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

Access to Information; Books and Records. From and after the Closing, 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 (6) years following the Closing Date, 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, maintain all such books and records in the jurisdiction in which such books and records were located prior to the Closing Date and shall not destroy, alter or otherwise dispose of any such books and records. On and after the end of such period, Purchaser shall, and shall cause its Affiliates to, provide the Seller with at least ten 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.

Access to Information; Books and Records. From (a) Seller shall afford Purchaser's officers, employees, accountants and after the Closing, Purchaser and its Affiliates shall (i) afford the Seller Group and their respective representatives counsel reasonable access, access during normal business hours, upon reasonable advance notice and under reasonable circumstanceshours throughout the period prior to the Closing Date or the date of termination of this Agreement, to the properties, contracts, commitments, books and records of Purchaser and related exclusively to the Business shall permit the Seller Group (other than tax and their respective representatives accounting records) and to examine and copy such books and records use its reasonable efforts to the extent reasonably requested by such party and (ii) cause their its representatives to furnish all promptly to Purchaser such additional financial and operating data and other information exclusively related to the Business and the Purchased Assets as Purchaser or its duly authorized representatives may from time to time 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 purposerequest; provided, however, that nothing in this Section 7.1 herein shall require Seller to disclose any information to Purchaser if such disclosure (i) would cause significant competitive harm to Seller or its Affiliates to furnish affiliates if the transactions contemplated by this Agreement are not consummated, (ii) would contravene any Law, fiduciary duty or agreement entered into prior to the date of this Agreement or the provisions of any confidentiality agreement to which Seller Group is or their respective representatives becomes a party, or (iii) jeopardize any material that is subject to an attorney-client or solicitor-client privilege other similar privilege. All requests for such access shall be made to such representatives of Seller as Seller shall designate in writing to Purchaser. It is further understood and agreed that neither Purchaser nor its representatives shall contact any of the employees, customers or an attorney or solicitor work-product privilege or which may suppliers of the Business in connection with the transactions contemplated hereby without the prior authorization of Seller; provided, however, that with respect to a request by Purchaser to Seller regarding contacting employees of the Business, such authorization shall not be disclosed pursuant unreasonably withheld. (b) Purchaser will hold any such information in accordance with the provisions of the Confidentiality Agreement between WKI Holding 31 Company, Inc. and Purchaser, dated as of February 5, 2004 (the "Confidentiality Agreement"), without regard to Applicable Law. For the time limit set forth in paragraph (11) thereof; provided, Seller acknowledges that Purchaser shall be permitted to file a copy of the Agreement with the Securities and Exchange Commission. (c) Both parties agree that they shall preserve and keep all the Business books and records (together with the other books and records of the Business, the "Books and Records") in their possession for a period of six (6) at least five years following from the Closing Date. Both parties agree that they will, to the extent permitted by Law and existing agreements, cooperate with and make available to the other party, during normal business hours, all Books and Records, information and employees (without substantial disruption of employment) after the Closing Date which are necessary or useful in connection with the preparation of any financial statements and the audit or review by Purchaser's or Seller's independent auditors, any Tax inquiry, audit, investigation or dispute or any claim, litigation or investigation (including any claim or litigation between Purchaser and Seller) or any other matter requiring any such longer period as Books and Records, information or employees for any reasonable business purpose. The party reviewing such Books and Records shall bear all of the out-of-pocket costs and expenses (excluding reimbursement for salaries and employee benefits) reasonably incurred in connection with providing such Books and Records, information or employees. Seller may be required by Applicable Law or necessitated by applicable statutes of limitations, Purchaser shall, and shall cause its Affiliates to, maintain all such books and records in require certain financial information relating to the jurisdiction in which such books and records were located Business for periods prior to the Closing Date for the purpose of filing federal, state, local and foreign Tax Returns and other governmental reports, and Purchaser agrees to furnish such information to Seller at Seller's request and expense. Purchaser and Seller shall not destroy, alter or otherwise dispose cooperate with each other in the conduct of any such books and records. On and after audit or other proceeding relating to Taxes involving the end of such period, Purchaser shall, and shall cause its Affiliates to, provide Business or the Seller with at least ten Business Days Purchased Assets for any taxable period (or portion thereof) prior written notice before destroying, altering or otherwise disposing any such books and records, during which period to the Seller may elect to take possession, at its own expense, of such books and recordsClosing Date.

