Common use of Access to Records after Closing Clause in Contracts

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 five (5) ------------------------------- six years after the Closing Date, either of the Selling Parties or their respective Parent and its representatives shall have reasonable access to all of the books and records of the Seller Companies to the extent that such access may reasonably be required by either of the Selling Parties Parent in connection with matters relating to or affected by the operations of the Seller in the conduct of the Business Companies 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) reasonable advance notice and during normal business hours. Parent shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 13.6(a). If Buyer --------------- or the Buyer Companies shall desire to dispose of any of such books and records prior to the expiration of such fivesix-year period, the Buyer shall, prior to such disposition, give the Selling Parties Parent a reasonable opportunity, at the Selling Parties' Parent's expense, to segregate and remove such books and records as the Selling Parties Parent may select. (b) For a period of five (5) six years after the Closing Date, the Buyer and its representatives shall have reasonable access to all of the books and records of the Seller relating to the extent that such access Companies which Parent or any of its Affiliates 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 retain after the Closing Date. Such access shall be afforded by the Selling Parties Parent and its Affiliates upon receipt of reasonable advance notice and during normal business hours. The Buyer shall be solely responsible for any costs or and expenses incurred by it pursuant to this (S) 5.8(bSection 13.6(b). If the Selling Parties Parent or any of its Affiliates shall --------------- desire to dispose of any of such books and records prior to the expiration of such fivesix-year period, the Selling Parties Parent 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 five six (56) years after the Closing Date, either of the Selling Parties or their respective Seller and its representatives shall have reasonable access to all of the books and records of the Seller Company transferred to Buyer hereunder to the extent that such access may reasonably be required by either of the Selling Parties Seller in connection with matters relating to or affected by the operations of the Seller in the conduct of Company or 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) reasonable advance notice and during normal business hours. Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 13.6. If the Buyer shall desire to dispose of any of such books and records prior to the expiration of such five-six (6) year period, the Buyer shall, prior to such disposition, give the Selling Parties Seller a reasonable opportunity, at the Selling Parties' Seller’s expense, to segregate and remove such books and records as the Selling Parties Seller may select. (b) For a period of five six (56) years after the Closing Date, the Buyer and its representatives shall have reasonable access to all of the books and records of the Seller relating to the extent that such access may reasonably be required by Equity Interests, the Buyer in connection with matters relating to Company or affected by the operations of the Seller in the conduct of the Business prior to which Seller or any of its Affiliates may retain after the Closing Date. Such access shall be afforded by the Selling Parties Seller and its Affiliates upon receipt of reasonable advance notice and during normal business hours. The Buyer shall be solely responsible for any costs or and expenses incurred by it pursuant to this (S) 5.8(b)Section 13.6. If the Selling Parties Seller or any of its Affiliates shall desire to dispose of any of such books and records prior to the expiration of such five-six (6) year period, the Selling Parties Seller shall, prior to such disposition, give the Buyer a reasonable opportunity, at the Buyer's ’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 five (5) six years after the Closing Date, either of the Selling Parties or their respective Seller and its representatives shall have reasonable access to all of the books and records of the Seller Business transferred to Buyer hereunder to the extent that such access may reasonably be required by either of the Selling Parties Seller 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) reasonable advance notice and during normal business hours. Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 11.6(a). If the Buyer shall desire to dispose of any of such books and records prior to the expiration of such fivesix-year period, the Buyer it shall, prior to such disposition, give the Selling Parties Seller a reasonable opportunity, at the Selling Parties' Seller’s expense, to segregate and remove such books and records as the Selling Parties other party may select. (b) For a period of five (5) six years after the Closing Date, the Buyer and its representatives shall have reasonable access to all of the books and records of the Seller relating to the extent that such access Business which Seller, Option Party or any of their Affiliates 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 retain after the Closing Date. Such access shall be afforded by the Selling Parties Seller, Option Party and their Affiliates upon receipt of reasonable advance notice and during normal business hours. The Buyer shall be solely responsible for any costs or and expenses incurred by it pursuant to this (S) 5.8(bSection 11.6(b). If the Selling Parties Seller, Option Party or any of their Affiliates shall desire to dispose of any of such books and records prior to the expiration of such fivesix-year period, the Selling Parties such party shall, prior to such disposition, give the Buyer a reasonable opportunity, at the Buyer's ’s expense, to segregate and remove such books and records as the Buyer other party may select.

Access to Records after Closing. (a) For a period of five (5) seven years after the Closing Date, either of the Selling Parties Seller or their respective its representatives shall have afford the Buyer and its representatives reasonable access to all of the books and records relating to the Assets that the Seller retains after the Closing Date. Such access shall be afforded by the Seller upon receipt of reasonable advance notice and during normal business hours and shall be had or done in such a manner so as not to interfere with the normal conduct of business of the Seller. The Buyer shall have the right, at its own expense, to make copies of such records. The Buyer shall be responsible for any costs and expenses reasonably incurred by the Seller in retrieving such books and records at the Buyer’s request. (b) For a period of seven years after the Closing Date, the Buyer or its representatives shall afford the Seller and its representatives reasonable access to all the books and records relating to the Assets that the Buyer acquires from the Seller for matters related to (i) the calculation of the consideration payable to the Seller pursuant to Article II, (ii) a claim pursuant to Article VI, or (iii) any other reasonable need of the Seller relating 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 Seller’s operation of the Business prior to the Closing Date. In additionClosing, either of any Excluded Liability or any claim asserted against 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) aboveSeller. 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 hourshours and shall be had or done in such a manner so as not to interfere with the normal conduct of business of theBuyer. The Buyer Seller shall be solely responsible for any costs or and expenses reasonably incurred by it pursuant to this (S) 5.8(b). If the Selling Parties shall desire to dispose of any of Buyer in retrieving and copying 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 selectSeller’s request.

