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

Post-Closing Access to Records. (a) For a period of five years after the date of this Agreement, (a) Parent and Seller shall preserve those of Seller’s books and records relating to the Business as are not delivered to Purchaser hereunder and shall make available to Purchaser for inspection and copying, at Purchaser’s expense, such books and records as reasonably required by Purchaser for all purposes reasonably related to this Agreement or any of the documents and instruments delivered in accordance with its terms; and (b) Purchaser shall preserve those of Seller’s books and records as are delivered to Purchaser hereunder and shall make available to Parent and Seller for inspection and copying, at Parent’s or Seller’s expense, such books and records as reasonably required by them for all purposes reasonably related to this Agreement or any of the documents and instruments delivered in accordance with its terms. (b) For a period ending on the later of (i) one (1) year after the Closing Date or (ii) the date that Parent and Seller timely file all 2010 federal, state, local and foreign tax returns and tax reports required to be filed by each of them in relation to the Business (subject to one six month extension by Parent and/or Seller commensurate with Parent’s and Seller’s right to extend the filing deadline for such tax returns and tax reports), and in all cases upon reasonable advance notice from Parent or Seller, Purchaser shall make available to Parent or Seller, upon Parent’s or Seller’s reasonable request and at Parent’s or Seller’s expense and in all cases at times reasonable to Purchaser, certain Transferred Employees to assist Parent and Seller in the completion of certain audits and regulatory filings and such tax returns and tax reports; provided, however, that in no event shall Purchaser be obligated to make any Transferred Employee available to Parent or Seller if, as reasonably determined by Purchaser, such availability would interfere with such Transferred Employee’s ability to perform his or her duties to Purchaser.

Post-Closing Access to Records. (a) For a period of five seven (7) years after following the date Closing, to the extent permitted by applicable Law, Parent shall, and shall cause the Company to, provide the Stockholders’ Representative with reasonable access during normal business hours upon reasonable advance notice to all books and records of this Agreement, the Company to the extent that such access is reasonably required by any Company Stockholder to (a) Parent and Seller shall preserve those of Seller’s books and records relating defend, prosecute, appeal or cooperate with any Action to which such Company Stockholder or Affiliate thereof is a party, which relates to the Business as are not delivered to Purchaser hereunder business and shall make available to Purchaser for inspection and copying, at Purchaser’s expense, such books and records as reasonably required by Purchaser for all purposes reasonably related to this Agreement or any affairs of the documents and instruments delivered Company prior to the Closing, or in accordance with its terms; and connection therewith, (b) Purchaser shall preserve those of Seller’s books defend, prosecute, appeal or cooperate with any judicial, arbitral or regulatory proceeding, audit or investigation (other than an Action) to which a Company Stockholder or Affiliate thereof is a party, which relates to the business and records as are delivered to Purchaser hereunder and shall make available to Parent and Seller for inspection and copying, at Parent’s or Seller’s expense, such books and records as reasonably required by them for all purposes reasonably related to this Agreement or any affairs of the documents and instruments delivered Company prior to the Closing, (c) prepare regulatory filings of a Company Stockholder or Affiliate thereof in accordance with its terms. (b) For a period respect of periods ending on or prior to the later of (i) one (1) year after Closing Date or periods including the Closing Date or (d) comply with the terms of this Agreement or any applicable Law or request of any Governmental Authority; provided, that all such books and records shall be treated by the Stockholders’ Representative, the applicable Company Stockholder and its and their Representatives as “Confidential Information” pursuant to terms equivalent to those applicable to Parent’s obligations in respect of the non-disclosure thereof set forth in the Non-Disclosure Agreement, dated August 23, 2021, by and between the Company and Parent, including the exceptions to such obligations set forth therein; provided, further, that the foregoing shall not require Parent or the Company (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of Parent or the Company would result in the disclosure of any trade secrets or violate any obligations with respect to confidentiality in any agreement with a third party or violate any applicable Law or (ii) to disclose information or materials protected by attorney-client, attorney work product or other legally recognized privileges or immunity from disclosure. Parent shall, and shall cause the date that Parent Company to, retain and Seller timely file preserve all 2010 federalbooks and records of the Company, statein compliance with all applicable Law, local and foreign tax returns and tax reports required to be filed by each of them for at least seven (7) years following the Closing Date, except in relation to the Business (subject to one six month extension by Parent and/or Seller commensurate accordance with Parent’s bona fide record retention policies. This Section 5.12 shall not apply to the retention and Seller’s right provision of books and records related to extend the filing deadline for such tax returns and tax reports)Taxes, and which are addressed in all cases upon reasonable advance notice from Parent or Seller, Purchaser shall make available to Parent or Seller, upon Parent’s or Seller’s reasonable request and at Parent’s or Seller’s expense and in all cases at times reasonable to Purchaser, certain Transferred Employees to assist Parent and Seller in the completion of certain audits and regulatory filings and such tax returns and tax reports; provided, however, that in no event shall Purchaser be obligated to make any Transferred Employee available to Parent or Seller if, as reasonably determined by Purchaser, such availability would interfere with such Transferred Employee’s ability to perform his or her duties to PurchaserSection 6.04.

