Common use of Post-Closing Access Clause in Contracts

Post-Closing Access. In order to facilitate Seller’s efforts to administer and close the Bankruptcy Case (including, without limitation, the preparation of filings in the Bankruptcy Case and state, local and federal Tax Returns and other filings, reconciliation of claims filed in the Case, removal of corporate and other records and information relating or belonging to entities other than Seller), for a period of three (3) years following the Closing, (a) the Buyer shall permit Seller’s counsel and other professionals and counsel for any successor to Seller and its respective professionals, and its employees (collectively, “Permitted Access Parties”) reasonable access to the financial and other books and records relating to the Acquired Assets or the Business and the systems containing such information, books and records, which access shall include (i) the right of such Permitted Access Parties to copy, at such Permitted Access Parties’ expense, such documents and records as they may request in furtherance of the purposes described above, and (ii) Buyer’s copying and delivering to the relevant Permitted Access Parties such documents or records as they may request, but only to the extent such Permitted Access Parties furnish Buyer with reasonably detailed written descriptions of the materials to be so copied and the applicable Permitted Access Party reimburses the Buyer for the reasonable costs and expenses thereof, and (b) Buyer shall provide the Permitted Access Parties (at no cost to the Permitted Access Parties) with reasonable access to those individuals with knowledge of how to access the relevant financial and books and records during regular business hours to assist Seller and the other Permitted Access Parties in their post-Closing activities (including, without limitation, preparation of Tax Returns), provided that such access does not unreasonably interfere with the Buyer’s business operations.

Post-Closing Access. In order Following the Closing, subject to facilitate Sellerapplicable Law and subject to Section 5.6, Buyer shall (i) retain the Books and Records and any other material documents pertaining to the Transferred Assets and Assumed Liabilities conveyed and assumed at the Closing to the extent that such materials were delivered to Buyer or are otherwise in existence in Buyer’s efforts possession at the Closing that are required to administer and close the Bankruptcy Case (including, without limitation, the preparation of filings in the Bankruptcy Case and state, local and federal Tax Returns and other filings, reconciliation of claims filed in the Case, removal of corporate and other records and information relating or belonging to entities other than Seller), be retained under current retention policies for a period of three five (35) years following from the Closing, (a) the Buyer shall permit Seller’s counsel and other professionals and counsel for any successor to Seller and its respective professionals, and its employees (collectively, “Permitted Access Parties”) reasonable access to the financial and other books and records relating to the Acquired Assets or the Business and the systems containing such information, books and records, which access shall include (i) the right of such Permitted Access Parties to copy, at such Permitted Access Parties’ expense, such documents and records as they may request in furtherance of the purposes described aboveClosing Date, and (ii) provide Seller or its representatives at Seller’s expense with reasonable access without hindering the normal operations of the Business, during normal business hours, and upon reasonable advance notice and under the supervision of Buyer’s copying and delivering personnel, to the relevant Permitted Access Parties such Books and Records with respect to periods or occurrences prior to the Closing Date for purposes of Seller’s preparation of financial statements, taxes, reporting obligations, litigation, compliance or as otherwise reasonably requested by Seller. Notwithstanding the foregoing provisions of this Section 5.2(b), Buyer may withhold access, documents or records as they may requestinformation, but only the disclosure of which in the reasonable judgment of Buyer would (A) result in the disclosure of any trade secrets of third parties or (B) violate any Law applicable to Buyer that requires Buyer to restrict or prohibit access to such information or (C) violate any of Buyer’s obligations with respect to confidentiality (provided Buyer uses its reasonable efforts to obtain a waiver or consent for such disclosure) or (D) result in the disclosure of any privileged information of Buyer. Following the Closing, subject to applicable Law and subject to Section 5.6, Seller shall (1) retain the Excluded Books and Records relating to the extent such Permitted Access Parties furnish Buyer with reasonably detailed written descriptions Business and any other material documents pertaining to the Transferred Assets and Assumed Liabilities not conveyed and assumed at the Closing for a period of five (5) years from the materials to be so copied and the applicable Permitted Access Party reimburses the Buyer for the reasonable costs and expenses thereofClosing Date, and (b2) provide Buyer shall provide the Permitted Access Parties (or its representatives at no cost to the Permitted Access Parties) Buyer’s expense with reasonable access without hindering the normal operations of the Seller’s business, during normal business hours, and upon reasonable advance notice and under the supervision of Seller’s personnel, to those individuals the Excluded Books and Records relating to the Business and any other material documents pertaining to the Transferred Assets and Assumed Liabilities not conveyed and assumed at the Closing with knowledge respect to periods or occurrences prior to the Closing Date solely for Buyer’s preparation of how financial statements, taxes, reporting obligations, litigation, compliance or as otherwise reasonably requested by Buyer. Notwithstanding the foregoing provisions of this Section 5.2(b), Seller may withhold access, documents or information, the disclosure of which in the reasonable judgment of Seller would (I) result in the disclosure of any trade secrets of third parties or (II) violate any Law applicable to Seller that requires Seller to restrict or prohibit access to such information, (III) violate any of Seller’s obligations with respect to confidentiality (provided Seller uses its reasonable efforts to obtain a waiver or consent for such disclosure) or (IV) result in the relevant financial and books and records during regular business hours disclosure of any privileged information of Seller. Notwithstanding anything to assist the contrary set forth herein, neither Seller and nor Buyer shall be required by this Agreement to provide the other Permitted Access Parties Party with access, documents or information in their post-Closing activities (includingconnection with a dispute, without limitationclaim or litigation between Buyer or any Affiliates of Buyer, preparation on the one hand, and Seller or any Affiliates of Tax Returns)Seller, provided that such access does not unreasonably interfere on the other hand, except as may be required in accordance with the Buyer’s business operationsapplicable Laws, including rules of discovery.

