Common use of Access to Records after Closing Clause in Contracts

Access to Records after Closing. (a) Subject to applicable laws and regulations relating to confidentiality and privacy of employee information and records, for a period of six years after the Effective Date, IPS, FDC and their Affiliates and their respective representatives shall have reasonable access to all of the books and records of the Business to the extent that such access may reasonably be required by IPS, FDC or their Affiliates in connection with matters which are the subject matter of this Agreement. Such access shall be afforded by Company upon receipt of reasonable advance written notice and during normal business hours. IPS shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 8.8(a). If Company shall desire to dispose of any of such books and records prior to the expiration of such six-year period, Company shall, prior to such disposition, give IPS a reasonable opportunity, at IPS' expense, to segregate and remove such books and records as IPS may select. (b) Subject to applicable laws and regulations relating to confidentiality and privacy of employee information and records, for a period of six years after the Effective Date, Company and its representatives shall have reasonable access to all of the books and records relating to the Business which IPS or any of its Affiliates may retain after the Effective Date. Such access shall be afforded by IPS and its Affiliates upon receipt of reasonable advance written notice and during normal business hours. Company shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 8.8(b). If IPS or any of its Affiliates shall desire to dispose of any of such books and records prior to the expiration of such six-year period, IPS shall, prior to such disposition, give Company a reasonable opportunity, at Company's expense, to segregate and remove such books and records as Company may select.

Access to Records after Closing. (a) Subject to applicable laws and regulations relating to confidentiality and privacy of employee information and records, for For a period of six years after the Effective DateClosing 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, FDC IPS or their its Affiliates in connection with matters which are relating to or affected by (i) the subject matter operations of this Agreementthe 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 8.8(a9.4(a). If the Company shall desire to dispose of any of such books and records prior to the expiration of such six-year periodperiod 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) Subject to applicable laws and regulations relating to confidentiality and privacy of employee information and records, for For a period of six years after the Effective 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 Effective 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 8.8(b9.4(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 periodperiod 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) Subject to applicable laws and regulations relating to confidentiality and privacy of employee information and records, for For a period of six years after the Effective Closing Date, IPS, FDC Seller 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, FDC or their Affiliates Seller in connection with matters which are relating to or affected by the subject matter operations of this Agreementthe Companies prior to the Closing Date. Buyer agrees to maintain such records in readable and readily accessible format during such six-year period. After such six-year period, Buyer 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, at the cost of Seller, copies of any such records. Such access shall be afforded by 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 8.8(a13.5(a) and shall reimburse Buyer for any reasonable costs or expenses incurred by it pursuant to this Section 13.5(a). If Company shall desire to dispose of any of such books and records prior to the expiration of such six-year period, Company shall, prior to such disposition, give IPS a reasonable opportunity, at IPS' expense, to segregate and remove such books and records as IPS may select. (b) Subject to applicable laws and regulations relating to confidentiality and privacy of employee information and records, for For a period of six years after the Effective Closing Date, 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 Effective 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. 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 8.8(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 periodLaw, IPS shall, prior to such disposition, give Company a reasonable opportunity, at Company's expense, to segregate and remove such books and records as Company may selectprivilege or confidentiality obligation.

Access to Records after Closing. (a) Subject to applicable laws and regulations relating to confidentiality and privacy of employee information and records, for For a period of six years after the Effective Closing Date, IPSCIT, 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, FDC CIT or their Affiliates Sellers in connection with matters which are relating to or affected by its operations prior to the subject matter of this AgreementClosing Date. Such access shall be afforded by 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 8.8(a13.6(a). If Company Buyers shall desire to dispose of any of such books and records prior to the expiration of such six-year period, 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) Subject to applicable laws and regulations relating to confidentiality and privacy of employee information and records, for For a period of six years after the Effective Closing Date, Company Buyers 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 Effective DateClosing Date 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. Company Buyers shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 8.8(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, IPS CIT and Sellers shall, prior to such disposition, give Company Buyers a reasonable opportunity, at Company's their expense, to segregate and remove such books and records as Company Buyers may select.

