Common use of Post-Closing Access Clause in Contracts

Post-Closing Access. Without prejudice to Schedule 15.01, from and 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 such matter does not involve a Dispute between Buyer and Seller: (a) financial reporting, (b) Tax or similar purposes, (c) 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 Buyer 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 ten (10) years from the Closing Date or such longer periods as may be required by Applicable Laws, provided 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 sixty (60) days before such destruction or disposition to surrender them to Seller and if Seller does not accept such offer within twenty (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 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 shall indemnify, defend and hold the Buyer Indemnified Parties harmless for all Losses to the extent caused by, arising from or related to the acts or omissions of Seller and its Representatives in conducting any such activities.

Post-Closing Access. Without prejudice to Schedule 15.01, from From and 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 records, including personnel and medical records, that were transferred to Buyer and Buyer, (ii) permission to take from the Assets and/or Buyer copies of any books, records 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 andDate, 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 such matter does not involve a Dispute between Buyer and Seller: (a) financial reporting, ; (b) Tax or similar purposes, ; (c) purposes of investigating claims, ; or conducting litigation or administrative proceedings with third parties Third Parties or Governmental Authorities Authorities; or (d) any other proper purpose, ; provided that Seller shall indemnify, defend and hold the Buyer 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 ten (10) seven years from the Closing Date or such longer periods as may be required by Applicable Laws; provided, provided further, that if Buyer desires to destroy or dispose of such records during such period period, then Buyer will first offer to Seller in writing at least sixty (60) 60 days before such destruction or disposition to surrender them to Seller and and, if Seller does not accept such offer within twenty (20) 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 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 shall indemnify, defend and hold the Buyer Indemnified Parties harmless for all Losses to the extent caused by, arising from or related to the acts or omissions of Seller and its Representatives in conducting any such activities.

Post-Closing Access. Without prejudice (a) Subject to Schedule 15.01the last sentence of this Section 5.6(a) and to Section 5.6(d), from and after the Effective TimeClosing, each of Seller and Buyer willshall, and will shall cause any of its respective Affiliates (as applicable) to, afford preserve and keep all pre-Closing books and records and all information to the extent relating to the accounting, legal, regulatory, business and financial affairs of the Business that are retained by Seller or any of its Affiliates, or are obtained by Buyer hereunder, as the case may be, for a period of seven (7) years after the Closing Date, or such longer period as may be (i) required by Law (including any statute of limitations and applicable extensions thereof) or any Governmental Entity or (ii) reasonably necessary with respect to the investigation, prosecution or defense of any legal or regulatory Action that is then pending or threatened or under audit and with respect to which the requesting party has notified the other party. Each of Seller and Buyer shall provide the other with written notice at least thirty (30) Business Days prior to transferring, destroying or discarding the last copy of any records, books, work papers, reports, correspondence and other similar materials, and the other party shall have the right, at its Representatives reasonable access during normal business hours expense, to personnel reproduce or take any such materials, if such other party provides written notice stating its intent to reproduce or take such materials no later than twenty (20) Business Days after having received notice that such materials are to be transferred, destroyed, or discarded. Prior to the date hereof, each of Buyer and Seller has provided the other with a true and correct summary of its business-as-usual document retention and destruction policies, procedures and schedules that are generally applicable to such properties party’s businesses (the “Document Retention Policies”). Notwithstanding anything to the contrary in this Section 5.6(a), so long as its Document Retention Policies are consistent with applicable Law, neither Buyer nor Seller shall be obligated to alter or suspend its Document Retention Policies in order to meet the requirements in this Section 5.6(a), and neither shall be obligated to notify the other prior to destroying or discarding the last copy of any such books, records or information if destruction is consistent with such party’s Document Retention Policies; provided, that were transferred (i) neither party shall modify its Document Retention Policies in a way that results in the books, records and information that are the subject of Section 5.6(a) being destroyed or discarded sooner than other books, records and information of such party without the prior written consent of the other party (such consent not to Buyer be unreasonably withheld, conditioned or delayed), and permission to take from (ii) if either party has notified the Assets copies other party of any books, records or accounts relating information that are the subject of Section 5.6(a) that are in the possession, custody or control of the non-requesting party and that are reasonably necessary to be preserved for a longer period with respect to the Assets through and including investigation, prosecution or defense of any legal or regulatory action that is then pending or threatened or under audit, then 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 provisions of the following this Section 5.6 apply to the extent retention and destruction of such matter does not involve a Dispute between Buyer books, records and Seller: (a) financial reporting, (b) Tax or similar purposes, (c) 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 Buyer Indemnified Parties harmless (subject to Article XIII) for all Losses information without regard 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 ten (10) years from the Closing Date or such longer periods as may be required by Applicable Laws, provided 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 sixty (60) days before such destruction or disposition to surrender them to Seller and if Seller does not accept such offer within twenty (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 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 shall indemnify, defend and hold the Buyer Indemnified Parties harmless for all Losses to the extent caused by, arising from or related to the acts or omissions of Seller and its Representatives in conducting any such activitiesDocument Retention Policies.

