Common use of Access to Information; Preservation of Records Clause in Contracts

Access to Information; Preservation of Records. (a) Subject to Section 6.03, prior to the Closing Date, the Purchaser shall be entitled, through its officers, employees and Representatives, to reasonable access during normal business hours to the officers, employees, agents and Representatives and offices of the Company and its Subsidiaries and their respective Books and Records (including such financial and accounting information as the Purchaser reasonably requests); provided, however, that such access shall be subject to any applicable Laws relating to privacy or data protection and shall only be upon reasonable notice, shall not unreasonably disrupt personnel, operations and properties of the Company and its Subsidiaries, and shall be at the Purchaser’s sole risk and expense. In exercising its rights hereunder, the Purchaser shall conduct itself so as not to unreasonably interfere in the conduct of the Business prior to the Closing. The Purchaser acknowledges and agrees that any contact or communication by the Purchaser and its agents and Representatives with officers, employees, agents or Representatives of the Company and its Subsidiaries hereunder shall be arranged and supervised by Representatives of the Company, unless the Company otherwise expressly consents in writing with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, none of the Sellers’ Representative, the Sellers, the Company or any of their respective Subsidiaries or Affiliates shall be required to disclose to the Purchaser or any agent or Representative thereof any information (i) relating to any sale process conducted by the Sellers, the Company or any of their Affiliates for the Business or the Sellers’, the Company’s or any of their Affiliates’ (or their Representatives’) evaluation of the Company and its Subsidiaries in connection therewith, including projections, financial or other information relating thereto or (ii) if doing so would violate any Contract or Law to which the Sellers, the Company or any of their respective Subsidiaries or Affiliates is a party or is subject or which such Person believes in good faith would reasonably be expected, based on the advice of outside counsel, to result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) (provided that, in the case of this clause (ii), the Company and its Subsidiaries shall use commercially reasonable efforts to provide such access as can be provided (or otherwise find alternative means to convey such information regarding the applicable matter as can be conveyed) without violating such privilege, Law or Contract). Prior to the Closing, the Purchaser shall not (and shall cause its Representatives and agents not to) use any information obtained pursuant to this Section 6.02(a) for any purpose unrelated to the Transactions. (b) After the Closing, upon reasonable written notice addressed and delivered to the Purchaser, the Purchaser shall furnish or cause to be furnished to the Sellers’ Representative, the Sellers and each of their respective Representatives reasonable access, during normal business hours, to such information and the Books and Records relating to the Business and/or the Company and its Subsidiaries as is necessary for the preparation and filing of any Tax Return, the defense of any Tax claim or assessment, in connection with the defense of any Action, any insurance claims by, legal proceedings against or governmental investigations of the Sellers, the Company or any of its Subsidiaries or the Purchaser or any of their Affiliates (in each case, other than an Action arising out of this Agreement or related to the Transactions); provided, however, that such access shall be subject to any applicable Laws relating to privacy or data protection and shall only be upon reasonable notice, shall not unreasonably disrupt personnel, operations and properties of the Company and its Subsidiaries, and shall be at the Sellers and the Sellers’ Representatives’ sole risk and expense. In exercising its rights hereunder, each Seller and the Sellers’ Representative shall conduct itself so as not to unreasonably interfere in the conduct of the Business. Notwithstanding anything to the contrary set forth in this Agreement, none of the Purchaser, the Company or any of their respective Subsidiaries or Affiliates shall be required to disclose to the Sellers, the Sellers’ Representative or any agent or Representative thereof any information if doing so would violate any Contract or Law to which the Purchaser, the Company or any of their respective Subsidiaries or Affiliates is a party or is subject or which such Person believes in good faith would reasonably be expected, based on the advice of outside counsel, to result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) (provided that, in such event, the Purchaser shall use commercially reasonable efforts to provide such access as can be provided (or otherwise find alternative means to convey such information regarding the applicable matter as can be conveyed) without violating such privilege, Law or Contract). (c) Subject to Section 10.02, the Purchaser shall preserve and keep the books, records, documents, instruments, accounts, correspondence, writings, evidences of title and other papers and electronic files relating to the Business and/or the Company and its Subsidiaries in its possession or the possession of the Company (the “Books and Records”) for at least six (6) years following the Closing Date or for such longer period as may be required by Law or any applicable court order.