Post-Closing Access. In order Following the Closing, subject to facilitate Sellerapplicable Law and subject to Section 5.6, Buyer shall (i) retain the Books and Records and any other material documents pertaining to the Transferred Assets and Assumed Liabilities conveyed and assumed at the Closing to the extent that such materials were delivered to Buyer or are otherwise in existence in Buyer’s efforts possession at the Closing that are required to administer and close the Bankruptcy Case (including, without limitation, the preparation of filings in the Bankruptcy Case and state, local and federal Tax Returns and other filings, reconciliation of claims filed in the Case, removal of corporate and other records and information relating or belonging to entities other than Seller), be retained under current retention policies for a period of three five (35) years following from the Closing, (a) the Buyer shall permit Seller’s counsel and other professionals and counsel for any successor to Seller and its respective professionals, and its employees (collectively, “Permitted Access Parties”) reasonable access to the financial and other books and records relating to the Acquired Assets or the Business and the systems containing such information, books and records, which access shall include (i) the right of such Permitted Access Parties to copy, at such Permitted Access Parties’ expense, such documents and records as they may request in furtherance of the purposes described aboveClosing Date, and (ii) provide Seller or its representatives at Seller’s expense with reasonable access without hindering the normal operations of the Business, during normal business hours, and upon reasonable advance notice and under the supervision of Xxxxx’s personnel, to the Books and Records with respect to periods or occurrences prior to the Closing Date for purposes of Seller’s preparation of financial statements, taxes, reporting obligations, litigation, compliance or as otherwise reasonably requested by Seller. Notwithstanding the foregoing provisions of this Section 5.2(b), Buyer may withhold access, documents or information, the disclosure of which in the reasonable judgment of Buyer would (A) result in the disclosure of any trade secrets of third parties or (B) violate any Law applicable to Buyer that requires Buyer to restrict or prohibit access to such information or (C) violate any of Buyer’s copying obligations with respect to confidentiality (provided Buyer uses its reasonable efforts to obtain a waiver or consent for such disclosure) or (D) result in the disclosure of any privileged information of Buyer. Following the Closing, subject to applicable Law and delivering subject to Section 5.6, Seller shall (1) retain the Excluded Books and Records relating to the relevant Permitted Access Parties such Business and any other material documents or records as they may request, but only pertaining to the extent such Permitted Access Parties furnish Buyer with reasonably detailed written descriptions Transferred Assets and Assumed Liabilities not conveyed and assumed at the Closing for a period of five (5) years from the materials to be so copied and the applicable Permitted Access Party reimburses the Buyer for the reasonable costs and expenses thereofClosing Date, and (b2) provide Buyer shall provide the Permitted Access Parties (or its representatives at no cost to the Permitted Access Parties) Buyer’s expense with reasonable access without hindering the normal operations of the Seller’s business, during normal business hours, and upon reasonable advance notice and under the supervision of Seller’s personnel, to those individuals the Excluded Books and Records relating to the Business and any other material documents pertaining to the Transferred Assets and Assumed Liabilities not conveyed and assumed at the Closing with knowledge respect to periods or occurrences prior to the Closing Date solely for Buyer’s preparation of how financial statements, taxes, reporting obligations, litigation, compliance or as otherwise reasonably requested by Buyer. Notwithstanding the foregoing provisions of this Section 5.2(b), Seller may withhold access, documents or information, the disclosure of which in the reasonable judgment of Seller would (I) result in the disclosure of any trade secrets of third parties or (II) violate any Law applicable to Seller that requires Seller to restrict or prohibit access to such information, (III) violate any of Seller’s obligations with respect to confidentiality (provided Seller uses its reasonable efforts to obtain a waiver or consent for such disclosure) or (IV) result in the relevant financial and books and records during regular business hours disclosure of any privileged information of Seller. Notwithstanding anything to assist the contrary set forth herein, neither Seller and nor Buyer shall be required by this Agreement to provide the other Permitted Access Parties Party with access, documents or information in their post-Closing activities (includingconnection with a dispute, without limitationclaim or litigation between Buyer or any Affiliates of Buyer, preparation on the one hand, and Seller or any Affiliates of Tax Returns)Seller, provided that such access does not unreasonably interfere on the other hand, except as may be required in accordance with the Buyer’s business operationsapplicable Laws, including rules of discovery.

