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

Post-Closing Access to Records and Records Retention. (a) Buyer and Seller shall provide each other with such assistance as may reasonably be requested by the other in connection with the preparation and filing of any return or report of Taxes, any audit or other examination by any Taxing Authority, or any judicial or administrative proceedings relating to liabilities for Taxes of the Company. Such assistance shall include making employees available on a mutually convenient basis during normal business hours to provide additional information or explanation of material provided hereunder and shall include providing copies of relevant Tax Returns and supporting material, provided that Buyer shall not be required to provide any Tax Return (or portion thereof) of an affiliated group which includes Buyer or its Affiliates that files a consolidated return for U.S. federal income Tax purposes (or any consolidated, combined or unitary group under state, local or non-U.S. Law) (including any work papers or related documentation) or any entity or Person other than the Company. The party requesting assistance hereunder shall reimburse the assisting party for reasonable out-of-pocket expenses incurred in providing assistance. Buyer and Seller will retain for the full period of any statute of limitations and provide the other with any records or information that may be relevant to such preparation, audit, examination, proceeding or determination. (b) Without limiting Section 10.03(a) above, in order to facilitate the resolution of any claims made by or against any third Person (other than any such claims made by or against the other party) after the Closing, upon reasonable notice, each party hereto shall, after the Closing but subject to any confidentiality obligation to a third Person, maintenance of attorney-client privilege and any other bona fide and good faith restriction on its ability to provide information or access: (i) afford the officers, employees and authorized agents and representatives of the other party reasonable access, during normal business hours, to the offices, properties, books and records of such party with respect to the operation of the Company that are in the possession of such party, (ii) furnish to the officers, employees and authorized agents and representatives of the other party such additional financial and other information regarding the Company as the other party may from time to time reasonably request and (iii) make available to the other party the employees of such party whose assistance, testimony or presence of such persons as witnesses in hearings or trials for such purposes; provided, however, that such investigation shall not unreasonably interfere with the business or operations of such party. (c) Seller agrees for a period extending 5 years after the Closing Date not to destroy or otherwise dispose of any records relating to the Company and to the period prior to Buyer’s acquisition of the Shares. After such period, Seller may destroy or otherwise dispose of such records if Seller shall offer in writing to surrender such records to Buyer and Buyer shall fail to agree in writing to take possession thereof during the 30 day period after such offer is made.

Post-Closing Access to Records and Records Retention. (a) Buyer and Seller the Sellers shall provide each other with such assistance as may reasonably be requested by the other in connection with the preparation and filing of any return or report of Taxes, any audit or other examination by any Taxing Authority, or any judicial or administrative proceedings relating to liabilities for Taxes of the CompanyTaxes. Such assistance shall include making employees available on a mutually convenient basis during normal business hours to provide additional information or explanation of material provided hereunder and shall include providing copies of relevant Tax Returns and supporting material, provided that Buyer shall not be required to provide any Tax Return (or portion thereof) of an affiliated group which includes Buyer or its Affiliates that files a consolidated return for U.S. federal income Tax purposes (or any consolidated, combined or unitary group under state, local or non-U.S. Law) (including any work papers or related documentation) or any entity or Person other than the Company. The party requesting assistance hereunder shall reimburse the assisting party for reasonable out-of-pocket expenses incurred in providing assistance. Buyer and Seller the Sellers will retain for the full period of any statute of limitations and provide the other with any records or information that may be relevant to such preparation, audit, examination, proceeding or determination. (b) Without limiting Section 10.03(a) above, in order to facilitate the resolution of any claims made by or against any third Person party (other than any such claims made by or against the other party) after the Closing, upon reasonable notice, each party hereto shall, after the Closing but subject to any confidentiality obligation to a third Person, maintenance of attorney-client privilege and any other bona fide and good faith restriction on its ability to provide information or access: (i) afford the officers, employees and authorized agents and representatives of the other party reasonable access, during normal business hours, to the offices, properties, books and records of such party with respect to the operation of the Company that are in the possession of such party, (ii) furnish to the officers, employees and authorized agents and representatives of the other party such additional financial and other information regarding the Company as the other party may from time to time reasonably request and (iii) make available to the other party the employees of such party whose assistance, testimony or presence of such persons as witnesses in hearings or trials for such purposes; provided, however, that such investigation shall not unreasonably interfere with the business or operations of such party. In no event shall the Sellers have access to the Tax Returns of Buyer or its Affiliates. (c) Each Seller agrees for a period extending 5 five (5) years after the Closing Date not to destroy or otherwise dispose of any records relating to the Company and to the period prior to Buyer’s acquisition of the SharesMembership Interests. After such period, such Seller may destroy or otherwise dispose of such records if such Seller shall offer in writing to surrender such records to Buyer and Buyer shall fail to agree in writing to take possession thereof during the 30 thirty (30) day period after such offer is made.

