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

Access to Records after Closing. (a) For a period of six years after the Closing Date orDate, in the case of books Seller and records relating to Taxes, until the expiration of all applicable statutes of limitation and carryback and carryforward periods, IPS, FDC and their Affiliates and their respective its representatives shall have reasonable access to the personnel and all of the books and records of the Business Companies to the extent that such access may reasonably be required by IPS or its Affiliates Seller in connection with matters relating to or affected by (i) the operations of the Business Companies prior to the Closing Date Date. Buyer agrees to maintain such records in readable and (ii) Sections 5.3readily accessible format during such six-year period. After such six-year period, 5.4Buyer may destroy or dispose of such records after providing at least 60 days’ advance written notice to Seller and an opportunity for Seller to obtain, 5.5 or 5.6at the cost of Seller, copies of any such records. Such access shall be afforded by the Company Buyer upon receipt of reasonable advance written notice and during normal business hours. IPS Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 9.4(a13.5(a) and shall reimburse Buyer for any reasonable costs or expenses incurred by it pursuant to this Section 13.5(a). If the Company shall desire to dispose of any of such books and records prior to the expiration of such six-year period or applicable statutes of limitation and carryback and carryforward periods, as the case may be, the Company shall, prior to such disposition, give IPS a reasonable opportunity, at IPS' expense, to segregate and remove such books and records as IPS may select. (b) For a period of six years after the Closing Date, or, in the case of books and records relating to Taxes, until the expiration of all applicable statutes of limitation, the Company Buyer and its representatives shall have reasonable access to the personnel and all of the books and records relating to the Business Companies which IPS Seller or any of its their Affiliates may retain after the Closing Date. Seller agrees to maintain such records in readable and readily accessible format during such six-year period. After such six-year period, Seller may destroy or dispose of such records after providing at least 60 days’ advance written notice to Buyer and an opportunity for Buyer to obtain, at the cost of Buyer, copies of any such records. Such access shall be afforded by IPS Seller and its their Affiliates upon receipt of reasonable advance written notice and during normal business hours. The Company Seller agrees to maintain such records in readable and readily accessible format during such six-year period. Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 9.4(b13.5(b) and shall reimburse Seller for any reasonable costs or expenses incurred by it pursuant to this Section 13.5(b). If IPS . (c) Neither Buyer nor Seller shall be obligated to provide the other party with access to any books or records (including personnel files) pursuant to this Section 13.5 where such access would violate any of its Affiliates shall desire to dispose of any of such books and records prior to the expiration of such six-year period Law, privilege or applicable statutes of limitation, as the case may be, IPS shall, prior to such disposition, give the Company a reasonable opportunity, at the Company's expense, to segregate and remove such books and records as the Company may selectconfidentiality obligation.

Access to Records after Closing. (a) For Subject to applicable laws and regulations relating to confidentiality and privacy of employee information and records, for a period of six years after the Closing Date or, in the case of books and records relating to Taxes, until the expiration of all applicable statutes of limitation and carryback and carryforward periodsEffective Date, IPS, FDC and their Affiliates and their respective representatives shall have reasonable access to all of the books and records of the Business to the extent that such access may reasonably be required by IPS IPS, FDC or its their Affiliates in connection with matters relating to or affected by (i) which are the operations subject matter of the Business prior to the Closing Date and (ii) Sections 5.3, 5.4, 5.5 or 5.6this Agreement. Such access shall be afforded by the Company upon receipt of reasonable advance written notice and during normal business hours. IPS shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 9.4(a8.8(a). If the Company shall desire to dispose of any of such books and records prior to the expiration of such six-year period or applicable statutes of limitation and carryback and carryforward periodsperiod, as the case may be, the Company shall, prior to such disposition, give IPS a reasonable opportunity, at IPS' expense, to segregate and remove such books and records as IPS may select. (b) For Subject to applicable laws and regulations relating to confidentiality and privacy of employee information and records, for a period of six years after the Closing Effective Date, or, in the case of books and records relating to Taxes, until the expiration of all applicable statutes of limitation, the Company and its representatives shall have reasonable access to all of the books and records relating to the Business which IPS or any of its Affiliates may retain after the Closing Effective Date. Such access shall be afforded by IPS and its Affiliates upon receipt of reasonable advance written notice and during normal business hours. The Company shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 9.4(b8.8(b). If IPS or any of its Affiliates shall desire to dispose of any of such books and records prior to the expiration of such six-year period or applicable statutes of limitation, as the case may beperiod, IPS shall, prior to such disposition, give the Company a reasonable opportunity, at the Company's expense, to segregate and remove such books and records as the Company may select.

