Access to Company Records. After the Closing Date, the Purchaser agrees to provide the Stockholder with full and complete access, during normal business hours upon reasonable notice, to any and all books and records of the Companies necessary to permit the Stockholder to file its Tax Returns or to accomplish any other legitimate purpose. The Purchaser shall also provide the Stockholder reasonable access to the employees and other representatives of the Companies to interpret or explain such books and records, and to assist in defending or pursuing any action resulting from the operation of the businesses of the Companies prior to the Closing Date; provided that the Stockholder shall promptly (but in no event later than ten (10) days after the date of any invoice therefor) reimburse the Purchaser or the Companies, as the case may be, or pay directly (if possible) all out-of-pocket expenses incurred by the Purchaser and the Companies attributable thereto. The Purchaser agrees to respond timely (but in all events within fifteen (15) days of any reasonable written request made by the Stockholder) to all inquiries and requests for documents and information made by the Stockholder with respect to such matters. Notwithstanding any provision of this Agreement, this covenant shall survive the Closing Date without limitation as to time.
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Sources: Stock Purchase Agreement (Healthplan Services Corp), Stock Purchase Agreement (Healthplan Services Corp)