Post-Closing Access. Without prejudice Subject to Schedule 15.01applicable Law and subject to Section 8.10(c) and the Access Restrictions, except as otherwise provided in any Ancillary Agreement, from and after the Effective Time, Buyer will, Closing 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 until the Assets copies earlier 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 such matter does not involve a Dispute between Buyer and Seller: seven (a) financial reporting, (b) Tax or similar purposes, (c) 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 Buyer 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 ten (107) years from the Closing Date and the date such Information would be destroyed in accordance with the record-keeping practices of Seller or the Vantive Group Entities as in effect on the Execution Date, Seller and Buyer, on behalf of itself and its Subsidiaries (including, in the case of Buyer following the Closing, the Vantive Group Entities), shall retain, or cause to be retained, in accordance with the record-keeping practices of Seller or the Vantive Group Entities as in effect on the Execution Date and shall provide or make available, or cause to be provided or made available, to the other Party or its applicable Subsidiaries as promptly as reasonably practicable after written request therefor, any Information (or a copy thereof) in the possession or under the control of such longer periods as may be Party or any of its Subsidiaries to the extent that (i) such Information (A) relates to or is necessary for the operation of the Business, or relates to any Transferred Asset or Assumed Liability, if a Vantive Group Entity is the requesting Party, or (B) relates to or is necessary for the operation of the Retained Business, or relates to any Excluded Assets or Excluded Liability, if Seller is the requesting Party; (ii) such Information is required by Applicable Lawsthe requesting Party to comply with its (or its applicable Subsidiaries’) obligations under this Agreement or any Ancillary Agreement or any other agreement to which the requesting Party or any of its Subsidiaries is a party or any of its respective properties or assets are bound; (iii) such Information is required by the requesting Party to comply with any obligation imposed by applicable Law or any Governmental Entity; or (iv) such Information is reasonably requested by the requesting Party in evaluating its potential exposure to Liabilities of the other Party or any of its Subsidiaries under any guarantees and other obligations that have not been fully novated, provided replaced and/or transferred to such other Party or its applicable Subsidiaries in accordance with Section 4.22(a) or Section 4.22(b), as applicable; provided, however, that, in the event that if Buyer desires the Party to destroy which the request has been made determines that any such provision of Information could be commercially detrimental, violate any Law or dispose agreement (including any obligations of confidentiality), or waive any attorney-client privilege, then the Parties shall use commercially reasonable efforts to agree on an approach to permit the provision 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 if Seller does not accept such offer within twenty (20) days after receipt of such offer, then Buyer may take such action. Seller’s right to post-Closing access Information to the Assets shall include the right to access Excluded Assets extent and in a manner that remain located at the Assets pursuant to Section 2.02. Seller bears the risk of injury to Seller’s Representatives during avoids any such activities detriment, violation or waiver; and provided, further, that the Party requested to provide such Information shall have no obligation pursuant to this Section 7.04 at 4.6(c) to provide any such Information unless it is satisfied in its reasonable discretion, that such potential detriment, violation or waiver is adequately mitigated pursuant to such efforts. Subject to the Refineryimmediately preceding sentence, the Party providing Information pursuant to this Section 4.6(c) shall not be obligated to provide such Information in any form, condition or format other Assets than the form, condition and format in which it then exists (and in no event shall such Party be required to perform any improvement, modification, conversion, updating or the Operations and shall indemnify, defend and hold the Buyer Indemnified Parties harmless for all Losses to the extent caused by, arising from or related to the acts or omissions reformatting of Seller and its Representatives in conducting any such activitiesInformation), and nothing in this Section 4.6(c) shall expand the obligations of the Parties under Section 4.6(f). Each Party agrees that all requests for Information pursuant to this Section 4.6(c) shall be made in accordance with the procedures and processes that may be reasonably established by the other Party to respond to such requests.

