Common use of Post-Closing Access Clause in Contracts

Post-Closing Access. In order to facilitate Seller’s efforts to administer and close the Bankruptcy Case (including, without limitation, the preparation of filings in the Bankruptcy Case and state, local and federal Tax Returns and other filings, reconciliation of claims filed in the Case, removal of corporate and other records and information relating or belonging to entities other than Seller), for a period of three (3) years following the Closing, (a) the Buyer shall permit Seller’s counsel and other professionals and counsel for any successor to Seller and its respective professionals, and its employees (collectively, “Permitted Access Parties”) reasonable access to the financial and other books and records relating to the Acquired Assets or the Business and the systems containing such information, books and records, which access shall include (i) the right of such Permitted Access Parties to copy, at such Permitted Access Parties’ expense, such documents and records as they may request in furtherance of the purposes described above, and (ii) Buyer’s copying and delivering to the relevant Permitted Access Parties such documents or records as they may request, but only to the extent such Permitted Access Parties furnish Buyer with reasonably detailed written descriptions of the materials to be so copied and the applicable Permitted Access Party reimburses the Buyer for the reasonable costs and expenses thereof, and (b) Buyer shall provide the Permitted Access Parties (at no cost to the Permitted Access Parties) with reasonable access to those individuals with knowledge of how to access the relevant financial and books and records during regular business hours to assist Seller and the other Permitted Access Parties in their post-Closing activities (including, without limitation, preparation of Tax Returns), provided that such access does not unreasonably interfere with the Buyer’s business operations.

Post-Closing Access. In order to facilitate Seller’s efforts to administer Seller acknowledges and close the Bankruptcy Case (including, without limitation, the preparation of filings in the Bankruptcy Case agrees that from and state, local and federal Tax Returns and other filings, reconciliation of claims filed in the Case, removal of corporate and other records and information relating or belonging to entities other than Seller), for a period of three (3) years following 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) any such cooperation with Buyer in the Buyer preparation and/or audit of historical financial statements shall permit be conducted at reasonable times and on reasonable notice and shall not be disruptive to Seller’s counsel employees or business, (b) neither the delivery of any books and other professionals records nor any cooperation in the preparation and/or audit of historical financial statements shall include the disclosure of confidential or privileged information and counsel for any successor to (c) shall be reasonable in scope. Buyer shall, upon the request and at the expense of Seller, permit Seller and its respective professionalsrepresentatives full access at all reasonable times, and its employees (collectively, “Permitted Access Parties”) reasonable access to the financial and other books and records of each Company and its Subsidiary, and Buyer shall execute (and shall cause each Company and its Subsidiary to execute) such documents as Seller may reasonably request to enable Seller to file any required reports or Tax Returns relating to the Acquired Assets Company or the Business and the systems containing its Subsidiary; provided, however, that prior to receiving access to any of such information, books and records, which access Seller shall include (i) enter into a customary confidentiality agreement binding on it and any other Person to whom the right information may be disclosed. Buyer shall not dispose of such Permitted Access Parties to copy, at such Permitted Access Parties’ expense, such documents and records as they may request in furtherance of the purposes described above, and (ii) Buyer’s copying and delivering to the relevant Permitted Access Parties such documents or records as they may request, but only to the extent such Permitted Access Parties furnish Buyer with reasonably detailed written descriptions of the materials to be so copied and the applicable Permitted Access Party reimburses the Buyer for the reasonable costs and expenses thereof, and (b) Buyer shall provide the Permitted Access Parties (at no cost to the Permitted Access Parties) with reasonable access to those individuals with knowledge of how to access the relevant financial and books and records during regular business hours to assist Seller and the other Permitted Access Parties in their post-Closing activities six (including, without limitation, preparation of Tax Returns), provided that such access does not unreasonably interfere 6)-year period beginning with the Closing without Seller’s consent, which shall not be unreasonably withheld, conditioned or delayed. Following the expiration of such six (6) year period, Buyer may dispose of such books and records 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 business operations.

