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) Subject to applicable laws and regulations relating to confidentiality and privacy of employee information and records, for a period of six years after the Effective Date, 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, FDC or their Affiliates in connection with matters which are the subject matter of this Agreement. Such access shall be afforded by 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 8.8(a). If Company shall desire to dispose of any of such books and records prior to the expiration of such six-year period, 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) Subject to applicable laws and regulations relating to confidentiality and privacy of employee information and records, for a period of six years after the Effective Date, 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 Effective Date. Such access shall be afforded by IPS and its Affiliates upon receipt of reasonable advance written notice and during normal business hours. Company shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 8.8(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, IPS shall, prior to such disposition, give Company a reasonable opportunity, at Company's expense, to segregate and remove such books and records as 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. (a) For a period of six (6) years after the Closing Date, Seller and its representatives shall have full access to all of the books and records of the Business 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 Business prior to the Closing Date. Such access shall be afforded by Buyer upon receipt of reasonable advance notice (not to exceed five (5) business days) and during normal business hours. Seller shall be solely responsible for its costs or expenses incurred by it pursuant to this Section 13.6(a). Buyer shall be responsible for any costs associated with the provision of copies requested pursuant to this Section 13.6(a). If Buyer or its Affiliates shall desire to dispose of any of such books and records prior to the expiration of such 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. (b) For a period of six (6) years after the Closing Date, Buyer and its representatives shall have full access to all of the books and records relating to the Business (but only to the extent that such relate to the Business, acknowledging that such books and records may be redacted to omit information unrelated to the Business) which Seller or any of its Affiliates may retain after the Closing Date. Such access shall be afforded by Seller and its Affiliates upon receipt of reasonable advance notice (not to exceed five (5) business days) and during normal business hours. Buyer shall be solely responsible for its costs and expenses incurred by it pursuant to this Section 13.6(b). Seller shall be responsible for any costs associated with the provision of copies requested pursuant to this Section 13.6(b). If Seller or any of its Affiliates shall desire to dispose of any of such books and records prior to the expiration of such period, Seller shall, prior to such disposition, give Buyer a reasonable opportunity, at Buyer’s expense, to segregate and remove such books and records as Buyer may select.

Access to Records after Closing. For a period of six (6) years after the Closing Date, Seller and its representatives, on the one hand, and Buyer and its Affiliates on the other hand, shall have reasonable access to all of the books and records of the Company and the Subsidiaries in the possession of the other party (including those books and records of the Company primarily related to the Retained Assets and the Retained Liabilities to the extent such retained books and records relate to any of the theatres, properties, assets or Liabilities transferred to Buyer at Closing) to the extent that such access may reasonably be required by Seller or Buyer, as applicable, including in connection with any Proceeding before any Governmental Body or with respect to Taxes, in each case to the extent related to the operations of the Company and the Subsidiaries on or prior to the Closing Date. Such access shall be afforded by Buyer or Seller, as applicable, upon receipt of reasonable advance notice and during normal business hours. Buyer or Seller, as applicable, shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 12.5. If Seller, on the one hand, or Buyer or the Company on the other hand, shall desire to dispose of any of such books and records prior to the expiration of such 6-year period, such party shall, prior to such disposition, give the other party a reasonable opportunity, at such other party's expense, to segregate and remove such books and records as such other party may select.

Access to Records after Closing. For a period of six (6) years after the Closing Date, Purchaser and its Representatives shall have reasonable access to all of the books and records relating to the Shares and the Purchased Interests, the Acquired Companies or the Business which Seller or any of its Affiliates may retain after the Closing Date. Such access shall be afforded by Seller and its Affiliates upon receipt of reasonable advance notice and during normal business hours. Purchaser shall be solely responsible for its costs and expenses incurred pursuant to this Section 9.13. If Seller 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 shall, prior to such disposition, give Purchaser a reasonable opportunity, at Purchaser’s expense, to segregate and remove such books and records as Purchaser may select.