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

Access to Information; Books and Records. (a) On and after the Commencement Date, PACTIV shall, and shall cause its Affiliates to, until the 7th anniversary of the Commencement Date, afford to RCP and its employees and authorized representatives during normal business hours reasonable access to their books of account, financial and other records (including accountant’s work papers), information, employees and auditors at the Company’s expense to the extent necessary or useful for the Company in connection with any audit, investigation, or dispute or Litigation (other than any Litigation involving a dispute between the Parties) or any other reasonable business purpose relating to the Business; provided that any such access by RCP shall not unreasonably interfere with the conduct of the business of PACTIV and its Affiliates. (b) After the Commencement Date, RCP shall, and shall cause its Affiliates to, until the 7th anniversary of the Commencement Date, afford to PACTIV and its employees and authorized representatives reasonable access to RCP’s employees and auditors, retain all books, records (including accountant’s work papers), and other information and documents pertaining to the Business in existence on the Commencement Date and make available for inspection and copying by PACTIV (at PACTIV’s expense) during normal business hours, in each case so as not to unreasonably interfere with the conduct of the business of RCP and its Affiliates, such information (A) as may be required by any Governmental Authority, including pursuant to any applicable Law or regulatory request or to prepare or file any Tax related documentation, (B) as may be necessary for PACTIV or its Affiliates in connection with their ongoing financial reporting, accounting or other purpose related to PACTIV and Company’s affiliation immediately prior to the Commencement date, or (C) as may be necessary for PACTIV or its Affiliates to perform their respective obligations pursuant to this Agreement or in connection with any Litigation (other than any Litigation involving a dispute between the parties), in each case subject to compliance with all applicable privacy Laws. (c) Notwithstanding anything to the contrary in this Section 7.2, the Party granting access under Section 7.2(a) or Section 7.2(b) may withhold any document (or portions thereof) or information (i) that is subject to the terms of a non-disclosure agreement with a third party (provided that such party shall use commercially reasonable efforts to share such information in a manner that would not violate any such obligation), (ii) that may constitute privileged attorney-client communications or attorney work product and the transfer of which, or the provision of access to which, as reasonably determined by such Party’s counsel, constitutes a waiver of any such privilege (provided that such party shall use commercially reasonable efforts to share such information in a manner that would not jeopardize any such privilege), or (iii) if the provision of access to such document (or portion thereof) or information, as determined by such Party’s counsel, would reasonably be expected to conflict with applicable Laws.

Access to Information; Books and Records. (a) On and after the Commencement Date, PACTIV Rank shall, and shall cause its Affiliates to, until the 7th anniversary of the Commencement Date, afford to RCP and its employees and authorized representatives during normal business hours reasonable access to their books of account, financial and other records (including accountant’s work papers), information, employees and auditors at the Company’s expense to the extent necessary or useful for the Company in connection with any audit, investigation, or dispute or Litigation (other than any Litigation involving a dispute between the Parties) or any other reasonable business purpose relating to the Business; provided that any such access by RCP shall not unreasonably interfere with the conduct of the business of PACTIV Rank and its Affiliates. (b) After the Commencement Date, RCP shall, and shall cause its Affiliates to, until the 7th anniversary of the Commencement Date, date on which Rank and its Affiliates own less than 10% of the capital stock in RCP (i) afford to PACTIV Rank and its Affiliates and their respective employees and authorized representatives reasonable access to RCP’s employees and auditors, (ii) retain all books, records (including accountant’s work papers), and other information and documents pertaining to the Business in existence on the Commencement Date (iii) afford access to and make available for inspection and copying by PACTIV Rank (at PACTIVRank’s expense) during normal business hours, in each case so as not to unreasonably interfere with the conduct of the business of Business by RCP and or its Affiliates, their books of account, financial and other records (including accountant’s work papers), and such other information (A) as may be required by any Governmental Authority, including pursuant to any applicable Law or regulatory request or prepare to prepare or file any Tax related documentation, (B) as may be necessary for PACTIV Rank or its Affiliates in connection with their ongoing financial reporting, accounting or other purpose related to PACTIV Rank and its Affiliates’ affiliation with the Company’s affiliation immediately prior to the Commencement date, or (C) as may be necessary for PACTIV Rank or its Affiliates to perform their respective obligations pursuant to this Agreement or in connection with any Litigation (other than any Litigation involving a dispute between the partiesParties), in each case subject to compliance with all applicable privacy Laws. (c) Notwithstanding anything to the contrary in this Section 7.2, the Party granting access under Section 7.2(a) or Section 7.2(b) may withhold any document (or portions thereof) or information (i) that is subject to the terms of a non-disclosure agreement with a third party (provided that such party shall use commercially reasonable efforts to share such information in a manner that would not violate any such obligation), (ii) that may constitute privileged attorney-client communications or attorney work product and the transfer of which, or the provision of access to which, as reasonably determined by such Party’s counsel, constitutes a waiver of any such privilege (provided that such party shall use commercially reasonable efforts to share such information in a manner that would not jeopardize any such privilege), or (iii) if the provision of access to such document (or portion thereof) or information, as determined by such Party’s counsel, would reasonably be expected to conflict with applicable Laws.

