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

Post-Closing Books and Records. (a) Each of Newco and GP shall use their respective reasonable efforts to cooperate with each other, and shall cause their respective officers, employees, agents, auditors and representatives to cooperate with each other, for a period of not less than five years after the Closing Date to ensure the orderly transition of Newco from GP to the Buyer and to minimize any disruption to the respective businesses of GP, the Company, any of its Subsidiaries or Newco that might result from the transition of ownership of Newco contemplated hereby. After the Closing, upon reasonable written notice, Newco and GP shall furnish or cause to be furnished to each other and their respective employees, counsel, auditors and representatives access, during Normal Business Hours, to such information and assistance relating to Newco, the Company and all of the Subsidiaries as is reasonably necessary for financial reporting and accounting matters, the preparation and filing of any Tax Returns, reports or forms or the defense of any Tax claim or assessment. Newco and GP shall reimburse the other party for reasonable out-of-pocket costs and expenses incurred in assisting the other pursuant to this Section 7.4(a). Neither GP nor Newco or the Company or any of its Subsidiaries shall be required by this Section 7.4(a) to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations. (b) GP acknowledges that Newco or the Company may in the future file a registration statement with the Securities and Exchange Commission, which such registration statement will require the inclusion of financial statements prepared in accordance with Regulation S-X of the Securities Act of 1933, as amended. Accordingly, GP agrees to furnish to Newco or the Company any information or documents necessary for completion of such financial statements as required by law or the regulations of the Securities and Exchange Commission and GP agrees to execute any necessary management representation letters to permit Newco or the Company’s independent accountants to issue unqualified reports with respect to such financial statements and agrees to use its reasonable efforts to cause its independent accountants to give any necessary consents to use such financial statements. In addition, GP shall provide the certification with respect to such financial statements as is set forth in Section 4.7(b). (c) On the Closing Date, or as soon thereafter as practicable, GP shall deliver or cause to be delivered to Newco copies of all agreements, documents, books, records and files, including records and files stored on computer disks or tapes or any other storage medium (collectively, “Records”), if any, as Newco may reasonably request, in the possession of GP relating to the business and operations of Newco, the Company or any Subsidiaries, subject to the following exceptions: (i) Newco recognizes that certain Records may relate primarily to subsidiaries or divisions of GP other than Newco or the Company and the Subsidiaries and that GP may retain such Records and shall provide copies of the relevant portions thereof to the Buyer; (ii) GP may retain all Records prepared in connection with the sale of Company Share or Newco Shares, including bids received from other parties and analyses relating to Newco, the Company or the Subsidiaries; (iii) GP may retain any Tax Returns, reports or forms, and the Buyer shall be provided with copies of such Returns, reports or forms only to the extent that they relate to separate Returns or separate Tax liability of Newco, the Company or any Subsidiary; and (iv) GP may retain copies of any Records XX xxxxx in its reasonable discretion necessary or advisable to retain in order to fully perform its obligations under each of the Human Resources Agreement, IT Support Services Agreement and Transition Services Agreement. In the event that GP elects to retain or provide the Buyer with copies of any Records or Tax Returns pursuant to this Section 7.4(c), GP shall do so at its own cost and expense. (d) Newco shall preserve and keep the Records of Newco and the Company acquired by the Buyer pursuant to this Agreement or held by Newco, the Company or any Subsidiary at or after the Closing for a period of seven years from the Closing Date, or for any longer periods required by any Governmental Entity or ongoing litigation, and Newco, the Company and all of the Subsidiaries shall make such Records available to GP (at GP’s own cost and expense) as may be reasonably required by GP for any purpose, including for purposes of determining any liability or obligation under this Agreement. If Newco wishes to destroy such Records after that time, it shall give ninety days’ prior written notice to GP and GP shall have the right, at its option and expense, upon written notice given to Newco within that ninety-day period, to take possession of the Records within 120 days after