Common use of Access to Books and Records; Confidentiality Clause in Contracts

Access to Books and Records; Confidentiality. (a) For a period of ten (10) years following the Closing Date, Buyer shall retain and afford, and will cause its Affiliates to retain and afford, to Seller and its Subsidiaries, including the Subsidiary Asset Sellers, their counsel and their accountants, during normal business hours and upon reasonable advance notice, reasonable access to the books, records and other data of the Analytical Instruments Business and of the Transferred Subsidiaries (including, without limitation, any books, records or other data that may be reasonably requested by Seller in connection with any audit described in Section 8.4(c)) with respect to the period prior to the Closing Date and, in the case of any Transferred Subsidiary, with respect to the applicable current taxable period, to the extent that such access may be reasonably required by Seller or any Subsidiary Asset Seller to facilitate (i) the preparation and timely filing by Seller or such Subsidiary Asset Seller of such Tax Returns as it may be required to file with respect to the operations of the Analytical Instruments Business or the preparation and timely filing of such Tax Returns as Seller shall bear responsibility for preparing pursuant to Section 8.4, the making of any election related to Taxes or in connection with any audit, amended return, claim for refund or any suit or proceeding with respect thereto, (ii) the investigation, litigation and final disposition of any claims, suits or proceedings which may have been or may be made against Seller or such Subsidiary Asset Seller by third parties in connection with the Analytical Instruments Business and (iii) the payment of any amount pursuant to Section 9.4 or in connection with any liabilities or obligations which have not been assumed by Buyer under this Agreement. Buyer will not, and will cause its Affiliates not to, dispose of, alter or destroy any such books, records and other data without giving thirty (30) days' prior notice to Seller to permit Seller, at its expense, to examine, duplicate or repossess such records, files, documents and correspondence.

Access to Books and Records; Confidentiality. (a) For a period of ten (10) years following During the Pre-Closing DatePeriod, Buyer the Company shall retain and afford, and will cause its Affiliates afford to retain and afford, to Seller the Acquiror and its Subsidiaries, including the Subsidiary Asset Sellers, their counsel and their accountantsRepresentatives, during normal business hours and upon reasonable advance noticehours, at the Acquiror’s sole expense (in each case to the extent of any actual out-of-pocket expenses incurred by the Company in connection therewith), reasonable access to the properties, books, records records, Contracts and other data of information and personnel, in each case, Related to the Analytical Instruments Business and of the Transferred Subsidiaries (including, without limitation, any books, records or other data that as may be reasonably requested in writing by Seller the Acquiror in connection with the consummation of the transactions contemplated hereby; provided that such access shall not unreasonably interfere with the normal business operations of the Business. Notwithstanding the foregoing, (i) such access shall not include access to perform invasive or destructive environmental sampling or testing; and (ii) the Company shall not be required to provide such access which the Company believes, in its reasonable judgment, it is prohibited from providing under any audit described in Section 8.4(c)) with respect applicable Law or Permit or which, if provided to the period prior Acquiror, would constitute a breach of any confidentiality obligation or a waiver by the Company of any attorney-client privilege (it being agreed that, in the event the restriction in this clause (ii) applies to any such information, the Company and the Acquiror shall reasonably cooperate to design and implement alternative disclosure arrangements to provide the Acquiror access to such information). The Company shall make available, or cause its Subsidiaries to make available, Transferred Employee personnel files only after the Closing Date and, in the case of any Transferred Subsidiary, with respect to any Transferred Employees, if and when the Acquiror provides the Company with notice that the applicable current taxable period, to Transferred Employees have provided the extent that such access may be reasonably required by Seller or any Subsidiary Asset Seller to facilitate (i) the preparation and timely filing by Seller or such Subsidiary Asset Seller Acquiror with a release permitting transfer of such Tax Returns as it may files (provided, however, that neither the Company nor any of its Subsidiaries shall be required to file with respect to the operations of the Analytical Instruments Business make available medical records, workers’ compensation records or the preparation and timely filing of such Tax Returns as Seller shall bear responsibility for preparing pursuant to Section 8.4, the making results of any election related drug testing in violation of applicable privacy Laws unless the applicable Transferred Employee has consented to Taxes or in connection with any audit, amended return, claim for refund or any suit or proceeding with respect thereto, (ii) the investigation, litigation and final disposition of any claims, suits or proceedings which may have been or may be made against Seller or such Subsidiary Asset Seller by third parties in connection with the Analytical Instruments Business and (iii) the payment of any amount pursuant to Section 9.4 or in connection with any liabilities or obligations which have not been assumed by Buyer under this Agreement. Buyer will not, and will cause its Affiliates not to, dispose of, alter or destroy any such books, records and other data without giving thirty (30) days' prior notice to Seller to permit Seller, at its expense, to examine, duplicate or repossess such records, files, documents and correspondencedisclosure).

Access to Books and Records; Confidentiality. (a) For a period of ten two (102) years following the Closing Date, Buyer shall retain and afford, and will cause its Affiliates to retain and afford, to Seller and Seller, its Subsidiaries, including the Subsidiary Asset Sellers, their counsel and their accountants, during normal business hours and upon reasonable advance seven (7) business days written notice, reasonable access to to, the books, records and other data of the Analytical Instruments Business and of the Transferred Subsidiaries (including, without limitation, any books, records or other data that may be reasonably requested by Seller in connection with any audit described in Section 8.4(c9.4(b)) exclusively with respect to the period prior to the Closing Date and, in the case of any Transferred Subsidiary, with respect to the applicable current taxable periodDate, to the extent that such access may be reasonably required by Seller or any Subsidiary Asset Seller to facilitate (i) the preparation and timely filing by Seller or such Subsidiary Asset Seller of such Tax Returns as it may be required to file with respect to the operations of the Analytical Instruments Business or the preparation and timely filing of such Tax Returns as Seller shall bear responsibility for preparing pursuant to Section 8.49.4, the making of any election related to Taxes or in connection with any audit, amended return, claim for refund or any suit or proceeding with respect thereto, (ii) the investigation, litigation and final disposition of any claims, suits or proceedings which may have been or may be made against Seller or such Subsidiary Asset Seller by third parties in connection with the Analytical Instruments Business and (iii) the payment of any amount pursuant to Section 9.4 10.4 or in connection with any liabilities or obligations which have not been assumed by Buyer under this Agreement. Buyer will not, and will cause its Affiliates not to, dispose of, alter or destroy any such books, records and other data without giving thirty (30) days' prior notice to Seller to permit Seller, at its expense, to examine, duplicate or repossess such records, files, documents and correspondence.