Access to Records after Closing Clause Samples

Access to Records after Closing. For a period of three (3) years after the Closing Date, Sellers shall provide reasonable access to Purchaser and its representatives to all of the books and records of such parties with regard to the Business and the Assets which such parties may retain after the Closing Date. If any Seller shall desire to dispose of any such books or records prior to the expiration of such three (3) year period, such Seller shall, prior to such disposition, give Purchaser a reasonable opportunity to segregate and remove such books and records as Purchaser may select.

Access to Records after Closing. (a) For a period of six (6) years after the Closing Date, the Seller Parties and their representatives shall have reasonable access to all of the books and records of the Business transferred to the Buyer hereunder to the extent that such access may reasonably be required by the Seller Parties in connection with matters relating to or affected by the operations of the Business prior to the Closing Date. Such access shall be afforded by the Buyer upon receipt of reasonable advance notice and during normal business hours. The Seller Parties shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 11.7(a). If the Buyer shall desire to dispose of any of such books and records prior to the expiration of such six (6) year period, it shall, prior to such disposition, give the Seller Parties a reasonable opportunity, at the Seller Parties' expense, to segregate and remove such books and records as the other party may select. (b) For a period of six (6) years after the Closing Date, the Buyer and its representatives shall have reasonable access to all of the books and records relating to the Business which the Seller Parties or any of their Affiliates may retain after the Closing Date (including, but not limited to Tax Returns solely to the extent related to the Purchased Assets or the Business). Such access shall be afforded by the Seller Parties and their Affiliates upon receipt of reasonable advance notice and during normal business hours. The Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 11.7(b). If the Seller Parties or any of their Affiliates shall desire to dispose of any of such books and records prior to the expiration of such six-(6) year period, such party shall, prior to such disposition, give the Buyer a reasonable opportunity, at the Buyer’s expense, to segregate and remove such books and records as the other party may select.

Access to Records after Closing. (a) For a period of five (5) years after the Closing Date, either of the Selling Parties or their respective representatives shall have reasonable access to all of the books and records of the Seller to the extent that such access may reasonably be required by either of the Selling Parties in connection with matters relating to or affected by the operations of the Seller in the conduct of the Business prior to the Closing Date. In addition, either of the Selling Parties or their respective representatives shall have reasonable access to all of the books and records of the Buyer to the extent that such access may reasonably be required by either of the Selling Parties in connection with verifying the timing and amounts of payments to be made by the Buyer pursuant to (S) 2.5(b) above. Such access shall be afforded by the Buyer upon receipt of reasonable (a) If the Buyer shall desire to dispose of any of such books and records prior to the expiration of such five-year period, the Buyer shall, prior to such disposition, give the Selling Parties a reasonable opportunity, at the Selling Parties' expense, to segregate and remove such books and records as the Selling Parties may select. (b) For a period of five (5) years after the Closing Date, the Buyer and its representatives shall have reasonable access to all of the books and records of the Seller to the extent that such access may reasonably be required by the Buyer in connection with matters relating to or affected by the operations of the Seller in the conduct of the Business prior to the Closing Date. Such access shall be afforded by the Selling Parties upon receipt of reasonable advance notice and during normal business hours. The Buyer shall be solely responsible for any costs or expenses incurred by it pursuant to this (S) 5.8(b). If the Selling Parties shall desire to dispose of any of such books and records prior to the expiration of such five-year period, the Selling Parties shall, prior to such disposition, give the Buyer a reasonable opportunity, at the Buyer's expense, to segregate and remove such books and records as the Buyer may select.

