Common use of After the Closing Date Clause in Contracts

After the Closing Date. Seller and Buyer shall provide, and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or Third-Party confidentiality obligation), reasonable access for inspection and copying of all ORiNOCO Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and relating to the ORiNOCO Business or the Purchased Assets, and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the ORiNOCO Business or the Purchased Assets, and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained therein.

After the Closing Date. Seller and Buyer shall provide(and shall cause its Affiliates to) afford to Parent and its advisors, upon reasonable notice, reasonable access, during normal business hours, to the Books, Records and Files (including accountants' work papers) transferred by Parent or its Affiliates pursuant hereto and relating to the Businesses for periods up to and including the Closing Date that are conveyed to, and held by, Buyer and its Affiliates on and after the Closing Date pursuant to the terms of this Agreement (and shall permit such Persons to examine and copy such books and records to the extent reasonably requested by such party). Buyer shall cause its advisors to furnish such information described in the preceding sentence as may be reasonably requested by Parent or its advisors solely for the determination of the Closing Working Capital Statement and Working Capital True-Up Amounts pursuant to Sections 2.04(b), (c), (d) and (e), and the resolution of any indemnification obligations under Article X hereof; provided, that nothing in this Section 5.02(e) shall require Buyer or any of its Affiliates or advisors to furnish to Parent or its advisors any materials prepared by Buyer's financial or legal advisors or that were prepared by Buyer or its advisors prior to the Closing or which may not be disclosed pursuant to a protective Order; and provided further, that nothing in this Section 5.02(e) shall require Buyer or any of its Affiliates or advisors to afford access to Books, Records and Files or provide information if Buyer or its Affiliates are contractually or otherwise restricted by a third party from doing so. Buyer shall, and shall cause their respective its Affiliates to provideto, to each other maintain all such Books, Records and to their respective officersFiles, employeesand shall not destroy or dispose of any such Books, accountantsRecords and Files, counsel and other representatives, upon request until the fourth (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or Third-Party confidentiality obligation), reasonable access for inspection and copying of all ORiNOCO Business Records, Governmental Permits, Licenses, Contracts and any other information existing as 4th) anniversary of the Closing Date and relating to the ORiNOCO Business or the Purchased Assets, and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the ORiNOCO Business or the Purchased Assets, and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained thereinDate.

After the Closing Date. each Party shall preserve and keep all books and records and all information relating to the accounting, business and financial affairs that are retained by Seller or its Affiliates or obtained by Purchasers hereunder, as the case may be, which information relates to the Trayport Companies prior to the Closing, for five (5) years after the Closing Date, or for any longer period as may be (i) required by any Governmental Authority or (ii) reasonably necessary with respect to the prosecution or defense of any legal action that is then pending or threatened or audit and Buyer with respect to which the requesting Party has notified the other Party as to the need to retain such books, records or information. Notwithstanding the foregoing provisions of this Section 6.3(b), the provisions of Article VIII shall providegovern the preservation, retention and sharing of Tax Returns and Tax work papers. After the Closing Date, Purchasers, on the one hand, and Seller, on the other hand, shall, and shall cause their respective Affiliates to provideAffiliates, including in the case of Purchasers, the Trayport Companies, to each permit the other Party, its Affiliates and their representatives to have reasonable access to, and to their respective officersinspect and copy, employees, accountants, counsel and other representatives, upon request (subject all materials referred to any limitations that are reasonably required to preserve any applicable attorney-client privilege or Third-Party confidentiality obligation), reasonable access for inspection and copying of all ORiNOCO Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and relating to the ORiNOCO Business or the Purchased Assets, and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the ORiNOCO Business or the Purchased Assets, and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b6.3(b) shall be and to meet with officers and employees of such other Parties on a mutually convenient basis during normal business hours and upon reasonable prior notice and shall be subject to obtain explanations with respect to such reasonable limitations materials and to obtain additional information in connection with the preparation of any financial statements or Tax Returns of such other Party or its Affiliates. Purchasers 44 acknowledge and agree that Seller and its Affiliates have limited information due to the constraints imposed on Seller and its Affiliates by the CMA Orders and that Seller and its Affiliates shall only be required to preserve, or provide access to, such materials referred to in this Section 6.3(b) as it was permitted to receive under the party having custody or control thereof may impose to preserve CMA Orders and any derogations therefrom granted by the confidentiality of information contained thereinCMA.