Access to Information; Books and Records. From (a) Between the Effective Date and after the ClosingClosing or earlier termination of this Agreement pursuant to Article 8, Purchaser Buyer and its Affiliates shall authorized representatives will be given access (solely for the purpose of planning the transfer of operations to Buyer) on reasonable notice during normal business hours to: (i) afford Company and LPS accountants; (ii) the Seller Group Books and their respective representatives reasonable accessRecords of the Company (including the right to make copies thereof), regardless of the form or medium in which such Books and Records are maintained, provided that the Parties contemplate that such Books and Records will be made available in a manner intended to preserve the confidentiality of the transactions contemplated by this Agreement prior to Closing; (iii) inspect, during normal business hours, upon reasonable advance notice and under reasonable circumstances, to all of 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 Assets; and (iiiv) cause their representatives conduct such other reviews and inspections as Buyer may reasonably request, subject 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 purposeSellers’ reasonable requirements; provided, however, that nothing any such access shall be conducted in a mutually satisfactory manner that (A) is intended to preserve the confidentiality of the transactions contemplated by this Agreement prior to Closing, (B) is consistent with this Agreement, and (C) does not interfere with the operation of LPS. In addition, Sellers shall cause LPS to give reasonable access, upon reasonable notice and during normal business hours, to its personnel. Nothing in this Section 7.1 5.3 shall require Purchaser entitle Buyer or its Affiliates representatives to furnish conduct any environmental investigation or testing at ROVA, except for any such environmental investigation as is capable of being conducted solely by an inspection of ROVA. (b) Sellers will deliver copies of the Books and Records for calendar years 2004 and 2005 and for 2006 through the Closing to the Seller Group or Buyer at the place designated by Buyer within twenty business days of the Closing. Sellers shall retain all original Books and Records for at least seven years after 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 (6) years following the Closing Date, or such longer period as may be required by Applicable Law or necessitated by applicable statutes of limitations, Purchaser shall, date and shall cause its Affiliates to, maintain all allow Buyer reasonable access to such books Books and records in the jurisdiction in which such books and records were located Records as Buyer may require. Sellers shall notify Buyer prior to destroying any of the Closing Date Books and Records and shall not destroy, alter or otherwise dispose of any such books and records. On and after give Buyer the end of such period, Purchaser shall, and shall cause its Affiliates to, provide the Seller with at least ten 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 possessionoption, at its own Buyer’s expense, of having such books Books and recordsrecords shipped to Buyer rather than being destroyed.

Access to Information; Books and Records. (a) From and after the Closing, for a period of seven (7) years, and without prejudice to the obligations of Purchaser pursuant to Section 7.4(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 only as they relate to the Business shall (ii) permit the Seller Group and their respective representatives to examine and copy such books and records only as they relate to the Business to the extent reasonably requested by such party and (iiiii) cause their representatives to furnish all information related to the Business 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 applicable Law. For a period of six (6) years following the Closing Date, or such longer period as may be required by Applicable applicable Law or necessitated by applicable statutes of limitations, Purchaser shall, and shall cause its Affiliates to, maintain all such books and records in the jurisdiction in which such books and records were located prior to the Closing Date and shall not destroy, alter or otherwise dispose of any such books and records. On . (b) From the Original Agreement Date and after for a period of three years following the end of such periodClosing, Purchaser shall, and Seller shall cause keep confidential any non-public information in its possession (other than information which was or becomes available to Seller or its Affiliates toon a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to the Business, provide the Transferred Assets and the Assumed Liabilities; provided, however, that the Seller shall not be liable hereunder with at least ten Business Days prior respect to any disclosure to the extent such disclosure is required pursuant to the bankruptcy Code or other applicable Law, legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any such disclosure pursuant to this Section 7.1(b), Seller shall (i) provide Purchaser reasonably prompt written notice before destroyingof the existence, altering terms and circumstances surrounding such disclosure and (ii) exercise commercially reasonable efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser (at Purchaser’s sole cost) to obtain an appropriate protective order or otherwise disposing any such books and records, during which period other reliable assurance that confidential treatment will be accorded the Seller may elect non-public information required to take possession, at its own expense, of such books and recordsbe disclosed.

