Common use of After the Closing Date Clause in Contracts

After the Closing Date. each Party shall preserve and keep all books and records and all information relating to the accounting, business and financial affairs that are retained by Seller or its Affiliates or obtained by Purchasers hereunder, as the case may be, which information relates to the Trayport Companies prior to the Closing, for five (5) years after the Closing Date, or for any longer period as may be (i) required by any Governmental Authority or (ii) reasonably necessary with respect to the prosecution or defense of any legal action that is then pending or threatened or audit and with respect to which the requesting Party has notified the other Party as to the need to retain such books, records or information. Notwithstanding the foregoing provisions of this Section 6.3(b), the provisions of Article VIII shall govern the preservation, retention and sharing of Tax Returns and Tax work papers. After the Closing Date, Purchasers, on the one hand, and Seller, on the other hand, shall, and shall cause their Affiliates, including in the case of Purchasers, the Trayport Companies, to permit the other Party, its Affiliates and their representatives to have reasonable access to, and to inspect and copy, all materials referred to in this Section 6.3(b) and to meet with officers and employees of such other Parties on a mutually convenient basis during normal business hours to obtain explanations with respect to such materials and to obtain additional information in connection with the preparation of any financial statements or Tax Returns of such other Party or its Affiliates. Purchasers 44 acknowledge and agree that Seller and its Affiliates have limited information due to the constraints imposed on Seller and its Affiliates by the CMA Orders and that Seller and its Affiliates shall only be required to preserve, or provide access to, such materials referred to in this Section 6.3(b) as it was permitted to receive under the CMA Orders and any derogations therefrom granted by the CMA.

After the Closing Date. each Party Buyer shall preserve (and keep all shall cause its Affiliates to) afford to Parent and its advisors, upon reasonable notice, reasonable access, during normal business hours, to the Books, Records and Files (including accountants' work papers) transferred by Parent or its Affiliates pursuant hereto and relating to the Businesses for periods up to and including the Closing Date that are conveyed to, and held by, Buyer and its Affiliates on and after the Closing Date pursuant to the terms of this Agreement (and shall permit such Persons to examine and copy such books and records and all information relating to the accountingextent reasonably requested by such party). Buyer shall cause its advisors to furnish such information described in the preceding sentence as may be reasonably requested by Parent or its advisors solely for the determination of the Closing Working Capital Statement and Working Capital True-Up Amounts pursuant to Sections 2.04(b), business (c), (d) and (e), and the resolution of any indemnification obligations under Article X hereof; provided, that nothing in this Section 5.02(e) shall require Buyer or any of its Affiliates or advisors to furnish to Parent or its advisors any materials prepared by Buyer's financial affairs or legal advisors or that are retained were prepared by Seller Buyer or its advisors prior to the Closing or which may not be disclosed pursuant to a protective Order; and provided further, that nothing in this Section 5.02(e) shall require Buyer or any of its Affiliates or advisors to afford access to Books, Records and Files or provide information if Buyer or its Affiliates are contractually or obtained otherwise restricted by Purchasers hereunder, as the case may be, which information relates to the Trayport Companies prior to the Closing, for five (5) years after the Closing Date, or for any longer period as may be (i) required by any Governmental Authority or (ii) reasonably necessary with respect to the prosecution or defense of any legal action that is then pending or threatened or audit and with respect to which the requesting Party has notified the other Party as to the need to retain such books, records or informationa third party from doing so. Notwithstanding the foregoing provisions of this Section 6.3(b), the provisions of Article VIII shall govern the preservation, retention and sharing of Tax Returns and Tax work papers. After the Closing Date, Purchasers, on the one hand, and Seller, on the other hand, Buyer shall, and shall cause their Affiliates, including in the case of Purchasers, the Trayport Companies, to permit the other Party, its Affiliates and their representatives to have reasonable access to, maintain all such Books, Records and to inspect Files, and copy, all materials referred to in this Section 6.3(b) and to meet with officers and employees of such other Parties on a mutually convenient basis during normal business hours to obtain explanations with respect to such materials and to obtain additional information in connection with the preparation shall not destroy or dispose of any financial statements or Tax Returns such Books, Records and Files, until the fourth (4th) anniversary of such other Party or its Affiliates. Purchasers 44 acknowledge and agree that Seller and its Affiliates have limited information due to the constraints imposed on Seller and its Affiliates by the CMA Orders and that Seller and its Affiliates shall only be required to preserve, or provide access to, such materials referred to in this Section 6.3(b) as it was permitted to receive under the CMA Orders and any derogations therefrom granted by the CMAClosing Date.