Post-Closing Access. In order From and after the Effective Time, Buyer will, and will cause its Affiliates to, afford to facilitate 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 efforts expense as witnesses or deponents as Seller may reasonably request for each of the following to administer the extent such matter does not involve a Claim between Buyer and close 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, however, that Seller shall indemnify, defend and hold the Bankruptcy Case Buyer Indemnified Parties harmless (includingsubject to ARTICLE XIV) for all Losses to the extent caused by, without limitationarising 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 preparation of filings in the Bankruptcy Case records that Seller and stateits Representatives have access to pursuant to this Section 7.03, local and federal Tax Returns and other filings, reconciliation of claims filed in the Case, removal of corporate and other such records and information relating or belonging to entities other than Seller), be maintained for a period of three (3) seven years following from the ClosingClosing Date or such longer periods as may be required by Applicable Laws; provided, (a) the further, that if Buyer shall permit 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 counsel and other professionals and counsel for any successor right to Seller and its respective professionals, and its employees (collectively, “Permitted Access Parties”) reasonable post-Closing access to the financial and other books and records relating to the Acquired Assets or the Business and the systems containing such information, books and records, which access shall include (i) the right of such Permitted Access Parties to copy, at such Permitted Access Parties’ expense, such documents and records as they may request in furtherance of the purposes described above, and (ii) Buyer’s copying and delivering to the relevant Permitted Access Parties such documents or records as they may request, but only to the extent such Permitted Access Parties furnish Buyer with reasonably detailed written descriptions of the materials to be so copied and the applicable Permitted Access Party reimburses the Buyer for the reasonable costs and expenses thereof, and (b) Buyer shall provide the Permitted Access Parties (at no cost to the Permitted Access Parties) with reasonable access to those individuals with knowledge of how to access Excluded Assets that remain located at the relevant financial and books and records during regular business hours Assets pursuant to assist Seller and the other Permitted Access Parties in their post-Closing activities (including, without limitation, preparation of Tax Returns), provided that such access does not unreasonably interfere with the Buyer’s business operationsSection 2.02.

Post-Closing Access. In order to facilitate Seller’s efforts to administer and close the Bankruptcy Case (including, without limitation, the preparation of filings in the Bankruptcy Case and state, local and federal Tax Returns and other filings, reconciliation of claims filed in the Case, removal of corporate and other records and information relating or belonging to entities other than Seller)a) Buyer shall, for a period of three seven (37) years following the ClosingClosing Date, (a) retain all business records constituting part of the Buyer Acquired Assets, and during normal business hours shall permit Seller’s counsel and other professionals and counsel for any successor to provide Seller and its respective professionals, designees and its employees (collectively, “Permitted Access Parties”) reasonable representatives with such access to the financial and other books and records relating to of Seller included among the Acquired Assets or as may be reasonably requested by Seller for the limited purpose of concluding Seller’s involvement in the Business conducted by Seller prior to the Closing and the systems containing for complying with Seller’s obligations under applicable Tax, employment and other Laws. Seller and its designees shall be entitled, at Seller’s expense, to make extracts and copies of such information, books and records. Seller shall, which for a period of seven (7) years following the Closing Date, retain all business records retained by Seller pursuant to this Agreement, and during normal business hours shall provide Buyer and its designees and representatives with such access to the books and records of Seller so retained as may be reasonably requested by Buyer for the limited purpose of conducting the Business conducted by Buyer following the Closing and for complying with Buyer’s obligations under applicable Tax, employment and other Laws. Buyer and its designees shall include (i) the right be entitled, at Buyer’s expense, to make extracts and copies of such Permitted Access Parties books and records. Each party hereto agrees that it shall not, during such period, destroy or cause or permit to copybe destroyed any of such material books or records without first obtaining the consent of the other party hereto (or providing to such other party notice of such intent and a reasonable opportunity to copy such books or records at least thirty (30) days prior to such destruction). Notwithstanding the foregoing, at such Permitted Access Parties’ expense, such documents this Section 7.2.3(a) shall not require either party to permit the other party access to books and records as they may request in furtherance or permit the other party to make copies and extracts of the purposes described above, books and (ii) Buyer’s copying and delivering to the relevant Permitted Access Parties such documents or records as they may request, but only to the extent doing so would be reasonably likely to result in a waiver of privilege, but such Permitted Access Parties furnish Buyer with reasonably detailed written descriptions of the materials party shall use its commercially reasonable efforts to be so copied and the applicable Permitted Access Party reimburses the Buyer for the reasonable costs and expenses thereof, and (b) Buyer shall provide the Permitted Access Parties (at no cost to the Permitted Access Parties) with reasonable access to those individuals with knowledge of how to access the relevant financial and books and records during regular business hours to assist Seller and permit the other Permitted Access Parties in their post-Closing activities (including, without limitation, preparation of Tax Returns), provided that party such access does and permit the other party to make such copies and extracts in a manner that would not unreasonably interfere with the Buyer’s business operationswaive privilege.