Access to Records after Closing. (a) For a period of six years after the Closing Date or, in the case of books and records relating to Taxes, until the expiration of all applicable statutes of limitation and carryback and carryforward periods, IPS, FDC and their Affiliates and their respective representatives shall have reasonable access to all of the books and records of the Business to the extent that such access may reasonably be required by IPS or its Affiliates in connection with matters relating to or affected by (i) the operations of the Business prior to the Closing Date and (ii) Sections 5.3, 5.4, 5.5 or 5.6. Such access shall be afforded by the Company upon receipt of reasonable advance written notice and during normal business hours. IPS shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 9.4(a). If the Company shall desire to dispose of any of such books and records prior to the expiration of such six-year period or applicable statutes of limitation and carryback and carryforward periods, as the case may be, the Company shall, prior to such disposition, give IPS a reasonable opportunity, at IPS' expense, to segregate and remove such books and records as IPS may select. (b) For a period of six years after the Closing Date, or, in the case of books and records relating to Taxes, until the expiration of all applicable statutes of limitation, the Company and its representatives shall have reasonable access to all of the books and records relating to the Business which IPS or any of its Affiliates may retain after the Closing Date. Such access shall be afforded by IPS and its Affiliates upon receipt of reasonable advance written notice and during normal business hours. The Company shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 9.4(b). If IPS or any of its Affiliates shall desire to dispose of any of such books and records prior to the expiration of such six-year period or applicable statutes of limitation, as the case may be, IPS shall, prior to such disposition, give the Company a reasonable opportunity, at the Company's expense, to segregate and remove such books and records as the Company may select.

Access to Records after Closing. Buyer agrees, and agrees to cause the Companies, for a period of six years from the Closing Date, to hold all of the books and records of or pertaining to the Companies existing on the Closing Date and not to destroy or dispose of any such books and records. If at any time Buyer proposes to destroy or dispose of any of such books and records, Buyer agrees, and agrees to cause the Companies, to offer first in writing at least sixty (60) days prior to such proposed destruction or disposition to surrender them to Seller. Buyer agrees, and agrees to cause the Companies, at any time and from time to time following the Closing Date to afford Seller, its accountants, and counsel, during normal business hours, upon reasonable request, full access to such books, records and other data and to the employees engaged in the Business or any successor thereto to the extent that such access may be requested for any legitimate purpose, including the preparation of Tax Returns, the operations of the Business prior to the Closing Date and any dispute or controversy arising out of this Agreement, at no cost to Seller (other than for reasonable out-of-pocket expenses); provided, however, that nothing herein shall limit any of Seller's or its Affiliates' rights of discovery. For a period of six years after the Closing, Buyer will make available, and will cause the Companies to make available, to Seller the employees of the Companies whom Seller and its Affiliates may reasonably need in order to defend or prosecute any legal or administrative action to which Seller or any of its Affiliates is, or is threatened to be made, a party and which relates to the conduct of the Business prior to the Closing. Seller agrees to, and shall cause its accountants, counsel and other representatives to, hold in confidence and not to use except for the purposes provided above all books, records and other data of the Companies, except to the extent the disclosure of any information is required in connection with the purposes for which such information is sought and then (except with respect to any disclosure relating to Requirements of Law) only after giving notice to Buyer of the portions to be disclosed and the Person to whom such information is to be disclosed. If Buyer reasonably requests, Seller will use its reasonable efforts to maintain the confidentiality of such information to be filed or provided to any other Person. Seller agrees, for a period of six years from the Closing Date, to hold...

Access to Records after Closing. Each Party agrees to preserve all records relating to the transactions contemplated by this Agreement for six (6) years after the Closing. Upon reasonable notice, subject to Section 7.1, each Party shall allow representatives of the others access to such records and the making of copies thereof during regular business hours at such Party’s place of business solely with respect to this Section 7.15 for the following purposes: (i) to gather information for preparing tax returns; (ii) to verify any of the representations or warranties contained in this Agreement, or confirm compliance with any of the covenants contained in this Agreement; or (iii) to comply with any audit, request, subpoena, or other investigative demand by any government authority.