Access to Records after Closing. (a) For a period of five (5) six years after the Closing Date, either of the Selling Parties or their respective ▇▇▇▇▇▇▇ and its representatives shall have reasonable access to all of the books and records of the Seller Business 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 Company upon receipt of reasonable (a) reasonable advance notice and during normal business hours. ▇▇▇▇▇▇▇ shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 14.9(a). If the Buyer Company shall desire to dispose of any of such books and records prior to the expiration of such fivesix-year period, the Buyer Company 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) six years after the Closing Date, the Buyer Company and its representatives shall have reasonable access to all of the books and records of the Seller relating to the extent that such access Business which ▇▇▇▇▇▇▇ or any of its Affiliates 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 retain after the Closing Date. Such access shall be afforded by the Selling Parties ▇▇▇▇▇▇▇ and its Affiliates upon receipt of reasonable advance notice and during normal business hours. The Buyer Company shall be solely responsible for any costs or and expenses incurred by it pursuant to this (S) 5.8(bSection 14.9(b). If the Selling Parties ▇▇▇▇▇▇▇ or any of its Affiliates shall desire to dispose of any of such books and records prior to the expiration of such fivesix-year period, the Selling Parties ▇▇▇▇▇▇▇ shall, prior to such disposition, give the Buyer Company a reasonable opportunity, at the Buyer's Company’s expense, to segregate and remove such books and records as the Buyer Company may select.

Access to Records after Closing. (a) For a period of five (5) eight years after the Closing Date, either of the Selling Parties or Sellers and their respective representatives shall have reasonable access to all of the books and records of the Seller Companies to the extent that such access may reasonably be required by either of the Selling Parties Sellers in connection with matters relating to or affected by the operations of the Seller in the conduct of the Business Insurance Companies 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) reasonable advance notice and during normal business hours. The Sellers shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 13.6(a). If Buyer or the Buyer Companies shall desire to dispose of any of such books and records prior to the expiration of such fiveeight-year period, the Buyer shall, prior to such disposition, give the Selling Parties Sellers a reasonable opportunity, at the Selling PartiesSellers' expense, to segregate and remove such books and records as the Selling Parties Sellers may select. (b) For a period of five (5) eight years after the Closing Date, the Buyer and its representatives shall have reasonable access to all of the books and records of the Seller relating to the extent that such access Companies which the Sellers 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 retain after the Closing Date. Such access shall be afforded by the Selling Parties Sellers upon receipt of reasonable advance notice and during normal business hours. The Buyer shall be solely responsible for any costs or and expenses incurred by it pursuant to this (S) 5.8(bSection 13.6(b). If the Selling Parties Sellers shall desire to dispose of any of such books and records prior to the expiration of such fiveeight-year period, the Selling Parties Sellers 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 five (5) six years after the Closing Date, either of the Selling Parties Securityholder Representative and his or their respective her representatives shall have reasonable access to all of the books and records of each of the Seller Company and the Subsidiary in existence as of the Closing Date to the extent that such access may reasonably be required by either of the Selling Parties Securityholder Representative 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 Parent upon receipt of reasonable (a) reasonable advance notice and during normal business hours. The Securityholder Representative shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 9.6. If the Buyer Parent shall desire to dispose of any of such books and records prior to the expiration of such fivesix-year period, the Buyer Parent shall, prior to such disposition, give the Selling Parties Securityholder Representative a reasonable opportunity, at the Selling Parties' Securityholder Representative’s expense, to segregate and remove such books and records as the Selling Parties Securityholder Representative may select. (b) For a period of five (5) six years after the Closing Date, the Buyer Parent and its representatives shall have reasonable access to all of the any books and records of the Seller (other than books and records described on Schedule 9.6) relating to the extent that such access may reasonably be required by Company, the Buyer in connection with matters relating to Subsidiary or affected by the operations of the Seller in the conduct of the Business prior to which any Securityholder or any of their Affiliates may retain after the Closing Date. Such access shall be afforded by the Selling Parties each Securityholder and its Affiliates upon receipt of reasonable advance notice and during normal business hours. The Buyer Parent shall be solely responsible for any costs or and expenses incurred by it pursuant to this (S) 5.8(b)Section 9.6. If the Selling Parties any Securityholder or any of its Affiliates shall desire to dispose of any of such books and records (other than books and records described on Schedule 9.6) prior to the expiration of such fivesix-year period, the Selling Parties such Securityholder shall, prior to such disposition, give the Buyer Parent a reasonable opportunity, at the Buyer's Parent’s expense, to segregate and remove such books and records as the Buyer Parent may select.

