Common use of Post-Closing Access Clause in Contracts

Post-Closing Access. From and after the Closing, Buyer shall, at Seller’s expense, (i) give Seller and its Representatives reasonable access, 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, during normal business hours and upon reasonable prior notice, to the offices, properties and business records of Seller and its Subsidiaries relating to the conduct of the Business on or before the Closing Date, (B) furnish to Buyer 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 (C) cause the employees, counsel, auditors and other Representatives of Seller and its Subsidiaries to cooperate with Buyer and its Representatives, in 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 privilege, 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. From Subject to applicable Law and subject to Section 8.10(c) and the Access Restrictions, except as otherwise provided in any Ancillary Agreement, from and after the Closing and until the earlier of seven (7) 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, Buyer shallthe Vantive Group Entities), at Seller’s expenseshall 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 Party or any of its Subsidiaries to the extent that (i) give Seller and its Representatives reasonable access, during normal business hours and upon reasonable prior notice, such Information (A) relates to or is necessary for the offices, properties and records that are Acquired Assets relating to the conduct operation of the Business on Business, or before relates to any Transferred Asset or Assumed Liability, if a Vantive Group Entity is the Closing Daterequesting 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) furnish such Information is required by the requesting Party to Seller and comply with its Representatives such financial and operating data and (or its applicable Subsidiaries’) obligations under this Agreement or any Ancillary Agreement or any other information relating agreement to which the conduct requesting Party or any of the Business on its Subsidiaries is a party or before the Closing Date, and any of its respective properties or assets are bound; (iii) cause such Information is required by the employees, counsel, auditors 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 Representatives of Buyerobligations that have not been fully novated, replaced and/or transferred to cooperate such other Party or its applicable Subsidiaries in accordance with Seller and its RepresentativesSection 4.22(a) or Section 4.22(b), as applicable; provided, however, that, in each casethe event that the Party to which the request has been made determines that any such provision of Information could be commercially detrimental, violate any Law or 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 Information 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, during normal business hours and upon reasonable prior notice, to the offices, properties and business records of Seller and its Subsidiaries relating to the conduct of the Business on or before the Closing Date, (B) furnish to Buyer 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 (C) cause the employees, counsel, auditors and other Representatives of Seller and its Subsidiaries to cooperate with Buyer and its Representatives, in 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 avoids any such detriment, violation or waiver; and provided, further, that the Party requested to provide such Information shall have no obligation pursuant to this Section 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 immediately preceding sentence, the Party providing Information pursuant to this Section 4.6(c) shall not result of be obligated to provide such Information in any form, condition or format other than the waiver 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 reformatting of any such privilegeInformation), 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 4.6(c) shall limit 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 any respect any rights any accordance with the procedures and processes that may be reasonably established by the other Party may have with respect to discovery or the production of documents or other information in connection with any litigationrespond to such requests.

Post-Closing Access. From Subject to the 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 Closing, Buyer shall, at Seller’s expense, (i) give Seller each party hereto agrees that it will cooperate with and its Representatives reasonable accessmake available to the other party, during normal business hours and upon reasonable prior notice, (i) all Books and Records and other documents related to the officesBusiness, properties and records that are Acquired Assets relating (ii) information related to the conduct 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 in writing by Parent, Buyer Parent shall and shall cause Buyer, the Business on or before Purchased Entities and their Subsidiaries not to, for a period of six (6) years after the Closing Date, (ii) furnish destroy, alter or otherwise dispose of any Books and Records or information or portions thereof related to Seller the Business and its Representatives such financial and operating data and other information relating to the conduct of the Business on or before periods prior to 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 . Except in connection with accountinguses contemplated by this Agreement, Tax, legal defense and other similar needs. From and after all information received pursuant to this Section 9.2 (the Closing, Seller shall, and shall cause its Subsidiaries to, at Buyer’s expense, (A“Section 9.2 Information”) give Buyer and its Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the offices, properties and business records of Seller and its Subsidiaries relating to the conduct of the Business on or before the Closing Date, (B) furnish to Buyer 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 (C) cause the employees, counsel, auditors and other Representatives of Seller and its Subsidiaries to cooperate with Buyer and its Representatives, in 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 kept confidential by the party obtaining such information (the “Receiving Party”), subject to any disclosure that is required to be made by such party in a manner as not order to unreasonably interfere comply with applicable Laws or the conduct rules or regulations of the business of the Party granting such accessany securities exchange upon which its securities are traded. Notwithstanding the foregoing, either Party may withhold such access, as and the Section 9.2 Information shall not include information that (a) is or becomes generally available to the extent necessary public other than as a result of a disclosure by the Receiving Party, (b) was within the Receiving Party’s possession prior to avoid contravention or waiver, as it being furnished to such Receiving Party by Buyer (in the case of any document or information the disclosure of which could reasonably be expected to violate any Contract Seller) or any Law or result Seller (in the waiver case of Buyer), (c) becomes available to the Receiving Party on a non-confidential basis from a source other than Buyer (in the case of any legal privilege Seller) or work-product privilege; provided that to any Seller (in the extent practicable and in accordance with such Contract case of Buyer) or Law, and in a manner that does not result of (d) is independently developed by the waiver of any such privilege, such Receiving 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 without violating the production of documents or other information in connection with any litigationReceiving Party’s obligations hereunder.