After the Closing Date. each Party Seller shall, and shall cause its Affiliates, to preserve and keep all books and the records and all information relating to the accounting, business and financial affairs that are retained by Seller Acquired Company or its Affiliates or obtained by Purchasers hereunder, as the case may be, which information relates to the Trayport Companies prior to the Closing, Business for five a period of seven (57) years after from the Closing Date, or for any longer period or, if shorter, in accordance with the standard record retention policies of Seller, or, if longer, as may be (i) required by any Governmental Authority or (ii) reasonably necessary with respect to the prosecution or defense of any legal action that is then pending or threatened or audit and with respect to which the requesting Party has notified the other Party as to the need to retain such books, records or informationapplicable Law. Notwithstanding the foregoing provisions of this Section 6.3(b), the provisions of Article VIII shall govern the preservation, retention and sharing of Tax Returns and Tax work papers. After the Closing Date, Purchasers, on the one hand, and Seller, on the other handupon any reasonable request from Purchaser or its Representatives, shall, and shall cause their its Affiliates, including in the case of Purchasersto make available to Purchaser and its Representatives such records, the Trayport Companies, to permit the other Party, its Affiliates and their representatives to have reasonable access to, and to inspect and copy, all materials referred to in this Section 6.3(b) and to meet with officers and employees of such other Parties on a mutually convenient basis during normal business hours to obtain explanations with respect to such materials and to obtain additional information as may be reasonably requested by Purchaser in connection with claims by or against Purchaser or any of its Affiliates related to the preparation Acquired Company , the Business or the transactions contemplated by this Agreement or compliance by Purchaser with its obligations under this Agreement or any Purchaser Document; provided that Seller shall not be obligated to make available (i) information that, if provided to Purchaser or its Representatives, would violate applicable Law or (ii) any information, the disclosure of which would reasonably be expected to result in the loss of any financial statements legal privilege available to Seller or Tax Returns any of its Affiliates relating to such information or would cause Seller or any of its Affiliates to breach a confidentiality obligation by which any of them is bound; provided further that Seller shall notify Purchaser of the nature of the information being withheld and, at Purchaser’s request, take reasonable actions or implement arrangements (which could include, depending on the reasonableness thereof in the circumstances, entering into confidentiality agreements or joint defense agreements, obtaining the consent of third parties, redacting parts of documents, preparing “clean” summaries of information or limiting the availability of information to a “clean team” or to outside legal counsel) in order to make information available to Purchaser or its Representatives to the extent reasonably possible. In the event that Seller wishes to destroy such records prior to such time, Seller shall, and shall cause its Affiliates to, first give 90 days prior written notice to Purchaser, and Purchaser shall have the right at its option and expense, upon prior written notice given to Seller within that 90 day period, to take possession of the records within 180 days after the date of such other Party or its Affiliates. Purchasers 44 acknowledge and agree that Seller and its Affiliates have limited information due to the constraints imposed on Seller and its Affiliates by the CMA Orders and that Seller and its Affiliates shall only be required to preserve, or provide access to, such materials referred to in this Section 6.3(b) as it was permitted to receive under the CMA Orders and any derogations therefrom granted by the CMAnotice.

After the Closing Date. each Party Seller and Buyer shall preserve and keep all books and records and all information relating to the accounting, business and financial affairs that are retained by Seller or its Affiliates or obtained by Purchasers hereunder, as the case may be, which information relates to the Trayport Companies prior to the Closing, for five (5) years after the Closing Date, or for any longer period as may be (i) required by any Governmental Authority or (ii) reasonably necessary with respect to the prosecution or defense of any legal action that is then pending or threatened or audit and with respect to which the requesting Party has notified the other Party as to the need to retain such books, records or information. Notwithstanding the foregoing provisions of this Section 6.3(b), the provisions of Article VIII shall govern the preservation, retention and sharing of Tax Returns and Tax work papers. After the Closing Date, Purchasers, on the one hand, and Seller, on the other hand, shallprovide, and shall cause their Affiliatesrespective Affiliates to provide, including to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or Third-Party confidentiality obligation), reasonable access for inspection and copying of all ORiNOCO Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and relating to the ORiNOCO Business or the Purchased Assets, and shall make their respective personnel reasonably available for interviews, depositions and testimony in the case of Purchasersany legal matter concerning transactions contemplated by this Agreement, the Trayport Companiesoperations or activities relating to the ORiNOCO Business or the Purchased Assets, and as otherwise may be necessary or desirable to permit enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other Partyparty for all reasonable and necessary out-of-pocket costs and expenses, its Affiliates if any, incurred by such party in providing such information and their representatives in rendering such assistance. The access to have reasonable access tofiles, books and to inspect and copy, all materials referred to in records contemplated by this Section 6.3(b5.1(b) and to meet with officers and employees of such other Parties on a mutually convenient basis shall be during normal business hours to obtain explanations with respect and upon reasonable prior notice and shall be subject to such materials and reasonable limitations as the party having custody or control thereof may impose to obtain additional preserve the confidentiality of information in connection with the preparation of any financial statements or Tax Returns of such other Party or its Affiliates. Purchasers 44 acknowledge and agree that Seller and its Affiliates have limited information due to the constraints imposed on Seller and its Affiliates by the CMA Orders and that Seller and its Affiliates shall only be required to preserve, or provide access to, such materials referred to in this Section 6.3(b) as it was permitted to receive under the CMA Orders and any derogations therefrom granted by the CMAcontained therein.