Post-Closing Access. In order From and after the Effective Time, Buyer will, and will cause its Affiliates to, afford to facilitate Seller and its Representatives (i) reasonable access during normal business hours to personnel and to such properties and records, including personnel and medical records, that were transferred to Buyer, (ii) permission to take from the Assets and/or Buyer copies of any books, records, or accounts relating to the Assets and/or relating to the employees who were employed in the Operations by Seller or its Affiliates through and including the Closing Date, and (iii) if requested, will furnish to Seller such additional information and cooperate with Seller in such other respects, including making the Transferred Employees available to Seller at Seller’s efforts expense as witnesses or deponents as Seller may reasonably request for each of the following to administer the extent such matter does not involve a Claim between Buyer and close Seller: (a) financial reporting; (b) Tax or similar purposes; (c) purposes of investigating claims; or conducting litigation or administrative proceedings with Third Parties or Governmental Authorities; or (d) any other proper purpose; provided, however, that Seller shall indemnify, defend and hold the Bankruptcy Case Buyer Indemnified Parties harmless (includingsubject to ARTICLE XIV) for all Losses to the extent caused by, without limitationarising from or related to the acts or omissions of Seller and its Representatives from such access. Buyer will, and will cause its Affiliates to, keep and maintain the preparation of filings in the Bankruptcy Case records that Seller and stateits Representatives have access to pursuant to this Section 7.03, local and federal Tax Returns and other filings, reconciliation of claims filed in the Case, removal of corporate and other such records and information relating or belonging to entities other than Seller), be maintained for a period of three (3) seven years following from the ClosingClosing Date or such longer periods as may be required by Applicable Laws; provided, (a) the further, that if Buyer shall permit desires to destroy or dispose of such records during such period, then Buyer will first offer to Seller in writing at least 60 days before such destruction or disposition to surrender them to Seller and, if Seller does not accept such offer within 20 days after receipt of such offer, then Buyer may take such action. Seller’s counsel and other professionals and counsel for any successor right to Seller and its respective professionals, and its employees (collectively, “Permitted Access Parties”) reasonable post-Closing access to the financial and other books and records relating to the Acquired Assets or the Business and the systems containing such information, books and records, which access shall include (i) the right of such Permitted Access Parties to copy, at such Permitted Access Parties’ expense, such documents and records as they may request in furtherance of the purposes described above, and (ii) Buyer’s copying and delivering to the relevant Permitted Access Parties such documents or records as they may request, but only to the extent such Permitted Access Parties furnish Buyer with reasonably detailed written descriptions of the materials to be so copied and the applicable Permitted Access Party reimburses the Buyer for the reasonable costs and expenses thereof, and (b) Buyer shall provide the Permitted Access Parties (at no cost to the Permitted Access Parties) with reasonable access to those individuals with knowledge of how to access Excluded Assets that remain located at the relevant financial and books and records during regular business hours Assets pursuant to assist Seller and the other Permitted Access Parties in their post-Closing activities (including, without limitation, preparation of Tax Returns), provided that such access does not unreasonably interfere with the Buyer’s business operationsSection 2.02.