Access to Records after Closing. (a) For Without prejudice to the provisions of Section 11.9(d) (relating to Retained Litigation), which shall prevail with respect to any Retained Litigation and any Documents related thereto, for a period of six seven years after the Closing Date or(or such longer period as may be required by Applicable Law or Section 9.5 of the 1996 Agreement (as defined below)), in a limited number of employees and representatives of Unilever and its Affiliates (and such other Persons as are entitled to inspect and/or copy such DiverseyLever Books and Records pursuant to Section 9.5 of the case of books Purchase Agreement, dated January 22, 1996, among Diversey Corporation, The Molson Companies Limited, Unilever Canada Limited and records Unilever PLC relating to Taxesthe purchase by the Unilever Group of part of the DiverseyLever Business, until as amended (the expiration of all applicable statutes of limitation and carryback and carryforward periods“1996 Agreement”)), IPS, FDC and their Affiliates and their respective representatives shall have reasonable access during normal business hours to all of the books DiverseyLever Books and records of Records with respect to periods prior to the Business Closing Date to the extent that such access (i) may reasonably be required by IPS or its Affiliates such Persons in connection with matters relating to or affected by (i) the operations of the DiverseyLever Business prior to the Closing Date and (ii) Sections 5.3may be reasonably necessary for financial reporting and accounting matters or the defense of, 5.4prosecution of or response required under, 5.5 or 5.6pursuant to, any lawsuit, action or proceeding (including any proceeding involving any member of the Unilever Group or the Companies and any Environmental Matter related to the Assets or the assets of the Companies) or in order to enable the parties to comply with their respective obligations or enforce their rights under this Agreement and the Ancillary Agreements. Such Buyer shall afford such access shall be afforded by the Company upon receipt of reasonable advance written notice and during normal business hours. IPS ; provided, however, that such access shall be organized in a manner as shall not unreasonably disrupt the normal operations of the CMI Business and the DiverseyLever Business taken as a whole, and, except as otherwise provided for in this Agreement, Conopco shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 9.4(a6.11(a). If Buyer or any other member of the Company CMI Group shall desire to dispose of any of such books Books and records Table of Contents Records prior to the expiration of such sixseven-year period (or applicable statutes such longer period as is set forth in the first sentence of limitation and carryback and carryforward periodsthis paragraph 6.11(a)), as the case may be, the Company Buyer shall, prior to such disposition, give IPS Conopco a reasonable opportunity, at IPS' Conopco’s expense, to segregate and remove such books Books and records Records as IPS Conopco may selectelect. (b) For a period of six years after the Closing Date, or, in the case of books and records relating to Taxes, until the expiration of all applicable statutes of limitation, the Company and its representatives shall have reasonable access to all of the books and records relating to the Business which IPS or any of its Affiliates may retain after the Closing Date. Such access shall be afforded by IPS and its Affiliates upon receipt of reasonable advance written notice and during normal business hours. The Company shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 9.4(b). If IPS or any of its Affiliates shall desire to dispose of any of such books and records prior to the expiration of such six-year period or applicable statutes of limitation, as the case may be, IPS shall, prior to such disposition, give the Company a reasonable opportunity, at the Company's expense, to segregate and remove such books and records as the Company may select.

