Common use of Post-Closing Access Clause in Contracts

Post-Closing Access. Subject to the Transition Services Agreement, the Supply Agreement and the Trademark Coexistence Agreement and without limiting the obligations set forth in Section 8.1, from and after the Closing, each party hereto agrees that it will cooperate with and make available to the other party, during normal business hours and upon reasonable notice, (i) all Books and Records and other documents related to the Business, (ii) information related to the Business and (iii) employees (without substantial disruption of employment), in each case which are necessary or useful in connection with any audit, investigation or dispute, any litigation or investigation or any other matter requiring any such Books and Records, information or employees for any reasonable business purpose. Unless otherwise consented to in writing by Parent, Buyer Parent shall and shall cause Buyer, the Purchased Entities and their Subsidiaries not to, for a period of six (6) years after the Closing Date, destroy, alter or otherwise dispose of any Books and Records or information or portions thereof related to the Business and relating to periods prior to the Closing Date. Except in connection with uses contemplated by this Agreement, all information received pursuant to this Section 9.2 (the “Section 9.2 Information”) shall be kept confidential by the party obtaining such information (the “Receiving Party”), subject to any disclosure that is required to be made by such party in order to comply with applicable Laws or the rules or regulations of any securities exchange upon which its securities are traded. Notwithstanding the foregoing, the Section 9.2 Information shall not include information that (a) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party, (b) was within the Receiving Party’s possession prior to it being furnished to such Receiving Party by Buyer (in the case of any Seller) or any Seller (in the case of Buyer), (c) becomes available to the Receiving Party on a non-confidential basis from a source other than Buyer (in the case of any Seller) or any Seller (in the case of Buyer) or (d) is independently developed by the Receiving Party without violating the Receiving Party’s obligations hereunder.

Post-Closing Access. (a) Subject to the Transition Services Agreementlast sentence of this Section 5.6(a) and to Section 5.6(d), the Supply Agreement and the Trademark Coexistence Agreement and without limiting the obligations set forth in Section 8.1, from and after the Closing, each party hereto agrees that it will cooperate with of Seller and make available to the other partyBuyer shall, during normal business hours and upon reasonable notice, (i) all Books and Records and other documents related to the Business, (ii) information related to the Business and (iii) employees (without substantial disruption of employment), in each case which are necessary or useful in connection with any audit, investigation or dispute, any litigation or investigation or any other matter requiring any such Books and Records, information or employees for any reasonable business purpose. Unless otherwise consented to in writing by Parent, Buyer Parent shall and shall cause Buyerany of its respective Affiliates (as applicable) to, preserve and keep all pre-Closing books and records and all information to the Purchased Entities extent relating to the accounting, legal, regulatory, business and their Subsidiaries not tofinancial affairs of the Business that are retained by Seller or any of its Affiliates, or are obtained by Buyer hereunder, as the case may be, for a period of six seven (67) years after the Closing Date, destroyor such longer period as may be (i) required by Law (including any statute of limitations and applicable extensions thereof) or any Governmental Entity or (ii) reasonably necessary with respect to the investigation, alter prosecution or otherwise dispose defense of any Books legal or regulatory Action that is then pending or threatened or under audit and Records with respect to which the requesting party has notified the other party. Each of Seller and Buyer shall provide the other with written notice at least thirty (30) Business Days prior to transferring, destroying or information discarding the last copy of any records, books, work papers, reports, correspondence and other similar materials, and the other party shall have the right, at its expense, to reproduce or portions thereof related take any such materials, if such other party provides written notice stating its intent to reproduce or take such materials no later than twenty (20) Business Days after having received notice that such materials are to be transferred, destroyed, or discarded. Prior to the Business date hereof, each of Buyer and relating Seller has provided the other with a true and correct summary of its business-as-usual document retention and destruction policies, procedures and schedules that are generally applicable to periods prior to the Closing Date. Except in connection with uses contemplated by this Agreement, all information received pursuant to this Section 9.2 such party’s businesses (the “Document Retention Policies”). Notwithstanding anything to the contrary in this Section 9.2 Information”) 5.6(a), so long as its Document Retention Policies are consistent with applicable Law, neither Buyer nor Seller shall be kept confidential by the party obtaining such information (the “Receiving Party”), subject obligated to any disclosure that is required to be made by such party alter or suspend its Document Retention Policies in order to comply with applicable Laws meet the requirements in this Section 5.6(a), and neither shall be obligated to notify the other prior to destroying or discarding the rules or regulations last copy of any securities exchange upon which such books, records or information if destruction is consistent with such party’s Document Retention Policies; provided, that (i) neither party shall modify its securities are traded. Notwithstanding Document Retention Policies in a way that results in the foregoingbooks, the Section 9.2 Information shall not include records and information that are the subject of Section 5.6(a) being destroyed or discarded sooner than other books, records and information of such party without the prior written consent of the other party (asuch consent not to be unreasonably withheld, conditioned or delayed), and (ii) is if either party has notified the other party of any books, records or becomes generally available information that are the subject of Section 5.6(a) that are in the possession, custody or control of the non-requesting party and that are reasonably necessary to be preserved for a longer period with respect to the public other than as a result of a disclosure by the Receiving Partyinvestigation, (b) was within the Receiving Party’s possession prior to it being furnished to such Receiving Party by Buyer (in the case prosecution or defense of any Seller) legal or any Seller (in regulatory action that is then pending or threatened or under audit, then the case provisions of Buyer), (c) becomes available this Section 5.6 apply to the Receiving Party on a non-confidential basis from a source other than Buyer (in retention and destruction of such books, records and information without regard to the case of any Seller) or any Seller (in the case of Buyer) or (d) is independently developed by the Receiving Party without violating the Receiving Party’s obligations hereunderDocument Retention Policies.

