Common use of Further Access Clause in Contracts

Further Access. (a) For a period of two years after the Closing Date, the BarCap Entities shall provide, or use reasonable efforts to cause to be provided to, the LBHI Entities at no charge (other than BarCap’s out-of-pocket costs and expenses including contractor fees) with reasonable access to all individuals who were employees or contractors of the LBHI Entities prior to the Closing Date (and are employees or contractors of the BarCap Entities at the time of requested access), and who have material knowledge about the Retained LBHI Businesses or the Excluded Liabilities, and BarCap shall use reasonable efforts to provide such individuals’ cooperation therewith. As part of the foregoing, for a period of ninety (90) days after the Closing, (i) such employees shall provide reasonably necessary assistance to the LBHI Entities in the unwinding of the Retained LBHI Business and (ii) such employees that are attorneys shall provide reasonably necessary legal services in the unwinding of the Retained LBHI Business, provided that such assistance in (i) and (ii) shall be deemed Services as to which the Service Charges apply and in all instances shall be subject to any confidentiality, professional or ethical obligations or restrictions (including without limitation any potential conflicts). (b) For a period of two years after the Closing Date, the LBHI Entities shall provide, or use reasonable efforts to cause to be provided to, the BarCap Entities at no charge (other than LBHI’s out-of-pocket costs and expenses including contractor fees) with reasonable access to all individuals who were employees or contractors of the LBHI Entities prior to the Closing Date (and are employees or contractors of the LBHI Entities at the time of requested access), and who have material knowledge about the Business or the Services to be provided by the BarCap Entities, and LBHI shall use reasonable efforts to provide such individuals’ cooperation therewith. (c) The parties recognize and understand that there will be substantial efforts in the period following the Closing Date in the integration of the Transferred Employees and the Purchased Assets into BarCap’s operations and the operation of the Business, and the continuing efforts of LBHI to divest the remaining assets and wind down the Retained LBHI Business while maintaining the continuity thereof. As such, the parties will work together to reasonably accommodate each other in such efforts while balancing BarCap’s needs for integration and operation with LBHI’s needs for information and support.

Further Access. (a) For a period of two years twenty four (24) months after the Closing Commencement Date, the BarCap Entities ▇▇▇▇▇▇ Europe shall provide, or use all reasonable efforts endeavours to cause to be provided to, the LBHI Entities with reasonable access to all individuals who were employees, consultants or contractors of the ▇▇▇▇▇▇ Europe Entities prior to the Commencement Date (and are employees or contractors of any ▇▇▇▇▇▇ Europe Entity at no charge the time of requested access), and who have material knowledge about the operations or assets of LBHI Entities, and ▇▇▇▇▇▇ Europe shall use all reasonable endeavours to provide such individuals’ cooperation therewith. For the avoidance of doubt, ▇▇▇▇▇▇ Europe shall not be obliged to continue access to such individuals if it is unable to do so due to contractual or legal restrictions in which event ▇▇▇▇▇▇ Europe shall notify LBHI and the parties shall enter into good faith discussions in order to determine whether suitable alternative arrangements can be put in place (other than BarCap’s out-of-pocket and if so, the costs of which shall be included within the Services Charges). As part of the foregoing, such employees, consultants or contractors shall provide reasonably necessary assistance to the LBHI Entities in the operations and/or unwinding of the operations and/or assets of the LBHI Entities provided that such assistance shall be deemed Services as to which the Service Charges apply and expenses in all instances shall be subject to any confidentiality, professional or ethical obligations or restrictions (including contractor feeswithout limitation any potential conflicts). (b) For a period of twenty four (24) months after the Commencement Date, the LBHI Entities shall provide, or use all reasonable endeavours to cause to be provided to, ▇▇▇▇▇▇ Europe Entities with reasonable access to all individuals who were employees or contractors of the LBHI Entities prior to the Closing Commencement Date (and are employees or contractors of the BarCap LBHI Entities at the time of requested access), and who have material knowledge about the Retained LBHI Businesses operations or assets of ▇▇▇▇▇▇ Europe or the Excluded LiabilitiesServices to be provided by ▇▇▇▇▇▇ Europe, and BarCap the LBHI Entities shall use all reasonable efforts endeavours to provide such individuals’ cooperation therewith. For the avoidance of doubt, LBHI shall not be obliged to continue access to such individuals if it is unable to do so due to contractual or legal restrictions in which event LBHI shall notify ▇▇▇▇▇▇ Europe and the parties shall enter into good faith discussions in order to determine whether suitable alternative arrangements can be put in place (and if so, the costs of which shall be included within the Services Charges). As part of the foregoing, for a period of ninety (90) days after the Closing, (i) such employees or contractors shall provide reasonably necessary assistance to the LBHI ▇▇▇▇▇▇ Europe Entities in the operations and/or unwinding of the Retained LBHI Business operations and/or assets of ▇▇▇▇▇▇ Europe Entities and (ii) such employees that are attorneys shall provide reasonably necessary legal services in the unwinding of the Retained LBHI Businessoperations and/or assets of ▇▇▇▇▇▇ Europe, provided that such assistance in (i) and (ii) shall be deemed Services as to which the Service Charges apply and in all instances shall be subject to any confidentiality, professional or ethical obligations or restrictions (including without limitation any potential conflicts). (b) For a period of two years after the Closing Date, the LBHI Entities shall provide, or use reasonable efforts to cause to be provided to, the BarCap Entities at no charge (other than LBHI’s out-of-pocket costs and expenses including contractor fees) with reasonable access to all individuals who were employees or contractors of the LBHI Entities prior to the Closing Date (and are employees or contractors of the LBHI Entities at the time of requested access), and who have material knowledge about the Business or the Services to be provided by the BarCap Entities, and LBHI shall use reasonable efforts to provide such individuals’ cooperation therewith. (c) The parties recognize recognise and understand that there will be substantial efforts in the period endeavours following the Closing Commencement Date in the integration of the Transferred Employees and the Purchased Assets into BarCap’s operations and the operation of the Business, and the continuing efforts of LBHI and ▇▇▇▇▇▇ Europe to divest the remaining assets and wind down the Retained LBHI Business operations and/or assets while maintaining the continuity thereof. As such, the parties will work together to reasonably accommodate each other in such efforts endeavours while balancing BarCap’s needs for integration and operation with LBHIeach other’s needs for information and support.