Access to Information; Books and Records. (a) On From and after the Commencement Closing, for a period of seven (7) years, and without prejudice to the obligations of Purchaser pursuant to Section 7.3(e), Purchaser and its Affiliates shall (i) afford the Seller Group and their respective representatives reasonable access, during normal business hours, upon reasonable advance notice and under reasonable circumstances, to the books and records of Purchaser and the Business shall permit the Seller Group and their respective representatives to examine and copy such books and records to the extent reasonably requested by such party and (ii) cause their representatives to furnish all information reasonably requested by any member of the Seller Group or their representatives in connection with financial or regulatory reporting, audit, third party litigation, preparing or filing of any Tax Return or the defense of any Tax claim or assessment or any other business purpose; provided, however, that nothing in this Section 7.1 shall require Purchaser or its Affiliates to furnish to the Seller Group or their respective representatives any material that is subject to an attorney-client or solicitor-client privilege or an attorney or solicitor work-product privilege or which may not be disclosed pursuant to applicable Law. For a period of six years following the Closing Date, PACTIV or such longer period as may be required by applicable Law or necessitated by applicable statutes of limitations, Purchaser shall, and shall cause its Affiliates to, until maintain all such books and records in the 7th anniversary of the Commencement Date, afford to RCP jurisdiction in which such books and its employees and authorized representatives during normal business hours reasonable access to their books of account, financial and other records (including accountant’s work papers), information, employees and auditors at the Company’s expense were located prior to the extent necessary Closing Date and shall not destroy, alter or useful for the Company in connection with any audit, investigation, or dispute or Litigation (other than any Litigation involving a dispute between the Parties) or any other reasonable business purpose relating to the Business; provided that otherwise dispose of any such access by RCP shall not unreasonably interfere with books and records. On and after the conduct end of the business of PACTIV and its Affiliates. (b) After the Commencement Datesuch period, RCP Purchaser shall, and shall cause its Affiliates to, until provide the 7th anniversary Seller with at least ten (10) Business Days prior written notice before destroying, altering or otherwise disposing any such books and records, during which period the Seller may elect to take possession, at its own expense, of such books and records. (b) From the Commencement Datedate of this Agreement and for a period of three years following the Closing, afford Seller shall keep confidential any non-public information in its possession (other than information which was or becomes available to PACTIV and Seller or its employees and authorized representatives reasonable access to RCP’s employees and auditors, retain all books, records (including accountant’s work papers), and Affiliates on a non-confidential basis from a source other information and documents pertaining than Purchaser or any of its Affiliates) relating to the Business in existence on Business, the Commencement Date Transferred Assets and make available for inspection and copying by PACTIV the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to the Bankruptcy Code or other applicable Law, legal process (at PACTIV’s expense) during normal business hours, in each case so as not to unreasonably interfere with the conduct of the business of RCP and its Affiliates, such information (A) as may be required by any Governmental Authority, including pursuant to any applicable Law the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory request process or request, or to prepare or file any Tax related documentation, (B) as may be the extent such disclosure is reasonably necessary for PACTIV purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in connection with their ongoing financial reporting, accounting or other purpose related to PACTIV and Company’s affiliation immediately prior to the Commencement date, or (C) as may be necessary for PACTIV or its Affiliates to perform their respective obligations event of any such disclosure pursuant to this Agreement or in connection with any Litigation (other than any Litigation involving a dispute between the partiesSection 7.1(a), in each case subject to compliance with all applicable privacy Laws. (c) Notwithstanding anything to the contrary in this Section 7.2, the Party granting access under Section 7.2(a) or Section 7.2(b) may withhold any document (or