Common use of Retention of Records; Post-Closing Access to Records Clause in Contracts

Retention of Records; Post-Closing Access to Records. (a) Notwithstanding anything to the contrary contained in this Agreement, the Seller and its Affiliates may retain and use, at their own expense, copies of all documents or materials transferred hereunder, in each case, which (i) are used in connection with the businesses of the Seller or its Affiliates, other than the operation of the Stations, (ii) the Seller or any of its Affiliates in good faith determines that it is reasonably likely to need access to in connection with the defense (or any counterclaim, cross-claim or similar claim in connection therewith) of any Action against or by the Seller or any of its Affiliates pending or threatened as of the Closing Date, or (iii) the Seller or any of its Affiliates in good faith determines it is reasonably likely to need access to in connection with any filing, report, or investigation to or by any Governmental Authority subject, in the case of clauses (ii) and (iii), to the reasonable agreement of the parties as to maintaining the confidentiality of any such materials and information.

Retention of Records; Post-Closing Access to Records. (a) Notwithstanding anything to the contrary contained in this Agreement, the Seller and its Affiliates may retain and use, at their own expense, copies of all documents or materials transferred hereunder, in each case, which (i) are used in connection with the businesses of the Seller or its Affiliates, other than the operation of the StationsStation, (ii) the Seller or any of its Affiliates in good faith determines that it is reasonably likely to need access to in connection with the defense (or any counterclaim, cross-claim or similar claim in connection therewith) of any Action against or by the Seller or any of its Affiliates pending or threatened as of the Closing Date, or (iii) the Seller or any of its Affiliates in good faith determines it is reasonably likely to need access to in connection with any filing, report, or investigation to or by any Governmental Authority subject, in the case of clauses (ii) and (iii), to the reasonable agreement of the parties as to maintaining the confidentiality of any such materials and information.

Retention of Records; Post-Closing Access to Records. (a) Notwithstanding anything to the contrary contained in this Agreement, the Seller and its Affiliates may retain and use, at their own expense, copies of all documents or materials transferred hereunder, in each case, which (i) are used in connection with the businesses of the Seller or its Affiliates, other than the operation of the StationsStation, (ii) the Seller or any of its Affiliates in good faith determines that it is reasonably likely to need access to in connection with the defense (or any counterclaim, cross-claim or similar claim in connection therewith) of any Action against or by the Seller or any of its Affiliates pending or threatened as of the Closing Date, or (iii) the Seller or any of its Affiliates in good faith determines it is reasonably likely to need access to in connection with any filing, report, or investigation to or by any Governmental Authority subject, in the case of clauses (ii) and (iii), to the reasonable agreement of the parties as to maintaining the confidentiality of any such materials and information.