Common use of Access to Records after Closing Clause in Contracts

Access to Records after Closing. (a) Seller Parent and its Affiliates shall have the right to retain copies of all books and records of the Business relating to periods ending on or prior to the Closing Date to the extent that such books and records may reasonably be required by Seller Parent in connection with matters relating to or affected by the operations of the Business prior to the Closing Date. For a period of six (6) years after the Closing Date, Seller Parent and 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 Seller Parent 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 Buyer upon receipt of reasonable advance notice and during normal business hours. Seller Parent shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 13.8(a). If Buyer shall desire to dispose of any of such books and records prior to the expiration of such six-year period, Buyer shall, prior to such disposition, give Seller Parent a reasonable opportunity, at Seller Parent’s expense, to segregate and remove such books and records as Seller Parent 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 Seller Parent or any of its Affiliates (including the Selling Parties) may retain after the 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 Seller Parent and its Affiliates (including the Selling Parties) 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 13.8(b). If 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, Seller Parent shall, prior to such disposition, give Buyer a reasonable opportunity, at Buyer’s expense, to segregate and remove such books and records as Buyer may select.

Access to Records after Closing. (a) Seller Parent and its Affiliates shall have the right to retain copies of all books and records of the Business relating to periods ending on or prior to the Closing Date to the extent that such books and records may reasonably be required by Seller Parent in connection with matters relating to or affected by the operations of the Business prior to the Closing Date. For a period of six (6) seven years after the Closing Date, Seller Parent the Selling Stockholders and its their 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 Seller Parent the Selling Stockholders in connection with matters relating to or affected by the operations of the Business Companies prior to the Closing Date. Such access shall be afforded by Buyer the Buyers upon receipt of reasonable advance 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. Seller Parent The Selling Stockholders shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 13.8(a13.5(a). If Buyer 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, Buyer the Buyers shall, prior to such disposition, give Seller Parent the Selling Stockholders a reasonable opportunity, at Seller Parent’s the Selling Stockholders’ expense, to segregate and remove such books and records as Seller Parent the Selling Stockholders may select. (b) For a period of six (6) seven years after the Closing Date, Buyer the Buyers and its their representatives shall have reasonable access to all of the books and records relating to the Business Companies which Seller Parent or any of its Affiliates (including the Selling Parties) Stockholders or their Affiliates may retain after the 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 Seller Parent and its Affiliates (including the Selling Parties) Stockholders upon receipt of reasonable advance 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. Buyer the Buyers shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 13.8(b13.5(b). If Seller Parent 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, Seller Parent the Selling Stockholders shall, prior to such disposition, give Buyer the Buyers a reasonable opportunity, at Buyer’s the Buyers’ expense, to segregate and remove such books and records as Buyer the Buyers may select.

Access to Records after Closing. (a) The Buyer agrees that on and after each applicable Closing Date it will permit the Seller Parent and its Affiliates shall representatives, during normal business hours and on reasonable prior notice and without unreasonably interfering with the business of the Buyer, to have the right access to retain and to examine and take copies of all applicable Files, whether with respect to transactions or events occurring prior to the applicable Closing Date or to transactions or events occurring subsequent to the applicable Closing Date which arise out of transactions or events occurring prior to or after such Closing Date, other than those documents or materials or work product in any of the Files reasonably determined by Buyer to constitute an attorney-client privileged communication. The Seller and the Buyer agree that any such access to the Files shall be granted only in the event that the Seller or an Affiliate of the Seller is named as a party in, or is threatened with, any litigation or similar proceeding in connection with any Purchased Asset or to the extent that the Seller may require such access in connection with any Tax, regulatory, accounting, corporate or similar matter relating to any Purchased Asset or its transfer hereunder. (b) The Buyer agrees that it shall preserve and keep the Files for a period at least equal to the period required by the Buyer's record retention policy for similar materials. Notwithstanding any of the foregoing, the Buyer may destroy any or all of the Files without notice to the Seller at any time after the seventh (7th) anniversary of the Signing Date. (c) The Seller agrees that on and after the applicable Closing Date it will permit the Buyer and its representatives, during normal business hours and on reasonable prior notice and without unreasonably interfering with the business of the Seller, to have access to electronically-stored data or other computerized records of the Seller (other than Excluded Materials) that relate exclusively to the applicable Portfolio Accounts. The Seller agrees that it shall preserve and keep such electronically-stored data and computerized records relating exclusively to the Portfolio Accounts (other than Excluded Materials) for a period at least equal to the period required by the Seller's record retention policy for similar materials. (d) Each party agrees that its access to books and records of the Business relating to periods ending on or prior to the Closing Date to the extent that such books and records may reasonably be required by Seller Parent in connection with matters relating to or affected by the operations of the Business prior to the Closing Date. For a period of six (6) years after the Closing Date, Seller Parent and 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 Seller Parent 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 Buyer upon receipt of reasonable advance notice and during normal business hours. Seller Parent shall be solely responsible for any costs or expenses incurred by it other party pursuant to this Section 13.8(a). If Buyer 13.6 shall desire to dispose of any of such books and records prior be subject to the expiration confidentiality provisions of such six-year period, Buyer shall, prior to such disposition, give Seller Parent a reasonable opportunity, at Seller Parent’s expense, to segregate and remove such books and records as Seller Parent may selectSection 13.1. (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 Seller Parent or any of its Affiliates (including the Selling Parties) may retain after the 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 Seller Parent and its Affiliates (including the Selling Parties) 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 13.8(b). If 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, Seller Parent shall, prior to such disposition, give Buyer a reasonable opportunity, at Buyer’s expense, to segregate and remove such books and records as Buyer may select.