Post-Closing Access. Subject to Following the Transition Services AgreementClosing Date, Purchaser shall (a) allow each Seller and their respective Affiliates, upon reasonable prior notice and during regular business hours, through their employees and representatives, the Supply Agreement and the Trademark Coexistence Agreement and without limiting the obligations set forth in Section 8.1, from and after the Closing, each party hereto agrees that it will cooperate with right to examine and make available copies of the books and records transferred directly or indirectly to Purchaser at the other party, during normal business hours and upon reasonable notice, Closing (iincluding pursuant to Section 6.03(e)) all Books and Records and other documents related to the Business, (ii) information related to the Business and (iii) employees (without substantial disruption of employment), in each case which are necessary or useful in connection with any audit, investigation or dispute, any litigation or investigation or any other matter requiring any such Books and Records, information or employees for any reasonable business purpose. Unless otherwise consented purpose relating to in writing their respective businesses, including the preparation or examination of Tax Returns, regulatory filings and financial statements and the conduct of any litigation or the conduct of any regulatory, contractholder, participant or other dispute resolution or Proceeding (including any Tax Claim), whether pending or threatened, and (b) maintain such books and records for examination and copying by Parent, Buyer Parent shall and shall cause Buyer, the Purchased Entities and any Seller and/or their Subsidiaries not to, respective Affiliates for a period of not less than six (6) years after following the Closing Date; provided that after such six (6)-year period, destroy, alter Purchaser shall provide Parent Seller with at least twenty (20) Business Days’ written notice prior to destroying or otherwise dispose disposing of any Books such books and Records or records at which time and at the option and expense of Parent Seller, Purchaser shall deliver such books and records to Parent Seller, rather than destroying the same. Parent Seller shall also make its representatives and personnel available on a mutually convenient basis to provide additional historical information or portions thereof related (and explanation thereof) with respect to the Business and Acquired Companies reasonably relevant to Purchaser’s preparation of its Income Tax provision relating to periods prior the Acquired Companies; provided, however, that notwithstanding anything to the Closing Date. Except contrary contained in this Agreement, none of Parent Seller or its Affiliates shall have any liability for (and Purchaser shall indemnify and hold harmless Parent Seller and its Affiliates against) any Losses arising out of or in connection with uses such Income Tax provision prepared by Purchaser. Access to such books and records shall be at Sellers’ expense, and may not unreasonably interfere with Purchaser’s or its Affiliates (including any Acquired Company’s) or any successor company’s business operations. Parent Seller may retain (i) one copy of the materials included in the virtual data room organized by Parent Seller (or its Affiliates) in connection with the transactions contemplated by this Agreement, together with a copy of all documents referred to in such materials, (ii) all internal correspondence and memoranda and valuations in connection with the sale of the Target Subsidiaries, (iii) a copy of all consolidating and consolidated financial information received pursuant and all other accounting records prepared or used in connection with the preparation of the Financial Statements and (iv) one (1) copy of all Tax Returns. For the avoidance of doubt, to the extent any provision of Section 9.02 conflicts with any provision of this Section 9.2 (the “7.05, Section 9.2 Information”) 9.02 shall be kept confidential by the party obtaining such information (the “Receiving Party”), subject to any disclosure that is required to be made by such party in order to comply with applicable Laws or the rules or regulations of any securities exchange upon which its securities are traded. Notwithstanding the foregoing, the Section 9.2 Information shall not include information that (a) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party, (b) was within the Receiving Party’s possession prior to it being furnished to such Receiving Party by Buyer (in the case of any Seller) or any Seller (in the case of Buyer), (c) becomes available to the Receiving Party on a non-confidential basis from a source other than Buyer (in the case of any Seller) or any Seller (in the case of Buyer) or (d) is independently developed by the Receiving Party without violating the Receiving Party’s obligations hereundercontrol.

