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

Post-Closing Books and Records. (a) Until the earlier of the liquidation and winding up of each Selling Entity’s estate and two years after the Closing Date, (i) Buyer will use commercially reasonable efforts not to dispose of or destroy any of the Acquired Records and (ii) Buyer will allow such Selling Entity (including, for clarity, any trust established under a Chapter 11 plan of such Selling Entity or any other successors of such Selling Entity) and any of its respective directors, officers, employees, counsel, Representatives, accountants and auditors reasonable access during normal business hours, upon reasonable advance notice, to any Acquired Records for purposes relating to the Bankruptcy Cases, the wind-down of the operations of such Selling Entity or any such trusts or successors and such Selling Entity (including any such trust or successors) and such directors, officers, employees, counsel, Representatives, accountants and auditors will have the right to make copies of any such Records for such purposes (at its sole cost and expense). Until the liquidation and winding up of each Selling Entity’s estate, such Selling Entity may keep a copy of the Acquired Records. 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, the Selling Entities will keep confidential and not use the Records that would have been included in the Acquired Records but for the failure to obtain a material third-party consent or any Records to which it has access under this Section 8.05, except for the use thereof as expressly permissible hereunder; provided, however, that if practicable and permitted by Applicable Law, such disclosing Selling Entity shall provide Buyer with prompt written notice of any such requirement so that Buyer may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 8.05, and provided further that such disclosing Selling Entity shall reasonably cooperate with Buyer in seeking such a protective order and/or other appropriate remedy. (b) Until the earlier of the liquidation and winding up of each Selling Entity’s estate and ten years after the Closing Date, (i) each Selling Entity will use commercially reasonable efforts not to dispose of or destroy any of the Records within its possession or control and (ii) each Selling Entity will allow Buyer and any of its respective directors, officers, employees, counsel, Representatives, accountants and auditors reasonable access during normal business hours, upon reasonable advance notice, to any such Records for any purpose relating to the Business or any Assets or in connection with the performance of services under the Transition Services Agreement and Buyer and such directors, officers, employees, counsel, Representatives, accountants and auditors will have the right to make copies of any such Records for such purposes (at its sole cost and expense). Buyer may keep any such copies. Except as required by Applicable Laws or stock exchange requirement or to the extent required to enforce its rights with respect to the Assumed Liabilities, from and after the Closing, Buyer will keep confidential and not use the Records to which it has access under this Section 8.05, except for the use thereof as expressly permissible hereunder; provided, however, that if practicable and permitted by Applicable Law, Buyer will provide Seller with prompt written notice of any such requirement so that Seller may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 8.05, and provided further that such Buyer shall reasonably cooperate with Buyer in seeking such a protective order and/or other appropriate remedy. (c) 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 8.05, such Party will first give thirty (30) 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 thirty- (30-) day period to the Party desiring to destroy such Records or records, to take possession of such Records within sixty (60) days after the date of such notice, or such shorter period as the liquidation and winding up of each applicable Selling Entity’s estate will permit, if applicable.

Post-Closing Books and Records. (a) Until Notwithstanding anything to the earlier contrary contained in this Agreement, Sellers may retain all Records prepared in connection with the transactions contemplated by this Agreement, including bids received from other parties and analyses relating to the Business and such Records shall be Excluded Assets for all purposes hereunder. Purchaser acknowledges that Sellers or their Affiliates shall be entitled to retain copies of any of the liquidation Transferred Records, in their discretion, acting reasonably, for accounting, Tax, litigation and winding up regulatory purposes and, without limiting the generality of each Selling Entity’s estate the foregoing, Sellers or their Affiliates shall be also entitled to retain copies (electronic or otherwise) of the materials posted to any virtual data room or otherwise provided or made available by Sellers to Purchaser in connection with the transactions contemplated by this Agreement; provided that all of the foregoing shall be subject to Sellers’ obligations under Section 6.6 for so long as it is retained. (b) After the Closing, Sellers and two years after the Closing Date, (i) Buyer