Access to Information; Preservation of Records. (a) Subject During the Pre-Closing Period, Seller shall, upon receipt of reasonable prior notice, provide to Section 6.03, prior to the Closing Date, the Purchaser shall be entitled, through Buyer and its officers, employees and designated Representatives, to reasonable access at Buyer’s expense and during normal business hours hours, reasonable access to the officersFacilities and Mill Facilities, employeesbooks and records, agents and Representatives and offices Contracts, the personnel of the Company Entities and the APA Transferred Business that Seller met with prior to June 27, 2024, and applicable senior accounting personnel at Seller who have reviewed the financials related to the Business or the APA Transferred Business (and such other personnel as Seller may determine to be appropriate in its reasonable discretion); provided that such access shall only be requested by Buyer for legitimate business purposes which shall exclude disputes between the Parties arising under any Transaction Document (to which the rules of discovery shall apply). Notwithstanding anything to the contrary, Buyer and its Subsidiaries designated Representatives (other than its outside environmental Representative) shall only be able to access each of the Facilities and their respective Books the Mill Facilities with no more than five (5) attendees per visit, once per month during the Pre-Closing Period. Seller shall provide a list of Material Permits, APA Material Permits and Records Service Contracts within fifteen (15) Business Days following the Execution Date. Notwithstanding the foregoing, Seller shall not be required to provide such access if doing so would be reasonably likely to (a) materially disrupt the operations of any Company Entity or its Affiliates, (b) cause a violation or breach of or default under, or give a third party the right to terminate or accelerate any rights under, any agreement to which any Company Entity or its Affiliates is a party, (c) result in a loss of attorney-client or legal privilege to any Company Entity or its Affiliates, (d) constitute a violation of any applicable Law, (e)(i) require Seller to provide any Tax information (including any Tax Returns) pertaining to Seller or its Affiliates (other than the Company Entities) or any Seller Affiliated Group, provided that Buyer may reasonably request redacted, standalone or pro forma Tax information (including Tax Returns) pertaining to a Seller Affiliated Group to the extent such financial information relates solely to the Company Entities, or (ii) require Seller to provide any Tax information (including any Tax Returns) of Seller or any of its Affiliates (other than the Company Entities) except to the extent such Tax information (including Tax Returns) relate solely to Taxes with respect to the APA Transferred Assets, APA Assumed Liabilities or the APA Transferred Business (which shall include redacted or certain pro forma information related to the APA Transferred Assets, APA Assumed Liabilities or APA Transferred Business, as appropriate and accounting information as reasonably requested by Buyer) or (f) pursuant to the Purchaser reasonably requests)advice of Seller’s counsel, cause any competitive harm to any Company Entity; provided, however, that such access shall be subject to any applicable Laws relating to privacy or data protection and shall only be upon reasonable notice, shall not unreasonably disrupt personnel, operations and properties of the Company and its Subsidiaries, and shall be at the Purchaser’s sole risk and expense. In exercising its rights hereunder, the Purchaser shall conduct itself so as not to unreasonably interfere in the conduct of the Business prior to the Closing. The Purchaser acknowledges and agrees that any contact or communication by the Purchaser and its agents and Representatives with officers, employees, agents or Representatives of the Company and its Subsidiaries hereunder shall be arranged and supervised by Representatives of the Company, unless the Company otherwise expressly consents in writing with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, none of the Sellers’ Representative, the Sellers, the Company or any of their respective Subsidiaries or Affiliates shall be required to disclose to the Purchaser or any agent or Representative thereof any information (i) relating to any sale process conducted by the Sellers, the Company or any of their Affiliates for the Business or the Sellers’, the Company’s or any of their Affiliates’ (or their Representatives’) evaluation of the Company and its Subsidiaries in connection therewith, including projections, financial or other information relating thereto or (ii) if doing so would violate any Contract or Law to which the Sellers, the Company or any of their respective Subsidiaries or Affiliates is a party or is subject or which such Person believes in good faith would reasonably be expected, based on the advice of outside counsel, to result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) (provided that, in the each case of this clause described in clauses (iia) – (f), Seller shall inform Buyer of the Company general nature of the information being withheld and, upon Buyer’s request and its Subsidiaries shall use commercially reasonable efforts at Buyer’s sole cost and expense, reasonably cooperate with Buyer to provide such access as can be provided information, in whole or in part, in a manner that would not result in any of the outcomes described in clauses (or otherwise find alternative means to convey such information regarding the applicable matter as can be conveyeda) without violating such privilege, Law or Contract– (f). Prior All information made available pursuant to this Section 6.4 shall be treated as “Evaluation Material” and subject to the ClosingConfidentiality Agreement. All requests for access or information pursuant to this Section 6.4 shall be directed to Seller or its designees. During the Pre-Closing Period, the Purchaser Buyer hereby agrees that it is not authorized to and it shall not (and shall cause its Affiliates and its and their respective Representatives and agents not to) use contact any information obtained pursuant representative of any Governmental Authority having jurisdiction in connection with the Contemplated Transactions or any employee, customer, supplier, distributor or other material commercial counterparty of Seller or any Company Entity regarding any Company Entity, the Business, the APA Transferred Business or the Contemplated Transactions without the prior written consent of Seller. Seller may, as it deems advisable and necessary, reasonably