Common use of Reasonable Access to Records and Certain Personnel Clause in Contracts

Reasonable Access to Records and Certain Personnel. For a period of one (1) year following the Closing, (i) the Purchaser shall permit Sellers’ counsel and other professionals and counsel for any successor to Sellers and their respective professionals (collectively, “Permitted Access Parties”) reasonable access to the financial and other books and records relating to the Purchased Assets or the Business, which access shall include the right of such Permitted Access Parties to copy, at such Permitted Access Parties’ expense, such documents and records as they may request to the extent necessary to permit Sellers to determine any matter relating to its rights and obligations hereunder or to any period ending on or before the Closing Date (for example, for purposes of any Tax or accounting audit or any claim or litigation matter, but not for any dispute or claim between Purchaser and Seller in connection with this Agreement, the related Documents or otherwise), for periods prior to the Closing and shall preserve such books and records until the later of (a) such period as shall be consistent with Purchaser’s records retention policy in effect from time to time, (b) the retention period required by applicable Law, (c) the conclusion of all bankruptcy proceedings relating to the Chapter 11 Cases or (d) in the case of books and records relating to Taxes, the expiration of the statute of limitations applicable to such Taxes, and (ii) upon 3 Business Days advance written notice to Purchaser, Purchaser shall provide the Permitted Access Parties (at no cost to the Permitted Access Parties) with reasonable access during regular business hours to complete their post-Closing activities (including, without limitation, preparation of Tax Returns), provided that such access does not unreasonably interfere with the Purchaser’s business operations.

Reasonable Access to Records and Certain Personnel. For In order to facilitate Seller’s efforts to (i) administer and close the Bankruptcy Case, and (ii) prepare tax returns (together, the “Post-Close Filings”), for a period of one two (12) year years following the Closing, (i) the Purchaser shall permit Sellers’ Seller and Seller’s counsel and other professionals and counsel for any successor to Sellers and their respective professionals accountants (collectively, “Permitted Access Parties”) during regular business hours, with reasonable advance written notice, and subject to reasonable rules and regulations, reasonable access to the financial and other books and records relating to which comprised part of the Purchased Assets or that are required to complete the BusinessPost- Close Filings, which access shall include (x) the right of such Permitted Access Parties to copy, at such Permitted Access Parties’ expense, such required documents and records and (y) the Purchaser’s copying and delivering to the relevant Permitted Access Parties such documents or records as they may request require, but only to the extent necessary such Permitted Access Parties furnish Purchaser with reasonably detailed written descriptions of the materials to permit Sellers be so copied and applicable Permitted Access Party reimburses Purchaser for the costs and expenses thereof; provided, however, that the foregoing rights of access shall not be exercised in such a manner as to determine any matter relating to its rights and obligations hereunder or to any period ending on or before interfere with the Closing Date (for example, for purposes normal operations of any Tax or accounting audit or any claim or litigation matter, but not for any dispute or claim between Purchaser and Seller in connection with this Agreement, the related Documents or otherwise), for periods prior to the Closing and shall preserve such books and records until the later of (a) such period as shall be consistent with Purchaser’s records retention policy in effect from time to timebusiness; and provided, (b) the retention period required by applicable Law, (c) the conclusion of all bankruptcy proceedings relating to the Chapter 11 Cases or (d) in the case of books and records relating to Taxes, the expiration of the statute of limitations applicable to such Taxes, and (ii) upon 3 Business Days advance written notice Seller shall deliver to Purchaser, together with said written notice required pursuant to this Section, an estimate of the amount of time required for such access, and provided, further, that if Purchaser spends in excess of five (5) hours per week for a period of six (6) months from Closing responding to Seller’s request, Seller shall provide pay to Purchaser an amount equal to $75 per hour for each hour thereover. In the Permitted Access Parties (at no cost event the delivery of any such requested documents or records requires the assistance of Xxxxxxxxx’s counsel, Seller shall reimburse Purchaser for all reasonable attorneys’ fees and costs associated therewith. Notwithstanding anything to the Permitted Access Parties) with reasonable contrary set forth in this Section 8.7, no access during regular business hours to, or examination of, any information or other investigation shall be permitted to complete their postthe extent that it would require disclosure of information subject to attorney-Closing activities (including, without limitation, preparation of Tax Returns), provided that such access does not unreasonably interfere with the Purchaser’s business operationsclient or other privilege.