will their Affiliates shall use commercially reasonable efforts to provide Purchaser reasonable access, during normal business hours and upon reasonable notice, to all Records of Sellers that are not Transferred Records and are related to dispose the Business, to the extent required or reasonably advisable for the conduct or operation of the Business or destroy any the ownership of the Acquired Records Assets after the Closing, and (ii) Buyer will allow such Selling Entity (including, for clarity, any trust established under a Chapter 11 plan of such Selling Entity or any other successors of such Selling Entity) and any of its respective directors, officers, employees, counsel, Representatives, accountants and auditors reasonable access during normal business hours, upon reasonable advance notice, to any Acquired Records for purposes relating to the Bankruptcy Cases, the wind-down of the operations of such Selling Entity or any such trusts or successors and such Selling Entity (including any such trust or successors) and such directors, officers, employees, counsel, Representatives, accountants and auditors will have the right to make copies and extracts therefrom, in each case, as Purchaser may reasonably request; provided that (A) such access would not unreasonably disrupt the normal operations of Sellers and their Affiliates and (B) Sellers reserve the right to redact any such Records for such purposes (at its sole cost and expense). Until the liquidation and winding up of each Selling Entity’s estate, such Selling Entity may keep a copy of the Acquired Records. Except as required by Applicable Laws or information that is unrelated to the extent required Business and Sellers shall have no obligation to enforce its rights with respect furnish (x) information the disclosure of which is legally or contractually prohibited and (y) such portions of documents or information which are subject to attorney-client privilege and the Excluded Liabilitiesprovision of which, from and after the Closing, the Selling Entities will keep confidential and not use the Records that would have been included in the Acquired Records but for opinion of Sellers’ internal counsel, may eliminate the failure privilege pertaining to obtain a material third-party consent or any Records to which it has access such documents, provided further that, in the case that the foregoing clauses (x) and (y) restricts the rights of Purchaser under this Section 8.056.14, except for the Sellers and Purchaser shall use thereof as expressly permissible hereunder; provided, however, their reasonable best efforts to make appropriate substitute disclosure arrangements that if practicable and permitted by Applicable Law, such disclosing Selling Entity shall provide Buyer with prompt written notice of do not impair any such requirement so that Buyer may seek a protective order attorney-client privilege or other appropriate remedy and/or waive compliance with the provisions violate any applicable Law or duty of this Section 8.05, and provided further that such disclosing Selling Entity shall reasonably cooperate with Buyer in seeking such a protective order and/or other appropriate remedyconfidentiality. (b) Until the earlier of the liquidation and winding up of each Selling Entity’s estate and ten years after the Closing Date, (i) each Selling Entity will use commercially reasonable efforts not to dispose of or destroy any of the Records within its possession or control and (ii) each Selling Entity will allow Buyer and any of its respective directors, officers, employees, counsel, Representatives, accountants and auditors reasonable access during normal business hours, upon reasonable advance notice, to any such Records for any purpose relating to the Business or any Assets or in connection with the performance of services under the Transition Services Agreement and Buyer and such directors, officers, employees, counsel, Representatives, accountants and auditors will have the right to make copies of any such Records for such purposes (at its sole cost and expense). Buyer may keep any such copies. Except as required by Applicable Laws or stock exchange requirement or to the extent required to enforce its rights with respect to the Assumed Liabilities, from and after the Closing, Buyer will keep confidential and not use the Records to which it has access under this Section 8.05, except for the use thereof as expressly permissible hereunder; provided, however, that if practicable and permitted by Applicable Law, Buyer will provide Seller with prompt written notice of any such requirement so that Seller may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 8.05, and provided further that such Buyer shall reasonably cooperate with Buyer in seeking such a protective order and/or other appropriate remedy. (c) 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 8.05, such Party will first give thirty (30) 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 thirty- (30-) day period to the Party desiring to destroy such Records or records, to take possession of such Records within sixty (60) days after the date of such notice, or such shorter period as the liquidation and winding up of each applicable Selling Entity’s estate will permit, if applicable.