Access to Records after Closing. (a) For Buyer shall reasonably cooperate with Sellers for a period of six years after eighteen (18) months following the Closing Date orto make available to Sellers and their affiliates, Buyer’s employees and Property records, as Sellers may reasonably request, in the case of books any Seller’s need in response to any legal requirement, tax audit, tax return preparation, securities law filing, contractual obligation or litigation threatened or brought against Sellers, by allowing Sellers, their affiliates and their agents or representatives access, upon reasonable advance notice (which notice shall identify the nature of the information sought by such party), at all reasonable times to examine and make copies of any and all instruments, files and records relating which predate the Closing; provided, however, that nothing contained in this Section shall require Buyer to Taxes, until the expiration retain any files or records for any particular period of all applicable statutes of limitation time. This Section 30 shall survive Closing and carryback and carryforward periods, IPS, FDC and their Affiliates and their respective representatives shall have reasonable access to all delivery of the books and records of the Business to the extent that such access may reasonably be required by IPS or its Affiliates in connection with matters relating to or affected by (i) the operations of the Business prior to the Closing Date and (ii) Sections 5.3, 5.4, 5.5 or 5.6. Such access shall be afforded by the Company upon receipt of reasonable advance written notice and during normal business hours. IPS shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 9.4(a). If the Company shall desire to dispose of any of such books and records prior to the expiration of such six-year period or applicable statutes of limitation and carryback and carryforward periods, as the case may be, the Company shall, prior to such disposition, give IPS a reasonable opportunity, at IPS' expense, to segregate and remove such books and records as IPS may selectDeeds. (b) For Sellers shall, from time to time for a period of six years after eighteen (18) months following the Closing Date, orupon reasonable notice from Buyer, at the sole cost and expense of Buyer, provide Buyer and their respective auditors, attorneys, financial advisors, bankers and other consultants and advisors with access to the financial information through the Closing Date in Sellers’ possessions relating solely to the Property which is reasonably necessary in the opinion of Buyer’s outside third party accountants (the “Buyer’s Accountant”) to enable Buyer and Buyer’s Accountant to timely prepare, and where applicable, audit, financial statements for fiscal year 2018 and 2019 through the Closing Date in compliance with any and all requirements of (i) Rules 3-12 and 3-14 of Regulation S-X of the Securities and Exchange Commission (the “SEC”), or if required by the SEC, Rule 3-05 of Regulation S-X of the SEC, (ii) any other applicable law, rule or regulation, including other SEC or New York Stock Exchange rules or regulations, and (iii) any registration statement, report or disclosure statement filed or reported with the SEC by, or on behalf of, Buyer or its parent. Additionally, Sellers shall cooperate in a commercially reasonable manner in obtaining any and all such data and financial information (including, without limitation, data and information obtainable from Sellers’ management agent for the Property). Additionally, Sellers shall for a period of eighteen (18) months following the Closing Date, cooperate in a commercially reasonable manner with the efforts of Buyer and its affiliates to prepare audited financial statements for fiscal year 2018 and 2019 through the Closing Date, including footnotes to such audited financial statements and any required pro forma financial statements, including using commercially reasonable efforts to cause Sellers’ outside advisors to reasonably cooperate with Buyer, at Buyer’s written request and expense, in the case preparation of books and records relating to TaxesBuyer’s filings with the SEC, until the expiration of all applicable statutes of including, without limitation, assisting with the Company audit and its representatives shall have reasonable access to all review of the books historical financial statements related to the Property for the subject time period that must be included in any such filings and records to be reasonably available, during ordinary business hours, to reasonably answer any commercial questions Buyer may have regarding such information. Sellers shall provide a management representations letter relating to the Business which IPS or period prior to Closing covered by such financial statements in customary form, as required by Buyer’s Accountant, in connection with any such audit. Buyer shall use commercially reasonable efforts to minimize any interference with the operations of its Affiliates may retain after Sellers, their subsidiaries, their affiliates, Sellers’ management agent for the Closing DateProperty, and the Property in connection with the preparation of such financial statements. Such access Any costs incurred by Sellers’ outside advisors in furtherance of this Section 30 shall be afforded promptly paid by IPS and its Affiliates Buyer upon receipt written demand by Sellers. Based on information available to Buyer as of reasonable advance written notice and during normal business hours. The Company shall be solely responsible for any costs and expenses incurred by it pursuant the date of this Agreement, Buyer expects to this Section 9.4(b). If IPS or any of its Affiliates shall desire file audited financial statements limited to dispose of any of such books and records those presenting the full fiscal year immediately prior to the expiration Closing (e.g., calendar year 2018), together with the requisite 2019 interim financial periods and the requisite pro forma financial statements, and “Buyer’s Accountant” for purposes of such six-year period or applicable statutes of limitation, as the case may be, IPS shall, prior to such disposition, give the Company a reasonable opportunity, at the Company's expense, to segregate and remove such books and records as the Company may selectthis Section 31(b) shall be Ernst & Young LLP.