Reasonable Access to Records and Certain Personnel. For To facilitate Seller’s efforts to administer and close the Bankruptcy Case (including, without limitation, the preparation of filings in the Bankruptcy Case and state, local and federal Tax Returns and other filings), for a period of one three (13) year years following the Closing, (i) the Purchaser Buyer shall permit Sellers’ counsel and other professionals and counsel for any successor to Sellers and their respective professionals (collectively, “Permitted Access Parties”) reasonable access upon reasonable notice to the financial and other books and records relating exclusively to the Purchased Assets or the BusinessBusiness and the systems containing such information, books and records, which access shall include (a) the right of such Permitted Access Parties to copycopy or remove, as applicable, at such Permitted Access Parties’ expense, such documents and records as they may request in furtherance of the purposes described above or (b) Buyer’s copying and delivering to the relevant Permitted Access Parties such documents or records as they may request, but only to the extent necessary to permit Sellers to determine any matter relating to its rights and obligations hereunder or to any period ending on or before the Closing Date (for example, for purposes of any Tax or accounting audit or any claim or litigation matter, but not for any dispute or claim between Purchaser and Seller in connection such Permitted Access Parties furnish Buyer with this Agreement, the related Documents or otherwise), for periods prior to the Closing and shall preserve such books and records until the later of (a) such period as shall be consistent with Purchaser’s records retention policy in effect from time to time, (b) the retention period required by applicable Law, (c) the conclusion of all bankruptcy proceedings relating to the Chapter 11 Cases or (d) in the case of books and records relating to Taxes, the expiration reasonably detailed written descriptions of the statute of limitations materials to be so copied and the applicable to such TaxesPermitted Access Party reimburses Buyer for the reasonable costs and expenses thereof, and (ii) upon 3 Business Days advance written notice to Purchaser, Purchaser Buyer shall provide the Permitted Access Parties (at no cost to the Permitted Access Parties) with reasonable access upon reasonable notice to Buyer’s personnel during regular business hours to complete assist Sellers and the other Permitted Access Parties in their post-Closing activities (including, without limitation, preparation of Tax Returns), provided that such access does not unreasonably interfere with the PurchaserBuyer’s business operations. Buyer shall be permitted, as a condition to granting any Permitted Access Party the access to the information afforded by this Section 13.1, to require any Permitted Access Party to execute and deliver to Buyer a confidentiality agreement in form and substance satisfactory to Buyer if any such Permitted Access Party would, as a result of the foregoing rights, have access to confidential information relating to Buyer’s business.

Reasonable Access to Records and Certain Personnel. For a period Following consummation of one (1) year following the Closing, (i) the so long as such access does not unreasonably interfere with Purchaser's business operations, Purchaser shall permit Sellers’ ' counsel and other professionals and counsel for any successor to employed in the Chapter 11 Cases or otherwise retained by Sellers and their respective professionals (collectively, “Permitted Access Parties”) reasonable access to the financial and other books and records relating to the Purchased Acquired Assets or the BusinessBusiness (whether in documentary or data form) for the purposes of facilitating the continuing administration of the Chapter 11 Cases, preparing Tax Returns or responding to Tax related inquiries, and other such administrative activities, which access shall include the right of such Permitted Access Parties professionals to copy, at such Permitted Access Parties’ the Sellers' expense, such documents and records as they may request in furtherance of the purposes described above, subject in all respects to the provisions of Section 6.2 hereof. If Purchaser moves any such documents or records from their present location, Sellers have the right to require Purchaser to copy and deliver to Sellers or their professionals such documents and records as they may request, but only to the extent necessary to permit Sellers to determine any matter relating to its rights and obligations hereunder or to any period ending on or before the Closing Date (for example, for purposes of any Tax or accounting audit or any claim or litigation matter, but not for any dispute or claim between such professional (i) furnish Purchaser and Seller in connection with this Agreement, the related Documents or otherwise), for periods prior to the Closing and shall preserve such books and records until the later of (a) such period as shall be consistent with Purchaser’s records retention policy in effect from time to time, (b) the retention period required by applicable Law, (c) the conclusion of all bankruptcy proceedings relating to the Chapter 11 Cases or (d) in the case of books and records relating to Taxes, the expiration reasonably detailed written descriptions of the statute of limitations applicable materials to such Taxes, be so copied and (ii) upon 3 Business Days advance written notice Sellers reimburse Purchaser for the costs and expenses thereof. The parties acknowledge that Sellers shall have the right to retain any documents and records provided to them by Purchaser, subject in all respects to the provisions of Section 6.2 hereof. Following the Closing, Purchaser shall provide the Permitted Access Parties (at no cost to the Permitted Access Parties) Sellers and such of Sellers' professionals as Sellers shall have from time-to-time designated, with reasonable access to former management of the Business during regular business hours to complete their post-Closing activities (including, without limitation, preparation of Tax Returns)assist Sellers as set forth in this Section 7.3, provided again that such access does not unreasonably interfere with the Purchaser’s 's business operations. Purchaser shall not dispose of any such documents and records except as shall be consistent with applicable law; provided, further, Purchaser shall provide Sellers with reasonable advance notice prior to the disposal of any such documents or records, together with the opportunity for Sellers to preserve such documents or records at Sellers' cost. Except for the covenant set forth in Section 7.2 above (to the extent that it is fully performed by Purchaser concurrently with or prior to the Closing), all of Purchaser's covenants set forth in this Agreement shall survive the Closing.