Post-Closing Books and Records. (a) Until the earlier As of the liquidation Closing, Sellers and winding up their Affiliates shall be entitled to retain copies (at Sellers’ sole cost and expense) of each Selling Entityany such books, records and other documents which pertain solely to the ownership or operation of the Cardinal Companies to the extent that such books, records or other documents are reasonably required by Sellers or their Affiliates in connection with the preparation of any Seller’s estate Tax Returns or with any audit thereof or otherwise required to be retained by Law or applicable regulatory authority. Each of Sellers and two their Affiliates shall, and shall cause their respective Affiliates, counsel, accountants and other advisors and representatives to, subject to Section 5.02, maintain in confidence, and not disclose, or use, except for the purposes set forth in the immediately preceding sentence, any such retained books, records and other documents, and any other written, oral or other information relating to the Cardinal Companies obtained by virtue of Sellers’ investment in the Cardinal Companies (the “Sellers’ Confidential Information”). The foregoing shall not prohibit Sellers’ or any of their Affiliate’s disclosure of such Sellers’ Confidential Information to the extent required by Law or applicable regulatory authority, in which case Sellers or their Affiliates, as applicable, shall, to the extent permitted by applicable Law or applicable regulatory authority, use commercially reasonable efforts to provide notice of such required disclosure to Purchaser as soon as reasonably practicable (and in any event prior to any such required disclosure). Furthermore, Purchaser acknowledges that in the ordinary course of Sellers’ and their respective Affiliates’ businesses, Sellers and such Affiliates may pursue, acquire, manage and serve on the boards of companies that may be potential competitors to the Cardinal Companies and, without limiting the obligations under this Section 5.03(a), this Section 5.03(a) shall not prohibit or restrict such activities. (b) Purchaser shall cause the Cardinal Companies to, retain, for at least seven (7) years after the Closing Date, (i) Buyer will use commercially reasonable efforts not to dispose of or destroy any of the Acquired Records all books, records and (ii) Buyer will allow such Selling Entity (including, for clarity, any trust established under a Chapter 11 plan of such Selling Entity or any other successors of such Selling Entity) and any of its respective directors, officers, employees, counsel, Representatives, accountants and auditors reasonable access during normal business hours, upon reasonable advance notice, to any Acquired Records for purposes relating documents pertaining to the Bankruptcy Cases, the wind-down of the operations of such Selling Entity or any such trusts or successors and such Selling Entity (including any such trust or successors) and such directors, officers, employees, counsel, Representatives, accountants and auditors will have the right to make copies of any such Records for such purposes (at its sole cost and expense). Until the liquidation and winding up of each Selling Entity’s estate, such Selling Entity may keep a copy of the Acquired Records. Except as required by Applicable Laws or Cardinal Companies’ businesses that relate to the extent required period prior to enforce its rights with respect to the Excluded Liabilities, from and after the Closing, the Selling Entities will keep confidential and not use the Records that would have been included in the Acquired Records but for the failure to obtain a material third-party consent or any Records to which it has access under this Section 8.05, except for the use thereof as expressly permissible hereunder; provided, however, that if practicable and permitted by Applicable Law, such disclosing Selling Entity shall provide Buyer with prompt written notice of any such requirement so that Buyer may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 8.05, and provided further that such disclosing Selling Entity shall reasonably cooperate with Buyer in seeking such a protective order and/or other appropriate remedy. (b) Until the earlier of the liquidation and winding up of each Selling Entity’s estate and ten years after the Closing Date, (i) each Selling Entity will use commercially reasonable efforts not to dispose of or destroy any of the Records within its possession or control except for Tax Returns and (ii) each Selling Entity will allow Buyer and any of its respective directors, officers, employees, counsel, Representatives, accountants and auditors reasonable access during normal business hours, upon reasonable advance notice, to any such Records for any purpose supporting documentation relating to the Business Cardinal Companies’ businesses or any Assets or in connection with the performance of services under the Transition Services Agreement and Buyer and such directors, officers, employees, counsel, Representatives, accountants and auditors will have the right to make copies of any such Records for such purposes (at its sole cost and expense). Buyer may keep any such copies. Except as required by Applicable Laws or stock exchange requirement or to the extent required to enforce its rights with respect to the Assumed Liabilities, from and after the Closing, Buyer will keep confidential and not use the Records to Cardinal Companies’ assets which it has access under this Section 8.05, except for the use thereof as expressly permissible hereunder; provided, however, that if practicable and permitted by Applicable Law, Buyer will provide Seller with prompt written notice of any such requirement so that Seller may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 8.05, and provided further that such Buyer shall reasonably cooperate with Buyer in seeking such a protective order and/or other appropriate remedy. (c) 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 8.05, such Party will first give thirty (30) 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 thirty- (30-) day period to the Party desiring to destroy such Records or records, to take possession of such Records within retained until sixty (60) days after the date required by applicable Law, and, subject to Sellers’ obligation to refrain from disclosing or making available any proprietary information, any written or oral communications that are subject to the attorney client privilege and any documents that are covered by the work product doctrine, to make the same available after the Closing Date for inspection and copying by Sellers (at Sellers’ sole cost and expense) during regular business hours and at times and dates mutually acceptable to the Parties without significant disruption to the Cardinal Companies’ businesses and upon reasonable request and upon reasonable advance notice. At and after the expiration of such noticeperiod, if Sellers or any of their Affiliates have previously requested in writing that such shorter books and records be preserved, Purchaser shall cause the Cardinal Companies to either preserve such books and records for such reasonable period as the liquidation may be requested by Sellers or transfer such books and winding up of records to Sellers or their designated Affiliates, in each applicable Selling Entity’s estate will permit, if applicablecase at Sellers’ sole cost and expense.

