Post-Closing Record Retention and Access. From and after the Closing, Buyer shall provide the Sellers’ Representative and their respective authorized Representatives with reasonable access (for the purpose of examining and copying), during normal business hours and upon reasonable advance notice, to any books and records and other materials relating to periods prior to the Closing Date, financial statements including for periods ending on or prior to the Closing Date, and the management and handling of any Action, or to comply with the rules and regulations of the IRS, the Securities and Exchange Commission or any other Governmental Authority; provided, however, that nothing herein shall require Buyer to disclose any information to Sellers’ Representative and its authorized Representatives if such disclosure would (a) jeopardize any attorney-client, work product privilege or other legal privilege, (b) contravene any applicable Law or (c) if Sellers or their Affiliates, on the one hand, and Buyer or its Affiliates (including any Target Company or its Subsidiaries), on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided, that, (x) in the case of clause (a) or (b), Buyer shall use reasonable best efforts to provide such access or examination to Sellers’ Representative in a manner that does not waive such privilege or violate such applicable Laws, and (y) to the extent access is provided to Sellers’ Representative notwithstanding the provisos in clauses (a) or (b), Sellers’ Representative shall reimburse Buyer for any reasonable out-of-pocket expenses incurred by Buyer (that it would not otherwise have incurred had access not been provided). Unless otherwise consented to in writing by the Sellers’ Representative, Buyer shall not, for a period of seven (7) years following the Closing Date, destroy, alter or otherwise dispose of any books and records and other materials of the Target Companies or their Subsidiaries existing on the Closing Date, or any portions thereof, relating to periods prior to the Closing Date without first offering to surrender to the Sellers’ Representative such books and records and materials or such portions thereof (at the Sellers’ Representative’s sole cost and expense).
Post-Closing Record Retention and Access. From and after the Closing, Buyer shall provide Seller and its authorized representatives with reasonable access (for the purpose of examining and copying), during normal business hours and in a manner so as not to unreasonably interfere with the normal business operations of the Target Companies, to any books and records and other materials in the possession of the Target Companies relating to periods prior to the Closing Date reasonably requested for the preparation of Tax Returns, amended Tax Returns or claims for refund relating to Pre-Closing Periods (and any materials necessary for the preparation of any of the foregoing), the preparation of financial statements including for periods ending on or prior to the Closing Date, and the management and handling of any Action, whether or not such Action is a matter with respect to which indemnification may be sought hereunder), compliance with the rules and regulations of the Internal Revenue Service, the Securities and Exchange Commission or any other Governmental Authority; provided that such access shall not obligate the Target Companies to take any action that would unreasonably disrupt the normal course of their businesses or violate any applicable Law. Buyer’s obligations with respect to such books and records shall include maintaining, for at least the retention period specified in this Section 6.09, computer systems permitting access to any such books and records which are stored in electronic form in a fashion which is not less efficient than current access methods. Unless otherwise consented to in Writing by Seller, Buyer shall not and shall cause each of the Target Companies not to, for a period of seven (7) years following the Closing Date, destroy, alter or otherwise dispose of any books and records and other materials of the Target Companies, or any portions thereof, relating to periods prior to 50 the Closing Date without first offering to surrender to Seller such books and records and materials or such portions thereof.