Post-Closing Access. Without prejudice to Schedule 15.01, from From and after the Effective TimeClosing, Buyer willshall, at Seller’s expense, (i) give Seller and will cause its Affiliates toRepresentatives reasonable access, afford during normal business hours and upon reasonable prior notice, to the offices, properties and records that are Acquired Assets relating to the conduct of the Business on or before the Closing Date, (ii) furnish to Seller and its Representatives such financial and operating data and other information relating to the conduct of the Business on or before the Closing Date, and (iii) cause the employees, counsel, auditors and other Representatives of Buyer, to cooperate with Seller and its Representatives, in each case, to the extent reasonably requested by Seller in connection with accounting, Tax, legal defense and other similar needs. From and after the Closing, Seller shall, and shall cause its Subsidiaries to, at Buyer’s expense, (A) give Buyer and its Representatives reasonable access access, during normal business hours and upon reasonable prior notice, to personnel and to such the offices, properties and business 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 such matter does not involve a Dispute between Buyer and Seller: (a) financial reporting, (b) Tax or similar purposes, (c) 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 Buyer 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. Subsidiaries relating to the conduct of the Business on or before the Closing Date, (B) furnish to Buyer will, and will cause its Affiliates to, keep and maintain the records that Seller and its Representatives have access such financial and operating data and other information relating to pursuant to this Section 7.04, such records to be maintained for a period the conduct of ten (10) years from the Business on or before the Closing Date or such longer periods as may be required by Applicable LawsDate, provided 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 sixty and (60C) days before such destruction or disposition to surrender them to Seller cause the employees, counsel, auditors and if Seller does not accept such offer within twenty (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 Assets that remain located at the Assets pursuant to Section 2.02. Seller bears the risk of injury to Seller’s other Representatives during any such activities pursuant to this Section 7.04 at the Refinery, the other Assets or the Operations and shall indemnify, defend and hold the Buyer Indemnified Parties harmless for all Losses to the extent caused by, arising from or related to the acts or omissions of Seller and its Representatives Subsidiaries to cooperate with Buyer and its Representatives, in conducting each case, to the extent reasonably requested by Buyer in connection with accounting, Tax, legal defense and other similar needs. Any such access shall be granted in a manner as not to unreasonably interfere with the conduct of the business of the Party granting such access. Notwithstanding the foregoing, either Party may withhold such access, as and to the extent necessary to avoid contravention or waiver, as to any document or information the disclosure of which could reasonably be expected to violate any Contract or any Law or result in the waiver of any legal privilege or work-product privilege; provided that to the extent practicable and in accordance with such Contract or Law, and in a manner that does not result of the waiver of any such activitiesprivilege, such Party shall make reasonable and appropriate substitute disclosure arrangements under circumstances in which these restrictions apply; provided further, that nothing in this Section 6.3 shall limit in any respect any rights any Party may have with respect to discovery or the production of documents or other information in connection with any litigation.

