Common use of Access After Closing Clause in Contracts

Access After Closing. (a) Following the Closing Date, (i) Sellers and their representatives shall have reasonable access to any of the Books and Records transferred to Purchaser hereunder to the extent that such access may reasonably be required by Sellers in connection with matters relating to or affected by the operation of the Business or the Purchased Assets prior to the Closing Date, and (ii) Purchaser and its representatives shall have reasonable access to Books and Records retained by Sellers and related to the Business (but excluding, in any case, the Excluded Records) to the extent such access may reasonably be required by Purchaser in connection with matters relating to or affected by the operation of the Business or the Purchased Assets after the Closing Date. In addition, Sellers and their representatives shall have reasonable access to any of the Books and Records transferred to Purchaser hereunder or to the personnel of the Business to the extent that such access may reasonably be required by Sellers (i) in connection with Sellers’ preparation of Parent’s fiscal year 2008 legal and regulatory filings, including its Annual Report on Form 10-K or (ii) in collecting any receivables, proceeds, credits or other assets, rights or benefits that are Excluded Assets. The access under this Section 7.1(a) shall be afforded by Purchaser and Sellers to the other party upon receipt of reasonable advance notice and during normal business hours. The party requesting such access shall be responsible for any costs or expenses incurred by it pursuant to this Section 7.1(a). All access hereunder shall be subject to the Confidentiality Agreement. (b) If (i) Purchaser shall desire to dispose of any Books and Records transferred to Purchaser hereunder, or (ii) Sellers shall desire to dispose of any Books and Records retained by Sellers related to the Business (other than the Excluded Records), within six (6) years following the Closing Date, such party shall, prior to such disposition, give the other party a reasonable opportunity at the other party’s expense, to segregate and remove such Books and Records as the other party may select.

Access After Closing. (a) Following After the Closing DateClosing, (i) upon reasonable written notice, Purchaser and Sellers 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 Sellers, such assistance shall have reasonable include access to any of the Books and Records transferred to Purchaser hereunder all documents, records, files and correspondence relating to the extent Business, and Sellers will use reasonable efforts to maintain at their offices or in offsite storage for the longer of seven (7) years from its date or two (2) years after the Closing Date any such documents, records, files and correspondence that could be needed by Purchaser. In the case of Purchaser, such access may assistance shall include reasonably be required prompt written response to reasonable written inquiries of Sellers or either of them related to such financial reporting, accounting and tax matters, cooperation in responding to audit reports made by taxing authorities to Sellers regarding the Business, assisting Sellers (including making its employees reasonably available) in connection defending any lawsuits or claims against Sellers with matters respect to Excluded Liabilities or relating to or affected by the operation of the Business or the Purchased Assets by Sellers prior to the Closing DateDate and, at Sellers' request and (ii) expense, participation in audits conducted with respect to Sellers. Purchaser shall use reasonable efforts to retain the books and its representatives shall have reasonable access to Books and Records retained by records of Sellers and related to the Business (but excluding, included in any case, the Excluded Records) to the extent such access may reasonably be required by Purchaser in connection with matters relating to or affected by the operation of the Business or the Purchased Assets for a period of seven (7) years after the Closing DateClosing. In additionAfter the end of such respective retention period, Sellers and their representatives shall have reasonable access to any before disposing of the Books and Records transferred to Purchaser hereunder such books or to the personnel of the Business to the extent that such access may reasonably be required by Sellers (i) in connection with Sellers’ preparation of Parent’s fiscal year 2008 legal and regulatory filingsrecords, including its Annual Report on Form 10-K or (ii) in collecting any receivables, proceeds, credits or other assets, rights or benefits that are Excluded Assets. The access under this Section 7.1(a) shall be afforded by Purchaser and Sellers Sellers, as the case may be, shall use their best efforts to give notice to such effect to the other party upon party, and such parties, within a reasonable time after the receipt of reasonable advance notice such notice, will notify the others whether to destroy such documents or whether it will, at its cost and during normal business hours. The party requesting such access shall be responsible for any costs or expenses incurred by it pursuant to this Section 7.1(a). All access hereunder shall be subject to the Confidentiality Agreement. (b) If (i) Purchaser shall desire to dispose of any Books and Records transferred to Purchaser hereunder, or (ii) Sellers shall desire to dispose of any Books and Records retained by Sellers related to the Business (other than the Excluded Records), within six (6) years following the Closing Date, such party shall, prior to such disposition, give the other party a reasonable opportunity at the other party’s expense, to segregate remove and remove retain all or any part of such Books and Records books or records as the other party it may select.

