Common use of Post-Closing Access Clause in Contracts

Post-Closing Access. (a) For a period of eight (8) years from the Closing Date, Sellers shall retain and make available to Buyer for any lawful purpose, upon reasonable notice and at reasonable times, Sellers’ Tax records, general ledger and other books of original entry, and original payroll records with respect to periods prior to the Effective Time. If any Seller ceases to conduct operations prior to the end of such eight-year period, that Seller shall give Buyer 60 days’ prior written notice and an opportunity to accept (without charge to Buyer) from that Seller a transfer of such books and records, and if Buyer elects not to accept such books and records, the Seller’s obligations under this paragraph (a) shall cease. (b) For a period of eight (8) years from the Closing Date, Buyer shall retain and make available to Sellers for any lawful purpose, upon reasonable notice and at reasonable times, the books and records of the Business with respect to periods prior to the Effective Time and to actions and events after the Effective Time, to the extent they relate to periods prior to the Effective Time. If Buyer ceases to conduct operations prior to the end of such eight-year period, Buyer shall give Sellers 60 days’ prior written notice and an opportunity to accept (without charge to Sellers) from Buyer a transfer of such books and records from Buyer, and if Sellers elect not to accept such books and records, Buyer’s obligations under this paragraph (b) shall cease. (c) After the Closing, for a period of 30 days, Buyer shall provide and allow Sellers reasonable access, at such times as are mutually agreed upon in advance by Sellers and Buyer, to the facilities in which the Business is conducted as reasonably necessary to collect and remove the Excluded Assets; provided, however, Buyer’s employees shall not be obligated to physically assist in the collection and removal of Excluded Assets and in no event shall such collection and removal of Excluded Assets unreasonably disrupt or interfere with the operations of the Business, and provided, further that, Sellers shall fully indemnify Buyer for any and all Losses arising from or relating to Sellers’ collection and removal of the Excluded Assets.

Post-Closing Access. (a) For Buyer agrees that all books and records delivered to Buyer by Seller pursuant to this Agreement shall be open for inspection by Seller at any time during regular business hours upon reasonable notice for a period of eight five (8) 5) years from (or for such longer period as may be required by applicable Law) following the Closing Date, Sellers shall retain and make available to Buyer for any lawful purpose, upon reasonable notice and at reasonable times, Sellers’ Tax records, general ledger and other books of original entry, and original payroll records with respect to periods prior to the Effective Time. If any Seller ceases to conduct operations prior to the end of that during such eight-year period, that Seller Seller, at its expense, may make such copies thereof as it may reasonably desire. Without limiting the generality of the foregoing, Buyer shall not destroy or give Buyer 60 days’ prior written notice and an opportunity to accept (without charge to Buyer) from that Seller a transfer up possession of any original or final copy of any such books and recordsrecords delivered to Buyer hereunder (whether stored on electronic media or otherwise) without first offering Seller the opportunity, and if Buyer elects not at Seller's expense, to accept obtain such books and records, the Seller’s obligations under this paragraph (a) shall ceaseoriginal or final copy or a copy thereof. (b) For Seller agrees that all books and records relating to the Seller's Business and retained by Seller shall be open for inspection by Buyer at any time during regular business hours for a period of eight five (8) 5) years from (or for such longer period as may be required by applicable Law) following the Closing Dateand that during such period, Buyer shall retain and Buyer, at its expense, may make available to Sellers for any lawful purpose, upon reasonable notice and at reasonable times, such copies thereof as it may reasonably desire. Without limiting the books and records generality of the Business with respect to periods prior to the Effective Time and to actions and events after the Effective Timeforegoing, to the extent they relate to periods prior to the Effective Time. If Buyer ceases to conduct operations prior to the end Seller shall not destroy or give up possession of such eight-year period, Buyer shall give Sellers 60 days’ prior written notice and an opportunity to accept (without charge to Sellers) from Buyer a transfer any original or final copy of any such books and records from relating to the Seller's Business and retained by Seller hereunder (whether stored on electronic media or otherwise) without first offering Buyer the opportunity, at Buyer's expense, and if Sellers elect not to accept obtain such books and records, Buyer’s obligations under this paragraph (b) shall ceaseoriginal or final copy or a copy thereof. (c) After Nothing contained in this Section 6.6 shall obligate any party hereto to make available any books and records if to do so would violate the Closing, for terms of any Contract to which it is a period of 30 days, Buyer shall provide and allow Sellers reasonable access, at such times as party or to which it or its assets are mutually agreed upon in advance by Sellers and Buyer, to the facilities in which the Business is conducted as reasonably necessary to collect and remove the Excluded Assets; provided, however, Buyer’s employees shall not be obligated to physically assist in the collection and removal of Excluded Assets and in no event shall such collection and removal of Excluded Assets unreasonably disrupt or interfere with the operations of the Business, and provided, further that, Sellers shall fully indemnify Buyer for any and all Losses arising from or relating to Sellers’ collection and removal of the Excluded Assetssubject.

Post-Closing Access. Seller acknowledges and agrees that from and after the Closing, Buyer will be entitled to the originals of all books and records of the Company and its Subsidiary. Seller shall, upon the reasonable request and at the expense of Buyer, promptly deliver to Buyer such originals or copies of all such books and records and will cooperate with Buyer in the preparation and/or audit of historical financial statements for the business of the Company and its Subsidiary for such periods as may be reasonably requested by Buyer; provided, that (a) For a period any such cooperation with Buyer in the preparation and/or audit of eight (8) years from the Closing Date, Sellers historical financial statements shall retain be conducted at reasonable times and make available to Buyer for any lawful purpose, upon on reasonable notice and shall not be disruptive to Seller’s employees or business, (b) neither the delivery of any books and records nor any cooperation in the preparation and/or audit of historical financial statements shall include the disclosure of confidential or privileged information and (c) shall be reasonable in scope. Buyer shall, upon the request and at the expense of Seller, permit Seller and its representatives full access at all reasonable times, Sellers’ Tax records, general ledger to the books and other books records of original entryeach Company and its Subsidiary, and original payroll records with respect Buyer shall execute (and shall cause each Company and its Subsidiary to periods execute) such documents as Seller may reasonably request to enable Seller to file any required reports or Tax Returns relating to the Company or its Subsidiary; provided, however, that prior to the Effective Time. If receiving access to any Seller ceases to conduct operations prior to the end of such eight-year period, that Seller shall give Buyer 60 days’ prior written notice and an opportunity to accept (without charge to Buyer) from that Seller a transfer of such books and records, Seller shall enter into a customary confidentiality agreement binding on it and if Buyer elects not any other Person to accept such books and records, whom the Seller’s obligations under this paragraph (a) shall cease. (b) For a period of eight (8) years from the Closing Date, information may be disclosed. Buyer shall retain and make available to Sellers for any lawful purpose, upon reasonable notice and at reasonable times, the books and records of the Business with respect to periods prior to the Effective Time and to actions and events after the Effective Time, to the extent they relate to periods prior to the Effective Time. If Buyer ceases to conduct operations prior to the end of such eight-year period, Buyer shall give Sellers 60 days’ prior written notice and an opportunity to accept (without charge to Sellers) from Buyer a transfer not dispose of such books and records from Buyerduring the six (6)-year period beginning with the Closing without Seller’s consent, and if Sellers elect which shall not to accept be unreasonably withheld, conditioned or delayed. Following the expiration of such six (6) year period, Buyer may dispose of such books and recordsrecords at any time upon giving sixty (60) days prior written notice to Seller, unless Seller agrees to take possession of such books and records within 60 days at no expense to Buyer’s obligations under this paragraph (b) shall cease. (c) After the Closing, for a period of 30 days, Buyer shall provide and allow Sellers reasonable access, at such times as are mutually agreed upon in advance by Sellers and Buyer, to the facilities in which the Business is conducted as reasonably necessary to collect and remove the Excluded Assets; provided, however, Buyer’s employees shall not be obligated to physically assist in the collection and removal of Excluded Assets and in no event shall such collection and removal of Excluded Assets unreasonably disrupt or interfere with the operations of the Business, and provided, further that, Sellers shall fully indemnify Buyer for any and all Losses arising from or relating to Sellers’ collection and removal of the Excluded Assets.

Post-Closing Access. (a) For a period of eight (8) years from the Closing Date, Sellers Seller shall retain and make available to Buyer for any lawful purpose, upon reasonable notice and at reasonable times, Sellers’ Tax records, general ledger ledgers and other books of original entry, and original payroll records of Seller with respect to periods prior to the Effective Time. If any Seller ceases to conduct operations prior to the end of such eight-year period, that Seller shall give Buyer 60 days’ prior written notice and an opportunity to accept (without charge to Buyer) from that Seller Seller, a transfer of such books and records, and if Buyer elects not to accept such books and records, the Seller’s obligations under this paragraph (a) shall cease. (b) For a period of eight (8) years from the Closing Date, Buyer shall retain and make available to Sellers Seller for any lawful purpose, upon reasonable notice and at reasonable times, the books and records of the Business with respect to periods prior to the Effective Time and to actions and events after the Effective Time, to the extent they relate to periods prior to the Effective Time. If Buyer ceases to conduct operations prior to the end of such eight-year period, Buyer shall give Sellers Seller 60 days’ days prior written notice and an opportunity to accept (without charge to SellersSeller) from Buyer a transfer of such books and records from Buyer, and if Sellers elect Seller elects not to accept such books and records, Buyer’s obligations under this paragraph (b) shall cease. (c) After the Closing, for a period of 30 days, Buyer shall provide and allow Sellers Seller reasonable access, at such times as are mutually agreed upon in advance by Sellers Seller and Buyer, to the facilities in which the Business is conducted as reasonably necessary to collect and remove the Excluded Assets; provided, however, Buyer’s employees shall not be obligated to physically assist in the collection and removal of Excluded Assets and in no event shall such collection and removal of Excluded Assets unreasonably disrupt or interfere with the operations of the Business, and provided, further that, Sellers Seller shall fully indemnify Buyer for any and all Losses arising from or relating to Sellers’ Seller’s collection and removal of the Excluded Assets. (d) Within 45 days following the Closing, Buyer will remove from all computers located at any of the Owned Locations and/or the Managed Locations all Seller proprietary software using “F disks” and instructions provided by Seller transition personnel. Additionally within the same 45-day period, all Seller-held software licenses for non-proprietary software will be terminated by and/or otherwise transferred to Buyer as a result of Buyer communication directly with applicable software vendors/owners.

Post-Closing Access. (a) For Chemtura shall, and shall cause the other Sellers and the Transferred Entities to, use commercially reasonable efforts to deliver or cause to be delivered to Purchaser at the Closing all properties, books, records, Contracts, information and documents in their or their Affiliates’ possession relating primarily to the Business that are part of the Transferred Assets. As soon as is reasonably practicable after the Closing, Chemtura shall, and shall cause the other Sellers to, deliver or cause to be delivered to Purchaser any remaining properties, books, records, Contracts, information and documents relating primarily to the Business that are part of the Transferred Assets that are not already in the possession or control of Purchaser. (b) Purchaser agrees that it will, and will cause its Subsidiaries to, preserve and keep the books of accounts, financial and other records held by it relating to the Business (including accountants’ work papers) for a period of eight (8) seven years from the Closing Date, Sellers shall retain and make available ; provided that prior to Buyer for disposing of any lawful purpose, upon reasonable notice and at reasonable times, Sellers’ Tax records, general ledger and other books such records after such period (if such records would be disposed of original entry, and original payroll records with respect to periods prior to the Effective Time. If any Seller ceases to conduct operations prior to the end tenth anniversary of such eight-year period, that Seller shall give Buyer 60 days’ prior written notice and an opportunity to accept (without charge to Buyer) from that Seller a transfer of such books and records, and if Buyer elects not to accept such books and records, the Seller’s obligations under this paragraph (a) shall cease. (b) For a period of eight (8) years from the Closing Date, Buyer shall retain and make available to Sellers for any lawful purpose, upon reasonable notice and at reasonable times), the books applicable party shall provide written notice to Chemtura of its intent to dispose of such records and shall provide Chemtura the opportunity to take ownership and possession of such records of the Business with respect to periods prior to the Effective Time and to actions and events (at Chemtura’s sole expense) within 30 days after the Effective Time, to the extent they relate to periods prior to the Effective Timesuch notice is delivered. If Buyer ceases Chemtura does not confirm its intention in writing to conduct operations prior to the end take ownership and possession of such eightrecords within such 30-year day period, Buyer shall give Sellers 60 days’ prior written notice and an opportunity to accept (without charge to Sellers) from Buyer a transfer the party who possesses the records may proceed with the disposition of such books and records from Buyer, and if Sellers elect not to accept such books and records, Buyer’s obligations under this paragraph (b) shall cease. (c) After Chemtura agrees that, after the Closing, for a it will, and will cause its Subsidiaries to, preserve and keep the books of accounts, financial and other records held by them relating to the Business which have not been transferred to Purchaser hereunder (including accountants’ work papers) in accordance with Chemtura’s applicable records retention policy in effect at such time; provided that prior to disposing of any such records after such period (if such records would be disposed of 30 daysprior to the tenth anniversary of the Closing Date), Buyer the applicable party shall provide written notice to Purchaser of its intent to dispose of such records and allow Sellers reasonable accessshall provide Purchaser the opportunity to take ownership and possession of such records (at Purchaser’s sole expense) within 30 days after such notice is delivered. If Purchaser does not confirm its intention in writing to take ownership and possession of such records within such 30-day period, at the party who possesses the records may proceed with the disposition of such times as are mutually agreed upon in advance by Sellers records. (d) Chemtura and BuyerPurchaser shall make, or cause to be made, all records and other information relating to the facilities Business and all employees and auditors (including by making them available for depositions, interrogatories, testimony, investigation and preparation in which connection with any legal or arbitration proceeding) available to the Business is conducted other as may be reasonably necessary required by such party (i) in connection with, among other things, any audit or investigation of, insurance claims by, legal proceedings against, disputes involving or governmental investigations of any Seller or Purchaser or any of their respective Affiliates, (ii) in order to collect enable any Seller or Purchaser to comply with their respective obligations under this Agreement and remove each other agreement, document or instrument contemplated hereby or thereby or (iii) for any other reasonable business purpose relating to any Seller, Purchaser or any of their respective Affiliates and Subsidiaries, but excluding, in each case, any dispute between Chemtura or any of its Affiliates, on the Excluded Assets; provided, however, Buyer’s employees shall not be obligated to physically assist in the collection and removal of Excluded Assets and in no event shall such collection and removal of Excluded Assets unreasonably disrupt or interfere with the operations of the Businessone hand, and providedPurchaser or any of its Affiliates, further thaton the other hand, Sellers shall fully indemnify Buyer for any and all Losses arising from except as would be required by applicable civil process or relating to Sellers’ collection and removal of the Excluded Assetsapplicable discovery rules.