Access to Records after Closing. (a) Subject to applicable laws and regulations relating to confidentiality and privacy of employee information and records, for For a period of six (6) years after the Effective Closing Date, IPS, FDC the Buyer shall use reasonable best efforts to make available 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, FDC or their Affiliates the Seller in connection with matters which are relating to or affected by the subject matter operations of this Agreementthe Business prior to the Closing Date, or solely in connection with the Seller’s Bankruptcy Case, including any adversary proceedings filed or to 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 Company the 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 8.8(a11.7(a). If Company shall desire the Buyer desires to dispose of any of such books and records prior to the expiration of such six-six (6) year period, 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) Subject to applicable laws and regulations relating to confidentiality and privacy of employee information and records, for For a period of six (6) years after the Effective Closing Date, Company the Seller shall use reasonable best efforts to make available 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 Effective 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. Company The Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 8.8(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, IPS such party shall, prior to such disposition, give Company the Buyer a reasonable opportunity, at Company's the Buyer’s expense, to segregate and remove such books and records as Company the Buyer may select.

Access to Records after Closing. (a) Subject to applicable laws and regulations relating to confidentiality and privacy of employee information and records, for For a period of six years after the Effective Closing Date, IPS, FDC Seller 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, FDC or their Affiliates Seller in connection with matters which are relating to or affected by the subject matter operations of this Agreementthe Company and the Subsidiaries prior to the Closing Date. Such access shall be afforded by 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 8.8(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, 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) Subject to applicable laws and regulations relating to confidentiality and privacy of employee information and records, for For a period of six years after the Effective Closing Date, 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 Effective 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. Company Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 8.8(b). If IPS or any of its Affiliates shall desire to dispose of any of such books and records prior to the expiration of such six-year period, IPS shall, prior to such disposition, give Company a reasonable opportunity, at Company's expense, to segregate and remove such books and records as Company may select.13.6

Access to Records after Closing. (a) Subject to applicable laws and regulations relating to confidentiality and privacy of employee information and records, for For a period of six three (3) years after the Effective Closing Date, IPS, FDC Seller 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, FDC or their Affiliates in connection with matters which are the subject matter resolution of this Agreementany Excluded Liability. Such reasonable access shall be afforded by 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 8.8(a12.5(a). If Company Buyer shall desire to dispose of any of such books and records prior to the expiration of such sixthree-year period, 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) Subject to applicable laws and regulations relating to confidentiality and privacy of employee information and records, for For a period of six three (3) years after the Effective Closing Date, 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 Effective 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. Company Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 8.8(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, IPS Seller shall, prior to such disposition, give Company Buyer a reasonable opportunity, at Company's Buyer’s expense, to segregate and remove such books and records as 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) Subject to applicable laws and regulations relating to confidentiality and privacy of employee information and records, for For a period of six three years after the Effective DateClosing Date and to the extent not prohibited or restricted by applicable Law, IPS, FDC Seller 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, FDC or their Affiliates Seller in connection with matters which are relating to or affected by the subject matter Facility Operations or ownership or control of this Agreementthe Purchased Assets, in each case prior to the Closing Date, or for any other reasonable purpose of Seller. Such access shall be afforded by 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 8.8(a10.4(a). If 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, 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) Subject to applicable laws and regulations relating to confidentiality and privacy of employee information and records, for For a period of six three years after the Effective DateClosing Date and to the extent not prohibited or restricted by applicable Law, 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 Effective 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. Company Purchaser shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 8.8(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, IPS shallSeller shall use reasonable efforts to, prior to such disposition, give Company Purchaser a reasonable opportunity, at Company's Purchaser’s expense, to segregate and remove such books and records as Company Purchaser may select.