portions thereof) or information Seller shall (i) that is subject to provide Purchaser reasonably prompt written notice of the existence, terms of a non-and circumstances surrounding such disclosure agreement with a third party and (provided that such party shall use ii) exercise commercially reasonable efforts to share such preserve the confidentiality of the non-public information in a manner disclosed, including by cooperating with Purchaser (at Purchaser’s sole cost) to obtain an appropriate protective order or other reliable assurance that would not violate any such obligation), (ii) that may constitute privileged attorneyconfidential treatment will be accorded the non-client communications or attorney work product and the transfer of which, or the provision of access public information required to which, as reasonably determined by such Party’s counsel, constitutes a waiver of any such privilege (provided that such party shall use commercially reasonable efforts to share such information in a manner that would not jeopardize any such privilege), or (iii) if the provision of access to such document (or portion thereof) or information, as determined by such Party’s counsel, would reasonably be expected to conflict with applicable Lawsdisclosed.

Access to Information; Books and Records. (a) On and after the Commencement Date, PACTIV Rank shall, and shall cause its Affiliates to, until the 7th anniversary of the Commencement Date, afford to RCP the Company and its employees and authorized representatives during normal business hours reasonable access to their books of account, financial and other records (including accountant’s work papers), information, employees and auditors at the Company’s expense to the extent necessary or useful for the Company in connection with any audit, investigation, or dispute or Litigation (other than any Litigation involving a dispute between the Parties) or any other reasonable business purpose relating to the Business; provided that any such access by RCP the Company shall not unreasonably interfere with the conduct of the business of PACTIV Rank and its Affiliates. (b) After the Commencement Date, RCP the Company shall, and shall cause its Affiliates to, until the 7th anniversary of the Commencement Date, date on which Rank and its Affiliates own less than 10% of the capital stock in the Company (i) afford to PACTIV Rank and its Affiliates and their respective employees and authorized representatives reasonable access to RCPthe Company’s employees and auditors, (ii) retain all books, records (including accountant’s work papers), and other information and documents pertaining to the Business in existence on the Commencement Date Business, and (iii) afford access to and make available for inspection and copying by PACTIV Rank (at PACTIVRank’s expense) during normal business hours, in each case so as not to unreasonably interfere with the conduct of the business Business by the PEI Group, their books of RCP account, financial and its Affiliatesother records (including accountant’s work papers), and such other information (A) as may be required by any Governmental Authority, including pursuant to any applicable Law or regulatory request or prepare to prepare or file any Tax related documentation, (B) as may be necessary for PACTIV Rank or its Affiliates in connection with their ongoing financial reporting, accounting or other purpose related to PACTIV Rank and its Affiliates’ affiliation with the Company’s affiliation immediately prior to the Commencement date, or (C) as may be necessary for PACTIV Rank or its Affiliates to perform their respective obligations pursuant to this Agreement or in connection with any Litigation (other than any Litigation involving a dispute between the partiesParties), in each case subject to compliance with all applicable privacy Laws. (c) Notwithstanding anything to the contrary in this Section 7.2, the Party granting access under Section 7.2(a) or Section 7.2(b) may withhold any document (or portions thereof) or information (i) that is subject to the terms of a non-disclosure agreement with a third party (provided that such party shall use commercially reasonable efforts to share such information in a manner that would not violate any such obligation), (ii) that may constitute privileged attorney-client communications or attorney work product and the transfer of which, or the provision of access to which, as reasonably determined by such Party’s counsel, constitutes a waiver of any such privilege (provided that such party shall use commercially reasonable efforts to share such information in a manner that would not jeopardize any such privilege), or (iii) if the provision of access to such document (or portion thereof) or information, as determined by such Party’s counsel, would reasonably be expected to conflict with applicable Laws.