the date of GP’s notice to Newco. GP shall preserve and keep the Records of Newco and the Company retained by GP pursuant to this Agreement or held by GP at or after the Closing for a period of seven years from the Closing Date, or for any longer periods required by any governmental agency or ongoing litigation, and GP shall make such Records available to Newco (at Newco’s own cost and expense) as may be reasonably required by Newco for any purpose, including for purposes of determining any liability or obligation under this Agreement. If GP wishes to destroy such Records after that time, it shall give ninety days’ prior written notice to Newco and Newco shall have the right, at its option and expense, upon written notice given to GP within that ninety-day period, to take possession of the Records within 120 days after the date of Newco’s notice to the GP. (e) If for any reason whatsoever the transactions contemplated by this Agreement are not consummated, the Buyer shall, upon written notice to do so from GP, promptly return to GP all Records furnished by GP, Newco, the Company, any Subsidiary or any of their respective agents, employees or representatives (including all copies, if any, thereof) and shall not use or disclose the information contained in such Records for any purpose or make such information available to any other entity or Person to the extent required by, and in accordance with, the provisions of the letter dated December 19, 2001, between GP and Xxxx Capital NY, LLC. If the transactions contemplated by this Agreement are consummated, GP shall not use or disclose any information in its possession concerning Newco, the Company or any of the Subsidiaries for any purpose or make such information available to any other entity or Person, except as is expressly contemplated by the Transaction Agreements or as required by law (in which case GP shall provide Newco with prior notice of such requirement).

Post-Closing Books and Records. (a) Each of Newco and GP shall use their respective reasonable efforts to cooperate with each other, and shall cause their respective officers, employees, agents, auditors and representatives to cooperate with each other, for a period of not less than five years after the Closing Date to ensure the orderly transition of Newco from GP to the Buyer and to minimize any disruption to the respective businesses of GP, the Company, any of its Subsidiaries or Newco that might result from the transition of ownership of Newco contemplated hereby. After the Closing, upon reasonable written notice, Newco and GP shall furnish or cause to be furnished to each other and their respective employees, counsel, auditors and representatives access, during Normal Business Hours, to such information and assistance relating to Newco, the Company and all of the Subsidiaries as is reasonably necessary for financial reporting and accounting matters, the preparation and filing of any Tax Returns, reports or forms or the defense of any Tax claim or assessment. Newco and GP shall reimburse the other party for reasonable out-of-pocket costs and expenses incurred in assisting the other pursuant to this Section 7.4(a). Neither GP nor Newco or the Company or any of its Subsidiaries shall be required by this Section 7.4(a) to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations. (b) GP acknowledges that Newco or the Company may in the future file a registration statement with the Securities and Exchange Commission, which such registration statement will require the inclusion of financial statements prepared in accordance with Regulation S-X of the Securities Act of 1933, as amended. Accordingly, GP agrees to furnish to Newco or the Company any information or documents necessary for completion of such financial statements as required by law or the regulations of the Securities and Exchange Commission and GP agrees to execute any necessary management representation letters to permit Newco or the Company’s independent accountants to issue unqualified reports with respect to such financial statements and agrees to use its reasonable efforts to cause its independent accountants to give any necessary consents to use such financial statements. In addition, GP shall provide the certification with respect to such financial statements as is set forth in Section 4.7(b). (c) On the Closing Date, or as soon thereafter as practicable, GP the Company shall deliver or cause to be delivered to Newco copies of Buyer all agreements, documents, books, records Books and files, including records and files stored on computer disks or tapes or any other storage medium (collectively, “Records”), if any, as Newco may reasonably request, in the possession of GP relating to the business and operations of Newco, the Company or any SubsidiariesBusiness, subject to the following exceptions: (i) Newco recognizes that certain Records may relate primarily to subsidiaries or divisions of GP other than Newco or the