Post-Closing Access to Records. (a) For a period of five years after On the date of this AgreementClosing Date, (a) Parent and Seller shall preserve those of Seller’s books and records relating to the Business as are not delivered to Purchaser hereunder and shall make available to Purchaser for inspection Buyer all agreements, documents, books, Tax Returns, records and copyingfiles, at Purchaserincluding records and files stored on computer disks or tapes or any other storage medium (collectively, “Records”), if any, in the possession of Seller or any of its affiliates relating to the business and operations of the Company, subject to the following exceptions: (i) Buyer recognizes that certain Records may contain incidental information relating to the Company or may relate primarily to Subsidiaries, divisions or businesses of Seller other than the Company, and that Seller may retain such Records and shall provide copies of the relevant portions thereof to Buyer; (ii) Seller may retain all Records prepared in connection with the sale of the Stock, including bids received from other parties and analyses relating to the Company; and (iii) Seller or Seller Parent may retain any Tax Returns, and Buyer shall be provided with copies of the Company’s expenseseparate Tax Returns and any Tax Returns that relate to the Company’s separate Tax liability; provided, such however, that Seller or Seller Parent shall retain any Tax Returns, books and records as reasonably required by Purchaser necessary for all purposes reasonably related the filing of any Tax Returns or the defense of any Tax audit, claim or assessment with respect to this Agreement or any of the documents and instruments delivered in accordance with its terms; and (b) Purchaser shall preserve those of Seller’s books and records as are delivered to Purchaser hereunder and shall make available to Parent and Seller for inspection and copying, at Parent’s or Seller’s expense, such books and records as reasonably required by them for all purposes reasonably related to this Agreement or any of the documents and instruments delivered in accordance with its termsCompany. (b) For Seller and Buyer shall cooperate with each other, and shall cause their affiliates and their Representatives to cooperate with each other, for a period ending on the later of (i) one (1) year after the Closing Date to ensure the orderly transition of the Company from Seller to Buyer and to minimize any disruption to the Company and the other respective businesses of Seller and Buyer that might result from the transactions contemplated hereby. After the Closing, Buyer, Seller and Parent (each, a “Providing Party”) will make available or will cause their affiliates to make available to the other party (iithe “Requesting Party”) such Tax Returns, books, records, information and assistance, at such time or times as the date that Parent Requesting Party will reasonably request without unduly interfering with the business of the Providing Party, as is necessary for the Requesting Party to comply with the legal requirements of any Government Agency, including for the purpose of any required filing with the U.S. Securities and Seller timely file all 2010 federalExchange Commission, statethe Australian Stock Exchange, local and foreign tax returns and tax reports the London Stock Exchange or any other securities exchange, including for these purposes, any such filing required to be filed made by each Parent under the terms of them outstanding debt securities or the indentures pursuant to which they were issued, whether or not a legal requirement of a Governmental Agency, or as necessary in relation order to prepare the Requesting Party’s consolidated financial statements. (c) Each party shall reimburse the other for reasonable out-of-pocket costs and expenses incurred in assisting the other pursuant to Section 5.3(b) or Section 10.7 hereof. Any information relating to the Business (Company received by Seller pursuant to Section 5.3(b) or Section 10.8 hereof shall be subject to one six month extension by Parent and/or Seller commensurate with Parent’s and Seller’s right to extend the filing deadline for such tax returns and tax reports), and in all cases upon reasonable advance notice from Parent or Seller, Purchaser shall make available to Parent or Seller, upon Parent’s or Seller’s reasonable request and at Parent’s or Seller’s expense and in all cases at times reasonable to Purchaser, certain Transferred Employees to assist Parent and Seller in the completion of certain audits and regulatory filings and such tax returns and tax reports; provided, however, that in no event shall Purchaser be obligated to make any Transferred Employee available to Parent or Seller if, as reasonably determined by Purchaser, such availability would interfere with such Transferred Employee’s ability to perform his or her duties to PurchaserSection 5.2(c) hereof.