Access After Closing. (a) Following the Closing DateClosing, (i) Sellers for so long as such information is retained by the Buyer, the Buyer shall permit the Seller and their its authorized representatives shall to have reasonable access to, and to any of make photocopies of, the Books and Records transferred to Purchaser hereunder the Buyer that relate to the Purchased Assets with respect to the period prior to Closing, to the extent that such access may reasonably be required by Sellers in connection with matters relating to (i) the preparation of any accounting records or affected by Tax returns or any audit involving the operation of the Business Lithobid Products or the Purchased Assets prior to the Closing DateAssets, and (ii) Purchaser and its representatives shall have reasonable access to Books and Records retained by Sellers and related any suit, claim, action, proceeding or investigation relating to the Business Purchased Assets, (but excludingiii) any regulatory filing or matter, in any case, the Excluded Records) to the extent such access may reasonably be required by Purchaser in connection with matters relating to or affected by the operation of the Business or the Purchased Assets after the Closing Date. In addition, Sellers and their representatives shall have reasonable access to any of the Books and Records transferred to Purchaser hereunder or to the personnel of the Business to the extent that such access may reasonably be required by Sellers (iiv) in connection with Sellers’ preparation any other valid legal or business purpose of Parent’s fiscal year 2008 legal and regulatory filings, including the Seller or its Annual Report on Form 10-K or (ii) in collecting any receivables, proceeds, credits or other assets, rights or benefits that are Excluded AssetsAffiliates. The Such access under this Section 7.1(a) shall be afforded by Purchaser and Sellers to the other party upon receipt of reasonable advance notice and during normal business hourshours and upon reasonable prior written notice from the Seller. The party requesting such access Buyer shall be responsible for any costs or expenses incurred by it pursuant to this Section 7.1(a). All access hereunder shall be subject to the Confidentiality Agreement. (b) If (i) Purchaser shall desire to dispose of any retain all Books and Records transferred to Purchaser hereunder, or (ii) Sellers shall desire to dispose of any Books and Records retained by Sellers related to the Business (other than the Excluded Records), within nature described above for a period of six (6) years following the Closing Date, Date unless the Buyer gives the Seller notice of its intention to destroy any such party shall, prior to such disposition, give records and affords the other party Seller a reasonable opportunity at to take possession or make copies of any such records proposed to be destroyed. (b) Subject to Section 2.4(c), following the other party’s expenseClosing, for so long as such information is retained by the Seller, the Seller shall permit the Buyer and its authorized representatives to segregate have reasonable access to, and remove such to make photocopies of, the Books and Records as retained by the Seller that relate to the Purchased Assets with respect to the period prior to Closing, to the extent that such access may be required in connection with (i) the preparation of any accounting records or Tax returns or any audit involving the Lithobid Products or the Purchased Assets, (ii) any suit, claim, action, proceeding or investigation relating to the Purchased Assets, (iii) any regulatory filing or matter or (iv) in connection with any other party may selectvalid legal or business purpose of the Buyer or its Affiliates. Such access shall be afforded during normal business hours and upon reasonable prior written notice from the Buyer. The Seller shall retain all Books and Records of the nature described above for a period of six (6) years following the Closing Date unless the Seller gives the Buyer notice of its intention to destroy any such records and affords the Buyer a reasonable opportunity to take possession or make copies of any such records proposed to be destroyed.