Access to Records after Closing. (a) For a period of six seven years after the Closing Date orDate, in the case of books Seller and records relating to Taxes, until the expiration of all applicable statutes of limitation and carryback and carryforward periods, IPS, FDC and their Affiliates and their respective its representatives shall have reasonable access to all of the books and records of each Company transferred to Buyer 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 IPS or its Affiliates Seller in connection with matters relating to any tax reporting, investigation, audit, claim or affected by (i) the operations of the Business prior to the Closing Date assessment and (ii) Sections 5.3, 5.4, 5.5 any claims or 5.6inquiries from Governmental Bodies. Such access shall be afforded by the Company Buyer upon receipt of reasonable advance written notice and during normal business hours. IPS Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 9.4(a)13.5. If the Company Buyer shall desire to dispose of any of such books and records prior to the expiration of such sixseven-year period or applicable statutes of limitation and carryback and carryforward periodsperiod, as the case may be, the Company Buyer shall, prior to such disposition, give IPS Seller a reasonable opportunity, at IPS' Seller’s expense, to segregate and remove such books and records as IPS Seller may select. Notwithstanding the foregoing, neither Buyer nor any Company shall be required to violate any obligation of confidentiality, Court Order or Requirements of Law to which Buyer or such Company is subject or to waive any privilege which any of them may possess in discharging their obligations pursuant to this Section 13.5 (it being understood that Buyer shall cause each Company to take reasonable actions to eliminate any such impediments to providing such information). (b) For a period of six seven years after the Closing Date, or, in the case of books and records relating to Taxes, until the expiration of all applicable statutes of limitation, the Company Buyer and its representatives shall have reasonable access to all of the books and records relating to the Shares, each Company or the Business which IPS Seller or any of its Affiliates may retain after the Closing Date. Such access shall be afforded by IPS Seller and its Affiliates upon receipt of reasonable advance written notice and during normal business hours. The Company Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 9.4(b)13.5. If IPS Seller or any of its Affiliates shall desire to dispose of any of such books and records prior to the expiration of such sixseven-year period or applicable statutes of limitationperiod, as the case may be, IPS Seller shall, prior to such disposition, give the Company Buyer a reasonable opportunity, at the Company's Buyer’s expense, to segregate and remove such books and records as the Company Buyer may select.

Access to Records after Closing. (a) For a period of six years after the Closing Date orDate, in the case of books and records relating to TaxesCIT, until the expiration of all applicable statutes of limitation and carryback and carryforward periods, IPS, FDC Sellers and their Affiliates and their respective representatives shall have reasonable access to all of the books and records of the Business records, including computer files, transferred by Sellers to Buyers hereunder to the extent that such access may reasonably be required by IPS CIT or its Affiliates Sellers in connection with matters relating to or affected by (i) the its operations of the Business prior to the Closing Date and (ii) Sections 5.3, 5.4, 5.5 or 5.6Date. Such access shall be afforded by the Company Buyers upon receipt of reasonable advance written notice and during normal business hours. IPS CIT and Sellers shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 9.4(a13.6(a). If the Company Buyers shall desire to dispose of any of such books and records prior to the expiration of such six-year period or applicable statutes of limitation and carryback and carryforward periodsperiod, as the case may be, the Company Buyers shall, prior to such disposition, give IPS CIT and Sellers a reasonable opportunity, at IPS' their expense, to segregate and remove such books and records as IPS CIT and Sellers may select. (b) For a period of six years after the Closing Date, or, in the case of books Buyers and records relating to Taxes, until the expiration of all applicable statutes of limitation, the Company and its their representatives shall have reasonable access to all of the books and records relating to the Business which IPS CIT, Sellers or any of its their Affiliates may retain after the Closing DateDate relating to the Purchased Assets or Assumed Liabilities. Such access shall be afforded by IPS CIT, Sellers and its their Affiliates upon receipt of reasonable advance written notice and during normal business hours. The Company Buyers shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 9.4(b13.6(b). If IPS CIT, Sellers or any of its their Affiliates shall desire to dispose of any of such books and records prior to the expiration of such six-year period or applicable statutes of limitationperiod, as the case may be, IPS CIT and Sellers shall, prior to such disposition, give the Company Buyers a reasonable opportunity, at the Company's their expense, to segregate and remove such books and records as the Company Buyers may select.

