Each party hereto shall provide the other party with reasonable access following the Closing to the books and records of Seller being transferred or retained pursuant to this Agreement (the “Records”) for the purpose of allowing each party and its professional advisors (at such party’s sole cost and expense) to (i) address any third party claims which arise from the operation of the Business and (ii) as necessary for compliance with the regulatory and Tax obligations of each party, including without limitation, responding to any request for information or audit and the preparation of any tax returns and financial statements, claims or litigation, and any other reasonable purpose.