Post-Closing Record Retention and Access. Buyer acknowledges that certain books and records and other materials (including Tax and financial data) that relate to the Enterprise Group or constitute Purchased Assets may contain information relating to, or which may be applicable to or used in connection with, Seller’s Other Businesses, and that Seller may retain copies and shall have the right to access, any such books and records and other materials to the extent relating to, or which may be applicable to or used in connection with, Seller’s Other Businesses and for such other matters as are contemplated by this Agreement. Without limiting the generality of the foregoing, from and after the Closing, Buyer shall provide Seller and its Affiliates and their authorized representatives with reasonable access (for the purpose of examining and copying), during normal business hours, to such books and records and other materials included in the Purchased Assets relating to periods prior to the Closing Date in connection with general business purposes, whether or not relating to or arising out of this Agreement or the transactions contemplated hereby (including the preparation of Tax Returns, amended Tax Returns or claim for refund (and any materials necessary for the preparation of any of the foregoing), and financial statements for periods ending on or prior to the Closing Date, the management and handling of any audit, investigation, litigation or other proceeding, whether such audit, investigation, litigation or other proceeding is a matter with respect to which indemnification may be sought hereunder), to comply with the rules and regulations of the Internal Revenue Service, the SEC or any other Governmental Entity or otherwise relating to Seller’s Other Businesses. Buyer’s obligations with respect to such books and records shall include maintaining, for at least the retention period specified in this Section 8S, computer systems permitting access to any such books and records which are stored in electronic form in a fashion which is not less efficient than current access methods. Unless otherwise consented to in writing by Seller, Buyer shall not, for a period of seven (7) years following the Closing Date, destroy, alter or otherwise dispose of any books and records and other materials relating to the Enterprise Group, or any portions thereof, relating to periods prior to the Closing Date without first offering to surrender to Seller such books and records and materials or such portions thereof.
Post-Closing Record Retention and Access. The parties acknowledge that the Books and Records described on Schedule 3.4 (the “Retained Records”) will, if not provided to the Company at Closing, be retained by Parent. To the extent any such Retained Records are retained by Parent, Parent shall provide Purchaser and its Representatives with reasonable access (for the purpose of examining and copying), during normal business hours, to any such Retained Records to the extent relating to the Company or its Subsidiaries, and shall cooperate with Purchaser and its Representatives with respect to such access and the review of such Retained Records. Unless otherwise consented to in writing by Purchaser, Parent shall not, for a period of six (6) years following the Closing Date, destroy, alter or otherwise dispose of any such Retained Records, or any portions thereof, to the extent related to the Company or its Subsidiaries without first providing to Purchaser not less than 30 days written notice of Parent’s intended action and providing Purchaser the opportunity to copy such Retained Records or such portions thereof prior to such action; provided however, that notwithstanding the above, Parent shall continue to retain following such six (6) year anniversary date all Retained Records which (i) are required by Law to be retained, which Retained Records shall be retained for the period(s) so required by Law, or (ii) relate to any Tax audit, which Retained Records shall be retained until the audit and related indemnity, if any, is fully and finally resolved.
Post-Closing Record Retention and Access. From and after the Closing, Buyer shall provide the Stockholders’ Representative and its authorized representatives with reasonable access (for the purpose of examining and copying), during normal business hours, to any books and records and other materials in the possession of the Company relating to the preparation of Tax Returns, to verify any item or information relevant pursuant to this Agreement (and any materials necessary for the preparation of any of the foregoing). Buyer shall not and shall cause the Company and its Subsidiaries not to, for a period of seven years following the Closing Date, destroy, alter or otherwise dispose of any such books and records and other materials of the Company and its Subsidiaries, or any portions thereof, relating to periods prior to the Closing Date without first offering to surrender to the Stockholders’ Representative such books and records and other materials or such portions thereof.
Post-Closing Record Retention and Access. From and after the Closing, Buyer shall provide the Sellers and their respective authorized Representatives with reasonable access, at Sellers’ sole cost and expense (for the purpose of examining and copying), during normal business hours, to any books and records and other materials relating to periods prior to the Closing Date in connection with the preparation of Tax Returns, amended Tax Returns or claim for refund (and any materials necessary for the preparation of any of the foregoing), and financial statements including for periods ending on or prior to the Closing Date, and the management and handling of any Action, whether such Action is a matter with respect to which indemnification may be sought hereunder), or to comply with the rules and regulations of the IRS the SEC or any other Governmental Authority. Buyer’s obligations with respect to such books and records shall include maintaining, for a period of reasonable access to any such books and records which are stored in electronic form in a fashion. Unless otherwise consented to in writing by the Sellers’ Representative and VMG Tax-Exempt, Buyer shall not, for a period of seven (7) years following the Closing Date, destroy, alter or otherwise dispose of any books and records and other materials of the Target Companies or their Subsidiaries, or any portions thereof, relating to periods prior to the Closing Date without first offering to surrender to the Sellers’ Representative such books and records and materials or such portions thereof.
