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

Retention of Business Records and Post-Closing Access. (a) Each Party will comply with legal and regulatory obligations in relation to the retention of Business Records that are applicable to that Party and it is agreed that they and their Affiliates shall be permitted to retain copies of any Business Records transferred to the other (or its designees) to the extent required under applicable Law or the document retention policies and procedures of the relevant Party in effect as of the date hereof. (b) For a period of three (3) years from and after the Relevant Closing, Buyer shall, and shall cause its Affiliates (including the Transferred Entities) (and Permitted Designees and their respective Affiliates) to (i) give Sellers and their Representatives reasonable access to the offices, properties and all Transferred Business Records and all Business Records of the Transferred Entities related to the conduct of the Businesses and, if applicable, the Retained Businesses, on or before the Relevant Closing Date in the possession of Buyer and its Subsidiaries (including the Transferred Entities) (or Permitted Designees and their respective Affiliates) during normal business hours and upon reasonable prior notice, (ii) furnish to Sellers and their Representatives copies of such records at Sellers’ expense, and (iii) cause the Representatives of Buyer and its Subsidiaries (including the Transferred Entities) (and of Permitted Designees and their respective Affiliates) to cooperate with Sellers and their Representatives, in each case, to the extent reasonably requested by Sellers in connection with accounting, Tax, legal defense and other similar needs. For a period of three (3) years from and after the Relevant Closing, Sapphire shall, and shall cause the Retained Entities, to (A) give Buyer and its Representatives reasonable access to the offices, properties and Business Records of the Retained Entities to the extent relating to the conduct of the Businesses on or before the Relevant Closing Date during normal business hours and upon reasonable prior notice, (B) furnish to Buyer and its Representatives such financial and operating data and other information in possession of the Retained Entity to the extent relating to the conduct of the Businesses on or before the Relevant Closing Date and (C) cause the employees, counsel, auditors and other Representatives of the Retained Entities to cooperate with Buyer and its Representatives, in each case, to the extent relating to the Business and reasonably requested by Buyer in connection with accounting, Tax, legal defense and other similar needs. Any such access shall be granted in a manner reasonably calculated to minimize disruption to the Parties. Notwithstanding the foregoing, any Party may withhold such access to any document or information the disclosure of which would reasonably be expected to violate any material Contract or any Law or result in the waiver of any legal privilege or work-product privilege; provided, that, to the extent practicable and in accordance with such Contract or Law, and in a manner that does not result in the waiver of any such privilege, such Party shall make reasonable and appropriate substitute disclosure arrangements under circumstances in which these restrictions apply; provided, further, that nothing in this Section 5.11(b) shall limit in any respect any rights any Party may have with respect to discovery or the production of documents or other information in connection with any litigation.

Retention of Business Records and Post-Closing Access. (a) Each Party will comply with legal After the Closing, Buyer agrees to, or shall cause one or more of its Subsidiaries to, hold at least one copy of all of the Transferred Books and regulatory obligations in relation Records and all other Business Records relating to the retention conduct of Business Records that are applicable the Business, the Transferred Assets, the Assumed Liabilities, the Transferred Entities or the JV Entities on or before the Closing Date in their respective possession and not to that Party and it is agreed that they and their Affiliates shall destroy or dispose of such copy for a period of seven (7) years from the Closing Date or such longer time as may be permitted to retain copies of any Business Records transferred to the other (or its designees) to the extent required under by applicable Law or the document retention policies Order, and procedures if thereafter Buyer or any of its Subsidiaries proposes to destroy or dispose of such copy, Buyer shall offer first in writing at least thirty (30) days prior to such proposed destruction or disposition to surrender all or any portion of such Transferred Books and Records or Business Records to Seller. Subject to Section 5.15, Seller and its Subsidiaries may retain a copy of any or all of the relevant Party Transferred Books and Records and the Business Records and any other materials included in effect as any electronic data room or that are otherwise in the possession or under the control of Seller or its Subsidiaries relating to the conduct of the date hereofBusiness, the Transferred Assets, the Assumed Liabilities, the Transferred