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. (b) Except as otherwise provided herein, each party agrees to use its reasonable commercial efforts to retain the books, records, documents, instruments, accounts, correspondence, writings, evidences of title and other papers relating to the Sold Companies prior to the Closing (the “Books and Records”) in their respective possession or control for a commercially reasonable period of time, as set forth in their regular document retention policies, following the Closing Date or for such longer period as may be required by Law. Notwithstanding the foregoing, any party may destroy or otherwise dispose of any Books and Records not in accordance with its retention policy, provided that, prior to such destruction or disposal (i) such party shall provide no less than 90 nor more than 120 days’ prior written notice to the other party of any such proposed destruction or disposal (which notice shall specify in detail which of the Books and Records is proposed to be so destroyed or disposed of), and (ii) if a recipient of such notice shall request in writing prior to the scheduled date for such destruction or disposal that any of the information proposed to be destroyed or disposed of be delivered to such recipient, such party proposing the destruction or disposal shall, as promptly as practicable, arrange for the delivery of such of the Books and Records as was requested by the recipient (it being understood that all reasonable out of pocket costs associated with the delivery of the requested Books and Records shall be paid by such recipient). (c) In the case of a legal or other proceeding between one party or any of its Affiliates and a third party relating to the Sold Companies, this Agreement or any of the Closing Agreements (including any matters subject to indemnification hereunder or thereunder) or the transactions contemplated hereby or thereby, each party shall use its commercially reasonable efforts to make available to the other party, upon written request, the former (to the extent practicable), current (to the extent practicable) and future officers, employees, other personnel and agents of such party and its Subsidiaries as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available (other than materials covered by the attorney client privilege), to the extent that any such Person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any legal, administrative or other proceeding in which the requesting party may from time to time be involved. The requesting party shall bear all out of pocket costs and expenses in connection with the foregoing. (d) Any information owned by a party that is provided to a requesting party pursuant to this Section 5.10 shall be deemed to remain the property of the providing party. Nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such information. No party shall have any liability to any other party in respect of this Section 5.10 in the event that any information exchanged or provided pursuant to this Section 5.10 is found to be inaccurate. No party shall have any liability to any other party if any information is destroyed or lost after reasonable commercial efforts by such party to comply with the provisions of Section 5.10(d). Nothing in this Section 5.10 shall require any party to violate any agreement with any third parties regarding the confidentiality of confidential and proprietary information; provided, however, that in the event that any party is required under this Section 5.10 to disclose any such information, that party shall use commercially reasonable efforts to seek to obtain such third party’s consent to the disclosure of such information and implement requisite procedures to enable the disclosure of such information.

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 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. (b) Except as otherwise provided herein, each party agrees to use its reasonable commercial efforts to retain the books, records, documents, instruments, accounts, correspondence, writings, evidences of title and other papers relating solely to the Sold Companies prior to conduct of the Business on or before the Closing (Date, in the “Books and Records”) in their respective possession or under the control for a commercially reasonable period of time, as set forth in their regular document retention policies, following the Closing Date or for such longer period as may be required by Law. Notwithstanding the foregoing, any party may destroy or otherwise dispose of any Books and Records not in accordance with its retention policy, provided that, prior to such destruction or disposal (i) such party shall provide no less than 90 nor more than 120 days’ prior written notice to the other party of Party that the requesting Party reasonably needs: (a) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party by a Governmental Authority having jurisdiction over the requesting Party or by applicable stock exchange rules, (b) for use in any such proposed destruction Proceeding, or disposal (which notice shall specify in detail which of the Books and Records is proposed order to be so destroyed satisfy Tax, audit, accounting, claims, regulatory, or disposed of)other similar requirements, and (ii) if a recipient of such notice shall request in writing prior to the scheduled date for such destruction or disposal that any of the information proposed to be destroyed or disposed of be delivered to such recipient, such party proposing the destruction or disposal shall, as promptly as practicable, arrange for the delivery of such of the Books and Records as was requested by the recipient (it being understood that all reasonable out of pocket costs associated with the delivery of the requested Books and Records shall be paid by such recipient). (c) In in connection with the case filing of any Tax Return or election or any amended return or claim for refund, determining a legal Liability for Taxes or a right to a refund of Taxes or any Tax audit or other proceeding between one party Proceeding in respect of Taxes or any of (d) to comply with its Affiliates and a third party relating to the Sold Companies, obligations under this Agreement or any of the Closing Agreements other Transaction Documents; provided, however, that no 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 Contract, or waive any attorney-client or other similar privilege (including provided, that in the event such provision of information would reasonably be expected to violate any matters subject to indemnification hereunder Law or thereunder) Contract or waive any attorney-client or other similar privilege, the transactions contemplated hereby or thereby, each party shall use its commercially reasonable efforts to make available Party with such information will inform the other as to the other party, upon written request, general nature of what is being withheld as a result of the former (foregoing and will take all reasonable measures to permit the extent practicable), current (to the extent practicable) and future officers, employees, other personnel and agents of such party and its Subsidiaries as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available (other than materials covered by the attorney client privilege), to the extent disclosure in a manner that avoids any such Person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) violation or books, records or other documents may reasonably be required in connection with any legal, administrative or other proceeding in which the requesting party may from time to time be involvedwaiver). The requesting party shall bear all out of pocket costs and expenses in connection with the foregoing. (d) Any information owned by a party Party that is provided to a requesting party Party pursuant to this Section 5.10 shall 9.03 will be deemed to remain the property of the providing partyParty. Nothing Unless specifically set forth herein, nothing contained in this Agreement shall will be construed as granting or conferring rights of license or otherwise in any such information. No party shall Party will have any liability Liability to any the other party in respect of this Section 5.10 Party in the event that any information exchanged or provided pursuant to this Section 5.10 9.03 is found to be inaccurate. No party shall have any liability to any other party if any information inaccurate or is destroyed or lost after commercially reasonable commercial efforts by such party Party to comply with the provisions of Section 5.10(d). Nothing in this Section 5.10 shall require any party to violate any agreement with any third parties regarding the confidentiality of confidential and proprietary information; provided, however, that in the event that any party is required under this Section 5.10 to disclose any such information, that party shall use commercially reasonable efforts to seek to obtain such third party’s consent to the disclosure of such information and implement requisite procedures to enable the disclosure of such information9.03.