Post-Closing Access. Subject Each of the Purchaser and the Company Entities shall retain the data, records, documents and other information relating to the Transition Services Acquired Assets in accordance with Section 4.14(g) of the Credit Card Program Agreement, . Each of the Supply Agreement Purchaser and the Trademark Coexistence Agreement Company Entities shall, upon reasonable notice of the other party and without limiting subject to applicable Requirements of Law relating to the obligations set forth in Section 8.1exchange of information, from and after the Closing, each party hereto agrees that it will cooperate with and make available take commercially reasonable efforts to afford to the other party, its Affiliates and its representatives reasonable access (including the right to copy), without charge, during normal business hours hours, to the Acquired Assets, the books and upon reasonable noticerecords relating thereto, any Person who maintains or controls any of the foregoing for such disclosing party or its Affiliates, all as may be reasonably requested by the requesting party or any of its Affiliates in order to enable the requesting party to (i) all Books prepare the Final Closing Statement and Records and other documents related to participate in the Business, resolution of any disputes relating thereto; (ii) information related permit the performance of any covenants required to be performed under this Agreement and the Business and Ancillary Agreements after the Closing Date by the requesting party; (iii) employees (without substantial disruption permit the preparation of employment), in each case which are necessary any Tax Return or useful in connection other document required to be filed with any auditGovernmental Authority; and (iv) respond to any proceeding or to any claim made, investigation or disputeto any request for information, by any litigation or investigation Governmental Authority or any other matter requiring Person not a party hereto or an Affiliate thereof, including any Cardholder with respect to matters that may constitute Excluded Liabilities, provided, however, that the foregoing shall not require such Books and Recordsdisclosing party to permit any inspection, or to disclose any nonpublic supervisory information for which the requesting party has not received regulatory approval to share or employees for any reasonable business purposeinformation subject to any attorney-client privilege. Unless otherwise consented to in writing by Parent, Buyer Parent shall and shall cause Buyer, To the Purchased Entities and their Subsidiaries not to, for a period of six (6) years after the Closing Date, destroy, alter or otherwise dispose of any Books and Records or information or portions thereof related to the Business and relating to periods prior to the Closing Date. Except in connection with uses contemplated by this Agreement, all information received extent that disclosure pursuant to this Section 9.2 (5.8 would reasonably be expected to result in a waiver of the “Section 9.2 Information”) shall be kept confidential attorney client privilege, upon the reasonable request by the requesting party, the disclosing party obtaining shall use commercially reasonable efforts to find a method whereby such information (may be provided to the “Receiving Party”), subject requesting party without so giving rise to any disclosure such waiver of privilege or such violation of Requirements of Law, provided, that is required the requesting party shall provide commercial reasonable cooperation as may be reasonably requested to be made by facilitate the provision of such party in order to comply with applicable Laws or the rules or regulations of any securities exchange upon which its securities are traded. Notwithstanding the foregoing, the Section 9.2 Information shall not include information that (a) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party, (b) was within the Receiving Party’s possession prior to it being furnished to such Receiving Party by Buyer (in the case of any Seller) or any Seller (in the case of Buyer), (c) becomes available to the Receiving Party on a non-confidential basis from a source other than Buyer (in the case of any Seller) or any Seller (in the case of Buyer) or (d) is independently developed by the Receiving Party without violating the Receiving Party’s obligations hereunderinformation.