designate any competitively sensitive materials provided to Buyer under this Section 6.02(a) 6.4 as “outside counsel only” or with similar restrictions including clean room procedures, redaction and other customary procedures, and such materials and the information contained therein shall be given only to the outside counsel of Buyer, or otherwise as the restriction indicates. Notwithstanding anything to the contrary, Buyer and its designated Representatives shall have no right to conduct any invasive environmental testing, including conducting any Phase II environmental site assessments, and will indemnify Seller for any purpose unrelated Losses caused as a result of access to the TransactionsFacilities or Mill Facilities. (b) After the Closing, upon reasonable written notice addressed and delivered to the Purchaser, the Purchaser shall furnish or cause to be furnished to the Sellers’ Representative, the Sellers and each For a period of their respective Representatives reasonable access, during normal business hours, to such information and the Books and Records relating to the Business and/or the Company and its Subsidiaries as is necessary for the preparation and filing of any Tax Return, the defense of any Tax claim or assessment, in connection with the defense of any Action, any insurance claims by, legal proceedings against or governmental investigations of the Sellers, the Company or any of its Subsidiaries or the Purchaser or any of their Affiliates (in each case, other than an Action arising out of this Agreement or related to the Transactions); provided, however, that such access shall be subject to any applicable Laws relating to privacy or data protection and shall only be upon reasonable notice, shall not unreasonably disrupt personnel, operations and properties of the Company and its Subsidiaries, and shall be at the Sellers and the Sellers’ Representatives’ sole risk and expense. In exercising its rights hereunder, each Seller and the Sellers’ Representative shall conduct itself so as not to unreasonably interfere in the conduct of the Business. Notwithstanding anything to the contrary set forth in this Agreement, none of the Purchaser, the Company or any of their respective Subsidiaries or Affiliates shall be required to disclose to the Sellers, the Sellers’ Representative or any agent or Representative thereof any information if doing so would violate any Contract or Law to which the Purchaser, the Company or any of their respective Subsidiaries or Affiliates is a party or is subject or which such Person believes in good faith would reasonably be expected, based on the advice of outside counsel, to result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) (provided that, in such event, the Purchaser shall use commercially reasonable efforts to provide such access as can be provided (or otherwise find alternative means to convey such information regarding the applicable matter as can be conveyed) without violating such privilege, Law or Contract). (c) Subject to Section 10.02, the Purchaser shall preserve and keep the books, records, documents, instruments, accounts, correspondence, writings, evidences of title and other papers and electronic files relating to the Business and/or the Company and its Subsidiaries in its possession or the possession of the Company (the “Books and Records”) for at least six (6) years following the Closing Date (except with respect to Tax records, which records shall be retained until sixty (60) days after the applicable statute of limitations), or for such longer period time as may be required by Law Law, Buyer shall not, and shall cause its Affiliates not to, dispose of or destroy any of the books and records (including Tax Returns) of the Company Entities, the Business or the APA Transferred Business relating to periods prior to the Closing (the “Books and Records”) without first offering to turn over possession thereof to Seller by written notice to Seller at least sixty (60) days prior to the proposed date of such disposition or destruction. (c) For a period of six (6) years following the Closing Date, or such longer time as may be required by Law, Buyer shall, and shall cause its Affiliates to, (i) provide Seller and its Representatives with reasonable electronic access to any portions of the Books and Records that are available in electronic format, (ii) allow Seller and its Representatives access to all other Books and Records on reasonable notice and at reasonable times at Buyer’s principal place of business or at any location where any Books and Records are stored, and permit Seller and its Representatives, at their own expense, to make copies of any Books and Records and (iii) make available Buyer’s or its Affiliates’ personnel to assist in locating such Books and Records; provided, that (A) such Books and Records and access to personnel under this Section 6.4(c) shall only be requested by Seller for legitimate business purposes which shall exclude disputes between the Parties arising under any Transaction Document (to which the rules of discovery shall apply), and (B) such access shall be conducted in such a manner as not to materially interfere with the normal operations of Buyer and the Company Entities. The foregoing shall not apply with respect to cooperation relating to Tax matters to the extent addressed in Section 6.17(a). (d) From and after the Closing, Seller shall not, and Seller shall cause the Seller Companies and its and their respective Representatives not to, divulge or convey to any third party Company Confidential Information; provided, however, Seller may furnish such portion (and only such portion) of Company Confidential Information as it reasonably determines is required by applicable court Law. To the extent legally permissible and reasonably practicable, Seller shall notify Buyer of the existence, terms and circumstances surrounding such disclosure and consult with Buyer on the advisability of taking steps available under applicable Laws to resist or narrow such request and only disclose that portion of the Company Confidential Information as it reasonably determines it is required to disclose under applicable Laws; and if so requested by Buyer, Seller reasonably cooperates with Buyer to obtain an order or other reliable assurance that confidential treatment will be accorded to the Company Confidential Information required to be disclosed pursuant to a subpoena, civil investigative demand or order. Any cooperation pursuant to the foregoing shall be undertaken at Buyer’s sole cost and expense, and Buyer shall promptly pay any direct or indirect expense of Seller incurred in connection therewith.