Post-Closing Access to Records and Records Retention. (a) Buyer Purchaser and Seller shall (and shall cause their respective Affiliates to) (i) provide each the other party and its Affiliates with such information and assistance as may be reasonably be requested by the other in connection with the preparation and filing of any return Tax return, claim for refund or report of Taxesother Tax filings, or in connection with any audit or other examination by any Taxing Authority, Governmental Authority or any judicial or administrative proceedings proceeding relating to liabilities for Taxes of the Company. Such assistance shall include making employees available on a mutually convenient basis during normal business hours to provide additional information or explanation of material provided hereunder and shall include providing copies of relevant Tax Returns and supporting material, provided that Buyer shall not be required to provide any Tax Return (or portion thereofii) of an affiliated group which includes Buyer or its Affiliates that files a consolidated return for U.S. federal income Tax purposes retain (or any consolidated, combined or unitary group under state, local or non-U.S. Law) (including any work papers or related documentation) or any entity or Person other than the Company. The party requesting assistance hereunder shall reimburse the assisting party for reasonable out-of-pocket expenses incurred in providing assistance. Buyer and Seller will retain for the full period of any statute of limitations and provide the other party and its Affiliates with any reasonable access to) all records or information that which may be relevant to such preparationTax return, filing, audit, examinationexamination or proceeding, proceeding or determinationprovided that the foregoing shall be done during normal business hours and in a manner so as not to interfere unreasonably with the conduct of the business of the parties. (b) Without limiting Section 10.03(a14.01(a) above, in order to facilitate the resolution of any claims made by or against any third Person (other than any such claims made or incurred by or against the other party) Seller after the Closing, upon reasonable notice, each party hereto Purchaser shall, after the Closing but subject to any confidentiality obligation to a third Person, maintenance of attorney-client privilege and any other bona fide and good faith restriction on its ability to provide information or accessClosing: (i) afford the officers, employees and authorized agents and representatives of the other party Seller reasonable access, during normal business hours, to the offices, properties, books and records of such party Purchaser with respect to the operation of the Company that are in the possession of such party, Business; (ii) furnish to the officers, employees and authorized agents and representatives of the other party Seller such additional financial and other information regarding the Company Business as the other party Seller may from time to time reasonably request request; and (iii) make available to the other party the Seller those employees of such party Purchaser whose assistance, testimony or presence of such persons is necessary as witnesses in hearings or trials for such purposestrials; provided, however, that such investigation access or requests shall not unreasonably interfere with the business or operations of such partyPurchaser. (c) Except with respect to information regarding Taxes which is governed by clause (a) above, and except when a longer retention period is otherwise required by Law or agreed to in writing, Seller agrees for a period extending 5 years after and Purchaser shall retain, in accordance with the Closing Date not applicable retention periods prescribed in such party’s records retention policy, in each case, existing as of the date of this Agreement (which either party is free to destroy amend, supplement or otherwise dispose replace, from time to time, without the consent of the other party provided that any such amendment, supplement or replacement applies generally to the records of the party), all material information relating to the Company and to the period prior to Buyer’s acquisition of the Shares. After such period, Seller may destroy or otherwise dispose of such records if Seller shall offer in writing to surrender such records to Buyer and Buyer shall fail to agree in writing to take possession thereof during the 30 day period after such offer is madePurchased Assets.

