Post-Closing Books and Records; Financial Statements. As of the Closing and subject to Section 6.04(a), the Sellers and their Affiliates shall be entitled to retain copies (at the Sellers’ sole cost and expense) of any such books, records and other documents which pertain solely to the ownership or operation of the Acquired Companies and/or the Blockers. Parent shall, and shall cause the Acquired Companies and the Blockers to, retain, for at least seven (7) years after the Closing Date, all material books, records and other documents pertaining to the Acquired Companies’ and the Blockers’ businesses that relate to the period prior to the Closing Date, except for Tax Returns and supporting documentation relating to the Acquired Companies’ and the Blockers’ businesses or the Acquired Companies’ and the Blockers’ assets which shall be retained until sixty (60) days after the date required by applicable Law, and to make the same available after the Closing Date for inspection and copying by the Sellers (which inspection and copying shall be at the Seller’s sole cost and expense), during regular business hours without significant disruption to the Acquired Companies’ and the Blockers’ businesses and upon reasonable request and upon reasonable advance notice. At and after the expiration of such period, if the Sellers or any of their Affiliates have previously requested in writing that such books and records be preserved, Parent shall and shall cause the Acquired Companies and the Blockers to, either preserve such books and records for such reasonable period as may be requested by the Sellers or transfer such books and records to the Sellers or their designated Affiliates, in each case at the Sellers’ expense.
Post-Closing Books and Records; Financial Statements. From and after the Tier One Closing Date, the Sellers and their respective Affiliates shall be entitled to retain copies (at the Sellers’ sole cost and expense) of any books, records or other documents which pertain to the Sellers’ ownership or operation of the Acquired Companies prior to the Tier One Closing Date. The Purchaser shall, and shall cause the Acquired Companies to, retain, for at least five (5) years after the Tier One Closing Date, all books, records and other documents pertaining to the Acquired Companies’ business that relate to the period prior to the Tier One Closing Date, except for Tax Returns and supporting documentation relating to the Acquired Companies’ business or assets, which shall be retained until sixty (60) days after the date required by applicable Law, and to make the same available after the Tier One Closing Date for inspection and copying by the Sellers, during regular business hours without significant disruption to the Acquired Companies’ business and upon reasonable request and reasonable advance notice. At and after the expiration of such period, if the Sellers or any of their respective Affiliates have previously requested in writing that such books and records be preserved, the Purchaser shall, and shall cause the Acquired Companies to, either preserve such books and records for such reasonable period as may be requested by the Sellers or transfer such books and records to the Sellers or their designated Affiliates at the Sellers’ expense.
Post-Closing Books and Records; Financial Statements. For a period of seven (7) years after the Closing, the Purchaser will give the Seller, its Affiliates and its and their Representatives access to properties transferred to the Purchaser, books and records transferred to the Purchaser (even if such transferred books and records are or become commingled with books and records of the Purchaser and its Affiliates) and personnel and Representatives of the Acquired Companies, as may be reasonably required by the Seller, including for any legitimate business purpose or otherwise (a) to the extent necessary for the preparation of financial statements, regulatory filings or Tax Returns of the Seller or its Affiliates in respect of periods ending on or prior to the Closing, (b) to the extent necessary for the Seller or any of its Affiliates to comply with their respective obligations under Section 8.1(b) of the Amended and Restated Stock Purchase Agreement, dated as of June 27, 2016, as amended through the date of this Agreement, by and among Atlas Power Finance, LLC, GDF SUEZ Energy North America, Inc. and International Power, S.A. (the “GDF SUEZ SPA”) or (c) in connection with any insurance claims, Tax audits, Claims or any obligations under this Agreement or any agreement, document or instrument contemplated hereby or thereby. Notwithstanding the foregoing, the Purchaser shall not be required to provide any information (i) which the Purchaser reasonably believes it or the Acquired Companies are prohibited from providing to the Seller by reason of applicable Law, which constitutes or allows access to information protected by attorney/client privilege or which the Purchaser or the Acquired Companies are required to keep confidential or prevent access to by reason of any Contract with a Third Party, or (ii) relating to pricing or other matters, in each case, arising after the Closing and that are highly sensitive if the exchange of such documents (or portions thereof) or information, as determined by the Purchaser’s counsel, might reasonably result in antitrust difficulties for the Purchaser or its Affiliates; provided that the Purchaser shall use its commercially reasonable efforts to disclose the information described in clauses (i) and (ii) (or as much of such information as possible) in a manner that does not violate applicable Law, result in the loss of attorney/client privilege or violate any confidentiality restriction, and shall notify the Seller of any information that it is not providing pursuant to the li...
Post-Closing Books and Records; Financial Statements. (a) Buyer shall, and to the extent within its powers as a stockholder, shall cause the Acquired Companies to, retain, for seven years after the Closing Date, all books, records and other documents pertaining to the Acquired Companies’ businesses that relate to the period prior to the Closing Date, except for tax returns and supporting documentation relating to the Acquired Companies’ businesses or the Acquired Companies’ assets which shall be retained until 60 days after the date required by applicable Law, and to make the same available after the Closing Date for inspection and copying by Sellers, during regular business hours without significant disruption to the Acquired Companies’ businesses and upon reasonable request and upon reasonable advance notice. At and after the expiration of such period, if Sellers or any of their Affiliates has previously requested in writing that such books and records be preserved, Buyer shall, and to the extent within its powers as a stockholder, shall cause the Acquired Companies to, either preserve such books and records for such reasonable period as may be requested by Sellers or transfer such books and records to Sellers or their designated Affiliates at Sellers’ expense.
Post-Closing Books and Records; Financial Statements. For a period of seven (7) years after the Closing, the Purchaser will give the Seller, its Affiliates and its and their Representatives access to properties transferred to the Purchaser, books and records transferred to the Purchaser (even if such transferred books and records are or become commingled with books and records of the Purchaser and its Affiliates) and personnel and Representatives of the Acquired Company, as may be reasonably required by the Seller, including for any legitimate business purpose or otherwise (a) to the extent necessary for the preparation of financial statements, regulatory filings or Tax Returns of the Seller or its Affiliates in respect of periods ending on or prior to the Closing, (b) to the extent necessary for the Seller or any of its Affiliates to comply with their respective obligations under Section 6.2(d) of the Purchase and Sale Agreement, dated as of August 21, 2014, by and among Duke Energy XXX, LLC, Xxxx Energy Commercial Enterprises, Inc. and Dynegy Resource I, LLC, or (c) in connection with any insurance claims, Tax audits, Claims or any obligations under this Agreement or any agreement, document or instrument contemplated hereby or thereby. Notwithstanding the foregoing, the Purchaser shall not be required to provide any information (i) which the Purchaser reasonably believes it or the Acquired Company is prohibited from providing to the Seller by reason of applicable Law, which constitutes or allows access to information protected by attorney—client privilege or which the Purchaser or the Acquired Company is required to keep confidential or prevent access to by reason of any Contract with a Third Party, or (ii) relating to pricing or other matters, in each case, arising after the Closing and that are highly sensitive if the exchange of such documents (or portions thereof) or information, as determined by the Purchaser’s counsel, might reasonably result in antitrust difficulties for the Purchaser or its Affiliates; provided that the Purchaser shall use its commercially reasonable efforts to disclose the information described in clauses (i) and (ii) (or as much of such information as possible) in a manner that does not violate applicable Law, result in the loss of attorney—client privilege or violate any confidentiality restriction, and shall notify the Seller of any information that it is not providing pursuant to the limitations of this sentence. The Seller, its Affiliates and its and their respective Represent...