Access to Records after Closing. (a) Subject to applicable laws and regulations relating to confidentiality and privacy of employee information and records, for For a period of six (6) years after the Effective Closing Date, IPS, FDC the 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, FDC or their Affiliates the Emmis Entities in connection with matters which are relating to or affected by the subject matter operations of this Agreementthe Business prior to the Closing Date. Such access shall be afforded by 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 8.8(a11.6(a). If Company Buyer shall desire to dispose of any of such books and --------------- records prior to the expiration of such six-year period, it shall, prior to such disposition, give the Emmis Entities a reasonable opportunity, at the Emmis Entities’ expense, to segregate and remove such books and records as the other party may select. (b) For a period of six (6) years after the Closing Date, Buyer and its representatives shall have reasonable access to all of the books and records relating to the Business which the Emmis Entities or any of their Affiliates may retain after the Closing Date. Such access shall be afforded by the Emmis Entities and their Affiliates upon receipt of reasonable advance notice and during normal business hours. Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 11.6(b). If the Emmis Entities or any of their Affiliates shall desire to --------------- dispose of any of such books and records prior to the expiration of such six-year period, Company the Emmis Entities shall, prior to such disposition, give IPS Buyer a reasonable opportunity, at IPS' Buyer’s expense, to segregate and remove such books and records as IPS the other party may select. (b) Subject to applicable laws and regulations relating to confidentiality and privacy of employee information and records, for a period of six years after the Effective Date, Company and its representatives shall have reasonable access to all of the books and records relating to the Business which IPS or any of its Affiliates may retain after the Effective Date. Such access shall be afforded by IPS and its Affiliates upon receipt of reasonable advance written notice and during normal business hours. Company shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 8.8(b). If IPS or any of its Affiliates shall desire to dispose of any of such books and records prior to the expiration of such six-year period, IPS shall, prior to such disposition, give Company a reasonable opportunity, at Company's expense, to segregate and remove such books and records as Company may select.

Access to Records after Closing. (a) Subject Seller Parent and its Affiliates shall have the right to applicable laws retain copies of all books and regulations records of the Business relating to confidentiality periods ending on or prior to the Closing Date to the extent that such books and privacy records may reasonably be required by Seller Parent in connection with matters relating to or affected by the operations of employee information and records, for the Business prior to the Closing Date. For a period of six (6) years after the Effective Closing Date, IPS, FDC Seller Parent and their Affiliates and their respective its representatives shall have reasonable access to all of the books and records of the Business to the extent that such access may reasonably be required by IPS, FDC or their Affiliates Seller Parent in connection with matters which are relating to or affected by the subject matter operations of this Agreementthe Business prior to the Closing Date. Such access shall be afforded by Company Buyer upon receipt of reasonable advance written notice and during normal business hours. IPS Seller Parent shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 8.8(a13.8(a). If Company Buyer shall desire to dispose of any of such books and records prior to the expiration of such six-year period, Company Buyer shall, prior to such disposition, give IPS Seller Parent a reasonable opportunity, at IPS' Seller Parent’s expense, to segregate and remove such books and records as IPS Seller Parent may select. (b) Subject to applicable laws and regulations relating to confidentiality and privacy of employee information and records, for For a period of six (6) years after the Effective Closing Date, Company Buyer and its representatives shall have reasonable access to all of the books and records relating to the Business which IPS Seller Parent or any of its Affiliates (including the Selling Parties) may retain after the Effective Closing Date, including access to all financial information included in such books and records reasonably required in connection with Buyer’s preparation of any financial statements regarding the Business and the Business Subsidiaries relating to periods prior to the Closing Date that may be required to comply with Regulation S-X and Regulation S-K promulgated under the Securities Act for a registered public offering of equity or debt. Such access shall be afforded by IPS Seller Parent and its Affiliates (including the Selling Parties) upon receipt of reasonable advance written notice and during normal business hours. Company Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 8.8(b13.8(b). If IPS Seller Parent or any of its Affiliates shall desire to dispose of any of such books and records prior to the expiration of such six-year period, IPS Seller Parent shall, prior to such disposition, give Company Buyer a reasonable opportunity, at Company's Buyer’s expense, to segregate and remove such books and records as Company Buyer may select.