Post-Closing Access to Records. (a) For From and after the Closing Date and for a period ending on the six (6) year anniversary of five years after the date Closing Date, the Purchaser shall provide, and shall cause the Company Group to provide, the Sellers’ Representative, at the Sellers’ Representative’s sole expense, with reasonable advance notice and during the course of this Agreementbusiness hours, reasonable access to the Company Group’s books, records and senior finance employees with respect to any applicable information or matters relating to any Company Group Member with respect to any period prior to or ending on the Closing or as the Sellers’ Representative may reasonably request for bona fide Tax or accounting purposes. Unless otherwise consented to in writing by the Sellers’ Representative, the Purchaser shall not, and the Purchaser shall ensure that the Company Group does not, for a period ending on the six (a6) Parent and Seller shall preserve those year anniversary of Seller’s the Closing Date, destroy, alter or otherwise dispose of any of the books and records relating of any Company Group Member for any period prior to the Business as are not delivered Closing Date without first giving reasonable prior notice to Purchaser hereunder the Sellers’ Representative and shall make available offering to Purchaser for inspection and copyingsurrender to the Sellers’ Representative, at Purchaserthe Sellers’ Representative’s sole cost and expense, such books and records or any portion thereof which the Purchaser or any Company Group Member may intend to destroy, alter or dispose of. Notwithstanding anything to the contrary in this Agreement, the Purchaser shall not be required to provide such access to the extent that it (a) would, as reasonably required advised by the Purchaser’s outside legal counsel in writing, jeopardize any attorney-client, attorney work-product protection or other legal privilege or (b) would, as advised by the Purchaser’s outside legal counsel in writing, contravene any applicable Law, material Permit, material Contract, fiduciary duty or material binding obligation of the Purchaser for all purposes reasonably related to this Agreement or any of its Affiliates, (c) is pertinent to any litigation in which the documents and instruments delivered in accordance with its terms; and (b) Purchaser shall preserve those of Seller’s books and records as are delivered to Purchaser hereunder and shall make available to Parent and Seller for inspection and copying, at Parent’s or Seller’s expense, such books and records as reasonably required by them for all purposes reasonably related to this Agreement or any of the documents and instruments delivered in accordance with its terms. (b) For a period ending Affiliates, on the later one hand, and the Sellers or any of their Affiliates, on the other hand, are adverse parties (i) one (1) year after the Closing Date without limiting any rights of any party to such litigation to discovery in connection therewith), or (iid) the date that Parent and Seller timely file all 2010 federal, state, local and foreign tax returns and tax reports required to be filed by each of them in relation to the Business (subject to one six month extension by Parent and/or Seller commensurate with Parent’s and Seller’s right to extend the filing deadline for such tax returns and tax reports), and in all cases upon reasonable advance notice from Parent or Seller, Purchaser shall make available to Parent or Seller, upon Parent’s or Seller’s reasonable request and at Parent’s or Seller’s expense and in all cases at times reasonable to Purchaser, certain Transferred Employees to assist Parent and Seller would result in the completion disclosure of certain audits and regulatory filings and such tax returns and tax reports; provided, however, that in no event shall Purchaser be obligated to make any Transferred Employee available to Parent or Seller if, as reasonably determined by Purchaser, such availability would interfere with such Transferred Employee’s ability to perform his or her duties to PurchaserConfidential Information.