Post-Closing Access to Records and Records Retention. (a) Buyer and Seller Sellers shall provide each other with such assistance as may reasonably be requested by the other in connection with the preparation and filing of any return or report of Taxes, any audit or other examination by any Taxing Authority, or any judicial or administrative proceedings Proceedings relating to liabilities for Taxes of the CompanyTaxes. Such assistance shall include making employees available on a mutually convenient basis during normal business hours to provide additional information or explanation of material provided hereunder and shall include providing copies of relevant Tax Returns returns and supporting material, provided that Buyer shall not be required to provide any Tax Return (or portion thereof) of an affiliated group which includes Buyer or its Affiliates that files a consolidated return for U.S. federal income Tax purposes (or any consolidated, combined or unitary group under state, local or non-U.S. Law) (including any work papers or related documentation) or any entity or Person other than the Company. The party Party requesting assistance hereunder shall reimburse the assisting party Party for reasonable out-of-pocket expenses incurred in providing assistance. Buyer and Seller Sellers will retain for the full period of any statute of limitations and provide the other with any records or information that which may be relevant to such preparation, audit, examination, proceeding or determination. (b) Without limiting Section 10.03(a12.01(a) above, in order to facilitate the resolution of any claims made by or against any third Person party (other than any such claims made by or against the other partyParty) after the Closing, upon reasonable notice, each party Party hereto shall, after the Closing but subject to any confidentiality obligation to a third Person, maintenance of attorney-client privilege and any other bona fide and good faith restriction on its ability to provide information or access: (i) afford the officers, employees and authorized agents and representatives of the other party Party reasonable access, during normal business hours, to the offices, properties, books and records of such party Party with respect to the operation of the Company Business that are in the possession of such partyParty, (ii) furnish to the officers, employees and authorized agents and representatives of the other party Party such additional financial and other information regarding the Company Business as the other party Party may from time to time reasonably request and (iii) make available to the other party Party the employees of such party Party whose assistance, testimony or presence of such persons as witnesses in hearings or trials for such purposes; provided, however, that such investigation shall not unreasonably interfere with the business or operations of such partyParty. In no event shall Sellers have access to the tax returns of Buyer. (c) Seller Each Party hereto agrees for a period extending 5 five (5) years after the Closing Date not to destroy or otherwise dispose of any records relating to the Company Business and to the period prior to Buyer’s acquisition of the SharesPurchased Assets and assumption of the Assumed Liabilities. After such five (5) year period, Seller such Party may destroy or otherwise dispose of such records if Seller such Party shall offer in writing to surrender such records to Buyer the other Party and Buyer the other Party shall fail to agree in writing to take possession thereof during the 30 thirty (30) day period after such offer is made.

Post-Closing Access to Records and Records Retention. (a) Buyer and the Seller Parties shall provide each other with such assistance as may reasonably be requested by the other in connection with the preparation and filing of any return or report of Taxes, any audit or other examination by any Taxing Authority, or any judicial or administrative proceedings relating to liabilities for Taxes of the CompanyTaxes. Such assistance shall include making employees available on a mutually convenient basis during normal business hours to provide additional information or explanation of material provided hereunder and shall include providing copies of relevant Tax Returns and supporting material, provided that Buyer shall not be required to provide any Tax Return (or portion thereof) of an affiliated group which includes Buyer or its Affiliates that files a consolidated return for U.S. federal income Tax purposes (or any consolidated, combined or unitary group under state, local or non-U.S. Law) (including any work papers or related documentation) or any entity or Person other than the Company. The party requesting assistance hereunder shall reimburse the assisting party for reasonable out-of-pocket expenses incurred in providing assistance. Buyer and the Seller Parties will retain for the full period of any statute of limitations and provide the other with any records or information that may be relevant to such preparation, audit, examination, proceeding or determination. (b) Without limiting Section 10.03(a) above, in order to facilitate the resolution of any claims made by or against any third Person party (other than any such claims made by or against the other party) after the Closing, upon reasonable notice, each party hereto shall, after the Closing but