Access; Enforcement; Record Retention. From and after the Closing, upon request by any Party (the “Requesting Party”), the other Parties will, and will cause its employees to, permit such Requesting Party and its Representatives to have reasonable access during normal business hours, and in a manner so as not to interfere unreasonably with the normal business operations of such Party, to all premises, properties, personnel, books and records, and Contracts or Leases of such Party for the purposes of (a) monitoring or enforcing rights or obligations under this Agreement or any of the Related Agreements, (b) complying with the requirements of any Governmental Authority, and (c) otherwise providing such reasonable assistance and cooperation as may be requested by Buyer from time to time prior to the Closing Date to reasonably facilitate the transition of the E-Commerce Business; provided, however, that, for avoidance of doubt, the foregoing shall not require a Party to take any such action if (i) such action would reasonably be expected to result in a waiver or breach of any attorney/client privilege, (ii) such action would reasonably be expected to result in violation of applicable Law, or (iii) providing such access or information would be reasonably expected to be materially disruptive to its normal business operations. Without limiting the generality of the foregoing, from and after the Closing, Buyer will provide Sellers (at no added cost or expense to Buyer) with reasonable assistance, support and cooperation with Sellers’ wind-down and related activities (e.g., helping to locate documents or information related to prosecution or processing of insurance/benefit claims); provided that such assistance, support and cooperation does not interfere unreasonably with the normal business operations of Buyer. Buyer agrees to maintain the files or records which are contemplated by the first sentence of this Section 6.2 in a manner consistent in all material respects with its document retention and destruction policies, as in effect from time to time, for six (6) years following the Closing.
Access; Enforcement; Record Retention. From and after the Closing, upon request by Buyer, Seller will permit Buyer and its Representatives to have reasonable access during normal business hours, and in a manner so as not to interfere unreasonably with the normal business operations of Seller, to all premises, properties, management, personnel, accountants, attorneys, other advisors and books and records (including books and records related to Taxes paid or payable by Seller) and Contracts of or related to the MYO-T12 Activities, the Acquired Assets or the Assumed Liabilities; provided, however, that, for avoidance of doubt, the foregoing shall not require Seller to take any such action if it (a) may result in a waiver or breach of any attorney/client privilege, (b) could reasonably be expected to result in violation of applicable law, or (c) providing such access or information would be reasonably expected to be disruptive to its operations. Without limiting the generality of the immediately preceding sentence, such reasonable access may be for the purposes of (i) preparing Tax Returns, (ii) monitoring or enforcing rights or obligations of Buyer under this Agreement or any of the Related Agreements, or (iii) complying with the requirements of any Governmental Authority. Seller agrees to maintain the files or records which are contemplated by the first sentence of this Section 6.3 in a manner consistent in all material respects with its document retention and destruction policies, as in effect from time to time, for seven years following the Closing.
Access; Enforcement; Record Retention. From and after the Closing, upon request by any Party, each other Party will (a) permit the requesting Party and its Representatives to have reasonable access during normal business hours, and in a manner so as not to interfere unreasonably with the normal business operations of the other Party, to all premises, properties, personnel, Records and Contracts of or related to the Business, the Acquired Equity, the Acquired Assets or the Assumed Liabilities and (b) provide the other Party with copies of any documentation or records (including in the case of a request from the Buyer, any Excluded Records to the extent relating to the Business) reasonably requested by the other Party within a reasonable period of time of the request; provided, however, that, for avoidance of doubt, the foregoing will not require any Person to take any such action if it (x) may result in a waiver or breach of any attorney/client privilege, (y) could reasonably be expected to result in violation of applicable law, or (z) providing such access or information would be reasonably expected to be unreasonably disruptive to its operations. Without limiting the generality of the immediately preceding sentence, such reasonable access may be for the purposes of (a) preparing Tax Returns, (b) monitoring or enforcing rights or obligations of any Party under this Agreement or any of the Related Agreements, or (c) complying with the requirements of any Governmental Authority. Each Party agrees to maintain the files or records which are contemplated by the first sentence of this Section 6.4 in a manner consistent in all material respects with its document retention and destruction policies, as in effect from time to time, for six years following the Closing or such longer period as may be required by applicable law.
Access; Enforcement; Record Retention. From and after the Closing, upon request by any Party (the “Requesting Party”), the other Parties will permit such Requesting Party and its Representatives to have reasonable access during normal business hours, and in a manner so as not to interfere unreasonably with the normal business operations of such Party, to all premises, properties, personnel, books and records, and Contracts or Leases of such Party for the purposes of (a) preparing Tax Returns, (b) monitoring or enforcing rights or obligations under this Agreement or any of the Related Agreements, or (c) complying with the requirements of any Governmental Authority; provided, however, that, for avoidance of doubt, the foregoing shall not require a Party to take any such action if (i) such action may result in a waiver or breach of any attorney/client privilege, (ii) such action could reasonably be expected to result in violation of applicable law, or (iii) providing such access or information would be reasonably expected to be disruptive to its normal business operations. Buyers agree to maintain the files or records which are contemplated by the first sentence of this Section 6.2 in a manner consistent in all material respects with its document retention and destruction policies, as in effect from time to time, for six (6) years following the Closing.
