Common use of Access to Properties, Books and Records Clause in Contracts

Access to Properties, Books and Records. Subject to Section 5.7(b), from the date of this Agreement until the earlier of the First Effective Time or the time this Agreement is terminated in accordance with Article VII, the Company will, and will cause each of its Subsidiaries to, give Representatives of Parent and the Merger Subs, or of any potential lenders or other sources of financing to Parent or the Merger Subs for financing to be used by Parent and its Subsidiaries after the Mergers, full access during normal business hours to all of their respective properties, books and records and to personnel who are knowledgeable about the various aspects of the business of the Company and its Subsidiaries. Notwithstanding the foregoing, the Company shall not be required to provide access to, or cause its Subsidiaries to provide access to, or disclose any information or documents which would (in the reasonable judgment of the Company) be reasonably likely to (a) constitute a waiver of the attorney-client or other privilege held by the Company or any of its Subsidiaries, (b) violate any applicable Laws (and the Company shall be permitted to implement customary “clean-room” or other similar arrangements if the Company reasonably determines, upon advice of outside counsel, that such arrangements are necessary to comply with applicable Law), (c) unreasonably disrupt the businesses and operations of the Company or any of its Subsidiaries, (d) breach any agreement of the Company or any of its Subsidiaries with any Third Party or (e) in the reasonable judgment of the Company, result in the disclosure of trade secrets of a Third Party or violate its or its Subsidiaries’ obligations to a Third Party with respect to confidentiality; provided that the Company will use reasonable best efforts to obtain the consent of the Third Parties to the inspection or disclosure. Until the Closing, Parent and the Merger Subs each will, and will cause their Representatives to, hold all information they receive as a result of their access to the properties, books, records and personnel of the Company or its subsidiaries in confidence, except to the extent that information (a) is or becomes available to the public (other than through a breach of this Agreement), (b) becomes available to Parent or the Merger Subs from a Third Party that is not under an obligation to the Company, or to a subsidiary of the Company, to keep the information confidential, (c) was known to Parent or its Affiliates (which includes the Merger Subs) before it was made available to Parent or the Merger Subs or their Representatives by the Company or a subsidiary, (d) otherwise is independently developed by Parent or Merger Subs or their Affiliates, (e) Parent reasonably believes is required to be included in the Registration Statement, the Proxy Statement or another document filed with or furnished to the SEC, or (f) Parent reasonably determines, based on advice of legal counsel, that Parent is required to disclose in response to legal process or an order of a court or other Governmental Entity. If this Agreement is terminated before the First Effective Time, Parent and the Merger Subs each will, at the request of the Company, deliver to the Company all documents and other material obtained by Parent or either of the Merger Subs from the Company or a subsidiary in connection with the transactions which are the subject of this Agreement or evidence that that material has been destroyed by Parent or the Merger Subs.

