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

Post-Closing Access to Information. For a period of seven years following the Closing Date, or, with respect to records relating to Tax liabilities of the Companies and the Subsidiaries for taxable periods ending on or prior to the Closing Date, until the expiration of any applicable statute of limitations for assessment or refund of Taxes of assessments thereof, if shorter, each party hereto shall provide, and shall cause its appropriate personnel to provide, when reasonably requested to do so by another party hereto, access to all Tax, financial, accounting and personnel records of or relating to the Companies or the Subsidiaries and the right to make copies or extracts therefrom at its expense; provided that no party shall be required to provide to the other party information that (i) such party reasonably believes is competitively sensitive, relating to trade secrets, (ii) if provided, would adversely affect the ability of such party to assert attorney-client or attorney work product privilege or other similar privilege and (iii) in the reasonable opinion of such party’s legal counsel, may result in a violation of any Law or Contract applicable to such party; provided, further, that prior to withholding any information described in the preceding clauses (i), (ii) or (iii), the withholding party shall notify the other party in writing of the nature of such information being withheld and take any actions as may reasonably be requested by the other party to implement alternate arrangements (including entering into confidentiality agreements or joint defense agreements, redacting parts of documents or preparing “clean” summaries of information) in order to allow the other party access to such information to the fullest extent reasonably practicable under the circumstances. No party shall, nor shall it permit its Affiliates to, intentionally dispose of, alter or destroy any such books, records and other data without giving 30 days’ prior written notice to the other party and permitting the other party hereto, at the other party’s expense, to examine, duplicate or repossess such records, files, documents and correspondence. Notwithstanding the provisions of this Section 5.10, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.10, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.10 but rather, absent agreement, must utilize the rules of discovery.

Post-Closing Access to Information. For Subject to Section 7.03(a), for a period of seven six (6) years following after the Closing DateClosing, or, with respect to records relating to Tax liabilities each of the Companies Parties shall give the other and the Subsidiaries other’s Affiliates and its and their Representatives access to the Books and Records and the books and records of the Transferred Entities (collectively, the “Accessible Information”) transferred to the Purchaser or retained by the Seller, as applicable (even if any Accessible Information is or becomes commingled with books and records of the Purchaser or the Seller and their respective Affiliates), and the properties, personnel and Representatives of each Party, as may be reasonably required by the requesting Party or such Party’s Affiliates, including to the extent necessary for taxable the preparation of financial statements or regulatory filings in respect of periods ending on or prior to the Closing, or in connection with any insurance claims, Proceedings or any obligations under this Agreement or any agreement, document or instrument contemplated hereby or thereby. At the requesting Party’s cost and expense, the requesting Party and its Affiliates and its and their respective Representatives shall be entitled to make copies of any Accessible Information to which such Persons are entitled to access pursuant to this Section 4.03. Any such access shall be conducted during regular business hours upon reasonable advance notice and under reasonable circumstances, and shall be subject to restrictions under Law and any confidentiality obligations to which the Parties are bound. Except as otherwise provided in Section 7.03(a), each Party shall preserve and keep the Accessible Information held by such Party or any of its Affiliates for a period of six (6) years following the Closing Date, until the expiration of any applicable statute of limitations for assessment or refund of Taxes of assessments thereof, if shorter, each party hereto shall provide. Each Party shall, and shall cause its appropriate personnel to provideAffiliates and Representatives to, when reasonably requested to do so by another party hereto, access to all Tax, financial, accounting and personnel records of or relating to the Companies or the Subsidiaries and the right to make copies or extracts therefrom at its expense; provided that no party shall be required to provide to the other party information that (i) such party reasonably believes is competitively sensitive, relating keep all information accessed pursuant to trade secretsthis Section 4.03 confidential, (ii) if not publicly disclose such information to any other Person (except where such disclosure, upon the advice of outside counsel, is required by Law and only to the extent required by applicable Law); provided, would adversely affect the ability of that, each Party or its Affiliates may disclose such party information to assert attorney-client or attorney work product privilege its Representatives or other Persons that have a duty of confidentiality (or similar privilege duty or obligation of non-disclosure) to such disclosing Party, and (iii) in the reasonable opinion of such party’s legal counsel, may result in a violation of any Law or Contract applicable to such party; provided, further, that prior to withholding any information described in the preceding clauses (i), (ii) or (iii), the withholding party shall notify the other party in writing of the nature of not use such information being withheld and take any actions as may reasonably be requested by other than for the other party to implement alternate arrangements (including entering into confidentiality agreements or joint defense agreements, redacting parts of documents or preparing “clean” summaries of information) express purposes set forth in order to allow the other party access to such information to the fullest extent reasonably practicable under the circumstances. No party shall, nor shall it permit its Affiliates to, intentionally dispose of, alter or destroy any such books, records and other data without giving 30 days’ prior written notice to the other party and permitting the other party hereto, at the other party’s expense, to examine, duplicate or repossess such records, files, documents and correspondencethis Section 4.03. Notwithstanding the provisions foregoing and except as otherwise provided in Section 7.03(a), any and all such Accessible Information may be destroyed by the Parties after the sixth (6th) anniversary of this Section 5.10, while the existence of an adversarial proceeding between the parties will not abrogate Closing Date (or suspend the provisions of this Section 5.10, such later date as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.10 but rather, absent agreement, must utilize the rules of discoveryrequired by applicable Law).

