Common use of Post-Closing Access Clause in Contracts

Post-Closing Access. From and after the Closing, the Purchaser shall, and shall cause the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings to, provide the Sellers and their authorized representatives with reasonable access (for the purpose of examining and copying), during normal business hours, to the books and records of the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings in such form as existed as of the Closing (i) in connection with any matter relating to or arising out of this Agreement or the transactions contemplated hereby (for example, in connection with the calculation of amounts under Section 11.08) or with respect to periods or occurrences prior to or on the Closing Date, to the extent and only to the extent needed for regulatory, financial reporting, Tax or audit purposes or in connection with a claim asserted against a Seller by a Person other than the Purchaser, or (ii) in connection with any claim by the Purchaser for indemnification pursuant to Section 9.02(a) or 9.02(b) or any Third Party Claim; provided, that (A) any such access pursuant to this clause (ii) shall be limited to that information that is reasonably related to the subject matter of such claim, (B) access shall not be permitted to information that is subject to a confidentiality obligation existing as of the date hereof in favor of a third party (provided, that, the Purchaser will have used commercially reasonable efforts to obtain a waiver of such restriction) or privilege, (C) such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries, (D) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and the information sought and (E) nothing herein shall require the Company, the Purchaser or any of their respective Affiliates to provide access to or to disclose any information if such access or disclosure would be in violation of applicable Laws; provided further that if the Purchaser or the Representative or any Seller Indemnified Party files a claim or other Action with a court, arbitrator or other judicial body of competent jurisdiction with respect to such claim for indemnification, none of the Purchaser or its Affiliates (including the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings) shall thereafter have any obligation to provide pursuant to this Section 7.01 any access or information with respect to the matter which is the subject of such indemnification claim (or any related matters). Unless otherwise consented to in writing by the Representative, the Purchaser shall not, and shall not permit the Company or any of its Subsidiaries or the Blocker Entity or Trilogy Holdings to, for a period of four (4) years following the Closing Date, destroy, alter or otherwise dispose of any of the material books and records of the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings for any period prior to or on the Closing Date without first giving reasonable prior notice to the Representative and offering to surrender to the Representative (at the Representative’s sole cost and expense) such material books and records or any portion thereof which are intended to be destroyed, altered or disposed of.

Post-Closing Access. From and after The Purchaser shall upon reasonable notice afford to the ClosingSellers, the Purchaser shall, and shall cause the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings to, provide the Sellers their Affiliates and their authorized representatives with reasonable access (for including the purpose of examining and copyingright to copy), without charge, during normal business hours, to the books Acquired Assets, the Books and records Records relating thereto, any employee and any third party who maintains or controls any of the Company and foregoing for the Purchaser or its Subsidiaries, all as may be reasonably requested by the Blocker Entity and Trilogy Holdings Parent or any of its Affiliates in such form as existed as of order to enable the Closing Sellers to (i) prepare the Final Closing Statement and participate in connection the resolution of any disputes relating thereto; (ii) permit the performance of any covenants required to be performed under this Agreement and the Ancillary Agreements after the Closing Date by the Sellers; (iii) permit the preparation of any Tax Return or other document required to be filed with any matter relating Governmental Authority; (iv) respond to any proceeding or arising out to any claim made, or to any request for information, by any Governmental Authority or any other Person, including any Cardholder with respect to matters that may constitute Excluded Liabilities; and (v) permit the processing of or response to any claim made under this Agreement or the transactions contemplated hereby (for exampleAncillary Agreements, and the Purchaser shall reasonably cooperate with the Sellers, if requested, in connection with the calculation of amounts under Section 11.08) or with respect to periods or occurrences prior to or on foregoing. Without limiting the Closing Dateforegoing, to the extent it is acknowledged and only to the extent needed for regulatoryagreed that, financial reporting, Tax or audit purposes or in connection with a claim asserted against a Seller by a Person other than the Purchaser, or (ii) in connection with any claim performance by the Purchaser for indemnification pursuant to Section 9.02(a) or 9.02(b) or any Third Party Claim; provided, that (A) any such access pursuant to this clause (ii) shall be limited to that information that is reasonably related to the subject matter Parent of such claim, (B) access shall not be permitted to information that is subject to a confidentiality obligation existing as of the date hereof in favor of a third party (provided, that, the Purchaser will have used commercially reasonable efforts to obtain a waiver of such restriction) or privilege, (C) such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries, (D) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and the information sought and (E) nothing herein shall require the Company, the Purchaser or any of their respective Affiliates to provide access to or to disclose any information if such access or disclosure would be in violation of applicable Laws; provided further that if the Purchaser or the Representative or any