subject to any confidentiality obligation to a third Person, maintenance of attorney-client privilege and any other bona fide and good faith restriction on its ability to provide information or access: (i) afford the officers, employees and authorized agents and representatives of the other party reasonable access, during normal business hours, to the offices, properties, books and records of such party with respect to the operation of the Company Companies that are in the possession of such party, (ii) furnish to the officers, employees and authorized agents and representatives of the other party such additional financial and other information regarding the Company Companies as the other party may from time to time reasonably request and (iii) make available to the other party the employees of such party whose assistance, testimony or presence of such persons as witnesses in hearings or trials for such purposes; provided, however, that such investigation shall not unreasonably interfere with the business or operations of such party. In no event shall the Seller Parties have access to the Tax Returns of Buyer. (c) Each Seller Party agrees for a period extending 5 five (5) years after the Closing Date not to destroy or otherwise dispose of any records relating to the Company Companies and to the period prior to Buyer’s acquisition of the SharesMembership Interests. After such period, such Seller Party may destroy or otherwise dispose of such records if such Seller Party shall offer in writing to surrender such records to Buyer and Buyer shall fail to agree in writing to take possession thereof during the 30 thirty (30) day period after such offer is made.

Post-Closing Access to Records and Records Retention. (a) Buyer The Purchaser and Seller the Vendors shall provide each other with such assistance as may reasonably be requested by the other in connection with the preparation and filing of any return or report of Taxes, any audit or other examination by any Taxing Authoritytaxing authority, or any judicial or administrative proceedings Proceedings relating to liabilities for Taxes of the CompanyTaxes. Such assistance shall include making employees available on a mutually convenient basis during normal business hours to provide additional information or explanation of material provided hereunder and shall include providing copies of relevant Tax Returns and supporting material, provided that Buyer shall not be required to provide any Tax Return (or portion thereof) of an affiliated group which includes Buyer or its Affiliates that files a consolidated return for U.S. federal income Tax purposes (or any consolidated, combined or unitary group under state, local or non-U.S. Law) (including any work papers or related documentation) or any entity or Person other than the Company. The party requesting assistance hereunder shall reimburse the assisting party for reasonable out-of-pocket expenses incurred in providing assistance. Buyer The Purchaser and Seller the Vendors will retain for the full period of any statute of limitations (but not less than seven (7) years) and provide the other with any records or information that which may be relevant to such preparation, audit, examination, proceeding or determination. (b) Without limiting Section 10.03(a11.1(a) above, in order to facilitate the resolution of any claims Claims made by or against any third Person party (other than any such claims Claims made by or against the other partya party hereto) after the Closing, or for any other legitimate business purpose, upon reasonable notice, each party hereto shall, after the Closing but subject to any confidentiality obligation to a third Person, maintenance of attorney-client privilege and any other bona fide and good faith restriction on its ability to provide information or access: (i) afford the officers, employees and authorized agents and representatives Representatives of the other party reasonable access, during normal business hours, to the offices, properties, books and records of such party with respect to the operation of the Company Business that are in the possession of such party, (ii) furnish to the officers, employees and authorized agents and representatives Representatives of the other party such additional financial and other information regarding the Company Business as the other party may from time to time reasonably request request, and (iii) make available to the other party the employees of such party whose assistance, testimony or presence of such persons as witnesses in hearings or trials for such purposespurposes are necessary or reasonably desirable to the other party; provided, however, that such investigation shall not unreasonably interfere with the business or operations of such party. In no event shall the Vendors have access to the Tax Returns of the Purchaser. (c) Seller Each party hereto agrees for a period extending 5 seven (7) years after the Closing Date not to destroy or otherwise dispose of any records relating to the Company and to Business for the period prior to Buyerthe Purchaser’s acquisition of the Shares. After such period, Seller may destroy or otherwise dispose of such records if Seller shall offer in writing to surrender such records to Buyer and Buyer shall fail to agree in writing to take possession thereof during the 30 day period after such offer is madePurchased Securities.