Common use of Post-Closing Books and Records Clause in Contracts

Post-Closing Books and Records. (a) Until the earlier of the closure of the Bankruptcy Cases and two (2) years after the Closing Date, (i) Buyer will use commercially reasonable efforts not to dispose of or destroy any of the Records received by Buyer as Assets and (ii) Buyer will allow such Selling Entity (including, for clarity, any trust established under a chapter 11 plan of such Selling Entity or any other successors of such Selling Entity) and any of its respective directors, managers officers, employees, counsel, Representatives, accountants and auditors reasonable access during normal business hours, upon reasonable advance notice, to any Records included in the Assets for purposes relating to the Bankruptcy Cases, the wind-down of the operations of such Selling Entity or any such trusts or successors and such Selling Entity (including any such trust or successors) and such directors, managers, officers, employees, counsel, Representatives, accountants and auditors will have the right to make copies of any such Records for such purposes (at its sole cost and expense). Until the liquidation and winding up of each Selling Entity’s estate, such Selling Entity may keep a copy of the Records. Until the earlier of the liquidation and winding up of each Selling Entity’s estate and seven (7) years after the Closing Date, each Selling Entity will use commercially reasonable efforts not to dispose of or destroy any copies of the Records within its possession or control and, upon written request by Buyer, shall promptly transfer such copies to Buyer pursuant to Section 2.08. Except as required by Applicable Laws or to the extent required to enforce its rights with respect to the Excluded Liabilities, from and after the Closing, the Selling Entities will treat both the Records and any Excluded Records as Confidential Business Information (it being understood and agreed that the Selling Entities may use the Records and the Excluded Records to the extent necessary for compliance with its obligations and enforcement of its rights hereunder. (b) Until the earlier of the liquidation and winding up of each Selling Entity’s estate and ten (10) years after the Closing Date, each Selling Entity will use commercially reasonable efforts not to dispose of or destroy any copies of the Records within its possession or control and, upon written request by Buyer, shall promptly transfer such copies to Buyer pursuant to Section 2.08.

Post-Closing Books and Records. (a) Until the earlier of the closure of the Bankruptcy Cases and two seven (27) years after the Closing Date, (ia) Buyer will use commercially reasonable best efforts not to dispose of or destroy any of the Records received by Buyer as Assets and (iib) Buyer will allow such Selling Entity (including, for clarity, any trust established under a chapter Chapter 11 plan of such Selling Entity or any other successors of such Selling Entity) and any of its respective directors, managers officers, employees, counsel, Representatives, accountants and auditors reasonable access during normal business hours, upon reasonable advance notice, to any Records included in the Assets for purposes relating to the Bankruptcy Cases, the wind-down of the operations of such Selling Entity or any such trusts or successors and such Selling Entity (including any such trust or successors) and such directors, managers, officers, employees, counsel, Representatives, accountants and auditors will have the right to make copies of any such Records for such purposes (at its sole cost and expense)purposes. Until the liquidation and winding up of each Selling Entity’s estate, such Selling Entity may keep a copy of the Records. Until In the earlier event any Party desires to destroy any such Records prior to the time during which they must be maintained pursuant to this Section 8.05, such Party will first give 30 days’ prior written notice to the other Party and such other Party will have the right at their option and expense, upon prior written notice given within such 30 day period to the Party desiring to destroy such Records or records, to take possession of the Records within 60 days after the date of such notice, or such shorter period as the liquidation and winding up of each applicable Selling Entity’s estate and seven (7) years after the Closing Date, each Selling Entity will use commercially reasonable efforts not to dispose of or destroy any copies of the Records within its possession or control and, upon written request by Buyer, shall promptly transfer such copies to Buyer pursuant to Section 2.08permit. Except as required by Applicable Laws or to the extent required to enforce its rights with respect to the Excluded Liabilities, from and after the Closing, the Selling Entities will treat both keep confidential and not use the Records that would have been included in the Records but for the failure to obtain a material Third Party consent or any Records to which it has access under this Section 8.05, except for the use thereof as expressly permissible hereunder. All Records and any Excluded Records as Confidential Business Information (it being understood and agreed that information contained therein or derived therefrom acquired by the Selling Entities may use the Records or any of their respective directors, officers, employees, counsel, Representatives, accountants and the Excluded Records auditors will be subject to the extent necessary for compliance confidentiality provisions set forth in Section 7.01. As a condition to any such Person accessing, copying or removing any Records or information, Buyer may require that such Person (or such Person’s employer) enter into a customary confidentiality agreement in form and substance similar to the Confidentiality Agreement with its obligations reasonable and enforcement of its rights hereunderappropriate modifications. (b) Until the earlier of the liquidation and winding up of each Selling Entity’s estate and ten (10) years after the Closing Date, each Selling Entity will use commercially reasonable efforts not to dispose of or destroy any copies of the Records within its possession or control and, upon written request by Buyer, shall promptly transfer such copies to Buyer pursuant to Section 2.08.