Common use of Post-Closing Books and Records and Personnel Clause in Contracts

Post-Closing Books and Records and Personnel. For twelve (12) months after the end of the Designation Rights Period, (a) neither Buyer nor any Seller shall dispose of or destroy any of the business records and files of the Properties or relating to any Acquired Assets and (b) Buyer and Sellers (including, for clarity, any trust established under a chapter 11 plan of Sellers or any other successors of Sellers) shall allow each other, any applicable Assignee and the Representatives of any of the foregoing reasonable access during normal business hours, and upon reasonable advance notice and to the extent permitted by applicable Law, to all employees, files, the Books and Records and other materials included in the Potential Acquired Assets for purposes relating to the Bankruptcy Case, the wind-down of the operations of Sellers, the functions of any such trusts or successors, or other reasonable business purposes, including Tax matters, litigation, or potential litigation, each as it relates to the Potential Acquired Assets or the Assumed Liabilities, and Buyer and Sellers (including any such trust or successors) and such Representatives shall have the right to make copies of any such files, books, records and other materials. In addition, from and after the Closing Date or the applicable Designation Assignment Date for a period of sixty (60) days, Sellers will permit Buyer, any applicable Assignee and their respective Representatives access to such personnel of Sellers during normal business hours as Buyer or any applicable Assignee may reasonably request to assist with the transfer of the applicable Acquired Assets (including any related Assigned Plans and Permits), provided that nothing in this Section 9.5 shall prohibit Sellers from ceasing operations or winding up their affairs following the end of the Designation Rights Period. Following the end of the Designation Rights Period, nothing in the foregoing shall be construed to prevent Sellers from winding down their operations and dissolving their business entities as is determined by Sellers (in their sole discretion) to be in their best interests.

Post-Closing Books and Records and Personnel. For twelve seven (127) months years after the end of the Designation Rights PeriodClosing Date (or such longer period as may be required by any Governmental Authority or ongoing claim), (a) neither Buyer nor any Seller shall dispose of or destroy any of the business records and files of the Properties or relating to any Acquired Assets Business and (b) Buyer and Sellers (including, for clarity, any trust established under a chapter Chapter 11 plan of Sellers or any other successors of Sellers) shall allow each other, any applicable Assignee other and the their respective Representatives of any of the foregoing reasonable access during normal business hours, and upon reasonable advance notice and to the extent permitted by applicable Lawnotice, to all employees, files, the Books files and Records any books and records and other materials included in the Potential Acquired Assets for purposes relating to the Bankruptcy Case, the Canadian Proceedings, the wind-down of the operations of Sellers, the functions of any such trusts or successors, or other reasonable business purposes, including Tax matters, governmental contracts, litigation, or potential litigation, each as it relates to any Product, the Potential Business, the Acquired Assets or the Assumed LiabilitiesLiabilities prior to the Closing Date (with respect to Sellers) or from and after the Closing Date (with respect to the Buyer), and Buyer and Sellers (including any such trust or successors) and such Representatives shall have the right to make copies of any such files, books, records and other materials. In addition, from and after the Closing Date or the applicable Designation Assignment Date for a period of sixty (60) 60 days, Sellers will permit Buyer, any applicable Assignee Buyer and their respective its Representatives access to such personnel of Sellers during normal business hours as Buyer or any applicable Assignee may reasonably request to assist with the transfer of the applicable Acquired Assets (including any related Assigned Plans Inventory, Permits, Documents, Business Intellectual Property and Permits)Product Registrations, provided that (i) nothing in this Section 9.5 8.8 shall prohibit Sellers from ceasing operations or winding up their affairs following the end Closing, (ii) Buyer shall reimburse Sellers for any reasonable and documented out-of-pocket expenditure or obligation incurred by Sellers after the Closing directly related to assistance provided pursuant to this Section 8.8 with the transfer and integration of the Designation Rights Period. Following Inventory, Permits, Documents, Business Intellectual Property and Product Registrations, and (iii) the end provisions of this Section 8.8 are acknowledged and agreed by the Designation Rights Period, nothing in the foregoing shall be construed to prevent Sellers from winding down their operations and dissolving their business entities as is determined by Sellers (in their sole discretion) Parties to be in their best interestsaddition to, and in no way limit, the provisions of Section 2.6.