Post-Closing Access. (a) For a Each of Parent and Buyer shall, and shall cause their Affiliates to, preserve and keep all Books, Records and Files and all information relating to the accounting, legal, tax, regulatory, business and financial affairs that are retained by Parent or any of its Affiliates or are obtained by Buyer or any of its Affiliates, as the case may be, which information relates to (i) the Business or any Transferred Subsidiary for any pre-Closing period of eight (8) or pre-Delayed Closing Period with respect to Initial Purchased Assets transferred at the Delayed Closing) or (ii) the Later Purchased Assets for any applicable pre-Later Closing period, for not less than six (6) years from after the Closing Date (or Later Closing Date, Sellers shall retain and make available to Buyer as the case may be), or for any lawful purpose, upon reasonable notice longer period as may be (x) required by Law (including any statute of limitations and at reasonable times, Sellers’ Tax records, general ledger and other books of original entry, and original payroll records applicable extensions thereof) or any Governmental Authority or (y) reasonably necessary with respect to periods the prosecution or defense of any audit or Action that is then pending or threatened and with respect to which the requesting party has notified the other parties as to the need to retain such Books, Records and Files or information. Each of Parent and Buyer shall provide the other with written notice at least sixty (60) days prior to it or its Affiliates transferring, destroying or discarding the Effective Time. If last copy of any Seller ceases to conduct operations prior to the end of such eight-year period, that Seller shall give Buyer 60 days’ prior written notice and an opportunity to accept (without charge to Buyer) from that Seller a transfer of such books and records, books, work papers, reports, correspondence and if Buyer elects not other similar materials and the other parties shall have the right, at its expense, to accept copy or take any such books and records, the Seller’s obligations under this paragraph (a) shall ceasematerials. (b) For a period of eight (8) years from From and after the Closing Date(with respect to the Initial Assets and Initial Assumed Liabilities transferred or assumed at the Closing), the Delayed Closing (with respect to the Initial Purchased Assets and Initial Assumed Liabilities transferred or assumed at the Delayed Closing) or the applicable Later Closing (with respect to the Later Purchased Assets and the Later Assumed Liabilities), for so long as such information is retained pursuant to Section 5.16(a), Buyer and its Affiliates shall retain provide Parent and make available to Sellers for any lawful purposeits Affiliates and its and their authorized Representatives copies, at Parent’s sole expense, during normal business hours, upon reasonable prior notice and at reasonable timesto Buyer, to the books and records information described in Section 5.16(a) to the extent that such copies may be reasonably required in connection with (i) the preparation of any Tax Return, financial statements, accounting records, audits or SEC obligations, (ii) any Action pending or threatened relating to the Business Purchased Assets (other than with respect to periods prior Actions or claims relating to the Effective Time and to actions and events after transactions contemplated by this Agreement or any Ancillary Document), Assumed Liabilities, the Effective TimeTransferred Subsidiaries or the Business, or (iii) compliance with applicable Law or Governmental Orders, in each case except to the extent they relate to periods prior such access would unreasonably interfere with or disrupt any of the businesses or operations of Buyer or its Affiliates or to the Effective Time. If Buyer ceases extent necessary to conduct operations prior to (x) ensure compliance with any applicable Law, (y) preserve any applicable privilege (including the end of such eightattorney-year period, Buyer shall give Sellers 60 days’ prior written notice and an opportunity to accept client privilege) or (without charge to Sellersz) from Buyer a transfer of such books and records from Buyer, and if Sellers elect not to accept such books and records, Buyer’s obligations under this paragraph (b) shall ceasecomply with any contractual confidentiality obligations. (c) After From and after the Closing, for a period of 30 daysso long as such information is retained pursuant to Section 5.16(a), Buyer Parent and its Affiliates shall provide Buyer and allow Sellers reasonable accessits Affiliates and its and their authorized Representatives copies, at such times as are mutually agreed Buyer’s sole expense, during normal business hours, upon in advance by Sellers and Buyerreasonable prior notice to Parent, to the facilities information described in which Section 5.16(a) to the Business is conducted as extent that such copies may be reasonably necessary required in connection with (i) the preparation of any Tax Return, financial statements, accounting records, audits or SEC obligations, (ii) any Action pending or threatened relating to collect and remove the Excluded Assets; providedPurchased Assets (other than with respect to Actions or claims relating to the transactions contemplated by this Agreement or any Ancillary Document), howeverAssumed Liabilities, Buyer’s employees shall not be obligated to physically assist in the collection and removal of Excluded Assets and in no event shall such collection and removal of Excluded Assets unreasonably disrupt Transferred Subsidiaries or interfere with the operations of the Business, and providedor (iii) compliance with applicable Law or Governmental Orders, further that, Sellers shall fully indemnify Buyer for in each case to the extent such access would unreasonably interfere with or disrupt any and all Losses arising from or relating to Sellers’ collection and removal of the Excluded Assetsbusinesses or operations of Parent or its Affiliates or except to the extent necessary to (x) ensure compliance with any applicable Law, (y) preserve any applicable privilege (including the attorney-client privilege) or (z) comply with any contractual confidentiality obligations.

Post-Closing Access. (a) For a period of eight (8) years from Following the Closing Date, Sellers and their Affiliates shall retain (i) allow the employees, representatives and make available to advisers of Buyer for any lawful purposeand its Affiliates, upon reasonable prior notice and during regular business hours, the right, at Buyer’s expense, to examine and make copies of any Books and Records (including any items within the definition of Books and Records developed by Sellers following the Closing Date to extent relating to the Business) which were retained by Sellers or any of their Affiliates and to have access to the employees, their respective businesses or of Sellers or any of their Affiliates for any reasonable timespurpose relating to the Business, Sellers’ including, without limitation, disputes under this Agreement or any Ancillary Agreement, the preparation or examination of Buyer’s Tax recordsReturns, general ledger review and diligence of Data Input Inaccuracies, regulatory filings and financial statements and the conduct of any litigation (as opposed to any other books form of original entrydispute resolution) with a third party (whether or not the subject of an indemnification claim by a Buyer Indemnitee or a Seller Indemnitee) or regulatory dispute (whether or not the subject of an indemnification claim by a Buyer Indemnitee or a Seller Indemnitee), and original payroll records with respect to periods whether pending or threatened, concerning the conduct of the Business prior to the Effective Time. If Closing Date, and (ii) maintain such Books and Records (including any Seller ceases items within the definition of Books and Records developed by Sellers following the Closing Date to conduct operations prior extent relating to the end Business) for Buyer’s examination and copying for a period of not less than eight years following the Closing Date. Access to such eight-year period, that Seller Books and Records (including any items within the definition of Books and Records developed by Sellers following the Closing Date to extent relating to the Business) and employees shall give Buyer 60 daysbe at Buyer’s expense and may not unreasonably interfere with Sellers’ prior written notice and an opportunity to accept or any of their Affiliates’ (without charge to Buyeror any of their successors’) from that Seller a transfer of such books and records, and if Buyer elects not to accept such books and records, the Seller’s obligations under this paragraph (a) shall ceasebusiness operations. (b) For a period of eight (8) years from Following the Closing Date, Buyer and its Affiliates shall retain (i) allow the employees, representatives and make available to advisers of Sellers for any lawful purposeand their Affiliates, upon reasonable prior notice and at reasonable timesduring regular business hours, the books right, at Sellers’ expense, to examine and records make copies of the Business with respect Books and Records (including any items within the definition of Books and Records developed by Buyer, CIGNA Life and their Affiliates following the Closing Date to periods prior extent relating to the Effective Time Business) and to actions and events after the Effective Time, have access to the extent they relate to periods prior employees of Buyer or any of its Affiliates for any reasonable business purpose relating to the Effective Time. If Buyer ceases to conduct operations prior Business or to the end provisions of this Agreement or any Ancillary Agreement, including, without limitation, disputes under this Agreement or any Ancillary Agreement the preparation or examination of Tax Returns, review and diligence of Data Input Inaccuracies, regulatory filings and financial statements or the conduct of any litigation (as opposed to any other form of dispute resolution) with a third party (whether or not the subject of an indemnification claim by a Buyer Indemnitee or a Seller Indemnitee) or regulatory dispute (whether or not the subject of an indemnification claim by a Buyer Indemnitee or a Seller Indemnitee), whether pending or threatened, and (ii) maintain such eight-year period, Buyer shall give Sellers 60 days’ prior written notice Books and an opportunity to accept Records (without charge to Sellers) from Buyer a transfer including any items within the definition of such books Books and records from Records developed by Buyer, CIGNA Life and if their Affiliates following the Closing Date to extent relating to the Business) for examination and copying by Sellers elect not to accept such books and records, Buyer’s obligations under this paragraph (b) shall cease. (c) After the Closing, their Affiliates for a period of 30 days, Buyer shall provide not less than eight years following the Closing Date. Access to such Books and allow Sellers reasonable access, at such times as are mutually agreed upon in advance Records (including any items within the definition of Books and Records developed by Sellers and Buyer, CIGNA Life and their Affiliates following the Closing Date to extent relating to the facilities in which the Business is conducted as reasonably necessary to collect Business) and remove the Excluded Assets; providedemployees, however, shall be at Sellers’ expense and may not unreasonably interfere with Buyer’s employees shall not be obligated to physically assist in the collection and removal or any of Excluded Assets and in no event shall such collection and removal its Affiliates’ (or any of Excluded Assets unreasonably disrupt or interfere with the operations of the Business, and provided, further that, Sellers shall fully indemnify Buyer for any and all Losses arising from or relating to Sellers’ collection and removal of the Excluded Assetstheir successors’) business operations.

Post-Closing Access. (a) For a period of eight (8) years from the Closing Date, Sellers Seller and SCI shall retain and make available to Buyer for any lawful purpose, upon reasonable notice and at reasonable times, Sellers’ Seller’s and SCI’s Tax records, general ledger and other books of original entry, and original payroll records with respect to periods prior to the Effective Time. If any either Seller or SCI ceases to conduct operations prior to the end of such eight-year period, that Seller or SCI, as applicable, shall give Buyer 60 days’ prior written notice and an opportunity to accept (without charge to Buyer) from that Seller or SCI, as applicable, a transfer of such books and records, and if Buyer elects not to accept such books and records, the Seller’s or SCI’s obligations under this paragraph (a) shall cease. (b) For a period of eight (8) years from the Closing Date, Buyer shall retain and make available to Sellers Seller and SCI for any lawful purpose, upon reasonable notice and at reasonable times, the books and records of the Business with respect to periods prior to the Effective Time and to actions and events after the Effective Time, to the extent they relate to periods prior to the Effective Time. If Buyer ceases to conduct operations prior to the end of such eight-year period, Buyer shall give Sellers Seller and SCI 60 days’ prior written notice and an opportunity to accept (without charge to SellersSeller or SCI) from Buyer a transfer of such books and records from Buyer, and if Sellers Seller and SCI elect not to accept such books and records, Buyer’s obligations under this paragraph (b) shall cease. (c) After the Closing, for a period of 30 days, Buyer shall provide and allow Sellers each of Seller and SCI reasonable access, at such times as are mutually agreed upon in advance by Sellers Seller and SCI, as applicable, and Buyer, to the facilities in which the Business is conducted as reasonably necessary to collect and remove the Excluded Assets; provided, however, Buyer’s employees shall not be obligated to physically assist in the collection and removal of Excluded Assets and in no event shall such collection and removal of Excluded Assets unreasonably disrupt or interfere with the operations of the Business, and provided, further that, Sellers Seller and SCI, jointly and severally, shall fully indemnify Buyer for any and all Losses arising from or relating to Sellers’ Seller’s or SCI’s collection and removal of the Excluded Assets.

Post-Closing Access. (a) For a period of eight (8) years from the Closing Date, Sellers shall retain From and make available to Buyer for any lawful purpose, upon reasonable notice and at reasonable times, Sellers’ Tax records, general ledger and other books of original entry, and original payroll records with respect to periods prior to the Effective Time. If any Seller ceases to conduct operations prior to the end of such eight-year period, that Seller shall give Buyer 60 days’ prior written notice and an opportunity to accept (without charge to Buyer) from that Seller a transfer of such books and records, and if Buyer elects not to accept such books and records, the Seller’s obligations under this paragraph (a) shall cease. (b) For a period of eight (8) years from the Closing Date, Buyer shall retain and make available to Sellers for any lawful purpose, upon reasonable notice and at reasonable times, the books and records of the Business with respect to periods prior to the Effective Time and to actions and events after the Effective Time, Buyer will, and will cause its Affiliates to, afford to Seller and its Representatives (i) reasonable access during normal business hours to personnel and to such properties and records, including personnel and medical records, that were transferred to Buyer, (ii) permission to take from the Assets and/or Buyer copies of any books, records, or accounts relating to the Assets and/or relating to the employees who were employed in the Operations by Seller or its Affiliates through and including the Closing Date, and (iii), if requested, will furnish to Seller such additional information and cooperate with Seller in such other respects, including making the Transferred Employees available to Seller at Seller’s expense as witnesses or deponents as Seller may reasonably request for each of the following to the extent they relate to periods prior to the Effective Time. If such matter does not involve a Dispute between Buyer ceases to conduct operations prior to the end of such eight-year period, Buyer shall give Sellers 60 days’ prior written notice and an opportunity to accept Seller: (without charge to Sellersa) from Buyer a transfer of such books and records from Buyer, and if Sellers elect not to accept such books and records, Buyer’s obligations under this paragraph financial reporting; (b) shall cease. Tax or similar purposes; (c) After purposes of investigating claims; or conducting litigation or administrative proceedings with Third Parties or Governmental Authorities; or (d) any other proper purpose; provided that Seller shall indemnify, defend and hold the ClosingBuyer Indemnified Parties harmless (subject to Article XIII) for all Losses to the extent caused by, arising from or related to the acts or omissions of Seller and its Representatives from such access. Buyer will, and will cause its Affiliates to, keep and maintain the records that Seller and its Representatives have access to pursuant to this Section 7.04, such records to be maintained for a period of 30 days, Buyer shall provide and allow Sellers reasonable access, at seven years from the Closing Date or such times longer periods as are mutually agreed upon in advance may be required by Sellers and Buyer, to the facilities in which the Business is conducted as reasonably necessary to collect and remove the Excluded AssetsApplicable Laws; provided, howeverfurther, Buyerthat if Buyer desires to destroy or dispose of such records during such period, then Buyer will first offer to Seller in writing at least 60 days before such destruction or disposition to surrender them to Seller and, if Seller does not accept such offer within 20 days after receipt of such offer, then Buyer may take such action. Seller’s employees right to post-Closing access to the Assets shall not be obligated include the right to physically assist in the collection and removal of access Excluded Assets and in no event shall such collection and removal of Excluded that remain located at the Assets unreasonably disrupt or interfere with the operations of the Business, and provided, further that, Sellers shall fully indemnify Buyer for any and all Losses arising from or relating pursuant to Sellers’ collection and removal of the Excluded AssetsSection 2.02.