Access to Records after Closing. (a) For a period of five (5) six years after the Closing Date, either of the Selling Parties or their respective Seller and its representatives shall have reasonable access to all of the books and records of the Seller Business to the extent that such access may reasonably be required by either of the Selling Parties Seller in connection with matters relating to or affected by the operations of the Seller in the conduct of the Business prior to the Closing Cut-Off 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) reasonable advance notice and during normal business hours. Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 13.6(a). If the Buyer shall desire to dispose of any of such books and records prior to the expiration of such fivesix-year period, the Buyer shall, prior to such disposition, give the Selling Parties Seller a reasonable opportunity, at the Selling Parties' Seller's expense, to segregate and remove such books and records as the Selling Parties Seller may select. (b) For a period of five (5) six years after the Closing Date, the Buyer and its representatives shall have reasonable access to all of the books and records of the Seller relating to the extent that such access Business which Seller or any of its Affiliates 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 retain after the Closing Date. Such access shall be afforded by the Selling Parties Seller and its Affiliates upon receipt of reasonable advance notice and during normal business hours. The Buyer shall be solely responsible for any costs or and expenses incurred by it pursuant to this (S) 5.8(bSection 13.6(b). If the Selling Parties Seller or any of its Affiliates shall desire to dispose of any of such books and records prior to the expiration of such fivesix-year period, the Selling Parties Seller 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 five (5) six years after the Closing Date, either of the Selling Parties or their respective Seller and its representatives shall have reasonable access to all of the books and records of the Seller Purchased Entities, the Assets and the Business to the extent that such access may reasonably be required by either of the Selling Parties Seller in connection with matters relating to or affected by the operations of the Seller in Purchased Entities, the conduct of Assets or 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) reasonable advance notice and during normal business hours. Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this SECTION 13.6(A). If the Buyer shall desire to dispose of any of such books and records prior to the expiration of such fivesix-year period, the Buyer shall, prior to such disposition, give the Selling Parties Seller a reasonable opportunity, at the Selling Parties' Seller's expense, to segregate and remove such books and records as the Selling Parties Seller may select. (b) For a period of five (5) six years after the Closing DateDate or for such longer period as is required by SECTION 8.2, the Buyer and its representatives shall have reasonable access to all of the books and records of the Seller relating to the extent that such access may reasonably be required by the Buyer in connection with matters relating to Purchased Entities or affected by the operations of the Seller in the conduct of the Business prior to which Seller or any of its Affiliates may retain after the Closing Date. Such access shall be afforded by the Selling Parties Seller and its Affiliates upon receipt of reasonable advance notice and during normal business hours. The Buyer shall be solely responsible for any costs or and expenses incurred by it pursuant to this (S) 5.8(bSECTION 13.6(B). If the Selling Parties Seller or any of its Affiliates shall desire to dispose of any of such books and records prior to the expiration of such fivesix-year period, the Selling Parties Seller shall, prior to such disposition, give the Buyer a 100 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 Subject to Section 11.2, for a period of five six (56) years after the Closing Date, either of the Selling Parties or their respective Seller and its representatives shall have reasonable access to all of the books and records of the Seller Company to the extent that such access may reasonably be required by either of the Selling Parties Seller in connection with matters any reasonable and bona fide business justification relating to or affected by the operations of the Seller in the conduct of the Business Company on or prior to the Closing Date. In addition; provided, either of the Selling Parties or their respective representatives however, that Buyer shall have reasonable access to all of the books and records of the Buyer to the extent that such access may reasonably not be required by either to violate any obligation of confidentiality to which Buyer or the Selling Parties Company is subject or to waive any privilege, Order or Requirements of Law which any of them may possess in connection with verifying the timing and amounts of payments to be made by the Buyer discharging its obligations pursuant to (S) 2.5(b) abovethis Section 11.6; provided further, that in any such case, Buyer shall, and shall cause the Company to, reasonably cooperate with the Seller to seek an appropriate remedy to permit the access contemplated hereby. Such access shall be afforded by the Buyer upon receipt of reasonable (a) reasonable advance notice and during normal business hours of the Company; provided, however, that the Seller acknowledges and agrees that such access shall not interfere unreasonably with the operations of the Company or Buyer. The Seller shall be solely responsible for any costs or expenses incurred by Seller, Buyer, or the Company pursuant to this Section 11.6. If Buyer or the Buyer Company shall desire to dispose of any of such books and records prior to the expiration of such five-year six (6)-year period, Buyer (or the Buyer Company) shall, prior to such disposition, give the Selling Parties Seller a reasonable opportunity, at the Selling Parties' Seller’s expense, to segregate and remove such books and records as the Selling Parties Seller 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 which such books and records prior shall be subject 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 selectconfidentiality obligations set forth in Section 8.9(d).

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 Seller Representative shall have reasonable access to all of the books and records of the Seller Company relating to periods prior to the Closing Date to the extent that such access may reasonably be required by either of the Selling Parties Sellers in connection with matters relating to their obligations hereunder or affected by the operations preparation of the Seller in the conduct their federal or state income tax returns, amended returns, any claim for refund or any audit or contest of the Business prior to the Closing Date. In addition, either of the Selling Parties such returns 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) aboveclaims. Such access shall be afforded by the Buyer Company upon receipt of reasonable (a) reasonable advance notice and during normal business hours. The Sellers shall be solely responsible for any costs or expenses incurred by them pursuant to this Section 7.6(a). If the Buyer Company shall desire to dispose of any of such books and records prior to the expiration of such five-year period, the Buyer Company shall, prior to such disposition, give the Selling Parties a reasonable opportunitySeller Representative thirty days, at the Selling Parties' their expense, to segregate and remove such books and records as the Selling Parties they 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 Sellers relating in any respect to the Company to the extent that such access may reasonably be required by the Buyer in connection with its ownership or operation of the Company, including any tax matters relating to or affected by the operations of the Seller in the conduct of the Business prior to the Closing Datethereto. Such access shall be afforded by the Selling Parties Sellers upon receipt of reasonable advance notice and during normal business hours. The Buyer shall be solely responsible for any costs or and expenses incurred by it pursuant to this (S) 5.8(bSection 7.6(b). If the Selling Parties Sellers shall desire to dispose of any of such books and records prior to the expiration of such five-year period, the Selling Parties Sellers shall, prior to such disposition, give the Buyer a reasonable opportunitythirty days, at the Buyer's ’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 five (5) years from and after the Closing Date, either of the Selling Parties or Sellers and their respective representatives shall have reasonable access to inspect and copy all of the books and records of relating to the Seller Assets, the Liabilities or the Business transferred to Buyer hereunder to the extent that such access may reasonably be required by either of the Selling Parties Sellers in connection with matters relating to or affected by the operations operation of the Seller in the conduct of Assets or 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) reasonable advance notice and during normal business hours. If the Buyer shall desire to dispose of any of such books and records prior to the expiration of such five-five (5) year period, the Buyer shall, prior to such disposition, give the Selling Parties Sellers a reasonable opportunity, at the Selling PartiesSellers' expense, to segregate and remove such books and records as the Selling Parties Sellers 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 Sellers shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 6.17. (Sb) 5.8(b)For a period of five (5) years from and after the Closing Date, Buyer and its representatives shall have reasonable access to inspect and copy all books and records relating to the Assets, the Liabilities or the Business that Sellers or any of their affiliates may retain after the Closing Date. Such access shall be afforded by Sellers and their affiliates upon receipt of reasonable advance notice and during normal business hours. If the Selling Parties Sellers or any of their affiliates shall desire to dispose of any of such books and records prior to the expiration of such five-five (5) year period, the Selling Parties Sellers 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.. Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 6.17. 6.18