Post-Closing Books and Records and Personnel. For twelve one (121) months year after the end of the Designation Rights PeriodClosing Date, (a) neither Buyer nor any Seller shall will not dispose of or destroy any of the business records and files of the Properties or relating to any Acquired Records received by Buyer as Assets and (b) Buyer and will allow Sellers (including, for clarity, any trust established under a chapter Chapter 11 plan of Sellers or any other successors of Sellers) shall allow each other, any applicable Assignee and the Representatives of any of the foregoing its directors, officers, employees, counsel, representatives, accountants and auditors reasonable access during normal business hours, and upon reasonable advance notice and to the extent permitted by applicable Lawnotice, to all employees, files, the Books and any Records and other materials included in the Potential Acquired Assets for purposes relating to the Bankruptcy Case, the wind-down of the operations of Sellers, the functions of Sellers or any such trusts or successors, or other reasonable business purposes, including Tax matters, litigation, or potential litigation, each as it relates to the Potential Acquired Assets or the Assumed Liabilities, and Buyer and Sellers (including any such trust or successorstrust) and such Representatives shall directors, officers, employees, counsel, representatives, accountants and auditors will have the right right, at Sellers’ sole cost and expense to make copies of any such filesRecords for such purposes. Until the closing of the Bankruptcy Case or the liquidation and winding up of Sellers’ estate, booksSellers may keep a copy of the Records and, records at Sellers’ sole expense, will make all records, and Sellers’ personnel available to Buyer as may be reasonably required by Buyer in connection with, among other materialsthings, any insurance claims by, Proceedings or Tax audits against, or governmental investigations of, Buyer or any of its Affiliates or in order to enable Buyer to comply with its obligations under this Agreement and each other Transaction Document. In additionthe event any Party desires to destroy any such Records prior to the time during which they must be maintained pursuant to this Section 8.4, such Party will first give 90 days’ prior written notice to the other Party and such other Party will have the right at their option and expense, upon prior written notice given within such 90 day period to the Party desiring to destroy such Records or records, to take possession of the Records within 180 days after the date of such notice, or such shorter period as the liquidation and winding up of Sellers’ estate will permit. Except as required by Legal Requirements or to the extent required to enforce its rights with respect to the Excluded Liabilities, from and after the Closing Date Closing, each Seller will keep confidential and not use the Records and any proprietary or the applicable Designation Assignment Date for a period of sixty (60) daysnon-proprietary engineering, Sellers will permit Buyergeological, any applicable Assignee geophysical and their respective Representatives access to such personnel of Sellers during normal business hours as Buyer or any applicable Assignee may reasonably request to assist with the transfer of the applicable Acquired Assets (including any related Assigned Plans seismic data, files and Permits), provided records that nothing in this Section 9.5 shall prohibit Sellers from ceasing operations or winding up their affairs following the end of the Designation Rights Period. Following the end of the Designation Rights Period, nothing would have been included in the foregoing shall be construed Records but for the failure to prevent Sellers from winding down their operations and dissolving their business entities as is determined by Sellers (in their sole discretion) to be in their best interestsobtain a material Third Party consent.