Access to Information; Books and Records. From (a) Seller shall afford Purchaser's officers, employees, accountants and after the Closing, Purchaser and its Affiliates shall (i) afford the Seller Group and their respective representatives counsel reasonable access, access during normal business hours, upon reasonable advance notice and under reasonable circumstanceshours throughout the period prior to the Closing Date or the date of termination of this Agreement, to the properties, contracts, commitments, books and records of Purchaser and related exclusively to the Business shall permit the Seller Group (other than tax and their respective representatives accounting records) and to examine and copy such books and records use its reasonable efforts to the extent reasonably requested by such party and (ii) cause their its representatives to furnish all promptly to Purchaser such additional financial and operating data and other information exclusively related to the Business and the Purchased Assets as Purchaser or its duly authorized representatives may from time to time 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 purposerequest; provided, however, that nothing in this Section 7.1 herein shall require Seller to disclose any -------- ------- information to Purchaser if such disclosure (i) would cause significant competitive harm to Seller or its Affiliates to furnish affiliates if the transactions contemplated by this Agreement are not consummated, (ii) would contravene any Law, fiduciary duty or agreement entered into prior to the date of this Agreement or the provisions of any confidentiality agreement to which Seller Group is or their respective representatives becomes a party, or (iii) jeopardize any material that is subject to an attorney-client or solicitor-client privilege other similar privilege. All requests for such access shall be made to such representatives of Seller as Seller shall designate in writing to Purchaser. It is further understood and agreed that neither Purchaser nor its representatives shall contact any of the employees, customers or an attorney or solicitor work-product privilege or which may suppliers of the Business in connection with the transactions contemplated hereby without the prior authorization of Seller; provided, however, that with respect to a request by -------- ------- Purchaser to Seller regarding contacting employees of the Business, such authorization shall not be disclosed pursuant unreasonably withheld. (b) Purchaser will hold any such information in accordance with the provisions of the Confidentiality Agreement between WKI Holding Company, Inc. and Purchaser, dated as of February 5, 2004 (the "Confidentiality --------------- Agreement"), without regard to Applicable Law. For the time limit set forth in paragraph (11) --------- thereof; provided, Seller acknowledges that Purchaser shall be permitted to file a copy of the Agreement with the Securities and Exchange Commission. (c) Both parties agree that they shall preserve and keep all the Business books and records (together with the other books and records of the Business, the "Books and Records") in their possession for a period of six (6) at least ----------------- five years following from the Closing Date. Both parties agree that they will, to the extent permitted by Law and existing agreements, cooperate with and make available to the other party, during normal business hours, all Books and Records, information and employees (without substantial disruption of employment) after the Closing Date which are necessary or useful in connection with the preparation of any financial statements and the audit or review by Purchaser's or Seller's independent auditors, any Tax inquiry, audit, investigation or dispute or any claim, litigation or investigation (including any claim or litigation between Purchaser and Seller) or any other matter requiring any such longer period as Books and Records, information or employees for any reasonable business purpose. The party reviewing such Books and Records shall bear all of the out-of-pocket costs and expenses (excluding reimbursement for salaries and employee benefits) reasonably incurred in connection with providing such Books and Records, information or employees. Seller may be required by Applicable Law or necessitated by applicable statutes of limitations, Purchaser shall, and shall cause its Affiliates to, maintain all such books and records in require certain financial information relating to the jurisdiction in which such books and records were located Business for periods prior to the Closing Date for the purpose of filing federal, state, local and foreign Tax Returns and other governmental reports, and Purchaser agrees to furnish such information to Seller at Seller's request and expense. Purchaser and Seller shall not destroy, alter or otherwise dispose cooperate with each other in the conduct of any such books and records. On and after audit or other proceeding relating to Taxes involving the end of such period, Purchaser shall, and shall cause its Affiliates to, provide Business or the Seller with at least ten Business Days Purchased Assets for any taxable period (or portion thereof) prior written notice before destroying, altering or otherwise disposing any such books and records, during which period to the Seller may elect to take possession, at its own expense, of such books and recordsClosing Date.