Access to Records after Closing. (a) For a period of six three years after the Closing Date orand to the extent not prohibited or restricted by applicable Law, in the case of books Seller and records relating to Taxes, until the expiration of all applicable statutes of limitation and carryback and carryforward periods, IPS, FDC and their Affiliates and their respective its representatives shall have reasonable access to all of (and rights to make copies of) the Facility Books, Documents and Records, any other books and records relating to the Facility Operations or the Purchased Assets, and any personnel of the Business Purchaser or an Affiliate of Purchaser with knowledge thereof, in each case, to the extent that such access may reasonably be required by IPS or its Affiliates Seller in connection with matters relating to or affected by (i) the operations Facility Operations or ownership or control of the Business Purchased Assets, in each case prior to the Closing Date and (ii) Sections 5.3Date, 5.4, 5.5 or 5.6for any other reasonable purpose of Seller. Such access shall be afforded by the Company Purchaser and its Affiliates upon receipt of reasonable advance written notice and during normal business hours. IPS Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 9.4(a10.4(a). If the Company Purchaser or any Affiliate of Purchaser shall desire or be required by applicable Law to dispose of any of such the books and records described in the first sentence of this Section 10.4(a) (including any Facility Books, Documents and Records) prior to the expiration of such sixthree-year period or applicable statutes of limitation and carryback and carryforward periodsperiod, as the case may be, the Company shallPurchaser shall use reasonable efforts to, prior to such disposition, give IPS Seller a reasonable opportunity, at IPS' Seller’s expense, to segregate and remove such books and records as IPS Sellers may select. (b) For a period of six three years after the Closing DateDate and to the extent not prohibited or restricted by applicable Law, or, in the case of books and records relating to Taxes, until the expiration of all applicable statutes of limitation, the Company Purchaser and its representatives shall have reasonable access to all of the books and records relating to the Business Facility Operations or the Purchased Assets which IPS Seller or any Affiliate of its Affiliates any Seller may retain after the Closing Date, and any personnel of Seller or an Affiliate of Seller with knowledge thereof. Such access shall be afforded by IPS Seller and its Affiliates upon receipt of reasonable advance written notice and during normal business hours. The Company Purchaser shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 9.4(b10.4(b). If IPS Seller or any Affiliate of its Affiliates any Seller shall desire or be required by applicable Law to dispose of any of such the books and records described in the first sentence of this Section 10.4(b) prior to the expiration of such sixthree-year period or applicable statutes of limitationperiod, as the case may be, IPS shallSeller shall use reasonable efforts to, prior to such disposition, give the Company Purchaser a reasonable opportunity, at the Company's Purchaser’s expense, to segregate and remove such books and records as the Company Purchaser may select.

Access to Records after Closing. (a) For a period of six years after the Closing Date orDate, in the case of books and records relating to Taxes, until the expiration of all applicable statutes of limitation and carryback and carryforward periods, IPS, FDC Sellers and their Affiliates and their respective representatives shall have reasonable access to all of the files, data, books and records of BRG, the Business BRG Partnerships and the BRG 1997-I Oil and Gas Program relating to the extent that such access may reasonably be required by IPS or its Affiliates in connection with matters relating to or affected by (i) the operations period of the Business time prior to and including the Closing Date and (ii) Sections 5.3, 5.4, 5.5 or 5.6shall have an opportunity to make copies of such materials. Such access shall be afforded by the Company Buyer upon receipt of reasonable advance written notice and during normal business hours. IPS Sellers shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 9.4(a)7. 1. If the Company Buyer shall desire to dispose or permit the disposal of any of such files, data, books and records prior to the expiration of such six-year period or applicable statutes of limitation and carryback and carryforward periodsperiod, as the case may be, the Company Buyer shall, prior to such disposition, give IPS Sellers a reasonable opportunity, at IPSSellers' expense, to segregate and remove such files, data, books and records as IPS Sellers may select. Sellers shall keep, and shall cause their respective agents, employees, representatives and affiliates to keep, confidential, and not use for any competitive purposes, any confidential information to which they have access pursuant hereto for a period of two years from the date after the Closing Date that they access such confidential information. (b) For a period of six years after the Closing Date, or, in the case of books and records relating to Taxes, until the expiration of all applicable statutes of limitation, the Company Buyer and its representatives shall have reasonable access to all of the files, data, books and records relating to BRG, the Business BRG Partnerships and the BRG 1997-I Oil and Gas Program, if any, which IPS or any of its Affiliates Sellers may retain after the Closing DateDate and shall have an opportunity to make copies of such materials. Such access shall be afforded by IPS and its Affiliates Sellers upon receipt of reasonable advance written notice and during normal business hours. The Company Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 9.4(b)7. 1. If IPS or any of its Affiliates Sellers shall desire to dispose or permit the disposal of any of such files, data, books and records prior to the expiration of such six-year period or applicable statutes of limitationperiod, as the case may be, IPS Sellers shall, prior to such disposition, give the Company Buyer a reasonable opportunity, at the CompanyBuyer's expense, to segregate and remove such files, data, books and records as the Company Buyer may select.