Post-Closing Books and Records and Personnel. For twelve (12) months after the end of the Designation Rights Period, (a) neither Buyer nor any Seller shall dispose of or destroy any of the business records and files of the Properties Stores or relating to any Acquired Assets Assets, including any Retained Books and Records and (b) Buyer and Sellers (including, for clarity, any trust established under a chapter 11 plan of Sellers or any other successors of Sellers) shall allow each other, any applicable Assignee and the Representatives of any of the foregoing reasonable access during normal business hours, and upon reasonable advance notice and to the extent permitted by applicable Lawlaw, to all employees, files, the files and any Books and Records (including any Retained Books and Records) and other materials included in the Potential Acquired Assets for purposes relating to the Bankruptcy Case, the wind-down of the operations of Sellers, the functions of any such trusts or successors, or other reasonable business purposes, including Tax matters, litigation, or potential litigation, each as it relates to the Potential Acquired Assets or the Assumed Liabilities, and Buyer and Sellers (including any such trust or successors) and such Representatives shall have the right to make copies of any such files, books, records and other materials. In addition, from and after the Closing Date or the applicable Designation Lease Assignment Date for a period of sixty (60) days, Sellers will permit Buyer, any applicable Assignee and their respective Representatives access to such personnel of Sellers during normal business hours as Buyer or any applicable Assignee may reasonably request to assist with the transfer of the applicable Acquired Assets (including without limitation any related Assigned Plans and Permits), provided that nothing in this Section 9.5 9.4 shall prohibit Sellers from ceasing operations or winding up their affairs following the end of the Designation Rights Period. Following the end of the Designation Rights Period, nothing in the foregoing shall be construed to prevent Sellers from winding down their operations and dissolving their business entities as is determined by Sellers (in their sole discretion) to be in their best interests.

Post-Closing Books and Records and Personnel. For twelve five (125) months years after the end of the Designation Rights PeriodClosing Date (or such longer period as may be required by any Governmental Authority or ongoing claim), (a) neither Buyer nor any Seller shall not dispose of or destroy any of the business records and files of the Properties or relating to any Business received by Buyer as Acquired Assets and (b) Parent and Buyer and shall allow Sellers (including, for clarity, any trust established under a chapter 11 plan of Sellers or any other successors of Sellers) shall allow each other, any applicable Assignee and the Representatives of any of the foregoing their directors, officers, employees, counsel, representatives, accountants and auditors reasonable access during normal business hours, at Sellers’ sole expense and upon reasonable advance notice and to the extent permitted by applicable Lawnotice, to all employees, files, the Books employees and Records files of Parent and other materials Buyer and their respective Subsidiaries and any Documents included in the Potential Acquired Assets for purposes relating to the Bankruptcy Case, the wind-down of the operations of Sellers, the functions of any such trusts or successors, or other reasonable business purposes, including Tax matters, litigation, or potential litigation, each as it relates to the Potential Acquired Assets or the Assumed Liabilities, and Buyer and Sellers (including any such trust or successors) and such Representatives directors, officers, employees, counsel, representatives, accountants and auditors shall have the right to make copies of any such files, books, records and other materials. In addition, from and after Until the Closing Date closing of the Bankruptcy Case or the applicable Designation Assignment Date for a period liquidation and winding up of sixty (60) daysSellers’ estates, Sellers will permit shall preserve and keep the records retained by them relating to the Business and the Acquired Assets and, at Buyer’s sole expense, shall make such records and Sellers’ personnel available to Buyer as may be reasonably required by Buyer in connection with, among other things, any applicable Assignee and their respective Representatives access to such personnel of Sellers during normal business hours as insurance claims by, Proceedings, Actions or Tax audits against, or governmental investigations of, Buyer or any applicable Assignee may reasonably request of its Affiliates or in order to assist enable Buyer to comply with its obligations under this Agreement and each other Transaction Document. In the transfer event any Party desires to destroy any such records during or after the time during which they must be maintained pursuant to this Section 8.5, such Party shall first give ninety (90) days prior written notice to the other Parties and any such other Parties shall have the right at their option and expense, upon prior written notice given within such ninety (90) day period to the Party desiring to destroy such records, to take possession of the applicable Acquired Assets records within one hundred and eighty (including any related Assigned Plans 180) days after the date of such notice, or such shorter period as the liquidation and Permits), provided that nothing in this Section 9.5 shall prohibit Sellers from ceasing operations or winding up their affairs following the end of the Designation Rights Period. Following the end of the Designation Rights Period, nothing in the foregoing Sellers’ estates shall be construed to prevent Sellers from winding down their operations and dissolving their business entities as is determined by Sellers (in their sole discretion) to be in their best interestspermit.

