Post-Closing Access to Books and Records. The Buyer shall, and shall cause its Affiliates (including the Target Entities) to, afford the Seller, its Affiliates and their respective Representatives, upon reasonable advance notice, reasonable access during normal business hours to books and records of the Target Entities pertaining to the operation of the business of the Business Group Companies prior to the Closing Date for a period of five years following the Closing Date to: (a) facilitate preparation for, or the prosecution, defense or disposition of, any Action (other than among the Parties or their Affiliates, it being understood that in such circumstances the applicable Legal Requirements regarding discovery shall apply); (b) prepare and file any Tax Return or election relating to ownership or transfer of the Transferred Interests, or to the Business Group Companies, or to any audit by any taxing authority of any such returns; and (c) prepare and file other documents required by any Governmental Authority (including as may be required by any securities exchange or pursuant to the Exchange Act). Prior to any such access or assistance, any Person receiving such access or assistance shall enter into a reasonable confidentiality agreement with the disclosing party (or one of its Affiliates) on terms and conditions reasonably acceptable to the applicable parties. Notwithstanding anything to the contrary in this Agreement, the Seller and its Representatives shall not be permitted to have access to: (i) any information in violation of applicable Legal Requirements; (ii) information that is subject to attorney-client privilege; (iii) information that a Target Entity is required to keep confidential pursuant to the terms of any Contract, or (iv) competitively sensitive information. The Buyer shall reasonably cooperate with the Seller in any reasonable arrangement proposed by the Seller that would allow access to any of the materials referred to in the clauses (i) through (iv) of the prior sentence and that do not violate or that would preserve, as applicable, Legal Requirements, privileges, or confidentiality obligations. The Buyer shall not, and shall cause its Affiliates (including the Target Entities) not to, destroy, alter, or dispose of any material books and records of the Target Entities relating to the matters set forth in the first sentence of this Section 6.9 for a period of six years following the Closing Date.
Post-Closing Access to Books and Records. Following the Closing, the Purchaser Parties and Sellers will afford each other, and their respective advisors, during normal business hours, reasonable access to, in the case of Sellers, the Excluded Books and Records, including those books and records related to the Excluded Liabilities and, in the case of each Purchaser Party, the Business Books and Records, including those books and records related to Assumed Liabilities or any of the Share Consideration, in its possession or control with respect to periods through the Closing and the right to make copies and extracts therefrom to the extent such access reasonably may be required by the requesting Party in connection with (a) the preparation of Tax Returns, (b) any Tax audit, Tax protest or other proceeding relating to Taxes, (c) compliance with the requirements of any Governmental Authority or business, legal or tax advisor, or (d) any actual or threatened Action; provided that this Section 4.5 shall not apply to any Actions in which the Parties or any of their respective Affiliates are adverse to each other.
Post-Closing Access to Books and Records. For a period of twelve (12) months following the Closing, MSB and OTI will afford each other, and their respective advisors, during normal business hours, reasonable access to those portions of Shared Books and Records in its possession with respect to periods through the Closing and the right to make copies and extracts from such portions solely to the extent that such access may be reasonably required by the requesting Party in connection with the preparation of any Tax Returns, Tax audit, Tax protest or other Action relating to Taxes. Each Party shall be entitled to recover its out-of-pocket costs and expenses (including copying costs, and legal, and accounting expenses) incurred in providing such Shared Books and Records to the other Party.
Post-Closing Access to Books and Records. From and after the Closing, the Company and its accountants and other representatives will be given reasonable access upon reasonable notice to the books and records included in the Assets relating to the period prior to the Closing Date.
Post-Closing Access to Books and Records. For a period of five ---------------------------------------- years after the Closing Date, Buyer shall (subject to the last sentence of this Section 9.5) maintain all of the pre-Closing Books and Records. At all times during which Buyer maintains the Books and Records, Buyer shall provide Sellers and their representatives, during normal business hours and upon reasonable notice from Sellers, with reasonable access to such Books and Records. If, during the five years after the Closing Date, Buyer proposes to dispose of any Books and Records, Buyer shall provide Sellers with written notice and, if requested, shall deliver the same to Sellers at Sellers' expense.
Post-Closing Access to Books and Records. Buyer and Seller acknowledge that subsequent to Closing each Party may need access to books, records, information or documents in the control or possession of the other Party for such purposes as preparing Tax Returns, responding to audits and the prosecution or defense of third-party claims. After the Closing, to the extent permitted by Legal Requirements, Buyer and Seller shall cooperate fully, as and to the extent reasonably requested by each other, in connection with the filing of Tax Returns related to the Business or the Purchased Assets and any audit, litigation or other Proceeding with respect to such Taxes. In that regard, Buyer and Seller shall maintain such Tax information, Tax records, documents and information relating to the Business and the Purchased Assets for a period of six (6) years from the Closing Date and, upon reasonable written request, provide to such other Party such Tax information, Tax records, documents and information as are in the non-requesting Party’s possession or control and which are reasonably relevant to any such audit, litigation or other Proceeding or any other proper business purpose. Notwithstanding the foregoing, (i) no Party shall be obligated to provide any other Party with access to any books, records documents or other information (including personnel files) pursuant to this Section 6.2(c) where such access (A) would violate any Legal Requirement, or (B) could undermine or otherwise jeopardize attorney-client privilege or result in a conflict of interest; and (ii) this Section 6.2(c) shall not apply in the event of any pending or threatened Proceeding among the Parties, the Buyer Indemnified Parties or the Seller Indemnified Parties (in which case the applicable rules of discovery shall apply).