Access to Information; Preservation of Records. (a) Subject to Section 6.035.03 hereof, prior to from the Closing Datedate hereof until the Closing, the Purchaser shall be entitled, through its officers, employees and Representatives, to reasonable access during normal business hours to the officers, employees, agents and Representatives agents, and offices of the Company and its Subsidiaries books and their respective Books records and Records (including Seller shall furnish Purchaser with such financial and accounting information operating data as the Purchaser reasonably requests); provided, however, that such access shall be subject to any applicable Laws relating to privacy or data protection and shall only be upon reasonable notice, notice and shall not unreasonably disrupt the Company’s personnel, operations and properties properties; provided, further, that in no event shall Purchaser be entitled to access of the Company and its Subsidiaries, and shall be at the Purchaser’s sole risk and expense. In exercising its rights hereunder, the Purchaser shall conduct itself so as not to unreasonably interfere in the conduct of the Business prior to the Closing. The Purchaser acknowledges and agrees that any contact or communication by the Purchaser and its agents and Representatives with officers, employees, agents or Representatives offices of the Company and its Subsidiaries hereunder shall be arranged and supervised by Representatives prior to any public announcement concerning this Agreement or the transactions contemplated hereby in accordance with Section 10.14, except with express prior authorization of the Company, unless the Company otherwise expressly consents in writing with respect to any specific contactSeller. Notwithstanding anything to the contrary set forth in this Agreementforegoing, none of the Sellers’ Representative, the Sellersneither Seller, the Company or nor any of their respective Subsidiaries or Affiliates shall be required to disclose to the Purchaser or any agent or Representative thereof any information information: (i) relating to any sale or divestiture process conducted by Seller for the SellersBusiness or Seller’s evaluation of the Company in connection therewith; or (ii) if doing so could violate any Contract or Law to which Seller, the Company or any of their Affiliates for the Business or the Sellers’, the Company’s or any of their Affiliates’ (or their Representatives’) evaluation of the Company and its Subsidiaries in connection therewith, including projections, financial or other information relating thereto or (ii) if doing so would violate any Contract or Law to which the Sellers, the Company or any of their respective Subsidiaries or Affiliates is a party or is subject or which such Person believes subject; provided, that the disclosure limitations set forth in good faith would reasonably be expected, based on the advice of outside counsel, to result this sentence shall in a loss of the ability to successfully assert a claim of privilege (including without limitationno manner limit Seller’s, the attorney-client Company’s and work product privileges) (provided that, their Affiliates’ duties with respect to completeness and accuracy of disclosures pursuant to representations and warranties contained in the case of this clause (ii)Agreement, the Company and its Subsidiaries shall use commercially reasonable efforts to provide disclosure schedules related thereto, or any document delivered by such access as can be provided (or otherwise find alternative means to convey such information regarding Persons in connection with the applicable matter as can be conveyed) without violating such privilege, Law or Contract)Closing. Prior to the Closing, the Purchaser shall not (and shall cause its Representatives and agents not to) use any information obtained pursuant to this Section 6.02(a5.02(a) for any purpose unrelated to the Transactionstransactions described in this Agreement or the analysis, reporting or financing of such transaction. (b) After the Closing, upon reasonable written notice addressed and delivered to the Purchasernotice, the Purchaser shall furnish or cause to be furnished to the Sellers’ Representative, the Sellers Seller and each of their respective its Representatives reasonable access, during normal business hours, to such information and the Books and Records (as defined below) and assistance relating to the Business and/or the Company and its Subsidiaries as is necessary for any reasonable business purpose, including, without limitation, financial reporting and accounting matters, the preparation and filing of any Tax Return, the defense of any Tax claim or assessment, in connection with any disclosure obligation or the defense of any Action, any insurance claims by, legal proceedings against or governmental investigations of the Sellers, the Company Seller or any of its Subsidiaries or the Purchaser or any of their Affiliates (in each case, other than an Action arising out of this Agreement or related to the Transactions); provided, however, that such access shall be subject to any applicable Laws relating to privacy or data protection and shall only be upon reasonable notice, shall not unreasonably disrupt personnel, operations and properties of the Company and its Subsidiaries, and shall be at the Sellers and the Sellers’ Representatives’ sole risk and expense. In exercising its rights hereunder, each Seller and the Sellers’ Representative shall conduct itself so as not to unreasonably interfere in the conduct of the Business. Notwithstanding anything to the contrary set forth in this Agreement, none of the Purchaser, the Company or any of their respective Subsidiaries Affiliates or Affiliates in order to enable Seller to comply with its obligations under this Agreement. Seller shall reimburse Purchaser for reasonable documented out-of-pocket costs and expenses incurred in assisting Seller pursuant to this Section 5.02(b). In no event shall Seller be required responsible for reimbursing Purchaser for any salary costs or other indirect expenses (e.g. overhead expenses allocated to disclose to such employee) solely for the Sellers, performance of services performed by the Sellers’ Representative employees of Purchaser or any agent or Representative thereof any information if doing so would violate any Contract or Law to which the Purchaser, the Company or any of their respective Subsidiaries or Affiliates is a party or is subject or which such Person believes in good faith would reasonably be expected, based on the advice of outside counsel, to result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) (provided that, in such event, the Purchaser shall use commercially reasonable efforts to provide such access as can be provided (or otherwise find alternative means to convey such information regarding the applicable matter as can be conveyed) without violating such privilege, Law or Contractconnection with this Section 5.02(b). (c) Subject to Section 10.029.04 hereof (relating to the preservation of Tax records), the Purchaser shall preserve and keep the books, records, documents, instruments, accounts, correspondence, writings, evidences of title and other papers and electronic files relating to the Business and/or or the Company and its Subsidiaries Company, in each case for Pre-Closing Periods, in its possession or the possession of the Company (the “Books and Records”) for at least six (6) years following the Closing Date or for such longer period as may be required by Law or any applicable court order.