Post-Closing Books and Records and Personnel. For twelve (12) months five years after the end of the Designation Rights PeriodClosing Date (or such longer period as may be required by any Governmental Authority or ongoing claim), (a) neither Buyer nor any Seller shall not dispose of or destroy any of the business records Records received by Buyer as Oil and files of the Properties or relating to any Acquired Gas Assets and (b) Buyer and shall allow Sellers (including, for clarity, any trust established under a chapter 11 plan of Sellers or any other successors of Sellers) shall allow each other, any applicable Assignee and the Representatives of any of the foregoing their directors, officers, employees, counsel, representatives, accountants and auditors reasonable access during normal business hours, at Sellers’ sole expense and upon reasonable advance notice and to the extent permitted by applicable Lawnotice, to all employees, files, the Books employees and files of Buyer and their respective Subsidiaries and any Records and other materials included in the Potential Acquired Oil and Gas Assets for purposes relating to the Bankruptcy Case, the wind-down of the operations of Sellers, the functions of any such trusts or successors, or other reasonable business purposes, including Tax matters, litigation, or potential litigation, each as it relates to the Potential Acquired Assets or the Assumed Liabilities, and Buyer and Sellers (including any such trust or successors) and such Representatives directors, officers, employees, counsel, representatives, accountants and auditors shall have the right to make copies of any such files, books, records and other materials. Until the closing of the Bankruptcy Case or the liquidation and winding up of Sellers’ estates, Sellers shall preserve and keep the Records and, at Buyer’s sole expense, shall make such Records, and Sellers’ personnel available to Buyer as may be reasonably required by Buyer in connection with, among other things, any insurance claims by, Proceedings, Actions or Tax audits against, or governmental investigations of, Buyer or any of its Affiliates or in order to enable Buyer to comply with its obligations under this Agreement and each other Transaction Document. In addition, Sellers shall use reasonable commercial efforts to assist Buyer in obtaining any necessary consents from and Sellers’ independent auditors, in the event Buyer requests such assistance in connection with any anticipated securities law obligations of Buyer. In the event any Party desires to destroy any such Records during or after the Closing Date time during which they must be maintained pursuant to this Section 8.7, such Party shall first give ninety days prior written notice to the other Parties and any such other Parties shall have the right at their option and expense, upon prior written notice given within such ninety day period to the Party desiring to destroy such Records or the applicable Designation Assignment Date for a period of sixty (60) daysrecords, Sellers will permit Buyer, any applicable Assignee and their respective Representatives access to such personnel of Sellers during normal business hours as Buyer or any applicable Assignee may reasonably request to assist with the transfer take possession of the applicable Acquired Assets (including any related Assigned Plans Records within one hundred and Permits)eighty days after the date of such notice, provided that nothing in this Section 9.5 shall prohibit Sellers from ceasing operations or such shorter period as the liquidation and winding up their affairs following the end of the Designation Rights PeriodSellers’ estates shall permit. Following the end Table of the Designation Rights Period, nothing in the foregoing shall be construed to prevent Sellers from winding down their operations and dissolving their business entities as is determined by Sellers (in their sole discretion) to be in their best interests.Contents

Post-Closing Books and Records and Personnel. For twelve three (123) months years after the end of the Designation Rights PeriodClosing Date (or such longer period as may be required by any Governmental Authority or ongoing claim), (a) neither Buyer nor any Seller shall not dispose of or destroy any of the business records and files of the Properties Business received by the Buyer as Purchased Assets that such Buyer is required by law to retain or relating is otherwise material to any Acquired Assets the Business and (b) Buyer and shall allow Sellers (including, for clarity, any trust established under a chapter 11 plan of Sellers or any other successors of Sellers) shall allow each other, any applicable Assignee and the Representatives of any of the foregoing their directors, officers, employees, counsel, representatives, accountants and auditors reasonable access during normal business hours, at Sellers’ sole expense and upon reasonable advance notice and to the extent permitted by applicable Lawnotice, to all employees, files, the Books relevant employees and Records