Common use of Access to Records after Closing Clause in Contracts

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

Access to Records after Closing. (a) For The Seller Representative shall have the right for a period of six years after following the Closing Date, Sellers and their Representatives shall Date to have reasonable access access, during regular business hours and upon reasonable advance written notice, to all of the books and records of regarding the Acquired Companies transferred to Buyers hereunder and needed by the Seller Representative for the purpose of determining any matter relating to the operations its rights and obligations (or those of the Business prior Sellers) hereunder, or for the purpose of (i) compliance with reporting, disclosure, filing or other similar requirements applicable to the Closing Date Seller Representative or the Sellers (including under applicable securities laws) with any Government Agency or securities exchange having jurisdiction over the Seller Representative or the Sellers; (ii) for use in any other judicial, regulatory, administrative or other Action (other than any Action against or involving Parent or its Affiliates; provided, that this proviso shall not in any way limit or preclude discovery or any other documentary request or demand in any such Action); (iii) for use in connection with any Tax, audit, accounting, financial reporting, regulatory, compliance, claims, internal investigation or other similar requirements or proceedings; or (iv) to comply with its obligations under this Agreement or any Transaction Document; provided, however, that (A) Parent shall not be obligated to provide the Seller Representative with any information where such access or disclosure would violate any Law, fiduciary duty or term of any Contract or prohibit the ability of Parent or any of its Affiliates to assert attorney-client, attorney work product or other similar privilege and (B) Parent may redact from any information provided such portion of that information to the extent it exclusively regards Parent or its Affiliates and is not otherwise not related to the Acquired Companies; provided, further, in the case of the foregoing clause (A), that Parent shall, and shall cause its Affiliates to, reasonably cooperate to enable the Seller Representative to enter into appropriate confidentiality, joint defense or similar documents or agreements so that the Seller Representative may obtain access to such access may reasonably information. Parent shall be required by Sellersentitled to recover from the Seller Representative its reasonable, documented, out-of-pocket costs (including copying costs) incurred in connection with its provision of such access. Such All such information and access shall be afforded by Buyers upon receipt of reasonable advance notice and during normal business hours. Sellers shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 13.6(a). If Buyers shall desire to dispose of any of such books and records prior subject to the expiration terms and conditions of a non-disclosure agreement to be mutually acceptable to Parent and the Seller Representative, and no such six-year period, Buyers shall, prior to such disposition, give Sellers a reasonable opportunity, at Sellers’ expense, to segregate and remove such books and records as Sellers may select. Notwithstanding the foregoing, neither Buyers nor the Acquired Companies information shall be required to violate any obligation be provided by Parent until such non-disclosure agreement has been duly executed and delivered by each of confidentiality, Court Order or Requirements of Law to which Buyers or any Acquired Company is subject or to waive any privilege which any of them may possess in discharging their obligations pursuant to this Section 13.6(a) (it being understood that Buyers shall cause Parent and the Acquired Companies to take reasonable actions to eliminate any such impediments to providing such information)Seller Representative. (b) For a period of six years after the Closing Date, Buyers and their Representatives shall have reasonable access to all of the books and records relating Any information that is provided to the Interests, the Acquired Companies or the Business which Sellers or any of their respective Affiliates may retain after the Closing Date. Such access shall be afforded by Sellers and their respective Affiliates upon receipt of reasonable advance notice and during normal business hours. Buyers shall be solely responsible for any costs and expenses incurred by it Seller Representative pursuant to this Section 13.6(b)6.5 shall be deemed to remain the property of the providing party. If Sellers Nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such information. (c) Parent shall not have any liability to the Seller Representative or any of their respective Affiliates shall desire to dispose of other Person in the event that any of such books and records prior to the expiration of such six-year period, Sellers shall, prior to such disposition, give Buyers a reasonable opportunity, at Buyers’ expense, to segregate and remove such books and records as Buyers may select. Notwithstanding the foregoing, neither Seller shall be required to violate any obligation of confidentiality, Court Order or Requirements of Law to which either Seller is subject or to waive any privilege which any of them may possess in discharging their obligations information provided pursuant to this Section 13.6(b) (it being understood that Sellers 6.4 is found to be inaccurate. Parent shall take not have any liability to the Seller Representative or any other Person if any information is destroyed or lost after reasonable actions commercial efforts by Parent to eliminate any such impediments to providing such information)comply with the provisions of this Section 6.4.

