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

Post-Closing Books and Records and Personnel. For one (1) year after the Closing Date, (a) Buyer will not dispose of or destroy any of the Records received by Buyer as Assets and (b) Buyer will allow Sellers (including, for clarity, any trust established under a Chapter 11 plan of Sellers or any other successors of Sellers) and any of its directors, officers, employees, counsel, representatives, accountants and auditors reasonable access during normal business hours, upon reasonable advance notice, to any Records included in the Assets for purposes relating to the Bankruptcy Case, the wind-down of the operations of Sellers or any such trusts and Sellers (including any such trust) and such directors, officers, employees, counsel, representatives, accountants and auditors will have the right, at Sellers’ sole cost and expense to make copies of any such Records for such purposes. Until the closing of the Bankruptcy Case or the liquidation and winding up of Sellers’ estate, Sellers may keep a copy of the Records and, 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 things, 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 the 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, each Seller will keep confidential and not use the Records and any proprietary or non-proprietary engineering, geological, geophysical and seismic data, files and records that would have been included in the Records but for the failure to obtain a material Third Party consent.

Post-Closing Books and Records and Personnel. For one twelve (112) year months after the Closing Dateend of the Designation Rights Period, (a) neither Buyer will not nor any Seller shall dispose of or destroy any of the Records received by Buyer as business records and files of the Properties or relating to any Acquired Assets and (b) Buyer will allow 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 and the Representatives of any of its directors, officers, employees, counsel, representatives, accountants and auditors the foregoing reasonable access during normal business hours, and upon reasonable advance noticenotice and to the extent permitted by applicable Law, to any 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 or 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 trusttrust or successors) and such directors, officers, employees, counsel, representatives, accountants and auditors will Representatives shall have the right, at Sellers’ sole cost and expense right to make copies of any such Records for such purposes. Until the closing of the Bankruptcy Case or the liquidation files, books, records and winding up of Sellers’ estate, Sellers may keep a copy of the Records and, 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 things, 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 Documentmaterials. In the 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 Liabilitiesaddition, from and after the ClosingClosing Date or the applicable Designation Assignment Date for a period of sixty (60) days, each Seller Sellers will keep confidential permit Buyer, any applicable Assignee and not use 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 Records transfer of the applicable Acquired Assets (including any related Assigned Plans and any proprietary Permits), provided that nothing in this Section 9.5 shall prohibit Sellers from ceasing operations or non-proprietary engineeringwinding up their affairs following the end of the Designation Rights Period. Following the end of the Designation Rights Period, geological, geophysical and seismic data, files and records that would have been included nothing in the Records but for the failure foregoing shall be construed to obtain a material Third Party consentprevent 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 one seven (17) year years after the Closing DateDate (or such longer period as may be required by any Governmental Authority or ongoing claim), (a) neither Buyer will not nor any Seller shall dispose of or destroy any of the Records received by Buyer as Assets business records and files of the Business and (b) Buyer will allow 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 and any of its directors, officers, employees, counsel, representatives, accountants and auditors their respective Representatives reasonable access during normal business hours, and upon reasonable advance notice, to all employees, files and any Records books and records and other materials included in the Acquired Assets for purposes relating to the Bankruptcy Case, the Canadian Proceedings, the wind-down of the operations of Sellers or 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 Business, the Acquired Assets or the Assumed Liabilities 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 trusttrust or successors) and such directors, officers, employees, counsel, representatives, accountants and auditors will Representatives shall have the right, at Sellers’ sole cost and expense right to make copies of any such Records for such purposes. Until the closing of the Bankruptcy Case or the liquidation files, books, records and winding up of Sellers’ estate, Sellers may keep a copy of the Records and, 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 things, 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 Documentmaterials. In the 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 Liabilitiesaddition, from and after the Closing for a period of 60 days, Sellers will permit Buyer and its Representatives access to such personnel of Sellers during normal business hours as Buyer may reasonably request to assist with the transfer of the Inventory, Permits, Documents, Business Intellectual Property and Product Registrations, provided that (i) nothing in this Section 8.8 shall prohibit Sellers from ceasing operations or winding up their affairs following the Closing, each Seller will keep confidential (ii) Buyer shall reimburse Sellers for any reasonable and not use documented out-of-pocket expenditure or obligation incurred by Sellers after the Records Closing directly related to assistance provided pursuant to this Section 8.8 with the transfer and any proprietary or non-proprietary engineeringintegration of the Inventory, geologicalPermits, geophysical Documents, Business Intellectual Property and seismic dataProduct Registrations, files and records that would have been included (iii) the provisions of this Section 8.8 are acknowledged and agreed by the Parties to be in addition to, and in no way limit, the Records but for the failure to obtain a material Third Party consentprovisions of Section 2.6.