Seller Indemnified Party files a claim or other Action with a court, arbitrator or other judicial body of competent jurisdiction with respect to such claim for indemnification, none of the Purchaser or its Affiliates (including the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings) shall thereafter have any obligation to provide pursuant to this Section 7.01 any access or information servicing obligations with respect to the matter which is Accounts following the subject of such indemnification claim (or any related matters). Unless otherwise consented Closing Date pursuant to in writing the Servicing Agreement, the Books and Records shall be maintained and utilized by the Representative, the Purchaser shall not, Parent and its Affiliates in such capacity and shall not permit the Company or any of its Subsidiaries or the Blocker Entity or Trilogy Holdings to, for be physically delivered to a period of four (4) years following the Closing Date, destroy, alter or otherwise dispose of any of the material books and records of the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings for any period prior to or on the Closing Date without first giving reasonable prior notice to the Representative and offering to surrender to the Representative (new location at the Representative’s sole cost and expense) such material books and records or any portion thereof which are intended to be destroyed, altered or disposed ofClosing.

Post-Closing Access. From Buyer, on the one hand, and the Sellers, on the other hand, agree to retain for a period of six years after the Closing, the Purchaser shall, Closing Date any and shall cause the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings to, provide the Sellers and their authorized representatives with reasonable access (for the purpose of examining and copying), during normal business hours, to the all books and records relating to the Assets, liabilities and business of the Company and its SubsidiariesSubsidiaries that exist on, or existed prior to, the Blocker Entity Closing Date and Trilogy Holdings in such form as existed as of the Closing (i) in connection with any matter relating that are related to or arising out of this Agreement or the transactions contemplated hereby hereby. In the event any of such parties needs access to such books and records for the purposes of (for examplea) responding to any inquiries of any Governmental Authority, in connection with the calculation of amounts under Section 11.08(b) or with respect to periods or occurrences prior to or on the Closing Date, to the extent preparing tax returns and only to the extent needed for regulatory, financial reporting, Tax or audit purposes or in connection with a claim asserted against a Seller by a Person other than the Purchaserstatements, or (ii) in connection with any claim by the Purchaser for indemnification pursuant to Section 9.02(a) or 9.02(b) or any Third Party Claim; provided, that (Ac) any such access pursuant to this clause other similar business purpose (ii) shall be limited to that information that is reasonably related to the subject matter including, without limitation, effecting a registration of such claim, (B) access shall not be permitted to information that is subject to a confidentiality obligation existing as any securities of the date hereof in favor of a third party (provided, that, the Purchaser will have used commercially reasonable efforts to obtain a waiver of such restriction) or privilege, (C) such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries, (D) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and the information sought and (E) nothing herein shall require the Company, the Purchaser or any of their respective Affiliates to provide access to or to disclose any information if such access or disclosure would be in violation of applicable Laws; provided further that if the Purchaser or the Representative or any Seller Indemnified Party files a claim or other Action with a court, arbitrator or other judicial body of competent jurisdiction with respect to such claim for indemnification, none of the Purchaser or its Affiliates (including the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings) shall thereafter have any obligation to provide pursuant to this Section 7.01 any access or information with respect to the matter which is the subject of such indemnification claim (or any related matters). Unless otherwise consented to in writing by the Representative, the Purchaser shall not, and shall not permit the Company or any of its Subsidiaries or under the Blocker Entity or Trilogy Holdings toSecurities Act), for a period of four (4) years following the Closing Date, destroy, alter or otherwise dispose of any each of the material parties will allow authorized representatives of the other parties access to such books and records upon reasonable notice during normal business hours for the sole purpose of obtaining information for use as aforesaid and will permit the other parties to make such extracts and copies thereof as may be necessary and, if required for such purpose, to have access to and possession of original documents. Upon request, each of the Company parties shall provide the authorized representatives of the other parties with reasonable assistance and its Subsidiariesguidance in connection with the retrieval, organization and review of such records. Each of the Blocker Entity and Trilogy Holdings for parties shall maintain such records during such six-year period in the format (electronic or otherwise) in which such records are currently maintained. After expiration of such six-year period, each of the parties shall have the right to cause the disposition of any period prior to or on the Closing Date without first giving reasonable prior notice to the Representative and offering to surrender to the Representative (at the Representative’s sole cost and expense) such material books and records in its possession, but shall do so only upon providing the other parties with 30 days advance written notice. Each of the parties shall have the right, at its own expense within 30 days after its receipt of such notice, to make copies or any portion extracts of such books and records, or to obtain the originals thereof which are intended to be destroyed, altered or disposed offor its own use.