Access to Information; Books and Records. (a) On and after the Commencement Date, PACTIV RGHI shall, and shall cause its Affiliates to, until the 7th anniversary of the Commencement Date, afford to RCP GPC and its employees and authorized representatives during normal business hours reasonable access to their its books of account, financial and other records (including accountant’s work papers), information, employees and auditors at the Company’s expense to the extent necessary or useful for the Company in connection with any audit, investigation, or dispute or Litigation (other than any Litigation involving a dispute between the Parties) or any other reasonable business purpose relating to the Business; provided that any such access by RCP GPC shall not unreasonably interfere with the conduct of the business of PACTIV RGHI and its Affiliates. (b) After On and after the Commencement Date, RCP GPC shall, and shall cause its Affiliates to, until the 7th anniversary of the Commencement Date, Date (i) afford to PACTIV RGHI and its employees and authorized representatives during normal business hours reasonable access to RCPGPC’s employees and auditors, (ii) retain all booksbooks of accounts, financial and other records (including accountant’s work papers), and other information and documents pertaining to the Business in existence on the Commencement Date Date, and (iii) make available for inspection and copying by PACTIV RGHI (at PACTIVRGHI’s expense) during normal business hours, in each case so as not to unreasonably interfere with the conduct of the business of RCP and its AffiliatesBusiness, such information (A) as may be required by any Governmental Authority, including pursuant to any applicable Law or regulatory request or to prepare or file any Tax related documentation, (B) as may be necessary for PACTIV RGHI or its Affiliates in connection with their ongoing financial reporting, accounting or other purpose related to PACTIV RGHI and the Company’s affiliation immediately prior to the Commencement dateDate, or (C) as may be necessary for PACTIV RGHI or its Affiliates to perform their respective obligations pursuant to this Agreement or in connection with any Litigation (other than any Litigation involving a dispute between the parties), in each case subject to compliance with all applicable privacy Laws. (c) Notwithstanding anything to the contrary in this Section 7.2, the Party granting access under Section 7.2(a) or Section 7.2(b) may withhold any document (or portions thereof) or information (i) that is subject to the terms of a non-disclosure agreement with a third party (provided that such party shall use commercially reasonable efforts to share such information in a manner that would not violate any such obligation), (ii) that may constitute privileged attorney-client communications or attorney work product and the transfer of which, or the provision of access to which, as reasonably determined by such Party’s counsel, constitutes a waiver of any such privilege (provided that such party shall use commercially reasonable efforts to share such information in a manner that would not jeopardize any such privilege), or (iii) if the provision of access to such document (or portion thereof) or information, as determined by such Party’s counsel, would reasonably be expected to conflict with applicable Laws.

Access to Information; Books and Records. (a) On and For a period of five (5) years after the Commencement Closing Date, PACTIV or for such longer period of time as may be required by Applicable Law, each of Buyer and Seller shall, and shall cause its respective Affiliates (including, in the case of Buyer, the Company and its Subsidiaries) to, until the 7th anniversary of the Commencement Date, afford to RCP and (i) maintain its employees and authorized representatives during normal business hours reasonable access to their books of account, financial and other records (including accountant’s work papers) and information relating to the business of the Company and its Subsidiaries (including any shared or commingled books and records resulting from Seller’s historical relationship with the Company and its Subsidiaries) to the extent related to the period prior to Closing and (ii) subject to Applicable Law and subject to any applicable privileges (including the attorney-client privilege) and confidentiality obligations (whether contractual, statutory or other), afford promptly to the other party and its Representatives reasonable access to its books of account, financial and other records (including accountant’s work papers, subject to accountant’s consent and to the execution of customary non-reliance letters), information, employees and auditors at relating to the Company’s expense business of the Company and its Subsidiaries to the extent necessary related to the period prior to Closing (including any shared or useful for commingled books and records resulting from Seller’s historical relationship with the Company and its Subsidiaries) to the extent reasonably required for such party in connection with any audit, investigation, or dispute or Litigation reasonable business purpose (other than which shall not include any Litigation involving a dispute between the Parties) or any other reasonable business purpose relating to the Businessparties); provided that any such access by RCP shall not