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 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 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)a) Buyer shall, for a period of three seven (37) years following the ClosingClosing Date, (a) retain all business records constituting part of the Buyer Acquired Assets, and during normal business hours shall permit Seller’s counsel and other professionals and counsel for any successor to provide Seller and its respective professionals, designees and its employees (collectively, “Permitted Access Parties”) reasonable representatives with such access to the financial and other books and records relating to of Seller included among the Acquired Assets or as may be reasonably requested by Seller for the limited purpose of concluding Seller’s involvement in the Business conducted by Seller prior to the Closing and the systems containing for complying with Seller’s obligations under applicable Tax, employment and other Laws. Seller and its designees shall be entitled, at Seller’s expense, to make extracts and copies of such information, books and records. Seller shall, which for a period of seven (7) years following the Closing Date, retain all business records retained by Seller pursuant to this Agreement, and during normal business hours shall provide Buyer and its designees and representatives with such access to the books and records of Seller so retained as may be reasonably requested by Buyer for the limited purpose of conducting the Business conducted by Buyer following the Closing and for complying with Buyer’s obligations under applicable Tax, employment and other Laws. Buyer and its designees shall include (i) the right be entitled, at Buyer’s expense, to make extracts and copies of such Permitted Access Parties books and records. Each party hereto agrees that it shall not, during such period, destroy or cause or permit to copybe destroyed any of such material books or records without first obtaining the consent of the other party hereto (or providing to such other party notice of such intent and a reasonable opportunity to copy such books or records at least thirty (30) days prior to such destruction). Notwithstanding the foregoing, at such Permitted Access Parties’ expense, such documents this Section 7.2.3(a) shall not require either party to permit the other party access to books and records as they may request in furtherance or permit the other party to make copies and extracts of the purposes described above, books 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 doing so would be reasonably likely to result in a waiver of privilege, but such Permitted Access Parties furnish Buyer with reasonably detailed written descriptions of party shall use its commercially reasonable efforts to permit the materials other party such access and permit the other party to be so copied make such copies and the applicable Permitted Access Party reimburses the Buyer for the reasonable costs and expenses thereof, and extracts in a manner that would not waive privilege. (b) Buyer shall provide After the Permitted Access Parties (at no cost Closing, each party will make available 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 other party their employees whom the other Permitted Access Parties party may reasonably need in order to defend or prosecute any legal or administrative action to which Seller or Buyer are a party and which relates to the conduct of the Business. The requesting party will pay or reimburse the other party for all reasonable expenses which may be incurred by such employees in connection therewith, including all travel, lodging, and meal expenses, but shall not be responsible for reimbursing such party or its officers, directors, employees and agents, for their post-Closing activities (including, without limitation, preparation of Tax Returns), provided that time spent in such access does not unreasonably interfere with the Buyer’s business operationscooperation.

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.