Post-Closing Access. (a) For a period of eight (8) years from the Closing Date, Sellers shall retain Buyer agrees that all Books and make available Records delivered to Buyer by Seller pursuant to this Agreement shall be maintained open for inspection by Seller at any lawful purpose, time during regular business hours upon reasonable notice and at reasonable times, Sellers’ Tax records, general ledger and other books of original entry, and original payroll records with respect to periods prior to the Effective Time. If any Seller ceases to conduct operations prior to the end of such eight-year period, that Seller shall give Buyer 60 days’ prior written notice and an opportunity to accept (without charge to Buyer) from that Seller a transfer of such books and records, and if Buyer elects not to accept such books and records, the Seller’s obligations under this paragraph (a) shall cease. (b) For a period of eight (8) years from the Closing Date, Buyer shall retain and make available to Sellers for any lawful purpose, upon reasonable notice and at reasonable times, the books and records of the Business with respect to periods prior to the Effective Time and to actions and events after the Effective Time, to the extent they relate to periods prior to the Effective Time. If Buyer ceases to conduct operations prior to the end of such eight-year period, Buyer shall give Sellers 60 days’ prior written notice and an opportunity to accept (without charge to Sellers) from Buyer a transfer of such books and records from Buyer, and if Sellers elect not to accept such books and records, Buyer’s obligations under this paragraph (b) shall cease. (c) After the Closing, for a period of 30 dayssix (6) years (or for such longer period as may be required by applicable Legal Requirements) following the Closing and that, Buyer shall provide and allow Sellers reasonable accessduring such period, Seller, at its expense, may make such times copies thereof as are mutually agreed upon in advance it may reasonably desire. Seller agrees that all books and records relating to the Purchased Assets and retained by Sellers Seller shall be maintained open for inspection by Buyer at any time during regular business hours for a period of six (6) years (or for such longer period as may be required by applicable Legal Requirements) following the Closing and that, during such period, Buyer, at its expense, may make such copies thereof as it may reasonably desire. In addition to the facilities foregoing, Seller (without additional consideration therefor to be paid to Seller, but with any reasonable out-of-pocket expenses payable to non-Affiliates incurred by Seller to be paid by Buyer), shall, at all reasonable times after the Closing if called upon by Buyer, use reasonable efforts to cooperate with and assist Buyer in the preparation of financial statements by Buyer which may include the operation of the Business prior to the Closing Date. Nothing contained in this Section 13.12 shall obligate any Party hereto to make available any books and records if to do so would violate the terms of any Contract or Legal Requirement to which it is conducted as reasonably necessary a party or to collect and remove which it or its assets are subject. This provision shall survive the Excluded Assets; provided, however, Buyer’s employees shall not be obligated to physically assist in the collection and removal of Excluded Assets and in no event shall such collection and removal of Excluded Assets unreasonably disrupt or interfere with the operations of the Business, and provided, further that, Sellers shall fully indemnify Buyer for any and all Losses arising from or relating to Sellers’ collection and removal of the Excluded AssetsClosing.

Post-Closing Access. (a) For a period of eight (8) years Without prejudice to Schedule 15.01, from the Closing Date, Sellers shall retain and make available to Buyer for any lawful purpose, upon reasonable notice and at reasonable times, Sellers’ Tax records, general ledger and other books of original entry, and original payroll records with respect to periods prior to the Effective Time. If any Seller ceases to conduct operations prior to the end of such eight-year period, that Seller shall give Buyer 60 days’ prior written notice and an opportunity to accept (without charge to Buyer) from that Seller a transfer of such books and records, and if Buyer elects not to accept such books and records, the Seller’s obligations under this paragraph (a) shall cease. (b) For a period of eight (8) years from the Closing Date, Buyer shall retain and make available to Sellers for any lawful purpose, upon reasonable notice and at reasonable times, the books and records of the Business with respect to periods prior to the Effective Time and to actions and events after the Effective Time, Buyer will, and will cause its Affiliates to, afford to Seller and its Representatives reasonable access during normal business hours to personnel and to such properties and records that were transferred to Buyer and permission to take from the Assets copies of any books, records or accounts relating to the Assets through and including the Closing Date and, if requested, will furnish to Seller such additional information and cooperate with Seller in such other respects, including making the Transferred Employees available to Seller at Seller’s expense as witnesses or deponents as Seller may reasonably request for each of the following to the extent they relate to periods prior to the Effective Time. If such matter does not involve a Dispute between Buyer ceases to conduct operations prior to the end of such eight-year periodand Seller: (a) financial reporting, Buyer shall give Sellers 60 days’ prior written notice and an opportunity to accept (without charge to Sellers) from Buyer a transfer of such books and records from Buyer, and if Sellers elect not to accept such books and records, Buyer’s obligations under this paragraph (b) shall cease. Tax or similar purposes, (c) After purposes of investigating claims, or conducting litigation or administrative proceedings with third parties or Governmental Authorities or (d) any other proper purpose, provided that Seller shall indemnify, defend and hold the ClosingBuyer Indemnified Parties harmless (subject to Article XIII) for all Losses to the extent caused by, arising from or related to the acts or omissions of Seller and its Representatives from such access. Buyer will, and will cause its Affiliates to, keep and maintain the records that Seller and its Representatives have access to pursuant to this Section 7.04, such records to be maintained for a period of 30 daysten (10) years from the Closing Date or such longer periods as may be required by Applicable Laws, provided that if Buyer shall provide desires to destroy or dispose of such records during such period then Buyer will first offer to Seller in writing at least sixty (60) days before such destruction or disposition to surrender them to Seller and allow Sellers reasonable accessif Seller does not accept such offer within twenty (20) days after receipt of such offer, at then Buyer may take such times as are mutually agreed upon in advance by Sellers and Buyer, action. Seller’s right to post-Closing access to the facilities in which Assets shall include the Business is conducted as reasonably necessary right to collect and remove the Excluded Assets; provided, however, Buyer’s employees shall not be obligated to physically assist in the collection and removal of access Excluded Assets that remain located at the Assets pursuant to Section 2.02. Seller bears the risk of injury to Seller’s Representatives during any such activities pursuant to this Section 7.04 at the Refinery, the other Assets or the Operations and in no event shall such collection indemnify, defend and removal of Excluded Assets unreasonably disrupt or interfere with hold the operations of the Business, and provided, further that, Sellers shall fully indemnify Buyer Indemnified Parties harmless for any and all Losses to the extent caused by, arising from or relating related to Sellers’ collection the acts or omissions of Seller and removal of the Excluded Assetsits Representatives in conducting any such activities.

Post-Closing Access. (a1) For a period of eight (8) years from Following the Closing Date, Sellers CIGNA and its subsidiaries shall retain (i) allow the employees and make available to Buyer for any lawful purposerepresentatives of the Purchaser, upon reasonable prior notice and during regular business hours, the right, at the Purchaser's expense, to examine and make copies of any Books and Records relating to the Business which were retained by CIGNA or any of its subsidiaries for any reasonable timespurpose relating to the Business, Sellers’ including, without limitation, the preparation or examination of the Purchaser's Tax recordsReturns, general ledger regulatory filings and other books financial statements and the conduct of original entryany litigation or regulatory dispute, and original payroll records with respect to periods whether pending or threatened, concerning the conduct of the Business prior to the Effective Time. If Closing Date or any Seller ceases to conduct operations Subsequent Closing Date (if any), as the case may be, and (ii) maintain such Books and Records for the Purchaser's examination and copying for a period of not less than ten years following the later of the Closing Date or the last Subsequent Closing Date (if any), provided that after such period CIGNA shall provide the Purchaser with at least twenty business days' written notice prior to destroying or otherwise disposing of any such Books and Records, at which time and at the end option and expense of such eight-year period, that Seller shall give Buyer 60 days’ prior written notice and an opportunity to accept (without charge to Buyer) from that Seller a transfer of such books and records, and if Buyer elects not to accept such books and recordsthe Purchaser, the Seller’s obligations Sellers shall deliver such Books and Records to the Purchaser rather than destroying the same. Access to such Books and Records shall be at the Purchaser's expense and may not unreasonably interfere with CIGNA's or any of its subsidiaries' (or any of their successors') business operations. Notwithstanding anything to the contrary contained in this Section 4.4(a), the Purchaser may not exercise its rights under this paragraph (aSection 4.4(a) shall ceasein respect of any Deferred Assets that, from time to time, have not been conveyed to the Purchaser until such time as they have been conveyed to the Purchaser. (b2) For a period of eight (8) years from Following the Closing Date, Buyer the Purchaser shall retain (i) allow CIGNA and make available to Sellers for any lawful purposeits subsidiaries, upon reasonable prior notice and at reasonable timesduring regular business hours, through their employees and representatives, the books right, at the expense of CIGNA, to examine and records make copies of the Business with respect to periods prior Books and Records transferred to the Effective Time Purchaser at the Closing or any Subsequent Closing for any reasonable business purpose relating to their respective businesses, including, without limitation, the preparation or examination of Tax Returns, regulatory filings and to actions and events after financial statements or the Effective Timeconduct of any litigation or regulatory dispute, to the extent they relate to periods prior to the Effective Time. If Buyer ceases to conduct operations prior to the end of such eight-year period, Buyer shall give Sellers 60 days’ prior written notice and an opportunity to accept (without charge to Sellers) from Buyer a transfer of such books and records from Buyerwhether pending or threatened, and if Sellers elect not to accept (ii) maintain such books Books and records, Buyer’s obligations under this paragraph (b) shall cease. (c) After the Closing, Records for examination and copying by CIGNA and its subsidiaries for a period of 30 daysnot less than ten years following the later of the Closing Date or the last Subsequent Closing Date (if any), Buyer provided that after such period the Purchaser shall provide CIGNA with at least twenty business days' written notice prior to destroying or disposing of any such Books and allow Sellers reasonable accessRecords at which time and at the option and expense of CIGNA, the Purchaser shall deliver such Books and Records to CIGNA, rather than destroying the same. Access to such Books and Records shall be at such times as are mutually agreed upon in advance by Sellers CIGNA's expense and Buyer, to the facilities in which the Business is conducted as reasonably necessary to collect and remove the Excluded Assets; provided, however, Buyer’s employees shall may not be obligated to physically assist in the collection and removal of Excluded Assets and in no event shall such collection and removal of Excluded Assets unreasonably disrupt or interfere with the operations Purchaser's or any of the Business, and provided, further that, Sellers shall fully indemnify Buyer for its subsidiaries' (or any and all Losses arising from or relating to Sellers’ collection and removal of the Excluded Assetstheir successors') business operations.

Post-Closing Access. (a) For a period of eight (8) years from Following the Closing Date, Sellers shall retain and make available to Buyer for any lawful purposeshall: (i) allow Purchaser, upon reasonable prior notice and during normal business hours, through its employees and representatives, the right, at Purchaser's expense, to examine and make copies of any records retained by Sellers for any reasonable timesbusiness purpose, Sellers’ including, without limitation, the preparation or examination of Purchaser's or LLANY's Tax recordsreturns, general ledger regulatory filings and other books financial statements, but only to the extent that such records of original entry, Sellers would otherwise constitute Books and original payroll records with respect Records or Post-Closing Records and relate to periods the Business or the conduct of the Business prior to the Effective Time. If termination of the Transition Services Agreement; (ii) allow Purchaser to interview the Sellers' employees for any Seller ceases to conduct operations prior reasonable purpose relating to the end of such eight-year periodBusiness, that Seller shall give Buyer 60 days’ prior written notice and an opportunity to accept (including, without charge to Buyer) from that Seller a transfer of such books and records, and if Buyer elects not to accept such books and recordslimitation, the preparation or examination of Tax returns, regulatory and statutory filings and financial statements and the conduct of any litigation relating to the Liabilities or otherwise, or the conduct of any regulatory, contract holder, participant or other dispute resolution whether pending or threatened; and (iii) maintain such records for Purchaser's examination and copying until at least the third anniversary of the Closing Date, after which the Sellers may destroy such records in their discretion. Access to such records shall not unreasonably interfere with each Seller’s obligations under this paragraph (a) shall cease's or any successor company's business operations. (b) For a period of eight (8) years from Following the Closing Date, Buyer Purchaser and LLANY shall: (i) allow Sellers, upon reasonable prior notice and during normal business hours, through their employees and representatives, the right to (x) examine and make copies, at Sellers' expense, of the Books and Records transferred to Purchaser or LLANY at the Closing and the books and records relating to the Business created and maintained by Purchaser or LLANY after the Closing Date (the "Post-Closing Records"), and (y) interview the Purchaser's and LLANY's employees (including the Transition Employees), in the case of either clause (i)(x) or (i)(y), for any reasonable purpose relating to the Business, including, without limitation, the preparation or examination of Tax returns, regulatory and statutory filings and financial statements and the conduct of any litigation relating to the Retained Liabilities or otherwise, or the conduct of any regulatory, contract holder, participant or other dispute resolution whether pending or threatened; and (ii) maintain such Books and Records and Post-Closing Records for Sellers' examination and copying. Purchaser and LLANY shall retain maintain and make available to Sellers the Books and Records and Post-Closing Records until such time as Sellers give written permission for any lawful purposetheir destruction, upon reasonable notice and at reasonable times, the books and records of the Business which with respect to periods prior to the Effective Time and to actions and events after the Effective Timea particular Policy or Post-Closing Policy, to the extent they relate to periods prior to the Effective Time. If Buyer ceases to conduct operations prior to the end of such eight-year period, Buyer shall give Sellers 60 days’ prior written notice and an opportunity to accept (without charge to Sellers) from Buyer a transfer of such books and records from Buyer, and if Sellers elect not to accept such books and records, Buyer’s obligations under this paragraph (b) shall cease. (c) After the Closing, for a period of 30 days, Buyer shall provide and allow Sellers reasonable access, at such times as are mutually agreed upon in advance by Sellers and Buyer, to the facilities in which the Business is conducted as reasonably necessary to collect and remove the Excluded Assets; provided, however, Buyer’s employees shall not be obligated unreasonably withheld if: (A) the Policy or Post-Closing Policy to physically assist which such Books and Records and Post-Closing Books and Records relate has been (i) expired for longer than three years with respect to Policies or Post-Closing Policies coinsured by Purchaser, or (ii) maintained in accordance with New York Insurance Department Regulation 152 with respect to Policies or Post-Closing Policies coinsured by LLANY, and (B) in addition to compliance with such Regulation 152, if applicable, the collection applicable statute of limitations under all applicable Tax laws has expired with respect to Books and removal of Excluded Assets Records relating to Taxes. Access to such Books and in no event Records shall such collection and removal of Excluded Assets not unreasonably disrupt or interfere with the operations of the Business, and provided, further that, Sellers shall fully indemnify Buyer for any and all Losses arising from Purchaser's or relating to Sellers’ collection and removal of the Excluded AssetsLLANY's business operations.