Access to Information; Books and Records. From (a) Seller shall cause the Company and after the Closing, Subsidiaries to afford to Purchaser and its Affiliates shall (i) afford the Seller Group accountants, counsel and their respective other representatives reasonable access, upon reasonable notice during normal business hours, upon reasonable advance notice and under reasonable circumstanceshours during the period prior to the Closing, to all the books officers, properties and records Books and Records of Purchaser the Company and the Business Subsidiaries and, during such period, shall permit cause the Seller Group Company 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 Subsidiaries to furnish all promptly to Purchaser any available information concerning the Company or a Subsidiary as Purchaser may reasonably requested by any member request, so long as such access or requests do not unreasonably disrupt the normal operations 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 Company and the defense of any Tax claim or assessment or any other business purposeSubsidiaries; provided, however, that nothing in this Section 7.1 shall require Purchaser the Company and the Subsidiaries may withhold any document or its Affiliates to furnish information to the Seller Group extent that it would require the Company or their respective representatives any material that is Subsidiary to (i) disclose information subject to an attorney-client or solicitor-attorney client privilege or an attorney or solicitor work-product other legal privilege or which may not be disclosed pursuant to Applicable Law. For a period of six if such disclosure would jeopardize such privilege, (6ii) years following the Closing Date, or such longer period as may be required by violate any Applicable Law or necessitated by applicable statutes (iii) disclose records or information which, in the reasonable good faith opinion of limitationsthe Company, Purchaser shallwould expose the Company to the risk of liability for disclosure of sensitive, and confidential or Personal Information; provided, that, in each case, Seller shall cause its Affiliates to, maintain all the Company and the Subsidiaries to use commercially reasonable efforts to allow for such books and records disclosure in a manner that does not result in the jurisdiction loss of such privilege, violate Applicable Law or expose the Company to liability for disclosure of sensitive, confidential or Personal Information, as applicable. (b) At the Closing, Seller shall cause all Books and Records (i) in which such books the possession of Seller or Parent or any subsidiary thereof (other than the Company and records were located prior the Subsidiaries), (ii) that relate exclusively to the Closing Date business of the Company and the Subsidiaries and (iii) copies of which are not already located or accessible (in physical or electronic form) at any offices of any of the Company or any Subsidiary or otherwise in the possession of the Company or the Subsidiaries, to be delivered, at Purchaser’s expense, to the Company (or a person designated by Purchaser) in the manner (and in the case of physical Books and Records, at the location(s)) reasonably requested by Purchaser. Notwithstanding the foregoing, this Section 5.02(b) shall not destroy, alter or otherwise dispose require Seller to cause the delivery of copies of any such books Books and records. On Records relating to the business of the Company and after the end of such periodSubsidiaries that (A) are contained within accounts, Purchaser shallledgers, and shall cause its Affiliates tobooks, provide the Seller with at least ten Business Days prior written notice before destroying, altering or otherwise disposing any such books and records, during which period reports or other information of Seller or Parent or any subsidiary thereof (other than the Company and the Subsidiaries) or (B) were prepared by or exclusively for the use of Seller may elect to take possession, at its own expense, of such books or Parent or any subsidiary thereof (other than the Company and recordsthe Subsidiaries).

Access to Information; Books and Records. (a) From and after the Closing, for a period of seven (7) years, and without prejudice to the obligations of Purchaser pursuant to Section 7.4(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 only as they relate to the Business shall (ii) permit the Seller Group and their respective representatives to examine and copy such books and records only as they relate to the Business to the extent reasonably requested by such party and (iiiii) cause their representatives to furnish all information related to the Business 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 applicable Law. For a period of six (6) years following the Closing Date, or such longer period as may be required by Applicable applicable Law or necessitated by applicable statutes of limitations, Purchaser shall, and shall cause its Affiliates to, maintain all such books and records in the jurisdiction in which such books and records were located prior to the Closing Date and shall not destroy, alter or otherwise dispose of any such books and records. On . (b) From the date of this Agreement and after for a period of three years following the end of such periodClosing, Purchaser shall, and Seller shall cause keep confidential any non-public information in its possession (other than information which was or becomes available to Seller or its Affiliates toon a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to the Business, provide the Transferred Assets and the Assumed Liabilities; provided, however, that the Seller shall not be liable hereunder with at least ten Business Days prior respect to any disclosure to the extent such disclosure is required pursuant to the bankruptcy Code or other applicable Law, legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any such disclosure pursuant to this Section 7.1(b), Seller shall (i) provide Purchaser reasonably prompt written notice before destroyingof the existence, altering terms and circumstances surrounding such disclosure and (ii) exercise commercially reasonable efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser (at Purchaser’s sole cost) to obtain an appropriate protective order or otherwise disposing any such books and records, during which period other reliable assurance that confidential treatment will be accorded the Seller may elect non-public information required to take possession, at its own expense, of such books and recordsbe disclosed.