Post-Closing Access. In order to facilitate Seller’s efforts to administer and close the Bankruptcy Case (including, without limitation, the preparation of filings in the Bankruptcy Case and state, local and federal Tax Returns and other filings, reconciliation of claims filed in the Case, removal of corporate and other records and information relating or belonging to entities other than Seller), for a period of three (3) years following After the Closing, (a) the Buyer shall permit Purchaser will cooperate with Seller and provide Seller reasonable access during normal business hours to (i) Seller’s counsel and other professionals and counsel for any successor prior employees retained by Purchaser, (ii) records bearing Seller’s name, with respect to Seller and its respective professionalsperiods after the Closing Date, and its employees (collectivelyiii) the information, “Permitted Access Parties”) reasonable access to the financial and other books and records relating that Seller delivers to Purchaser, or Purchaser otherwise obtains, with respect to Seller’s business, in each case to the Acquired Assets extent reasonably required by Seller for valid business purposes or in connection with any audit or other investigation by any taxing or other governmental authority or any required reports or submissions to governmental bodies, and (iv) Purchaser’s books and records in connection with any and all amounts payable pursuant to this Agreement, (b) Seller will have the Business and the systems containing right to obtain copies of such information, books and records, which access shall include (i) records for the right out-of-pocket expense to Purchaser of producing such Permitted Access Parties to copy, at such Permitted Access Parties’ expense, such documents and records as they may request copies in furtherance of the purposes described aboveconnection therewith, and (iic) Buyer’s copying and delivering to the relevant Permitted Access Parties Purchaser will preserve such documents or records as they may requestinformation, but only to the extent such Permitted Access Parties furnish Buyer with reasonably detailed written descriptions of the materials to be so copied and the applicable Permitted Access Party reimburses the Buyer for the reasonable costs and expenses thereof, and (b) Buyer shall provide the Permitted Access Parties (at no cost to the Permitted Access Parties) with reasonable access to those individuals with knowledge of how to access the relevant financial and books and records during regular business hours with respect to assist Seller’s business; provided, that as to such materials Purchaser may, at any time after three (3) years, upon thirty (30) days notice to Seller, offer to ship such materials, at Seller's expense, to Seller's notice address or to such another destination within the United States as Seller and the other Permitted Access Parties in their post-Closing activities (including, without limitation, preparation of Tax Returns), provided that such access may direct. If Seller does not unreasonably interfere with accept such offer, after such thirty (30) day period Purchaser may destroy such records. Seller’s access to its former employees will be subject to the Buyerneeds of Purchaser’s business operationsbusiness, and if such use is more than nominal, will be at Seller’s expense.