Post-Closing Access. From and after (a) In connection with any matter relating to any period prior to or ending on the ClosingClosing Date, the Purchaser PURCHASER shall, and shall cause upon the Company request of SELLER, permit SELLER and its Subsidiaries, the Blocker Entity and Trilogy Holdings to, provide the Sellers and their authorized representatives with full access at all reasonable access (for the purpose of examining and copying), during normal business hours, times to the books and records of each ▇▇▇▇▇ Company, to the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings extent that such access is reasonably required by SELLER in such form as existed as of the Closing connection with (i) the preparation of any required Returns or financial reports or (ii) any claim, litigation, audit or investigation or any other proper purpose arising out of such party's ownership of the ▇▇▇▇▇ Companies, provided that the foregoing shall be done in a manner so as not to interfere unreasonably with the conduct of the business of PURCHASER, BBM or the ▇▇▇▇▇ Companies, and SELLER agrees to execute any non-disclosure/confidentiality agreement with respect thereto that PURCHASER may reasonably request. PURCHASER shall, or shall cause each ▇▇▇▇▇ Company, to retain such books and records in accordance with the PURCHASER's normal record retention policies and as otherwise required by law or applicable regulations. (b) In connection with any matter relating to or arising out of this Agreement or the transactions contemplated hereby (for example, in connection with the calculation of amounts under Section 11.08) or with respect to periods or occurrences any period prior to or ending on the Closing Date, SELLER shall, upon the request of PURCHASER, permit PURCHASER and its representatives full access at all reasonable times to the books and records of SELLER, to the extent and only to the extent needed for regulatory, financial reporting, Tax or audit purposes or that such access is reasonably required by PURCHASER in connection with a claim asserted against a Seller by a Person other than (i) the Purchaser, preparation of any required Returns or financial reports or (ii) in connection with any claim by the Purchaser for indemnification pursuant to Section 9.02(a) claim, litigation, audit or 9.02(b) investigation or any Third Party Claim; provided, other proper purpose arising out of such party's ownership of the ▇▇▇▇▇ Companies provided that (A) any such access pursuant to this clause (ii) the foregoing shall be limited done in a manner so as not to that information that is reasonably related to interfere unreasonably with the subject matter of such claim, (B) access shall not be permitted to information that is subject to a confidentiality obligation existing as conduct of the date hereof in favor business of a third party (providedSELLER, that, the Purchaser will have used commercially reasonable efforts and PURCHASER agrees to obtain a waiver of such restriction) or privilege, (C) such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries, (D) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the execute any non-disclosure/ confidentiality of the transactions contemplated by this Agreement and the information sought and (E) nothing herein shall require the Company, the Purchaser or any of their respective Affiliates to provide access to or to disclose any information if such access or disclosure would be in violation of applicable Laws; provided further that if the Purchaser or the Representative or any Seller Indemnified Party files a claim or other Action with a court, arbitrator or other judicial body of competent jurisdiction agreement with respect to such claim for indemnification, none of the Purchaser or its Affiliates (including the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings) shall thereafter have any obligation to provide pursuant to this Section 7.01 any access or information with respect to the matter which is the subject of such indemnification claim (or any related matters). Unless otherwise consented to in writing by the Representative, the Purchaser shall not, and shall not permit the Company or any of its Subsidiaries or the Blocker Entity or Trilogy Holdings to, for a period of four (4) years following the Closing Date, destroy, alter or otherwise dispose of any of the material books and records of the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings for any period prior to or on the Closing Date without first giving reasonable prior notice to the Representative and offering to surrender to the Representative (at the Representative’s sole cost and expense) such material books and records or any portion thereof which are intended to be destroyed, altered or disposed ofthereto that SELLER may reasonably request.