Company and the Subsidiaries and that GP may retain such Records and shall provide copies of the relevant portions thereof to the Buyer; (ii) GP may retain all Books and Records prepared in connection with the sale of Company Share or Newco Sharesthe Acquired Assets, including bids received from other parties and analyses relating to Newco, the Company or the SubsidiariesBusiness; (iiiii) GP the Company may retain any Tax Returns, reports or forms, and the Buyer shall be provided with copies of such Tax Returns, reports or forms only to the extent that they relate to separate Returns or separate Tax liability of Newco, ; (iii) the Company or any Subsidiarymay retain file copies of all such Books and Records; and (iv) GP the Company may retain copies redact, delete or otherwise modify such Books and Records for the purposes of preventing the disclosure of information related to any Records XX xxxxx in its reasonable discretion necessary or advisable to retain in order to fully perform its obligations under each of business other than the Human Resources Agreement, IT Support Services Agreement and Transition Services Agreement. In the event that GP elects to retain or provide the Buyer with copies of any Records or Tax Returns pursuant to this Section 7.4(c), GP shall do so at its own cost and expenseBusiness. (db) Newco Buyer shall, and shall cause its Subsidiaries to, preserve and keep the Books and Records of Newco and the Company Business acquired by the Buyer pursuant to this Agreement or held by Newco, the Company or any Subsidiary at or after the Closing for a period of seven ten years from the Closing Date, or for any longer periods required by any Governmental Entity Authority or ongoing litigation, and NewcoBuyer shall, the Company and all of the shall cause its Subsidiaries shall to, make such Books and Records available to GP (at GP’s own cost and expense) the Company as may be reasonably required requested by GP the Company for any purpose, including for purposes of determining any liability or obligation Liability under this Agreement. If Newco Buyer wishes to destroy any such Books and Records after that time, it Buyer shall give ninety 90 days’ ' prior written notice to GP the Company and GP the Company shall have the right, at its option and expenseoption, upon written notice given to Newco Buyer within that ninety90-day period, to take possession of the Books and Records within 120 days after the date of GP’s the Company's notice to Newco. GP shall preserve and keep Buyer. (c) After the Records of Newco and Closing, the Company retained by GP pursuant to this Agreement or held by GP at or after the Closing for a period of seven years from the Closing Date, or for any longer periods required by any governmental agency or ongoing litigationshall, and GP shall cause its Subsidiaries to, make such Records available all personnel records relating to Newco (at Newco’s own cost and expense) any Technology Employee to Buyer as may be reasonably required requested by Newco Buyer in connection with any Proceeding. (d) Buyer shall cooperate with the Company in the preparation for and prosecution of the defense of any purposeaudit, including for purposes claim or action arising out of determining or relating to any liability Excluded Liabilities or obligation other obligations or liabilities which have not been assumed by Buyer under this Agreement. If GP wishes to destroy , including by making available evidence within the control of Buyer and persons needed as witnesses employed by Buyer, in each case as reasonably needed for such Records after that time, it shall give ninety days’ prior written notice to Newco and Newco shall have the right, at its option and expense, upon written notice given to GP within that ninety-day period, to take possession of the Records within 120 days after the date of Newco’s notice to the GPdefense. (e) If for any reason whatsoever the transactions contemplated by this Agreement are not consummated, the Buyer shall, upon written notice to do so from GP, promptly return to GP all Records furnished by GP, Newco, the Company, any Subsidiary or any of their respective agents, employees or representatives (including all copies, if any, thereof) and shall not use or disclose the information contained in such Records for any purpose or make such information available to any other entity or Person to the extent required by, and in accordance with, the provisions of the letter dated December 19, 2001, between GP and Xxxx Capital NY, LLC. If the transactions contemplated by this Agreement are consummated, GP shall not use or disclose any information in its possession concerning Newco, the Company or any of the Subsidiaries for any purpose or make such information available to any other entity or Person, except as is expressly contemplated by the Transaction Agreements or as required by law (in which case GP shall provide Newco with prior notice of such requirement).