Access to Records after Closing. (a) For Subject to ------------------------------- applicable laws and regulations relating to confidentiality and privacy of employee information and records, for a period of six years after the Closing Date or, in the case of books and records relating to Taxes, until the expiration of all applicable statutes of limitation and carryback and carryforward periodsEffective Date, IPS, FDC and their Affiliates and their respective representatives shall have reasonable access to all of the books and records of the Business to the extent that such access may reasonably be required by IPS IPS, FDC or its their Affiliates in connection with matters relating to or affected by (i) which are the operations subject matter of the Business prior to the Closing Date and (ii) Sections 5.3, 5.4, 5.5 or 5.6this Agreement. Such access shall be afforded by the Company upon receipt of reasonable advance written notice and during normal business hours. IPS shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 9.4(a8.8(a). If the Company shall desire to dispose of any of such books and -------------- records prior to the expiration of such six-year period or applicable statutes of limitation and carryback and carryforward periods, as the case may beperiod, the Company shall, prior to such disposition, give IPS a reasonable opportunity, at IPS' expense, to segregate and remove such books and records as IPS may select. (b) For Subject to applicable laws and regulations relating to confidentiality and privacy of employee information and records, for a period of six years after the Closing Effective Date, or, in the case of books and records relating to Taxes, until the expiration of all applicable statutes of limitation, the Company and its representatives shall have reasonable access to all of the books and records relating to the Business which IPS or any of its Affiliates may retain after the Closing Effective Date. Such access shall be afforded by IPS and its Affiliates upon receipt of reasonable advance written notice and during normal business hours. The Company shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 9.4(b8.8(b). If IPS or any of its Affiliates shall desire to dispose of any -------------- of such books and records prior to the expiration of such six-year period or applicable statutes of limitation, as the case may beperiod, IPS shall, prior to such disposition, give the Company a reasonable opportunity, at the Company's expense, to segregate and remove such books and records as the Company may select.

Access to Records after Closing. (a) For a period of six (6) years after the Closing Date orDate, in the case of books and records relating to Taxes, until the expiration of all applicable statutes of limitation and carryback and carryforward periods, IPS, FDC Emmis Entities and their Affiliates and their respective representatives shall have reasonable access to all of the books and records of the Business transferred to Buyer hereunder to the extent that such access may reasonably be required by IPS or its Affiliates the Emmis Entities in connection with matters relating to or affected by (i) the operations of the Business prior to the Closing Date and (ii) Sections 5.3, 5.4, 5.5 or 5.6Date. Such access shall be afforded by the Company Buyer upon receipt of reasonable advance written notice and during normal business hours. IPS The Emmis Entities shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 9.4(a11.6(a). If the Company Buyer shall desire to dispose of any of such books and --------------- records prior to the expiration of such six-year period or applicable statutes of limitation and carryback and carryforward periodsperiod, as the case may be, the Company it shall, prior to such disposition, give IPS the Emmis Entities a reasonable opportunity, at IPS' the Emmis Entities’ expense, to segregate and remove such books and records as IPS the other party may select. (b) For a period of six (6) years after the Closing Date, or, in the case of books and records relating to Taxes, until the expiration of all applicable statutes of limitation, the Company Buyer and its representatives shall have reasonable access to all of the books and records relating to the Business which IPS the Emmis Entities or any of its their Affiliates may retain after the Closing Date. Such access shall be afforded by IPS the Emmis Entities and its their Affiliates upon receipt of reasonable advance written notice and during normal business hours. The Company Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 9.4(b11.6(b). If IPS the Emmis Entities or any of its their Affiliates shall desire to --------------- dispose of any of such books and records prior to the expiration of such six-year period or applicable statutes of limitationperiod, as the case may be, IPS Emmis Entities shall, prior to such disposition, give the Company Buyer a reasonable opportunity, at the Company's Buyer’s expense, to segregate and remove such books and records as the Company other party may select.

