Common use of Access to Records after Closing Clause in Contracts

Access to Records after Closing. (a) For a period of six (6) years after the Closing Date, the Seller Parties and their representatives shall have reasonable access to all of the books and records of the Business transferred to the Buyer hereunder to the extent that such access may reasonably be required by the Seller Parties in connection with matters relating to or affected by the operations of the Business prior to the Closing Date. Such access shall be afforded by the Buyer upon receipt of reasonable advance notice and during normal business hours. The Seller Parties shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 11.7(a). If the Buyer shall desire to dispose of any of such books and records prior to the expiration of such six (6) year period, it shall, prior to such disposition, give the Seller Parties a reasonable opportunity, at the Seller Parties' expense, to segregate and remove such books and records as the other party may select. (b) For a period of six (6) years after the Closing Date, the Buyer and its representatives shall have reasonable access to all of the books and records relating to the Business which the Seller Parties or any of their Affiliates may retain after the Closing Date (including, but not limited to Tax Returns solely to the extent related to the Purchased Assets or the Business). Such access shall be afforded by the Seller Parties and their Affiliates upon receipt of reasonable advance notice and during normal business hours. The Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 11.7(b). If the Seller Parties or any of their Affiliates shall desire to dispose of any of such books and records prior to the expiration of such six-(6) year period, such party shall, prior to such disposition, give the Buyer a reasonable opportunity, at the Buyer’s expense, to segregate and remove such books and records as the other party may select.

Access to Records after Closing. (a) For a period of six (6) years From and after the Closing Date, the Seller Parties and their representatives each party hereto shall have reasonable access to inspect and copy all of the books and records of relating to the Purchased Assets, the Assumed Liabilities or the Business transferred to that the Buyer hereunder to the extent that such access other parties hereto may reasonably be required by the Seller Parties in connection with matters relating to or affected by the operations of the Business prior to retain after the Closing Date. Such access shall be afforded by the Buyer party maintaining such records upon receipt of reasonable advance notice and during normal business hours. The Seller Parties shall be solely responsible for any costs or expenses incurred by it pursuant to Nothing contained in this Section 11.7(a). If 9.2 shall require Purchaser or Sellers to retain any books or records longer than such books or records would otherwise have been retained in the Buyer ordinary course of business but for the transactions contemplated by this Agreement; provided, however, that if the party maintaining such records shall desire to dispose of any of such books and records prior to the expiration of such six (6) year period, it shall, prior to such disposition, give the Seller Parties a reasonable opportunity, at the Seller Parties' expense, to segregate and remove such books and records as the other party may select. (b) For a period of six (6) years after the Closing Date, the Buyer and its representatives shall have reasonable access to all of the books and records relating to the Business which the Seller Parties or any of their Affiliates may retain after the Closing Date (including, but not limited to Tax Returns solely to the extent related to the Purchased Assets or the Business). Such access shall be afforded by the Seller Parties and their Affiliates upon receipt of reasonable advance notice and during normal business hours. The Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 11.7(b). If the Seller Parties or any of their Affiliates shall desire to dispose of any of such books and records prior to the expiration of such six-(6) year periodrecords, such party shall, prior to such dispositiondisposal, give the Buyer other party hereto a reasonable opportunity, at the Buyersuch other party’s expense, to segregate and remove such books and records as the such other party may selectselect (in furtherance of the foregoing, Purchaser shall give such notice to the Sellers, counsel for the Official Committee of Unsecured Creditors, counsel for the Official Committee of Equity Holders, and any respective successors in interest, and the Assistant United States Trustee). Notwithstanding anything herein to the contrary, Purchaser agrees that it shall keep and maintain, and not destroy or discard, any books and records it obtains from Sellers that are identified by Sellers as relating in any way to the Circle Arbitration unless Purchaser first gives prior written notice to Starpoint and the counsel of record representing the plaintiff in the Circle Arbitration (“Circle’s Counsel”). If Starpoint and Circle’s Counsel do not object in writing to such books and records being destroyed or discarded within 15 days of the receipt of the notice, they shall be deemed to have consented to such actions by Purchaser.

