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

Retention of Business Records and Post-Closing Access. (a) After the Closing, Purchaser agrees to, or shall cause Company to, hold at least one copy of all Business Records relating to the conduct of the Business on or before the Closing Date and not to destroy or dispose of such copy for a period of seven (7) years from the Closing Date or such longer time as may be required by applicable Law, and if thereafter Purchaser proposes to destroy or dispose of such copy, Purchaser shall offer first in writing at least thirty (30) calendar days prior to such proposed destruction or disposition to surrender all or any portion of such Business Records to Sellers. To the extent required for any Seller’s accounting, Tax and compliance purposes, such Seller and Seller’s Affiliates that are not Company 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 otherwise in the possession or under the control of such Seller or Seller’s Affiliates that are not Company relating to the conduct of the Business on or before the Closing Date; provided that any such Business Records will be held in accordance with Section 6.7(b). (b) From and after the Closing, Purchaser shall, and shall cause Company to, at Sellers’ expense, (i) give Sellers, their Affiliates and their respective Representatives reasonable access to the offices, properties and Business Records and other books and records of Company, relating to the conduct of the Business and Company, in each case on or before the Closing Date, during normal business hours and upon reasonable prior notice, (ii) furnish to Sellers, their Affiliates and their respective Representatives such financial and operating data and other information relating to the conduct of the Business and Company, in each case on or before the Closing Date, and (iii) cause the employees, counsel, auditors and other Representatives of Company to cooperate with Sellers, their Affiliates and their respective Representatives, in each case, to the extent reasonably requested by Sellers or their Affiliates and solely to the extent that such access may reasonably be required (as determined by Sellers or their Affiliates) for any of the following: (A) for Tax purposes (including preparation of Tax Returns and in connection with Tax audits); (B) for the defense or prosecution of, or otherwise in connection with, Actions (including potential Actions) in which such Seller is not adverse to Purchaser or any of its Affiliates (including Company); and (C) otherwise in connection with accounting or other similar needs; provided that any such information provided pursuant to this Section 6.6(b) will be held in accordance with Section 6.7(b).

Retention of Business Records and Post-Closing Access. (a) After the Closing, Purchaser Buyer agrees to, or shall cause Company to, to hold at least one copy of all Business Records relating to of the conduct books and records of the Business on or before and the Group Companies relating to periods prior to the Closing Date (the “Group Company Books and Records”) in its possession and not to destroy or dispose of such copy copies for a period of seven (7) years from the Closing Date or such longer time as may be required by applicable LawLaw or Order, and, at the Company’s written request, allow the Company to take possession (at the Company’s sole cost and if thereafter Purchaser proposes to destroy or dispose expense) of such copy, Purchaser shall offer first in writing at least thirty (30) calendar days Group Company Books and Records prior to destroying or disposing any such proposed destruction or disposition Group Company Books and Records. (b) Subject to surrender all or any portion the terms and conditions of such Business Records to Sellers. To Section 5.15, the extent required for any Seller’s accounting, Tax Company and compliance purposes, such Seller and Seller’s Affiliates that are not Company its Subsidiaries may retain a copy of any or all of the Business Group Company Books and Records and any other materials included in any electronic data room or that are otherwise in the possession or under the control of such Seller the Company or Seller’s Affiliates that are not Company its Subsidiaries relating to the conduct of the Business Business, the Xxxxxxxx Real Estate Assets, the Assumed Xxxxxxxx Liabilities or the Group Companies on or before the Closing Date; provided that any such Business Records will be held in accordance with Section 6.7(b). (b) . From and after the Closing, Purchaser subject to the terms and conditions of Section 5.15, Buyer shall, and shall cause Company toits Subsidiaries, at Sellers’ expenseincluding the Group Companies, to (i) give Sellers, their Affiliates the Company and their respective its Representatives reasonable access to the offices, properties and Business Records and other books and records of Company, relating to the conduct of the Business and Company, in each case on or before the Closing Dateaccess, during normal business hours and hours; upon reasonable prior notice, (ii) furnish to Sellers, their Affiliates and their respective Representatives such financial and operating data and other information relating notice to the conduct extent reasonably requested by the Company and subject to reasonable rules, regulations and requirements of Buyer and its Affiliates, to the Business Group Company Books and Company, in each case on or before the Closing DateRecords, and (iiiii) cause the employees, counsel, auditors and other Representatives of Company Buyer and its Subsidiaries, including the Group Companies, to cooperate with Sellers, their Affiliates the Company and their respective its Representatives, in each case, during normal business hours and upon reasonable prior notice to the extent reasonably requested by Sellers