Access to Records after Closing. Seller agrees to preserve at Seller’s business office until the sixth (a6th) Seller Parent and its Affiliates shall have the right to retain copies of all books and records anniversary of the Business Closing all records pertaining to the operation of the Hotel in Seller’s or Manager’s possession which were not transferred to Purchaser hereunder and relating to periods ending on the Property or prior to the Closing Date transactions contemplated herein. Similarly, Purchaser agrees to preserve at the extent that such books Hotel all employment records and sales records may reasonably be required transferred by Seller Parent and all records which may be relevant to or required to be produced in connection with matters relating Seller’s tax reporting obligations until the sixth (6th) anniversary of the Closing. Where there is a legitimate purpose not injurious to the other party or affected if there is a tax audit, other governmental inquiry, or litigation or prospective litigation to which Seller or Purchaser is, or may become, a party, making necessary Seller’s access to such records of Purchaser or making necessary Purchaser’s access to such records of Seller, each party, as the case may be, will allow representatives of the other party access to such records during regular business hours at such party’s place of business for the sole purpose of obtaining information for use as aforesaid. Each of Seller and Purchaser agrees to indemnify, hold harmless and defend the other at all times from and after the date of this Agreement, from and against any and all loss, damage, claim, cost and expense and any other liability whatsoever, including, without limitation, reasonable accountants’ and attorneys’ fees, charges and costs, incurred by the operations other by reason of Seller’s or Purchaser’s failure to provide the Business prior other with access to the Closing Date. For a period of six (6) years after the Closing Date, Seller Parent and 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 Seller Parent 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 Buyer upon receipt of reasonable advance notice and during normal business hours. Seller Parent shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 13.8(a). If Buyer shall desire to dispose of any of such books and records prior to the expiration of such six-year period, Buyer shall, prior to such disposition, give Seller Parent a reasonable opportunity, at Seller Parent’s expense, to segregate and remove such books and records as Seller Parent may selectdescribed above. (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 Seller Parent or any of its Affiliates (including the Selling Parties) may retain after the 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 Seller Parent and its Affiliates (including the Selling Parties) 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 13.8(b). If 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, Seller Parent shall, prior to such disposition, give Buyer a reasonable opportunity, at Buyer’s expense, to segregate and remove such books and records as Buyer may select.

Access to Records after Closing. Seller agrees to preserve at Seller’s business office until the sixth (a6th) Seller Parent and its Affiliates shall have the right to retain copies of all books and records anniversary of the Business Closing all records pertaining to the operation of the Hotel in Seller’s or Manager’s possession which were not transferred to Purchaser hereunder and relating to periods ending on the Property or prior to the Closing Date transactions contemplated herein. Similarly, Purchaser agrees to preserve at the extent that such books Hotel all employment records and sales records may reasonably be required transferred by Seller Parent and all records which may be relevant to or required to be produced in connection with matters relating Seller’s tax reporting obligations until the sixth (6th) anniversary of the Closing. Where there is a legitimate purpose not injurious to the other party or affected if there is a tax audit, other governmental inquiry, or litigation or prospective litigation to which Seller or Purchaser is, or may become, a party, making necessary Seller’s access to such records of Purchaser or making necessary Purchaser’s access to such records of Seller, each party, as the case may be, will allow representatives of the other party access to such records during regular business hours at such party’s place of business for the sole purpose of obtaining information for use as aforesaid. Each of Seller and Purchaser agrees to indemnify, hold harmless and defend the other at all times from and after the date of this Agreement, from and against any and all loss, damage, claim, cost and expense and any other liability whatsoever, including, without limitation, reasonable accountants’ and attorneys’ fees, charges and costs, incurred by the operations other by reason of Seller’s or Purchaser’s failure to provide the Business prior other with access to the Closing Daterecords described above. For a period (f) Purchaser’s Investigation and Inspections. Any investigation or inspection conducted by Purchaser, or any agent or representative of six (6) years after the Closing DatePurchaser, Seller Parent and 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 Seller Parent 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 Buyer upon receipt of reasonable advance notice and during normal business hours. Seller Parent shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 13.8(a). If Buyer shall desire Agreement, in order to dispose verify independently Seller’s satisfaction of any of such books conditions precedent to Purchaser’s Obligations hereunder or to determine whether Seller’s warranties are true and records prior to the expiration of such six-year periodaccurate, Buyer shall, prior to such disposition, give Seller Parent shall not affect (or constitute a reasonable opportunity, at Seller Parent’s expense, to segregate and remove such books and records as Seller Parent may select. (bwaiver by Purchaser of) 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 Seller Parent or any of its Affiliates Seller’s Obligations hereunder or Purchaser’s reliance thereon. (including the Selling Parties) may retain after the 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 Seller Parent and its Affiliates (including the Selling Parties) 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 13.8(bg). If 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, Seller Parent shall, prior to such disposition, give Buyer a reasonable opportunity, at Buyer’s expense, to segregate and remove such books and records as Buyer may select.