Access to Records after Closing. (a) For a period of five (5) six years after the Closing Date, either of the Selling Parties or Sellers and their respective representatives shall have reasonable access to all of the books and records of the Seller Companies and the Subsidiaries to the extent that such access may reasonably be required by either of the Selling Parties Sellers in connection with matters relating to or affected by the operations of the Seller in Companies and the conduct of the Business Subsidiaries 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) reasonable advance notice and during normal business hours. The Sellers shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 13.6(a). If Buyer, the Buyer Companies or the Subsidiaries shall desire to dispose of any of such books and records prior to the expiration of such fivesix-year period, the Buyer shall, prior to such disposition, give the Selling Parties Sellers a reasonable opportunity, at the Selling PartiesSellers' expense, to segregate and remove such books and records as the Selling Parties Sellers may select. (b) For a period of five (5) six years after the Closing Date, the Buyer and its representatives shall have reasonable access to all of the books and records of the Seller relating to the extent that such access Companies and the Subsidiaries which the Sellers or any of their Affiliates 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 retain after the Closing Date. Such access shall be afforded by the Selling Parties Sellers and their Affiliates upon receipt of reasonable advance notice and during normal business hours. The Buyer shall be solely responsible for any costs or and expenses incurred by it pursuant to this (S) 5.8(bSection 13.6(b). If the Selling Parties Sellers or any of their Affiliates shall desire to dispose of any of such books and records prior to the expiration of such fivesix-year period, the Selling Parties Sellers 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 five (5) six years after the Closing Date, either of the Selling Parties or their respective Aon and its representatives shall have reasonable access to all of the books and records of the Seller Companies to the extent that such access may reasonably be required by either of the Selling Parties Aon in connection with matters relating to or affected by the operations of the Seller in the conduct of the Business Companies 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) reasonable advance notice and during normal business hours. Aon shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 13.5(a). If Buyer or the Buyer Companies shall desire to dispose of any of such books and records prior to the expiration of such fivesix-year period, the Buyer shall, prior to such disposition, give the Selling Parties Aon a reasonable opportunity, at the Selling Parties' Aon’s expense, to segregate and remove such books and records as the Selling Parties Aon may select. (b) For a period of five (5) six years after the Closing Date, the Buyer and its representatives shall have reasonable access to all of the books and records of the Seller relating to the extent that such access Companies which Aon 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 retain after the Closing Date. Such access shall be afforded by the Selling Parties Aon upon receipt of reasonable advance notice and during normal business hours. The Buyer shall be solely responsible for any costs or and expenses incurred by it pursuant to this (S) 5.8(bSection 13.5(b). If the Selling Parties Aon shall desire to dispose of any of such books and records prior to the expiration of such fivesix-year period, the Selling Parties Aon shall, prior to such disposition, give the Buyer a reasonable opportunity, at the Buyer's ’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 five (5) *** years after following the Closing Date, either of the Selling Parties or their respective representatives Seller and its Representatives shall have reasonable access to all of the pre-closing books and records of the Seller Company to the extent that such access may reasonably be required by either of the Selling Parties Seller in connection with matters relating to preparation of Tax Returns or affected by the operations of the Seller in the conduct of the Business financial statements covering periods 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 Purchaser upon receipt of reasonable (a) reasonable advance notice and during normal business hours. Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 9.11. If the Buyer Purchaser shall desire to dispose of any of such books and records prior to the expiration of such fivesix-year period, the Buyer Purchaser shall, prior to such disposition, use reasonable efforts to give the Selling Parties Seller a reasonable opportunity, at the Selling Parties' Seller’s expense, to segregate and remove such books and records as the Selling Parties Seller may select. (b) For a period of five (5) *** years after following the Closing Date, the Buyer Purchaser and its representatives Representatives shall have reasonable access to all of the books and records of the Seller relating to the extent that such access may reasonably be required by the Buyer in connection with matters Company, or relating to Seller with respect to the Business, which Seller or affected by the operations any of the Seller in the conduct of the Business prior to its Affiliates may retain after the Closing Date. Such access shall be afforded by the Selling Parties Seller and any such Affiliate upon receipt of reasonable advance notice and during normal business hours. The Buyer Purchaser shall be solely responsible for any costs or and expenses incurred by it pursuant to this (S) 5.8(b)Section 9.11. If the Selling Parties Seller or any such Affiliate shall desire to dispose of any of such books and records prior to the expiration of such five-year *** period, the Selling Parties Seller shall, prior to such disposition, use reasonable efforts to give the Buyer Purchaser a reasonable opportunity, at the Buyer's Purchaser’s expense, to segregate and remove such books and records as the Buyer Purchaser may select.