Post-Closing Access. (a) For a period of eight (8) years from the Closing Date, Sellers shall retain From and make available to Buyer for any lawful purpose, upon reasonable notice and at reasonable times, Sellers’ Tax records, general ledger and other books of original entry, and original payroll records with respect to periods prior to the Effective Time. If any Seller ceases to conduct operations prior to the end of such eight-year period, that Seller shall give Buyer 60 days’ prior written notice and an opportunity to accept (without charge to Buyer) from that Seller a transfer of such books and records, and if Buyer elects not to accept such books and records, the Seller’s obligations under this paragraph (a) shall cease. (b) For a period of eight (8) years from the Closing Date, Buyer shall retain and make available to Sellers for any lawful purpose, upon reasonable notice and at reasonable times, the books and records of the Business with respect to periods prior to the Effective Time and to actions and events after the Effective Time, Buyer will, and will cause its Affiliates to, afford to Seller and its Representatives (i) reasonable access during normal business hours to personnel and to such properties and records, including personnel and medical records, that were transferred to Buyer, (ii) permission to take from the Assets and/or Buyer copies of any books, records, or accounts relating to the Assets and/or relating to the employees who were employed in the Operations by Seller or its Affiliates through and including the Closing Date, and (iii) if requested, will furnish to Seller such additional information and cooperate with Seller in such other respects, including making the Transferred Employees available to Seller at Seller’s expense as witnesses or deponents as Seller may reasonably request for each of the following to the extent they relate to periods prior to the Effective Time. If such matter does not involve a Claim between Buyer ceases to conduct operations prior to the end of such eight-year period, Buyer shall give Sellers 60 days’ prior written notice and an opportunity to accept Seller: (without charge to Sellersa) from Buyer a transfer of such books and records from Buyer, and if Sellers elect not to accept such books and records, Buyer’s obligations under this paragraph financial reporting; (b) shall cease. Tax or similar purposes; (c) After the Closing, for a period purposes of 30 days, Buyer shall provide and allow Sellers reasonable access, at such times as are mutually agreed upon in advance by Sellers and Buyer, to the facilities in which the Business is conducted as reasonably necessary to collect and remove the Excluded Assetsinvestigating claims; or conducting litigation or administrative proceedings with Third Parties or Governmental Authorities; or (d) any other proper purpose; provided, however, Buyer’s employees that Seller shall not be obligated indemnify, defend and hold the Buyer Indemnified Parties harmless (subject to physically assist in the collection and removal of Excluded Assets and in no event shall such collection and removal of Excluded Assets unreasonably disrupt or interfere with the operations of the Business, and provided, further that, Sellers shall fully indemnify Buyer ARTICLE XIV) for any and all Losses to the extent caused by, arising from or relating related to Sellers’ collection the acts or omissions of Seller and removal its Representatives from such access. Buyer will, and will cause its Affiliates to, keep and maintain the records that Seller and its Representatives have access to pursuant to this Section 7.03, such records to be maintained for a period of seven years from the Closing Date or such longer periods as may be required by Applicable Laws; provided, further, that if Buyer desires to destroy or dispose of such records during such period, then Buyer will first offer to Seller in writing at least 60 days before such destruction or disposition to surrender them to Seller and, if Seller does not accept such offer within 20 days after receipt of such offer, then Buyer may take such action. Seller’s right to post-Closing access to the Assets shall include the right to access Excluded AssetsAssets that remain located at the Assets pursuant to Section 2.02.

Post-Closing Access. (a) For Buyer agrees that all Books and Records delivered to Buyer by Seller pursuant to this Agreement shall be open for inspection by Seller at any time during regular business hours upon reasonable notice for a period of eight seven (8) 7) years from (or for such longer period as may be required by applicable Legal Requirements) following the Closing Dateand that, Sellers during such period, Seller, at its expense, may make such copies thereof as it may reasonably desire. Without limiting the generality of the foregoing, Buyer shall retain not destroy or give up possession of any original or final copy of any such Books and make available Records delivered to Buyer for any lawful purposehereunder (whether stored on electronic media or otherwise) without first offering Seller the opportunity, upon reasonable notice at Seller's expense, to obtain such original or final copy or a copy thereof. Seller agrees that all books and at reasonable times, Sellers’ Tax records, general ledger and other books of original entry, and original payroll records with respect to periods prior relating to the Effective Time. If any Seller ceases to conduct operations prior to the end of such eight-year period, that Purchased Assets and retained by Seller shall give be open for inspection by Buyer 60 days’ prior written notice and an opportunity to accept (without charge to Buyer) from that Seller a transfer of such books and records, and if Buyer elects not to accept such books and records, the Seller’s obligations under this paragraph (a) shall cease. (b) For at any time during regular business hours for a period of eight seven (8) 7) years from (or for such longer period as may be required by applicable Legal Requirements) following the Closing Dateand that, Buyer shall retain and during such period, Buyer, at its expense, may make available to Sellers for any lawful purpose, upon reasonable notice and at reasonable times, such copies thereof as it may reasonably desire. Without limiting the books and records generality of the Business with respect to periods prior to the Effective Time and to actions and events after the Effective Timeforegoing, to the extent they relate to periods prior to the Effective Time. If Buyer ceases to conduct operations prior to the end Seller shall not destroy or give up possession of such eight-year period, Buyer shall give Sellers 60 days’ prior written notice and an opportunity to accept (without charge to Sellers) from Buyer a transfer any original or final copy of any such books and records from relating to the Purchased Assets and retained by Seller hereunder (whether stored on electronic media or otherwise) without first offering Buyer the opportunity, at Buyer's expense, and if Sellers elect not to accept obtain such original or final copy or a copy thereof. Nothing contained in this Section 11.12 shall obligate any Party hereto to make available any books and records, Buyer’s obligations under this paragraph (b) shall ceaserecords if to do so would violate the terms of any Contract or Legal Requirement to which it is a party or to which it or its assets are subject. (c) After the Closing, for a period of 30 days, Buyer shall provide and allow Sellers reasonable access, at such times as are mutually agreed upon in advance by Sellers and Buyer, to the facilities in which the Business is conducted as reasonably necessary to collect and remove the Excluded Assets; provided, however, Buyer’s employees shall not be obligated to physically assist in the collection and removal of Excluded Assets and in no event shall such collection and removal of Excluded Assets unreasonably disrupt or interfere with the operations of the Business, and provided, further that, Sellers shall fully indemnify Buyer for any and all Losses arising from or relating to Sellers’ collection and removal of the Excluded Assets.

Post-Closing Access. (a) For a period of eight (8) years from the Closing Date, Sellers shall retain From and make available to Buyer for any lawful purpose, upon reasonable notice and at reasonable times, Sellers’ Tax records, general ledger and other books of original entry, and original payroll records with respect to periods prior to the Effective Time. If any Seller ceases to conduct operations prior to the end of such eight-year period, that Seller shall give Buyer 60 days’ prior written notice and an opportunity to accept (without charge to Buyer) from that Seller a transfer of such books and records, and if Buyer elects not to accept such books and records, the Seller’s obligations under this paragraph (a) shall cease. (b) For a period of eight (8) years from after the Closing Date, Buyer shall retain afford promptly to the Seller Companies and make available their designees and representatives, reasonable access to Sellers the Business Records and the Business Employees to the extent necessary for legitimate and reasonable business purposes of the Seller Companies and their Affiliates, including the Retained Litigation, or otherwise relating to any lawful purpose, upon Seller Document or related to any period ending on or before the Closing Date (at Parent’s sole cost and expense); provided that any such access by the Seller Companies shall be during normal business hours on reasonable notice and at shall not otherwise unreasonably interfere with the conduct of the Hospital & Large Physician Practice Business by Buyer. Unless otherwise consented to in writing by Parent, Buyer shall not, for a period of seven (7) years after the Closing Date, destroy, alter or otherwise dispose of any of the Business Records without first offering to surrender to Parent such Business Records or any portion thereof which Buyer may intend to destroy, alter or otherwise dispose of. (b) From and after the Closing Date, Parent shall afford, and shall cause the other Asset Seller Companies to afford, promptly to Buyer and its designees and representatives reasonable times, access to the books and records (including accountants’ work papers) of the Asset Seller Companies to the extent necessary for legitimate and reasonable business purposes of Buyer and its Affiliates to the extent related to the Hospital & Large Physician Practice Business prior to the Closing Date (at Buyer’s sole cost and expense) (the “Retained Records”); provided that any such access by Buyer shall be during normal business hours on reasonable notice and shall not otherwise unreasonably interfere with the conduct of the businesses of the Asset Seller Companies. Unless otherwise consented to in writing by Buyer, Parent shall not, and shall cause the Asset Seller Companies not to, for a period of seven (7) years after the Closing Date, destroy, alter or otherwise dispose of any of the Retained Records without first offering to surrender to Buyer such Retained Records or any portion thereof which such Asset Seller Company may intend to destroy, alter or otherwise dispose of. Buyer will not use any Confidential Information obtained from the Asset Seller Companies or any of their Affiliates pursuant to this Section 7.10(b) or disclose any of such Confidential Information to any Person, without the prior written consent of the Asset Seller Companies. The obligations of Buyer with respect to periods prior to such Confidential Information will survive for two (2) years from the Effective Time and to actions and events after the Effective Time, to the extent they relate to periods prior to the Effective Time. If Buyer ceases to conduct operations prior to the end date of disclosure of such eight-year period, Confidential Information to Buyer shall give Sellers 60 days’ prior written notice and an opportunity pursuant to accept (without charge to Sellers) from Buyer a transfer of such books and records from Buyer, and if Sellers elect not to accept such books and records, Buyer’s obligations under this paragraph (b) shall ceaseSection 7.10(b). (c) After Each Party may restrict the Closing, for a period of 30 days, Buyer shall provide and allow Sellers reasonable access, at such times as are mutually agreed upon in advance by Sellers and Buyer, foregoing access to the facilities in which extent that (i) applicable Law requires such Party or any of its Affiliates to restrict or prohibit such access or the Business is conducted as provision of such information, (ii) providing such access or information would breach a confidentiality or other obligation to a third party, or (iii) providing such access or disclosure of any such information would reasonably necessary be expected to collect and remove the Excluded Assets; provided, however, Buyer’s employees shall not be obligated to physically assist result in the collection and removal of Excluded Assets and in no event shall such collection and removal of Excluded Assets unreasonably disrupt loss or interfere with the operations waiver of the Business, and provided, further that, Sellers shall fully indemnify Buyer for any and all Losses arising from attorney-client or relating to Sellers’ collection and removal of the Excluded Assetsother applicable privilege or protection.

Post-Closing Access. Following the Closing, subject to applicable Law and subject to Section 5.6, Buyer shall (ai) For retain the Books and Records and any other material documents pertaining to the Transferred Assets and Assumed Liabilities conveyed and assumed at the Closing to the extent that such materials were delivered to Buyer or are otherwise in existence in Buyer’s possession at the Closing that are required to be retained under current retention policies for a period of eight five (8) 5) years from the Closing Date, Sellers shall retain and make available to Buyer for any lawful purpose(ii) provide Seller or its representatives at Seller’s expense with reasonable access without hindering the normal operations of the Business, during normal business hours, and upon reasonable advance notice and at reasonable timesunder the supervision of Xxxxx’s personnel, Sellers’ Tax records, general ledger to the Books and other books of original entry, and original payroll records Records with respect to periods or occurrences prior to the Effective TimeClosing Date for purposes of Seller’s preparation of financial statements, taxes, reporting obligations, litigation, compliance or as otherwise reasonably requested by Seller. If Notwithstanding the foregoing provisions of this Section 5.2(b), Buyer may withhold access, documents or information, the disclosure of which in the reasonable judgment of Buyer would (A) result in the disclosure of any trade secrets of third parties or (B) violate any Law applicable to Buyer that requires Buyer to restrict or prohibit access to such information or (C) violate any of Buyer’s obligations with respect to confidentiality (provided Buyer uses its reasonable efforts to obtain a waiver or consent for such disclosure) or (D) result in the disclosure of any privileged information of Buyer. Following the Closing, subject to applicable Law and subject to Section 5.6, Seller ceases to conduct operations prior shall (1) retain the Excluded Books and Records relating to the end of such eight-year period, that Seller shall give Buyer 60 days’ prior written notice Business and an opportunity any other material documents pertaining to accept (without charge to Buyer) from that Seller a transfer of such books the Transferred Assets and records, Assumed Liabilities not conveyed and if Buyer elects not to accept such books and records, assumed at the Seller’s obligations under this paragraph (a) shall cease. (b) For Closing for a period of eight five (8) 5) years from the Closing Date, and (2) provide Buyer shall retain or its representatives at Buyer’s expense with reasonable access without hindering the normal operations of the Seller’s business, during normal business hours, and make available to Sellers for any lawful purpose, upon reasonable advance notice and at reasonable timesunder the supervision of Seller’s personnel, to the books Excluded Books and records of Records relating to the Business and any other material documents pertaining to the Transferred Assets and Assumed Liabilities not conveyed and assumed at the Closing with respect to periods or occurrences prior to the Effective Time and Closing Date solely for Buyer’s preparation of financial statements, taxes, reporting obligations, litigation, compliance or as otherwise reasonably requested by Buyer. Notwithstanding the foregoing provisions of this Section 5.2(b), Seller may withhold access, documents or information, the disclosure of which in the reasonable judgment of Seller would (I) result in the disclosure of any trade secrets of third parties or (II) violate any Law applicable to actions and events after Seller that requires Seller to restrict or prohibit access to such information, (III) violate any of Seller’s obligations with respect to confidentiality (provided Seller uses its reasonable efforts to obtain a waiver or consent for such disclosure) or (IV) result in the Effective Time, disclosure of any privileged information of Seller. Notwithstanding anything to the extent they relate to periods prior to the Effective Time. If Buyer ceases to conduct operations prior to the end of such eight-year periodcontrary set forth herein, neither Seller nor Buyer shall give Sellers 60 days’ prior written notice and an opportunity be required by this Agreement to accept (without charge to Sellers) from provide the other Party with access, documents or information in connection with a dispute, claim or litigation between Buyer a transfer or any Affiliates of such books and records from Buyer, and if Sellers elect not to accept such books and records, Buyer’s obligations under this paragraph (b) shall cease. (c) After on the Closing, for a period of 30 days, Buyer shall provide and allow Sellers reasonable access, at such times as are mutually agreed upon in advance by Sellers and Buyer, to the facilities in which the Business is conducted as reasonably necessary to collect and remove the Excluded Assets; provided, however, Buyer’s employees shall not be obligated to physically assist in the collection and removal of Excluded Assets and in no event shall such collection and removal of Excluded Assets unreasonably disrupt or interfere with the operations of the Businessone hand, and providedSeller or any Affiliates of Seller, further thaton the other hand, Sellers shall fully indemnify Buyer for any and all Losses arising from or relating to Sellers’ collection and removal except as may be required in accordance with applicable Laws, including rules of the Excluded Assetsdiscovery.