Access to Records after Closing. (a) For a period of six (6) years after the Closing Date, the Seller Parties and their representatives shall have reasonable access to all of the books and records of the Business transferred to the Buyer hereunder to the extent that such access may reasonably be required by the Seller Parties in connection with matters relating to or affected by the operations of the Business prior to the Closing Date. Such access shall be afforded by the Buyer upon receipt of reasonable advance notice and during normal business hours. The Seller Parties shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 11.7(a). If the Buyer shall desire to dispose of any of such books and records prior to the expiration of such six (6) year period, it shall, prior to such disposition, give the Seller Parties a reasonable opportunity, at the Seller Parties' expense, to segregate and remove such books and records as the other party may select. (b) For a period of six (6) years after the Closing Date, the Buyer and its representatives shall have reasonable access to all of the books and records relating to the Business which the Seller Parties or any of their Affiliates may retain after the Closing Date (including, but not limited to Tax Returns solely to the extent related to the Purchased Assets or the Business)Date. Such access shall be afforded by the Seller Parties and their Affiliates upon receipt of reasonable advance notice and during normal business hours. The Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 11.7(b). If the Seller Parties or any of their Affiliates shall desire to dispose of any of such books and records prior to the expiration of such six-(6) year period, such party shall, prior to such disposition, give the Buyer a reasonable opportunity, at the Buyer’s expense, to segregate and remove such books and records as the other party may select.

Access to Records after Closing. (a) For a period of six (6) years after the Closing Date, Date the Seller Parties ACME Entities and their representatives shall have reasonable access to all of the books and records of the Company or the Business transferred to the Buyer hereunder to the extent that such access may reasonably be required by the Seller Parties ACME Entities in connection with matters relating to or affected by the operations of the Company or the Business prior to the Closing Date. Such access shall be afforded by the Buyer upon receipt of reasonable advance notice and during normal business hours. The Seller Parties ACME Entities shall be solely responsible for any costs or expenses incurred by it them pursuant to this Section 11.7(a13.6(a). If the Buyer shall desire to dispose of any of such books and records prior to the expiration of such six (6) six-year period, it shall, prior to such disposition, give the Seller Parties ACME Entities a reasonable opportunity, at the Seller PartiesACME 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, the Buyer and its representatives shall have reasonable access to all of the books and records relating to the Company or the Business which the Seller Parties ACME Entities or any of their Affiliates may retain after the Closing Date (including, but not limited to Tax Returns solely to the extent related to the Purchased Assets or the Business)Date. Such access shall be afforded by the Seller Parties ACME Entities and their Affiliates upon receipt of reasonable advance notice and during normal business hours. The Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 11.7(b13.6(b). If the Seller Parties ACME Entities or any of their Affiliates shall desire to dispose of any of such books and records prior to the expiration of such six-(6) six-year period, such party the ACME Entities shall, prior to such disposition, give the Buyer a reasonable opportunity, at the Buyer’s 's expense, to segregate and remove such books and records as the other party may select.

Access to Records after Closing. (a) For Subject to Section 8.1, for a period of six (6) years after the Closing Date, the Seller Parties Parent and their its representatives shall have reasonable access to the personnel and all of the books and records of the Business transferred to the Buyer hereunder Group Companies to the extent that such access may reasonably be required by the Seller Parties Parent in connection with (i) matters relating to or affected by the operations of the Business Group Companies prior to the Closing Date, (ii) compliance by Parent and its Subsidiaries with Requirements of Law, and (iii) without limiting Section 12.10, Pursuing the Excluded Liabilities. Such access shall be afforded by the Buyer upon receipt of reasonable advance notice and during normal business hours. The Seller Parties Buyer agrees to maintain such records in readable and readily accessible format during such six-year period. Parent shall be solely responsible for any out of pocket costs or expenses incurred by it pursuant to this Section 11.7(a13.5(a). If the Buyer shall desire to dispose of any of such books and records prior to the expiration of such six (6) year period, it shall, prior to such disposition, give the Seller Parties a reasonable opportunity, at the Seller Parties' expense, to segregate and remove such books and records as the other party may select. (b) For Subject to Section 8.1, for a period of six (6) years after the Closing Date, the Buyer and its representatives shall have reasonable access to the personnel and all of the books and records relating to the Business Group Companies which the Seller Parties Parent or any of their Affiliates may retain after the Closing Date (including, but not limited to Tax Returns solely to the extent related to the Purchased Assets or the Business)Date. Such access shall be afforded by the Seller Parties Parent and their its Affiliates upon receipt of reasonable advance notice and during normal business hours. The Parent agrees to maintain such records in readable and readily accessible format during such six-year period. Buyer shall be solely responsible for any out of pocket costs and expenses incurred by it pursuant to this Section 11.7(b13.5(b). If the Seller Parties or any of their Affiliates . (c) Subject to Section 8.1, neither Buyer nor Parent shall desire be obligated to dispose of any of such books and records prior to the expiration of such six-(6) year period, such party shall, prior to such disposition, give the Buyer a reasonable opportunity, at the Buyer’s expense, to segregate and remove such books and records as provide the other party may selectwith access to any books or records (including personnel files) pursuant to this Section 13.5 where such access would violate any Requirements of Law, privilege or confidentiality obligation.

