Common use of Access and Cooperation Clause in Contracts

Access and Cooperation. (a) After the date hereof and before the Closing, upon reasonable written notice, the Sellers shall furnish or cause to be furnished to Purchaser and its employees, counsel, auditors and other representatives access to, during normal business hours, such properties, books, records, information and assistance relating to the Business or the Acquired Assets, including access to officers and employees, customers, suppliers, advisors and agents of the Sellers, as is reasonably requested (it being understood that the parties shall cooperate in transferring certain essential books, records and information before the Closing in order to facilitate Purchaser’s ability to immediately operate the Business upon the Closing); provided, that any such access shall not unreasonably interfere with the conduct of the business of the Sellers. (b) After the Closing Date, upon reasonable written notice, Purchaser and the Sellers shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance (to the extent within the control of such party or their Affiliates) relating to the Business or the Acquired Assets (including access to books and records) as is reasonably requested for the filing of all Tax Returns, and making of any election related to Taxes, the preparation for any audit by any taxing authority, and the prosecution or defense of any claim, suit or proceeding related to any Tax Return. The Sellers and Purchaser shall cooperate with each other in the conduct of any audit or other proceeding relating to Taxes related to the Acquired Assets. Purchaser shall retain the books and records relating to Taxes of the Sellers included in the Acquired Assets for a period of seven years after the Closing Date. After the end of such seven-year period, before disposing of such books or records, Purchaser shall give notice to such effect to the Seller and shall give the Seller, at the Seller’s cost and expense, an opportunity to remove and retain all or any part of such books or records as the Seller may select. (c) Each party shall reimburse the other for reasonable out-of-pocket costs and expenses incurred in assisting the other pursuant to this Section 4.11. Neither party shall be required by this Section 4.11 to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations.

Access and Cooperation. (a) After Buyer shall, and shall cause its controlled Affiliates and each Company Entity to, on and after the date hereof and before the ClosingClosing Date, upon to use reasonable written notice, the Sellers shall furnish or cause best efforts to be furnished afford to Purchaser Seller and its employeesAffiliates and their respective counsel, counselfinancial advisors, auditors and other designated representatives (subject to confidentiality commitments to Buyer and its Affiliates) reasonable access to, during normal business hours, such properties, books, records, information to their books and assistance records to the extent necessary (i) to permit Seller to determine any matter relating to its rights and obligations hereunder, (ii) in connection with any other insurance claim, or legal, administrative or other proceeding, arising out of any Company Entity’s business and operations in which Seller or any of its Affiliates may from time to time be involved (but in each case only to the Business extent such books and records are required to be retained under Applicable Law) (other than with respect to proceedings involving disputes between Buyer, on the one hand, and Seller, on the other hand) or (iii) in connection with the Acquired Assetspreparation of any reports filed or furnished by Seller pursuant to the 1934 Act, including access to officers and employees, customers, suppliers, advisors and agents of the Sellers, as is reasonably requested (it being understood that the parties shall cooperate in transferring certain essential books, records and information before the Closing in order to facilitate Purchaser’s ability to immediately operate the Business upon the Closing)any financial statements or schedules included or incorporated by reference therein; provided, provided that any such access by Seller shall not unreasonably interfere with the conduct of the business of Buyer or the SellersCompany Entities. (b) After Buyer shall cause each Company Entity, on and after the Closing Date, to afford promptly to Seller and its Affiliates and their respective counsel, financial advisors, auditors and other designated representatives reasonable access to and/or copies of (or, if necessary, originals of) their books, records, employees and auditors to the extent reasonably requested in connection with the Retained Matters; provided that any such access by Seller shall not unnecessarily interfere with the conduct of the business of Buyer or the Company Entities. (c) From and after the Closing Date, Buyer shall cause each Company Entity to make available to Seller and its Affiliates and their respective counsel, financial advisors, auditors and other designated representatives, upon reasonable written noticerequest, Purchaser the officers and employees of the Sellers Company Entities as witnesses, and shall otherwise cooperate with Seller and its Affiliates, and furnish or cause to be furnished to each othersuch records, as promptly as practicable, such information and assistance (testimony, and attend such conferences, discovery proceedings, preparation sessions, hearings, trials or appeals, in each case to the extent within required in connection with the control of Retained Matters; provided that any such party or their Affiliates) relating to the Business or the Acquired Assets (including access to books and records) as is reasonably requested for the filing of all Tax Returns, and making