Post-Closing Access. (a) For a period of eight (8) years from the Closing Date, Sellers shall retain From and make available to Buyer for any lawful purpose, upon reasonable notice and at reasonable times, Sellers’ Tax records, general ledger and other books of original entry, and original payroll records with respect to periods prior to the Effective Time. If any Seller ceases to conduct operations prior to the end of such eight-year period, that Seller shall give Buyer 60 days’ prior written notice and an opportunity to accept (without charge to Buyer) from that Seller a transfer of such books and records, and if Buyer elects not to accept such books and records, the Seller’s obligations under this paragraph (a) shall cease. (b) For a period of eight (8) years from the Closing Date, Buyer shall retain and make available to Sellers for any lawful purpose, upon reasonable notice and at reasonable times, the books and records of the Business with respect to periods prior to the Effective Time and to actions and events after the Effective Time, Buyer will, and will cause its Affiliates to, afford to Seller and its representatives reasonable access during normal business hours to personnel and to such properties and records that were transferred to Buyer and permission to take from the Refinery copies of any books, records or accounts relating to the Refinery through and including the Closing Date and, if requested, will furnish to Seller such additional information and cooperate with Seller in such other respects, including the making of employees available to Seller at Seller’s expense as witnesses or deponents as Seller may reasonably request for each of the following to the extent they relate such matter does not involve a Dispute between Buyer and Seller: (i) financial reporting, (ii) tax or similar purposes, (iii) purposes of investigating claims, or conducting litigation or administrative proceedings with third parties or Governmental Authorities or (iv) any other proper purpose, provided that Seller shall indemnify, defend and hold the Buyer Indemnified Parties harmless (subject to periods prior ARTICLE XIII) for all Losses to the Effective Time. If Buyer ceases to conduct operations prior extent caused by, arising from or related to the end acts or omissions of Seller and its representatives from such eight-year period, access. Buyer shall give Sellers 60 days’ prior written notice and an opportunity to accept (without charge to Sellers) from Buyer a transfer of such books and records from Buyerwill, and if Sellers elect not will cause its Affiliates to, keep and maintain the records that Seller and its representatives have access to accept pursuant to this Section 7.03, such books and records, Buyer’s obligations under this paragraph (b) shall cease. (c) After the Closing, records to be maintained for a period of 30 daysten (10) years from the Closing Date or such longer periods as may be required by Applicable Laws, provided that if Buyer shall provide desires to destroy or dispose of such records during such period then Buyer will first offer to Seller in writing at least sixty (60) days before such destruction or disposition to surrender them to Seller and allow Sellers reasonable accessif Seller does not accept such offer within twenty (20) days after receipt of such offer, at then Buyer may take such times as are mutually agreed upon in advance by Sellers and Buyer, action. Seller’s right to post-Closing access to the facilities in which Refinery shall include the Business is conducted as reasonably necessary right to collect and remove the Excluded Assets; provided, however, Buyer’s employees shall not be obligated to physically assist in the collection and removal of access Excluded Assets and in no event shall such collection and removal of Excluded Assets unreasonably disrupt or interfere with that remain located at the operations of the Business, and provided, further that, Sellers shall fully indemnify Buyer for any and all Losses arising from or relating to Sellers’ collection and removal of the Excluded AssetsRefinery pursuant toSection 2.02.

Post-Closing Access. (a) For a period of eight (8) years from the Closing DateAfter Closing, Sellers shall retain Seller and make available to Buyer for any lawful purpose, upon reasonable notice and at reasonable times, Sellers’ Tax records, general ledger and other books of original entry, and original payroll records with respect to periods prior to the Effective Time. If any Seller ceases to conduct operations prior to the end of such eight-year period, that Seller shall give Buyer 60 days’ prior written notice and an opportunity to accept (without charge to Buyer) from that Seller a transfer of such books and records, and if Buyer elects not to accept such books and records, the Seller’s obligations under this paragraph agents, representatives and contractors shall have the non-exclusive and limited right to enter upon the Property upon not less than five (a5) shall cease. (b) For a period of eight (8) years from the Closing Date, Buyer shall retain and make available business days prior notice by Seller to Sellers for any lawful purpose, upon reasonable notice and at reasonable times, the books and records of the Business with respect Purchaser in order to periods prior to the Effective Time and to actions and events after the Effective Time, to the extent they relate to periods prior to the Effective Time. If Buyer ceases to conduct operations prior to the end of such eight-year period, Buyer shall give Sellers 60 days’ prior written notice and an opportunity to accept (without charge to Sellers) from Buyer a transfer of such books and records from Buyer, and if Sellers elect not to accept such books and records, Buyer’s obligations under this paragraph (b) shall cease. (c) After the Closing, for a period of 30 days, Buyer shall provide and allow Sellers reasonable access, at such times as are mutually agreed upon in advance by Sellers and Buyer, to the facilities in which the Business is conducted as perform work reasonably necessary to collect and remove the Excluded Assetssatisfy Seller’s Post-Closing Environmental Obligations; provided, however, Buyerthat (a) prior to each such entry, Seller shall provide Purchaser with all information reasonably necessary to understand the work plan, which information shall include, without limitation, (i) date and time of entry, (ii) nature, location and extent of all work, (iii) duration of entry, and (iv) traffic control plans, if applicable, and (b) Seller shall use commercially reasonable efforts to comply with any reasonable requirements imposed by Purchaser in connection with such entry that are intended to minimize interference with (i) the use and operation of the Property as a commercial shopping center and/or (ii) the rights of any tenants under leases at the Property, which requirements may include the hiring of a security officer. Performance of Seller’s employees Post-Closing Environmental Obligations shall not be obligated coordinated with a representative of Purchaser. Any monitoring xxxxx installed at the Property shall be flush mounted and installed at a location reasonably acceptable to physically assist in Purchaser. Any materials or equipment brought to the collection Property, or wastes generated by Seller’s Post-Closing Environmental Obligations, shall be stored at a location reasonably acceptable to Purchaser and removal of Excluded Assets and shall be Seller’s responsibility to secure. Seller shall remove any such wastes from the Property as expeditiously as possible, but in no event more than thirty (30) days from generation. Purchaser and its agents and representatives shall cooperate with Seller and its agents, representatives and contractors by arranging access to such collection and removal areas of Excluded Assets the Property as shall be reasonably necessary for the purpose of permitting Seller to satisfy Seller’s Post-Closing Environmental Obligations. Any such work shall be done in a manner so as not to unreasonably disrupt or materially interfere with business operations at the operations Property. Seller shall promptly restore any disturbance of or damage to the Business, and provided, further that, Sellers shall fully indemnify Buyer for any and all Losses arising from or relating Property caused by its activities at the Property to Sellers’ collection and removal of a condition substantially the Excluded Assetssame as that which existed before such disturbance.

Post-Closing Access. (a) For a period of eight (8) years from Following the Closing Date, Sellers Purchaser shall retain (a) allow each Seller and make available to Buyer for any lawful purposetheir respective Affiliates, upon reasonable prior notice and at reasonable timesduring regular business hours, Sellers’ Tax records, general ledger through their employees and other books of original entry, and original payroll records with respect to periods prior to the Effective Time. If any Seller ceases to conduct operations prior to the end of such eight-year period, that Seller shall give Buyer 60 days’ prior written notice and an opportunity to accept (without charge to Buyer) from that Seller a transfer of such books and records, and if Buyer elects not to accept such books and recordsrepresentatives, the Seller’s obligations under this paragraph (a) shall cease. (b) For a period of eight (8) years from the Closing Date, Buyer shall retain right to examine and make available to Sellers for any lawful purpose, upon reasonable notice and at reasonable times, copies of the books and records transferred directly or indirectly to Purchaser at the Closing (including pursuant to Section 6.03(e)) for any reasonable business purpose relating to their respective businesses, including the preparation or examination of Tax Returns, regulatory filings and financial statements and the Business with respect to periods prior to conduct of any litigation or the Effective Time conduct of any regulatory, contractholder, participant or other dispute resolution or Proceeding (including any Tax Claim), whether pending or threatened, and to actions and events after the Effective Time, to the extent they relate to periods prior to the Effective Time. If Buyer ceases to conduct operations prior to the end of such eight-year period, Buyer shall give Sellers 60 days’ prior written notice and an opportunity to accept (without charge to Sellersb) from Buyer a transfer of maintain such books and records from Buyer, for examination and if Sellers elect not to accept such books and records, Buyer’s obligations under this paragraph (b) shall cease. (c) After the Closing, copying by any Seller and/or their respective Affiliates for a period of 30 daysnot less than six (6) years following the Closing Date; provided that after such six (6)-year period, Buyer Purchaser shall provide Parent Seller with at least twenty (20) Business Days’ written notice prior to destroying or disposing of any such books and allow Sellers reasonable accessrecords at which time and at the option and expense of Parent Seller, at Purchaser shall deliver such times as are books and records to Parent Seller, rather than destroying the same. Parent Seller shall also make its representatives and personnel available on a mutually agreed upon in advance by Sellers convenient basis to provide additional historical information (and Buyer, explanation thereof) with respect to the facilities in which Acquired Companies reasonably relevant to Purchaser’s preparation of its Income Tax provision relating to the Business is conducted as reasonably necessary to collect and remove the Excluded AssetsAcquired Companies; provided, however, Buyerthat notwithstanding anything to the contrary contained in this Agreement, none of Parent Seller or its Affiliates shall have any liability for (and Purchaser shall indemnify and hold harmless Parent Seller and its Affiliates against) any Losses arising out of or in connection with such Income Tax provision prepared by Purchaser. Access to such books and records shall be at Sellers’ expense, and may not unreasonably interfere with Purchaser’s employees shall not be obligated to physically assist or its Affiliates (including any Acquired Company’s) or any successor company’s business operations. Parent Seller may retain (i) one copy of the materials included in the collection and removal of Excluded Assets and virtual data room organized by Parent Seller (or its Affiliates) in no event shall such collection and removal of Excluded Assets unreasonably disrupt or interfere connection with the operations transactions contemplated by this Agreement, together with a copy of all documents referred to in such materials, (ii) all internal correspondence and memoranda and valuations in connection with the sale of the BusinessTarget Subsidiaries, (iii) a copy of all consolidating and provided, further that, Sellers shall fully indemnify Buyer for any consolidated financial information and all Losses arising from other accounting records prepared or relating to Sellers’ collection and removal used in connection with the preparation of the Excluded AssetsFinancial Statements and (iv) one (1) copy of all Tax Returns. For the avoidance of doubt, to the extent any provision of Section 9.02 conflicts with any provision of this Section 7.05, Section 9.02 shall control.