Post-Closing Access. From Upon reasonable prior notice, subject to applicable Requirements of Law relating to the exchange of information, and after to the Closingextent such access does not interfere with the business of the Purchaser, the Purchaser shallwill permit the Seller, and shall cause the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings to, provide the Sellers Affiliates and their authorized representatives with reasonable access (for including the purpose of examining and copyingright to copy), without charge, during normal business hours, to the books Acquired Assets, the Books and records Records conveyed hereunder, and any third party who maintains or controls any of the Company and foregoing for the Purchaser or its Subsidiaries, all as may be reasonably requested by the Blocker Entity and Trilogy Holdings Seller or any Affiliate in such form as existed as of order to enable the Closing Seller to (i) in connection perform any covenants required to be performed under this Agreement and the Ancillary Agreements after the Closing Date by them; (ii) permit the preparation of any Tax Return or other document required to be filed with any matter relating Governmental Authority; (iii) respond to any Action by any Governmental Authority or arising out any other Person, including any Cardholder with respect to matters that may constitute Excluded Liabilities; and (iv) permit the processing of or response to any claim made under this Agreement or the transactions contemplated hereby (for exampleAncillary Agreements, and the Purchaser shall reasonably cooperate with the Seller and any such Affiliates, if requested, in connection with the calculation foregoing; provided, however that the foregoing shall not (a) require the Purchaser to permit any inspection, or to disclose any information, that in its reasonable judgment would result in the disclosure of amounts under Section 11.08) any trade secrets of third parties or trade secrets of the Purchaser or its Affiliates unrelated to the Acquired Assets or violate any obligations of the Purchaser to any third party with respect to periods or occurrences prior to or on the Closing Date, to the extent and only to the extent needed for regulatory, financial reporting, Tax or audit purposes or in connection with a claim asserted against a Seller by a Person other than the Purchaser, or (ii) in connection with any claim by confidentiality if the Purchaser for indemnification pursuant to Section 9.02(a) or 9.02(b) or any Third Party Claim; provided, that (A) any such access pursuant to this clause (ii) shall be limited to that information that is reasonably related to the subject matter of such claim, (B) access shall not be permitted to information that is subject to a confidentiality obligation existing as of the date hereof in favor of a third party (provided, that, the Purchaser will have used commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure, or (b) require any disclosure by the Purchaser that could, as a result of such disclosure, have the effect of causing the waiver of such restriction) or any attorney-client privilege, (C) such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries, (D) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and the information sought and (E) nothing herein shall require the Company, the Purchaser or any of their respective Affiliates to provide access to or to disclose any information if such access or disclosure would be in violation of applicable Laws; provided further that if the Purchaser or the Representative or any Seller Indemnified Party files a claim or other Action with a court, arbitrator or other judicial body of competent jurisdiction with respect to such claim for indemnification, none of the Purchaser or its Affiliates (including the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings) shall thereafter have any obligation to provide pursuant to this Section 7.01 any access or information with respect to the matter which is the subject of such indemnification claim (or any related matters). Unless otherwise consented to in writing by the Representative, the Purchaser shall not, and shall not permit the Company or any of its Subsidiaries or the Blocker Entity or Trilogy Holdings to, for a period of four (4) years following the Closing Date, destroy, alter or otherwise dispose of any of the material books and records of the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings for any period prior to or on the Closing Date without first giving reasonable prior notice to the Representative and offering to surrender to the Representative (at the Representative’s sole cost and expense) such material books and records or any portion thereof which are intended to be destroyed, altered or disposed of.