Post-Closing Access. In order to facilitate Seller’s efforts to administer and close the Bankruptcy Case (including, without limitation, the preparation of filings in the Bankruptcy Case and state, local and federal Tax Returns and other filings, reconciliation of claims filed in the Case, removal of corporate and other records and information relating or belonging to entities other than Seller), for For a period of three 3 (3three) years following from and after the ClosingClosing Date, Parent and the Sellers will permit representatives of Buyer (aincluding legal counsel, accountants and financing sources) the Buyer shall permit Seller’s counsel and other professionals and counsel for any successor to Seller and its respective professionals, and its employees (collectively, “Permitted Access Parties”) have reasonable access at all reasonable times and upon reasonable notice, to the financial and other books and all premises, properties, personnel, books, records relating (with respect to the Acquired Assets or the Business and the systems containing such information, books and tax records, which access shall include (i) the right of such Permitted Access Parties to copy, at such Permitted Access Parties’ expense, such documents and records as they may request in furtherance of the purposes described above, and (ii) Buyer’s copying and delivering to the relevant Permitted Access Parties such documents or records as they may request, but only to the extent such Permitted Access Parties furnish Buyer with reasonably detailed written descriptions tax records pertain to the Target Companies and Target Subsidiaries and not to Group Taxes), contracts, and documents of or pertaining to each of the materials to be so copied Target Companies and the applicable Permitted Access Party reimburses the Buyer for the reasonable costs and expenses thereof, and (b) Buyer shall provide the Permitted Access Parties (at no cost Target Subsidiaries to the Permitted Access Partiesextent reasonably necessary in connection with (x) with reasonable a Tax audit of (or the determination of any Tax attribute of) any of the Target Companies or Target Subsidiaries or (y) the preparation of historical financial statements (and pro-forma or other adjustments thereto) of the Target Companies or Target Subsidiaries, in each case to the extent related to pre-Closing periods, excluding access to those individuals with knowledge information that is privileged, subject to confidentiality provisions, relates to Affiliates of how Parent other than the Target Companies and Target Subsidiaries or that is subject to access the relevant financial and books and records during regular business hours legal restrictions on access. Buyer will use its reasonable best efforts to assist Seller and the other Permitted Access Parties in their post-Closing activities (including, without limitation, preparation of Tax Returns), provided ensure that such access does not unreasonably interfere with the normal business operations of Parent or its Subsidiaries. Buyer shall keep all information and records that are not related to the Target Companies or Target Subsidiaries that it receives as a result of this Section 6.11 confidential and shall limit the use and circulation of such information and records to employees, advisers, attorneys, accountants, and financial advisors having an actual and legitimate need to know and only to the extent reasonably necessary and who are informed of the confidential nature of the information and records and are required to keep it confidential in accordance with this provision, except with respect to such confidential information that (A) was known to Buyer before its disclosure by Parent and the Sellers, (B) is, or shall become, generally known in the Buyer’s industry other than as a result of Buyer’s disclosure in violation of this Section 6.11. (C) shall be disclosed to the Buyer by a third party not known by Buyer to be under any obligation to keep such information confidential, or (D) Buyer is required or compelled by Law to disclose (whether by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or other similar process or as necessary for Buyer to disclose in connection with filing Tax Returns or registering securities or filing documents with regulatory authorities under applicable securities laws); provided, however, that if Buyer is required or compelled by Law to produce any such confidential information, Buyer will provide Parent with prompt written notice. The access referenced herein shall be afforded to Buyer and its representatives upon receipt of reasonable advance notice and during normal business operationshours. Buyer shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 6.11.

Post-Closing Access. In order to facilitate Seller’s efforts to administer and close the Bankruptcy Case (including, without limitation, the preparation of filings in the Bankruptcy Case and state, local and federal Tax Returns and other filings, reconciliation of claims filed in the Case, removal of corporate and other records and information relating or belonging to entities other than Seller), for a period of three (3) years following After the Closing, (a) the Buyer shall permit Purchaser will cooperate with Seller and provide Seller reasonable access during normal business hours to (i) Seller’s counsel and other professionals and counsel for any successor prior employees retained by Purchaser, (ii) records bearing Seller’s name, with respect to Seller and its respective professionalsperiods after the Closing Date, and its employees (collectivelyiii) the information, “Permitted Access Parties”) reasonable access to the financial and other books and records relating that Seller delivers to Purchaser, or Purchaser otherwise obtains, with respect to Seller’s business, in each case to the Acquired Assets extent reasonably required by Seller for valid business purposes or in connection with any audit or other investigation by any taxing or other governmental authority or any required reports or submissions to governmental bodies, and (iv) Purchaser’s books and records in connection with any and all amounts payable pursuant to this Agreement, (b) Seller will have the Business and the systems containing right to obtain copies of such information, books and records, which access shall include (i) records for the right out-of-pocket expense to Purchaser of producing such Permitted Access Parties to copy, at such Permitted Access Parties’ expense, such documents and records as they may request copies in furtherance of the purposes described aboveconnection therewith, and (iic) Buyer’s copying and delivering to the relevant Permitted Access Parties Purchaser will preserve such documents or records as they may requestinformation, but only to the extent such Permitted Access Parties furnish Buyer with reasonably detailed written descriptions of the materials to be so copied and the applicable Permitted Access Party reimburses the Buyer for the reasonable costs and expenses thereof, and (b) Buyer shall provide the Permitted Access Parties (at no cost to the Permitted Access Parties) with reasonable access to those individuals with knowledge of how to access the relevant financial and books and records during regular business hours with respect to assist Seller’s business; provided, that as to such materials Purchaser may, at any time after three (3) years, upon thirty (30) days notice to Seller, offer to ship such materials, at Seller's expense, to Seller's notice address or to such another destination within the United States as Seller and the other Permitted Access Parties in their post-Closing activities (including, without limitation, preparation of Tax Returns), provided that such access may direct. If Seller does not unreasonably interfere with accept such offer, after such thirty (30) day period Purchaser may destroy such records. Seller’s access to its former employees will be subject to the Buyerneeds of Purchaser’s business operationsbusiness, and if such use is more than nominal, will be at Seller’s expense.