the Company (A) to comply with reporting, disclosure, filing or other requirements imposed on the Company or any of its Subsidiaries (including under applicable securities Laws) by any Governmental Entity, (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, or (E) in connection with similar legitimate business needs. Notwithstanding the foregoing, any 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. (c) Without limiting the generality of the foregoing, Buyer shall use its commercially reasonable efforts to cooperate with the Company’s reasonable information requests, which for the avoidance of doubt, shall be at the Company’s cost, and subject to the limitations set forth in subsection (b) above to enable (i) the Company to meet the timetable required by applicable securities Laws 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) the Company’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 the Company, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof. (d) Notwithstanding the foregoing, the provisions of this Section 5.14 shall not (i) provide the Company or any of its Representatives with access or inspection rights with respect to: (A) personnel records of the Business Employees who become Transferred Employees, including records relating to individual performance or evaluation records, medical histories, individual employee benefit information or other information which in Buyer’s opinion is sensitive or the disclosure of which could subject Buyer or any of its Subsidiaries or any of their respective Representatives to risk of Liability; or (B) any real property of Buyer or any of its Subsidiaries for purposes of conducting any environmental sampling or testing of any environmental media (including soil, sediment, groundwater, soil vapor, ambient air, and building material), and (ii) require Buyer or any of its Subsidiaries to permit any inspection, or to disclose any information, that, in the reasonable judgment of Buyer (A) relates to the acquisition process with respect to the Group Companies and any analyses with respect thereto, (B) does not relate to the Group Companies, or (C) would (1) create any potential Liability under applicable Law (including pursuant to Data Protection Legislation), (2) result in the disclosure of any trade secrets of Buyer or its Subsidiaries or of third parties or violate any of its obligations with respect to confidentiality or data protection, (3) result in the disclosure of any information referencing the valuation or the assets or business of Buyer or its Subsidiaries, (4) result in the disclosure of proprietary or competitively sensitive information or (5) would reasonably be expected to cause the loss or waiver of the protection of any attorney-client privilege, attorney work product privilege or other relevant legal privilege. In no event shall either Party have access to Tax Returns of the other Party that solely relate to Taxes of the other Party or any of the other Party’s Affiliates (other than the Group Companies). (e) Notwithstanding the foregoing, nothing in this Section 5.14 shall limit in any respect any rights Buyer, the Company or any of their respective Affiliates may have with respect to discovery or the production of documents or other information in connection with any litigation, to the extent of and as such rights may be determined by a court of competent jurisdiction. (f) After the Closing, the Company agrees to hold, or cause its Subsidiaries to hold, in an accessible form, all corporate, accounting, legal, auditing or other books and records (other than the VAT Records, as to which the terms and conditions of Section 6.10(h) shall apply instead) relating to the conduct of the Business, the Xxxxxxxx Real Estate Assets, the Assumed Xxxxxxxx Liabilities or the Group Companies prior to the Closing Date to the extent any such books and records are not Group Company Books and Records (the “Retained Books and Records”) in its possession and not to destroy or dispose of such copies for a period of seven (7) years from the Closing Date or such longer time as may be required by applicable Law or Order, and, at Buyer’s written request, allow Buyer to take possession (at Buyer’s sole cost and expense) of such Retained Books and Records prior to destroying or disposing any such Retained Books and Records. (g) From and after the Closing, subject to the terms and conditions of Section 5.15, the Company shall, and shall cause its Subsidiaries to (i) give Buyer and its Representatives reasonable access during normal business hours, upon reasonable prior notice to the extent reasonably requested by Buyer and subject to reasonable rules, regulations and requirements of the Company and its Affiliates, to the Retained Books and Records, and (ii) cause the employees, counsel, auditors and other Representatives of the Company and its Subsidiaries to cooperate with Buyer and its Representatives, in each case, during normal business hours and upon reasonable prior notice to the extent reasonably requested by Buyer (A) to comply with reporting, disclosure, filing or other requirements imposed on Buyer or any of its Subsidiaries (including under applicable securities Laws) by any Governmental Entity, (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, or (E) in connection with similar legitimate business needs. Notwithstanding the foregoing, any 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 the Company or any of its Subsidiaries. (h) Notwithstanding the foregoing, the provisions of this Section 5.14 shall not (i) provide Buyer or any of its Representatives with access or inspection rights with respect to: (A) personnel records of employees who are not Transferred Employees, including records relating to individual performance or evaluation records, medical histories, individual