Post-Closing Access. Subject to (a)For a period of seven (7) years from the Transition Services AgreementClosing Date, the Supply Agreement and the Trademark Coexistence Agreement and without limiting the obligations set forth in Section 8.1, from and after the Closing, each party hereto Xxxxx agrees that it will, and will cooperate with cause its Affiliates to, preserve and make available keep the books of accounts and financial and other records held by Xxxxx relating to the other partyoperation of the Business (including accountants’ work papers) solely with respect to the periods prior to and including the Closing. During such period, Buyer shall upon reasonable notice afford Seller or its Representatives reasonable access, at Seller’s sole expense, during normal business hours hours, to such books and upon reasonable noticerecords, in each case to the extent necessary (i) all Books and Records and other documents related to the Businessin connection with any audit or investigation of, insurance claims by, Actions or disputes involving, or governmental investigations of, Seller or any of its Affiliates, (ii) information related in order to enable the Business Seller or Seller Parent to comply with its obligations under this Agreement, any of the other Related Documents and each other agreement, document or instrument contemplated hereby or thereby or (iii) employees (without substantial disruption for any other reasonable business purpose relating to the Seller, Seller Parent or any of employment)their respective Affiliates, but excluding, in each case which are necessary ​ ​ ​ case, any dispute between the Seller, Seller Parent or useful any of their Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other hand, except as would be required by applicable Law or Order, civil process or applicable discovery rules. Notwithstanding anything to the contrary in this Agreement, Buyer shall not be required to disclose any information to Seller or its Representatives under this Section 5.7(a) (A) in connection with any audit, investigation dispute or dispute, Action between the parties with respect to this Agreement and/or any litigation or investigation or Related Documents (other than as may be required by any other matter requiring any such Books and Records, information or employees for any reasonable business purpose. Unless otherwise consented to in writing by Parent, Buyer Parent shall and shall cause Buyer, the Purchased Entities and their Subsidiaries not to, for a period court of six (6) years after the Closing Date, destroy, alter or otherwise dispose of any Books and Records or information or portions thereof related to the Business and relating to periods prior to the Closing Date. Except competent jurisdiction in connection with uses contemplated by this Agreementany such Action), all or (B) if such disclosure would, as determined in Buyer’s reasonable discretion, (x) jeopardize any attorney-client or other legal privilege or (y) contravene any applicable Law, fiduciary duty or binding agreement (provided, in each case, Buyer will use commercially reasonable efforts to provide such information in a manner that does not result in the loss or impairment of such privilege). All information received pursuant to this Section 9.2 (the “Section 9.2 Information”5.7(a) shall be kept confidential by the party obtaining such information (the “Receiving Party”), subject to any disclosure that is required to be made by such party in order to comply with applicable Laws or the rules or regulations of any securities exchange upon which its securities are traded. Notwithstanding the foregoing, the Section 9.2 Information shall not include information that (a) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party, (b) was within the Receiving Party’s possession prior to it being furnished to such Receiving Party by Buyer (in the case of any Seller) or any Seller (in the case of Buyer), (c) becomes available to the Receiving Party on a non-confidential basis from a source other than Buyer (in the case of any Seller) or any Seller (in the case of Buyer) or (d) is independently developed by the Receiving Party without violating the Receiving Party’s obligations hereunder5.1.

Post-Closing Access. Subject to the Transition Services Agreement, the Supply Agreement and the Trademark Coexistence Agreement and without limiting the obligations set forth in Section 8.1, from From and after the Closing, each party hereto agrees that it will cooperate with Buyer shall, at Seller’s expense, (i) give Seller and make available to the other partyits Representatives reasonable access, during normal business hours and upon reasonable prior notice, (i) all Books and Records and other documents related to the Businessoffices, properties and records that are Acquired Assets relating to the conduct of the Business on or before the Closing Date, (ii) furnish to Seller and its Representatives such financial and operating data and other information related relating to the conduct of the Business on or before the Closing Date, and (iii) employees (without substantial disruption cause the employees, counsel, auditors and other Representatives of employment)Buyer, to cooperate with Seller and its Representatives, in each case which are necessary or useful case, to the extent reasonably requested by Seller in connection with any auditaccounting, investigation or disputeTax, any litigation or investigation or any legal defense and other matter requiring any such Books similar needs. From and Recordsafter the Closing, information or employees for any reasonable business purpose. Unless otherwise consented to in writing by ParentSeller shall, Buyer Parent shall and shall cause Buyer, the Purchased Entities and their its Subsidiaries not to, for a period at Buyer’s expense, (A) give Buyer and its Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the offices, properties and business records of six (6) years after Seller and its Subsidiaries relating to the conduct of the Business on or before the Closing Date, destroy, alter or otherwise dispose of any Books (B) furnish to Buyer and Records or its Representatives such financial and operating data and other information or portions thereof