Access to Information; Preservation of Records. (a) Subject to Section 6.03, prior to during the Pre-Closing DatePeriod, the Purchaser shall be entitled, through its officers, employees and Representatives, to reasonable access during normal business hours to the officers, key employees, agents and Representatives and offices of the Seller and the Seller Guarantor (in each case, with respect to the Business), the Company and its Subsidiaries and their respective Books books and Records records (including including, for the avoidance of doubt, access to the Business properties and such financial and accounting other information as may be reasonably required in connection with the Purchaser reasonably requestsperformance of any environmental assessments, compliance review, audits, sampling or other investigations, including any Phase I environmental site assessments); provided, however, that such access shall be subject to any applicable Laws relating to privacy or data protection and shall only be upon reasonable notice, shall not unreasonably disrupt personnel, operations and properties of the Company and its SubsidiariesBusiness, and shall be at the Purchaser’s sole risk and expense. In exercising its rights hereunder, the Purchaser shall conduct itself so as not to unreasonably interfere in the conduct of the Business prior to during the ClosingPre-Closing Period. The Purchaser acknowledges and agrees that the Purchaser and its Representatives shall not conduct any interviews of Company Service Providers or any other employees (other than the Key Employees) of the Seller or any of its Affiliates during the Pre-Closing Period and any contact or communication by the Purchaser and its agents and Representatives with officers, employees, agents or Representatives of the Company and its Subsidiaries hereunder Key Employees shall be arranged and supervised by Representatives (including, for purposes of this Section 6.02(a), Xxxxxx Xxxxxxx) of the CompanySeller, unless the Company Seller otherwise expressly consents in writing with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, none of the Sellers’ Representative, the SellersSeller, the Company or any of their respective Subsidiaries or Affiliates shall be required to disclose to the Purchaser or any agent or Representative thereof any information (i) relating to any sale process conducted by the SellersSeller, the Company or any of their Affiliates for the Business or the Sellers’, Seller or the Company’s or any of their Affiliates’ (or their Representatives’) evaluation of the Company and its Subsidiaries in connection therewith, including projections, financial or other information relating thereto or thereto, (ii) if doing so would reasonably be expected to violate any Contract or Law to which the SellersSeller, the Company or any of their respective Subsidiaries or Affiliates is a party or is subject or which (iii) that such Person believes in good faith would reasonably be expected, based on the advice of outside counsel, expected to result in (A) the disclosure of competitively sensitive information or (B) a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges); provided, that (x) the determination to withhold information pursuant to clause (provided thatii) or (iii) shall be made by the Company’s outside counsel, (y) the Company shall give notice to the Purchaser that such information is being withheld pursuant to such determination and (z) the Company shall provide any related information (including by redacting or otherwise not disclosing any portion thereof, the disclosure of which would jeopardize such privilege or constitute such a contravention of Law or, in the case of this clause (ii)any competitively sensitive information, the Company and its Subsidiaries shall use commercially reasonable efforts to provide such access as can be provided (or otherwise find alternative means to convey making such information regarding the applicable matter as can be conveyed) without violating such privilege, Law or Contract). Prior available pursuant to mutually agreed “clean team” procedures to the Closingextent permissible under applicable Law) and discuss such matter to the extent permissible without waiving attorney-client privilege or violating applicable Law. During the Pre-Closing Period, the Purchaser shall not (and shall cause its Representatives and agents not to) use any information obtained pursuant to this Section 6.02(a) for any purpose unrelated to the Transactions. (b) After Subject to Section 6.03, after the Closing, upon reasonable prior written notice addressed and delivered to the Purchasernotice, the Purchaser shall furnish or cause to be furnished to the Sellers’ Representative, the Sellers Seller and each of their respective its Representatives reasonable access, during normal business hours, to such information and the Books and Records relating to the Business and/or the Company and its Subsidiaries as is necessary solely for the preparation and filing of any Tax Return, Return and the defense conduct of any Action (including Third Party Claims, Tax claim claims or assessmentassessments, in connection with the defense of any Action, any insurance claims byclaims, legal proceedings against or governmental investigations of investigations) against the Sellers, the Company or any of its Subsidiaries or the