files of Buyer and other materials Documents included in the Potential Acquired Purchased Assets for purposes relating to the Bankruptcy Case, the wind-down of the operations of Sellers, the functions of any such trusts or successors, or other reasonable business purposes, including Tax matters, litigation, or potential litigation, each as it relates to the Potential Acquired Assets or the Assumed Liabilities, and Buyer and Sellers (including any such trust or successors) and such Representatives directors, officers, employees, counsel, representatives, accountants and auditors shall have the right to make copies of any such files, books, records and other materialsmaterials so long as such parties retain such information pursuant to the same confidentiality obligations set forth in Section 7.8 hereof as are applicable to Sellers. Until the closing of the Bankruptcy Case or the liquidation and winding up of the Sellers’ estates, Sellers shall preserve and keep the records retained by them relating to the Business and the Purchased Assets and, at Buyer’s sole expense, shall make such records and Sellers’ personnel available to Buyer as may be reasonably required by Buyer in connection the Business or in order to enable Buyer to comply with its obligations under this Agreement and each Ancillary Document. In additionthe event any Party desires to destroy any such records during the time that they must be maintained pursuant to this Section 8.6, from such Party shall first give ninety (90) days prior written notice to the other Parties and any such other Parties shall have the right at their option and expense, upon prior written notice given within such ninety (90) day period to the Party desiring to destroy such records, to take possession of the records within one hundred and eighty (180) days after the Closing Date date of such notice, or such shorter period as the applicable Designation Assignment Date for a period of sixty (60) days, Sellers will permit Buyer, any applicable Assignee liquidation and their respective Representatives access to such personnel of Sellers during normal business hours as Buyer or any applicable Assignee may reasonably request to assist with the transfer winding up of the applicable Acquired Assets (including any related Assigned Plans and Permits), provided that nothing in this Section 9.5 Sellers’ estates shall prohibit Sellers from ceasing operations or winding up their affairs following the end of the Designation Rights Period. Following the end of the Designation Rights Period, nothing in the foregoing shall be construed to prevent Sellers from winding down their operations and dissolving their business entities as is determined by Sellers (in their sole discretion) to be in their best interestspermit.

Post-Closing Books and Records and Personnel. (a) Seller shall deliver the Records to Buyer within 60 days following Closing. For twelve (12) 18 months after the end of the Designation Rights PeriodClosing Date, (ai) neither Buyer nor any Seller shall will not dispose of or destroy any of the business records and files of the Properties or relating to any Acquired Records received by Buyer as Assets and (bii) Buyer and will allow Sellers (including, for clarity, any trust established under a chapter Chapter 11 plan of Sellers or any other successors of Sellers) shall allow each other, any applicable Assignee and the Representatives of any of the foregoing its directors, officers, employees, counsel, Representatives, accountants and auditors reasonable access during normal business hours, and upon reasonable advance notice and to the extent permitted by applicable Lawnotice, to all employees, files, the Books and any Records and other materials included in the Potential Acquired Assets for purposes relating to the Bankruptcy CaseCases, the wind-down of the operations of Sellers, the functions of Sellers or any such trusts or successors, or other reasonable business purposes, including Tax matters, litigation, or potential litigation, each as it relates to the Potential Acquired Assets or the Assumed Liabilities, and Buyer successors and Sellers (including any such trust or successors) and such Representatives shall directors, officers, employees, counsel, Representatives, accountants and auditors will have the right to make copies of any such filesRecords for such purposes. Until the liquidation and winding up of each Seller’s estate, books, records and other materialsSellers may keep a copy of the Records. In additionthe event any Party desires to destroy any such Records prior to the time during which they must be maintained pursuant to this ‎Section 8.05, such Party will first give 90 days’ prior written notice to the other Party and such other Party will have the right at their option and expense, upon prior written notice given within such 90-day period to the Party desiring to destroy such Records or records, to take possession of the Records within 180 days after the date of such notice, or such shorter period as the liquidation and