Access After Closing. (a) Following On and after the Closing Date, Visteon will afford promptly to the Company and its agents reasonable access, during normal business hours and upon reasonable notice, to Visteon's and its Affiliates' books of account, financial and other records (i) Sellers including accountant's work papers), information, employees and their representatives shall have reasonable access to any of the Books and Records transferred to Purchaser hereunder auditors to the extent that such access may reasonably be required by Sellers necessary or useful for the Company in connection with matters any third-party claim, inquiry, audit, investigation, dispute or litigation or any other reasonable business purpose relating to or affected the Business, the Contributed Assets and the Assumed Liabilities, or, subject to Section 10.06, to determine any matter relating to its rights and obligations hereunder; provided that any such access by the operation Company or its agents shall not unreasonably interfere with the conduct of the business of Visteon. The Company will hold, and will cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning Visteon provided to it pursuant to this Section; provided that the Company shall be permitted to provide such information that it deems necessary to conduct discussions with potential acquirors of all or a part of the Business or all or part of the Purchased Assets prior to the Closing Date, and Contributed Real Property (ii) Purchaser and its representatives shall have reasonable access to Books and Records retained by Sellers and related to the Business (but excluding, in any case, the Excluded RecordsContributed Assets) to the extent such access may reasonably be required by Purchaser in connection with matters relating to or affected by the operation of the Business or the Purchased Assets after the Closing Date. In addition, Sellers and their representatives shall have reasonable access to any of the Books and Records transferred to Purchaser hereunder or to the personnel of the Business to the extent provided that such access may reasonably be required by Sellers potential acquiror enters into a confidentiality agreement (iwhich confidentiality agreements shall provide Visteon with the right to enforce the confidentiality obligations of such potential acquirors thereunder) in connection with Sellers’ preparation of Parent’s fiscal year 2008 legal and regulatory filings, including its Annual Report on Form 10-K or (ii) in collecting any receivables, proceeds, credits or other assets, rights or benefits that are Excluded Assets. The access under this Section 7.1(a) shall be afforded by Purchaser and Sellers to the other party upon receipt of reasonable advance notice and during normal business hours. The party requesting such access shall be responsible for any costs or expenses incurred by it pursuant to this Section 7.1(a). All access hereunder shall be subject Company substantially comparable to the Confidentiality Agreement. (b) If (i) Purchaser shall desire to dispose of any Books On and Records transferred to Purchaser hereunder, or (ii) Sellers shall desire to dispose of any Books and Records retained by Sellers related to the Business (other than the Excluded Records), within six (6) years following after the Closing Date, such party shallthe Company will afford promptly to Visteon and its agents reasonable access, prior to such disposition, give the other party a during normal business hours and upon reasonable opportunity at the other party’s expensenotice, to segregate the Company's properties, books of account, financial and remove other records (including accountant's work papers), information, employees and auditors to the extent necessary or useful for Visteon in connection with any third-party claim, inquiry, audit, investigation, dispute or litigation or any other reasonable business purpose relating to the Business, the Contributed Assets and the Assumed Liabilities with respect to any period ending on or before the Closing Date, or, subject to Section 10.06, to determine any matter relating to its rights and obligations hereunder; provided that any such Books access by Visteon or its agents shall not unreasonably interfere with the conduct of the business of the Company. Visteon will hold, and Records as will cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the other party may selectCompany or the Business provided to it pursuant to this Section.

Access After Closing. (a) Following After the Closing DateClosing, (i) Sellers 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 have reasonable include access to any of the Books and Records transferred to Purchaser hereunder all documents, records, files and correspondence relating to the extent that such access may reasonably be required by Sellers in connection with matters relating to or affected by the operation of the Business or the Purchased Assets prior to the Closing DateBusiness, and Seller will use reasonable efforts to maintain at their offices or in offsite storage for the lesser of seven (ii7) Purchaser and its representatives shall have reasonable access to Books and Records retained by Sellers and related to years from the Business date of such document, record, file or correspondence or three (but excluding, in any case, the Excluded Records3) to the extent such access may reasonably be required by Purchaser in connection with matters relating to or affected by the operation of the Business or the Purchased Assets years after the Closing Date. In additionthe case of Purchaser, Sellers such assistance shall include reasonably prompt written response to reasonable written inquiries of Seller related to such financial reporting, accounting and their representatives shall have reasonable access 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 of the Books and Records transferred lawsuits or claims against Seller with respect to Purchaser hereunder Excluded Liabilities or relating to the personnel operation of the Business by Seller prior to the extent that 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 access may reasonably be required by Sellers (i) in connection with Sellers’ preparation respective retention period, before disposing of Parent’s fiscal year 2008 legal and regulatory filingssuch books or records, including its Annual Report on Form 10-K or (ii) in collecting any receivables, proceeds, credits or other assets, rights or benefits that are Excluded Assets. The access under this Section 7.1(a) shall be afforded by Purchaser and Sellers Seller, as the case may be, shall use commercially reasonable efforts to give notice of the intended disposal to the other party upon party, and such notified party, within a reasonable time after the receipt of reasonable advance notice and during normal business hours. The party requesting such access shall be responsible for any costs or expenses incurred by it pursuant to this Section 7.1(a). All access hereunder shall be subject to the Confidentiality Agreement. (b) If (i) Purchaser shall desire to dispose of any Books and Records transferred to Purchaser hereundernotice, or (ii) Sellers shall desire to dispose of any Books and Records retained by Sellers related to the Business (other than the Excluded Records), within six (6) years following the Closing Date, such party shall, prior to such disposition, give will notify the other party a reasonable opportunity whether to destroy such documents or whether the notified party will, at the other party’s its cost and expense, to segregate remove and remove retain all or any part of such Books and Records books or records as the other party it may select.