of any election related to Taxes, the preparation for any audit cooperation by any taxing authority, and the prosecution or defense of any claim, suit or proceeding related to any Tax Return. The Sellers and Purchaser Buyer shall cooperate not unnecessarily interfere with each other in the conduct of the business of Buyer or the Company Entities. Without limiting the generality of the foregoing, it is understood that Buyer will cause the Company Entities to execute all complaints and other court or similar papers reasonably requested in order to assist Seller and its Affiliates in connection with the Retained Matters. Prior to the Closing Date, Buyer and Seller shall enter into (or cause to be put in place) reasonable arrangements designed to ensure that the employees of the Company Entities whose cooperation is required in connection with the Retained Matters, including those listed on Schedule 6.02(c), are available to Seller and its Affiliates for purposes of providing the cooperation and assistance to Seller and its Affiliates as contemplated by this Section 6.02(c) (provided that such cooperation and assistance shall not interfere with such employees’ performance of their duties at the Company Entities beyond what Seller reasonably believes necessary or appropriate in connection with the Retained Matters), both during their employment with the Company Entities and after any audit termination of employment (including incorporating in the terms of any separation agreement or other proceeding relating arrangements entered into in connection with any such termination of employment of any such employee appropriate terms specifically designed to Taxes related to require such terminated employee’s continued cooperation with Seller and its Affiliates after such termination). (d) From and after the Acquired Assets. Purchaser Closing Date, (i) Buyer shall, and shall cause the Company Entities to, retain the books all information and records relating to Taxes the Retained Matters until final resolution of the Sellers included in the Acquired Assets for a period of seven years after the Closing Date. After the end of matters to which such seven-year period, before information and records relate and (ii) prior to destroying or disposing of any such books information or records, Purchaser or other information in the possession of the Company Entities as of the Closing Date that relate to any action, suit, investigation or proceeding or any governmental or regulatory investigation or inquiry (in each case whether pending or threatened) relating to Seller or its Affiliates, (i) Buyer shall give provide not less than 30 days’ prior written notice to such effect Seller, specifying the information and records proposed to be destroyed or disposed of, and (ii) if Seller shall request in writing prior to the Seller scheduled date for such destruction or disposal that any of the information and shall give the records proposed to be destroyed or disposed of be delivered to Seller, at Buyer shall promptly arrange for the Seller’s cost and expense, an opportunity to remove and retain all or any part delivery of such books or of the information and records as the Seller may selectwas requested. (ce) Each party Seller shall reimburse the other for bear all reasonable out-of-pocket costs and expenses of the Company Entities (excluding general overhead and employee benefits), upon presentation of invoices therefor, which are reasonably incurred by them in assisting connection with the other provision of information, witnesses or cooperation pursuant to this Section 4.11. Neither party shall be required by this Section 4.11 to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operationsclauses (b) through (d) above.

Access and Cooperation. (a) After the date hereof and before the Closing, upon reasonable written notice, the Sellers shall furnish or cause to be furnished to Purchaser and its employees, counsel, auditors and other representatives access to, during normal business hours, such properties, books, records, information and assistance relating to the Business or the Acquired Assets, including access to officers and employees, customers, suppliers, advisors and agents of the Sellers, as is reasonably requested (it being understood that the parties shall cooperate in transferring certain essential books, records and information before the Closing in order to facilitate Purchaser’s ability to immediately operate the Business upon the Closing); provided, that any such access shall not unreasonably interfere with the conduct of the business of the Sellers. (b) After the Closing Date, upon reasonable prior written notice, Purchaser and the Sellers Seller shall furnish or cause to be furnished to each otherother and their respective Representatives access, as promptly as practicableduring normal business hours and upon reasonable prior notice, at the sole cost and expense of the requesting party, such information (including records pertinent to the Business and the Company) and assistance (to the extent within the control of such party or their Affiliates) relating to the Business or and the Acquired Assets (including access to books and records) Company as is reasonably requested necessary for the filing of all Tax Returns, financial reporting and making of any election related to Taxesaccounting purposes, the preparation for any audit by any taxing authority, and the prosecution or defense filing of any claimreturns, suit reports or forms or the defense of, or response required under, or pursuant to, any lawsuit, action or proceeding related to (including any Tax Return. The Sellers proceeding involving the Company or Seller and Purchaser shall cooperate with each other in the conduct of any audit or other proceeding relating to Taxes environmental