Post-Closing Access. From and after the ClosingEffective Time, Buyer shallwill, at Seller’s expenseand will cause its Affiliates to, (i) give Seller and its Representatives reasonable access, 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 afford to Seller and its Representatives (i) reasonable access during normal business hours to personnel and to such financial properties and operating data records, including personnel and other information 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 conduct of Assets and/or relating to the Business on employees who were employed in the Operations by Seller or before its Affiliates through and including the Closing Date, and (iii) cause the employees), counselif requested, auditors will furnish to Seller such additional information and other Representatives of Buyer, to cooperate with Seller and its Representativesin such other respects, in including making the Transferred Employees available to Seller at Seller’s expense as witnesses or deponents as Seller may reasonably request for each case, of the following 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 such matter does not involve a Dispute between Buyer and its Representatives reasonable accessSeller: (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, during normal business hours defend and upon reasonable prior notice, hold the Buyer Indemnified Parties harmless (subject to Article XIII) for all Losses to the officesextent caused by, properties and business records arising from or related to the acts or omissions of Seller and its Subsidiaries relating to Representatives from such access. Buyer will, and will cause its Affiliates to, keep and maintain the conduct of the Business on or before the Closing Date, (B) furnish to Buyer records that Seller and its Representatives have access to pursuant to this Section 7.04, such financial and operating data and other information relating records to the conduct be maintained for a period of the Business on or before seven years from the Closing DateDate or such longer periods as may be required by Applicable Laws; provided, and (C) cause the employees, counsel, auditors and other Representatives of Seller and its Subsidiaries to cooperate with Buyer and its Representatives, in 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 privilege, such Party shall make reasonable and appropriate substitute disclosure arrangements under circumstances in which these restrictions apply; provided further, that nothing if Buyer desires to destroy or dispose of such records during such period, then Buyer will first offer to Seller in this 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 Assets that remain located at the Assets pursuant to 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 litigation2.02.

Post-Closing Access. From (a) Subject to the last sentence of this Section 5.6(a) and to Section 5.6(d), after the Closing, Buyer shall, at Seller’s expense, (i) give each of Seller and its Representatives reasonable access, 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 Buyer shall, and shall cause any of its Subsidiaries respective Affiliates (as applicable) to, at Buyer’s expense, (A) give Buyer preserve and its Representatives reasonable access, during normal business hours keep all pre-Closing books and upon reasonable prior notice, records and all information to the offices, properties and business records of Seller and its Subsidiaries extent relating to the conduct accounting, legal, regulatory, business and financial affairs of the Business on that are retained by Seller or before 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 (Bi) furnish 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 expense, to 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 Representatives business-as-usual document retention and destruction policies, procedures and schedules that are generally applicable to such financial and operating data and other information relating party’s businesses (the “Document Retention Policies”). Notwithstanding anything to the conduct 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 (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 Business on other party (such consent not to be unreasonably withheld, conditioned or before the Closing Datedelayed), and (Cii) cause if either party has notified the employeesother party of any books, counselrecords or information that are the subject of Section 5.6(a) that are in the possession, auditors custody or control of the non-requesting party and other Representatives of Seller and its Subsidiaries that are reasonably necessary to cooperate be preserved for a longer period with Buyer and its Representatives, in each case, respect to the extent reasonably requested by Buyer in connection with accountinginvestigation, Tax, legal prosecution or 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 regulatory action that is then pending or threatened or under audit, then the provisions of this Section 5.6 apply to the extent practicable retention and in accordance with destruction of such Contract or Lawbooks, records and in a manner that does not result of information without regard to the waiver of any such privilege, 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 litigationDocument Retention Policies.

