Access to Records and Employees after Closing. (a) For a period of ten (10) years after the Closing Date, the Sellers shall have reasonable access to all of the books and records of the Company (including any books and records relating to Taxes and Tax Returns of the Company and the Company Subsidiary), to the extent that such access may reasonably be required by a Seller in connection with matters relating to or affected by the operations of each of the Company and the Company Subsidiary prior to the Closing Date, including the preparation of the Seller’s financial reports or Tax Returns, any Tax audits, the defense or prosecution of litigation (including arbitration or mediation), and any other reasonable need of the Sellers to consult such books and records. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. The Seller seeking access shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 12.6(a). If any such books or records, or any other documents which the Sellers have the right to have access to pursuant to this Section 12.6(a) are produced by Buyer, the Company or the Company Subsidiary to an actual or potentially adverse party (e.g., in litigation or in connection with a government investigation), Buyer shall endeavor to immediately make all such books, records and/or documents produced available for inspection and copying by the Sellers concurrently with the production of such books, records and/or documents. In addition, if Buyer, the Company or the Company Subsidiary shall desire to dispose of any of such books or records prior to the expiration of such ten (10) year period, Buyer shall, prior to such disposition, give the Sellers a reasonable opportunity, at the Company’s expense, to segregate and remove such books and records as the Sellers may select.
Access to Records and Employees after Closing. For a period of three (3) years after the Closing Date and until resolution of any litigation (including arbitration or mediation and any Tax Proceeding) that could affect the rights or obligations of the Parties under this Agreement or with respect to any third party, each Party shall have reasonable access to all of the books and records of the Purchased Companies (including any books and records relating to Taxes and Tax Returns of the Company) and employees of any Purchased Company, to the extent that such access may reasonably be required by such Party in connection with matters relating to or affected by the operations of any Purchased Company prior to the Closing Date, including the preparation of such Party’s financial reports or Tax Returns, any Tax audits, the defense or prosecution of litigation (including arbitration or mediation), and any other reasonable need of such Party to consult such books and records. Such access shall be afforded by the applicable Party upon receipt of reasonable advance notice and during normal business hours. The Party seeking access shall be solely responsible for any costs or Expenses incurred by it pursuant to this Section 16.08. In addition, if the applicable Party shall desire to dispose of any of such books or records in its possession prior to the expiration of such three-year period or resolution of such litigation, arbitration, mediation or Tax Proceeding, such Party shall, prior to such disposition, give the other Parties a reasonable opportunity, at each such other Party’s expense, to segregate and remove such books and records as such other Parties may select.
Access to Records and Employees after Closing. For a period of seven (7) years after the Closing Date, Seller shall have reasonable access to all of the books and records of the Corporation, to the extent that such access may reasonably be required by Seller in connection with matters relating to or affected by the operations of the Corporation prior to the Closing Date, including the preparation of Seller’s financial reports or Tax Returns, any Tax audits, the defense or prosecution of litigation (including arbitration or mediation), and any other reasonable need of Seller to consult such books and records. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Buyer shall provide to Seller reasonable assistance, at Seller’s expense, by providing employees of Buyer and the Corporation to act as witnesses and preparing documents, reports and other information requested by Seller in support of the activities described in this Section 6.16.
Access to Records and Employees after Closing. For a period of two (2) years after the Closing Date, the Parties shall afford one another and their respective Representatives reasonable access to all of the records of the products and manufacturing drawings, inventory, and all technical, sales and promotional literature related to the Acquired Assets to the extent that such access may reasonably be required by the other Parties in connection with tax or litigation matters (excluding litigation between the Buyer or any Affiliate on the one hand and the Seller or any Affiliate on the other hand) relating to the Business prior to the Closing Date. Such access shall be afforded upon receipt of reasonable advance notice and during normal business hours, and the requesting party shall not be responsible for any costs or expenses incurred by them pursuant to this Section 5.8, except for reasonable out-of pocket expenses incurred by the party of whom the request was made. If Buyer or the Seller desire to dispose of any of such records prior to the expiration of such two-year period, they shall, prior to such disposition, give the other party a reasonable opportunity, at such party’s expense, to segregate and remove such records as such party may select.
Access to Records and Employees after Closing. (a) For a period of seven (7) years after the Closing Date each Party shall have reasonable access to all of the books and records included in the Acquired Assets; provided, however, that a Seller Party shall have such access only to the extent that such access may reasonably be required by such Seller Party in connection with matters relating to the Business prior to the Closing, including the preparation of such Seller Party’s financial reports or Tax Returns, any Tax audits and the defense or prosecution of litigation (including arbitration or mediation). Such access shall be afforded by the other Party upon receipt of reasonable advance notice and during normal business hours. Each Party, as applicable, shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 12.5(a). In addition, if any Party desires to dispose of any of such books or records prior to the expiration of such seven (7) year period, then such Party shall, prior to such disposition, give each other Party a reasonable opportunity, at such other Party’s expense, to segregate and remove such books and records as such other Party may select.
