Common use of Retention of Records; Post-Closing Access to Records Clause in Contracts

Retention of Records; Post-Closing Access to Records. (a) Notwithstanding anything to the contrary contained in this Agreement, WTGS TV, the Seller and their Affiliates may retain and use, at their own expense, copies of all documents or materials transferred hereunder, in each case, which (i) are used in connection with the businesses of WTGS TV, the Seller or their Affiliates, other than the operation of the Station, (ii) WTGS TV, the Seller or any of their Affiliates in good faith determines that it is reasonably likely to need access to in connection with the defense (or any counterclaim, cross-claim or similar claim in connection therewith) of any Action against or by WTGS TV, the Seller or any of their Affiliates pending or threatened as of the Closing Date, or (iii) WTGS TV, the Seller or any of their Affiliates in good faith determines it is reasonably likely to need access to in connection with any filing, report, or investigation to or by any Governmental Authority subject, in the case of clauses (ii) and (iii), to the reasonable agreement of the parties as to maintaining the confidentiality of any such materials and information.

Retention of Records; Post-Closing Access to Records. (a) Notwithstanding anything to the contrary contained in this Agreement, WTGS TVXxxxxxxx, the Seller Tribune and their respective Affiliates may retain and use, at their own expense, copies of all documents or materials transferred hereunder, in each case, which (i) are used in connection with the businesses of WTGS TVXxxxxxxx, the Seller Tribune or their respective Affiliates, other than the operation of the StationStations, (ii) WTGS TVXxxxxxxx, the Seller Tribune or any of their respective Affiliates in good faith determines that it is reasonably likely to need access to in connection with the defense (or any counterclaim, cross-claim or similar claim in connection therewith) of any Action Proceeding against or by WTGS TVXxxxxxxx, the Seller Tribune or any of their respective Affiliates pending or threatened as of the Closing DateDate (other than a dispute with Buyer), or (iii) WTGS TVXxxxxxxx, the Seller Tribune or any of their respective Affiliates in good faith determines it is reasonably likely to need access to in connection with any filing, report, or investigation to or by any Governmental Authority subject, in the case of clauses (ii) and (iii), to the reasonable agreement of the parties as to maintaining the confidentiality of any such materials and information.