Access to Records after Closing. (a) Subject to applicable laws and regulations relating to confidentiality and privacy of employee information and records, for For a period of six seven years after the Effective Closing Date, IPS, FDC Seller 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, FDC or their Affiliates Seller in connection with matters which are the subject matter of this Agreementany tax reporting, investigation, audit, claim or assessment and any claims or inquiries from Governmental Bodies. Such access shall be afforded by 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 8.8(a)13.5. If Company Buyer shall desire to dispose of any of such books and records prior to the expiration of such sixseven-year period, 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) Subject to applicable laws and regulations relating to confidentiality and privacy of employee information and records, for For a period of six seven years after the Effective Closing Date, 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 Effective 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. Company Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 8.8(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, IPS Seller shall, prior to such disposition, give Company Buyer a reasonable opportunity, at Company's Buyer’s expense, to segregate and remove such books and records as Company Buyer may select.

Access to Records after Closing. (a) Subject to ------------------------------- applicable laws and regulations relating to confidentiality and privacy of employee information and records, for a period of six years after the Effective Date, IPS, FDC and their Affiliates and their respective representatives shall have reasonable access to all of the books and records of the Business to the extent that such access may reasonably be required by IPS, FDC or their Affiliates in connection with matters which are the subject matter of this Agreement. Such access shall be afforded by 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 8.8(a). If the Company shall desire to dispose of any of such books and -------------- records prior to the expiration of such six-year period, 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) Subject to applicable laws and regulations relating to confidentiality and privacy of employee information and records, for a period of six years after the Effective Date, 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 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 8.8(b). If IPS or any of its Affiliates shall desire to dispose of any -------------- of such books and records prior to the expiration of such six-year period, IPS shall, prior to such disposition, give 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) Subject to applicable laws and regulations relating to confidentiality and privacy of employee information and recordsSection 13.1, for a period of six (6) years after the Effective Closing Date, IPS, FDC the Stockholder Representative and their Affiliates and their respective its representatives shall have reasonable access to all of the books and records of the Business Acquired Companies relating to any period prior to the Closing and reasonably related to the Relevant Matters to the extent that such access may reasonably be required by IPS, FDC the Stockholder Representative (on its own behalf or their Affiliates 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 are Buyer or any Acquired Company is subject or to waive any privilege (including the subject matter attorney-client privilege) which any of them may possess in discharging its obligations pursuant to this Agreement. Such 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 Company 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 written 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. IPS The Stockholder Representative shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 8.8(a)13.5. If Company 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, Company Buyer shall, prior to such disposition, give IPS the Stockholder Representative a reasonable opportunity, at IPS' the Stockholder Representative’s expense, to segregate and remove such books and records as IPS may select. (b) Subject to applicable laws and regulations relating to confidentiality and privacy of employee information and records, for a any period of six years after the Effective Date, Company and its representatives shall have reasonable access to all of the books and records relating to the Business which IPS or any of its Affiliates may retain after the Effective Date. Such access shall be afforded by IPS and its Affiliates upon receipt of reasonable advance written notice and during normal business hours. Company shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 8.8(b). If IPS or any of its Affiliates shall desire to dispose of any of such books and records prior to the expiration of such six-year period, IPS shall, prior Closing and reasonably related to such disposition, give Company a reasonable opportunity, at Company's expense, to segregate and remove such books and records as Company may selectmatters set forth above.