Post-Closing Access. Without prejudice Subject to Schedule 15.01the Transition Services Agreement, the Supply Agreement and the Trademark Coexistence Agreement and without limiting the obligations set forth in Section 8.1, from and after the Effective TimeClosing, Buyer willeach party hereto agrees that it will cooperate with and make available to the other party, and will cause its Affiliates to, afford to Seller and its Representatives reasonable access during normal business hours and upon reasonable notice, (i) all Books and Records and other documents related to personnel the Business, (ii) information related to the Business and (iii) employees (without substantial disruption of employment), in each case which are necessary or useful in connection with any audit, investigation or dispute, any litigation or investigation or any other matter requiring any such Books and Records, information or employees for any reasonable business purpose. Unless otherwise consented to such properties in writing by Parent, Buyer Parent shall and records that were transferred to Buyer shall cause Buyer, the Purchased Entities and permission to take from their Subsidiaries not to, for a period of six (6) years after the Assets copies Closing Date, destroy, alter or otherwise dispose of any books, records Books and Records or accounts information or portions thereof related to the Business and relating to the Assets through and including periods prior to the Closing Date andDate. Except in connection with uses contemplated by this Agreement, if requestedall information received pursuant to this Section 9.2 (the “Section 9.2 Information”) shall be kept confidential by the party obtaining such information (the “Receiving Party”), will furnish subject to Seller any disclosure that is required to be made by such additional party in order to comply with applicable Laws or the rules or regulations of any securities exchange upon which its securities are traded. Notwithstanding the foregoing, the Section 9.2 Information shall not include 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 such matter does not involve a Dispute between Buyer and Seller: that (a) financial reportingis or becomes generally available to the public other than as a result of a disclosure by the Receiving Party, (b) Tax was within the Receiving Party’s possession prior to it being furnished to such Receiving Party by Buyer (in the case of any Seller) or similar purposesany Seller (in the case of Buyer), (c) purposes becomes available to the Receiving Party on a non-confidential basis from a source other than Buyer (in the case of investigating claims, any Seller) or conducting litigation or administrative proceedings with third parties or Governmental Authorities any Seller (in the case of Buyer) or (d) any other proper purpose, provided that Seller shall indemnify, defend and hold is independently developed by the Buyer Indemnified Parties harmless (subject to Article XIII) for all Losses to Receiving Party without violating 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 ten (10) years from the Closing Date or such longer periods as may be required by Applicable Laws, provided 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 sixty (60) days before such destruction or disposition to surrender them to Seller and if Seller does not accept such offer within twenty (20) days after receipt of such offer, then Buyer may take such action. SellerReceiving Party’s right to post-Closing access to the Assets shall include the right to 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 shall indemnify, defend and hold the Buyer Indemnified Parties harmless for all Losses to the extent caused by, arising from or related to the acts or omissions of Seller and its Representatives in conducting any such activitiesobligations hereunder.

Post-Closing Access. Without prejudice to Schedule 15.01(a)For a period of seven (7) years from the Closing Date, from and after the Effective Time, Buyer Xxxxx agrees that it will, and will cause its Affiliates to, preserve and keep the books of accounts and financial and other records held by Xxxxx relating to the operation of the Business (including accountants’ work papers) solely with respect to the periods prior to and including the Closing. During such period, Buyer shall upon reasonable notice afford to Seller and or its Representatives reasonable access access, at Seller’s sole expense, during normal business hours to personnel and hours, to such properties books and records that were transferred records, in each case to Buyer the extent necessary (i) in connection with any audit or investigation of, insurance claims by, Actions or disputes involving, or governmental investigations of, Seller or any of its Affiliates, (ii) in order to enable the Seller or Seller Parent to comply with its obligations under this Agreement, any of the other Related Documents and permission to take from the Assets copies of each other agreement, document or instrument contemplated hereby or thereby or (iii) for any books, records or accounts other reasonable business purpose relating to the Assets through Seller, Seller Parent or any of their respective Affiliates, but excluding, in each ​ ​ ​ case, any dispute between the Seller, Seller Parent or any of their Affiliates, on the one hand, and including Buyer or any of its Affiliates, on the Closing Date andother hand, if requestedexcept as would be required by applicable Law or Order, will furnish civil process or applicable discovery rules. Notwithstanding anything to the contrary in this Agreement, Buyer shall not be required to disclose any information 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 such matter does not involve a Dispute between Buyer and Seller: (a) financial reporting, (b) Tax or similar purposes, (c) 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 Buyer 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 under this Section 5.7(a) (A) in connection with any dispute or Action between the records that Seller and its Representatives have access to pursuant parties with respect to this Section 7.04, such records to be maintained for a period of ten Agreement and/or any Related Documents (10) years from the Closing Date or such longer periods other than as may be required by Applicable Lawsany court of competent jurisdiction in connection with any such Action), provided or (B) if such disclosure would, as determined in Buyer’s reasonable discretion, (x) jeopardize any attorney-client or other legal privilege or (y) contravene any applicable Law, fiduciary duty or binding agreement (provided, in each case, Buyer will use commercially reasonable efforts to provide such information in a manner that if Buyer desires to destroy does not result in the loss or dispose impairment 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 if Seller does not accept such offer within twenty (20) days after receipt of such offer, then Buyer may take such actionprivilege). Seller’s right to post-Closing access to the Assets shall include the right to 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 All information received pursuant to this Section 7.04 at the Refinery, the other Assets or the Operations and 5.7(a) shall indemnify, defend and hold the Buyer Indemnified Parties harmless for all Losses be subject to the extent caused by, arising from or related to the acts or omissions of Seller and its Representatives in conducting any such activitiesSection 5.1.