Reasonable Access to Records and Certain Personnel. For In order to facilitate Sellers’ efforts to (a) administer and close the Bankruptcy Cases, and (b) prepare Tax Returns (together, the “Post-Close Filings”), for a period of one (1) year following the Closing, (i) the Purchaser shall permit Sellers and Sellers’ counsel and other professionals and counsel for any successor to Sellers and their respective professionals accountants (collectively, “Permitted Access Parties”) during regular business hours, with reasonable notice, and subject to reasonable rules and regulations, reasonable access to the financial and other books and records relating to which comprised part of the Purchased Assets or that are required to complete the BusinessPost-Close Filings, which access shall include (x) the right of such Permitted Access Parties to copy, at such Permitted Access Parties’ expense, such required documents and records and (y) Purchaser’s copying and delivering to the relevant Permitted Access Parties such documents or records as they may request require, but only to the extent necessary such Permitted Access Parties furnish Purchaser with reasonably detailed written descriptions of the materials to permit be so copies and applicable Permitted Access Party reimburses Purchaser for the costs and expenses thereof; provided, however, that the foregoing rights of access shall not be exercisable in such a manner as to interfere with the normal operations of Purchaser’s business. Notwithstanding anything contained in this Section 7.5 to the contrary, in no event shall Sellers to determine any matter relating to its rights and obligations hereunder or have access to any period ending information that, based on advice of Purchaser’s counsel, could (1) reasonably be expected to create liability under applicable law, or before waive any legal privilege, (2) result in the Closing Date (for example, for purposes discharge of any Tax or accounting audit Trade Secrets of Purchaser, its affiliates or any claim third parties or litigation matter, but not for (3) violate any dispute or claim between obligation of Purchaser and Seller in connection with this Agreement, the related Documents or otherwise), for periods prior respect to the Closing and confidentiality. Purchaser shall preserve such retain all books and records until the later of (a) such period as shall be consistent with Purchaser’s records retention policy in effect from time to time, (b) the retention period required by applicable Law, (c) the conclusion of all bankruptcy proceedings relating pertaining to the Chapter 11 Cases Purchased Assets for a period of at least two (2) years following the Closing Date. On or (d) in after the case end of books and records relating to Taxes, the expiration of the statute of limitations applicable to such Taxes, and (ii) upon 3 Business Days advance written notice to Purchaserperiod, Purchaser shall provide the Sellers and the Permitted Access Parties other with at least twenty-one (21) days prior written notice before destroying any such books and records, during which period the Sellers can elect to take possession, at no cost to the Permitted Access Parties) with reasonable access during regular business hours to complete their post-Closing activities (includingits own expense, without limitation, preparation of Tax Returns), provided that such access does not unreasonably interfere with the Purchaser’s business operationsbooks and records.