unreasonably interfere with the conduct of the business of PACTIV the Company and its Subsidiaries or the business of Seller or any of its Affiliates, as applicable. The accessing party shall bear all of the out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) reasonably incurred in connection with the foregoing. Notwithstanding the foregoing, if any information or access requested constitutes business or trade secrets of a party or its Affiliates or is subject to any applicable privileges (including the attorney-client privilege) or confidentiality obligations (whether contractual, statutory or other), or if providing such information or access would violate Applicable Law (in each case, as determined by the requested party in good faith), the requested party will work in good faith with the requesting party to develop mutually acceptable alternatives to providing such information or access, if any such alternatives can be developed reasonably, in order to assist the requesting party in providing such access and information. (b) After Without limiting Section 7.05(a), for a period of five (5) years after the Commencement Closing Date, RCP each of Buyer and Seller shall, and shall cause its respective Affiliates to(including, until in the 7th anniversary case of Buyer, the Commencement Date, afford to PACTIV Company and its employees Subsidiaries) to make available to the other party and authorized representatives reasonable access its Representatives the employees, including in-house counsel, of, with respect to RCP’s employees Buyer, the Company and auditors, retain all books, records (including accountant’s work papers)its Subsidiaries, and other information and documents pertaining with respect to the Business in existence on the Commencement Date and make available for inspection and copying by PACTIV (at PACTIV’s expense) during normal business hoursSeller, in each case so as not to unreasonably interfere with the conduct of the business of RCP Seller and its Affiliates, such information (A) as may be required by any Governmental Authority, including pursuant to any applicable Law the extent reasonably necessary or regulatory request or to prepare or file any Tax related documentation, (B) as may be necessary useful for PACTIV the requesting party or its Affiliates in connection with their ongoing financial reporting, accounting any litigation or other purpose related any regulatory or administrative matters or proceedings relating to PACTIV and Company’s affiliation immediately the period prior to Closing in which the Commencement date, requesting party or (C) as may be necessary for PACTIV or any of its Affiliates may from time to perform their respective obligations pursuant to this Agreement or time be involved. Such availability shall include, in connection with any Litigation such matters, such persons consulting with the requesting party and its Representatives, serving as witnesses and providing such other assistance as may be reasonably requested by the requesting party and its Representatives. The requesting party shall bear all of out-of-pocket costs and expenses (other than any Litigation involving a dispute between including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) reasonably incurred in connection with the parties), in each case subject to compliance with all applicable privacy Lawsforegoing. (c) Notwithstanding anything In addition to the contrary foregoing, Seller will deliver or cause to be delivered to Buyer at, or promptly after, the Closing all books, records and other documents (or copies thereof) relating to the business of the Company and its Subsidiaries (or, in the case of books, records or other documents that relate to the business of the Company and its subsidiaries and to matters unrelated to the such business, shall deliver or cause to be delivered copies of all books, records or other documents to the extent relating to the business of the Company and its subsidiaries) that are not in the possession of the Company and its Subsidiaries as of the Closing and that are reasonably necessary to the continuing operation of the business of the Company and its subsidiaries. (d) Without limiting Section 7.10, this Section 7.27.05 shall not apply to, the Party granting access under Section 7.2(a) and shall not create any rights or Section 7.2(b) may withhold any document (or portions thereof) or information (i) that is subject to the terms obligations of a non-disclosure agreement with a third party (provided that such party shall use commercially reasonable efforts to share such information in a manner that would not violate any such obligation)Buyer, (ii) that may constitute privileged attorney-client communications or attorney work product and the transfer of which, Seller or the provision of access to whichCompany with respect to, as reasonably determined any historical data originated by such Party’s counselthe CitiFinancial, constitutes a waiver of any such privilege (provided that such party shall use commercially reasonable efforts to share such information in a manner that would not jeopardize any such privilege), or (iii) if the provision of access to such document (or portion thereof) or information, as determined by such Party’s counsel, would reasonably be expected to conflict with applicable LawsNorth America business unit within Seller and its Affiliates.