Post-Closing Access to Information. For a period 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 seven years following the Closing Date, or, 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 of the Companies and the Subsidiaries or potential Tax liabilities for taxable all periods ending on or prior to or including the Closing DateDate 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 of assessments or extensions thereof, if shorter, each party hereto shall provide, and shall cause its appropriate personnel to provide, when reasonably requested to do so by another party hereto, access to all Tax, financial, accounting and personnel records of or relating . Subject to the Companies or previous sentence, for a period of six years after the Subsidiaries and the right to make copies or extracts therefrom at its expense; provided that no party shall be required to provide to the other party information that (i) such party reasonably believes is competitively sensitiveClosing Date, relating to trade secrets, (ii) if provided, would adversely affect the ability of such party to assert attorney-client or attorney work product privilege or other similar privilege and (iii) in the reasonable opinion of such party’s legal counsel, may result in a violation of any Law or Contract applicable to such party; provided, further, that prior to withholding any information described in the preceding clauses (i), (ii) or (iii), the withholding party shall notify the other party in writing of the nature of such information being withheld and take any actions as may reasonably be requested by the other party to implement alternate arrangements (including entering into confidentiality agreements or joint defense agreements, redacting parts of documents or preparing “clean” summaries of information) in order to allow the other party access to such information to the fullest extent reasonably practicable under the circumstances. No party neither Party shall, nor shall it or permit its Affiliates to, intentionally destroy or otherwise dispose ofof any of the books, alter records or destroy any other information described in this Section 5.3 without first offering in writing to surrender such books, records and other data without giving 30 days’ prior written notice information to the other party and permitting the Party, which other party hereto, at the other party’s expense, Party shall have ten days after such offer to examine, duplicate or repossess such records, files, documents and correspondenceagree in writing to take possession thereof. Notwithstanding the provisions of this Section 5.105.3, while the existence of an adversarial proceeding between the parties Parties will not abrogate or suspend the provisions of this Section 5.105.3, as to such records or other information directly pertinent to such dispute, the parties Parties may not utilize this Section 5.10 5.3 but rather, absent agreement, must utilize the rules of discovery.

Post-Closing Access to Information. For a period After the Closing, each of seven years following Acquiror and Seller shall afford the Closing Dateother and its counsel, oraccountants and other representatives, during normal business hours, reasonable access to the books, records and other information in such party’s possession or control relating to the assets, liabilities or operations of 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 for any proper business purpose. Without limitation, after the Closing, each of Acquiror and Seller shall make available to the other, 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 of the Companies and the Subsidiaries Liabilities or potential Tax Liabilities for taxable all periods ending on or prior to or including the Closing DateDate 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 of assessments or extensions thereof, if shorter. Subject to the previous sentence, each party hereto shall provideof Acquiror and Seller agrees, and shall cause its appropriate personnel for a period of seven (7) years after the Closing Date, not to providedestroy or otherwise dispose of any of the books, when reasonably requested to do so by another party hereto, access to all Tax, financial, accounting and personnel records of or relating to the Companies or the Subsidiaries and the right to make copies or extracts therefrom at its expense; provided that no party shall be required to provide to the other party information that (i) such party reasonably believes is competitively sensitive, relating to trade secrets, (ii) if provided, would adversely affect the ability of such party to assert attorney-client or attorney work product privilege or other similar privilege and (iii) in the reasonable opinion of such party’s legal counsel, may result in a violation of any Law or Contract applicable to such party; provided, further, that prior to withholding any information described in the preceding clauses (i), (ii) or (iii), the withholding party shall notify the other party this Section 6.11 without first offering in writing of the nature of to surrender such information being withheld and take any actions as may reasonably be requested by the books, records or other party to implement alternate arrangements (including entering into confidentiality agreements or joint defense agreements, redacting parts of documents or preparing “clean” summaries of information) in order to allow the other party access to such information to the fullest extent reasonably practicable under other, which other party shall have ten (10) days after such offer to agree in writing to take possession thereof. For the circumstances. No party shallavoidance of doubt, nor shall it permit its Affiliates toafter the Closing, intentionally dispose of, alter or destroy any such books, records and other data without giving 30 days’ prior written notice to information in the other party and permitting possession or control of the other party hereto, at the other partyCompany Group or any of its Subsidiaries shall be deemed in Acquiror’s expense, to examine, duplicate possession or repossess such records, files, documents and correspondence. Notwithstanding the provisions control for purposes of this Section 5.10, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.10, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.10 but rather, absent agreement, must utilize the rules of discovery6.11.