Purchaser or any of their Affiliates (in each case, other than an Action arising out of this Agreement or related to the Transactions); provided, however, that such access shall be subject to any applicable Laws relating to privacy or data protection and shall only be upon reasonable notice, shall not unreasonably disrupt personnel, operations and properties of the Company and its Subsidiaries, and shall be at the Sellers and the Sellers’ Representatives’ sole risk and expense. In exercising its rights hereunder, each Seller and the Sellers’ Representative shall conduct itself so as not to unreasonably interfere in the conduct of the Business. Notwithstanding anything to the contrary set forth in this Agreement, none of the PurchaserSeller, the Company or any of their respective Subsidiaries Affiliates concerning periods prior to the Closing and in which the Purchaser and its Affiliates (including the Company and its Subsidiaries) are not adversaries (other than in respect of claims for indemnification in respect of Third Party Claims under Section 8.02 or Affiliates Section 8.03). Notwithstanding anything to the contrary in this Agreement, the Purchaser shall not be required to disclose to the Sellers, the Sellers’ Representative Purchaser or any agent or Representative thereof any information (i) if doing so would reasonably be expected to violate any Contract or Law to which the Purchaser, the Company or any of their respective Subsidiaries or Affiliates is a party or is subject or which such Person (ii) that the Purchaser believes in good faith would reasonably be expected, based on the advice of outside counsel, expected to result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges); provided, that (x) such determination shall be made by the Purchaser’s outside counsel, (provided that, in such event, y) the Purchaser shall use commercially reasonable efforts give notice to provide the Seller requesting such access as can be provided and each of its Representatives requesting such access that such information is being withheld pursuant to such determination and (z) the Purchaser shall provide any related information (including by redacting or otherwise find alternative means not disclosing any portion thereof, the disclosure of which would jeopardize such privilege or constitute such a contravention of Law) and discuss such matter to convey such information regarding the extent permissible without waiving attorney-client privilege or violating applicable matter as can be conveyed) without violating such privilege, Law or Contract)Law. (c) Subject to Section 10.026.02(b) and Section 10.03(a), the Purchaser shall preserve and keep the books, records, documents, instruments, accounts, correspondence, writings, evidences of title and other papers and electronic files relating to the Business and/or or the Company and its Subsidiaries in its possession or the possession of the Company as of the Closing (the “Books and Records”) for at least six (6) years following the Closing Date or for such longer period as may be required by Law or any applicable court order.

Access to Information; Preservation of Records. (a) Subject to Section 6.03From the date of this Agreement until the Effective Time, prior each of the Company and the Parent shall, and shall cause each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, “Representatives”), to: (i) provide to the Closing Dateother party and the their respective Representatives access at reasonable times upon reasonable prior notice and in a manner that does not unreasonably disrupt or interfere with business operations, the Purchaser shall be entitled, through its officers, employees and Representatives, to reasonable access during normal business hours to the officers, employees, agents agents, properties, offices and other facilities of the other party and to the books and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning the business, properties, offices and other facilities, Contracts, assets, liabilities, employees, officers and other aspects of the Company or the Parent, as applicable, as the other party or its Representatives and offices may reasonably request. No investigation conducted pursuant to this Section 5.5(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. With respect to the information disclosed pursuant to this Section 5.5(a), each of the Company and its Subsidiaries the Parent shall comply with, and shall cause their Representatives to comply with, all of their respective Books obligations under the Confidentiality Agreement, dated April 1, 2016, by and Records (including such financial and accounting information as the Purchaser reasonably requests); provided, however, that such access shall be subject to any applicable Laws relating to privacy or data protection and shall only be upon reasonable notice, shall not unreasonably disrupt personnel, operations and properties of between the Company and its Subsidiaries, and shall be at the Purchaser’s sole risk and expense. In exercising its rights hereunder, the Purchaser shall conduct itself so as not to unreasonably interfere in the conduct of the Business prior to the Closing. The Purchaser acknowledges and agrees that any contact or communication by the Purchaser and its agents and Representatives with officers, employees, agents or Representatives of the