Post-Closing Books and Records. (a) Each After the Closing, Buyer shall, and Buyer shall cause the Company and the Company Subsidiaries to, hold at least one copy of Newco all Business Records relating to the Company and GP shall use their respective reasonable efforts the Company Subsidiaries on or before the Closing Date and not to cooperate with each otherdestroy or dispose of such copy for a period of seven (7) years from the Closing Date or such longer time as may be required by applicable Law, and Buyer agrees, upon the request of Seller prior to such date, to provide a copy of the applicable Business Records prior to the destruction or disposition thereof. Subject to the confidentiality obligations set forth herein, Seller may retain a copy of any or all of the Business Records and any other materials included in any electronic data room or that are otherwise in the possession or under the control of Seller relating to the Company and the Company Subsidiaries on or before the Closing Date. (b) From and after the Closing Date, Buyer shall, and shall cause their respective officersthe Company and the Company Subsidiaries to, employees, agents, auditors (i) afford Seller and representatives to cooperate with each other, for a period of not less than five years after the Closing Date to ensure the orderly transition of Newco from GP its Representatives reasonable access to the Buyer offices, properties, books and to minimize any disruption to records of the respective businesses of GP, Company and the Company, any of its Company Subsidiaries or Newco that might result from the transition of ownership of Newco contemplated hereby. After the Closing, during normal business hours and upon reasonable prior written notice, Newco (ii) furnish to Seller and GP shall furnish or its Representatives copies of such Business Records as such Persons may reasonably request and (iii) cause to be furnished to each other and their respective the employees, counsel, auditors counsel and representatives access, during Normal Business Hours, to such information and assistance relating to Newcofinancial advisors of Buyer, the Company and all of the Subsidiaries as is reasonably necessary for financial reporting and accounting matters, the preparation and filing of any Tax Returns, reports or forms or the defense of any Tax claim or assessment. Newco and GP shall reimburse the other party for reasonable out-of-pocket costs and expenses incurred in assisting the other pursuant to this Section 7.4(a). Neither GP nor Newco or the Company or Subsidiaries to cooperate with Seller solely in connection with clauses (i) and (ii) above; provided, that any of its Subsidiaries such access shall be required by this Section 7.4(a) granted in a manner as not to take any action that would unreasonably interfere with the conduct of its the business or unreasonably disrupt its normal operations. (b) GP acknowledges that Newco of Buyer, the Company or the Company Subsidiaries. Buyer, the Company, the Company Subsidiaries may withhold any document or information, the disclosure of which could reasonably be expected to violate any Contract or any Law, result in the future file a registration statement with loss of protectable interests in trade secrets, or result in the Securities and Exchange Commission, which such registration statement will require the inclusion waiver of financial statements prepared in accordance with Regulation Sany legal privilege or work-X product privilege (provided that Buyer shall give notice to Seller of the Securities Act of 1933, as amended. Accordingly, GP agrees to furnish to Newco fact that such documents or the Company any information or documents necessary for completion of such financial statements as required by law or the regulations of the Securities are being withheld and Exchange Commission and GP agrees to execute any necessary management representation letters to permit Newco or the Company’s independent accountants to issue unqualified reports with respect to such financial statements and agrees to thereafter Buyer shall use its commercially reasonable efforts to cause its independent accountants such documents or information, as applicable, to give any necessary consents be made available in a manner that would not reasonably be expected to use cause such financial statements. In additiona violation, GP shall provide the certification with respect to such financial statements as is set forth in Section 4.7(bdisclosure or waiver). (c) On From and after the Closing Date, or as soon thereafter as practicableall Asset Management Information shall be the sole property of Seller, GP shall deliver or cause to be delivered to Newco copies of all agreementsand, documents, books, records and files, including records and files stored on computer disks or tapes or any other storage medium (collectively, “Records”), if any, as Newco may reasonably request, in the possession of GP relating except to the