Access to Records after Closing. (a) For a period of five six (56) years after the Closing Date, either of the Selling Parties or their respective Aon and its representatives shall have reasonable access to all of the books and records of the Seller Companies and the Subsidiaries to the extent that such access may reasonably be required by either of the Selling Parties Aon in connection with matters relating to or affected by the operations of the Seller in Companies and the conduct of the Business Subsidiaries 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) reasonable advance notice and during normal business hours. Aon shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 13.6(a). If Buyer, the Buyer Companies or the Subsidiaries shall desire to dispose of any of such books and records prior to the expiration of such fivesix-year period, the Buyer shall, prior to such disposition, give the Selling Parties Aon a reasonable opportunity, at the Selling Parties' Aon’s expense, to segregate and remove such books and records as the Selling Parties Aon may select. (b) For a period of five six (56) years after the Closing Date, the Buyer and its representatives shall have reasonable access to all of the books and records of the Seller Aon relating to the extent that such access may reasonably be required by Companies and the Buyer in connection with matters relating to or affected by the operations of the Seller in the conduct of the Business prior to Subsidiaries after the Closing Date. Such access shall be afforded by the Selling Parties Aon upon receipt of reasonable advance notice and during normal business hours. The Buyer shall be solely responsible for any costs or and expenses incurred by it pursuant to this (S) 5.8(bSection 13.6(b). If the Selling Parties Aon shall desire to dispose of any of such books and records prior to the expiration of such fivesix-year period, the Selling Parties Aon shall, prior to such disposition, give the Buyer a reasonable opportunity, at the Buyer's ’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 five (5) six years after the Closing Date, either of the Selling Parties or their respective Parent and its representatives shall have reasonable access to all of the books and records of the Seller Companies to the extent that such access may reasonably be required by either of the Selling Parties Parent in connection with matters relating to or affected by the operations of the Seller in the conduct of the Business Companies 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) reasonable advance notice and during normal business hours. Parent shall be solely responsible for any costs or expenses incurred by it pursuant to this SECTION 13.6(A). If Buyer or the Buyer Companies shall desire to dispose of any of such books and records prior to the expiration of such fivesix-year period, the Buyer shall, prior to such disposition, give the Selling Parties Parent a reasonable opportunity, at the Selling Parties' Parent's expense, to segregate and remove such books and records as the Selling Parties Parent may select. (b) For a period of five (5) six years after the Closing Date, the Buyer and its representatives shall have reasonable access to all of the books and records of the Seller relating to the extent that such access Companies which Parent or any of its Affiliates 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 retain after the Closing Date. Such access shall be afforded by the Selling Parties Parent and its Affiliates upon receipt of reasonable advance notice and during normal business hours. The Buyer shall be solely responsible for any costs or and expenses incurred by it pursuant to this (S) 5.8(bSECTION 13.6(B). If the Selling Parties Parent or any of its Affiliates shall desire to dispose of any of such books and records prior to the expiration of such fivesix-year period, the Selling Parties Parent 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 five (5) six years after the Closing Date, either of the Selling Parties or their respective Seller and its representatives shall have reasonable access to all of the books and records of the Seller Business to the extent that such access may reasonably be required by either of the Selling Parties Seller in connection with matters relating to or affected by the operations of the Seller in the conduct of the Business prior to the Closing Cut-Off 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) reasonable advance notice and during normal business hours. Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 13.6(a). If the Buyer shall desire to dispose of any of such books and records prior to the expiration of such fivesix-year period, the Buyer shall, prior to such disposition, give the Selling Parties Seller a reasonable opportunity, at the Selling Parties' Seller’s expense, to segregate and remove such books and records as the Selling Parties Seller may select. (b) For a period of five (5) six years after the Closing Date, the Buyer and its representatives shall have reasonable access to all of the books and records of the Seller relating to the extent that such access Business which Seller or any of its Affiliates 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 retain after the Closing Date. Such access shall be afforded by the Selling Parties Seller and its Affiliates upon receipt of reasonable advance notice and during normal business hours. The Buyer shall be solely responsible for any costs or and expenses incurred by it pursuant to this (S) 5.8(bSection 13.6(b). If the Selling Parties Seller or any of its Affiliates shall desire to dispose of any of such books and records prior to the expiration of such fivesix-year period, the Selling Parties Seller shall, prior to such disposition, give the Buyer a reasonable opportunity, at the Buyer's ’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 five (5) seven years after the Closing Date, either of the Selling Parties or their respective representatives Seller’s 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) reasonable advance notice and during normal business hours. Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 6.13. If the Buyer shall desire to dispose of any of such books and records prior to the expiration of such five-seven year period, the Buyer shall, prior to such disposition, give the Selling Parties Seller’s Representative a reasonable opportunity, at the Selling Parties' Seller’s expense, to segregate and remove such books and records as the Selling Parties Seller’s Representative may select. (b) For a period of five (5) three 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 Seller which any of Seller or affected by the operations any of the Seller in the conduct of the Business prior to its Affiliates may retain after the Closing Date. Such access shall be afforded by the Selling Parties each Seller and its Affiliates upon receipt of reasonable advance notice and during normal business hours. The Buyer shall be solely responsible for any costs or and expenses incurred by it pursuant to this (S) 5.8(b)Section 6.13. If the Selling Parties any Seller or any of its Affiliates shall desire to dispose of any of such books and records prior to the expiration of such fivethree-year period, the Selling Parties such Seller shall, prior to such disposition, give the Buyer a reasonable opportunity, at the Buyer's ’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 five (5) ten years after the Closing Date, either of the Selling Parties or their respective BKK and its representatives shall have reasonable access to all of the books and records of the Seller Japanese ▇▇▇▇▇▇▇ Business transferred to ELL hereunder to the extent that such access may reasonably be required by either of the Selling Parties BKK in connection with matters relating to or affected by the operations of the Seller in the conduct of the Japanese ▇▇▇▇▇▇▇ 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 ELL upon receipt of reasonable (a) reasonable advance notice and during normal business hours. BKK shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 14.3(a). If the Buyer ELL shall desire to dispose of any of such books and records prior to the expiration of such fiveten-year period, the Buyer ELL shall, prior to such disposition, give the Selling Parties BKK a reasonable opportunity, at the Selling Parties' BKK's expense, to segregate and remove such books and records as the Selling Parties BKK may select. (b) For a period of five (5) ten years after the Closing Date, the Buyer ELL and its representatives shall have reasonable access to all of the books and records of the Seller relating to the extent that such access Japanese ▇▇▇▇▇▇▇ Business which BKK or any of its Affiliates 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 retain after the Closing Date. Such access shall be afforded by the Selling Parties BKK and its Affiliates upon receipt of reasonable advance notice and during normal business hours. The Buyer ELL shall be solely responsible for any costs or and expenses incurred by it pursuant to this (S) 5.8(bSection 14.3(b). If the Selling Parties BKK or any of its Affiliates shall desire to dispose of any of such books and records prior to the expiration of such fiveten-year period, the Selling Parties BKK shall, prior to such disposition, give the Buyer ELL a reasonable opportunity, at the BuyerELL's expense, to segregate and remove such books and records as the Buyer ELL may select.

Access to Records after Closing. (a) For a period of five (5) six years after the Closing Date, either of the Selling Parties or Seller and their respective representatives shall have reasonable access to all of the books and records of the Seller Company to the extent that such access may reasonably be required by either of the Selling Parties Seller in connection with matters relating to or affected by the operations of the Seller in the conduct of the Business Company 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 Purchaser upon receipt of reasonable (a) reasonable advance notice and during normal business hours. Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 13.6(a). If Purchaser or the Buyer Company shall desire to dispose of any of such books and records prior to the expiration of such fivesix-year period, the Buyer Purchaser shall, prior to such disposition, give the Selling Parties Seller a reasonable opportunity, at the Selling Parties' Seller's expense, to segregate and remove such books and records as the Selling Parties Seller may select. (b) For a period of five (5) six years after the Closing Date, the Buyer Purchaser and its representatives shall have reasonable access to all of the books and records of the Seller relating to the extent that such access Company which Seller or any of its Affiliates 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 retain after the Closing Date. Such access shall be afforded by the Selling Parties Seller and its Affiliates upon receipt of reasonable advance notice and during normal business hours. The Buyer Purchaser shall be solely responsible for any costs or and expenses incurred by it pursuant to this (S) 5.8(bSection 13.6(b). If the Selling Parties Seller or any of its Affiliates shall desire to dispose of any of such books and records prior to the expiration of such fivesix-year period, the Selling Parties Seller shall, prior to such disposition, give the Buyer Purchaser a reasonable opportunity, at the BuyerPurchaser's expense, to segregate and remove such books and records as the Buyer Purchaser may select.