Entities or the JV Entities on or before the Closing Date. (b) For a period of three (3) years from From and after the Relevant Closing, subject to Section 5.15, Buyer shall, and shall cause its Affiliates (Subsidiaries, including the Transferred Entities and the JV Entities) (and Permitted Designees and their respective Affiliates) , to (i) give Sellers and their Representatives reasonable access to the offices, properties and all Transferred Business Records and all Business Records of the Transferred Entities related to the conduct of the Businesses and, if applicable, the Retained Businesses, on or before the Relevant Closing Date in the possession of Buyer and its Subsidiaries (including the Transferred Entities) (or Permitted Designees and their respective Affiliates) during normal business hours and upon reasonable prior notice, (ii) furnish to Sellers and their Representatives copies of such records at Sellers’ expense, and (iii) cause the Representatives of Buyer and its Subsidiaries (including the Transferred Entities) (and of Permitted Designees and their respective Affiliates) to cooperate with Sellers and their Representatives, in each case, to the extent reasonably requested by Sellers in connection with accounting, Tax, legal defense and other similar needs. For a period of three (3) years from and after the Relevant Closing, Sapphire shall, and shall cause the Retained Entities, to (A) give Buyer Seller and its Representatives reasonable access to the offices, properties and Business Records of Buyer and its Subsidiaries, including the Retained Transferred Entities to and the extent JV Entities, relating to the conduct of the Businesses Business, the Transferred Assets, the Assumed Liabilities, the Transferred Entities and the JV Entities on or before the Relevant Closing Date during normal business hours and upon reasonable prior noticeDate, (B) furnish to Buyer and its Representatives such financial and operating data and other information in possession of the Retained Entity to the extent relating to the conduct of the Businesses on or before the Relevant Closing Date and (Cii) cause the employees, counsel, auditors and other Representatives of Buyer and its Subsidiaries, including the Retained Transferred Entities and the JV Entities, to cooperate with Buyer Seller and its Representatives, in each case, during normal business hours and upon reasonable prior notice to the extent relating to the Business and reasonably requested by Seller (A) to comply with reporting, disclosure, filing or other requirements imposed on Seller or any of its Subsidiaries (including under applicable securities Laws) by any Governmental Authority, (B) to carry out its human resources functions or to establish, assume or administer its Employee Plans or payroll functions, (C) to prepare its financial statements or Tax Returns, or in order to satisfy audit, accounting or other similar requirements, (D) to defend any Action (excluding any Action against Buyer or any of its Subsidiaries), or (E) in connection with accounting, Tax, legal defense and other similar legitimate business needs. Any such access shall be granted in a manner reasonably calculated to minimize disruption to the Parties. Notwithstanding the foregoing, any Party such access shall be granted upon reasonable advance notice, during normal business hours and in a manner as not to unreasonably interfere with the conduct of the business of Buyer or any of its Subsidiaries. All rights and obligations set forth in this Section 5.14(b) are qualified by the limits of Buyer’s and its Subsidiaries’ rights to exercise control over each JV Entity following the Closing. (c) Without limiting the generality of the foregoing, Buyer shall use its commercially reasonable efforts, to cooperate with Seller’s reasonable information requests to enable (i) Seller to meet its timetable for dissemination of its earnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting, and (ii) Seller’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to Seller, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof. (d) Notwithstanding the foregoing, Buyer may withhold such any access required by this Section 5.14, to any document or information the disclosure extent necessary to avoid the violation of Law to which would reasonably be expected to violate any material Contract it or any Law of its Subsidiaries is subject or result in the waiver of any legal privilege or work-product privilegePrivilege; provided, that, that to the extent practicable and in accordance with such Contract or Law, and in a manner that does not result in the waiver of any such privilegePrivilege, such Party Buyer shall make reasonable and appropriate substitute disclosure arrangements under circumstances in which these restrictions apply; provided, further, that nothing in this Section 5.11(b) 5.14 shall limit in any respect any rights any Party may have with respect to discovery or the production of documents or other information in connection with any litigation. (e) Notwithstanding the foregoing, the provisions of ARTICLE VI shall govern with respect to Tax-related matters to the extent any provision in ARTICLE VI is in conflict with Section 5.13(a) or Section 5.13(b).

