Access After Closing. (a) Purchaser and Seller agree to retain all accounting (including, without limitation, accountants' work papers), business, financial and tax records in their possession (i) relating to the Purchased Assets in existence on the Closing Date and either sold to Purchaser hereunder, or (ii) coming into existence after the Closing Date which relate to the Purchased Assets for pre-Closing periods, in each case for a period of three years from the Closing Date, provided that, after such date, each party shall make reasonable arrangements for the other party's continued access to such records. In addition, from and after the Closing Date, Purchaser and Seller agree that, subject to receiving appropriate assurances of confidentiality and restrictions on use, they will not unreasonably withhold access by the other party and its attorneys, accountants and other representatives (after reasonable notice and during normal business hours), to such personnel, books, records and documents relating to the Purchased Assets as the other party may reasonably deem necessary to properly prepare for, file, prove, answer, prosecute and/or defend any financial statements, tax return, filing, audit, judicial or administrative proceeding, protest, claim, suit, inquiry or other proceeding.
Access After Closing. Each party shall retain for a period of six (6) years following Closing all books and records within its possession or control which it is permitted hereby to retain and which relate to the operation and conduct of the Business prior to Closing. Each party shall provide to the other party and its representatives reasonable access during normal business hours to copies of all such books and records upon request by the other party hereto.
Access After Closing. For a period of two (2) years after the Effective Date, Sellers shall have reasonable access to all of the records, books and documents of Buyers related to the Companies and the Projects to the extent that such access may reasonably be required in connection with matters relating to or affected by the operations of any Company or Project prior to the Effective Date (including, without limitation, liabilities with respect to Taxes and Sellers’ use of tax credits available to them pursuant to 26 U.S.C. § 45). Such access shall be afforded upon receipt of reasonable advance notice and during normal business hours. Sellers shall be solely responsible for any costs or expenses incurred by them or Buyers pursuant to this Section 8.2. If any Buyer shall desire to dispose of any records, books or documents that may relate to operations of any Company or Projects before the Closing prior to the expiration of such two-year period, such Buyer shall, prior to such disposition, give Sellers a reasonable opportunity, at Sellers’ expense, to segregate and remove such records, books or documents as Sellers may select. Purchase and Sale Agreement
Access After Closing. On and after the Closing Date, except as may be deemed appropriate to ensure compliance with any Applicable Laws (including, without limitation any requirements with respect to security clearance), and subject to any applicable privileges (including, without limitation, the attorney-client privilege), LM will afford (and will cause its Subsidiaries to afford) to GE and its Representatives reasonable access to the books and records of LM and its Subsidiaries relating to any of the Businesses or the Equity Securities (including, without limitation, LM's or any Subsidiary's employees and auditors with knowledge of any of the Businesses or the Equity Securities) during normal business hours and upon reasonable prior notice to permit GE to determine any matter relating to its rights and obligations under any Transaction Document or otherwise reasonably required by GE.
Access After Closing. Except as may be deemed appropriate to ensure compliance with any Applicable Laws (including, without limitation, any requirements with respect to security clearances), on and after the Closing Date and subject to any applicable privileges (including, without limitation, the attorney-client privilege), the GE Entities will cause the Company to provide LM and its Representatives reasonable access to the books and records of the Company relating to any of the Businesses (including, without limitation, the Company's employees and auditors with knowledge of any of the Businesses) during normal business hours and upon reasonable prior notice to permit LM to determine any matter relating to its rights and obligations under any Transaction Document or Contracts or to permit LM to prepare and file any and all tax reports or returns required to be filed by LM or any of its Affiliates or otherwise reasonably required by LM. LM agrees that all information provided to LM and its Representatives pursuant to this Section 6.02 will be treated in accordance with Section 4.02 of the Contribution Agreement.
Access After Closing. For a period of two (2) years after the Effective Date, Buyers shall have reasonable access to all of the records, books and documents of Sellers related to the Sellers, Companies, and the Projects to the extent that such documents were not part of the Assets, and access to such documents may reasonably be required in connection with matters relating to or affected by the operations of any Company or Project prior to the Effective Date (including, without limitation, liabilities with respect to Taxes), provided that Sellers shall have the right, at their sole cost and expense, to retain copies of such records, books and documents as Sellers deem appropriate, subject to their obligation to keep such information confidential in accordance with Section 10. Such access shall be afforded upon receipt of reasonable advance notice and during normal business hours. Buyers shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 7.2. Buyers acknowledge that Sellers and/or certain of their Affiliates may liquidate their assets and dissolve, and notwithstanding the foregoing, nothing set forth in this Section 7.2 shall be deemed to restrict or limit in any way any right of Sellers and any Affiliate of Sellers to liquidate their assets and dissolve prior to the conclusion of such two-year period.