employee benefit information or other information which in the Company’s opinion is sensitive or the disclosure of which could subject the Company or any of its Subsidiaries or any of their respective Representatives to risk of Liability; or (B) any real property of the Company or any of its Subsidiaries for purposes of conducting any environmental sampling or testing of any environmental media (including soil, sediment, groundwater, soil vapor, ambient air, and building material), and (ii) require the Company or any of its Subsidiaries to permit any inspection, or to disclose any information, that, in the reasonable judgment of the Company (A) relates to the acquisition process with respect to the Group Companies and any analyses with respect thereto, (B) does not relate to the Group Companies, or (C) would (1) create any potential Liability under applicable Law (including pursuant to Data Protection Legislation), (2) result in the disclosure of any trade secrets of the Company or its Subsidiaries or of third parties or violate any of its obligations with respect to confidentiality or data protection, (3) result in the disclosure of any information referencing the valuation or the assets or business of the Company or its Subsidiaries, (4) result in the disclosure of proprietary or competitively sensitive information or (5) would reasonably be expected to cause the loss or waiver of the protection of any attorney-client privilege, attorney work product privilege or other relevant legal privilege. In no event shall either Party have access to Tax Returns of the other Party that solely relate to Taxes of the other Party or any of the other Party’s Affiliates (other than the Group Companies). (i) Notwithstanding the foregoing, nothing in this Section 5.14 shall limit in any respect any rights Buyer, the Company or any of their respective Affiliates may have with respect to discovery or the production of documents or other information in connection with any litigation, to the extent of and as such rights may be determined by a court of competent jurisdiction. (j) Notwithstanding the foregoing, the provisions of Article VI shall govern with respect to Tax-related matters to the extent that such access may reasonably be required (as determined by Sellers or their Affiliates) for any provision of Article VI is in conflict with the following: (A) for Tax purposes (including preparation terms and conditions of Tax Returns and in connection with Tax audits); (B) for the defense or prosecution of, or otherwise in connection with, Actions (including potential Actions) in which such Seller is not adverse to Purchaser or any of its Affiliates (including Company); and (C) otherwise in connection with accounting or other similar needs; provided that any such information provided pursuant to this Section 6.6(b) will be held in accordance with Section 6.7(b)5.14.

Retention of Business Records and Post-Closing Access. (a) After the Closing, Purchaser Buyer agrees to, or shall cause Company to, to hold at least one copy of all Business Records of the books and records of the Acquired Entities relating to the conduct of the Business on or before periods prior to the Closing Date (the “Acquired Entity Books and Records”) in its possession and not to destroy or dispose of such copy copies for a period of seven (7) years from the Closing Date or such longer time as may be required by applicable Applicable Law, and if thereafter Purchaser proposes at Seller’s written request, allow Seller to destroy or dispose take possession (at Seller’s sole cost and expense) of such copy, Purchaser shall offer first in writing at least thirty (30) calendar days Acquired Entity Books and Records prior to such proposed destruction destroying or disposition to surrender all or any portion of such Business Records to Sellers. To the extent required for any Seller’s accounting, Tax and compliance purposes, such Seller and Seller’s Affiliates that are not Company 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 otherwise in the possession or under the control of such Seller or Seller’s Affiliates that are not Company relating to the conduct of the Business on or before the Closing Date; provided that disposing any such Business Records will be held in accordance with Section 6.7(b)Acquired Entity Books and Records. (b) From and after the Closing, Purchaser subject to the terms and conditions of Section 15.3, Buyer shall, and shall cause Company toits Subsidiaries, at Sellers’ expenseincluding the Acquired Entities, to (i) give Sellers, their Affiliates Seller and their respective Representatives its representatives reasonable access to the offices, properties and Business Records and other books and records of Company, relating to the conduct of the Business and Company, in each case on or before the Closing Dateaccess, during normal business hours and hours, upon reasonable prior notice, (ii) furnish to Sellers, their Affiliates and their respective Representatives such financial and operating data and other information relating notice to the conduct extent reasonably requested by Seller and subject to reasonable rules, regulations and requirements of Buyer and its Affiliates to the Business Acquired Entity Books and Company, in each case on or before the Closing DateRecords, and (iiiii) cause the employees, counsel, auditors and other Representatives representatives of Company Buyer and its Subsidiaries, including the Acquired Entities, to cooperate with Sellers, their Affiliates Seller and their respective Representativesits representatives, in each case, during normal business hours and upon reasonable prior notice to the extent reasonably requested by Sellers or their Affiliates and solely to the extent that such access may reasonably be required (as determined by Sellers or their