Access to Information; Books and Records. Subject to applicable Law, upon reasonable notice during the period from the date hereof until Closing, the Debtors, on behalf of the Company and its Subsidiaries, shall afford the Commitment Parties and Second Lien Noteholder Group Parties and their respective Representatives reasonable access, during normal business hours and without unreasonable disruption or interference with the Company’s and its Subsidiaries’ conduct of business, to the Company’s and its Subsidiaries’ employees, advisors and representatives, properties, books, Contracts and records (aincluding financial information, information in respect of the Company’s and its Subsidiaries’ Hydrocarbon Interests, Oil and Gas Properties, Real Properties and compliance with Environmental Laws and other environmental matters) On and after and, during the Commencement Dateperiod from the date hereof until Closing, PACTIV shall, the Company shall (and shall cause its Affiliates Subsidiaries to, until the 7th anniversary of the Commencement Date, afford ) furnish promptly to RCP and its employees and authorized representatives during normal business hours such Commitment Parties all reasonable access to their books of account, financial and other records (including accountant’s work papers), information, employees and auditors at information concerning the Company’s expense to and its Subsidiaries’ business, properties and personnel as may reasonably be requested by any such party; provided, that the extent necessary or useful for foregoing shall not require the Company in connection with (a) to permit any audit, investigationinspection, or dispute or Litigation (other than to disclose any Litigation involving a dispute between information, that in the Parties) reasonable judgment of the Debtors would cause the Company or any other of its Subsidiaries to violate any of their respective obligations with respect to confidentiality to a third party if the Company shall have used its reasonable business purpose relating best efforts to obtain, but failed to obtain, the Business; provided that any consent of such access by RCP shall not unreasonably interfere with the conduct of the business of PACTIV and its Affiliates. third party to such inspection or disclosure, (b) After the Commencement Date, RCP shall, and shall cause its Affiliates to, until the 7th anniversary to disclose any legally privileged information of the Commencement Date, afford Company or any of its Subsidiaries or (c) to PACTIV and its employees and authorized representatives reasonable access to RCP’s employees and auditors, retain all books, records (including accountant’s work papers), and other violate any applicable Laws or Orders. All requests for information and documents pertaining access made in accordance with this Section 6.5 shall be directed to the Business in existence on the Commencement Date and make available for inspection and copying by PACTIV (at PACTIV’s expense) during normal business hours, in each case so as not to unreasonably interfere with the conduct an executive officer of the business of RCP and its Affiliates, Company or such information (A) Person as may be required designated by the Company’s executive officers. Each Commitment Party and Second Lien Noteholder Group Party hereby agrees that any Governmental Authorityinformation acquired by such Commitment Party, including Second Lien Noteholder Group Party or its respective Representatives solely pursuant to any applicable Law or regulatory a request or to prepare or file any Tax related documentation, (B) as made under this Section 6.5 may be necessary for PACTIV or its Affiliates in connection with their ongoing financial reporting, accounting or other purpose related to PACTIV and Company’s affiliation immediately prior to the Commencement date, or (C) as may be necessary for PACTIV or its Affiliates to perform their respective obligations pursuant to this Agreement or in connection with any Litigation (other than any Litigation involving a dispute between the parties), in each case subject to compliance with all applicable privacy Laws. (c) Notwithstanding anything to the contrary in this Section 7.2, the Party granting access under Section 7.2(a) or Section 7.2(b) may withhold any document (or portions thereof) or information (i) that is subject to the terms of a non-disclosure confidentiality agreement with a third party (provided that such party shall use commercially reasonable efforts to share such information in a manner that would not violate any such obligation), (ii) that and may constitute privileged attorney-client communications “confidential information” (as such term will be defined in such confidentiality agreement)) to be entered into between each Commitment Party or attorney work product Second Lien Noteholder Group Party, as applicable, and the transfer of which, Debtors in form and substance and on terms mutually acceptable to each Commitment Party or the provision of access to whichSecond Lien Noteholder Group Party, as reasonably determined by such Party’s counselapplicable, constitutes a waiver of any such privilege (provided that such party shall use commercially reasonable efforts to share such information in a manner that would not jeopardize any such privilege), or (iii) if and the provision of access to such document (or portion thereof) or information, as determined by such Party’s counsel, would reasonably be expected to conflict with applicable LawsDebtors.