business and operations of Newco, the Company or any Subsidiaries, subject extent necessary for Buyer to the following exceptions: address (i) Newco recognizes that certain Records may relate primarily to subsidiaries or divisions of GP other than Newco or any claims against the Company and the Company Subsidiaries based on the conduct of the Asset Management Business prior to the Closing (which claims are not assumed by Buyer and that GP may retain such Records and are the subject of indemnification pursuant to Section 9.02(a)(iii)), or (ii) any accounting, tax or other purpose related to the pre-Closing operations of the Company and/or the Company Subsidiaries, Seller shall not be required to provide copies of the relevant portions thereof or access to the any Asset Management Information to Buyer; (ii) GP may retain all Records prepared in connection with the sale of Company Share or Newco Shares, including bids received from other parties and analyses relating to Newco, the Company or the Company Subsidiaries; (iii) GP may retain any Tax Returns, reports or forms, and the Buyer shall be provided with copies of such Returns, reports or forms only to . To the extent that they relate to separate Returns or separate Tax liability any Asset Management Information remains in the possession of Newco, the Company or any Subsidiary; and (iv) GP may retain copies of any Records XX xxxxx in its reasonable discretion necessary or advisable to retain in order to fully perform its obligations under each of the Human Resources Agreement, IT Support Services Agreement and Transition Services Agreement. In the event that GP elects to retain or provide the Buyer with copies of any Records or Tax Returns pursuant to this Section 7.4(c), GP shall do so at its own cost and expense. (d) Newco shall preserve and keep the Records of Newco and the Company acquired by the Buyer pursuant to this Agreement or held by Newco, the Company or any Subsidiary at or Subsidiaries after the Closing for a period of seven years from the Closing Date, or for any longer periods required by any Governmental Entity or ongoing litigation, and Newco, the Company and all the Company Subsidiaries shall promptly notify Seller of the Subsidiaries shall make existence of such Records available to GP (at GP’s own cost and expense) as may be reasonably required by GP for any purpose, including for purposes of determining any liability or obligation under this Agreement. If Newco wishes to destroy such Records after that time, it shall give ninety days’ prior written notice to GP and GP shall have the right, at its option and expense, upon written notice given to Newco within that ninety-day period, to take possession of the Records within 120 days after the date of GP’s notice to Newco. GP shall preserve and keep the Records of Newco and the Company retained by GP pursuant to this Agreement or held by GP at or after the Closing for a period of seven years from the Closing Date, or for any longer periods required by any governmental agency or ongoing litigationAsset Management Information, and GP Seller shall make be permitted to cause such Records available Asset Management Information to Newco (at Newco’s own cost be transferred to Seller. With respect to retention of records by Seller and expense) as may be reasonably required access to records by Newco for any purpose, including for purposes of determining any liability or obligation under this Agreement. If GP wishes to destroy such Records after that time, it shall give ninety days’ prior written notice to Newco and Newco shall have the right, at its option and expense, upon written notice given to GP within that ninety-day period, to take possession of the Records within 120 days after the date of Newco’s notice to the GP. (e) If for any reason whatsoever the transactions contemplated by this Agreement are not consummated, the Buyer shall, upon written notice to do so from GP, promptly return to GP all Records furnished by GP, Newco, the Company, any Subsidiary or any of their respective agents, employees or representatives (including all copies, if any, thereof) and shall not use or disclose the information contained in such Records for any purpose or make such information available to any other entity or Person to the extent required by, and provided in accordance withthis Section 5.14(c), the provisions of the letter dated December 19Sections 5.14(a) and 5.14(b) shall apply to Asset Management Information, 2001, between GP and Xxxx Capital NY, LLC. If the transactions contemplated by this Agreement are consummated, GP shall not use or disclose any information in its possession concerning Newco, the Company or any of the Subsidiaries for any purpose or make such information available to any other entity or Person, except as is expressly contemplated by the Transaction Agreements or as required by law (in which case GP shall provide Newco with prior notice of such requirement)mutatis mutandis.