Post-Closing Access. In order Without prejudice to facilitate Schedule 15.01, from and after the Effective Time, Buyer will, and will cause its Affiliates to, afford to Seller and its Representatives reasonable access during normal business hours to personnel and to such properties and records that were transferred to Buyer and permission to take from the Assets copies of any books, records or accounts relating to the Assets through and including the Closing Date and, if requested, will furnish to Seller such additional information and cooperate with Seller in such other respects, including making the Transferred Employees available to Seller at Seller’s efforts expense as witnesses or deponents as Seller may reasonably request for each of the following to administer the extent such matter does not involve a Dispute between Buyer and close Seller: (a) financial reporting, (b) Tax or similar purposes, (c) purposes of investigating claims, or conducting litigation or administrative proceedings with third parties or Governmental Authorities or (d) any other proper purpose, provided that Seller shall indemnify, defend and hold the Bankruptcy Case Buyer Indemnified Parties harmless (includingsubject to Article XIII) for all Losses to the extent caused by, without limitationarising from or related to the acts or omissions of Seller and its Representatives from such access. Buyer will, and will cause its Affiliates to, keep and maintain the preparation of filings in the Bankruptcy Case records that Seller and stateits Representatives have access to pursuant to this Section 7.04, local and federal Tax Returns and other filings, reconciliation of claims filed in the Case, removal of corporate and other such records and information relating or belonging to entities other than Seller), be maintained for a period of three ten (310) years following from the ClosingClosing Date or such longer periods as may be required by Applicable Laws, provided that if Buyer desires to destroy or dispose of such records during such period then Buyer will first offer to Seller in writing at least sixty (a60) the Buyer shall permit Seller’s counsel and other professionals and counsel for any successor days before such destruction or disposition to surrender them to Seller and its respective professionalsif Seller does not accept such offer within twenty (20) days after receipt of such offer, and its employees (collectively, “Permitted Access Parties”) reasonable then Buyer may take such action. Seller’s right to post-Closing access to the financial and Assets shall include the right to access Excluded Assets that remain located at the Assets pursuant to Section 2.02. Seller bears the risk of injury to Seller’s Representatives during any such activities pursuant to this Section 7.04 at the Refinery, the other books and records relating to the Acquired Assets or the Business Operations and shall indemnify, defend and hold the systems containing such information, books and records, which access shall include (i) the right of such Permitted Access Buyer Indemnified Parties to copy, at such Permitted Access Parties’ expense, such documents and records as they may request in furtherance of the purposes described above, and (ii) Buyer’s copying and delivering to the relevant Permitted Access Parties such documents or records as they may request, but only harmless for all Losses to the extent such Permitted Access Parties furnish Buyer with reasonably detailed written descriptions of the materials to be so copied and the applicable Permitted Access Party reimburses the Buyer for the reasonable costs and expenses thereofcaused by, and (b) Buyer shall provide the Permitted Access Parties (at no cost arising from or related to the Permitted Access Parties) with reasonable access to those individuals with knowledge acts or omissions of how to access the relevant financial and books and records during regular business hours to assist Seller and the other Permitted Access Parties its Representatives in their post-Closing activities (including, without limitation, preparation of Tax Returns), provided that conducting any such access does not unreasonably interfere with the Buyer’s business operationsactivities.

Post-Closing Access. In order addition to facilitate Seller’s efforts to administer and close the Bankruptcy Case (including, without limitationany other rights contemplated or provided herein, the preparation of filings in Purchaser will provide to the Bankruptcy Case and state, local and federal Tax Returns and other filings, reconciliation of claims filed in the Case, removal of corporate and other records and information relating or belonging to entities other than Seller), for a period of three (3) years following the Closing, (a) the Buyer shall permit Seller’s counsel and other professionals and counsel for any successor to Seller and its respective professionals, and its employees (collectively, “Permitted Access Parties”) reasonable Vendor full access to the financial Purchased Assets, including the Books and Records, and the Pulp Mill, as the Vendor may reasonably request at any time and from time to time after the Closing Date for the purposes of accounting, audit, tax, bank regulatory compliance, bankruptcy compliance or litigation matters pertaining to the Vendor, including completion of various adjustment calculations and other books and records relating matters contemplated by this Agreement. Such post-Closing access shall be granted to the Acquired Assets Vendor, and to its directors, officers, employees, agents and other authorized representatives designated in writing by the Vendor to the Purchaser from time to time for the purposes of such access, within a reasonable time after the Vendor has delivered written notice to the Purchaser specifying the type of access the Vendor desires and the Books and Records the Vendor wishes to have