigation or arbitration in accordance with Sections 1.06(a) and its Representatives (b) 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 applicable rules relating to the matters set forth in the first sentence of this Section 6.9 for a period of six years following the Closing Datediscovery.

Post-Closing Access to Books and Records. The Buyer shall, and shall cause its Affiliates (including the Target EntitiesGroup Companies) to, afford the Seller, its Affiliates Sellers and their respective Representatives, upon reasonable advance notice, reasonable access during normal business hours to books and records of the Target Entities Group Companies pertaining to the operation of the business of the Business Group Companies prior to the Closing Date for a period of five (5) 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 Sellers and its their respective Representatives shall not be permitted to have access to: (ia) any information in violation of applicable Legal Requirements; , (iib) information that is subject to attorney-client privilege; , (iiic) information that a Target Entity Group Company is required to keep confidential pursuant to the terms of any Contract, or (ivd) competitively sensitive information. The Buyer shall reasonably cooperate with the Seller Sellers in any reasonable arrangement proposed by the a Seller that would allow access to any of the materials referred to in the clauses (ia) through (ivd) 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 EntitiesGroup Companies) not to, destroy, alter, or dispose of any material books and records of the Target Entities Group Companies relating to the matters set forth in the first sentence of this Section 6.9 7.11 for a period of six five (5) years following the Closing Date.

Post-Closing Access to Books and Records. The Following the Closing, Buyer shallwill, and shall will cause its Affiliates (including the Target Entities) Acquired Companies to, afford the Seller, its Affiliates the Seller Affiliates, and their respective Representativescounsel and accountants, upon reasonable advance noticeduring normal business hours, reasonable access during normal business hours to, the Business Books and Records with respect to books periods through the Closing (and records 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 or the Seller Affiliates relating to this Agreement or any of the Target Entities pertaining 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 operation extent that such access may be reasonably required by Seller or any 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 purpose relating to this Agreement or any of the business Ancillary Agreements, any obligations of a Party or any of its Affiliates under this Agreement or any of the Business Group 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 ten (10) years after the Effective Time or the expiration of the applicable statute of limitation as to the retention of records for Tax purposes or the payment of Taxes by Seller or any Acquired Company with respect to any period ending prior to the Closing Date for a period Date, destroy or otherwise dispose 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 Business Books and 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 Business Group Companies, or thirty (30) day period after such offer is delivered 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 partiesSeller. Notwithstanding anything to the contrary contained in this Agreement, Seller and the Seller and its Representatives shall Affiliates may, but will not be permitted to have access obligated to: (i) any , retain copies of Business Contracts, Business Books and Records, data and other 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 which are included 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 DateBusiness Assets.