Company and its Subsidiaries hereunder shall be arranged and supervised by Representatives of the Company, unless the Company otherwise expressly consents in writing with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, none of the Sellers’ Representative, the Sellers, the Company or any of their respective Subsidiaries or Affiliates shall be required to disclose to the Purchaser or any agent or Representative thereof any information (i) relating to any sale process conducted by the Sellers, the Company or any of their Affiliates for the Business or the Sellers’, the Company’s or any of their Affiliates’ (or their Representatives’) evaluation of the Company and its Subsidiaries in connection therewith, including projections, financial or other information relating thereto or (ii) if doing so would violate any Contract or Law to which the Sellers, the Company or any of their respective Subsidiaries or Affiliates is a party or is subject or which such Person believes in good faith would reasonably be expected, based on the advice of outside counsel, to result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) (provided that, in the case of this clause (ii), the Company and its Subsidiaries shall use commercially reasonable efforts to provide such access as can be provided (or otherwise find alternative means to convey such information regarding the applicable matter as can be conveyed) without violating such privilege, Law or Contract). Prior to the Closing, the Purchaser shall not (and shall cause its Representatives and agents not to) use any information obtained pursuant to this Section 6.02(a) for any purpose unrelated to the TransactionsParent. (b) After the Closing, upon reasonable written notice addressed and delivered to the Purchaser, the Purchaser shall furnish or cause to be furnished to the Sellers’ Representative, the Sellers and each For a period of their respective Representatives reasonable access, during normal business hours, to such information and the Books and Records relating to the Business and/or the Company and its Subsidiaries as is necessary for the preparation and filing of any Tax Return, the defense of any Tax claim or assessment, in connection with the defense of any Action, any insurance claims by, legal proceedings against or governmental investigations of the Sellers, the Company or any of its Subsidiaries or the Purchaser or any of their Affiliates seven (in each case, other than an Action arising out of this Agreement or related to the Transactions); provided, however, that such access shall be subject to any applicable Laws relating to privacy or data protection and shall only be upon reasonable notice, shall not unreasonably disrupt personnel, operations and properties of the Company and its Subsidiaries, and shall be at the Sellers and the Sellers’ Representatives’ sole risk and expense. In exercising its rights hereunder, each Seller and the Sellers’ Representative shall conduct itself so as not to unreasonably interfere in the conduct of the Business. Notwithstanding anything to the contrary set forth in this Agreement, none of the Purchaser, the Company or any of their respective Subsidiaries or Affiliates shall be required to disclose to the Sellers, the Sellers’ Representative or any agent or Representative thereof any information if doing so would violate any Contract or Law to which the Purchaser, the Company or any of their respective Subsidiaries or Affiliates is a party or is subject or which such Person believes in good faith would reasonably be expected, based on the advice of outside counsel, to result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) (provided that, in such event, the Purchaser shall use commercially reasonable efforts to provide such access as can be provided (or otherwise find alternative means to convey such information regarding the applicable matter as can be conveyed) without violating such privilege, Law or Contract). (c) Subject to Section 10.02, the Purchaser shall preserve and keep the books, records, documents, instruments, accounts, correspondence, writings, evidences of title and other papers and electronic files relating to the Business and/or the Company and its Subsidiaries in its possession or the possession of the Company (the “Books and Records”) for at least six (67) years following after the Closing Date Effective Time, or for such longer period as may be required by Law applicable Law, Parent shall preserve and retain all corporate, accounting, tax, legal, auditing, human resources and other books and records of the Parent and each of its Subsidiaries relating to the conduct of the business and operations of the Parent and its Subsidiaries prior to the Closing Date. Notwithstanding any other provisions hereof, the obligations of Parent contained in this Section 5.5(b) shall be binding upon the successors and assigns of Parent and its Subsidiaries. In the event Parent or its Subsidiaries, or any applicable court orderof their respective successors or assigns, (i) consolidates with or merges into any other Person or (ii) transfers all or substantially all of its properties or assets to any Person, then, and in each case, proper provision shall be made so that the successors and assigns of Parent or its Subsidiaries, as the case may be, honor the obligations set forth in this Section 5.5(b).