Retention of Business Records and Post-Closing Access. (a) Each Party will comply with legal and regulatory obligations in relation to After the retention of Business Records that are applicable to that Party and it is agreed that they and their Affiliates shall be permitted to retain copies of any Business Records transferred to the other (or its designees) to the extent required under applicable Law or the document retention policies and procedures of the relevant Party in effect as of the date hereof. (b) For a period of three (3) years from and after the Relevant Closing, Buyer shallSeller agrees to hold, and shall or cause its Affiliates (including the Transferred Entities) (and Permitted Designees and their respective Affiliates) to (i) give Sellers and their Representatives reasonable access to the offices, properties and all Transferred Business Records and all Business Records of the Transferred Entities related to the conduct of the Businesses and, if applicable, the Retained Businesses, on or before the Relevant Closing Date in the possession of Buyer and its Subsidiaries (including the Transferred Entities) (or Permitted Designees and their respective Affiliates) during normal business hours and upon reasonable prior notice, (ii) furnish to Sellers and their Representatives copies of such records at Sellers’ expense, and (iii) cause the Representatives of Buyer and its Subsidiaries (including the Transferred Entities) (and of Permitted Designees and their respective Affiliates) to cooperate with Sellers and their Representativeshold, in each caseaccessible form, to the extent reasonably requested by Sellers in connection with all corporate, accounting, Taxlegal, legal defense auditing or other books and other similar needs. For a period of three (3) years from and after the Relevant Closing, Sapphire shall, and shall cause the Retained Entities, to (A) give Buyer and its Representatives reasonable access to the offices, properties and Business Records of the Retained Entities to the extent records relating to the conduct of the Businesses on Business, the Acquired Assets, the OpCo Assumed Liabilities, the Acquired Interests, the OpCo Acquired Companies or before the Relevant PropCo Acquired Companies prior to the Closing Date during normal business hours in its possession (the “Retained Books and upon Records”) and not to destroy or dispose of such copies for a period of five (5) years from the Closing Date or such longer time as may be required by applicable Law or Order, and, at Purchaser’s written request, allow such Purchaser to take possession (at such Purchaser’s sole cost and expense) of such Retained Books and Records prior to destroying or disposing any such Retained Books and Records. For a period of five (5) years after the Closing, Seller agrees to (A) afford each Purchaser and a reasonable prior notice, number of its Representatives with access to the Retained Books and Records and (B) furnish to Buyer and its Representatives such financial and operating data and other information in possession of the Retained Entity to the extent relating to the conduct of the Businesses on or before the Relevant Closing Date and (C) cause the employees, counsel, auditors and other Representatives of the Retained Entities Seller and its Affiliates to cooperate with Buyer the Purchasers and its their respective Representatives, in each case, at such Purchaser’s cost, during normal business hours and upon reasonable prior notice, to the extent relating to the Business and reasonably requested a Purchaser (I) to comply with reporting, disclosure or other requirements imposed on such Purchaser or any of its Affiliates (including under applicable securities Laws) or by Buyer any Governmental Authority, (II) to prepare such Purchaser’s financial statements or Tax Returns, or in order to satisfy audit, accounting or other similar requirements, (III) to defend any Action or (IV) in connection with accountingsimilar legitimate business needs provided, Tax, legal defense and other similar needs. Any such access that in no event shall be granted in this Section 26(d) require Seller to provide a manner reasonably calculated to minimize disruption to the Parties. Notwithstanding the foregoing, Purchaser or any Party may withhold such of its Representatives with access to any document document, communication or information (x) that Seller believes in good faith to be covered by any attorney-client work product or similar privilege or the subject of a confidentiality agreement or (y) the disclosure of which would reasonably be expected is prohibited by applicable Law; provided that, in the case of the foregoing clauses (x) and (y), Seller shall, and shall cause its Affiliates to, use reasonable best efforts to find a suitable alternative to disclose information in such a way that such disclosure does not cause the loss or waiver of such privilege or violate any material Contract or any Law or result in the waiver of any legal privilege or work-product privilege; provided, that, to the extent practicable and in accordance with such Contract confidentiality obligations or Law, and in a manner that does not result in the waiver of any such privilege, such Party shall make reasonable and appropriate substitute disclosure arrangements under circumstances in which these restrictions apply; provided, further, that nothing in this Section 5.11(b) shall limit in any respect any rights any Party may have with respect to discovery or the production of documents or other information in connection with any litigationas applicable.