Post-Closing Books and Records. (a) Until the earlier As of the liquidation Closing, Seller and winding its Affiliates shall be entitled to retain copies (at Seller’s sole cost and expense) of all books, records and other documents (including back-up tapes) pertaining to the ownership or operation of each Selling Entity’s estate and two the Facility shall be available in tangible form at the Facility as of immediately following the Closing. Buyer shall retain, for at least seven (7) years after the Closing Date, (i) Buyer will use commercially all books, records and other documents pertaining to the Facility’s businesses that relate to the period prior to the Closing Date, and, solely to the extent necessary for Seller and its Affiliates to prepare Tax returns, respond to Tax audits or other pending or threatened Claims, to make the same available after the Closing Date for inspection and copying by Seller, at Seller’s sole cost and expense, during regular business hours without significant disruption to the Facility’s businesses and upon reasonable efforts not to dispose of or destroy any of the Acquired Records request and (ii) Buyer will allow such Selling Entity (including, for clarity, any trust established under a Chapter 11 plan of such Selling Entity or any other successors of such Selling Entity) and any of its respective directors, officers, employees, counsel, Representatives, accountants and auditors reasonable access during normal business hours, upon reasonable advance notice; provided that such books, records and other documents shall not be available with respect to any Acquired Records for purposes relating information (a) that is related to any pending Claim between Seller and its Affiliates, on the Bankruptcy Casesone hand, and Buyer and its Affiliates, on the windother hand, (b) that is not permitted to be disclosed to Seller and its Affiliates under any Contract or applicable Law or (c) the disclosure of which would jeopardize any protection under attorney-down of client privilege or work product doctrine. At and after the operations expiration of such Selling Entity period, if Seller or any of its Affiliates have previously requested in writing that such trusts or successors books and such Selling Entity (including any such trust or successors) records be preserved, Buyer shall, and such directors, officers, employees, counsel, Representatives, accountants and auditors will have the right to make copies of any such Records for such purposes (at its sole cost and expense). Until the liquidation and winding up of each Selling Entity’s estate, such Selling Entity may keep a copy of the Acquired Records. 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, the Selling Entities will keep confidential and not use the Records that would have been included in the Acquired Records but for the failure to obtain a material third-party consent or any Records to which it has access under this Section 8.05, except for the use thereof as expressly permissible hereunder; provided, however, that if practicable and permitted by Applicable Law, such disclosing Selling Entity shall provide Buyer with prompt written notice of any such requirement so that Buyer may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 8.05, and provided further that such disclosing Selling Entity shall reasonably cooperate with Buyer in seeking such a protective order and/or other appropriate remedy. (b) Until the earlier of the liquidation and winding up of each Selling Entity’s estate and ten years after the Closing Date, (i) each Selling Entity will use commercially reasonable efforts not to dispose of or destroy any of the Records within its possession or control powers as an equity holder, shall cause the Facility to, either preserve such books and (ii) each Selling Entity will allow Buyer and any of its respective directors, officers, employees, counsel, Representatives, accountants and auditors reasonable access during normal business hours, upon reasonable advance notice, to any such Records for any purpose relating to the Business or any Assets or in connection with the performance of services under the Transition Services Agreement and Buyer and such directors, officers, employees, counsel, Representatives, accountants and auditors will have the right to make copies of any such Records records for such purposes (at its sole cost and expense). Buyer may keep any such copies. Except as required by Applicable Laws or stock exchange requirement or to the extent required to enforce its rights with respect to the Assumed Liabilities, from and after the Closing, Buyer will keep confidential and not use the Records to which it has access under this Section 8.05, except for the use thereof as expressly permissible hereunder; provided, however, that if practicable and permitted by Applicable Law, Buyer will provide Seller with prompt written notice of any such requirement so that Seller may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 8.05, and provided further that such Buyer shall reasonably cooperate with Buyer in seeking such a protective order and/or other appropriate remedy. (c) 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 8.05, such Party will first give thirty (30) 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 thirty- (30-) day period to the Party desiring to destroy such Records or records, to take possession of such Records within sixty (60) days after the date of such notice, or such shorter reasonable period as the liquidation may be requested by Seller or transfer such books and winding up of each applicable Selling Entityrecords to Seller or its designated Affiliates at Seller’s estate will permit, if applicableexpense.