Access to Information; Preservation of Records. (a) Subject to Section 6.035.03 hereof, prior to the Closing Date, the Purchaser shall be entitled, through its officers, employees and Representatives, to reasonable access during normal business hours to the officers, employees, agents and Representatives agents, and offices of the Company and its Subsidiaries Cliffstar Companies and their respective Books books and Records (including records, excluding any income Tax Returns or income Tax records, and the Cliffstar Companies shall furnish Purchaser with such financial data and accounting information of the Cliffstar Companies as the Purchaser reasonably requests); provided, however, that such access shall be subject to any applicable Laws relating to privacy or data protection and shall only be upon reasonable notice, shall not unreasonably disrupt personnel, operations and properties of the Company and its SubsidiariesCliffstar Companies, and shall be at the Purchaser’s sole risk and expense; and provided, further, that neither Purchaser nor any agent or Representative of Purchaser shall conduct any subsurface investigation or testing of any environmental media with respect to any property of the Cliffstar Companies prior to Closing. In exercising its rights hereunder, the Purchaser shall conduct itself so as not to unreasonably interfere in the conduct of the Business Cliffstar Companies prior to the Closing. The Purchaser acknowledges and agrees that any contact or communication by the Purchaser and its agents and Representatives with officers, employees, employees or agents or Representatives of the Company and its Subsidiaries Cliffstar Companies hereunder shall be arranged and supervised by Representatives of the CompanyCliffstar Companies, unless the Company Cliffstar Companies otherwise expressly consents consent in writing with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, none of the Sellers’ Representative, the Sellers, the Company or Cliffstar Companies nor any of their respective Subsidiaries or Affiliates shall be required to disclose to the Purchaser or any agent or Representative thereof any information (i) relating to any income Taxes, (ii) relating to the sale and divestiture process conducted by the Sellers, the Company or any of Cliffstar Companies and their Affiliates for the Business or in 2009 and the Sellers’, the Company’s Cliffstar Companies’ or any of their Affiliates’ (or their Representatives’) evaluation of the Company Purchaser and its Subsidiaries in connection therewith, including projections, financial or other information relating thereto Affiliates and the evaluation and negotiation of this Agreement and the transactions contemplated hereby or (iiiii) if doing so would could violate any Contract or Law to which the Sellers, the Company Cliffstar Companies or any of their respective Subsidiaries or Affiliates is a party or is subject or which such Person believes in good faith would reasonably be expected, based on the advice of outside counsel, to could result in a loss of the ability to successfully assert a claim of privilege (including including, without limitation, the attorney-client and work product privileges) (provided that, in the case of this clause (ii), the Company and its Subsidiaries shall use commercially reasonable efforts to provide such access as can be provided (or otherwise find alternative means to convey such information regarding the applicable matter as can be conveyed) without violating such privilege, Law or Contract). Prior to the Closing, the Purchaser shall not (and shall cause its Representatives and agents not to) use any information obtained pursuant to this Section 6.02(a) 5.02 for any purpose unrelated to the Transactionstransactions described in this Agreement. (b) After the Closing, upon reasonable written notice addressed and delivered to the Purchasernotice, the Purchaser shall furnish or cause to be furnished to the Cliffstar Companies, the Sellers’ Representative, the Sellers Representative and each of their respective Representatives reasonable access, during normal business hours, provided that such access shall not unreasonably disrupt personnel, operations and properties of Purchaser and Purchaser Sub, to such information and information, the Books and Records and assistance relating to the Business and/or Business, and the Company and its Subsidiaries Cliffstar Companies as is necessary for any reasonable business purpose, including, without limitation, financial reporting and accounting matters, the calculation of accounts of post-Closing Star family costs, the preparation and filing of any Tax Return, the defense of any Tax claim or assessment, in connection with any disclosure obligation or the defense of any Action, any insurance claims by, legal proceedings against or governmental investigations of the Sellers, the a Cliffstar Company or any of its Subsidiaries or the Purchaser or any of their Affiliates (or in each case, other than an Action arising out of this Agreement order to enable the Cliffstar Companies or related Purchaser to the Transactions); provided, however, that such access shall be subject to any applicable Laws relating to privacy or data protection and shall only be upon reasonable notice, shall not unreasonably disrupt personnel, operations and properties of the Company and its Subsidiaries, and shall be at the Sellers and the Sellers’ Representatives’ sole risk and expense. In exercising its rights hereunder, each Seller and the Sellers’ Representative shall conduct itself so as not to unreasonably interfere in the conduct of the Business. Notwithstanding anything to the contrary set forth in comply with their respective obligations under this Agreement, none of . The Cliffstar Companies shall reimburse Purchaser for reasonable documented out-of-pocket costs and expenses incurred in assisting the Purchaser, the Company or any of their respective Subsidiaries or Affiliates shall be required Cliffstar Companies pursuant to disclose to the Sellers, the Sellers’ Representative or any agent or Representative thereof any information if doing so would violate any Contract or Law to which the Purchaser, the Company or any of their respective Subsidiaries or Affiliates is a party or is subject or which such Person believes in good faith would reasonably be expected, based on the advice of outside counsel, to result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) (provided that, in such event, the Purchaser shall use commercially reasonable efforts to provide such access as can be provided (or otherwise find alternative means to convey such information regarding the applicable matter as can be conveyed) without violating such privilege, Law or Contract)this Section 5.02. (c) Subject to Section 10.02, the Purchaser shall preserve and keep the books, records, documents, instruments, accounts, correspondence, writings, evidences of title and other papers and electronic files relating to the Business and/or or the Company and its Subsidiaries Cliffstar Companies in its possession or the possession of the Company Cliffstar Companies or any of their subsidiaries (the “Books and Records”) for at least six (6) five years following the Closing Date or for such longer period as may be required by Law or any applicable court order. Should Purchaser elect after any such period to destroy any books, records, documents, instruments, accounts, correspondence, writings, evidences of title and other papers and electronic files transferred to it by a Cliffstar Company pursuant to this Agreement, Purchaser shall notify the Sellers’ Representative in writing of such decision, 60 days prior to the anticipated date of destruction, and, upon request of the Sellers’ Representative, shall deliver to him any such books, records, documents or other materials.