Common use of Post-Closing Access to Information Clause in Contracts

Post-Closing Access to Information. After the Closing, each Party shall afford the other Party and its counsel, accountants and other representatives, during normal business hours and upon reasonable advance notice, reasonable access to the books, records and other information in such Party’s possession relating directly or indirectly to the assets, liabilities or operations of Performance Packaging with respect to periods prior to the Closing, and the right to make copies and extracts therefrom at its expense, to the extent such access is reasonably required by the requesting Party for any proper business purpose. Without limitation, after the Closing, each Party shall make available to the other Party and its counsel, accountants and other representatives, as reasonably requested, and to any Tax authority that is legally permitted to receive the following pursuant to its subpoena power or its equivalent, all books, records and other information relating to Tax liabilities or potential Tax liabilities for all periods prior to or including the Closing Date and shall preserve all such books, records and other information until the expiration of any applicable statute of limitations for assessment or refund of Taxes or extensions thereof. Subject to the previous sentence, for a period of six years after the Closing Date, neither Party shall, or permit its Affiliates to, destroy or otherwise dispose of any of the books, records or other information described in this Section 5.3 without first offering in writing to surrender such books, records and other information to the other Party, which other Party shall have ten days after such offer to agree in writing to take possession thereof. Notwithstanding the provisions of this Section 5.3, while the existence of an adversarial proceeding between the Parties will not abrogate or suspend the provisions of this Section 5.3, as to such records or other information directly pertinent to such dispute, the Parties may not utilize this Section 5.3 but rather, absent agreement, must utilize the rules of discovery.

Post-Closing Access to Information. After the Closing, each Party of Acquiror and Seller shall afford the other Party and its counsel, accountants and other representatives, during normal business hours and upon reasonable advance noticehours, reasonable access to the books, records and other information in such Partyparty’s possession or control relating directly or indirectly to the assets, liabilities or operations of Performance Packaging the Company Group and its Subsidiaries with respect to periods prior to the Closing, and the right to make copies and extracts therefrom at its expense, to the extent such access is reasonably required by the requesting Party party for any proper business purpose. Without limitation, after the Closing, each Party of Acquiror and Seller shall make available to the other Party and its counsel, accountants and other representativesother, as reasonably requested, and to any Tax authority that is legally permitted to receive the following pursuant to its subpoena power or its equivalent, all books, records and other information relating to Tax liabilities Liabilities or potential Tax liabilities Liabilities for all periods prior to or including the Closing Date and shall preserve all such books, records and other information until the expiration of any applicable statute of limitations for assessment or refund of Taxes or extensions thereof. Subject to the previous sentence, each of Acquiror and Seller agrees, for a period of six seven (7) years after the Closing Date, neither Party shall, or permit its Affiliates to, not to destroy or otherwise dispose of any of the books, records or other information described in this Section 5.3 6.11 without first offering in writing to surrender such books, records and or other information to the other Partyother, which other Party party shall have ten (10) days after such offer to agree in writing to take possession thereof. Notwithstanding For the provisions avoidance of doubt, after the Closing, books, records and other information in the possession or control of the Company Group or any of its Subsidiaries shall be deemed in Acquiror’s possession or control for purposes of this Section 5.3, while the existence of an adversarial proceeding between the Parties will not abrogate or suspend the provisions of this Section 5.3, as to such records or other information directly pertinent to such dispute, the Parties may not utilize this Section 5.3 but rather, absent agreement, must utilize the rules of discovery6.11.

Post-Closing Access to Information. After For a period of seven (7) years after the Closing Date, Seller shall provide, and shall cause its appropriate personnel to provide, when reasonably requested to do so by Buyer, access to all Tax, financial and accounting records of or relating exclusively to the Assets, the Assumed Liabilities or the Business (excluding the Books and Records provided to Buyer in connection with the Closing, each Party shall afford the other Party and its counsel, accountants and other representatives, during normal business hours and upon reasonable advance notice, reasonable access to the books, records and other information in such Party’s possession relating directly or indirectly to the assets, liabilities or operations of Performance Packaging with respect to periods prior to the Closing, ) and the right to make copies and or extracts therefrom at its expense, provided, however, notwithstanding anything to the contrary in this Agreement (including Section 4.1(a)), Buyer shall not have access to any documentation of Seller to the extent such access is reasonably required by the requesting Party for any proper business purpose. Without limitation, after the Closing, each Party shall make available it contains information of Seller not exclusively related to the other Party and its counselBusiness (and, accountants and other representativesfor the avoidance of doubt, as reasonably requested, and Buyer shall not have access to any Tax authority that is legally permitted to receive the following pursuant to its subpoena power or its equivalent, all booksinformation, records and other information or documents relating to Tax liabilities Liabilities for Taxes or potential Tax liabilities Liabilities for all periods prior Taxes of Seller except to or including the extent exclusively related to the Business). Likewise, Buyer shall maintain the Books and Records for a period of seven (7) years following the Closing Date and shall preserve all make such records available to Seller for inspection or copying at Seller’s expense. During such seven (7) year period, neither Party shall, nor shall it permit its Affiliates to, intentionally dispose of, alter or destroy any such books, records and other information until the expiration of any applicable statute of limitations for assessment or refund of Taxes or extensions thereof. Subject data without giving thirty (30) calendar days’ prior written notice to the previous sentenceother Party and permitting such other Party, for a period of six years after at its expense, to examine, duplicate or repossess such records, files, documents and correspondence; provided, however, that the Closing Date, neither Party shall, or permit its Affiliates to, destroy or otherwise Parties shall be permitted to dispose of any of the books, records or other information described in this Section 5.3 without first offering in writing to surrender such books, records and other information data to the other extent permitted by applicable Law and in compliance with such Party, which other Party shall have ten days after such offer to agree in writing to take possession thereof’s ordinary course document retention policies and procedures. Notwithstanding the foregoing, neither Party shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such Party or violate any Law applicable to such Party or the confidentiality provisions of this Section 5.3, while any contract or agreement to which such Party is a party on the existence of an adversarial proceeding between the Parties will not abrogate or suspend the provisions of this Section 5.3, as to such records or other information directly pertinent to such dispute, the Parties may not utilize this Section 5.3 but rather, absent agreement, must utilize the rules of discoveryEffective Date.