Access to Records after Closing. (a) For a period of five (5) six years after the Closing Date, either of the Selling Parties or their respective Seller and its representatives shall have reasonable access to all of the books and records of the Seller Company to the extent that such access may reasonably be required by either of the Selling Parties Seller in connection with matters relating to or affected by the operations of the Seller in the conduct of the Business Company prior to the Closing Date. In addition, either Date or the exercise 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) aboveRepurchase Options. Such access shall be afforded by the Buyer Buyers upon receipt of reasonable (a) reasonable advance notice and during normal business hours. Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 7.3(a). If the Buyer Buyers shall desire to dispose of any of such books and records prior to the expiration of such fivesix-year period, the Buyer Buyers shall, prior to such disposition, give the Selling Parties Seller a reasonable opportunity, at the Selling Parties' Seller's expense, to segregate and remove such books and records as the Selling Parties Seller may select. (b) For a period of five (5) six years after the Closing Date, the Buyer Buyers and its their representatives shall have reasonable access to all of the books and records of the Seller relating to the extent that such access Company which Seller or any of its Affiliates 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 retain after the Closing Date. Such access shall be afforded by the Selling Parties Seller and its Affiliates upon receipt of reasonable advance notice and during normal business hours. The Buyer Buyers shall be solely responsible for any costs or and expenses incurred by it pursuant to this (S) 5.8(bSection 7.3(b). If the Selling Parties Seller or any of its Affiliates shall desire to dispose of any of such books and records prior to the expiration of such fivesix-year period, the Selling Parties Seller shall, prior to such disposition, give the Buyer Buyers a reasonable opportunity, at the Buyer's Buyers' expense, to segregate and remove such books and records as the Buyer Buyers may select. (c) In the event that the Repurchase Option is exercised, after the Repurchase Closing Date (as defined below) the term Seller in this Section 7.3 shall mean AVM and Associates and the term Buyers shall mean the party exercising the Repurchase Option.

Access to Records after Closing. (a) For Except as provided in Section 8.4(c), for a period of five seven (57) years after the Closing Date, either of the Selling Parties or Sellers and their respective representatives Representatives shall have reasonable access to all of the books and records of the Seller Business transferred to Purchasers hereunder to the extent that such access may reasonably be required by either of the Selling Parties Sellers 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 Date or are otherwise required by Sellers in connection with the completion of the Selling Parties or Chapter 11 Cases and the wind-down of their respective representatives estates. Such access shall be afforded by Purchasers upon receipt of reasonable advance notice and during normal business hours. Sellers shall be solely responsible for any costs or expenses incurred by them pursuant to the preceding sentences of this Section 5.14(a). (b) Except as provided in Section 8.4(c), for a period of three (3) years after Closing Date, Purchasers and its Representatives shall have reasonable access to all of the books and records of the Buyer to Business that Sellers may retain after 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) aboveClosing Date. Such access shall be afforded by the Buyer Sellers upon receipt of reasonable (a) reasonable advance notice and during normal business hours. Purchasers shall be solely responsible for any costs and expenses incurred by them pursuant to this Section 5.14(b). If the Buyer Sellers shall desire to dispose of any of such books and records prior to the expiration of such fivethree-year period, the Buyer Sellers shall, prior to such disposition, give the Selling Parties Purchasers a reasonable opportunity, at the Selling Parties' Purchasers’ expense, to segregate and remove such books and records as the Selling Parties Purchasers 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 five six (56) years after the Closing DateDate Seller, either of the Selling Parties or their CNS and DCS and its respective representatives shall have reasonable access to all of the books and records of the Seller Business transferred to Buyer hereunder to the extent that such access may reasonably be required by either of the Selling Parties Seller, CNS or DCS 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) reasonable advance notice and during normal business hours. Seller, CNS and DCS shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 12.5. If the Buyer shall desire to dispose of any of such books and records prior to the expiration of such fivesix-year period, the Buyer it shall, prior to such disposition, give the Selling Parties Seller, CNS and DCS a reasonable opportunity, at the Selling Parties' Seller, CNS and DCS’s expense, to segregate and remove such books and records as the Selling Parties other party may select. (b) For a period of five six (56) years after the Closing Date, the Buyer and its representatives shall have reasonable access to all of the books and records of the Seller relating to the extent that such access Business which Seller, CNS or DCS or any of its Affiliates 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 retain after the Closing Date. Such access shall be afforded by the Selling Parties Seller, CNS and DCS and its Affiliates upon receipt of reasonable advance notice and during normal business hours. The Buyer shall be solely responsible for any costs or and expenses incurred by it pursuant to this (S) 5.8(b)Section 12.5. If the Selling Parties Seller, CNS or DCS or any of its Affiliates shall desire to dispose of any of such books and records prior to the expiration of such fivesix-year period, the Selling Parties Seller, CNS or DCS shall, prior to such disposition, give the Buyer a reasonable opportunity, at the Buyer's ’s expense, to segregate and remove such books and records as the Buyer other party may select.

Access to Records after Closing. (a) For a period of five six (56) years from and after the Closing Date, either of the Selling Parties or their respective Seller and its representatives shall have reasonable access to inspect and copy all of the books and records of relating to the Seller Assets or the Business transferred to Buyer hereunder to the extent that such access may reasonably be required by either of the Selling Parties Seller in connection with matters relating to or affected by the operations operation of the Seller in the conduct of Assets or 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) reasonable advance notice and during normal business hours. If the Buyer shall desire to dispose of any of such books and records prior to the expiration of such fivesix-year period, the Buyer shall, prior to such disposition, give the Selling Parties Seller a reasonable opportunity, at the Selling Parties' Seller's expense, to segregate and remove such books and records as the Selling Parties may select.Seller (b) For a period of five six (56) years from and after the Closing Date, the Buyer and its representatives shall have reasonable access to inspect and copy all of the books and records of the Seller relating to the extent that such access may reasonably be required by the Buyer in connection with matters relating to Assets or affected by the operations of the Seller in the conduct of the Business prior to which Seller or any of its affiliates may retain after the Closing Date. Such access shall be afforded by the Selling Parties Seller and its affiliates upon receipt of reasonable advance notice and during normal business hours. The Buyer shall be solely responsible for If Seller or any costs or expenses incurred by it pursuant to this (S) 5.8(b). If the Selling Parties of its affiliates shall desire to dispose of any of such books and records prior to the expiration of such fivesix-year period, the Selling Parties Seller 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. Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section. (c) Nothing contained in this Section shall require Buyer or Seller to retain any books or records longer than such books or records would otherwise have been retained in the ordinary course of business but for the transactions contemplated by this Agreement.