Access After Closing. After the Closing, upon reasonable written notice, -------------------- Purchaser and Seller shall furnish or cause to be furnished to each other and their respective accountants, counsel and other representatives reasonable access, during normal business hours, to such information (including records pertinent to the Business) and assistance relating to the Business as is reasonably necessary for operations, financial reporting and accounting matters, the preparation and filing of any returns, reports or forms or the defense of any tax claim or assessment. In the case of Seller, such assistance shall include access to any and all documents, records, files and correspondence relating to the Business, and Seller will use reasonable efforts to maintain at their offices or in offsite storage for the lesser of seven (7) years from the date of such document, record, file or correspondence or three (3) years after the Closing Date. In the case of Purchaser, such assistance shall include reasonably prompt written response to reasonable written inquiries of Seller related to such financial reporting, accounting and tax matters, cooperation in responding to audit reports made by taxing authorities to Seller regarding the Business, assisting Seller (including making its employees reasonably available at Seller's expense) in defending any lawsuits or claims against Seller with respect to Excluded Liabilities or relating to the operation of the Business by Seller prior to the Closing Date and, at Seller' request and expense, participation in audits conducted with respect to Seller. Purchaser shall use reasonable efforts to retain the books and records of Seller included in the Purchased Assets for a period of seven (7) years after the Closing. After the end of such respective retention period, before disposing of such books or records, Purchaser and Seller, as the case may be, shall use commercially reasonable efforts to give notice of the intended disposal to the other party, and such notified party, within a reasonable time after the receipt of such notice, will notify the other party whether to destroy such documents or whether the notified party will, at its cost and expense, remove and retain all or any part of such books or records as it may select.
Access After Closing. After the Closing and from time to time, each party hereto shall permit the other parties and their Representatives to have access during regular business hours and upon reasonable notice, to inspect and copy agreements, records, books and other documents that are included in or relate to the assets or business of the other and identified with reasonable particularity, wherever located, for the purposes of (i) preparing Tax Returns and financial statements and responding to Tax audits, and (ii) prosecuting or defending any Claim. Each party shall cooperate fully with the other party in connection with the foregoing. If, after the Closing, any party determines to destroy any agreements, records, books or documents referred to above, it will give to the other party at least two months' prior written notice thereof, and such other party shall have the right during such two-month period upon reasonable notice and during regular business hours to take possession of any such agreements, records, books or documents.
Access After Closing. Buyer will permit Sellers and their representatives reasonable access on reasonable notice during normal business hours, for a period of three years following the Closing Date and for such longer period as may be required in connection with any pending or threatened tax audit or judicial or administrative proceeding, (i) to the books and records of Sellers included in the Transferred Assets, including the right to make copies thereof, and to personnel (for reasonable inquiry and testimony), and (ii) to any computerized data included in the Transferred Assets. All information so obtained shall be kept confidential by the Sellers, unless such information otherwise becomes publicly available or disclosure of such information is required by applicable law.
Access After Closing. For a period of ten (10) years after the Closing, the Purchaser shall: (i) retain the Transferred Books and Records and all other books and records related to the Business held by the Purchaser’s Group, including those held by or relating to the Transferred Subsidiaries for periods prior to the Closing; and (ii) upon reasonable notice and during normal business hours, cooperate with and provide the Seller, members of the Seller’s Group, and the officers, employees, agents and representatives of the Seller and members of the Seller’s Group reasonable access (including the right to make copies at the Seller’s expense or the expense of any member of the Seller’s Group) to such books and records, including as may be necessary for the preparation of financial statements, regulatory filings, Tax Returns, or in connection with any Proceedings or claims. The Seller and members of the Seller’s Group shall be entitled, at their expense and subject to reasonable and customary confidentiality undertakings, to make copies of the books and records to which they are entitled access pursuant to this Section 6.02.