Post-Closing Books and Records and Personnel. For one three (13) year years after the Closing DateDate (or such longer period as may be required by any Governmental Authority or ongoing claim), (a) Buyer will shall not dispose of or destroy any of the Records business records and files of the Business received by the Buyer as Purchased Assets that such Buyer is required by law to retain or is otherwise material to the Business and (b) Buyer will shall allow Sellers (including, for clarity, any trust established under a Chapter chapter 11 plan of Sellers or any other successors of Sellers) and any of its their directors, officers, employees, counsel, representatives, accountants and auditors reasonable access during normal business hours, at Sellers’ sole expense and upon reasonable advance notice, to any Records all relevant employees and files of Buyer and Documents included in the Purchased Assets for purposes relating to the Bankruptcy Case, the wind-down of the operations of Sellers or Sellers, the functions of any such trusts or successors, or other reasonable business purposes, and Sellers (including any such trusttrust or successors) and such directors, officers, employees, counsel, representatives, accountants and auditors will shall have the right, at Sellers’ sole cost and expense right to make copies of any such Records for files, books, records and other materials so long as such purposesparties 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’ estateestates, Sellers may shall preserve and keep a copy of the Records records retained by them relating to the Business and the Purchased Assets and, at Sellers’ Buyer’s sole expense, will shall make all records, 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 or Tax audits against, or governmental investigations of, Buyer or any of its Affiliates the Business or in order to enable Buyer to comply with its obligations under this Agreement and each other Transaction Ancillary Document. In the event any Party desires to destroy any such Records prior to records during the time during which that they must be maintained pursuant to this Section 8.48.6, such Party will shall first give 90 days’ ninety (90) days prior written notice to the other Party Parties and any such other Party will Parties shall have the right at their option and expense, upon prior written notice given within such 90 ninety (90) day period to the Party desiring to destroy such Records or records, to take possession of the Records records within 180 one hundred and eighty (180) days after the date of such notice, or such shorter period as the liquidation and winding up of the Sellers’ estate will estates shall 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, each Seller will keep confidential and not use the Records and any proprietary or non-proprietary engineering, geological, geophysical and seismic data, files and records that would have been included in the Records but for the failure to obtain a material Third Party consent.

Post-Closing Books and Records and Personnel. For one five (15) year years after the Closing DateDate (or such longer period as may be required by any Governmental Authority or ongoing claim), (a) Buyer will shall not dispose of or destroy any of the Records business records and files of the Business received by Buyer as Acquired Assets and (b) Parent and Buyer will shall allow Sellers (including, for clarity, any trust established under a Chapter chapter 11 plan of Sellers or any other successors of Sellers) and any of its their directors, officers, employees, counsel, representatives, accountants and auditors reasonable access during normal business hours, at Sellers’ sole expense and upon reasonable advance notice, to all employees and files of Parent and Buyer and their respective Subsidiaries and any Records Documents included in the Acquired Assets for purposes relating to the Bankruptcy Case, the wind-down of the operations of Sellers or Sellers, the functions of any such trusts or successors, or other reasonable business purposes, and Sellers (including any such trusttrust or successors) and such directors, officers, employees, counsel, representatives, accountants and auditors will shall have the right, at Sellers’ sole cost and expense right to make copies of any such Records for such purposesfiles, books, records and other materials. Until the closing of the Bankruptcy Case or the liquidation and winding up of Sellers’ estateestates, Sellers may shall preserve and keep a copy of the Records records retained by them relating to the Business and the Acquired Assets and, at Sellers’ Buyer’s sole expense, will shall make all records, 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 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 the event any Party desires to destroy any such Records prior to records during or after the time during which they must be maintained pursuant to this Section 8.48.5, such Party will shall first give 90 days’ ninety (90) days prior written notice to the other Party Parties and any such other Party will Parties shall have the right at their option and expense, upon prior written notice given within such 90 ninety (90) day period to the Party desiring to destroy such Records or records, to take possession of the Records records within 180 one hundred and eighty (180) days after the date of such notice, or such shorter period as the liquidation and winding up of Sellers’ estate will estates shall 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, each Seller will keep confidential and not use the Records and any proprietary or non-proprietary engineering, geological, geophysical and seismic data, files and records that would have been included in the Records but for the failure to obtain a material Third Party consent.