Access to Records after Closing. (a) For a period of five (5) six years after the Closing Date, either of the Selling Parties or their respective Seller and its representatives shall have reasonable access to all of the books and records of the Seller Companies and the Transferring Subsidiaries which Buyer or any of its Affiliates may retain after the Closing Date to the extent that such access may reasonably be required by either of the Selling Parties Seller in connection with matters relating to or affected by the operations of the Seller in Companies and the conduct of the Business Transferring Subsidiaries prior to the Closing Cut-Off 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) reasonable advance notice and during normal business hours. Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 12.6(a). If Buyer, the Buyer Companies or the Subsidiaries shall desire to dispose of any of such books and records prior to the expiration of such fivesix-year period, the Buyer shall, prior to such disposition, give the Selling Parties Seller a reasonable opportunity, at the Selling Parties' Seller’s expense, to segregate and remove such books and records as the Selling Parties Seller may select. (b) For a period of five (5) six years after the Closing Date, the Buyer and its representatives shall have reasonable access to all of the books and records of the Seller relating to the extent that such access Business, the Companies and the Subsidiaries which Seller or any of its Affiliates 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 retain after the Closing Date. Such access shall be afforded by the Selling Parties Seller and its Affiliates upon receipt of reasonable advance notice and during normal business hours. The Buyer shall be solely responsible for any costs or and expenses incurred by it pursuant to this (S) 5.8(bSection 12.6(b). If the Selling Parties Seller or any of its Affiliates shall desire to dispose of any of such books and records prior to the expiration of such fivesix-year period, the Selling Parties Seller shall, prior to such disposition, give the Buyer a reasonable opportunity, at the Buyer's ’s expense, to segregate and remove such books and records as the Buyer may select. (c) Within sixty (60) days after the Closing, Seller shall, at Buyer’s sole cost and expense, deliver to Buyer, at such location as Buyer shall designate, all files, correspondence and other materials in the possession of Seller or its Affiliates, relating to the Real Estate and all original documents relating to the Real Estate, including the Lease Agreements and the Real Estate Agreements in the possession of Seller or its Affiliates.

Access to Records after Closing. (a) For a period of five (5) years after [REDACTED] , the Closing Date, either of the Selling Parties or their respective Seller and its representatives shall have reasonable access to all of the books and records of the Seller Business transferred to the Buyer hereunder to the extent that such access may reasonably be required by either of the Selling Parties Seller 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) reasonable advance notice and during normal business hours. The Seller 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 five-year [REDACTED] period, the Buyer it shall, prior to such disposition, give the Selling Parties Seller a reasonable opportunity, at the Selling Parties' Seller’s expense, to segregate and remove such books and records as the Selling Parties Seller may select. (b) For a period of five (5) years after the Closing Date[REDACTED], the Buyer and its representatives shall have reasonable access to all of the books and records of relating to the Business which 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 retain after the Closing Date. Such access shall be afforded by the Selling Parties Seller upon receipt of reasonable advance notice and during normal business hours. The Buyer shall be solely responsible for any costs or and expenses incurred by it pursuant to this (S) 5.8(bSection 11.7(b). If the Selling Parties Seller shall desire to dispose of any of such books and records prior to the expiration of such five-year [REDACTED] period, the Selling Parties it shall, prior to such disposition, give the Buyer a reasonable opportunity, at the Buyer's ’s expense, to segregate and remove such books and records as the Buyer may select.