Access; Enforcement; Record Retention. From and after the Closing, upon the written request by any Seller, Buyer will permit Sellers and their Representatives to have reasonable access during normal business hours, and in a manner so as not to interfere unreasonably with the normal business operations of Buyer, to such premises, properties, personnel, books and records, and Contracts of or related to the Acquired Assets or the Assumed Liabilities for the purposes of (a) preparing Tax Returns, (b) complying with the requirements of any Governmental Authority, or (c) reasonably required by Sellers in connection with the wind- down of the Bankruptcy Cases; provided, however, that, for avoidance of doubt, the foregoing shall not require Buyer to take any such action if (i) such action may result in a waiver or breach of any attorney/client privilege, or (ii) such action could reasonably be expected to result in violation of applicable Law. Buyer agrees to maintain the files or records which are contemplated by the first sentence of this Section 6.2 in a manner consistent with its document retention and destruction policies, as in effect from time to time, for three (3) years following the Closing.
Access; Enforcement; Record Retention. From and after each Applicable Closing, upon written request by any Seller, Buyer will permit Sellers and their Representatives to have reasonable access during normal business hours, and in a manner so as not to interfere unreasonably with the normal business operations of Buyer, to all premises, properties, personnel, books and records, and Contracts of or related to the Transferred Assets or the Assumed Liabilities for the purposes of (a) preparing Tax Returns and in connection with any audit with respect to any Taxes or (b) complying with the requirements of any Governmental Authority; provided, however, that, for avoidance of doubt, the foregoing shall not require Buyer to take any such action if (i) such action may result in a waiver or breach of any attorney/client privilege, (ii) such action could reasonably be expected to result in violation of applicable Law, or (iii) providing such access or information would reasonably be expected to be disruptive to its normal business operations. Buyer agrees to maintain the files or records which are contemplated by the first sentence of this Section 6.2 in a manner consistent in all material respects with its document retention and destruction policies, as in effect from time to time, for [***] years following each Applicable Closing.
Access; Enforcement; Record Retention. From and after the Closing, upon request by any Party, the other Party will permit the requesting Party and their Representatives to have reasonable access during normal business hours, and in a manner so as not to interfere unreasonably with the normal business operations of the non-requesting Party, to all premises, properties, personnel, books and records (including source documents), and Contracts of or related to the Acquired Assets or the Assumed Liabilities for any reasonable business purpose, including (a) preparing Tax Returns and in connection with any audit with respect to any Taxes, (b) monitoring or enforcing rights or obligations of any Seller under this Agreement or any of the Related Agreements, or (c) complying with the requirements of any Governmental Authority; provided, however, that, for avoidance of doubt, the foregoing shall not require the non-requesting Party to take any such action if (i) such action may result in a waiver or breach of any attorney/client privilege, (ii) such action could reasonably be expected to result in violation of applicable Law, or (iii) providing such access or information would reasonably be expected to be disruptive to its normal business operations provided, however, that Sellers’ obligations under this Section 6.2 shall terminate upon the conclusion of the Bankruptcy Cases. Buyer agrees to maintain the files or records which are contemplated by the first sentence of this Section 6.2 in a manner consistent in all material respects with its document retention and destruction policies, as in effect from time to time, for six (6) years following the Closing. 39
Access; Enforcement; Record Retention. From and after the Closing, and without limiting Section 5.11(c), upon request by any Party, each other Party will permit the requesting Party and its Representatives to have reasonable access during normal business hours, and in a manner so as not to interfere unreasonably with the normal business operations of the other Party (and in the case of Buyer, Holdings), to all premises, properties, personnel, Records and Contracts of or related to the Business, the Contributed Assets, the China Business Assets, the Assumed Liabilities, the China Assumed Liabilities, Holdings, Newco or any Newco Subsidiary; provided, however, that, for the avoidance of doubt, the foregoing shall not require any Person to take any such action if it (x) may result in a waiver or breach of any attorney/client privilege, (y) could reasonably be expected to result in violation of applicable law, or (z) providing such access or information would be reasonably expected to be unreasonably disruptive to its operations. Without limiting the generality of the immediately preceding sentence, such reasonable access may be for the purposes of (i) monitoring or enforcing rights or obligations of any Party under this Agreement or any of the Related Agreements, or (ii) complying with the requirements of any Governmental Authority. Each Party agrees to maintain, and cause its Subsidiaries to maintain, the files or records which are contemplated by the first sentence of this Section 6.5 in a manner consistent in all material respects with its document retention and destruction policies, as in effect from time to time, for six (6) years following the Closing.