Post-Closing Access. (a) For a period of eight (8) years from Following the Closing Date, Sellers Seller and the Royal Insurer Affiliates shall retain (i) allow the employees and make available to Buyer for any lawful purposerepresentatives of Purchaser, upon reasonable prior notice and during regular business hours, the right, at Purchaser's expense, to examine and make copies of any Books and Records relating to the Business which were retained by Seller or any of its Subsidiaries for any reasonable timespurpose relating to the Business, Sellers’ including, without limitation, the preparation or examination of, or dispute relating to, Purchaser's Tax recordsReturns, general ledger regulatory filings and other books financial statements and the conduct of original entryany litigation or regulatory dispute, and original payroll records with respect to periods whether pending or threatened, concerning the conduct of the Business prior to the Effective Time. If any Closing Date and (ii) maintain such Books and Records for Purchaser's examination and copying for a period of not less than ten (10) years following the Closing Date, provided that after such period Seller ceases to conduct operations shall provide Purchaser with at least twenty (20) Business Days' written notice prior to destroying or otherwise disposing of any such Books and Records, at which time and at the end option and expense of such eight-year periodPurchaser, that Seller shall give Buyer 60 days’ deliver such Books and Records to Purchaser rather than destroying the same. In addition, following the Closing Date, Seller and the Royal Insurer Affiliates shall provide the employees and representatives of Purchaser, upon reasonable prior written notice and an opportunity to accept (without charge to Buyer) from that Seller a transfer of such books and records, and if Buyer elects not to accept such books and recordsduring regular business hours, the right, at Purchaser's expense, to examine and make copies of the claims histories maintained by Seller and/or the Royal Insurer Affiliates in respect of business underwritten by RSUI for the Royal Insurer Affiliates (the "Claims Histories"). For purposes of clause (ii) of the preceding sentence and for purposes of the last sentence of this Section 8.4(a), the term "Books and Records" shall be deemed to include the Claims Histories. Access to such Books and Records shall be at Purchaser's expense and may not unreasonably interfere with Seller’s obligations under this paragraph 's or any of its Subsidiaries' (aor any of their successors') shall ceasebusiness operations. (b) For a period of eight (8) years from Following the Closing Date, Buyer Purchaser shall retain (i) allow Seller and make available to Sellers for any lawful purposethe Royal Insurer Affiliates, upon reasonable prior notice and at reasonable timesduring regular business hours, through its employees and representatives, the books right, at the expense of Seller, to examine and records make copies of the Business with respect Books and Records transferred to periods prior Purchaser at the Closing for any reasonable business purpose relating to any of their respective businesses, including, without limitation, the Effective Time preparation or examination of the Closing Financial Data, Tax Returns, regulatory filings and to actions and events after financial statements or the Effective Timeconduct of any litigation or regulatory dispute, to the extent they relate to periods prior to the Effective Time. If Buyer ceases to conduct operations prior to the end of such eight-year period, Buyer shall give Sellers 60 days’ prior written notice and an opportunity to accept (without charge to Sellers) from Buyer a transfer of such books and records from Buyerwhether pending or threatened, and if Sellers elect not (ii) subject to accept any record retention requirements set forth in the Administrative Services Agreements, maintain such books Books and records, Buyer’s obligations under this paragraph (b) shall cease. (c) After the Closing, Records for examination and copying by Seller and its Subsidiaries for a period of 30 days, Buyer not less than ten (10) years following the Closing Date; provided that after such period Purchaser shall provide Seller with at least twenty (20) Business Days' written notice prior to destroying or disposing of any such Books and allow Sellers reasonable accessRecords at which time and at the option and expense of Seller, Purchaser shall deliver such Books and Records to Seller, rather than destroying the same. Access to such Books and Records shall be at such times as are mutually agreed upon in advance by Sellers Seller's expense and Buyer, to the facilities in which the Business is conducted as reasonably necessary to collect and remove the Excluded Assets; provided, however, Buyer’s employees shall may not be obligated to physically assist in the collection and removal of Excluded Assets and in no event shall such collection and removal of Excluded Assets unreasonably disrupt or interfere with the operations Purchaser's or any of the Business, and provided, further that, Sellers shall fully indemnify Buyer for its Affiliates' (or any and all Losses arising from or relating to Sellers’ collection and removal of the Excluded Assetstheir successors') business operations.

Post-Closing Access. (a) For Buyer agrees that all books and records delivered to Buyer by Seller pursuant to this Agreement shall be open for inspection by Seller at any time during regular business hours upon reasonable notice for a period of eight seven (8) 7) years from (or for such longer period as may be required by applicable Law) following the Closing Date, Sellers shall retain and make available to Buyer for any lawful purpose, upon reasonable notice and at reasonable times, Sellers’ Tax records, general ledger and other books of original entry, and original payroll records with respect to periods prior to the Effective Time. If any Seller ceases to conduct operations prior to the end of that during such eight-year period, that Seller shall give Buyer 60 days’ prior written notice and an opportunity to accept (without charge to Buyer) from that Seller a transfer Seller, at its expense, may make such copies thereof as it may reasonably desire. Without limiting the generality of such books and records, and if Buyer elects not to accept such books and records, the Seller’s obligations under this paragraph (a) shall cease. (b) For a period of eight (8) years from the Closing Dateforegoing, Buyer shall retain and make available to Sellers for not destroy or give up possession of any lawful purpose, upon reasonable notice and at reasonable times, the books and records original or final copy of the Business with respect to periods prior to the Effective Time and to actions and events after the Effective Time, to the extent they relate to periods prior to the Effective Time. If Buyer ceases to conduct operations prior to the end of such eight-year period, Buyer shall give Sellers 60 days’ prior written notice and an opportunity to accept (without charge to Sellers) from Buyer a transfer of any such books and records from Buyerdelivered to Buyer hereunder (whether stored on electronic media or otherwise) without first offering Seller the opportunity, and if Sellers elect not at Seller's expense, to accept obtain such original or final copy or a copy thereof. b) Seller agrees that all books and records, Buyer’s obligations under this paragraph (b) records relating to the Business and retained by Seller shall cease. (c) After the Closing, be open for inspection by Buyer at any time during regular business hours for a period of 30 daysseven (7) years (or for such longer period as may be required by applicable Law) following the Closing and that during such period, Buyer shall provide and allow Sellers reasonable accessBuyer, at its expense, may make such times copies thereof as are mutually agreed upon in advance it may reasonably desire. Without limiting the generality of the foregoing, Seller shall not destroy or give up possession of any original or final copy of any such books and records relating to the Business and retained by Sellers and Seller hereunder (whether stored on electronic media or otherwise) without first offering Buyer the opportunity, at Buyer's expense, to obtain such original or final copy or a copy thereof. c) Nothing contained in this Section 6.3 shall obligate any party hereto to make available any books and records if to do so would violate the facilities in terms of any Contract to which the Business it is conducted as reasonably necessary a party or to collect and remove the Excluded Assets; provided, however, Buyer’s employees shall not be obligated to physically assist in the collection and removal of Excluded Assets and in no event shall such collection and removal of Excluded Assets unreasonably disrupt which it or interfere with the operations of the Business, and provided, further that, Sellers shall fully indemnify Buyer for any and all Losses arising from or relating to Sellers’ collection and removal of the Excluded Assetsits assets are subject.

Post-Closing Access. (a) For a period The Seller shall, and shall cause each other member of eight (8) years from the Seller Group to, use commercially reasonable efforts to deliver or cause to be delivered to the Purchaser at the Applicable Closing Dateall properties, Sellers shall retain and make available to Buyer for any lawful purposebooks, upon reasonable notice and at reasonable times, Sellers’ Tax records, general ledger Contracts, information and other books documents in the Seller’s, such member of original entrythe Seller Group’s or any of their respective Affiliates’ possession relating to the Business, the Transferred Entities and the Transferred Assets that are intended to be transferred hereunder that are not already in the possession or control of the Transferred Entities. As soon as is reasonably practicable after the Applicable Closing, the Seller shall, and original payroll records with respect shall cause each other member of the Seller Group to, provide the Purchaser the opportunity to periods prior take ownership and possession of any remaining properties, books, records, Contracts, information and documents relating to the Effective Time. If any Seller ceases Business, the Transferred Entities and the Transferred Assets that are intended to conduct operations prior be transferred hereunder that are not already in the possession or control of the Purchaser and its Affiliates (including the Transferred Entities); provided that, if the Purchaser does not acknowledge and agree in writing to the end take ownership and possession of such eight-year periodremaining properties, that books, records, Contracts, information or documents within ninety (90) days after the Seller delivers the last of two notices of its intent to dispose of such items, the Seller shall give Buyer 60 days’ prior written have no obligation to retain, and may dispose of, such remaining properties, books, records, Contracts, information or documents; provided that the Seller shall deliver its second notice and an opportunity of its intent to accept (without charge to Buyer) from that Seller a transfer dispose of such books and records, and if Buyer elects not to accept such books and records, items at least 30 days after the Seller’s obligations under this paragraph (a) shall ceasedelivery of its first notice. (b) For a period The Purchaser agrees that it will, and will cause its Subsidiaries to, preserve and keep the books of eight (8) years from accounts and financial and other records held by it relating to the Closing Date, Buyer shall retain and make available to Sellers for any lawful purpose, upon reasonable notice and at reasonable timesBusiness, the books Transferred Entities and records of the Business with respect Transferred Assets (including accountants’ work papers) relating to periods the period prior to the Effective Time and to actions and events after the Effective Time, to the extent they relate to periods prior to the Effective Time. If Buyer ceases to conduct operations prior to the end of such eight-year period, Buyer shall give Sellers 60 days’ prior written notice and an opportunity to accept (without charge to Sellers) from Buyer a transfer of such books and records from Buyer, and if Sellers elect not to accept such books and records, Buyer’s obligations under this paragraph (b) shall cease. (c) After the final Deferred Closing, for a period of 30 daysseven years from the final Deferred Closing Date; provided that, Buyer prior to disposing of any such records after such period (except in accordance with its record retention policies consistent with past practice), the applicable Person shall provide written notice to the Seller of its intent to dispose of such records and allow Sellers shall provide the Seller with the opportunity to take ownership and possession of such records (at the Seller’s sole expense) within ninety (90) days after the second such notice is delivered (provided that the second notice of the intent to dispose of such items is delivered at least thirty (30) days after the delivery of the first notice). If the Seller does not confirm its intention in writing to take ownership and possession of such records within such ninety (90)-day period, the Person who possesses the records may proceed with the disposition of such records. (c) From and after the Applicable Closing Date and subject to customary confidentiality undertakings, the Seller and the Purchaser shall use commercially reasonable accessefforts to make, or cause to be made, during normal business hours, all records and other information and all employees and auditors, in each case, relating to the Business solely prior to the Applicable Closing (including by making them available for interviews, review of files or pleadings, preparation and provision of witness statements, depositions, interrogatories, testimony, investigation and preparation in connection with any negotiations, legal or arbitration proceeding) available to the other (or its designee), at such times and places as are mutually agreed upon may be reasonably required by such party, and at the sole expense of the requesting party, (i) in advance connection with any audit or investigation of, insurance claims by, legal proceedings or disputes involving, governmental investigations of, compliance with legal requirements by, or the preparation of financial statements of, the Seller or the Purchaser or any of their respective Affiliates (which, in the case of the Seller, for purposes of this Section 5.4(c), shall include entities and businesses previously divested by Sellers the Seller Group) or (ii) in order to enable the Seller or the Purchaser to comply with its obligations under this Agreement, any of the other Transaction Documents and Buyereach other agreement, document or instrument contemplated hereby or thereby or (iii) in connection with the exercise of the contractual rights of entities and businesses previously divested by the Seller Group as set forth on Section 1.2(b)(xvii) of the Disclosure Schedules to access such information pursuant to the facilities transaction agreements relating to such divestment, in which each case, solely to the Business is conducted extent of such party’s contractual rights), but excluding, in each case, any dispute between the Seller or any of its Affiliates, on the one hand, and the Purchaser or any of its Affiliates, on the other hand, except as reasonably necessary to collect and remove would be required by applicable civil process or applicable discovery rules; provided that such access shall not unreasonably interfere with the Excluded Assetsnormal business operations of the Seller, the Purchaser or their respective Affiliates, as applicable; provided, howeverfurther, Buyer’s employees that, prior to any such access, the Seller, the Purchaser, their respective Affiliates and their representatives, as applicable, shall not enter into a customary confidentiality agreement with the party providing such access. Notwithstanding anything to the contrary set forth in this Section 5.4(c), no party shall be obligated required to physically assist disclose to the other or its representatives any information if doing so would, in the collection reasonable and removal good faith judgment of Excluded Assets and in no event shall counsel to such collection and removal of Excluded Assets unreasonably disrupt party, violate confidentiality obligations, attorney-client privilege or interfere with the operations of the Business, and applicable Law (provided, further thatthat such party shall promptly notify the other party thereof and use commercially reasonable efforts to seek alternative means to disclose such information as nearly as possible without adversely affecting such confidentiality obligations, Sellers shall fully indemnify Buyer for any and all Losses arising from attorney client privilege or relating to Sellers’ collection and removal of the Excluded Assetsapplicable Law).

Post-Closing Access. (a) For From and after the Closing Date, Buyer shall afford promptly to Rubicon Tech Holdings and its designees and Representatives, reasonable access to the Business Records and the Transferring Employees to the extent necessary for legitimate and reasonable business purposes of Rubicon Tech Holdings and its Affiliates relating to any Seller Document or related to any period ending on or before the Closing Date (at Rubicon Tech Holdings’ sole cost and expense); provided that any such access by Rubicon Tech Holdings shall be during normal business hours on reasonable notice and shall not otherwise unreasonably interfere with the conduct of the Technology Business by Buyer. Unless otherwise consented to in writing by Rubicon Tech Holdings, Buyer shall not, for a period of eight seven (8) 7) years after the Closing Date, destroy, alter or otherwise dispose of any of the Business Records without first offering to surrender to Rubicon Tech Holdings such Business Records or any portion thereof which Buyer may intend to destroy, alter or otherwise dispose of. Sellers will hold in confidence all Confidential Information obtained from Buyer or any of its Affiliates. (b) From and after the Closing Date, Sellers shall retain and make available afford promptly to Buyer and its designees and Representatives reasonable access to the books and records (including accountants’ work papers) of Sellers to the extent necessary for legitimate and reasonable business purposes of Buyer and its Affiliates to the extent related to the Technology Business prior to the Closing Date (at Buyer’s sole cost and expense) (the “Retained Records”); provided that any lawful purpose, upon such access by Buyer shall be during normal business hours on reasonable notice and at reasonable timesshall not otherwise unreasonably interfere with the conduct of the businesses of Sellers. Unless otherwise consented to in writing by Bxxxx, Sellers’ Tax recordsSellers shall not, general ledger and other books of original entry, and original payroll records with respect to periods prior to the Effective Time. If any Seller ceases to conduct operations prior to the end of such eight-year period, that Seller shall give Buyer 60 days’ prior written notice and an opportunity to accept (without charge to Buyer) from that Seller a transfer of such books and records, and if Buyer elects not to accept such books and records, the Seller’s obligations under this paragraph (a) shall cease. (b) For for a period of eight seven (8) 7) years from after the Closing Date, Buyer shall retain and make available to Sellers for destroy, alter or otherwise dispose of any lawful purpose, upon reasonable notice and at reasonable times, the books and records of the Business Retained Records without first offering to surrender to Buyer such Retained Records or any portion thereof which such Seller may intend to destroy, alter or otherwise dispose of. Buyer will not use any Confidential Information obtained from Sellers or any of their Affiliates pursuant to this Section 8.6(b) or disclose any of such Confidential Information to any Person, without the prior written consent of Sellers. The obligations of Buyer with respect to periods prior to such Confidential Information will survive for two (2) years from the Effective Time and to actions and events after the Effective Time, to the extent they relate to periods prior to the Effective Time. If Buyer ceases to conduct operations prior to the end date of disclosure of such eight-year period, Confidential Information to Buyer shall give Sellers 60 days’ prior written notice and an opportunity pursuant to accept (without charge to Sellers) from Buyer a transfer of such books and records from Buyer, and if Sellers elect not to accept such books and records, Buyer’s obligations under this paragraph (b) shall ceaseSection 8.6(b). (c) After Each Party may restrict the Closing, for a period of 30 days, Buyer shall provide and allow Sellers reasonable access, at such times as are mutually agreed upon in advance by Sellers and Buyer, foregoing access to the facilities in which extent that (i) applicable Law requires such Party or any of its Affiliates to restrict or prohibit such access or the Business is conducted as provision of such information, (ii) providing such access or information would breach a confidentiality or other obligation to a third party, or (iii) providing such access or disclosure of any such information would reasonably necessary be expected to collect and remove the Excluded Assets; provided, however, Buyer’s employees shall not be obligated to physically assist result in the collection and removal of Excluded Assets and in no event shall such collection and removal of Excluded Assets unreasonably disrupt loss or interfere with the operations waiver of the Business, and provided, further that, Sellers shall fully indemnify Buyer for any and all Losses arising from attorney-client or relating to Sellers’ collection and removal of the Excluded Assetsother applicable privilege or protection.

