THE CLOSING DATE, ALL BOOKS, RECORDS, DOCUMENTS, INSTRUMENTS,
ACCOUNTS, CORRESPONDENCE, WRITINGS, CONTRACTS, EVIDENCES OF TITLE AND OTHER
PAPERS (IN EACH CASE, INCLUDING ELECTRONIC VERSIONS THEREOF) RELATING TO THE
ACQUIRED ASSETS OR THE TRANSFERRED COMPANIES, TO THE EXTENT IN THE POSSESSION OF
QUICKSILVER OR ANY AFFILIATE OF QUICKSILVER (INCLUDING THE ACQUIRED COMPANIES)
AND TO THE EXTENT NOT CONSTITUTING THE EXCLUDED ASSETS (COLLECTIVELY, THE "BOOKS
AND RECORDS"). QUICKSILVER MAY RETAIN COPIES OF ANY OR ALL OF THE BOOKS AND
RECORDS FOR ITS FILES.
(C)
POST-CLOSING RETENTION OF BOOKS AND
RECORDS. BREITBURN SHALL RETAIN THE BOOKS AND RECORDS FOR THE PERIOD OF TIME SET
FORTH IN ITS RECORDS RETENTION POLICIES ON THE CLOSING DATE WHICH SHALL NOT BE
LESS THAN SIX (6) YEARS (OR FOR TAX RECORDS, SEVEN YEARS), OR FOR SUCH LONGER
PERIOD AS MAY BE REQUIRED BY LAW OR ANY APPLICABLE COURT ORDER, OR FOR THE TERM
REQUIRED BY BREITBURN'S RECORDS RETENTION POLICY. AT ANY TIME DURING SUCH
PERIOD, QUICKSILVER MAY, UPON ITS REQUEST AND AT ITS EXPENSE, COPY ALL OR ANY
PART OF SUCH BOOKS AND RECORDS AS QUICKSILVER MAY REASONABLY REQUIRE.
NOTWITHSTANDING THE FOREGOING, BREITBURN SHALL RETAIN (OR CAUSE THE ACQUIRED
COMPANIES TO RETAIN) FOR SUCH LONGER PERIODS ANY AND ALL BOOKS AND RECORDS THAT
RELATE TO ANY ONGOING ACTION UNTIL SUCH TIME AS BREITBURN IS NOTIFIED OF THE
FINAL CONCLUSION OF SUCH MATTER.
(D)
REASONABLE POST-CLOSING ACCESS. AFTER
CLOSING, THE PARTIES WILL ALLOW EACH OTHER REASONABLE ACCESS TO THE BOOKS AND
RECORDS, AND TO PERSONNEL HAVING KNOWLEDGE OF THE WHEREABOUTS OR CONTENTS OF
SUCH BOOKS AND RECORDS, FOR LEGITIMATE LEGAL, TAX OR ACCOUNTING REASONS, SUCH AS
THE PREPARATION OF TAX RETURNS, THE DEFENSE OF ACTIONS AND RESPONDING TO DATA
REQUESTS FROM GOVERNMENTAL ENTITIES. SUBJECT TO ARTICLE IX, EACH PARTY SHALL BE
ENTITLED TO
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RECOVER ITS OUT-OF-POCKET COSTS (INCLUDING COPYING COSTS) INCURRED IN PROVIDING
SUCH RECORDS OR PERSONNEL TO THE OTHER PARTY.
Section 6.5
Employee Matters.
(A)
QUICKSILVER SHALL USE ITS GOOD FAITH
EFFORTS TO MAKE AVAILABLE TO BREITBURN ALL OF THE BUSINESS EMPLOYEES LISTED ON
SCHEDULE 4.12, TO DISCUSS POTENTIAL EMPLOYMENT WITH BREITBURN OR AN AFFILIATE OF
BREITBURN ON AND AFTER CLOSING (SUCH ENTITY THAT MAKES ANY EMPLOYMENT OFFERS IS
HEREIN REFERRED TO AS THE "BREITBURN EMPLOYER"). BREITBURN SHALL PROVIDE
QUICKSILVER, IN WRITING, NOT LATER THAN FOURTEEN (14) CALENDAR DAYS PRIOR TO THE
CLOSING DATE, A LIST OF THOSE BUSINESS EMPLOYEES TO WHOM BREITBURN INTENDS TO
MAKE OFFERS OF EMPLOYMENT EFFECTIVE AS OF THE CLOSING DATE, TOGETHER WITH THE
PROPOSED TERMS OF SUCH EMPLOYMENT (COLLECTIVELY, THE "DESIGNATED EMPLOYEES");
AND BREITBURN SHALL CAUSE THE BREITBURN EMPLOYER TO MAKE OFFERS OF EMPLOYMENT TO
THE DESIGNATED EMPLOYEES ON THE TERMS PROVIDED TO QUICKSILVER, EFFECTIVE AS OF
THE CLOSING DATE. BREITBURN'S DETERMINATION AS TO WHICH BUSINESS EMPLOYEES SHALL
BE DESIGNATED EMPLOYEES AND THE PROPOSED TERMS OF EMPLOYMENT OFFERED BY THE
BREITBURN EMPLOYER, SHALL BE WITHIN THE SOLE DISCRETION OF BREITBURN; PROVIDED,
HOWEVER, THAT ITS ELECTION AND DETERMINATION SHALL BE MADE IN ACCORDANCE WITH
ALL APPLICABLE LAW (AND UPON DELIVERY OF