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 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. From and For a period of seven (7) years after the ClosingClosing Date, Buyer Purchaser shall provide Seller the Sellers’ Representative and its authorized representatives with reasonable access (for the purpose of examining and copying, at their own expense), during normal business hours and in a manner so as not to unreasonably interfere with the normal business operations of the Target Companiesupon reasonable advance notice, to any books and records and other materials in the possession of XX Xxxxxxx or any of the Target Companies APN Entities relating to periods prior to the Closing Date reasonably requested for solely in connection with any Action relating to this Agreement, the other agreements contemplated hereby and the transactions contemplated hereby or thereby, 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)Actions, 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 hereunderagainst any third party other than Purchaser and/or its Affiliates (and any materials necessary for the preparation of any of the foregoing), 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 writing by Sellerthe Sellers’ Representative, Buyer Purchaser shall not not, and shall cause each of XX Xxxxxxx and the Target Companies APN 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 XX Xxxxxxx or any of the Target CompaniesAPN Entities, or any portions thereof, relating to periods prior to 50 the Closing Date without first offering to surrender to Seller the Sellers’ Representative such books and records and materials or such portions thereof.

Post-Closing Record Retention and Access. From and after the Closing, Buyer Parent shall provide Seller the Representative 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 hours, at the normal business operations of the Target CompaniesRepresentative’s expense, to any books and records and other materials in the possession of the Target Acquired Companies relating to periods prior to the Closing Date reasonably requested for in connection with 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. BuyerParent’s obligations with respect to such books and records shall include maintaining, for at least the retention period specified in this Section 6.097.09, 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 writing by Sellerthe Company, Buyer Parent shall not and shall cause each of the Target Acquired Companies not to, for a period of seven three (73) years following the Closing Date, destroy, alter or otherwise dispose of any books and records and other materials of the Target Acquired Companies, or any portions thereof, relating to periods prior to 50 the Closing Date without first offering to surrender to Seller the Representative such books and records and materials or such portions thereof.

Post-Closing Record Retention and Access. From and after the Closing, Buyer Parent shall provide Seller the Representative 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 Companieshours, upon reasonable advanced notice, to any books and records and other materials in the possession of the Target Companies Company or its Subsidiaries 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 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), including 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), or 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. BuyerParent’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 writing by Sellerthe Representative, Buyer Parent shall not and shall cause each of the Target Companies Company and its Subsidiaries 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 CompaniesCompany and its Subsidiaries, or any portions thereof, relating to periods prior to 50 the Closing Date without first offering to surrender to Seller the Representative such books and records and materials or such portions thereof.

Post-Closing Record Retention and Access. From and after For a period of one year following the ClosingClosing Date, Buyer Parent shall provide Seller the Stockholder Representative and its authorized representatives 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 Companieshours, to any books and records and other materials in the possession of the Target Companies Surviving Corporation and its Subsidiaries in connection with any matter relating to or arising out of this Agreement or the Transactions or relating to periods or occurrences prior to or on the Closing Date reasonably requested for (including the preparation of Tax Returns), to verify any item or information relevant pursuant to this Agreement, 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 but not with respect 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. BuyerParent’s obligations with respect to such books and records shall include maintaining, for at least the retention period specified in this Section 6.096.15, 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 methodsform. Unless otherwise consented to in Writing writing by Sellerthe Stockholder Representative, Buyer Parent shall not and shall cause each of the Target Companies Surviving Corporation and its Subsidiaries not to, for a period of seven (7) years one year following the Closing Date, destroy, alter or otherwise dispose of any books and records and other materials of the Target CompaniesSurviving Corporation and its Subsidiaries, or any portions thereof, relating to periods prior to 50 the Closing Date without first offering to surrender to Seller the Stockholder Representative (at the Stockholder Representative’s sole cost and expense) such books and records and materials or such portions thereof.