access to. The Vendor shall be responsible for the acts or omissions of itself and any of the aforesaid Persons in the course of such access and shall ensure that any and all said access does not disrupt the Purchaser or the Business and the systems containing such information, books and records, which access shall include (i) the right of such Permitted Access Parties to copy, at such Permitted Access Parties’ expense, such documents and records as they may request in furtherance operation of the purposes described above, Business. The Vendor shall be entitled to take extracts from the Books and (ii) Buyer’s copying and delivering Records in respect of periods prior to the relevant Permitted Access Parties such documents or records as they may requestClosing Date, but only shall not be entitled to information relevant to periods from and after the extent such Permitted Access Parties furnish Buyer with reasonably detailed written descriptions of the materials to be so copied and the applicable Permitted Access Party reimburses the Buyer for Closing Date. The Vendor will bear the reasonable out-of-pocket costs and expenses thereofof any such access and extracts of information requested from time to time. The Vendor covenants and agrees that it shall not, and (b) Buyer shall provide cause its directors, officers, employees, agents and other representatives not to, disclose, divulge, furnish, publish or use for its benefit, or for the Permitted Access Parties (at no cost to the Permitted Access Parties) with reasonable access to those individuals with knowledge of how to access the relevant financial and books and records during regular business hours to assist Seller and the other Permitted Access Parties in their post-Closing activities (including, without limitation, preparation of Tax Returns), provided that such access does not unreasonably interfere with the Buyer’s business operations.50

Post-Closing Access. In order From and after the Effective Time, Buyer will, and will cause its Affiliates to, afford to facilitate Seller and its Representatives (i) reasonable access during normal business hours to personnel and to such properties and records, including personnel and medical records, that were transferred to Buyer, (ii) permission to take from the Assets and/or Buyer copies of any books, records, or accounts relating to the Assets and/or relating to the employees who were employed in the Operations by Seller or its Affiliates through and including the Closing Date, and (iii), if requested, will furnish to Seller such additional information and cooperate with Seller in such other respects, including making the Transferred Employees available to Seller at Seller’s efforts expense as witnesses or deponents as Seller may reasonably request for each of the following to administer the extent such matter does not involve a Dispute between Buyer and close Seller: (a) financial reporting; (b) Tax or similar purposes; (c) purposes of investigating claims; or conducting litigation or administrative proceedings with Third Parties or Governmental Authorities; or (d) any other proper purpose; provided that Seller shall indemnify, defend and hold the Bankruptcy Case Buyer Indemnified Parties harmless (includingsubject to Article XIII) for all Losses to the extent caused by, without limitationarising from or related to the acts or omissions of Seller and its Representatives from such access. Buyer will, and will cause its Affiliates to, keep and maintain the preparation of filings in the Bankruptcy Case records that Seller and stateits Representatives have access to pursuant to this Section 7.04, local and federal Tax Returns and other filings, reconciliation of claims filed in the Case, removal of corporate and other such records and information relating or belonging to entities other than Seller), be maintained for a period of three (3) seven years following from the ClosingClosing Date or such longer periods as may be required by Applicable Laws; provided, (a) the further, that if Buyer shall permit desires to destroy or dispose of such records during such period, then Buyer will first offer to Seller in writing at least 60 days before such destruction or disposition to surrender them to Seller and, if Seller does not accept such offer within 20 days after receipt of such offer, then Buyer may take such action. Seller’s counsel and other professionals and counsel for any successor right to Seller and its respective professionals, and its employees (collectively, “Permitted Access Parties”) reasonable post-Closing access to the financial and other books and records relating to the Acquired Assets or the Business and the systems containing such information, books and records, which access shall include (i) the right of such Permitted Access Parties to copy, at such Permitted Access Parties’ expense, such documents and records as they may request in furtherance of the purposes described above, and (ii) Buyer’s copying and delivering to the relevant Permitted Access Parties such documents or records as they may request, but only to the extent such Permitted Access Parties furnish Buyer with reasonably detailed written descriptions of the materials to be so copied and the applicable Permitted Access Party reimburses the Buyer for the reasonable costs and expenses thereof, and (b) Buyer shall provide the Permitted Access Parties (at no cost to the Permitted Access Parties) with reasonable access to those individuals with knowledge of how to access Excluded Assets that remain located at the relevant financial and books and records during regular business hours Assets pursuant to assist Seller and the other Permitted Access Parties in their post-Closing activities (including, without limitation, preparation of Tax Returns), provided that such access does not unreasonably interfere with the Buyer’s business operationsSection 2.02.