Access to Information; Books and Records. (a) From and after the Closingdate hereof until the earlier of the Closing Date or the termination of this Agreement, Purchaser Seller shall, and shall cause their Affiliates to, afford to Buyer and its Affiliates shall (i) afford the Seller Group and their respective representatives Representatives reasonable access, during normal business hours, access upon reasonable advance notice during normal business hours to all of the properties, facilities, Books and under reasonable circumstancesRecords, to contracts, personnel and officers of the books Acquired Companies and, during such period, Seller shall, 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 reportingAffiliates, 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 Buyer such information that relates to the Seller Group or Acquired Companies and their respective representatives businesses, properties, financial condition, operations, and personnel as Buyer may from time to time reasonably request, other than any material such properties, books, contracts, records, and information that is (i) are subject to an attorney-client privilege, the work product immunity or solicitor-client any other legal privilege or similar doctrine that might be impaired by such disclosure or (ii) are subject to an attorney obligation of confidentiality, it being understood that Seller shall (A) cooperate with any requests for, and use its reasonable best efforts to obtain any waivers and (B) use their reasonable best efforts to make other arrangements (including redacting information or solicitor work-product entering into joint defense agreements) in each case, that would enable any otherwise required to disclosure to Buyer to occur without so jeopardizing any such privilege or which may not be disclosed immunity or contravene such obligation of confidentiality. All requests for access or information pursuant to Applicable this ‎Section 5.2 shall be directed to such Person or Persons as Seller shall designate. For the avoidance of doubt, the exercise by Buyer of its rights under this Section 5.2(a) shall not constitute a breach of the Confidentiality Agreement. (b) On or prior to the Closing, Seller shall transfer, or cause to be transferred, to Buyer (i) the Books and Records of the Acquired Companies and (ii) all original corporate records of the Acquired Companies relating to the legal existence, ownership and corporate governance of the Acquired Companies and all Permits of the Acquired Companies, in each case, that are not otherwise possessed or controlled by the Acquired Companies. Prior to the Closing, Seller and Buyer shall cooperate in good faith to develop and implement a plan that will result in the delivery or transfer of all other books and records of the Acquired Companies to Buyer or the Acquired Companies on or prior to the Closing. Subject to Section 5.9(b), except as otherwise required by applicable Law. , Seller and its Affiliates shall have the right to retain copies of all Books and Records of the Acquired Companies and their business relating to periods ending on or prior to the Closing Date. (c) For a period of six five (65) years following the Closing Date, Buyer shall: (i) allow Seller and its Representatives, upon reasonable prior notice (email being sufficient) and during normal business hours, the right, to examine and make copies, of any Books and Records which were transferred to Buyer 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, maintain all such at or after the Closing pursuant to Section 5.2(b) and any other books and records prepared by Buyer or any Affiliate of Buyer relating to the business of the Acquired Companies that would have been included in the jurisdiction Books and Records had they been in existence at the Closing of which such books neither Seller nor any of its Affiliates has retained a copy and records were located prior (ii) allow Seller to interview Buyer’s and its Affiliates’ Representatives for any reasonable business purpose relating to the Closing Date business of the Acquired Companies, including in connection with Seller’s preparation or examination of regulatory and shall not destroystatutory filings and financial statements, alter or otherwise dispose and the conduct of any such books and records. On and after litigation relating to the end business of such periodthe Acquired Companies (other than any litigation or dispute between Seller or its Affiliates, Purchaser shallon the one hand, and shall cause Buyer or its Affiliates toAffiliates, provide on the Seller with at least ten Business Days prior written notice before destroyingother hand), altering or otherwise disposing the conduct of any such books and recordsGovernmental Entity, during which period the Seller may elect to take possessioncontractholder, at its own expensereinsurer or other dispute resolution or any other Third Party Claim, of such books and recordswhether pending or threatened.