Retention of Business Records and Post-Closing Access. (a) Each Party After the Closing, Seller and Buyer agree to, and Buyer will comply with legal and regulatory obligations in relation cause the DVU Transferred Entities to, hold at least one copy of all Business Records relating to the retention conduct of the University or the DVU Transferred Entities on or before the Closing Date and not to destroy or dispose of such copy for a period of seven years from the Closing Date or such longer time as may be required by applicable Law, Educational Law, or enforceable Material Contract, and if thereafter Buyer proposes to destroy or dispose of such copy, Buyer will offer first in writing (with email being sufficient) at least 90 days prior to such proposed destruction or disposition to surrender all or any portion of such Business Records to Seller at Seller’s sole cost and expense. Subject to the confidentiality obligations set forth herein, Seller and the Non-DVU Subsidiaries may retain a copy of any or all of the Business Records and any other materials included in any electronic data room or that are applicable to that Party and it is agreed that they and their Affiliates shall be permitted to retain copies otherwise in the possession or under the control of any Business Records transferred Seller or the Non-DVU Subsidiaries relating to the other (or its designees) to conduct of the extent required under applicable Law University or the document retention policies and procedures of DVU Transferred Entities on or before the relevant Party in effect as of the date hereofClosing Date. (b) For a period of three (3) years from From and after the Relevant Closing, except in connection with the enforcement by Buyer shall, and shall cause or any of its Affiliates (including including, following the Closing, the DVU Transferred Entities) (of any right or remedy relating to this Agreement or any of the other Transaction Documents or the transactions contemplated hereby or thereby as prohibited by applicable Law or Educational Law, Buyer will, and Permitted Designees and their respective Affiliates) will cause its Subsidiaries, including the DVU Transferred Entities, to (i) give Sellers Seller and their its Representatives reasonable access to the offices, properties and all Transferred Business Records and all Business Records of Buyer and its Subsidiaries, including the DVU Transferred Entities related Entities, relating to the conduct of the Businesses and, if applicable, University and the Retained Businesses, DVU Transferred Entities on or before the Relevant Closing Date in the possession of Buyer and its Subsidiaries (including the Transferred Entities) (or Permitted Designees and their respective Affiliates) during normal business hours and upon reasonable prior notice, (ii) furnish to Sellers Seller and their its Representatives copies such financial and operating data and other information relating to the conduct of such records at Sellers’ expense, the University and the DVU Transferred Entities on or before the Closing Date and (iii) use commercially reasonable efforts to cause the Representatives employees of Buyer the DVU Transferred Entities to reasonably cooperate with Seller and its Subsidiaries (including the Transferred Entities) (and of Permitted Designees and their respective Affiliates) to cooperate with Sellers and their Representativesrepresentatives, in each case, to the extent reasonably requested by Sellers Seller in connection with accounting, Tax, legal defense Tax and other similar needsneeds at Seller’s sole cost and expense. For a period of three (3) years from From and after the Relevant Closing, Sapphire shallSeller will, and shall will cause the Retained EntitiesNon-DVU Subsidiaries, to (A) give Buyer and its Representatives reasonable access to the offices, properties and Business Records of Seller and the Retained Entities to the extent Non-DVU Subsidiaries relating to the conduct of the Businesses University on or before the Relevant Closing Date during normal business hours and upon reasonable prior notice, and (B) furnish to Buyer and its Representatives such financial and operating data and other information in possession of the Retained Entity to the extent relating to the conduct of the Businesses University on or before the Relevant Closing Date and cause the employees of the DVU Transferred Entities to reasonably cooperate with Seller and its Representatives, and (C) use commercially reasonable efforts to cause the employees, counsel, auditors and other Representatives employees of the Retained DVU Transferred Entities to reasonably cooperate with Buyer Seller and its Representatives, in each case, to the extent relating to the Business and reasonably requested by Buyer in connection with accounting, Tax, legal defense and other similar needs. Any such access shall will be granted in a manner reasonably calculated as not to minimize disruption to unreasonably interfere with the Partiesconduct of the business of the Party granting such access. Notwithstanding the foregoing, any either Party may withhold such access access, as and to the extent necessary to avoid contravention or waiver, as to any document or information the disclosure of which would could reasonably be expected to violate any material Contract Contract, or any Law or Educational Law, or result in the waiver of any legal privilege or work-product privilege; provided, that, to the extent practicable and in accordance with such Contract or Law or Educational Law, and in a manner that does not result in of the waiver of any such privilege, such Party shall will make reasonable and appropriate substitute disclosure arrangements under circumstances in which these restrictions apply; provided, further, that nothing in this Section 5.11(b5.12(b) shall will limit in any respect any rights any Party may have with respect to discovery or the production of documents or other information in connection with any litigation. (c) Notwithstanding the foregoing, the provisions of Article VI will govern with respect to Tax-related matters to the extent any provision in Article VI is in conflict with (a) or Section 5.12(b).