Post-Closing Access. In order to facilitate Seller’s efforts to administer and close the Bankruptcy Case (including, without limitation, the preparation of filings in the Bankruptcy Case and state, local and federal Tax Returns and other filings, reconciliation of claims filed in the Case, removal of corporate and other records and information relating or belonging to entities other than Seller), for a period of three (3) years following Following the Closing, (a) the Buyer shall permit Seller’s counsel and other professionals and counsel for any successor to Seller and its respective professionalsParties shall, and its employees (collectivelyshall cause their respective subsidiaries to, “Permitted Access Parties”) permit the Seller, each Cash-Out Holder and their respective duly authorized representatives reasonable access (subject to reasonable COVID-19-related health and safety measures) during normal business hours (upon reasonable advance written notice (e-mail being acceptable) to the financial and other Buyer) to all Contracts, books and records and other documents, information, materials and data (in any media) relating to the Business, the Acquired Assets and/or the Assumed Liabilities, in each case, with respect to periods prior to the Closing (and for any period ending after the Closing Date to the extent reasonably necessary for the Seller or the Business Cash-Out Holders to prepare and file their Tax Returns in accordance with applicable Law) for only the systems containing such information, books and records, which access shall include following reasons: (i) the right preparation or examination of such Permitted Access Parties to copyTax Returns, at such Permitted Access Parties’ expenseregulatory filings and financial statements, such documents and records as they may request in furtherance of the purposes described above, and (ii) Buyer’s copying and delivering to the relevant Permitted Access Parties such documents conduct of any Proceeding (whether pending or records as they may request, but only to the extent such Permitted Access Parties furnish Buyer with reasonably detailed written descriptions of the materials to be so copied and the applicable Permitted Access Party reimburses the Buyer for the reasonable costs and expenses thereof, threatened) and (biii) Buyer shall provide the Permitted Access Parties (at no cost to the Permitted Access Parties) with reasonable access to those individuals with knowledge enforcement or discharge of how to access the relevant financial and books and records during regular business hours to assist Seller and the its indemnification rights or other Permitted Access Parties in their post-Closing activities (including, without limitation, preparation of Tax Returns), obligations under this Agreement; provided that such access shall be conducted in a manner that does not unreasonably interfere with the Buyer’s business operationsoperations of the Business. The Seller and each Cash-Out Holder shall, and shall cause their respective authorized representatives to, maintain the confidentiality of any such materials or information in accordance the terms of Section 6.07(c). Notwithstanding the obligations contained in this Section 6.02(b), the Buyer Parties shall not be required to provide access to or to disclose information where such access or disclosure would or would reasonably be expect to jeopardize the attorney-client work product or other legal privilege of the Buyer Parties or violate or contravene applicable Law (other than books and records subject to joint defense or common interest privilege); provided that the Buyer Parties shall use commercially reasonable efforts to provide such information in a manner that does not result in a waiver of such privilege or violation or contravention of applicable Law. Notwithstanding anything in this Agreement to the contrary, the Seller shall have the right, subject to compliance with all applicable Laws and the confidentiality obligations set forth in Section 6.07(c), to retain copies of books and records and other documents, information, materials and data (in any media) (including, for the avoidance of doubt, Tax Returns and other information and documents relating to Tax matters) of the Business (A) relating to information (including personnel and similar records) regarding the Seller Business Employees or relating to the Tax Returns of or relating to the Business, (B) as required by applicable Law, Order or request of any Governmental Authority with applicable jurisdiction or (C) as may be necessary for the Seller and its Affiliates to perform their respective obligations pursuant to this Agreement or any other Transaction Document. The Buyer agrees that, with respect to all original books and records and other documents, information, materials and data of the Business included in the Acquired Assets, it will (x) comply in all material respects with all applicable Laws relating to the preservation and retention of records, (y) apply preservation and retention policies that are no less stringent than those generally applied by the Buyer Parties from time to time with respect to their own businesses and (z) maintain such books and records and other documents, information, materials and data for examination and copying by the Seller (such copying to be at the expense of the Seller) for six (6) years following the Closing.

Post-Closing Access. In order From and after the Effective Time, Buyer will, and will cause its Affiliates to, afford to facilitate Seller and its representatives reasonable access during normal business hours to personnel and to such properties and records that were transferred to Buyer and permission to take from the Refinery copies of any books, records or accounts relating to the Refinery through and including the Closing Date and, if requested, will furnish to Seller such additional information and cooperate with Seller in such other respects, including the making of employees available to Seller at Seller’s efforts expense as witnesses or deponents as Seller may reasonably request for each of the following to administer the extent such matter does not involve a Dispute between Buyer and close Seller: (i) financial reporting, (ii) tax or similar purposes, (iii) purposes of investigating claims, or conducting litigation or administrative proceedings with third parties or Governmental Authorities or (iv) any other proper purpose, provided that Seller shall indemnify, defend and hold the Bankruptcy Case Buyer Indemnified Parties harmless (includingsubject to ARTICLE XIII) for all Losses to the extent caused by, without limitationarising from or related to the acts or omissions of Seller and its representatives from such access. Buyer will, and will cause its Affiliates to, keep and maintain the preparation of filings in the Bankruptcy Case records that Seller and stateits representatives have access to pursuant to this Section 7.03, local and federal Tax Returns and other filings, reconciliation of claims filed in the Case, removal of corporate and other such records and information relating or belonging to entities other than Seller), be maintained for a period of three ten (310) years following from the ClosingClosing Date or such longer periods as may be required by Applicable Laws, provided that if Buyer desires to destroy or dispose of such records during such period then Buyer will first offer to Seller in writing at least sixty (a60) the Buyer shall permit Seller’s counsel and other professionals and counsel for any successor days before such destruction or disposition to surrender them to Seller and its respective professionalsif Seller does not accept such offer within twenty (20) days after receipt of such offer, and its employees (collectively, “Permitted Access Parties”) reasonable then Buyer may take such action. Seller’s right to post-Closing access to the financial and other books and records relating to the Acquired Assets or the Business and the systems containing such information, books and records, which access Refinery shall include (i) the right of such Permitted Access Parties to copy, at such Permitted Access Parties’ expense, such documents and records as they may request in furtherance of the purposes described above, and (ii) Buyer’s copying and delivering to the relevant Permitted Access Parties such documents or records as they may request, but only to the extent such Permitted Access Parties furnish Buyer with reasonably detailed written descriptions of the materials to be so copied and the applicable Permitted Access Party reimburses the Buyer for the reasonable costs and expenses thereof, and (b) Buyer shall provide the Permitted Access Parties (at no cost to the Permitted Access Parties) with reasonable access to those individuals with knowledge of how to access Excluded Assets that remain located at the relevant financial and books and records during regular business hours to assist Seller and the other Permitted Access Parties in their post-Closing activities (including, without limitation, preparation of Tax Returns), provided that such access does not unreasonably interfere with the Buyer’s business operationsRefinery pursuant toSection 2.02.