Post-Closing Access. From Without prejudice to Schedule 15.01, from and after the ClosingEffective Time, Buyer shallwill, at Seller’s expenseand will cause its Affiliates to, (i) give afford to Seller and its Representatives reasonable access, access during normal business hours to personnel and upon reasonable prior notice, to the offices, such properties and records that are Acquired were transferred to Buyer and permission to take from the Assets copies of any books, records or accounts relating to the conduct 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 Business on or before following to the Closing Dateextent such matter does not involve a Dispute between Buyer and Seller: (a) financial reporting, (iib) furnish 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 financial and operating data and other information relating to the conduct of the Business on or before the Closing Dateaccess. Buyer will, and (iii) will cause its Affiliates to, keep and maintain the employees, counsel, auditors and other Representatives of Buyer, to cooperate with records that Seller and its RepresentativesRepresentatives 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 each casewriting 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 reasonably requested by Seller in connection with accountingcaused by, 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, during normal business hours and upon reasonable prior notice, arising from or related to the offices, properties and business records acts or omissions of Seller and its Subsidiaries relating to the conduct of the Business on or before the Closing Date, (B) furnish to Buyer 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 (C) cause the employees, counsel, auditors and other Representatives of Seller and its Subsidiaries to cooperate with Buyer and its Representatives, in 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 conducting any such privilege, 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 litigationactivities.

Post-Closing Access. From (a)For a period of seven (7) years from the Closing Date, Xxxxx agrees that it will, and after 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, at Seller’s expense, (i) give shall upon reasonable notice afford Seller and or its Representatives reasonable access, at Seller’s sole expense, during normal business hours and upon reasonable prior noticehours, to the officessuch books and records, properties and records that are Acquired Assets relating in each case to the conduct 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 the Business on or before the Closing Dateits Affiliates, (ii) furnish in order to enable the Seller or Seller Parent to comply with its obligations under this Agreement, any of the other Related Documents and its Representatives such financial and operating data and each other information agreement, document or instrument contemplated hereby or thereby or (iii) for any other reasonable business purpose relating to the conduct Seller, Seller Parent or any of their respective Affiliates, but excluding, in each ​ ​ ​ case, any dispute between the Business Seller, Seller Parent or any of their Affiliates, on or before the Closing Dateone hand, and Buyer or any of its Affiliates, on the other hand, except as would be required by applicable Law or Order, 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 or its Representatives under this Section 5.7(a) (iiiA) cause in connection with any dispute or Action between the employeesparties with respect to this Agreement and/or any Related Documents (other than as may be required by any court of competent jurisdiction in connection with any such Action), counselor (B) if such disclosure would, auditors and as determined in Buyer’s reasonable discretion, (x) jeopardize any attorney-client or other Representatives of Buyerlegal privilege or (y) contravene any applicable Law, to cooperate with Seller and its Representativesfiduciary duty or binding agreement (provided, in each case, Buyer will use commercially reasonable efforts 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, during normal business hours and upon reasonable prior notice, to the offices, properties and business records of Seller and its Subsidiaries relating to the conduct of the Business on or before the Closing Date, (B) furnish to Buyer and its Representatives provide such financial and operating data and other information relating to the conduct of the Business on or before the Closing Date, and (C) cause the employees, counsel, auditors and other Representatives of Seller and its Subsidiaries to cooperate with Buyer and its Representatives, in 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 in the loss or impairment of the waiver of any such privilege, such Party shall make reasonable and appropriate substitute disclosure arrangements under circumstances in which these restrictions apply; provided further, that nothing in ). All information received pursuant to this Section 6.3 5.7(a) shall limit in any respect any rights any Party may have with respect be subject to discovery or the production of documents or other information in connection with any litigationSection 5.1.