Post-Closing Access. From (a) For a period of seven (7) years from the Closing Date, ▇▇▇▇▇ agrees that it will, and after will cause its Affiliates to, preserve and keep the books of accounts and financial and other records held by ▇▇▇▇▇ relating to the operation of the Business (including accountants’ work papers) solely with respect to the periods prior to and including the Closing. During such period, the Purchaser shallBuyer shall upon reasonable notice afford Seller or its Representatives reasonable access, and shall cause the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings to, provide the Sellers and their authorized representatives with reasonable access (for the purpose of examining and copying)at Seller’s sole expense, during normal business hours, to the such books and records of records, in each case to the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings in such form as existed as of the Closing extent necessary (i) in connection with any matter audit or investigation of, insurance claims by, Actions or disputes involving, or governmental investigations of, Seller or any of its Affiliates, (ii) in order to enable the 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) for any other reasonable business purpose relating to the Seller, Seller Parent or arising out any of this Agreement or the transactions contemplated hereby (for exampletheir respective Affiliates, but excluding, in connection with each ​ ​ ​ case, any dispute between the calculation Seller, Seller Parent or any of amounts under Section 11.08) or with respect to periods or occurrences prior to or their Affiliates, on the Closing Dateone 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 extent and only contrary in this Agreement, Buyer shall not be required to the extent needed for regulatory, financial reporting, Tax disclose any information to Seller or audit purposes or in connection with a claim asserted against a Seller by a Person other than the Purchaser, or its Representatives under this Section 5.7(a) (iiA) in connection with any claim dispute or Action between the parties with respect to this Agreement and/or any Related Documents (other than as may be required by the Purchaser for indemnification pursuant to Section 9.02(a) or 9.02(b) or any Third Party Claim; provided, that (A) court of competent jurisdiction in connection with any such access pursuant to this clause (ii) shall be limited to that information that is reasonably related to the subject matter of such claimAction), or (B) access shall not be permitted to information that is subject to a confidentiality obligation existing if such disclosure would, as of the date hereof determined in favor of a third party 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, thatin each case, the Purchaser Buyer will have used use commercially reasonable efforts to obtain provide such information in a waiver manner that does not result in the loss or impairment of such restrictionprivilege). All information received pursuant to this Section 5.7(a) shall be subject to Section 5.1. (b) For a period of seven (7) years from the Closing Date, Seller agrees that it will, and will cause its Affiliates to, preserve and keep the books of accounts and financial and other records held by Seller relating to the operation of the Business (including accountants’ work papers) solely with respect to the periods prior to and including the Closing. During such period, Seller shall upon reasonable notice afford Buyer or privilegeits Representatives reasonable access, at Buyer’s sole expense, during normal business hours, to such books and records in each case to the extent necessary (i) in connection with any audit or investigation of, insurance claims by, Actions or disputes involving, or governmental investigations of, Buyer or any of its Affiliates, (Cii) such access does not unreasonably interfere in order to enable Buyer to comply with the normal operations its obligations under this Agreement, any of the Company other Related Documents and each other agreement, document or instrument contemplated hereby or thereby or (iii) for any other reasonable business purpose relating to Buyer or any of its SubsidiariesAffiliates, (D) such access shall occur but excluding, in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and the information sought and (E) nothing herein shall require the Companyeach case, the Purchaser any dispute between Seller, Seller Parent or any of their respective Affiliates 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 provide access to or the contrary in this Agreement, Seller shall not be required to disclose any information if such access to Buyer or disclosure would its Representatives under this Section 5.7(b) (A) in connection with any dispute or Action between the parties with respect to this Agreement and/or any Related Documents (other than as may be in violation of applicable Laws; provided further that if the Purchaser or the Representative or required by any Seller Indemnified Party files a claim or other Action with a court, arbitrator or other judicial body court of competent jurisdiction in connection with respect to any such claim for indemnificationAction), none of the Purchaser or its Affiliates (including the Company and its SubsidiariesB) if such disclosure would, the Blocker Entity and Trilogy Holdingsas determined in Seller’s reasonable discretion, (x) shall thereafter have jeopardize any obligation attorney-client or other legal privilege or (y) contravene any applicable Law, fiduciary duty or binding agreement (provided, in each case, Seller 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 7.01 any access or information with respect 5.7(b) shall be subject to the matter which is the subject of such indemnification claim (or any related matters). Unless otherwise consented to in writing by the Representative, the Purchaser shall not, and shall not permit the Company or any of its Subsidiaries or the Blocker Entity or Trilogy Holdings to, for a period of four (4) years following the Closing Date, destroy, alter or otherwise dispose of any of the material books and records of the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings for any period prior to or on the Closing Date without first giving reasonable prior notice to the Representative and offering to surrender to the Representative (at the Representative’s sole cost and expense) such material books and records or any portion thereof which are intended to be destroyed, altered or disposed ofSection 5.1.