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

Post-Closing Access to Records and Personnel. (a) After the Closing for a period of three years, each party agrees to provide, or cause to be provided, to the other party and its Representatives, as soon as reasonably practicable after written request therefor and at the requesting party’s sole expense, reasonable access, during normal business hours, to the other parties’ employees and to any books, records, documents, files and correspondence in the possession or under the control of such party, in each case if and to the extent relating to the Sold Companies prior to the Closing and 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 any Governmental Entity having jurisdiction over the requesting party, including in accordance with the requirements of Regulation S-X under the Exchange Act, (ii) for use in any other Action or in order to satisfy Tax, audit, accounting, claims, regulatory, litigation or other similar requirements or (iii) to comply with its obligations under this Agreement and the Closing Agreements; 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 the Sold Companies prior to the Closing, 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.

Post-Closing Access to Records and Personnel. (a) After the Closing for For a period of three yearsfive (5) years after the Closing Date, upon receipt of reasonable prior notice, Buyer and Seller each party agrees agree to provide, or cause to be provided, to the other party and its Representativeseach other, as soon as reasonably practicable after written request therefor and at the requesting partyParty’s sole expenseexpense (but only for the reasonable out-of-pocket costs and expenses incurred by the Party in providing such access), reasonable access, access during normal business hours, and in a manner so as not to unreasonably interfere with the conduct of such other Party’s business, to the other parties’ Party’s employees and to any books, records, documents, files instruments, accounts, correspondence, writings, evidences of title and correspondence other papers relating solely to the conduct of the Business on or before the Closing Date, in the possession or under the control of such party, in each case if and to the extent relating to the Sold Companies prior to the Closing and other Party that the requesting party Party reasonably needs needs: (ia) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities Laws) Party by any a Governmental Entity Authority having jurisdiction over the requesting party, including in accordance with the requirements of Regulation S-X under the Exchange ActParty or by applicable stock exchange rules, (iib) for use in any other Action Proceeding, or in order to satisfy Tax, audit, accounting, claims, regulatory, litigation or other similar requirements requirements, (c) in connection with the filing of any Tax Return or election or any amended return or claim for refund, determining a Liability for Taxes or a right to a refund of Taxes or any Tax audit or other Proceeding in respect of Taxes or (iiid) to comply with its obligations under this Agreement and or any of the Closing Agreementsother Transaction Documents; provided, however, that no party shall Party will be required to provide access to or disclose information where such access or disclosure would be reasonably expected to violate any Law or agreementContract, or waive any attorney attorney-client or other similar privilegeprivilege (provided, and each party may redact information regarding itself or its Subsidiaries or otherwise not relating to the Sold Companies prior to the Closing, and, that in the event such provision of information could would reasonably be expected to violate any Law or agreement Contract or waive any attorney attorney-client or other similar privilege, the parties shall Party with such information will inform the other as to the general nature of what is being withheld as a result of the foregoing and will take all reasonable measures to permit the compliance with such obligations disclosure in a manner that avoids any such harm violation or consequencewaiver). Any information owned by a Party that is provided to a requesting Party pursuant to this Section 9.03 will be deemed to remain the property of the providing Party. Unless specifically set forth herein, nothing contained in this Agreement will be construed as granting or conferring rights of license or otherwise in any such information. No Party will have any Liability to the other Party in the event that any information exchanged or provided pursuant to this Section 9.03 is found to be inaccurate or is destroyed or lost after commercially reasonable efforts by such Party to comply with the provisions of this Section 9.03.