Post-Closing Access to Information. For a period of seven (7) years following after the Closing Date, or, with respect to records relating to Tax liabilities of the Companies and the Subsidiaries for taxable periods ending on or prior to the Closing Date, until the expiration of any applicable statute of limitations for assessment or refund of Taxes of assessments thereof, if shorter, each party hereto Seller shall provide, and shall cause its appropriate personnel to provide, when reasonably requested to do so by another party heretoBuyer, access to all Tax, financial, financial and accounting and personnel records of or relating exclusively to the Companies Assets, the Assumed Liabilities or the Subsidiaries Business (excluding the Books and Records provided to Buyer in connection with the Closing) and the right to make copies or extracts therefrom at its expense; provided that no party shall be required to provide , provided, however, notwithstanding anything to the other party contrary in this Agreement (including Section 4.1(a)), Buyer shall not have access to any documentation of Seller to the extent it contains information that of Seller not exclusively related to the Business (i) such party reasonably believes is competitively sensitiveand, for the avoidance of doubt, Buyer shall not have access to any information, records or documents relating to trade secrets, (ii) if provided, would adversely affect the ability Liabilities for Taxes or potential Liabilities for Taxes of such party to assert attorney-client or attorney work product privilege or other similar privilege and (iii) in the reasonable opinion of such party’s legal counsel, may result in a violation of any Law or Contract applicable to such party; provided, further, that prior to withholding any information described in the preceding clauses (i), (ii) or (iii), the withholding party shall notify the other party in writing of the nature of such information being withheld and take any actions as may reasonably be requested by the other party to implement alternate arrangements (including entering into confidentiality agreements or joint defense agreements, redacting parts of documents or preparing “clean” summaries of information) in order to allow the other party access to such information Seller except to the fullest extent reasonably practicable under exclusively related to the circumstancesBusiness). No party Likewise, Buyer shall maintain the Books and Records for a period of seven (7) years following the Closing Date and shall 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 data without giving 30 thirty (30) calendar days’ prior written notice to the other party Party and permitting the such other party heretoParty, at the other party’s its expense, to examine, duplicate or repossess such records, files, documents and correspondence; provided, however, that the Parties shall be permitted to dispose of books, records and other data to the extent permitted by applicable Law and in compliance with such Party’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 5.10, 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 5.10, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.10 but rather, absent agreement, must utilize the rules of discoveryEffective Date.

Post-Closing Access to Information. For Other than with respect to Tax matters, which are governed solely by Article 12, for a period of seven (7) years following after the Closing Date, orPurchasers, with respect to records relating to Tax liabilities of on the Companies one hand, and, Sellers on the other hand, will preserve the financial and the Subsidiaries for taxable periods ending on or prior to the Closing Date, until the expiration of any applicable statute of limitations for assessment or refund of Taxes of assessments thereof, if shorter, each party hereto shall provide, operating data and shall cause its appropriate personnel to provide, when reasonably requested to do so by another party hereto, access to all Tax, financial, accounting and personnel records of or other information relating to the Companies Purchased Assets and will furnish to each other, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Purchased Assets as Purchasers or Sellers may reasonably request; provided, that Purchasers shall only be required to furnish such information to Sellers to the Subsidiaries extent it relates to the ownership of the applicable Purchased Assets during the Tax year in which the related Transfer Date falls. The requesting party will bear all of the out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) reasonably incurred in connection with the right to make copies or extracts therefrom at its expense; provided that foregoing. Notwithstanding the foregoing, (a) no party shall be required to provide furnish any such data or information (i) if doing so would jeopardize any attorney-client or other legal privilege or contravene any applicable Law, duty or agreement, (ii) in connection with any claim or dispute between Parent or any Seller and any Purchaser under this Agreement or any Ancillary Agreement or (iii) if doing so would unreasonably interfere with the operation of the Purchased Assets and (b) any and all such data and information may be destroyed by the party holding such data and information if such party sends to the other party written notice of its intent to destroy such data and information, specifying in reasonable detail the contents thereof; such data and information may then be destroyed after the 60th day following such notice unless such other party notifies the destroying party that (i) such other party reasonably believes is competitively sensitive, relating desires to trade secrets, (ii) if provided, would adversely affect the ability obtain possession of such data and information, in which event the destroying party to assert attorney-client or attorney work product privilege or other similar privilege shall transfer the data and (iii) in the reasonable opinion of such party’s legal counsel, may result in a violation of any Law or Contract applicable information to such party; provided, further, that prior to withholding any information described in the preceding clauses (i), (ii) or (iii), the withholding party shall notify the other party in writing of the nature of such information being withheld and take any actions as may reasonably be requested by the other party to implement alternate arrangements (including entering into confidentiality agreements or joint defense agreements, redacting parts of documents or preparing “clean” summaries of information) in order to allow the other party access to such information to the fullest extent reasonably practicable under the circumstances. No party shall, nor shall it permit its Affiliates to, intentionally dispose of, alter or destroy any such books, records and other data without giving 30 days’ prior written notice to the other party and permitting the such other party hereto, at the other party’s expense, to examine, duplicate or repossess such records, files, documents and correspondence. Notwithstanding the provisions of this Section 5.10, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.10, as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.10 but rather, absent agreement, must utilize the rules of discoveryshall pay all reasonable expenses in connection therewith.