Access to Work Papers. Except to the extent prohibited by Applicable Laws related to privacy, Buyer will make the work papers and back-up materials used in preparing the Final Balance Sheet, Final Closing Statement, Recapture Statement and Final Earn-Out Statement (collectively, the "Buyer Statements"), and the books, records, and financial staff of Buyer, Target Company or any of Buyer's Affiliates involved in the preparation of the Buyer Statements, available to Seller and its Representatives at reasonable times and upon reasonable notice during (a) the preparation by Buyer of the Buyer Statements, (b) the review by Seller of the Buyer Statements, and (c) the resolution by Buyer and Seller of any objections thereto; provided, however, that in the event that Buyer determines in good faith that certain work papers and/or back-up materials requested by Seller contain nonpublic personal information as defined by Applicable Laws related to privacy and no exception exists that would allow disclosure of such materials to Seller, Buyer shall notify Seller of this fact. Upon receipt of such notice, Seller may select an accounting firm ("Work Papers Firm") registered with the Public Company Accounting Oversight Board that shall be retained jointly by Buyer and Seller solely for the purpose of reviewing the work papers and/or back-up materials requested by Seller from Buyer that relate to the Buyer Statements. Seller may unilaterally instruct the Work Papers Firm with respect to what nonpublic personal information to obtain from Buyer, how it is to analyze such information and how such information is to be used in connection with the review of the Buyer Statements. Seller may also unilaterally instruct the Work Papers Firm to prepare a report based on the work papers and/or back-up materials to be presented to Seller, Buyer and the Accounting Firm for final determination of any amounts under dispute in accordance with Section 1.10. Notwithstanding the foregoing, Seller may not instruct the Work Papers Firm to, and the Work Papers Firm shall not, disclose to Seller any nonpublic personal information that Buyer informs the Work Papers Firm is prohibited from being disclosed to Seller by Buyer under Applicable Laws related to privacy. Upon receipt of an executed confidentiality agreement, engagement letter or other agreement reasonably acceptable to and executed by each of Buyer, the Work Papers Firm and Seller, Buyer shall promptly deliver to the Work Papers Firm copies of such work papers and/or back-up materials. Notwithstanding the foregoing, Buyer and Seller agree that the work papers and/or back-up materials remain the exclusive property of Buyer, and neither the Work Papers Firm nor Seller shall have any right, title or interest therein. Further, upon completion of its services, the Work Papers Firm will return to Buyer all such work papers and/or back-up materials. Buyer and Seller shall split fifty/fifty all fees and expenses of the Work Papers Firm in connection with the foregoing. Seller will make the work papers and back-up materials used in preparing the Initial Balance Sheet and Initial Closing Statement, and the books and records of Target Company and the financial staff of Seller, Target Company or any of Seller's Affiliates involved in the preparation of the Initial Balance Sheet and Initial Closing Statement, available to Buyer and its Representatives at reasonable times and upon reasonable notice at any time during (i) the preparation by Seller of the Initial Balance Sheet and Initial Closing Statement, (ii) the review by Buyer of the Initial Closing Statement, and (iii) the resolution by Buyer and Seller of any objections thereto.
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Sources: Stock Purchase Agreement (Td Ameritrade Holding Corp)
Access to Work Papers. Except to the extent prohibited by Applicable Laws related to privacy, Buyer will make the work papers and back-up materials used in preparing the Final Balance Sheet, Final Closing Statement, Recapture Statement and Final Earn-Out Statement (collectively, the "“Buyer Statements"”), and the books, records, and financial staff of Buyer, Target Company or any of Buyer's ’s Affiliates involved in the preparation of the Buyer Statements, available to Seller and its Representatives at reasonable times and upon reasonable notice during (a) the preparation by Buyer of the Buyer Statements, (b) the review by Seller of the Buyer Statements, and (c) the resolution by Buyer and Seller of any objections thereto; provided, however, that in the event that Buyer determines in good faith that certain work papers and/or back-up materials requested by Seller contain nonpublic personal information as defined by Applicable Laws related to privacy and no exception exists that would allow disclosure of such materials to Seller, Buyer shall notify Seller of this fact. Upon receipt of such notice, Seller may select an accounting firm ("“Work Papers Firm"”) registered with the Public Company Accounting Oversight Board that shall be retained jointly by Buyer and Seller solely for the purpose of reviewing the work papers and/or back-up materials requested by Seller from Buyer that relate to the Buyer Statements. Seller may unilaterally instruct the Work Papers Firm with respect to what nonpublic personal information to obtain from Buyer, how it is to analyze such information and how such information is to be used in connection with the review of the Buyer Statements. Seller may also unilaterally instruct the Work Papers Firm to prepare a report based on the work papers and/or back-up materials to be presented to Seller, Buyer and the Accounting Firm for final determination of any amounts under dispute in accordance with Section 1.10. Notwithstanding the foregoing, Seller may not instruct the Work Papers Firm to, and the Work Papers Firm shall not, disclose to Seller any nonpublic personal information that Buyer informs the Work Papers Firm is prohibited from being disclosed to Seller by Buyer under Applicable Laws related to privacy. Upon receipt of an executed confidentiality agreement, engagement letter or other agreement reasonably acceptable to and executed by each of Buyer, the Work Papers Firm and Seller, Buyer shall promptly deliver to the Work Papers Firm copies of such work papers and/or back-up materials. Notwithstanding the foregoing, Buyer and Seller agree that the work papers and/or back-up materials remain the exclusive property of Buyer, and neither the Work Papers Firm nor Seller shall have any right, title or interest therein. Further, upon completion of its services, the Work Papers Firm will return to Buyer all such work papers and/or back-up materials. Buyer and Seller shall split fifty/fifty all fees and expenses of the Work Papers Firm in connection with the foregoing. Seller will make the work papers and back-up materials used in preparing the Initial Balance Sheet and Initial Closing Statement, and the books and records of Target Company and the financial staff of Seller, Target Company or any of Seller's ’s Affiliates involved in the preparation of the Initial Balance Sheet and Initial Closing Statement, available to Buyer and its Representatives at reasonable times and upon reasonable notice at any time during (i) the preparation by Seller of the Initial Balance Sheet and Initial Closing Statement, (ii) the review by Buyer of the Initial Closing Statement, and (iii) the resolution by Buyer and Seller of any objections thereto.
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