Access to Records after Closing. (a) For Subject to Section 13.1, for a period of six (6) years after the Closing Date, Sellers the Stockholder Representative and their Representatives its representatives shall have reasonable access to all of the books and records of the Acquired Companies transferred to Buyers hereunder and relating to the operations of the Business any period prior to the Closing Date and reasonably related to the Relevant Matters to the extent that such access may reasonably be required by Sellers. Such the Stockholder Representative (on its own behalf or on behalf of any other Seller) only in connection with the preparation of Tax Returns or other documents related to Tax matters (the “Relevant Matters”), subject to any applicable Requirements of Laws; provided, however, that Buyer shall not be required to violate any obligation of confidentiality to which Buyer or any Acquired Company is subject or to waive any privilege (including the attorney-client privilege) which any of them may possess in discharging its obligations pursuant to this Section 13.5; provided, further, that such access shall not unreasonably interfere with the business or operations of the Buyer or any of its Affiliates; and provided, further, that the auditors and independent accountants of the Buyer or its Affiliates shall not be afforded obligated to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. If so reasonably requested by Buyers upon receipt the Buyer, the Stockholder Representative and its representatives, as applicable, shall enter into a customary joint defense agreement with any one or more of reasonable advance notice the Buyer and during normal business hoursits Affiliates with respect to any information to be provided to the Stockholder Representative and its representatives pursuant to this Section 13.5. Sellers The Stockholder Representative shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 13.6(a)13.5. If Buyers Buyer or the Acquired Companies shall desire to dispose of any of such books and records prior to the expiration of such six-six (6) year period, Buyers Buyer shall, prior to such disposition, give Sellers the Stockholder Representative a reasonable opportunity, at Sellers’ the Stockholder Representative’s expense, to segregate and remove such books and records as Sellers may select. Notwithstanding the foregoing, neither Buyers nor the Acquired Companies shall be required to violate any obligation of confidentiality, Court Order or Requirements of Law to which Buyers or any Acquired Company is subject or to waive any privilege which any of them may possess in discharging their obligations pursuant to this Section 13.6(a) (it being understood that Buyers shall cause the Acquired Companies to take reasonable actions to eliminate any such impediments to providing such information). (b) For a period of six years after the Closing Date, Buyers and their Representatives shall have reasonable access to all of the books and records relating to the Interests, the Acquired Companies or the Business which Sellers or any of their respective Affiliates may retain after the Closing Date. Such access shall be afforded by Sellers and their respective Affiliates upon receipt of reasonable advance notice and during normal business hours. Buyers shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 13.6(b). If Sellers or any of their respective Affiliates shall desire to dispose of any of such books and records period prior to the expiration of such six-year period, Sellers shall, prior Closing and reasonably related to such disposition, give Buyers a reasonable opportunity, at Buyers’ expense, to segregate and remove such books and records as Buyers may select. Notwithstanding the foregoing, neither Seller shall be required to violate any obligation of confidentiality, Court Order or Requirements of Law to which either Seller is subject or to waive any privilege which any of them may possess in discharging their obligations pursuant to this Section 13.6(b) (it being understood that Sellers shall take reasonable actions to eliminate any such impediments to providing such information)matters set forth above.

Access to Records after Closing. (a) For Subject to Section 13.1, for a period of six (6) years after the Closing Date, Sellers the Stockholder Representative and their Representatives its representatives shall have reasonable access to all of the books and records of the Acquired Companies transferred and (to Buyers hereunder and the extent relating to the operations of the Business prior to the Closing Date ML Acquired Business) Medline, to the extent that such access may reasonably be required by Sellersthe Stockholder Representative (on its own behalf or on behalf of any other Seller) in connection with any legitimate matter (to the extent not involving a dispute or Proceeding among the parties (or any of them)) relating to or affected by the operations of the Acquired Companies or the ML Acquired Business on or prior to the Closing Date; provided, however, that Buyer shall not be required to violate any obligation of confidentiality to which Buyer, either Acquired Company or Medline is subject or to waive any privilege which any of them may possess in discharging its obligations pursuant to this Section 13.5; provided further, that in any such case, Buyer shall, and shall cause any applicable Acquired Company to, and Medline shall, reasonably cooperate with the Stockholder Representative to seek an appropriate remedy to permit the access contemplated hereby. Such access shall be afforded by Buyers Buyer or Medline, as applicable, upon receipt of reasonable advance notice and during normal business hours; provided, however, that the Stockholder Representative acknowledges and agrees that such access shall not interfere unreasonably with the operations of the Acquired Companies, Buyer or Medline, as applicable. Sellers The Stockholder Representative shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 13.6(a)13.5. If Buyers Buyer, the Acquired Companies or Medline, as applicable, shall desire to dispose of any of such books and records prior to the expiration of such six-year six (6)-year period, Buyers Buyer or Medline, as applicable, shall, prior to such disposition, give Sellers the Stockholder Representative a reasonable opportunity, at Sellers’ the Stockholder Representative’s expense, to segregate and remove such books and records as Sellers the Stockholder Representative may select. Notwithstanding the foregoing, neither Buyers nor the Acquired Companies shall be required to violate any obligation of confidentiality, Court Order or Requirements of Law to which Buyers or any Acquired Company is subject or to waive any privilege which any of them may possess in discharging their obligations pursuant to this Section 13.6(a) (it being understood that Buyers shall cause the Acquired Companies to take reasonable actions to eliminate any such impediments to providing such information). (b) For a period of six years after the Closing Date, Buyers and their Representatives shall have reasonable access to all of the books and records relating to the Interests, the Acquired Companies or the Business which Sellers or any of their respective Affiliates may retain after the Closing Date. Such access shall be afforded by Sellers and their respective Affiliates upon receipt of reasonable advance notice and during normal business hours. Buyers shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 13.6(b). If Sellers or any of their respective Affiliates shall desire to dispose of any of such books and records prior to the expiration of such six-year period, Sellers shall, prior to such disposition, give Buyers a reasonable opportunity, at Buyers’ expense, to segregate and remove such books and records as Buyers may select. Notwithstanding the foregoing, neither Seller shall be required to violate any obligation of confidentiality, Court Order or Requirements of Law to which either Seller is subject or to waive any privilege which any of them may possess in discharging their obligations pursuant to this Section 13.6(b) (it being understood that Sellers shall take reasonable actions to eliminate any such impediments to providing such information).