Access to Records after Closing. (a) The Sellers and ------------------------------- the Buyer agree that each of them shall preserve and keep the records held by it relating to the Business for a period of six (6) years from the Closing Date. (b) For a period of five (5) six years after the Closing Date, either of the Selling Parties or Sellers and their respective representatives shall have reasonable access to all of the books and records of the Seller Surviving Corporation and the Subsidiaries to the extent that such access may reasonably be required by either of the Selling Parties Sellers in connection with matters relating to or affected by the operations of the Seller in Company and the conduct of the Business Subsidiaries 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) reasonable advance notice and during normal business hours. The Sellers shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 13.6(b). If the Buyer Buyer, the Surviving Corporation or --------------- the Subsidiaries shall desire to dispose of any of such books and records prior to the expiration of such fivesix-year period, the Buyer shall, prior to such disposition, give the Selling Parties Sellers a reasonable opportunity, at the Selling PartiesSellers' expense, to segregate and remove such books and records as the Selling Parties Sellers may select. (bc) For a period of five six (56) years after the Closing Date, the Buyer and its representatives shall have reasonable access to all of the books and records of the Seller Sellers or any of their Affiliates relating to the extent that such access may reasonably be required by Company and 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 DateSubsidiaries. Such access shall be afforded by the Selling Parties Sellers and their Affiliates upon receipt of reasonable advance notice and during normal business hours. The Buyer shall be solely responsible for any costs or and expenses incurred by it pursuant to this (S) 5.8(bSection 13.6(c). If the Selling Parties Sellers or any of their --------------- Affiliates shall desire to dispose of any of such books and records prior to the expiration of such fivesix-year period, the Selling Parties Sellers 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 five (5) six years after the Closing Date, either of the Selling Parties or Sellers and their respective representatives shall have reasonable access to all of the books and records of the Seller Divisions transferred to Buyer hereunder to the extent that such access may reasonably be required by either of the Selling Parties Sellers in connection with matters relating to or affected by the operations of the Seller in the conduct of the Business Divisions 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) 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 the Buyer shall desire to dispose of any of such books and records prior to the expiration of such fivesix-year period, the Buyer shall, prior to such disposition, give the Selling Parties Sellers a reasonable opportunity, at the Selling PartiesSellers' expense, to segregate and remove such books and records as the Selling Parties Sellers may select. (b) For a period of five (5) six years after the Closing Date, the Buyer and its representatives shall have reasonable access to all of the books and records of the Seller relating to the extent that such access Business which Sellers or any of their Affiliates 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 retain after the Closing Date. Such access shall be afforded by the Selling Parties Sellers and their Affiliates upon receipt of reasonable advance notice and during normal business hours. The Buyer shall be solely responsible for any costs or and expenses incurred by it pursuant to this (S) 5.8(bSECTION 13.6(B). If the Selling Parties Sellers or any of their Affiliates shall desire to dispose of any of such books and records prior to the expiration of such fivesix-year period, the Selling Parties Sellers 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 five (5) six years after the Closing Date, either of the Selling Parties or their respective Seller and its representatives shall have reasonable access to all of the books and records of the Seller Companies to the extent that such access may reasonably be required by either of the Selling Parties Seller in connection with matters relating to or affected by the operations of the Seller in the conduct of the Business Companies prior to the Closing Cut-Off 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) reasonable advance notice and during normal business hours. Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 12.6(a). If Buyer or the Buyer Companies shall desire to dispose of any of such books and records prior to the expiration of such fivesix-year period, the Buyer shall, prior to such disposition, give the Selling Parties Seller a reasonable opportunity, at the Selling Parties' Seller's expense, to segregate and remove such books and records as the Selling Parties Seller may select. (b) For a period of five (5) six years after the Closing Date, the Buyer and its representatives shall have reasonable access to all of the books and records of the Seller relating to the extent that such access Companies which Seller or any of its Affiliates 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 retain after the Closing Date. Such access shall be afforded by the Selling Parties Seller and its Affiliates upon receipt of reasonable advance notice and during normal business hours. The Buyer shall be solely responsible for any costs or and expenses incurred by it pursuant to this (S) 5.8(bSection 12.6(b). If the Selling Parties Seller or any of its Affiliates shall desire to dispose of any of such books and records prior to the expiration of such fivesix-year period, the Selling Parties Seller 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 five (5) six years after the Closing Date, either of the Selling Parties or Quixote, DMI and their respective representatives shall have reasonable access to all of the books and records of the Seller Business transferred to Cinram hereunder to the extent that such access may reasonably be required by either of the Selling Parties Quixote or DMI 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 Cinram upon receipt of reasonable (a) reasonable advance notice and during normal business hours. Except as otherwise expressly provided in Section 8.6, Quixote shall be solely responsible for all costs or expenses incurred pursuant to this Section 13.6(a). If the Buyer Cinram shall desire to dispose of any of such books and records prior to the expiration of such fivesix-year period, the Buyer Cinram shall, prior to such disposition, give the Selling Parties Quixote a reasonable opportunity, at the Selling Parties' Quixote's expense, to segregate and remove such books and records as the Selling Parties Quixote may select. (b) For a period of five (5) six years after the Closing Date, the Buyer Parent, Cinram and its their representatives shall have reasonable access to all of the books and records of the Seller relating to the extent that such access Business which Quixote, DMI or any of their Affiliates 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 retain after the Closing Date. Such access shall be afforded by the Selling Parties Quixote, DMI and their Affiliates upon receipt of reasonable advance notice and during normal business hours. The Buyer Parent shall be solely responsible for any all costs or and expenses incurred by it pursuant to this (S) 5.8(bSection 13.6(b). If the Selling Parties Quixote, DMI or any of their Affiliates shall desire to dispose of any of such books and records prior to the expiration of such fivesix-year period, the Selling Parties Quixote shall, prior to such disposition, give the Buyer Parent a reasonable opportunity, at the BuyerParent's expense, to segregate and remove such books and records as the Buyer Parent may select.. A-50

Access to Records after Closing. (a) For a period of five (5) six years after the Closing Date, either of the Selling Parties or Sellers and their respective representatives shall have reasonable access to all of the books and records of the Seller Divisions transferred to Buyer hereunder to the extent that such access may reasonably be required by either of the Selling Parties Sellers in connection with matters relating to or affected by the operations of the Seller in the conduct of the Business Divisions 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) 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 the Buyer shall desire to dispose of any of such books and records prior to the expiration of such fivesix-year period, the Buyer shall, prior to such disposition, give the Selling Parties Sellers a reasonable opportunity, at the Selling PartiesSellers' expense, to segregate and remove such books and records as the Selling Parties Sellers may select. (b) For a period of five (5) six years after the Closing Date, the Buyer and its representatives shall have reasonable access to all of the books and records of the Seller relating to the extent that such access Business which Sellers or any of their Affiliates 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 retain after the Closing Date. Such access shall be afforded by the Selling Parties Sellers and their Affiliates upon receipt of reasonable advance notice and during normal business hours. The Buyer shall be solely responsible for any costs or and expenses incurred by it pursuant to this (S) 5.8(bSECTION 13.6(b). If the Selling Parties Sellers or any of their Affiliates shall desire to dispose of any of such books and records prior to the expiration of such fivesix-year period, the Selling Parties Sellers 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 five (5) years after [REDACTED] , the Closing Date, either of the Selling Parties or their respective Seller and its representatives shall have reasonable access to all of the books and records of the Seller Business transferred to the Buyer hereunder to the extent that such access may reasonably be required by either of the Selling Parties Seller 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) reasonable advance notice and during normal business hours. The Seller 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 five-year [REDACTED] period, the Buyer it shall, prior to such disposition, give the Selling Parties Seller a reasonable opportunity, at the Selling Parties' Seller’s expense, to segregate and remove such books and records as the Selling Parties Seller may select. (b) For a period of five (5) years after the Closing Date[REDACTED] , the Buyer and its representatives shall have reasonable access to all of the books and records of relating to the Business which 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 retain after the Closing Date. Such access shall be afforded by the Selling Parties Seller upon receipt of reasonable advance notice and during normal business hours. The Buyer shall be solely responsible for any costs or and expenses incurred by it pursuant to this (S) 5.8(bSection 11.7(b). If the Selling Parties Seller shall desire to dispose of any of such books and records prior to the expiration of such five-year [REDACTED] period, the Selling Parties it shall, prior to such disposition, give the Buyer a reasonable opportunity, at the Buyer's ’s expense, to segregate and remove such books and records as the Buyer may select.