related relating to the conduct of the Business and relating to periods prior to on or before the Closing Date. Except , and (C) cause the employees, counsel, auditors and other Representatives of Seller and its Subsidiaries to cooperate with Buyer and its Representatives, in each case, to the extent reasonably requested by Buyer in connection with uses contemplated by this Agreementaccounting, all information received pursuant to this Section 9.2 (the “Section 9.2 Information”) Tax, legal defense and other similar needs. Any such access shall be kept confidential by granted in a manner as not to unreasonably interfere with the party obtaining conduct of the business of the Party granting such information (the “Receiving Party”), subject to any disclosure that is required to be made by such party in order to comply with applicable Laws or the rules or regulations of any securities exchange upon which its securities are tradedaccess. Notwithstanding the foregoing, the Section 9.2 Information shall not include information that (a) is or becomes generally available either Party may withhold such access, as and to the public other than extent necessary to avoid contravention or waiver, as to any document or information the disclosure of which could reasonably be expected to violate any Contract or any Law or result in the waiver of any legal privilege or work-product privilege; provided that to the extent practicable and in accordance with such Contract or Law, and in a manner that does not result of a disclosure by the Receiving Party, (b) was within the Receiving Party’s possession prior to it being furnished to such Receiving Party by Buyer (in the case waiver of any Seller) such privilege, such Party shall make reasonable and appropriate substitute disclosure arrangements under circumstances in which these restrictions apply; provided further, that nothing in this Section 6.3 shall limit in any respect any rights any Party may have with respect to discovery or the production of documents or other information in connection with any Seller (in the case of Buyer), (c) becomes available to the Receiving Party on a non-confidential basis from a source other than Buyer (in the case of any Seller) or any Seller (in the case of Buyer) or (d) is independently developed by the Receiving Party without violating the Receiving Party’s obligations hereunderlitigation.

Post-Closing Access. Subject (a) Buyer shall, for a period of seven (7) years following the Closing Date, retain all business records constituting part of the Acquired Assets, and during normal business hours shall provide Seller and its designees and representatives with such access to the Transition Services books and records of Seller included among the Acquired Assets 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 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 books and records. Seller shall, 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 Supply Agreement books and records of Seller so retained as may be reasonably requested by Buyer for the Trademark Coexistence Agreement limited purpose of conducting the Business conducted by Buyer following the Closing and without limiting the for complying with Buyer’s obligations set forth in Section 8.1under applicable Tax, from employment and after the Closingother Laws. Buyer and its designees shall be entitled, each at Buyer’s expense, to make extracts and copies of such books and records. Each party hereto agrees that it will cooperate with and make available shall not, during such period, destroy or cause or permit to be destroyed any of such material books or records without first obtaining the consent of the other party, during normal business hours party hereto (or providing to such other party notice of such intent and upon a reasonable notice, opportunity to copy such books or records at least thirty (i30) all Books and Records and other documents related to the Business, (ii) information related to the Business and (iii) employees (without substantial disruption of employment), in each case which are necessary or useful in connection with any audit, investigation or dispute, any litigation or investigation or any other matter requiring any such Books and Records, information or employees for any reasonable business purpose. Unless otherwise consented to in writing by Parent, Buyer Parent shall and shall cause Buyer, the Purchased Entities and their Subsidiaries not to, for a period of six (6) years after the Closing Date, destroy, alter or otherwise dispose of any Books and Records or information or portions thereof related to the Business and relating to periods days prior to the Closing Date. Except in connection with uses contemplated by this Agreement, all information received pursuant to this Section 9.2 (the “Section 9.2 Information”) shall be kept confidential by the party obtaining such information (the “Receiving Party”destruction), subject to any disclosure that is required to be made by such party in order to comply with applicable Laws or the rules or regulations of any securities exchange upon which its securities are traded. Notwithstanding the foregoing, the this Section 9.2 Information 7.2.3(a) shall not include information that (a) is require either party to permit the other party access to books and records or becomes generally available permit the other party to make copies and extracts of books and records to the public extent doing so would be reasonably likely to result in a waiver of privilege, but such party shall use its commercially reasonable efforts to permit the other than as party such access and permit the other party to make such copies and extracts in a result of a disclosure by the Receiving Party, (b) was within the Receiving Party’s possession prior to it being furnished to such Receiving Party by Buyer (in the case of any Seller) or any Seller (in the case of Buyer), (c) becomes available to the Receiving Party on a non-confidential basis from a source other than Buyer (in the case of any Seller) or any Seller (in the case of Buyer) or (d) is independently developed by the Receiving Party without violating the Receiving Party’s obligations hereundermanner that would not waive privilege.