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

Post-Closing Preservation of Books and Records; Access. (a) For a period of seven (7) years from and after the Effective Time, Buyer shall, and shall cause its Affiliates to, upon receipt of reasonable prior written request from Seller, (a) afford to Seller and its Representatives reasonable access during Buyer’s normal business hours to the Transferred Assets and to the Books and Records delivered to Buyer by Seller; (b) provide Seller, at Seller’s expense, with copies of the Books and Records delivered to Buyer by Seller; and (c) at Seller’s expense, reasonably cooperate with Seller in all respects, including the making available to Seller of Buyer’s employees as witnesses or deponents as Seller may reasonably request, in each case in respect of (i) financial reporting, (ii) preparation of Tax Returns and other Tax matters, (iii) investigating Claims or pursuing Actions in respect of Third Parties or Governmental Entities or (iv) addressing environmental matters involving the Transferred Assets. Buyer shall, and shall cause its Affiliates to, keep and maintain the Books and Records delivered to Buyer by Seller for a period of seven (7) years from the Closing Date or such longer periods as may be required by applicable Law; provided that Buyer may, prior to the conclusion of such seven (7) year period, elect to destroy any such information so long as Buyer uses commercially reasonable efforts to notify Seller prior to the destruction of any such information and give Seller a reasonable opportunity to obtain possession thereof. (b) Upon receipt of reasonable prior written request from Buyer, Seller shall, and shall cause its Affiliates to, at Buyer’s expense, reasonably cooperate with Buyer in all respects, including the making available to Buyer of Seller’s and such Affiliates’ employees as witnesses or deponents as Buyer may reasonably request, in each case for the purpose of investigating Claims or in connection with any pending or threatened Actions in respect of Third Parties or Governmental Entities relating to pre-Closing matters of the Business and the other businesses of Seller and its Affiliates.

Post-Closing Preservation of Books and Records; Access. (a) For a period of seven six (76) years from and after the Effective Time, Buyer shall, and shall cause its Affiliates to, upon receipt of reasonable prior written request from Seller, (a) afford to Seller and its Representatives reasonable access during Buyer’s normal business hours to Buyer’s employees, the Transferred Assets Terminal Facilities and to the Books and Records delivered to Buyer by Seller; (b) provide Seller, at Seller’s expense, with copies of the Books and Records delivered to Buyer by Seller; and (c) at Seller’s expense, reasonably cooperate with Seller in all respects, including the making available to Seller of Buyer’s employees as witnesses or deponents as Seller may reasonably request, in each case in respect of (i) financial reporting, (ii) preparation of Tax Returns and other Tax mattersor similar purposes, (iii) purposes of investigating Claims or pursuing Actions in respect of Third Parties or Governmental Entities or (iv) addressing environmental matters involving the Transferred AssetsTerminal Facilities. Buyer shall, and shall cause its Affiliates to, keep and maintain the Books and Records delivered to Buyer by Seller for a period of seven six (76) years from the Closing Date or such longer periods as may be required by applicable Law; provided provided, however, that if Buyer may, prior to the conclusion of such seven (7) year period, elect desires to destroy any such information so long as Buyer uses commercially reasonable efforts to notify Seller prior to the destruction or dispose of any such information records after the expiration of such period, then Buyer will first offer to Seller in writing at least sixty (60) days before such destruction or disposition to surrender such records to Seller, and give if Seller a reasonable opportunity to obtain possession thereof. does not accept such offer within thirty (b30) Upon days after receipt of reasonable prior written request from Buyersuch offer, Seller shall, and shall cause its Affiliates to, at Buyer’s expense, reasonably cooperate with Buyer in all respects, including the making available to Buyer of Seller’s and such Affiliates’ employees as witnesses or deponents as then Buyer may reasonably request, in each case for the purpose of investigating Claims or in connection with any pending or threatened Actions in respect of Third Parties or Governmental Entities relating to pre-Closing matters of the Business and the other businesses of Seller and its Affiliatestake such action.