matters related to the Acquired AssetsCompany and the Business); provided, that, such access does not unreasonably interfere with the ongoing business of Purchaser or any of its Affiliates (including the Company) or Seller or its Affiliates. After the Closing, each of Purchaser and Seller agrees to deliver promptly to the other all mail and other documents received by such party which relate to any business conducted by such other party or its Affiliates after the Closing. Purchaser and Seller shall retain also furnish or cause to be furnished to each other and their respective Representatives access, during normal business hours and upon reasonable prior notice, at the books sole cost and records expense of the requesting party, such information relating to Taxes of the Sellers included in Business and the Acquired Assets Company for a period of any other reasonable business purpose. (b) Purchaser and Seller shall, and shall cause their Affiliates to, retain until seven (7) years after the Closing Date. After the end Date all such records (other than retention of such seven-year period, before disposing of such books or records, Purchaser shall give notice to such effect tax records governed by Section 8.06) pertinent to the Seller Company and the Business that are owned by such Person immediately after the Closing, except that Purchaser shall, and shall give the Sellercause its Affiliates to, at the Seller’s cost and expense, an opportunity to remove and retain all or records pertinent to any part pre-Closing Employment-related Obligations retained by Seller until the expiration of such books or records as the Seller may selectany applicable statute of limitations. Cooperation with respect to Tax matters shall be governed by Section 8.06. (c) Each Notwithstanding anything else set forth herein to the contrary, in no event shall Seller or Purchaser, or any of their respective Affiliates, be obligated under this Agreement to disclose to any other party (i) any information the disclosure of which is restricted by contract or Law except in strict compliance with the applicable contract or Law or (ii) any information as to which the attorney-client privilege is available. Purchaser acknowledges that any information being provided to it or its Representatives by Seller or any of its Affiliates or Representatives pursuant to or in connection with this Agreement is subject to the terms of the Confidentiality Agreement, and Seller acknowledges that any information being provided to it or its Representatives by Purchaser or any of its Representatives pursuant to or in connection with this Agreement is subject to the provisions of Section 8.09(b). If privileged and/or attorney work product documents or information, including communications between any party hereto or its Affiliates and any of their respective counsel, are disclosed to any other party pursuant to or in connection with this Agreement and the transactions contemplated hereby, then Seller and Purchaser hereby acknowledge and agree that (i) such disclosure is inadvertent, (ii) such disclosure will not constitute a waiver, in whole or in part, of any privilege or work product, and (iii) the receiving party will promptly return to the disclosing party all copies of such documents or information in its possession or in the possession of its Affiliates or Representatives. Additionally, each of Seller and Purchaser agrees that it and its Affiliates shall reimburse not waive the attorney-client, work product, or like privilege of the other for reasonable out-of-pocket costs and expenses incurred in assisting party with respect to any of such documents or information, without the other pursuant party’s prior written consent. (d) Upon the request of Purchaser and at Purchaser’s expense, Seller shall (i) use its Best Efforts to this Section 4.11. Neither party shall cause its independent auditors to perform such work as is required for the auditor to deliver (to the extent after the exertion of such Best Efforts the auditor is professionally able to do so) to the Securities and Exchange Commission (the “SEC”) an auditor’s consent that is required to be required by this Section 4.11 to take included in any action that would unreasonably interfere filing with the conduct SEC that includes or incorporates by reference the Financial Statements and (ii) to the extent Purchaser or any of its Affiliates conducts or intends to conduct an offering of securities (and if the registration statement, prospectus or offering memorandum for such offering includes or incorporates by reference the Financial Statements), at Purchaser’s expense use its Best Efforts to cause its independent auditors to perform such work as is required for the auditor to (to the extent after the exertion of such Best Efforts the auditor is professionally able to do so) deliver a letter containing statements and information of the type ordinarily included in accountant’s “comfort letters” with respect to the financial statements and financial information relating to the Company contained or incorporated by reference in any such document relating to any such offering, in the case of each of (i) and (ii) above, within the time period reasonably requested by Purchaser or any of its Affiliates. In addition, in connection with any SEC filing required to be made by Purchaser or any of its Affiliates (or any SEC review of such filing), Seller shall permit Purchaser and its Representatives to have reasonable access, during normal business hours and upon reasonable advance notice, to the properties, books and records of Seller and its Affiliates relating to the Company solely for the purpose of preparing any such SEC filing or unreasonably disrupt its normal operationsresponding to SEC questions, comments or requests on such SEC filing.