Post-Closing Record Retention and Access. From and after the Closing, Purchaser shall provide the Sellers’ Representative and its authorized Representatives with reasonable access (for the purpose of examining and copying), during normal business hours, to any books and records and other materials in the possession of the Barteca Entities relating to periods prior to the Closing Date in connection with general business purposes, whether or not relating to or arising out of this Agreement or the transactions contemplated hereby (including the preparation of financial statements for periods ending on or prior to the Closing Date, and the management and handling of any Action, whether or not such Action is a matter with respect to which indemnification may be sought hereunder), in compliance with the rules and regulations of the Securities and Exchange Commission or any other Governmental Authority. Unless otherwise consented to in writing by the Sellers’ Representative, Purchaser shall not, and shall cause each of the Blockers and the Barteca Entities not to, for a period of seven (7) years following the Closing Date, destroy, alter or otherwise dispose of any books and records and other materials of the Barteca Entities, or any portions thereof, relating to periods prior to the Closing Date without first offering to surrender to the Sellers’ Representative such books and records and materials or such portions thereof. Any information or documents accessed by the Sellers’ Representative pursuant to this Section 7.5 shall be subject to Section 7.9. This Section 7.5 shall not apply with respect to Tax Return or other Tax matters (which shall be governed exclusively by Section 7.6(a)).
Post-Closing Record Retention and Access. From and after the Closing, Purchaser will provide the Sellers, their Affiliates and their respective authorized representatives with reasonable access (for the purpose of examining and copying), during normal business hours, to any books and records and other materials in the possession of Purchaser relating to periods prior to the Closing Date in connection with any tax, financial, legal or accounting purposes, whether or not relating to or arising out of this Agreement or the transactions contemplated hereby, compliance with the rules and regulations of the Securities and Exchange Commission or any other Governmental Authority. Purchaser will, for a period of seven (7) years following the Closing Date, retain books and records or other materials (or copies thereof) related to the Purchased Assets in its possession in accordance with its document retention policies and as required by applicable Law.
Post-Closing Record Retention and Access. (a) For a period of six years after the Closing Date, Buyer will preserve and retain, and cause the Company Entities to preserve and retain, and maintain in an accessible form, all corporate, accounting, Tax, legal, auditing and other books and records of the Company Entities relating to the conduct of the business and operations of the Company Entities prior to the Closing Date in a manner consistent with Buyer’s ordinary course records retention practices.
Post-Closing Record Retention and Access. For seven (7) years after the Closing, Parent shall provide the Representative and its authorized representatives with reasonable access (for the purpose of examining and copying), during normal business hours, to any books and records and other materials in the possession of the Company or its Subsidiaries relating to periods or occurrences prior to or on the Closing Date, in each case, to the extent such access is required for the preparation of Tax Returns, amended Tax Returns or claims for Tax refund (and any materials necessary for the preparation of any of the foregoing), the preparation of financial statements required to be prepared in the ordinary course of business for the Representative and its Affiliates including for periods ending on or prior to the Closing Date, and the management and handling of any Action where Parent and its Affiliates are not (and would not reasonably be expected to be) an adverse party, or compliance with the rules and regulations of the Internal Revenue Service, the Securities and Exchange Commission or any other Governmental Authority. Parent’s obligations with respect to such books and records shall include maintaining computer systems permitting access to any such books and records which are stored in electronic form in a fashion which may be similar to the manner Parent retains its own books and records. For seven (7) years after the Closing, to the extent the Representative and its Affiliates retains any information regarding the Company and its Subsidiaries (and which information is not in the possession of the Company and its Subsidiary) and such information is reasonably expected to be required in connection with any Action to which the Company and its Subsidiaries are a party (and where no Company Stockholder is or is reasonably expected to be an adverse party), the Representative shall reasonably cooperate with Parent to provide such information as is required in connection with such Action.