Post-Closing Access. (a) For From and after the Closing Date, Buyer shall afford promptly to Allscripts Healthcare and its designees and representatives, reasonable access to the Business Records and the Transferring Employees to the extent necessary for legitimate and reasonable business purposes of Allscripts Healthcare and its Affiliates relating to any Seller Document or related to any period ending on or before the Closing Date (at Allscripts Healthcare’s sole cost and expense); provided that any such access by Allscripts Healthcare shall be during normal business hours on reasonable notice and shall not otherwise unreasonably interfere with the conduct of the EPSi Business by Buyer. Unless otherwise consented to in writing by Allscripts Healthcare, Buyer shall not, for a period of eight seven (8) 7) years after the Closing Date, destroy, alter or otherwise dispose of any of the Business Records without first offering to surrender to Allscripts Healthcare such Business Records or any portion thereof which Buyer may intend to destroy, alter or otherwise dispose of. Sellers will hold in confidence all Confidential Information obtained from Buyer or any of its Affiliates in accordance with ‎Section 7.5(c). (b) From and after the Closing Date, Sellers shall retain and make available afford promptly to Buyer and its designees and representatives reasonable access to the books and records (including accountants’ work papers) of Sellers to the extent necessary for legitimate and reasonable business purposes of Buyer and its Affiliates to the extent related to the EPSi Business prior to the Closing Date (at Buyer’s sole cost and expense) (the “Retained Records”); provided that any lawful purpose, upon such access by Buyer shall be during normal business hours on reasonable notice and at reasonable timesshall not otherwise unreasonably interfere with the conduct of the businesses of Sellers. Unless otherwise consented to in writing by Buyer, Sellers’ Tax recordsSellers shall not, general ledger and other books of original entry, and original payroll records with respect to periods prior to the Effective Time. If any Seller ceases to conduct operations prior to the end of such eight-year period, that Seller shall give Buyer 60 days’ prior written notice and an opportunity to accept (without charge to Buyer) from that Seller a transfer of such books and records, and if Buyer elects not to accept such books and records, the Seller’s obligations under this paragraph (a) shall cease. (b) For for a period of eight seven (8) 7) years from after the Closing Date, Buyer shall retain and make available to Sellers for destroy, alter or otherwise dispose of any lawful purpose, upon reasonable notice and at reasonable times, the books and records of the Business Retained Records without first offering to surrender to Buyer such Retained Records or any portion thereof which such Seller may intend to destroy, alter or otherwise dispose of. Buyer will not use any Confidential Information obtained from Sellers or any of their Affiliates pursuant to this Section 7.10(b) or disclose any of such Confidential Information to any Person, without the prior written consent of Sellers. The obligations of Buyer with respect to periods prior to such Confidential Information will survive for two (2) years from the Effective Time and to actions and events after the Effective Time, to the extent they relate to periods prior to the Effective Time. If Buyer ceases to conduct operations prior to the end date of disclosure of such eight-year period, Confidential Information to Buyer shall give Sellers 60 days’ prior written notice and an opportunity pursuant to accept (without charge to Sellers) from Buyer a transfer of such books and records from Buyer, and if Sellers elect not to accept such books and records, Buyer’s obligations under this paragraph (b) shall ceaseSection 7.10(b). (c) After Each Party may restrict the Closing, for a period of 30 days, Buyer shall provide and allow Sellers reasonable access, at such times as are mutually agreed upon in advance by Sellers and Buyer, foregoing access to the facilities in which extent that (i) applicable Law requires such Party or any of its Affiliates to restrict or prohibit such access or the Business is conducted as provision of such information, (ii) providing such access or information would breach a confidentiality or other obligation to a third party, or (iii) providing such access or disclosure of any such information would reasonably necessary be expected to collect and remove the Excluded Assets; provided, however, Buyer’s employees shall not be obligated to physically assist result in the collection and removal of Excluded Assets and in no event shall such collection and removal of Excluded Assets unreasonably disrupt loss or interfere with the operations waiver of the Business, and provided, further that, Sellers shall fully indemnify Buyer for any and all Losses arising from attorney-client or relating to Sellers’ collection and removal of the Excluded Assetsother applicable privilege or protection.

Post-Closing Access. (a) For a period of eight (8) years from Following the Closing Date, Sellers shall retain and make available to Buyer for any lawful purposeshall: (i) allow Purchaser, upon reasonable prior notice and during normal business hours, through its employees and representatives, the right, at Purchaser's expense, to examine and make copies of any records retained by Sellers for any reasonable timesbusiness purpose, Sellers’ including, without limitation, the preparation or examination of Purchaser's or LLANY's Tax recordsreturns, general ledger regulatory filings and other books financial statements, but only to the extent that such records of original entry, Sellers would otherwise constitute Books and original payroll records with respect Records or Post-Closing Records and relate to periods the Business or the conduct of the Business prior to the Effective Time. If termination of the Transition Services Agreement; (ii) allow Purchaser to interview the Sellers' employees for any Seller ceases to conduct operations prior reasonable purpose relating to the end of such eight-year periodBusiness, that Seller shall give Buyer 60 days’ prior written notice and an opportunity to accept (including, without charge to Buyer) from that Seller a transfer of such books and records, and if Buyer elects not to accept such books and recordslimitation, the preparation or examination of Tax returns, regulatory and statutory filings and financial statements and the conduct of any litigation relating to the Liabilities or otherwise, or the conduct of any regulatory, contract holder, participant or other dispute resolution whether pending or threatened; and (iii) maintain such records for Purchaser's examination and copying until at least the third anniversary of the Closing Date, after which the Sellers may destroy such records in their discretion. Access to such records shall not unreasonably interfere with each Seller’s obligations under this paragraph (a) shall cease's or any successor company's business operations. (b) For a period of eight (8) years from Following the Closing Date, Buyer Purchaser and LLANY shall: (i) allow Sellers, upon reasonable prior notice and during normal business hours, through their employees and representatives, the right to (x) examine and make copies, at Sellers' expense, of the Books and Records transferred to Purchaser or LLANY at the Closing and the books and records relating to the Business created and maintained by Purchaser or LLANY after the Closing Date (the "Post-Closing Records"), and (y) interview the Purchaser's and LLANY's employees (including the Transition Employees), in the case of either clause (i)(x) or (i)(y), for any reasonable purpose relating to the Business, including, without limitation, the preparation or examination of Tax returns, regulatory and statutory filings and financial statements and the conduct of any litigation relating to the Retained Liabilities or otherwise, or the conduct of any regulatory, contract holder, participant or other dispute resolution whether pending or threatened; and (ii) maintain such Books and Records and Post-Closing Records for Sellers' examination and copying. Purchaser and LLANY shall retain maintain and make available to Sellers the Books and Records and Post-Closing Records until such time as Sellers give written permission for any lawful purposetheir destruction, upon reasonable notice and at reasonable times, the books and records of the Business which with respect to periods prior to the Effective Time and to actions and events after the Effective Timea particular Policy or Post-Closing Policy, to the extent they relate to periods prior to the Effective Time. If Buyer ceases to conduct operations prior to the end of such eight-year period, Buyer shall give Sellers 60 days’ prior written notice and an opportunity to accept (without charge to Sellers) from Buyer a transfer of such books and records from Buyer, and if Sellers elect not to accept such books and records, Buyer’s obligations under this paragraph (b) shall cease. (c) After the Closing, for a period of 30 days, Buyer shall provide and allow Sellers reasonable access, at such times as are mutually agreed upon in advance by Sellers and Buyer, to the facilities in which the Business is conducted as reasonably necessary to collect and remove the Excluded Assets; provided, however, Buyer’s employees shall not be obligated unreasonably withheld if: (A) the Policy or Post-Closing Policy to physically assist in which such Books and Records and Post-Closing Books and Records relate has been expired for longer than three years; or (B) the collection applicable statute of limitations under all applicable Tax laws has expired with respect to Books and removal of Excluded Assets Records relating to Taxes. Access to such Books and in no event Records shall such collection and removal of Excluded Assets not unreasonably disrupt or interfere with the operations of the Business, and provided, further that, Sellers shall fully indemnify Buyer for any and all Losses arising from Purchaser's or relating to Sellers’ collection and removal of the Excluded AssetsLLANY's business operations.

Post-Closing Access. (a) For In addition to any other rights contemplated or provided herein, the Purchaser will provide to the Vendor full access to the Purchased Assets, including the Books and Records, and the Pulp Mill, as the Vendor may reasonably request at any time and from time to time after the Closing Date for the purposes of accounting, audit, tax, bank regulatory compliance, bankruptcy compliance or litigation matters pertaining to the Vendor, including completion of various adjustment calculations and other matters contemplated by this Agreement. Such post-Closing access shall be granted to the Vendor, and to its directors, officers, employees, agents and other authorized representatives designated in writing by the Vendor to the Purchaser from time to time for the purposes of such access, within a period reasonable time after the Vendor has delivered written notice to the Purchaser specifying the type of eight (8) years access the Vendor desires and the Books and Records the Vendor wishes to have access to. The Vendor shall be responsible for the acts or omissions of itself and any of the aforesaid Persons in the course of such access and shall ensure that any and all said access does not disrupt the Purchaser or the operation of the Business. The Vendor shall be entitled to take extracts from the Books and Records in respect of periods prior to the Closing Date, Sellers but shall retain and make available not be entitled to Buyer for any lawful purpose, upon reasonable notice and at reasonable times, Sellers’ Tax records, general ledger and other books of original entry, and original payroll records with respect information relevant to periods prior to the Effective Time. If any Seller ceases to conduct operations prior to the end of such eight-year period, that Seller shall give Buyer 60 days’ prior written notice from and an opportunity to accept (without charge to Buyer) from that Seller a transfer of such books and records, and if Buyer elects not to accept such books and records, the Seller’s obligations under this paragraph (a) shall cease. (b) For a period of eight (8) years from after the Closing Date, Buyer . The Vendor will bear the reasonable out-of-pocket costs and expenses of any such access and extracts of information requested from time to time. The Vendor covenants and agrees that it shall retain and make available to Sellers for any lawful purpose, upon reasonable notice and at reasonable times, the books and records of the Business with respect to periods prior to the Effective Time and to actions and events after the Effective Time, to the extent they relate to periods prior to the Effective Time. If Buyer ceases to conduct operations prior to the end of such eight-year period, Buyer shall give Sellers 60 days’ prior written notice and an opportunity to accept (without charge to Sellers) from Buyer a transfer of such books and records from Buyernot, and if Sellers elect shall cause its directors, officers, employees, agents and other representatives not to accept such books and recordsto, Buyer’s obligations under this paragraph (b) shall cease. (c) After the Closingdisclose, divulge, furnish, publish or use for a period of 30 daysits benefit, Buyer shall provide and allow Sellers reasonable access, at such times as are mutually agreed upon in advance by Sellers and Buyer, to the facilities in which the Business is conducted as reasonably necessary to collect and remove the Excluded Assets; provided, however, Buyer’s employees shall not be obligated to physically assist in the collection and removal of Excluded Assets and in no event shall such collection and removal of Excluded Assets unreasonably disrupt or interfere with the operations of the Business, and provided, further that, Sellers shall fully indemnify Buyer for any and all Losses arising from or relating to Sellers’ collection and removal of the Excluded Assets.the