Post-Closing Access. In order to facilitate Seller’s efforts to administer Each of the Purchaser and close the Bankruptcy Case (includingCompany Entities shall retain the data, without limitationrecords, the preparation of filings in the Bankruptcy Case and state, local and federal Tax Returns documents and other filings, reconciliation of claims filed in the Case, removal of corporate and other records and information relating or belonging to entities other than Seller), for a period of three (3) years following the Closing, (a) the Buyer shall permit Seller’s counsel and other professionals and counsel for any successor to Seller and its respective professionals, and its employees (collectively, “Permitted Access Parties”) reasonable access to the financial and other books and records relating to the Acquired Assets or in accordance with Section 4.14(g) of the Business Credit Card Program Agreement. Each of the Purchaser and the systems containing such Company Entities shall, upon reasonable notice of the other party and subject to applicable Requirements of Law relating to the exchange of information, take commercially reasonable efforts to afford to the other party, its Affiliates and its representatives reasonable access (including the right to copy), without charge, during normal business hours, to the Acquired Assets, the books and recordsrecords relating thereto, which access shall include any Person who maintains or controls any of the foregoing for such disclosing party or its Affiliates, all as may be reasonably requested by the requesting party or any of its Affiliates in order to enable the requesting party to (i) prepare the right Final Closing Statement and participate in the resolution of such Permitted Access Parties to copy, at such Permitted Access Parties’ expense, such documents and records as they may request in furtherance of the purposes described above, and any disputes relating thereto; (ii) Buyer’s copying permit the performance of any covenants required to be performed under this Agreement and delivering the Ancillary Agreements after the Closing Date by the requesting party; (iii) permit the preparation of any Tax Return or other document required to be filed with any Governmental Authority; and (iv) respond to any proceeding or to any claim made, or to any request for information, by any Governmental Authority or any other Person not a party hereto or an Affiliate thereof, including any Cardholder with respect to matters that may constitute Excluded Liabilities, provided, however, that the foregoing shall not require such disclosing party to permit any inspection, or to disclose any nonpublic supervisory information for which the requesting party has not received regulatory approval to share or any information subject to any attorney-client privilege. To the extent that disclosure pursuant to this Section 5.8 would reasonably be expected to result in a waiver of the attorney client privilege, upon the reasonable request by the requesting party, the disclosing party shall use commercially reasonable efforts to find a method whereby such information may be provided to the relevant Permitted Access Parties requesting party without so giving rise to any such documents waiver of privilege or records as they may requestsuch violation of Requirements of Law, but only to provided, that the extent such Permitted Access Parties furnish Buyer with reasonably detailed written descriptions of the materials to be so copied and the applicable Permitted Access Party reimburses the Buyer for the reasonable costs and expenses thereof, and (b) Buyer requesting party shall provide commercial reasonable cooperation as may be reasonably requested to facilitate the Permitted Access Parties (at no cost to the Permitted Access Parties) with reasonable access to those individuals with knowledge provision of how to access the relevant financial and books and records during regular business hours to assist Seller and the other Permitted Access Parties in their post-Closing activities (including, without limitation, preparation of Tax Returns), provided that such access does not unreasonably interfere with the Buyer’s business operationsinformation.

Post-Closing Access. In order From and after the Effective Time, Buyer will, and will cause its Affiliates to, afford to facilitate 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 efforts expense as witnesses or deponents as Seller may reasonably request for each of the following to administer the extent such matter does not involve a Dispute between Buyer and close 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 Bankruptcy Case Buyer Indemnified Parties harmless (includingsubject to ARTICLE XIII) for all Losses to the extent caused by, without limitationarising 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 preparation of filings in the Bankruptcy Case records that Seller and stateits representatives have access to pursuant to this Section 7.03, local and federal Tax Returns and other filings, reconciliation of claims filed in the Case, removal of corporate and other such records and information relating or belonging to entities other than Seller), be maintained for a period of three ten (310) years following from the ClosingClosing 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 (a60) the Buyer shall permit Seller’s counsel and other professionals and counsel for any successor days before such destruction or disposition to surrender them to Seller and its respective professionalsif Seller does not accept such offer within twenty (20) days after receipt of such offer, and its employees (collectively, “Permitted Access Parties”) reasonable then Buyer may take such action. Seller’s right to post-Closing access to the financial and other books and records relating to the Acquired Assets or the Business and the systems containing such information, books and records, which access Refinery shall include (i) the right of such Permitted Access Parties to copy, at such Permitted Access Parties’ expense, such documents and records as they may request in furtherance of the purposes described above, and (ii) Buyer’s copying and delivering to the relevant Permitted Access Parties such documents or records as they may request, but only to the extent such Permitted Access Parties furnish Buyer with reasonably detailed written descriptions of the materials to be so copied and the applicable Permitted Access Party reimburses the Buyer for the reasonable costs and expenses thereof, and (b) Buyer shall provide the Permitted Access Parties (at no cost to the Permitted Access Parties) with reasonable access to those individuals with knowledge of how to access Excluded Assets that remain located at the relevant financial and books and records during regular business hours to assist Seller and the other Permitted Access Parties in their post-Closing activities (including, without limitation, preparation of Tax Returns), provided that such access does not unreasonably interfere with the Buyer’s business operationsRefinery pursuant toSection 2.02.