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.

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 within its powers as an equity holder, shall cause the Facility to, either preserve such books and records for such reasonable period as may be requested by Seller or transfer such books and records to enforce Seller or 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 remedydesignated Affiliates at Seller’s expense.

Post-Closing Books and Records. (a) Until the earlier of the liquidation and winding up closure of each Selling Entity’s estate the Bankruptcy Cases and two (2) years after the Closing Date, (i) Buyer will use commercially reasonable efforts not to dispose of or destroy any of the Acquired Records received by Buyer as Assets and (ii) Buyer will allow such Selling Entity (including, for clarity, any trust established under a Chapter chapter 11 plan of such Selling Entity or any other successors of such Selling Entity) and any of its respective directors, managers officers, employees, counsel, Representatives, accountants and auditors reasonable access during normal business hours, upon reasonable advance notice, to any Acquired Records included in the Assets 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, managers, 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. Until the earlier of the liquidation and winding up of each Selling Entity’s estate and seven (7) years after the Closing Date, each Selling Entity will use commercially reasonable efforts not to dispose of or destroy any copies of the Records within its possession or control and, upon written request by Buyer, shall promptly transfer such copies to Buyer pursuant to Section 2.08. 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 treat both the Records and not any Excluded Records as Confidential Business Information (it being understood and agreed that the Selling Entities may use the Records that would have been included in and the Acquired Records but for the failure to obtain a material third-party consent or any Excluded Records to which it has access under this Section 8.05, except the extent necessary 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 its obligations and enforcement 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 remedyits rights hereunder.