Post-Closing Access. In order to facilitate Seller’s efforts to administer and close the Bankruptcy Case (including, without limitation, the preparation of filings in the Bankruptcy Case and state, local and federal Tax Returns and other filings, reconciliation of claims filed in the Case, removal of corporate and other records and information relating or belonging to entities other than Seller), for For a period of three 3 (3three) years following from and after the ClosingClosing Date, Parent and the Sellers will permit representatives of Buyer (aincluding legal counsel, accountants and financing sources) the Buyer shall permit Seller’s counsel and other professionals and counsel for any successor to Seller and its respective professionals, and its employees (collectively, “Permitted Access Parties”) have reasonable access at all reasonable times and upon reasonable notice, to the financial and other books and all premises, properties, personnel, books, records relating (with respect to the Acquired Assets or the Business and the systems containing such information, books and tax records, which access shall include (i) the right of such Permitted Access Parties to copy, at such Permitted Access Parties’ expense, such documents and records as they may request in furtherance of the purposes described above, and (ii) Buyer’s copying and delivering to the relevant Permitted Access Parties such documents or records as they may request, but only to the extent such Permitted Access Parties furnish Buyer with reasonably detailed written descriptions tax records pertain to the Target Companies and Target Subsidiaries and not to Group Taxes), contracts, and documents of or pertaining to each of the materials to be so copied Target Companies and the applicable Permitted Access Party reimburses the Buyer for the reasonable costs and expenses thereof, and (b) Buyer shall provide the Permitted Access Parties (at no cost Target Subsidiaries to the Permitted Access Partiesextent reasonably necessary in connection with (x) with reasonable a Tax audit of (or the determination of any Tax attribute of) any of the Target Companies or Target Subsidiaries or (y) the preparation of historical financial statements (and pro-forma or other adjustments thereto) of the Target Companies or Target Subsidiaries, in each case to the extent related to pre-Closing periods, excluding access to those individuals with knowledge information that is privileged, subject to confidentiality provisions, relates to Affiliates of how Parent other than the Target Companies and Target Subsidiaries or that is subject to access the relevant financial and books and records during regular business hours legal restrictions on access. Buyer will use its reasonable best efforts to assist Seller and the other Permitted Access Parties in their post-Closing activities (including, without limitation, preparation of Tax Returns), provided ensure that such access does not unreasonably interfere with the normal business operations of Parent or its Subsidiaries. Buyer shall keep all information and records that are not related to the Target Companies or Target Subsidiaries that it receives as a result of this Section 6.11 confidential and shall limit the use and circulation of such information and records to employees, advisers, attorneys, accountants, and financial advisors having an actual and legitimate need to know and only to the extent reasonably necessary and who are informed of the confidential nature of the information and records and are required to keep it confidential in accordance with this provision, except with respect to such confidential information that (A) was known to Buyer before its disclosure by Parent and the Sellers, (B) is, or shall become, generally known in the Buyer’s industry other than as a result of Buyer’s disclosure in violation of this Section 6.11, (C) shall be disclosed to the Buyer by a third party not known by Buyer to be under any obligation to keep such information confidential, or (D) Buyer is required or compelled by Law to disclose (whether by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or other similar process or as necessary for Buyer to disclose in connection with filing Tax Returns or registering securities or filing documents with regulatory authorities under applicable securities laws); provided, however, that if Buyer is required or compelled by Law to produce any such confidential information, Buyer will provide Parent with prompt written notice. The access referenced herein shall be afforded to Buyer and its representatives upon receipt of reasonable advance notice and during normal business operationshours. Buyer shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 6.11.