Post-Closing Books and Records and Personnel. For one five (15) year years after the Closing DateDate (or such longer period as may be required by any Governmental Authority or ongoing claim), (a) Buyer will shall not dispose of or destroy any of the Records received by Buyer as Assets and (b) Buyer will shall allow Sellers (including, for clarity, any trust established under a Chapter chapter 11 plan of Sellers or any other successors of Sellers) and any of its directors, officers, employees, counsel, representatives, accountants and auditors their Representatives reasonable access during normal business hours, at Sellers’ sole expense and upon reasonable advance notice, to all employees and files of Buyer and its respective Subsidiaries and any Records included in the Assets for purposes relating to the Bankruptcy Case, the wind-down of the operations of Sellers or and their estates, the functions of any such trusts or successors, or other reasonable business purposes, and Sellers (including any such trusttrust or successors) and such directors, officers, employees, counsel, representatives, accountants and auditors will Representatives shall have the right, at Sellers’ sole cost and expense right to make copies of any such files, books, records, Records for such purposesand other materials. Until the closing of the Bankruptcy Case or the liquidation and winding up of Sellers’ estateestates, Sellers may shall preserve and keep a copy of the Records and, at Sellers’ Buyer’s sole expense, will shall make all such Records, 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 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 the event any Party desires to destroy any such Records prior to during or after the time during which they must be maintained pursuant to this Section 8.47.7, such Party will shall first give 90 days’ ninety (90) days prior written notice to the other Party and such other Party will shall have the right at their option and expense, upon prior written notice given within such 90 ninety (90) day period to the Party desiring to destroy such Records or records, to take possession of the such Records or records within 180 one hundred and eighty (180) days after the date of such notice, or such shorter period as the liquidation and winding up of Sellers’ estate will estates shall 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, each Seller will keep confidential and not use the Records and any proprietary or non-proprietary engineering, geological, geophysical and seismic data, files and records that would have been included in the Records but for the failure to obtain a material Third Party consent.

Post-Closing Books and Records and Personnel. For one (1) year five years after the Closing DateDate (or such longer period as may be required by any Governmental Authority or ongoing claim), (a) Buyer will shall not dispose of or destroy any of the Records received by Buyer as Oil and Gas Assets and (b) Buyer will shall allow Sellers (including, for clarity, any trust established under a Chapter chapter 11 plan of Sellers or any other successors of Sellers) and any of its their directors, officers, employees, counsel, representatives, accountants and auditors reasonable access during normal business hours, at Sellers’ sole expense and upon reasonable advance notice, to all employees and files of Buyer and their respective Subsidiaries and any Records included in the Oil and Gas Assets for purposes relating to the Bankruptcy Case, the wind-down of the operations of Sellers or Sellers, the functions of any such trusts or successors, or other reasonable business purposes, and Sellers (including any such trusttrust or successors) and such directors, officers, employees, counsel, representatives, accountants and auditors will shall have the right, at Sellers’ sole cost and expense right to make copies of any such Records for such purposesfiles, books, records and other materials. Until the closing of the Bankruptcy Case or the liquidation and winding up of Sellers’ estateestates, Sellers may shall preserve and keep a copy of the Records and, at Sellers’ Buyer’s sole expense, will shall make all recordssuch 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 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 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 prior to during or after the time during which they must be maintained pursuant to this Section 8.48.7, such Party will shall first give 90 days’ ninety days prior written notice to the other Party Parties and any such other Party will Parties shall have the right at their option and expense, upon prior written notice given within such 90 ninety day period to the Party desiring to destroy such Records or records, to take possession of the Records within 180 one hundred and eighty days after the date of such notice, or such shorter period as the liquidation and winding up of Sellers’ estate will estates shall 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, each Seller will keep confidential and not use the Records and any proprietary or non-proprietary engineering, geological, geophysical and seismic data, files and records that would have been included in the Records but for the failure to obtain a material Third Party consent.Table of Contents

Post-Closing Books and Records and Personnel. (a) Seller shall deliver the Records to Buyer within 60 days following Closing. For one (1) year 18 months after the Closing Date, (ai) Buyer will not dispose of or destroy any of the Records received by Buyer as Assets and (bii) Buyer will allow Sellers (including, for clarity, any trust established under a Chapter 11 plan of Sellers or any other successors of Sellers) and any of its directors, officers, employees, counsel, representativesRepresentatives, accountants and auditors reasonable access during normal business hours, upon reasonable advance notice, to any Records included in the Assets for purposes relating to the Bankruptcy CaseCases, the wind-down of the operations of Sellers or any such trusts or successors and Sellers (including any such trusttrust or successors) and such directors, officers, employees, counsel, representativesRepresentatives, accountants and auditors will have the right, at Sellers’ sole cost and expense right to make copies of any such Records for such purposes. Until the closing of the Bankruptcy Case or the liquidation and winding up of Sellers’ each Seller’s estate, Sellers may keep a copy of the Records and, 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 things, 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 DocumentRecords. In the event any Party desires to destroy any such Records prior to the time during which they must be maintained pursuant to this Section 8.4‎Section 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 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’ each applicable Seller’s estate will permit. Except as required by Legal Requirements Applicable Laws or to the extent required to enforce its rights with respect to the Excluded Liabilities, from and after the Closing, each Seller will keep confidential and not use the Records and any proprietary or non-proprietary engineering, geological, geophysical and seismic data, files and records that would have been included in the Records but for the failure to obtain a material Third Party consent.