Access to Records after Closing. For a period of six (6) years after the Closing Date, Seller and its representatives shall have reasonable access to all of the books and records of the Subsidiaries to the extent that such access may reasonably be required by Seller in connection with matters relating to or affected by the operations of the Subsidiaries prior to the Closing Date. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Seller shall be solely responsible for any costs or expenses incurred by them pursuant to this Section 13.6. If Buyer or the Subsidiaries shall desire to dispose of any of such books and records prior to the expiration of such six-year period, Buyer shall, prior to such disposition, give Seller a reasonable opportunity, at Seller’s expense, to segregate and remove such books and records as Seller may select.

Access to Records after Closing. (a) Seller Parent and its Affiliates shall have the right to retain copies of all books and records of the Business relating to periods ending on or prior to the Closing Date to the extent that such books and records may reasonably be required by Seller Parent in connection with matters relating to or affected by the operations of the Business prior to the Closing Date. For a period of six (6) years after the Closing Date, Seller Parent and its representatives shall have reasonable access to all of the books and records of the Business to the extent that such access may reasonably be required by Seller Parent in connection with matters relating to or affected by the operations of the Business prior to the Closing Date. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Seller Parent shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 13.8(a). If Buyer shall desire to dispose of any of such books and records prior to the expiration of such six-year period, Buyer shall, prior to such disposition, give Seller Parent a reasonable opportunity, at Seller Parent’s expense, to segregate and remove such books and records as Seller Parent may select. (b) For a period of six (6) years after the Closing Date, Buyer and its representatives shall have reasonable access to all of the books and records relating to the Business which Seller Parent or any of its Affiliates (including the Selling Parties) may retain after the Closing Date, including access to all financial information included in such books and records reasonably required in connection with Buyer’s preparation of any financial statements regarding the Business and the Business Subsidiaries relating to periods prior to the Closing Date that may be required to comply with Regulation S-X and Regulation S-K promulgated under the Securities Act for a registered public offering of equity or debt. Such access shall be afforded by Seller Parent and its Affiliates (including the Selling Parties) upon receipt of reasonable advance notice and during normal business hours. Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 13.8(b). If Seller Parent or any of its Affiliates shall desire to dispose of any of such books and records prior to the expiration of such six-year period, Seller Parent shall, prior to such disposition, give Buyer a reasonable opportunity, at Buy...

Access to Records after Closing. (a) For a period of six years after the Closing Date, Sellers and their Representatives shall have reasonable access to all of the books and records of the Acquired Companies transferred to Buyers hereunder and relating to the operations of the Business prior to the Closing Date to the extent that such access may reasonably be required by Sellers. Such access shall be afforded by Buyers upon receipt of reasonable advance notice and during normal business hours. Sellers shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 13.6(a). If Buyers shall desire to dispose of any of such books and records prior to the expiration of such six-year period, Buyers shall, prior to such disposition, give Sellers a reasonable opportunity, at Sellers’ expense, to segregate and remove such books and records as Sellers may select. Notwithstanding the foregoing, neither Buyers nor the Acquired Companies shall be required to violate any obligation of confidentiality, Court Order or Requirements of Law to which Buyers or any Acquired Company is subject or to waive any privilege which any of them may possess in discharging their obligations pursuant to this Section 13.6(a) (it being understood that Buyers shall cause the Acquired Companies to take reasonable actions to eliminate any such impediments to providing such information). (b) For a period of six years after the Closing Date, Buyers and their Representatives shall have reasonable access to all of the books and records relating to the Interests, the Acquired Companies or the Business which Sellers or any of their respective Affiliates may retain after the Closing Date. Such access shall be afforded by Sellers and their respective Affiliates upon receipt of reasonable advance notice and during normal business hours. Buyers shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 13.6(b). If Sellers or any of their respective Affiliates shall desire to dispose of any of such books and records prior to the expiration of such six-year period, Sellers shall, prior to such disposition, give Buyers a reasonable opportunity, at Buyers’ expense, to segregate and remove such books and records as Buyers may select. Notwithstanding the foregoing, neither Seller shall be required to violate any obligation of confidentiality, Court Order or Requirements of Law to which either Seller is subject or to waive any privilege which any of them may possess in dischar...