Post-Closing Access. Following the Closing, subject to applicable Law and subject to Section 5.6, Buyer shall (ai) For retain the Books and Records and any other material documents pertaining to the Transferred Assets and Assumed Liabilities conveyed and assumed at the Closing to the extent that such materials were delivered to Buyer or are otherwise in existence in Buyer’s possession at the Closing that are required to be retained under current retention policies for a period of eight five (8) 5) years from the Closing Date, Sellers shall retain and make available to Buyer for any lawful purpose(ii) provide Seller or its representatives at Seller’s expense with reasonable access without hindering the normal operations of the Business, during normal business hours, and upon reasonable advance notice and at reasonable timesunder the supervision of Buyer’s personnel, Sellers’ Tax records, general ledger to the Books and other books of original entry, and original payroll records Records with respect to periods or occurrences prior to the Effective TimeClosing Date for purposes of Seller’s preparation of financial statements, taxes, reporting obligations, litigation, compliance or as otherwise reasonably requested by Seller. If Notwithstanding the foregoing provisions of this Section 5.2(b), Buyer may withhold access, documents or information, the disclosure of which in the reasonable judgment of Buyer would (A) result in the disclosure of any trade secrets of third parties or (B) violate any Law applicable to Buyer that requires Buyer to restrict or prohibit access to such information or (C) violate any of Buyer’s obligations with respect to confidentiality (provided Buyer uses its reasonable efforts to obtain a waiver or consent for such disclosure) or (D) result in the disclosure of any privileged information of Buyer. Following the Closing, subject to applicable Law and subject to Section 5.6, Seller ceases to conduct operations prior shall (1) retain the Excluded Books and Records relating to the end of such eight-year period, that Seller shall give Buyer 60 days’ prior written notice Business and an opportunity any other material documents pertaining to accept (without charge to Buyer) from that Seller a transfer of such books the Transferred Assets and records, Assumed Liabilities not conveyed and if Buyer elects not to accept such books and records, assumed at the Seller’s obligations under this paragraph (a) shall cease. (b) For Closing for a period of eight five (8) 5) years from the Closing Date, and (2) provide Buyer shall retain or its representatives at Buyer’s expense with reasonable access without hindering the normal operations of the Seller’s business, during normal business hours, and make available to Sellers for any lawful purpose, upon reasonable advance notice and at reasonable timesunder the supervision of Seller’s personnel, to the books Excluded Books and records of Records relating to the Business and any other material documents pertaining to the Transferred Assets and Assumed Liabilities not conveyed and assumed at the Closing with respect to periods or occurrences prior to the Effective Time and Closing Date solely for Buyer’s preparation of financial statements, taxes, reporting obligations, litigation, compliance or as otherwise reasonably requested by Buyer. Notwithstanding the foregoing provisions of this Section 5.2(b), Seller may withhold access, documents or information, the disclosure of which in the reasonable judgment of Seller would (I) result in the disclosure of any trade secrets of third parties or (II) violate any Law applicable to actions and events after Seller that requires Seller to restrict or prohibit access to such information, (III) violate any of Seller’s obligations with respect to confidentiality (provided Seller uses its reasonable efforts to obtain a waiver or consent for such disclosure) or (IV) result in the Effective Time, disclosure of any privileged information of Seller. Notwithstanding anything to the extent they relate to periods prior to the Effective Time. If Buyer ceases to conduct operations prior to the end of such eight-year periodcontrary set forth herein, neither Seller nor Buyer shall give Sellers 60 days’ prior written notice and an opportunity be required by this Agreement to accept (without charge to Sellers) from provide the other Party with access, documents or information in connection with a dispute, claim or litigation between Buyer a transfer or any Affiliates of such books and records from Buyer, and if Sellers elect not to accept such books and records, Buyer’s obligations under this paragraph (b) shall cease. (c) After on the Closing, for a period of 30 days, Buyer shall provide and allow Sellers reasonable access, at such times as are mutually agreed upon in advance by Sellers and Buyer, to the facilities in which the Business is conducted as reasonably necessary to collect and remove the Excluded Assets; provided, however, Buyer’s employees shall not be obligated to physically assist in the collection and removal of Excluded Assets and in no event shall such collection and removal of Excluded Assets unreasonably disrupt or interfere with the operations of the Businessone hand, and providedSeller or any Affiliates of Seller, further thaton the other hand, Sellers shall fully indemnify Buyer for any and all Losses arising from or relating to Sellers’ collection and removal except as may be required in accordance with applicable Laws, including rules of the Excluded Assetsdiscovery.

Post-Closing Access. (a) For a period of eight (8) years from the Closing Date, Sellers Seller shall retain and make available to Buyer for any lawful purpose, upon reasonable notice and at reasonable times, Sellers’ Seller’s Tax records, general ledger ledgers and other books of original entry, and original payroll records with respect to periods prior to the Effective Time. If any Seller ceases to conduct operations prior to the end of such eight-year period, that Seller shall give Buyer 60 days’ prior written notice and an opportunity to accept (without charge to Buyer) from that Seller a transfer of such books and records, and if Buyer elects not to accept such books and records, the Seller’s obligations under this paragraph (a) shall cease. (b) For a period of eight (8) years from the Closing Date, Buyer shall retain and make available to Sellers Seller for any lawful purpose, upon reasonable notice and at reasonable times, the books and records of the Business with respect to periods prior to the Effective Time and to actions and events after the Effective Time, to the extent they relate to periods prior to the Effective Time. If Buyer ceases to conduct operations prior to the end of such eight-year period, Buyer shall give Sellers Seller 60 days’ prior written notice and an opportunity to accept (without charge to SellersSeller) from Buyer a transfer of such books and records from Buyer, and if Sellers elect Seller elects not to accept such books and records, Buyer’s obligations under this paragraph (b) shall cease. (c) After the Closing, for a period of 30 days, Buyer shall provide and allow Sellers Seller reasonable access, at such times as are mutually agreed upon in advance by Sellers Seller, and Buyer, to the facilities in which the Business is conducted as reasonably necessary to collect and remove the Excluded Assets; provided, however, Buyer’s employees shall not be obligated to physically assist in the collection and removal of Excluded Assets and in no event shall such collection and removal of Excluded Assets unreasonably disrupt or interfere with the operations of the Business, and provided, further that, Sellers Seller, jointly and severally, shall fully indemnify Buyer for any and all Losses arising from or relating to Sellers’ Seller’s collection and removal of the Excluded Assets. (d) Within 45 days following the Closing, Buyer will remove from all computers located at any of the Locations all Seller proprietary software using “F disks” and instructions provided by Seller transition personnel. Additionally, within the same 45-day period, all Seller-held software licenses for non-proprietary software will be terminated by and/or otherwise transferred to Buyer as a result of Buyer communication directly with applicable software vendors/owners.

Post-Closing Access. (a) For a period of eight (8) years from the Closing Date, Sellers Seller and SCI shall retain and make available to Buyer for any lawful purpose, upon reasonable notice and at reasonable times, Sellers’ Seller’s and SCI’s Tax records, general ledger ledgers and other books of original entry, and original payroll records with respect to periods prior to the Effective Time. If any either Seller or SCI ceases to conduct operations prior to the end of such eight-year period, that Seller or SCI, as applicable, shall give Buyer 60 days’ prior written notice and an opportunity to accept (without charge to Buyer) from that Seller or SCI, as applicable, a transfer of such books and records, and if Buyer elects not to accept such books and records, the Seller’s or SCI’s obligations under this paragraph (a) shall cease. (b) For a period of eight (8) years from the Closing Date, Buyer shall retain and make available to Sellers Seller and SCI for any lawful purpose, upon reasonable notice and at reasonable times, the books and records of the Business with respect to periods prior to the Effective Time and to actions and events after the Effective Time, to the extent they relate to periods prior to the Effective Time. If Buyer ceases to conduct operations prior to the end of such eight-year period, Buyer shall give Sellers Seller and SCI 60 days’ prior written notice and an opportunity to accept (without charge to SellersSeller or SCI) from Buyer a transfer of such books and records from Buyer, and if Sellers Seller and SCI elect not to accept such books and records, Buyer’s obligations under this paragraph (b) shall cease. (c) After the Closing, for a period of 30 days, Buyer shall provide and allow Sellers each of Seller and SCI reasonable access, at such times as are mutually agreed upon in advance by Sellers Seller and SCI, as applicable, and Buyer, to the facilities in which the Business is conducted as reasonably necessary to collect and remove the Excluded Assets; provided, however, Buyer’s employees shall not be obligated to physically assist in the collection and removal of Excluded Assets and in no event shall such collection and removal of Excluded Assets unreasonably disrupt or interfere with the operations of the Business, and provided, further that, Sellers Seller and SCI, jointly and severally, shall fully indemnify Buyer for any and all Losses arising from or relating to Sellers’ Seller’s or SCI’s collection and removal of the Excluded Assets. (d) Within 45 days following the Closing, Buyer will remove from all computers located at any of the Locations all Seller proprietary software using “F disks” and instructions provided by Seller transition personnel. Additionally, within the same 45-day period, all Seller-held software licenses for non-proprietary software will be terminated by and/or otherwise transferred to Buyer as a result of Buyer communication directly with applicable software vendors/owners.

Post-Closing Access. (a) For a period In connection with any financial audit of eight (8) years from Seller or any of its affiliates or other governmental investigation of Seller, any of its affiliates, F&G Life or any of the Closing Date, Sellers shall retain and make available to Buyer F&G Subsidiaries for any lawful purpose, upon reasonable notice and at reasonable times, Sellers’ Tax records, general ledger and other books of original entry, and original payroll records with respect matter relating to periods any period prior to the Effective Time. If any Seller ceases to conduct operations prior to the end of such eight-year period, that Seller shall give Buyer 60 days’ prior written notice and an opportunity to accept (without charge to Buyer) from that Seller a transfer of such books and recordsClosing, and if Buyer elects not otherwise insofar as access is reasonably required by The St. Xxxx or Seller, including, without limitation, for audit, accounting, tax return preparation and filing and litigation purposes (other than for or in contemplation of litigation, arbitration or other claims by Seller or any affiliate of Seller (other than F&G Life and the F&G Subsidiaries) against Parent or any of its affiliates, including without limitation F&G Life or any F&G Subsidiary), as well as for purposes of fulfilling disclosure and reporting obligations, Parent shall, upon the written request of Seller, permit The St. Xxxx, Seller and their respective representatives to accept such books have reasonable access to and recordsmay inspect, during normal business hours, the Seller’s obligations under this paragraph (a) shall cease. (b) For a period of eight (8) years from the Closing Dateproperties, Buyer shall retain and make available to Sellers for any lawful purposedocuments, upon reasonable notice and at reasonable times, the books and records and other data of F&G Life and the Business F&G Subsidiaries and such information concerning the respective businesses, affairs, properties, operations and personnel of F&G Life and the F&G Subsidiaries as The St. Xxxx, Sellers or their respective representatives may from time to time reasonably request and may discuss the affairs and accounts of F&G Life and the F&G Subsidiaries with respect to periods prior to officers and other employees of Parent, F&G Life, the Effective Time F&G Subsidiaries and to actions and events after the Effective Time, to the extent they relate to periods prior to the Effective Timetheir counsel. If Buyer ceases to conduct operations prior to the end of such eight-year period, Buyer Parent shall give Sellers 60 days’ prior written notice and an opportunity to accept (without charge to Sellers) from Buyer a transfer not dispose of such books and records from Buyerduring the five- year period beginning with the Closing Date or any longer period as mandated by applicable Laws without Seller's consent, and if Sellers elect which shall not to accept be unreasonably withheld or delayed. Following the expiration of such five-year period, Parent may dispose of such books and recordsrecords at any time upon giving 60 days' prior written notice to Seller, Buyer’s obligations under this paragraph (b) unless Seller agrees to take possession of such books and records within such 60-day period at no expense to Parent. In addition: Seller shall cease. (c) After the Closingprovide, for a period of 30 days, Buyer and shall provide and allow Sellers reasonable access, at such times as are mutually agreed upon in advance by Sellers and Buyercause its respective affiliates to provide, to the facilities in which the Business is conducted as representatives of Parent reasonable access during normal business hours to all books and records of Seller and its subsidiaries reasonably necessary to collect and remove the Excluded Assets; provided, however, Buyer’s employees shall not be obligated to physically assist requested by Parent in the collection and removal preparation of Excluded Assets and in no event shall such collection and removal any post-Closing financial statements, reports, Tax Returns, or Tax filings of Excluded Assets unreasonably disrupt or interfere with the operations of the Business, and provided, further that, Sellers shall fully indemnify Buyer for including F&G Life or any and all Losses arising from or relating to Sellers’ collection and removal of the Excluded AssetsF&G Subsidiary.

Post-Closing Access. (a) For a period of eight (8) years from Following the Closing Date, Sellers shall retain and make available shall: (i) prior to Buyer for any lawful purposethe termination of the Transition Services Agreement allow Purchaser or a Purchaser Subsidiary, upon reasonable prior notice and at reasonable times, Sellers’ Tax records, general ledger during normal business hours and other books of original entry, and original payroll records with respect to periods prior subject to the Effective Time. If rules applicable to visitors at Sellers' offices generally, through its Representatives, the right, at Purchaser's expense, to examine and make copies of any Seller ceases Books and Records necessary to conduct operations prior be retained by Sellers under Applicable Law or for purposes of providing the transition services under the Transition Services Agreement, but only to the end extent that such records of Sellers would otherwise constitute Books and Records; (ii) allow Purchaser or a Purchaser Subsidiary to interview the Sellers' employees in connection with Purchaser's or such eight-year periodPurchaser Subsidiary's preparation or examination of regulatory and statutory filings and financial statements and the conduct of any litigation relating to the Business or otherwise, that Seller or the conduct of any regulatory, contract holder, participant or other dispute resolution whether pending or threatened; and (iii) maintain such records for Purchaser's or any Purchaser Subsidiary's examination and copying until at least the third anniversary of the Closing Date, after which the Sellers may destroy such records in their discretion. Access to such employees and records shall give Buyer 60 days’ prior written notice and an opportunity to accept (without charge to Buyer) from that Seller a transfer of such books and records, and if Buyer elects not to accept such books and records, the unreasonably interfere with each Seller’s obligations under this paragraph (a) shall cease's or any successor company's business operations. (b) For a period of eight (8) years from Following the Closing Date, Buyer Purchaser or a Purchaser Subsidiary shall: (i) allow Sellers, upon reasonable prior notice and during normal business hours, through their Representatives, the right to (x) examine and make copies, at Sellers' expense, of the Books and Records transferred to Purchaser or a Purchaser Subsidiary at the Closing and any other books and records that would have been included in the Books and Records had they been in existence at the Closing prepared by the Purchaser or any Affiliate of Purchaser relating to the Business and (y) interview the Purchaser's or a Purchaser Subsidiary's employees, in the case of either clause (i)(x) or (i)(y), in connection with Sellers' preparation or examination of regulatory and statutory filings and financial statements, Sellers' review of the SLD Revised Closing Statements, the SLDI Revised Closing Statements, or Sellers' conduct of any regulatory, contract holder, participant or other dispute resolution whether pending or threatened; and (ii) maintain such Books and Records for Sellers' examination and copying. Purchaser or a Purchaser Subsidiary shall retain maintain and make available to Sellers the Books and Records for any lawful purpose, upon reasonable notice and at reasonable times, the books and records of the Business with respect to periods prior to the Effective Time and to actions and events least three (3) years after the Effective TimeClosing Date or longer if legally required to do so. Access to such employees, to the extent they relate to periods prior to the Effective Time. If Buyer ceases to conduct operations prior to the end of such eight-year period, Buyer shall give Sellers 60 days’ prior written notice Books and an opportunity to accept (without charge to Sellers) from Buyer a transfer of such books and records from Buyer, and if Sellers elect not to accept such books and records, Buyer’s obligations under this paragraph (b) shall cease. (c) After the Closing, for a period of 30 days, Buyer shall provide and allow Sellers reasonable access, at such times as are mutually agreed upon in advance by Sellers and Buyer, to the facilities in which the Business is conducted as reasonably necessary to collect and remove the Excluded Assets; provided, however, Buyer’s employees Records shall not be obligated to physically assist in the collection and removal of Excluded Assets and in no event shall such collection and removal of Excluded Assets unreasonably disrupt or interfere with the business operations of the Business, and provided, further that, Sellers shall fully indemnify Buyer for any and all Losses arising from Purchaser or relating to Sellers’ collection and removal of the Excluded Assetsits Affiliates.