Common use of Post-Closing Record Retention and Access Clause in Contracts

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 the Sellers’ Representative Seller and their respective its authorized Representatives representatives with reasonable access (for the purpose of examining and copying), during normal business hours and upon reasonable advance noticehours, to any books and records and other materials in the possession of the Company in connection with any matter relating to or arising out of this Agreement or the transactions contemplated hereby, or relating to periods or occurrences prior to or on the Closing DateDate (including the preparation of Tax Returns, to verify any item or information relevant pursuant to this Agreement, amended Tax Returns or claims for refund (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 comply which indemnification may be sought hereunder), or compliance with the rules and regulations of the IRSInternal Revenue Service, 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’ RepresentativeSeller, Buyer shall notnot and shall cause the Company and its Subsidiaries not to, for a period of five (5) years (or seven (7) years in respect of Tax-related matters) 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 DateCompany and its Subsidiaries, or any portions thereof, relating to periods prior to the Closing Date without first offering to surrender to the Sellers’ Representative Seller such books and records and materials or such portions thereof thereof. Notwithstanding the foregoing, Buyer shall be entitled to require any Person (at other than Seller) requesting any such information to execute a customary confidentiality agreement with respect thereto prior to the Sellers’ Representative’s sole cost and expense)provision thereof.

Post-Closing Record Retention and Access. From and after the Closing, Buyer shall provide the Sellers’ Representative Sellers and their respective authorized Representatives with reasonable access (for the purpose of examining and copying), during normal business hours and upon reasonable advance noticehours, to any books and records and other materials relating to periods prior to the Closing Date in connection with general purposes, whether or not relating to or arising out of this Agreement or the transactions contemplated hereby (including, with respect to taxable periods (or portions thereof) ending on or prior to the Closing Date, 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 IRSInternal Revenue Service, the Securities and Exchange Commission or any other Governmental Authority; provided. Buyer’s obligations with respect to such books and records shall include maintaining, howeverfor a period of at least seven (7) years following the Closing Date, that nothing herein shall require Buyer computer systems permitting reasonable access to disclose any information to Sellers’ Representative such books 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, records which are adverse parties stored in electronic form in a litigation and such information fashion which is reasonably pertinent thereto; provided, that, (x) in the case of clause (a) or (b), Buyer shall use reasonable best efforts to provide such not materially less efficient than current 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)methods. 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 DateCompanies, 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 thereof. Notwithstanding anything to the Sellers’ Representative’s sole cost contrary in this Agreement, Buyer and expense)each of the Target Companies shall not be required to disclose any information to the Sellers or their authorized Representatives if such disclosure would contravene any Laws or binding judgments or orders of any Governmental Authority.

Post-Closing Record Retention and Access. From For a period of six (6) years from and after the Closing, Buyer shall provide the Sellers’ Representative Sellers and their respective authorized Representatives (at each such Seller’s sole cost and expense) with reasonable access (for the purpose of examining and copying), during normal business hours and upon reasonable advance noticehours, to any books and records and other materials of or concerning the Companies and relating to periods prior to the Closing Dateto the extent reasonably required by a Seller for regulatory, financial statements tax and accounting requirements (including for periods ending on purposes of the preparation of Tax Returns, amended Tax Returns or prior to claims for refunds (and any materials necessary for the Closing Datepreparation of any of the foregoing) and financial statements, and the management and handling of any Action, or and to comply with the rules and regulations of the IRS, the Securities and Exchange Commission IRS or any other Governmental Authority); provided, howeverthat Buyer does not reasonably believe that such books and records (i) are subject to an attorney-client or other legal privilege that would be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, further, that nothing herein Buyer shall require Buyer to disclose any information to promptly notify the Sellers’ Representative and its authorized Representatives in writing if such disclosure would (a) jeopardize any attorney-clientinformation is withheld, work product privilege or other legal privilege, (b) contravene any applicable Law or (c) if Sellers or their Affiliates, on including 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 general nature of such information is reasonably pertinent thereto; providedand the reason for it being withheld and, that, (x) in to the case of clause (a) or (b)extent applicable, Buyer shall use commercially 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 permitted under applicable Law to enter into a mutually acceptable arrangement with the applicable Seller or otherwise to allow such Seller the ability to access is provided to Sellers’ Representative notwithstanding the provisos in clauses such information (a) e.g., whether through redacted documentation, “clean-team” 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 providedotherwise). Unless otherwise consented to in writing by the Sellers’ Representative, Buyer shall not, and shall not permit the Companies or its other Affiliates to, for a period of seven six (76) years following the Closing Date, destroy, alter or otherwise dispose of any material books and records and other material materials of the Target Companies or their Subsidiaries existing on the Closing DateCompanies, 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 Parent shall provide the Sellers’ Representative Securityholders and their respective authorized Representatives with reasonable access (for the purpose of examining and copying), during normal business hours and upon reasonable advance noticehours, to any books and records and other materials relating to periods prior to the Closing Date in connection with general purposes, whether or not relating to or arising out of this Agreement or the transactions contemplated hereby (including , with respect to taxable periods (or portions thereof) ending on or prior to the Closing Date, 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 IRSInternal Revenue Service, the Securities and Exchange Commission or any other Governmental Authority; provided. Parent’s obligations with respect to such books and records shall include maintaining, howeverfor a period of at least seven (7) years following the Closing Date, that nothing herein shall require Buyer computer systems permitting reasonable access to disclose any information to Sellers’ Representative such books 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, records which are adverse parties stored in electronic form in a litigation and such information fashion which is reasonably pertinent thereto; provided, that, (x) in the case of clause (a) or (b), Buyer shall use reasonable best efforts to provide such not materially less efficient than current 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)methods. Unless otherwise consented to in writing by the Sellers’ Representative, Buyer Parent shall notnot permit, for a period of seven (7) years following the Closing Date, destroythe destruction, alter alteration or otherwise dispose other disposition of any books and records and other materials of the Target Companies or their Subsidiaries existing on the Closing DateCompanies, 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 thereof. Notwithstanding anything to the Sellers’ Representative’s sole cost and expense)contrary in this Agreement, neither Parent nor any Target Company shall be required to disclose any information to the Securityholders or their authorized Representatives if such disclosure would contravene any Laws or binding judgments or orders of any Governmental Authority.