winding up of each applicable Seller’s estate will permit. Except as required by Applicable Laws or to the extent required to enforce its rights with respect to the Excluded Liabilities, from and after the Closing Date or Closing, each Seller will keep confidential and not use the applicable Designation Assignment Date Records that would have been included in the Records but for the failure to obtain a period of sixty material Third Party consent. (60b) days, Sellers will permit Buyer, any applicable Assignee and their respective Representatives access Notwithstanding anything to such personnel of Sellers during normal business hours as Buyer or any applicable Assignee may reasonably request to assist with the transfer of the applicable Acquired Assets (including any related Assigned Plans and Permits), provided that nothing contrary contained in this Section 9.5 shall prohibit Sellers from ceasing operations ‎Section 8.05, if the Parties are in an adversarial relationship in any Proceeding, the furnishing of information, documents or winding up their affairs following the end records in accordance with any provision of the Designation Rights Period. Following the end of the Designation Rights Period, nothing in the foregoing this ‎Section 8.05 shall be construed subject to prevent Sellers from winding down their operations and dissolving their business entities as is determined by Sellers (in their sole discretion) applicable rules relating to be in their best interestsdiscovery.

Post-Closing Books and Records and Personnel. For twelve five (125) months years after the end of the Designation Rights PeriodClosing Date (or such longer period as may be required by any Governmental Authority or ongoing claim), (a) neither Buyer nor any Seller shall not dispose of or destroy any of the business records and files of the Properties or relating to any Acquired Records received by Buyer as Assets and (b) Buyer and shall allow Sellers (including, for clarity, any trust established under a chapter 11 plan of Sellers or any other successors of Sellers) shall allow each other, any applicable Assignee and the Representatives of any of the foregoing their Representatives reasonable access during normal business hours, at Sellers’ sole expense and upon reasonable advance notice and to the extent permitted by applicable Lawnotice, to all employees, files, the Books employees and files of Buyer and its respective Subsidiaries and any Records and other materials included in the Potential Acquired Assets for purposes relating to the Bankruptcy Case, the wind-down of the operations of SellersSellers and their estates, the functions of any such trusts or successors, or other reasonable business purposes, including Tax matters, litigation, or potential litigation, each as it relates to the Potential Acquired Assets or the Assumed Liabilities, and Buyer and Sellers (including any such trust or successors) and such Representatives shall have the right to make copies of any such files, books, records records, Records and other materials. In addition, from and after Until the Closing Date closing of the Bankruptcy Case or the applicable Designation Assignment Date for a period liquidation and winding up of sixty (60) daysSellers’ estates, Sellers will permit shall preserve and keep the Records and, at Buyer’s sole expense, shall make such Records, records, and Sellers’ personnel available to Buyer as may be reasonably required by Buyer in connection with, among other things, any applicable Assignee and their respective Representatives access to such personnel of Sellers during normal business hours as insurance claims by, Proceedings, Actions or Tax audits against, or governmental investigations of, Buyer or any applicable Assignee may reasonably request of its Affiliates or in order to assist enable Buyer to comply with its obligations under this Agreement and each other Transaction Document. In the transfer of event any Party desires to destroy any such Records during or after the applicable Acquired Assets (including any related Assigned Plans and Permits), provided that nothing in time during which they must be maintained pursuant to this Section 9.5 7.7, such Party shall prohibit Sellers from ceasing operations first give ninety (90) days prior written notice to the other Party and such other Party shall have the right at their option and expense, upon prior written notice given within such ninety (90) day period to the Party desiring to destroy such Records or records, to take possession of such Records or records within one hundred and eighty (180) days after the date of such notice, or such shorter period as the liquidation and winding up their affairs following the end of the Designation Rights Period. Following the end of the Designation Rights Period, nothing in the foregoing Sellers’ estates shall be construed to prevent Sellers from winding down their operations and dissolving their business entities as is determined by Sellers (in their sole discretion) to be in their best interestspermit.