Access to Records after Closing. (a) For a period of six (6) years from and after the Closing Date orDate, in the case of books Seller and records relating to Taxes, until the expiration of all applicable statutes of limitation and carryback and carryforward periods, IPS, FDC and their Affiliates and their respective its representatives shall have reasonable access to inspect and copy all of the books and records of relating to the Assets or the Business transferred to Buyer hereunder to the extent that such access may reasonably be required by IPS or its Affiliates Seller in connection with matters relating to or affected by (i) the operations operation of the Assets or the Business prior to the Closing Date and (ii) Sections 5.3, 5.4, 5.5 or 5.6Date. Such access shall be afforded by the Company Buyer upon receipt of reasonable advance written notice and during normal business hours. IPS shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 9.4(a). If the Company Buyer shall desire to dispose of any of such books and records prior to the expiration of such six-year period or applicable statutes of limitation and carryback and carryforward periodsperiod, as the case may be, the Company Buyer shall, prior to such disposition, give IPS Seller a reasonable opportunity, at IPS' Seller's expense, to segregate and remove such books and records as IPS Seller may select. Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section. (b) For a period of six (6) years from and after the Closing Date, or, in the case of books and records relating to Taxes, until the expiration of all applicable statutes of limitation, the Company Buyer and its representatives shall have reasonable access to inspect and copy all of the books and records relating to the Assets or the Business which IPS Seller or any of its Affiliates affiliates may retain after the Closing Date. Such access shall be afforded by IPS Seller and its Affiliates affiliates upon receipt of reasonable advance written notice and during normal business hours. The Company shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 9.4(b). If IPS Seller or any of its Affiliates affiliates shall desire to dispose of any of such books and records prior to the expiration of such six-year period or applicable statutes of limitationperiod, as the case may be, IPS Seller shall, prior to such disposition, give the Company Buyer a reasonable opportunity, at the CompanyBuyer's expense, to segregate and remove such books and records as the Company 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 six three (3) years after the Closing Date orDate, in the case of books Seller and records relating to Taxes, until the expiration of all applicable statutes of limitation and carryback and carryforward periods, IPS, FDC and their Affiliates and their respective representatives its Representatives shall have reasonable access to all of the books and records of the Business transferred to Buyer hereunder to the extent that such access reasonably necessary for Seller to complete the Filing, the wind-down their respective estates, and as may be reasonably be required by IPS or its Affiliates in connection with matters relating to or affected by (i) the operations resolution of the Business prior to the Closing Date and (ii) Sections 5.3, 5.4, 5.5 or 5.6any Excluded Liability. Such reasonable access shall be afforded by the Company Buyer upon receipt of reasonable advance written notice and during normal business hours. IPS Seller shall be solely responsible for any costs or expenses incurred by it them pursuant to the preceding sentences of this Section 9.4(a12.5(a). If the Company Buyer shall desire to dispose of any of such books and records prior to the expiration of such sixthree-year period or applicable statutes of limitation and carryback and carryforward periodsperiod, as the case may be, the Company Buyer shall, prior to such disposition, give IPS Seller a reasonable opportunity, at IPS' Seller’s expense, to segregate and remove such books and records as IPS Seller may select. (b) For a period of six three (3) years after the Closing Date, or, in the case of books and records relating to Taxes, until the expiration of all applicable statutes of limitation, the Company Buyer and its representatives Representatives shall have reasonable access to all of the books and records relating to the Business which IPS or any of its Affiliates that Seller may retain after the Closing Date. Such access shall be afforded by IPS and its Affiliates Seller upon receipt of reasonable advance written notice and during normal business hours. The Company Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 9.4(b12.5(b). If IPS or any of its Affiliates Seller shall desire to dispose of any of such books and records prior to the expiration of such sixthree-year period or applicable statutes of limitationperiod, as the case may be, IPS Seller shall, prior to such disposition, give the Company Buyer a reasonable opportunity, at the Company's Buyer’s expense, to segregate and remove such books and records as the Company Buyer may select. (c) Notwithstanding anything to the contrary contained herein, Seller or Buyer shall be entitled to withhold access to, or examination of, any information which they determine (i) includes Trade Secrets or other proprietary information, (ii) is protected by attorney-client privilege, work-product privilege, or any other similar privilege or doctrine, (iii) the disclosure of which is prohibited pursuant to applicable Law.

Access to Records after Closing. (a) For a period of six (6) years after the Closing Date orDate, in the case of books Buyer shall use reasonable best efforts to make available and records relating to Taxes, until the expiration of all applicable statutes of limitation and carryback and carryforward periods, IPS, FDC and their Affiliates and their respective representatives shall have provide reasonable access to all of the Seller and its Representatives to the books and records of the Business (or copies or extracts thereof) transferred to the Buyer hereunder with respect to periods or portions of periods ending on or before the Closing Date solely to the extent that such access may reasonably be required by IPS or its Affiliates the Seller in connection with matters relating to or affected by (i) the operations of the Business prior to the Closing Date and (ii) Sections 5.3Date, 5.4or solely in connection with the Seller’s Bankruptcy Case, 5.5 including any adversary proceedings filed or 5.6to be filed in the Seller’s Bankruptcy Case; provided that such access shall not unreasonably disturb the operation of the Buyer’s business. Such access shall be afforded by the Company Buyer upon receipt of reasonable advance written notice and during normal business hours. IPS The Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 9.4(a11.7(a). If the Company shall desire Buyer desires to dispose of any of such books and records prior to the expiration of such six-six (6) year period or applicable statutes of limitation and carryback and carryforward periodsperiod, as the case may be, the Company it shall, prior to such disposition, give IPS the Seller a reasonable opportunity, at IPS' the Seller’s expense, to segregate and remove such books and records as IPS the Seller may select. (b) For a period of six (6) years after the Closing Date, or, in the case of books Seller shall use reasonable best efforts to make available and records relating to Taxes, until the expiration of all applicable statutes of limitation, the Company and its representatives shall have provide reasonable access to all of Buyer and its Representatives to the books and records relating to the Business (or copies or extracts thereof) which IPS or any of its Affiliates the Seller may retain after the Closing Date. Such access shall be afforded by IPS and its Affiliates the Seller upon receipt of reasonable advance written notice and during normal business hours; provided that such access shall not unreasonably disturb the operation of the Seller’s business. The Company Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 9.4(b11.7(b). If IPS or any of its Affiliates shall desire the Seller desires to dispose of any of such books and records prior to the expiration of such six-six (6) year period or applicable statutes of limitationperiod, as the case may be, IPS such party shall, prior to such disposition, give the Company Buyer a reasonable opportunity, at the Company's Buyer’s expense, to segregate and remove such books and records as the Company Buyer may select.