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 (aincluding records pertinent to the Business) Following and assistance relating to the Closing DateCompany as is reasonably necessary for operations, financial reporting and accounting matters, the preparation and filing of any returns, reports or forms, the defense of any tax claim or assessment, or any other reasonable purpose communicated in writing to the other party. In the case of Seller, such assistance shall include access to any and all documents, records, files and correspondence relating to the Business that are retained at Seller's corporate headquarters or in its off-site storage, and Seller will use reasonable efforts to maintain at its headquarters or in off-site storage for a period ending on the later of (i) Sellers and their representatives shall have reasonable access to any of the Books and Records transferred to Purchaser hereunder to the extent that such access may reasonably be required by Sellers in connection with matters relating to or affected by the operation of the Business or the Purchased Assets prior to the Closing Date, and (ii) Purchaser and its representatives shall have reasonable access to Books and Records retained by Sellers and related to the Business (but excluding, in any case, the Excluded Records) to the extent such access may reasonably be required by Purchaser in connection with matters relating to or affected by the operation of the Business or the Purchased Assets seven years after the Closing Date. In addition, Sellers and their representatives shall have reasonable access to any of the Books and Records transferred to Purchaser hereunder or to the personnel of the Business to the extent that such access may reasonably be required by Sellers (i) in connection with Sellers’ preparation of Parent’s fiscal year 2008 legal and regulatory filings, including its Annual Report on Form 10-K or (ii) in collecting any receivables, proceeds, credits or other assets, rights or benefits that are Excluded Assets. The access under this Section 7.1(a) shall be afforded by Purchaser and Sellers to the other party upon receipt of reasonable advance notice and during normal business hours. The party requesting such access shall be responsible for any costs or expenses incurred by it pursuant to this Section 7.1(a). All access hereunder shall be subject to the Confidentiality Agreement. (b) If (i) Purchaser shall desire to dispose of any Books and Records transferred to Purchaser hereunder, or (ii) Sellers the date on which taxes may no longer be assessed, any such documents, records, files or correspondence that could be needed by Purchaser. In the case of Purchaser, such assistance shall desire include reasonably prompt written response to dispose reasonable written inquiries of any Books and Records retained by Sellers Seller related to such financial reporting, accounting and tax matters, cooperation in responding to audit reviews and reports made by taxing authorities to Seller regarding the Business Company, assisting Seller (other than the Excluded Recordsincluding making its employees reasonably available), within six at Seller's expense, in defending any lawsuits or claims against the Seller with respect to Excluded Liabilities relating to the operation of the Company by Seller prior to the Closing Date and, at Seller's request, participation in audits conducted with respect to Seller. Purchaser shall retain the books and records of seller included in the Purchased Assets for a period ending on the later of (6i) seven years following after the Closing Date, or (ii) the date on which taxes may no longer be assessed. After the end of such party shallperiod, prior before disposing of any books or records, Purchaser shall give notice to such dispositioneffect to Seller and Seller, give the other party within a reasonable opportunity time after the receipt of such notice, will notify Purchaser whether to destroy such documents or whether Seller will, at the other party’s Seller's cost and expense, to segregate remove and remove retain all or any part of such Books and Records books or records as the other party Seller may select.