Access to Records after Closing. (a) For a period of six years after the Closing Date, Sellers the Selling Shareholders and their Representatives representatives shall have reasonable access to all of the books and records of the Acquired Companies transferred to Buyers hereunder and relating to the operations of the Business prior to the Closing Date to the extent that such access may reasonably be required by Sellersthe Selling Shareholders in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to the operations of the Companies prior to Closing; provided, that any such access by the Selling Shareholders and their representatives shall not unreasonably interfere with the conduct of the business of the Subsidiaries and; provided, further, that this provision shall not be available to and shall not expand the scope of discovery in the case of a legal proceeding between the parties (but only to the extent of the matters that are the subject of such proceeding). Such access shall be afforded by Buyers Buyer upon receipt of reasonable advance notice and during normal business hours. Sellers The Selling Shareholders shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 13.6(a14.4(a). The Buyer shall not be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Buyer or the Subsidiaries or contravene any Requirements of Law. If Buyers Buyer or the Companies shall desire to dispose of any of such books and records prior to the expiration of such six-year period, Buyers Buyer shall, prior to such disposition, give Sellers the Selling Shareholders a reasonable opportunity, at Sellers’ the Selling Shareholders' expense, to segregate and remove such books and records as Sellers the Selling Shareholders may select. Notwithstanding the foregoing, neither Buyers nor the Acquired Companies shall be required to violate any obligation of confidentiality, Court Order or Requirements of Law to which Buyers or any Acquired Company is subject or to waive any privilege which any of them may possess in discharging their obligations pursuant to this Section 13.6(a) (it being understood that Buyers shall cause the Acquired Companies to take reasonable actions to eliminate any such impediments to providing such information). (b) For a period of six years after the Closing Date, Buyers Buyer and their Representatives its representatives shall have reasonable access to all of the books and records relating to the Interests, Companies which the Acquired Companies or the Business which Sellers or any of Selling Shareholders and their respective Affiliates may retain after the Closing Date; provided, that any such access by Buyer shall not unreasonably interfere with the conduct of the business of the Selling Shareholders or their Affiliates and; provided, further, that this provision shall not be available to and shall not expand the scope of discovery in the case of a legal proceeding between the parties (but only to the extent of the matters that are the subject of such proceeding). Such access shall be afforded by Sellers the Selling Shareholders and their respective Affiliates Affiliates, as the case may be, upon receipt of reasonable advance notice and during normal business hours. Buyers Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 13.6(b14.4(b). The Selling Shareholders and their Affiliates shall not be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Selling Shareholders or their Affiliates or contravene any Requirements of Law. If Sellers the Selling Shareholders or any of their respective Affiliates shall desire to dispose of any of such books and records prior to the expiration of such six-year period, Sellers the Selling Shareholders or their Affiliates shall, prior to such disposition, give Buyers Buyer a reasonable opportunity, at Buyers’ Buyer's expense, to segregate and remove such books and records as Buyers Buyer may select. Notwithstanding the foregoing, neither Seller shall be required to violate any obligation of confidentiality, Court Order or Requirements of Law to which either Seller is subject or to waive any privilege which any of them may possess in discharging their obligations pursuant to this Section 13.6(b) (it being understood that Sellers shall take reasonable actions to eliminate any such impediments to providing such information).