Post-Closing Preservation of Books and Records; Access. (a) For a period of seven six (76) years from and after the Effective Time, Buyer shall, and shall cause its Affiliates to, upon receipt of reasonable prior written request from Seller, (ai) afford to Seller and its Representatives reasonable access during Buyer’s normal business hours to the Transferred Assets Buyer’s employees, the Site and to the Books and Records delivered to Buyer by SellerSeller at Closing; (bii) provide Seller, at Seller’s expense, with copies of the Books and Records delivered to Buyer by SellerSeller at Closing; and (ciii) at Seller’s expense, reasonably cooperate with Seller in all respects, including the making available to Seller of Buyer’s employees as witnesses or deponents as Seller may reasonably requestdeponents, in each case case, in respect of (i1) financial reporting, (ii2) preparation of Tax Returns and other Tax mattersor similar purposes, (iii3) purposes of investigating Claims or pursuing Actions in respect of Third Parties or Governmental Entities or (iv4) addressing environmental matters involving the Transferred AssetsSite or (5) any other proper purpose. Buyer shall, and shall cause its Affiliates to, keep and maintain the Books and Records delivered to Buyer by Seller at Closing for a period of seven six (76) years from the Closing Date or such longer periods as may be required by applicable Law; provided provided, however, that if Buyer may, prior to the conclusion of such seven (7) year period, elect desires to destroy any such information so long as Buyer uses commercially reasonable efforts to notify Seller prior to the destruction or dispose of any such information records during or after the expiration of such period, then Buyer will first offer to Seller in writing at least sixty (60) days before such destruction or disposition to surrender such records to Seller, and give if Seller a reasonable opportunity to obtain possession thereofdoes not accept such offer within thirty (30) days after receipt of such offer, then Buyer may take such action. (b) Upon For a period of six (6) years from and after the Effective Time, Seller shall and shall cause its Affiliates to, upon receipt of reasonable prior written request from Buyer, Seller shall(i) afford to Buyer and its Representatives reasonable access during normal business hours to Seller’s employees and to properties and records of Seller; (ii) provide Buyer, at Buyer’s expense, with copies of any books, records or accounts relating to the Acquired Assets or the Assumed Liabilities; and shall cause its Affiliates to, (iii) at Buyer’s expense, reasonably cooperate with Buyer in all respects, including the making available to Buyer of Seller’s and such Affiliates’ employees as witnesses or deponents as Buyer may reasonably requestdeponents, in each case for the purpose case, in respect of (1) financial reporting, (2) Tax or similar purposes, (3) purposes of investigating Claims or in connection with any pending or threatened pursuing Actions in respect of Third Parties or Governmental Entities relating (4) addressing environmental matters involving the Site or (4) any other proper purpose. If Seller desires to pre-Closing matters destroy or dispose of any such records related to the Business Acquired Assets or Assumed Liabilities during of after the expiration of such six (6) year period, then Seller will first offer to Buyer in writing at least sixty (60) days before such destruction or disposition to surrender such records to Buyer, and the other businesses if Buyer does not accept such offer within thirty (30) days after receipt of such offer, then Seller and its Affiliatesmay take such action.

Post-Closing Preservation of Books and Records; Access. (a) For a period of seven six (76) years from and after the Effective Time, Buyer shall, and shall cause its Affiliates to, upon receipt of reasonable prior written request from Seller, (ai) afford to Seller and its Representatives reasonable access during Buyer’s normal business hours to the Transferred Buyer’s employees, Acquired Assets and to the Books and Records delivered to Buyer by SellerSeller at Closing; (bii) provide Seller, at Seller’s expense, with copies of the Books and Records delivered to Buyer by SellerSeller at Closing; and (ciii) at Seller’s expense, reasonably cooperate with Seller in all respects, including the making available to Seller of Buyer’s employees as witnesses or deponents as Seller may reasonably requestdeponents, in each case case, in respect of (i1) financial reporting, (ii2) preparation of Tax Returns and other Tax mattersor similar purposes, (iii3) purposes of investigating Claims or pursuing Actions in respect of Third Parties or Governmental Entities or (iv4) addressing environmental matters involving the Transferred AssetsAcquired Assets or (5) any other proper purpose. Buyer shall, and shall cause its Affiliates to, keep and maintain the Books and Records delivered to Buyer by Seller at Closing for a period of seven six (76) years from the Closing Date or such longer periods as may be required by applicable Law; provided provided, however, that if Buyer may, prior to the conclusion of such seven (7) year period, elect desires to destroy any such information so long as Buyer uses commercially reasonable efforts to notify Seller prior to the destruction or dispose of any such information records during or after the expiration of such period, then Buyer will first offer to Seller in writing at least sixty (60) days before such destruction or disposition to surrender such records to Seller, and give if Seller a reasonable opportunity to obtain possession thereofdoes not accept such offer within thirty (30) days after receipt of such offer, then Buyer may take such action. (b) Upon For a period of six (6) years from and after the Effective Time, Seller shall and shall cause its Affiliates to, upon receipt of reasonable prior written request from Buyer, Seller shall(i) afford to Buyer and its Representatives reasonable access during normal business hours to Seller’s employees and to properties and records of Seller; (ii) provide Buyer, at Buyer’s expense, with copies of any books, records or accounts relating to the Acquired Assets or the Assumed Liabilities; and shall cause its Affiliates to, (iii) at Buyer’s expense, reasonably cooperate with Buyer in all respects, including the making available to Buyer of Seller’s and such Affiliates’ employees as witnesses or deponents as Buyer may reasonably requestdeponents, in each case for the purpose case, in respect of (1) financial reporting, (2) Tax or similar purposes, (3) purposes of investigating Claims or in connection with any pending or threatened pursuing Actions in respect of Third Parties or Governmental Entities relating (4) addressing environmental matters involving Acquired Assets or (4) any other proper purpose. If Seller desires to pre-Closing matters destroy or dispose of any such records related to the Business Acquired Assets or Assumed Liabilities during of after the expiration of such six (6) year period, then Seller will first offer to Buyer in writing at least sixty (60) days before such destruction or disposition to surrender such records to Buyer, and the other businesses if Buyer does not accept such offer within thirty (30) days after receipt of such offer, then Seller and its Affiliatesmay take such action.