Access to Records after Closing. (a) Subject to applicable laws and regulations relating to confidentiality and privacy of employee information and records, for For a period of six seven years after the Effective Closing Date, IPS, FDC the Selling Stockholders and their Affiliates and their respective representatives shall have reasonable access to all of the books and records of the Business Companies relating to periods prior to the Closing Date to the extent that such access may reasonably be required by IPS, FDC or their Affiliates the Selling Stockholders in connection with matters which are relating to or affected by the subject matter operations of this Agreementthe Companies prior to the Closing Date. Such access shall be afforded by Company the Buyers upon receipt of reasonable advance written notice and during normal business hours; provided, however, that such access shall be conducted in a manner that does not unreasonably interfere with the Business or business of the Buyers. IPS The Selling Stockholders shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 8.8(a13.5(a). If Company the Buyers or the Companies shall desire to dispose of any of such books and records prior to the expiration of such sixseven-year period, Company the Buyers shall, prior to such disposition, give IPS the Selling Stockholders a reasonable opportunity, at IPS' the Selling Stockholders’ expense, to segregate and remove such books and records as IPS the Selling Stockholders may select. (b) Subject to applicable laws and regulations relating to confidentiality and privacy of employee information and records, for For a period of six seven years after the Effective Closing Date, Company the Buyers and its their representatives shall have reasonable access to all of the books and records relating to the Business Companies which IPS the Selling Stockholders or any of its their Affiliates may retain after the Effective Closing Date. Such access shall be afforded by IPS and its Affiliates the Selling Stockholders upon receipt of reasonable advance written notice and during normal business hourshours provided, however, that such access shall be conducted in a manner that does not unreasonably interfere with the business of the Selling Stockholders. Company the Buyers shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 8.8(b13.5(b). If IPS or any of its Affiliates the Selling Stockholders shall desire to dispose of any of such books and records prior to the expiration of such sixseven-year period, IPS the Selling Stockholders shall, prior to such disposition, give Company the Buyers a reasonable opportunity, at Company's the Buyers’ expense, to segregate and remove such books and records as Company the Buyers may select.

Access to Records after Closing. (a) Subject to applicable laws and regulations relating to confidentiality and privacy of employee information and records, for For a period of six (6) years after the Effective Closing Date, IPS, FDC AMR 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, FDC or their Affiliates AMR in connection with matters which are relating to or affected by the subject matter operations of this Agreementthe Company and the Subsidiary prior to the Closing Date. Such access shall be afforded by 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 8.8(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, 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) Subject to applicable laws and regulations relating to confidentiality and privacy of employee information and records, for For a period of six (6) years after the Effective Closing Date, 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 Effective 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. Company Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 8.8(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, IPS AMR shall, prior to such disposition, give Company Buyer a reasonable opportunity, at Company's Buyer’s expense, to segregate and remove such books and records as Company Buyer may select.

Access to Records after Closing. (a) Subject to applicable laws and regulations relating to confidentiality and privacy of employee information and records, for For a period of six years after the Effective Closing Date, 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 period of time prior to and including the Closing Date and shall have an opportunity to make copies of such access may reasonably be required by IPS, FDC or their Affiliates in connection with matters which are the subject matter of this Agreementmaterials. Such access shall be afforded by 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 8.8(a)7. 1. If 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, 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) Subject to applicable laws and regulations relating to confidentiality and privacy of employee information and records, for For a period of six years after the Effective Closing Date, 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 Effective DateClosing Date 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. Company Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 8.8(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, IPS Sellers shall, prior to such disposition, give Company Buyer a reasonable opportunity, at CompanyBuyer's expense, to segregate and remove such files, data, books and records as Company Buyer may select.

Access to Records after Closing. (a) Subject to applicable laws and regulations relating to confidentiality and privacy of employee information and records, for For a period of six (6) years from and after the Effective Closing Date, IPS, FDC Seller 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, FDC or their Affiliates Seller in connection with matters which are relating to or affected by the subject matter operation of this Agreementthe Assets or the Business prior to the Closing Date. Such access shall be afforded by 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 8.8(a). If Company Buyer shall desire to dispose of any of such books and records prior to the expiration of such six-year period, 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) Subject to applicable laws and regulations relating to confidentiality and privacy of employee information and records, for For a period of six (6) years from and after the Effective Closing Date, 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 Effective 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. Company shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 8.8(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, IPS Seller shall, prior to such disposition, give Company Buyer a reasonable opportunity, at CompanyBuyer's expense, to segregate and remove such books and records as 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.