Reasonable Access to Records and Certain Personnel. For a period Following consummation of one (1) year following the Closing, (i) the so long as such access does not unreasonably interfere with Purchaser's business operations, Purchaser shall permit Sellers’ Seller's employees, agents, counsel and other professionals and counsel for any successor to Sellers and their respective professionals (collectivelyemployed in the Chapter 11 Case, “Permitted Access Parties”) or otherwise retained by Seller, reasonable access to the financial and other books and records relating to the Purchased Acquired Assets or the BusinessBusiness (whether in documentary or data form) for the purposes of facilitating the continuing administration of the Chapter 11 Case, preparing Tax Returns or responding to Tax related inquiries, and other such administrative activities, which access shall include the right of such Permitted Access Parties professionals to copy, at such Permitted Access Parties’ the Seller's expense, such documents and records as they it may request in furtherance of the purposes described above, subject in all respects to the extent necessary to permit Sellers to determine provisions of Section 6.2 hereof. Purchaser may, in its discretion, move any matter relating to its rights and obligations hereunder or to any period ending on or before all of the Closing Date (for example, for purposes of any Tax or accounting audit or any claim or litigation matter, but not for any dispute or claim between Purchaser and Seller in connection with this Agreement, the related Documents or otherwise), for periods prior to the Closing and shall preserve such books and records until the later of (a) such period as shall be consistent with Purchaser’s records retention policy in effect from time to time, (b) the retention period required by applicable Law, (c) the conclusion of all bankruptcy proceedings relating to the Chapter 11 Cases or (d) in the case of books and records relating to Taxesthe Acquired Assets and/or the Business to a location of its designation; provided, however, if Purchaser moves any such documents or records from their present location, Seller has the expiration right to require Purchaser to copy and deliver to Seller or its professionals such documents and records as they may request, but only to the extent Seller or any such professional (i) furnishes Purchaser with reasonably detailed written descriptions of the statute of limitations applicable materials to such Taxes, be so copied and (ii) upon 3 Business Days advance written notice Seller advances to Purchaser the costs and expenses thereof. The parties acknowledge that Seller shall have the right to retain any documents and records provided to it by Purchaser, subject in all respects to the provisions of Section 6.2 hereof. Following the Closing, Purchaser shall provide the Permitted Access Parties (at no cost to the Permitted Access Parties) Seller and such of Seller's professionals as Seller shall have from time-to-time designated, with reasonable access to former management of the Business during regular business hours to complete their post-Closing activities (including, without limitation, preparation of Tax Returns)assist Seller as set forth in this Section 7.4, provided again that such access does not unreasonably interfere with the Purchaser’s 's business operations. Purchaser shall not dispose of any such documents and records except as shall be consistent with applicable law; provided, further, Purchaser shall provide Seller with reasonable advance written notice prior to the disposal of any such documents or records, together with the opportunity for Seller to preserve such documents or records at Seller's cost. Except for the covenant set forth in Section 7.2 above (to the extent that it is fully performed by Purchaser concurrently with or prior to the Closing), all of Purchaser's covenants set forth in this Agreement shall survive the Closing.

Reasonable Access to Records and Certain Personnel. For a period Following -------------------------------------------------- consummation of one (1) year following the Closing, (i) so long as either of the Purchaser Chapter 11 Cases is pending and so long as such access does not unreasonably interfere with Purchasers' business operations, Purchasers shall permit Sellers’ ' counsel and any other professionals and counsel for any successor to Sellers and their respective professionals (collectively, “Permitted Access Parties”) employed in the Chapter 11 Cases reasonable access to the financial and other books and records relating to the Purchased Acquired Assets or the BusinessSellers' Business (whether in documentary or data form) for the purpose of the continuing administration of the Chapter 11 Cases (including, without limitation, the Sellers' pursuit of any Avoidance Action), which access shall include the right of such Permitted Access Parties professionals to copy, at such Permitted Access Parties’ the Sellers' expense, such documents and records as they may request in furtherance of the purposes described above. If Purchasers move any such documents or records out of Texas, Sellers have the right to require Purchasers to copy and deliver to Sellers or their professionals such documents and records as they may request, but only to the extent necessary to permit Sellers to determine any matter relating to its rights and obligations hereunder or to any period ending on or before the Closing Date (for example, for purposes of any Tax or accounting audit or any claim or litigation matter, but not for any dispute or claim between Purchaser and Seller in connection such professional (i) furnish Purchasers with this Agreement, the related Documents or otherwise), for periods prior to the Closing and shall preserve such books and records until the later of (a) such period as shall be consistent with Purchaser’s records retention policy in effect from time to time, (b) the retention period required by applicable Law, (c) the conclusion of all bankruptcy proceedings relating to the Chapter 11 Cases or (d) in the case of books and records relating to Taxes, the expiration reasonably detailed written descriptions of the statute of limitations applicable materials to such Taxes, be so copied and (ii) upon 3 Business Days advance written notice Sellers reimburse Purchasers for the costs and expenses thereof. The parties acknowledge that Sellers shall have the right to Purchaserretain any documents and records provided pursuant to this Section 6.7. Following consummation of the Closing, Purchaser Purchasers shall provide the Permitted Access Parties (at no cost to the Permitted Access Parties) Sellers and such professionals with reasonable access to Xxxxx Xxxxxx and Xxx Xxxxxxx during regular business hours to complete their post-Closing activities (including, without limitation, preparation assist in the continuing administration of Tax Returns)the Chapter 11 Cases, provided again that such access does not unreasonably interfere with the Purchaser’s Purchasers' business operations. Without otherwise limiting the generality of the foregoing, Purchasers shall only be obligated to permit access to books and records and to Messrs. Xxxxxx and Xxxxxxx to enable Sellers' counsel and other professionals described above to investigate matters relating to transactions, owed or occurred prior to the Closing. Except for the covenant set forth in Section 6.5 above (to the extent that it is fully performed by Purchasers concurrently with or prior to the Closing), all of Purchasers' covenants set forth in this Article VI shall survive the Closing.