Affiliates) for any of the following: Seller (A) for Tax purposes (including preparation of Tax Returns and in connection to comply with Tax audits); (B) for the defense reporting, disclosure, filing or prosecution of, or otherwise in connection with, Actions (including potential Actions) in which such other requirements imposed on Seller is not adverse to Purchaser or any of its Affiliates subsidiaries (including Company); and 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) otherwise to prepare its financial statements or Tax Returns, or in connection with order to satisfy audit, accounting or other similar requirements, (D) to defend any action, or (E) in connection with similar legitimate business needs; provided that . Notwithstanding the foregoing, any such information provided pursuant access shall be granted upon reasonable advance notice, during normal business hours and in a manner as not to this Section 6.6(bunreasonably interfere with the conduct of the business of Buyer or any of its Subsidiaries, including the Acquired Entities. (c) will After the Closing, Seller agrees to hold, or cause its subsidiaries to hold, in an accessible form, all corporate, accounting, legal, auditing or other books and records relating to the Acquired Entities prior to the Closing Date to the extent any such books and records are not Acquired Entity Books and Records (the “Retained Books and Records”) in its possession and not to destroy or dispose of such copies for a period of seven (7) years from the Closing Date or such longer time as may be held in accordance with Section 6.7(b)required by Applicable Law, and, at Buyer’s written request, allow Buyer to take possession (at Buyer’s sole cost and expense) of such Retained Books and Records prior to destroying or disposing any such Retained Books and Records.

Retention of Business Records and Post-Closing Access. (a) After Each Party will comply with legal and regulatory obligations in relation to the Closing, Purchaser agrees to, or shall cause Company to, hold at least one copy retention of all Business Records relating 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 conduct of the Business on or before the Closing Date and not other to destroy or dispose of such copy for a period of seven (7) years from the Closing Date or such longer time as may be required by applicable Law, and if thereafter Purchaser proposes to destroy or dispose of such copy, Purchaser shall offer first in writing at least thirty (30) calendar days prior to such proposed destruction or disposition to surrender all or any portion of such Business Records to Sellers. To the extent required for any Seller’s accounting, Tax under applicable Law or the document retention policies and compliance purposes, such Seller and Seller’s Affiliates that are not Company may retain a copy of any or all procedures of the Business Records and any other materials included relevant Party in any electronic data room or that are otherwise in the possession or under the control of such Seller or Seller’s Affiliates that are not Company relating to the conduct effect as of the Business on or before the Closing Date; provided that any such Business Records will be held in accordance with Section 6.7(b)date hereof. (b) From For a period of three (3) years from and after the Relevant Closing, Purchaser Buyer shall, and shall cause Company to, at Sellers’ expense, its Affiliates (including the Transferred Entities) to (i) give Sellers, their Affiliates Sellers and their respective Representatives reasonable access to the offices, properties and all Transferred Business Records and other books and records all Business Records of Company, relating the Transferred Entities related to the conduct of the Business and CompanyBusinesses and, in each case if applicable, the Retained Businesses, on or before the Relevant Closing Date, Date in the possession of Buyer and its Subsidiaries (including the Transferred Entities) during normal business hours and upon reasonable prior notice, (ii) furnish to Sellers, their Affiliates Sellers and their respective Representatives copies of such financial and operating data and other information relating to the conduct of the Business and Company, in each case on or before the Closing Daterecords at Sellers’ expense, and (iii) cause the employees, counsel, auditors and other Representatives of Company Buyer and its Subsidiaries (including the Transferred Entities) to cooperate with Sellers, their Affiliates Sellers and their respective Representatives, in each case, to the extent reasonably requested by Sellers or their Affiliates in connection with accounting, Tax, legal defense and solely 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 that such access may reasonably be required (as determined by Sellers or their Affiliates) for any relating to the conduct of the following: (A) for Tax purposes (including preparation of Tax Returns Businesses on or before the Relevant Closing Date during normal business hours and in connection with Tax audits); upon reasonable prior notice, (B) for furnish to Buyer and its Representatives such financial and operating data and other information in possession of the defense Retained Entity to the extent relating to the conduct of the Businesses on or prosecution of, or otherwise in connection with, Actions (including potential Actions) in which such Seller is not adverse to Purchaser or any of its Affiliates (including Company); before the Relevant Closing Date and (C) otherwise 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 or 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 any such information provided pursuant provided, that, to this Section 6.6(b) will be held 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 6.7(b)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.