Post-Closing Access to Books and Records. From and after the Closing, Buyer shall (and shall cause its Affiliates to) provide Sellers’ Representative, its Affiliates and their Representatives reasonable access, during normal business hours, to the personnel, books and records of the Acquired Companies (and Buyer and its Affiliates (other than the Acquired Companies) to the extent relating to the Acquired Companies) for periods prior to the Closing as may be necessary for investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any audit or Proceeding by a Governmental Authority against any Seller; provided that such access does not unreasonably disrupt the personnel, or unreasonably interfere with the operations, of Buyer or the Acquired Companies, and Sellers’ Representative, its Affiliates and its and their respective Representatives shall use commercially reasonable efforts to conduct all communications with personnel and all on-site investigations in an expeditious manner; provided, further, that all such requests for access shall be directed to Buyer or such Representative of Buyer as Buyer may designate to Sellers’ Representative in writing from time to time, and a Representative of Buyer shall have the right to be present in the event that Sellers’ Representative, any of its Affiliates or any of its or their respective Affiliates, conducts any on-site investigations. Notwithstanding anything to the contrary in this Agreement, Buyer shall not be required by this Section 7.11 to provide such access to the extent that it (i) would reasonably be expected to jeopardize any attorney-client, attorney work-product protection or other legal privilege, (ii) would reasonably be expected to contravene any applicable Law, Contract, fiduciary duty or Permit of Buyer or any of its Affiliates (including any Acquired Company after the Closing), or (iii) is pertinent to any litigation in which Buyer or any of its Affiliates, on the one hand, and any Seller or any of its Affiliates, on the other hand, are adverse parties (without limiting any rights of any party to such litigation to discovery in connection therewith); provided, that, in the event that the restrictions in this sentence apply, Buyer shall provide or cause to be provided to Sellers’ Representative a reasonably detailed description of the information not provided and (in the case of clause (i) or (ii) of this sentence) Buyer shall cooperate in good faith to design and implement alternative disclosure arrange...
Post-Closing Access to Books and Records. From and after the Closing Date, Buyer shall, and shall cause the Company to, provide Seller and its advisors and representatives with reasonable access (for the purpose of examining and copying at Seller’s sole expense), at reasonable times and upon reasonable advance notice, to the books and records of the Company with respect to periods prior to the Closing Date; provided, however, nothing herein shall require Buyer or the Company to provide access to, or to disclose any information to, Seller or any other Person if such access or disclosure would (a) breach any obligations to any Third Party or obligation of confidentiality binding on Buyer, the Company or the Oil & Gas Assets (provided that Buyer and the Company shall use commercially reasonable efforts to obtain a waiver of the applicable restriction(s)); or (b) be in violation of applicable Laws or regulations of any Governmental Authority or the provisions of any Contract or policy to which the Company is a party. Such access shall be for the limited purpose of examining and copying the Company’s books and records and shall be at Seller’s sole expense. For a period of seven (7) years following the Closing Date, Buyer shall cause the Company to not destroy, alter or otherwise dispose of any documents of any kind, or books and records of the Company, or any portions of the books and records of the Company, relating to periods prior to the Closing Date without first giving reasonable prior written notice to Seller and offering to surrender to Seller such books and records or such portions of such books and records. Following notice of such destruction, alteration or disposition, if Seller so requests, Seller may take possession of such books and records. Xxxxx acknowledges and agrees that Seller and its Affiliates shall be entitled to retain a copy of the files and records set forth on Section 9.6 from and after the Closing and shall be entitled to rely on and use such files and records.
Post-Closing Access to Books and Records. For a period of six (6) years after the Closing Date, Purchaser shall make available to Seller all books and records of Seller which Purchaser acquired pursuant to this Agreement during normal business hours for copy (at Seller’s expense), examination and review for any tax related, regulatory or litigation purposes; provided, however, that Seller shall pay Purchaser for any costs incurred by Purchaser in connection therewith, and that such examination shall not unduly interfere with the operation of Purchaser’s business; and further provided, that all such books and records shall be used only for the purpose set forth above.
Post-Closing Access to Books and Records. (a) Seller will retain all books and records relating to the Assets and not transferred to Buyer for five (5) years after the Closing Date; provided that Seller may dispose of or permit the disposal of any such books and records after first giving sixty (60) days prior written notice to Buyer offering to surrender the same to Buyer at Buyer’s expense.