Access to Records after Closing. (a) For a period of six (6) years after the Closing Date, the Seller Parties and their representatives shall have reasonable access to all of the books and records of the Business transferred to the Buyer hereunder to the extent that such access may reasonably be required by the Seller Parties in connection with matters relating to or affected by the operations of the Business prior to the Closing Date. Such access shall be afforded by the Buyer upon receipt of reasonable advance notice and during normal business hours. The Seller Parties shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 11.7(a). If the Buyer shall desire to dispose of any of such books and records prior to the expiration of such six (6) year period, it shall, prior to such disposition, give the Seller Parties a reasonable opportunity, at the Seller Parties' ’ expense, to segregate and remove such books and records as the other party may select. (b) For a period of six (6) years after the Closing Date, the Buyer and its representatives shall have reasonable access to all of the books and records relating to the Business which the Seller Parties or any of their Affiliates may retain after the Closing Date (including, but not limited to Tax Returns solely to the extent related to the Purchased Assets or the Business)Date. Such access shall be afforded by the Seller Parties and their Affiliates upon receipt of reasonable advance notice and during normal business hours. The Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 11.7(b). If the Seller Parties or any of their Affiliates shall desire to dispose of any of such books and records prior to the expiration of such six-(6) year period, such party shall, prior to such disposition, give the Buyer a reasonable opportunity, at the Buyer’s expense, to segregate and remove such books and records as the other party may select.

Access to Records after Closing. (a) For a period of six (6) years after the Closing Date, the Seller Parties and their representatives shall have reasonable access to all of the books and records of the Business transferred to the Buyer hereunder to the extent that such access may reasonably be required by the Seller Parties in connection with matters relating to or affected by the operations of the Business prior to the Closing Date. Such access shall be afforded by the Buyer upon receipt of reasonable advance notice and during normal business hours. The Seller Parties shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 11.7(a). If the Buyer shall desire to dispose of any of such books and records prior to the expiration of such six (6) year period, it shall, prior to such disposition, give the Seller Parties a reasonable opportunity, at the Seller Parties' ’ expense, to segregate and remove such books and records as the other party may select. (b) For a period of six (6) years after the Closing Date, the Buyer and its representatives shall have reasonable access to all of the books and records relating to the Business which the Seller Parties or any of their Affiliates may retain after the Closing Date (including, but not limited to Tax Returns solely to the extent related to the Purchased Assets or the Business). Such access shall be afforded by the Seller Parties and their Affiliates upon receipt of reasonable advance notice and during normal business hours. The Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 11.7(b). If the Seller Parties or any of their Affiliates shall desire to dispose of any of such books and records prior to the expiration of such six-(6) year period, such party shall, prior to such disposition, give the Buyer a reasonable opportunity, at the Buyer’s expense, to segregate and remove such books and records as the other party may select.

Access to Records after Closing. (a) For a period of six (6) years after the Closing Date, the Seller Parties ACME Entities and their representatives shall have reasonable access to all of the books and records of the Business transferred to the Buyer hereunder to the extent that such access may reasonably be required by the Seller Parties ACME Entities in connection with matters relating to or affected by the operations of the Business prior to the Closing Date. Such access shall be afforded by the Buyer upon receipt of reasonable advance notice and during normal business hours. The Seller Parties ACME Entities shall be solely responsible for any costs or expenses incurred by it them pursuant to this Section 11.7(a12.6(a). If the Buyer shall desire to dispose of any of such books and records prior to the expiration of such six (6) six-year period, it shall, prior to such disposition, give the Seller Parties ACME Entities a reasonable opportunity, at the Seller PartiesACME 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, the Buyer and its representatives shall have reasonable access to all of the books and records relating to the Business which the Seller Parties ACME Entities or any of their Affiliates may retain after the Closing Date (including, but not limited to Tax Returns solely to the extent related to the Purchased Assets or the Business)Date. Such access shall be afforded by the Seller Parties ACME Entities and their Affiliates upon receipt of reasonable advance notice and during normal business hours. The Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 11.7(b12.6(b). If the Seller Parties ACME Entities or any of their Affiliates shall desire to dispose of any of such books and records prior to the expiration of such six-(6) six-year period, such party the ACME Entities shall, prior to such disposition, give the Buyer a reasonable opportunity, at the Buyer’s 's expense, to segregate and remove such books and records as the other party may select.