Access and Cooperation. (a) After the date hereof and before the Closing, upon reasonable written notice, the Sellers shall furnish or cause to be furnished to Purchaser and its employees, counsel, auditors and other representatives access to, during normal business hours, such properties, books, records, information and assistance relating to the Business or the Acquired Assets, including access to officers and employees, customers, suppliers, advisors and agents of the Sellers, as is reasonably requested (it being understood that the parties shall cooperate in transferring certain essential books, records and information before the Closing in order to facilitate Purchaser’s ability to immediately operate the Business upon the Closing); provided, that any such access shall not unreasonably interfere with the conduct of the business of the Sellers. (b) After the Closing Date, upon reasonable written notice, Purchaser and the Sellers shall Parties will furnish or cause to be furnished to each otherother and their respective accountants, as promptly as practicablecounsel, and other representatives access, during normal business hours and upon reasonable prior notice, such information and assistance as is reasonably necessary for financial reporting and accounting purposes, the preparation and filing of any Tax Returns, reports or forms or the defense of, or response required under, or pursuant to, any Proceeding (including any Proceeding involving the Company and any environmental matters related to the Company (other than a Proceeding between the Seller or any of its Affiliates, on the one hand, and the Buyer or any of its Affiliates, on the other hand), but excluding any information related to other businesses of the Buyer or the Seller or their respective Affiliates). After the Closing, the Seller shall deliver promptly to the Buyer all mail and other documents received by the Seller or any of its Affiliates which are addressed to the Company or either of the Subsidiaries or that relate to the Mt. Holly Faxxxxxy, the Mt. Holly Asxxxx, the Company or either of the Subsidiaries, other than any mail or other documents relating solely to any Excluded Asset, Excluded Liability or Excluded Contract, provided that the Seller shall be entitled to retain a copy of such mail or other documents to the extent within not relating solely to the control Company, either of such party the Subsidiaries, the Mt. Holly Faxxxxxy or their Affiliatesthe Mt. Holly Asxxxx. After the Closing, the Buyer shall deliver promptly to the Seller all mail and other documents received by the Buyer or any other member of the Century Group (including, for purposes of this Section 7.20(a), the Company and the Subsidiaries) relating to any Excluded Asset, any Excluded Contract or any other businesses of the Business Seller or its Affiliates, provided that the Buyer shall be entitled to retain a copy of such mail or other documents to the extent relating to the Company, either of the Subsidiaries, the Mt. Holly Faxxxxxy or the Acquired Assets (including access Mt. Holly Asxxxx. The Buyer and the Seller will also furnish or cause to books be furnished to each other and records) as is reasonably requested for the filing of all Tax Returnstheir respective accountants, counsel, and making of any election related other representatives reasonable access, during normal business hours and upon reasonable prior notice, to Taxes, the preparation such reasonable information for any audit by any taxing authority, other reasonable business purpose. (b) The Buyer and the prosecution or defense of any claim, suit or proceeding related to any Tax Return. The Sellers and Purchaser shall Seller will cooperate with each other in all reasonable respects in connection with the conduct defense of any audit or other proceeding relating to Taxes related to the Acquired Assets. Purchaser shall retain the books and Third Party Claim including reasonably making available records relating to Taxes such Third Party Claim and reasonably furnishing, without expense to the defending Party, management employees of the Sellers included in non-defending Party as may be reasonably necessary for the Acquired Assets for a period preparation of seven years after the Closing Date. After the end defense of such seven-year period, before disposing of such books Third Party Claim or records, Purchaser shall give notice for testimony as a witness in any Proceeding relating to such effect to the Seller and shall give the Seller, at the Seller’s cost and expense, an opportunity to remove and retain all or any part of such books or records as the Seller may selectThird Party Claim. (c) Each party shall reimburse Notwithstanding anything to the contrary in this Agreement, in no event will the Buyer, the Seller or any of their respective Affiliates be obligated under this Agreement (including this Section 7.20) to disclose (i) any information the disclosure of which is restricted by Contract or Law, (ii) any information as to which the attorney-client privilege or any other for reasonable out-of-pocket costs privilege (including attorney work product) applies, (iii) any competitively sensitive information or other confidential or proprietary information, including trade secrets. If privileged or attorney work product documents or information, including communications between any Party or its Affiliates and expenses incurred in assisting the any of their respective counsel, are disclosed to any other Party pursuant to this Section 4.11. Neither party shall be required by this Section 4.11 7.20, then the Parties hereby acknowledge and agree that (A) such disclosure is inadvertent, (B) such disclosure will not constitute a waiver, in whole or in part, of any privilege or work product and (C) the receiving Party will promptly return to take any action that would unreasonably interfere with the conduct disclosing Party all copies of such documents or information in its possession or in the possession of its business Affiliates or unreasonably disrupt its normal operationsrepresentatives.