Access to Records and Employees after Closing. (a) For a period of three years after the Closing Date and until resolution of any litigation (including arbitration or mediation and any Tax Proceeding) that could affect rights or obligations of the Seller under this Agreement or with respect to any third party, the Seller shall have reasonable access to all of the books and records of the Buyers to the extent that such access may reasonably be required by a Seller in connection with matters relating to or affected by the Purchased Assets prior to the Closing Date, including the preparation of such Seller’s financial reports or Tax Returns, any Tax audits, the defense or prosecution of litigation (including arbitration or mediation), and any other reasonable need of the Seller to consult such books and records. Such access shall be afforded by the Buyers upon receipt of reasonable advance notice and during normal business hours. The Seller seeking access shall be solely responsible for any costs or Expenses incurred by it pursuant to this Section 13.08(a). In addition, if the Buyers shall desire to dispose of any of such books or records prior to the expiration of such three-year period or resolution of such litigation, arbitration, mediation or Tax Proceeding, the Buyers shall, prior to such disposition, give the Seller a reasonably opportunity, at the Buyers’ expense, to segregate and remove such books and records as the Seller may select.
Access to Records and Employees after Closing. For a period of six years after the Closing Date, each party hereto shall afford the other parties and their respective Representatives reasonable access to all of the books and records related to the Business and its employees related to the Business to the extent that such access may reasonably be required by such other party in connection with Tax or litigation matters (excluding litigation between the Buyer or Confidential and Proprietary CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXHIBIT 2.1 any Affiliate of the Buyer, on the one hand, and the Sellers or any of their Affiliates, on the other hand) relating to the Business prior to the Closing Date. Such access shall be afforded upon receipt of reasonable advance notice and during normal business hours, and the party providing such access shall not be responsible for any costs or expenses incurred by it pursuant to this Section 5.9.
Access to Records and Employees after Closing. (a) For a period of seven (7) years after the Closing Date, the Purchaser shall promptly (and in no case later than ten (10) Business Days after receipt of the applicable written notice, unless a longer period is otherwise specified in such notice) provide the Representative and each Seller and each of their respective Subsidiaries and their respective Representatives with reasonable access during normal business hours and upon reasonable written notice to the books and records of the Company and each of its Subsidiaries in respect of any pre-Closing periods, to the extent that such access may reasonably be requested in connection with matters relating to or affected by the operations of the Company or any of its Subsidiaries prior to the Closing Date, for preparation of such Person’s financial reports or Tax Returns, any Tax audits, the defense or prosecution of Legal Proceedings (other than with respect to Legal Proceedings involving disputes between the Purchaser or its Affiliates, on the one hand, and the Sellers or their Affiliates, on the other hand); provided that, notwithstanding the foregoing, (i) such access does not unreasonably interfere with the normal operations of the Purchaser or any of its Affiliates (including the Company or any of its Subsidiaries) and (ii) nothing herein shall require the Purchaser to provide access to, or to disclose any information to, any Seller or its designated representatives if such access or disclosure would reasonably be expected to (A) waive any legal privilege or (B) be in violation of applicable Law or the provisions of any agreement to which the Purchaser, Company or any of its Subsidiaries is a party (provided that, in the case of clauses (A) and (B), the Purchaser shall use its commercially reasonable efforts to provide such access or make such disclosure (or as much of it as possible) in a manner that does not have such consequences). The Representative shall reimburse the Purchaser promptly for any reasonable out of pocket expenses incurred by the Purchaser or its Affiliates in complying with any request by or on behalf of the Sellers in connection with this Section 8.07(a).
Access to Records and Employees after Closing. For a period of six (6) years from the Closing Date (or such longer period as may be required of Buyer by any governmental agency or reasonably requested by the Shareholder Parties in connection with disputes or litigation):
Access to Records and Employees after Closing. (a) Seller and its Affiliates shall have the right to retain copies of all books and records of the Business transferred to Buyer hereunder that relate to periods ending on or prior to the Closing Date. For a period of six years after the Closing Date, Seller and its representatives shall have reasonable access to all of the books and records of the Business transferred to Buyer hereunder to the extent that such access may reasonably be required by Seller in connection with matters relating to or affected by the operations of the Business prior to the Closing Date. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 13.7(a). Subject to Section 11.6(f), if Buyer shall desire to dispose of any of such books and records prior to the expiration of such six-year period, Buyer shall, prior to such disposition, give Seller a reasonable opportunity, at Seller’s expense, to segregate and remove such books and records as Seller may select.