Access to Records after Closing. (a) For a period of six years after the Closing Date orDate, in the case of books Seller and records relating to Taxes, until the expiration of all applicable statutes of limitation and carryback and carryforward periods, IPS, FDC and their Affiliates and their respective its representatives shall have reasonable access to all of the books and records of the Business Company and the Subsidiaries to the extent that such access may reasonably be required by IPS or its Affiliates Seller in connection with matters relating to or affected by (i) the operations of the Business Company and the Subsidiaries prior to the Closing Date and (ii) Sections 5.3, 5.4, 5.5 or 5.6Date. Such access shall be afforded by the Company Buyer upon receipt of reasonable advance written notice and during normal business hours. IPS Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 9.4(a13.6(a). If Buyer, the Company or the Subsidiaries shall desire to dispose of any of such books and records prior to the expiration of such six-year period or applicable statutes of limitation and carryback and carryforward periodsperiod, as the case may be, the Company Buyer shall, prior to such disposition, give IPS Seller a reasonable opportunity, at IPS' Seller’s expense, to segregate and remove such books and records as IPS Seller may select.. 54 (b) For a period of six years after the Closing Date, or, in the case of books and records relating to Taxes, until the expiration of all applicable statutes of limitation, the Company Buyer and its representatives shall have reasonable access to all of the books and records relating to the Business Companies and the Subsidiaries which IPS Seller or any of its their Affiliates may retain after the Closing Date. Such access shall be afforded by IPS Seller and its Affiliates upon receipt of reasonable advance written notice and during normal business hours. The Company Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 9.4(b). If IPS or any of its Affiliates shall desire to dispose of any of such books and records prior to the expiration of such six-year period or applicable statutes of limitation, as the case may be, IPS shall, prior to such disposition, give the Company a reasonable opportunity, at the Company's expense, to segregate and remove such books and records as the Company may select.13.6

Access to Records after Closing. (a) For a period of six (6) years after the Closing Date orDate, in the case of books AMR and records relating to Taxes, until the expiration of all applicable statutes of limitation and carryback and carryforward periods, IPS, FDC and their Affiliates and their respective its representatives shall have reasonable access to all of the books and records of the Business Company and the Subsidiary to the extent that such access may reasonably be required by IPS or its Affiliates AMR in connection with matters relating to or affected by (i) the operations of the Business Company and the Subsidiary prior to the Closing Date and (ii) Sections 5.3, 5.4, 5.5 or 5.6Date. Such access shall be afforded by the Company Buyer upon receipt of reasonable advance written notice and during normal business hours. IPS AMR shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 9.4(a)13.6. If Buyer, the Company or the Subsidiary shall desire to dispose of any of such books and records prior to the expiration of such six-year period or applicable statutes of limitation and carryback and carryforward periodsperiod, as the case may be, the Company Buyer shall, prior to such disposition, give IPS AMR a reasonable opportunity, at IPS' AMR’s expense, to segregate and remove such books and records as IPS AMR may select. (b) For a period of six (6) years after the Closing Date, or, in the case of books and records relating to Taxes, until the expiration of all applicable statutes of limitation, the Company Buyer and its representatives shall have reasonable access to all of the books and records relating to the Business Company and the Subsidiary and the Funds which IPS AMR or any of its Affiliates may retain after the Closing Date. Such access shall be afforded by IPS AMR and its Affiliates upon receipt of reasonable advance written notice and during normal business hours. The Company Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 9.4(b13.6(b). If IPS AMR or any of its Affiliates shall desire to dispose of any of such books and records prior to the expiration of such six-six year period or applicable statutes of limitationperiod, as the case may be, IPS AMR shall, prior to such disposition, give the Company Buyer a reasonable opportunity, at the Company's Buyer’s expense, to segregate and remove such books and records as the Company Buyer may select.