Access to Properties, Books and Records. Subject to Section 5.7(b), from (a) From the date of this Agreement until the earlier of the First Effective Time or the time this Agreement is terminated in accordance with Article VII8, the Company will, and will cause each of its Subsidiaries subsidiaries to, give Representatives representatives of Parent and the Merger SubsAcquisition, or of any potential lenders or other sources of financing to Parent Parent, the Company or the Merger Subs for financing to be used by Parent and its Subsidiaries after the MergersSurviving Corporation, full access during normal business hours to all of their respective properties, books and records and to personnel of FIDAC who are knowledgeable about the various aspects of the business of the Company and its Subsidiaries. Notwithstanding the foregoingsubsidiaries, provided that the Company shall will not be required by this Section to provide access topermit any inspection, or cause its Subsidiaries to provide access to, or disclose any information or documents which would (information, that in the reasonable judgment of the Company) be reasonably likely to (a) constitute a waiver of the attorney-client or other privilege held by the Company or any of its Subsidiaries, (b) violate any applicable Laws (and the Company shall be permitted to implement customary “clean-room” or other similar arrangements if the Company reasonably determines, upon advice of outside counsel, that such arrangements are necessary to comply with applicable Law), (c) unreasonably disrupt the businesses and operations of the Company or any of its Subsidiaries, (d) breach any agreement of the Company or any of its Subsidiaries with any Third Party or (e) in the reasonable judgment of FIDAC employees responsible for managing the Company, or of the Special Committee, would result in the disclosure of a trade secrets secret of a Third Party third party not related to the Company or FIDAC, or violate its or its Subsidiaries’ any of the Company’s obligations to a Third Party third party not related to the Company or FIDAC with respect to confidentiality; provided that , if the Company will use (through the FIDAC employees responsible for managing the Company) has used reasonable best efforts to obtain the consent of the Third Parties third party to the inspection or disclosure. . (b) Until the ClosingEffective Time, Parent and the Merger Subs Acquisition each will, and will cause their Representatives its representatives to, hold all information they receive it receives as a result of their its access to the properties, books, records and personnel of the Company or its subsidiaries in confidence, except to the extent that information (ai) is or becomes available to the public (other than through a breach of this Agreement), (bii) becomes available to Parent or the Merger Subs Acquisition from a Third Party that third party which, insofar as Parent or Acquisition is aware, is not under an obligation to the Company, or to a subsidiary of the Company, to keep the information confidential, (ciii) was known to Parent Parent, Acquisition or its Affiliates (which includes the Merger Subs) other of Parent’s affiliates before it was made available to Parent or the Merger Subs Acquisition or their Representatives representatives by the Company or a subsidiarysubsidiary (other than information disclosed to FIDAC or its employees in the course of FIDAC’s managing the Company), (div) otherwise is independently developed by Parent or Merger Subs Acquisition or their Affiliatesaffiliates (other than FIDAC), (ev) Parent reasonably believes is required to be included in the Registration StatementOffer Documents, the Schedule TO (including the Offer TO) or the Proxy Statement or another document filed with or furnished to the SEC, or (fvi) Parent reasonably determines, based on advice of legal counsel, that Parent is required to disclose in response to legal process or an order of a court or other Governmental Entitygovernmental authority. If this Agreement is terminated before the First Effective Time, Parent and the Merger Subs Acquisition each will, at the request of the Company, deliver to the Company all documents and other material obtained by Parent or either of the Merger Subs Acquisition from the Company or a subsidiary in connection with the transactions which are the subject of this Agreement or evidence that that material has been destroyed by Parent or the Merger SubsAcquisition.

Access to Properties, Books and Records. Subject to Section 5.7(b), from (a) From the date of this Agreement until the earlier of the First Effective Time or the time this Agreement is terminated in accordance with Article VIITime, the Company will, and will cause each of its Subsidiaries subsidiaries to, give Representatives representatives of Parent and the Merger Subs, or of any potential lenders or other sources of financing to Parent or the Merger Subs for financing to be used by Parent and its Subsidiaries after the Mergers, Pulte full access during normal business hours hours, upon reasonable notice and in a manner that will minimize the disruption to the Company's business, to all of their respective properties, books and records and to personnel who are knowledgeable about the various aspects of the business of the Company and its Subsidiariesrecords. Notwithstanding the foregoing, the Company shall not be required to provide access to, or cause its Subsidiaries to provide access to, or disclose any information or documents which would (in the reasonable judgment of the Company) be reasonably likely to (a) constitute a waiver of the attorney-client or other privilege held by the Company or any of its Subsidiaries, (b) violate any applicable Laws (and the Company shall be permitted to implement customary “clean-room” or other similar arrangements if the Company reasonably determines, upon advice of outside counsel, that such arrangements are necessary to comply with applicable Law), (c) unreasonably disrupt the businesses and operations of the Company or any of its Subsidiaries, (d) breach any agreement of the Company or any of its Subsidiaries with any Third Party or (e) in the reasonable judgment of the Company, result in the disclosure of trade secrets of a Third Party or violate its or its Subsidiaries’ obligations to a Third Party with respect to confidentiality; provided that the Company will use reasonable best efforts to obtain the consent of the Third Parties to the inspection or disclosure. Until the Closing, Parent and the Merger Subs each Pulte will, and will cause their Representatives its representatives to, hold all information they receive it receives as a result of their its access to the properties, books, books and records and personnel of the Company or its subsidiaries in confidence, except to the extent that information (ai) is or becomes available to the public (other than through a breach of this Agreement), (bii) becomes available to Parent Pulte or the Merger Subs a subsidiary from a Third Party that third party which, insofar as Pulte is aware, is not under an obligation to the Company, or to a subsidiary of the Company, to keep the information confidential, (ciii) was known to Parent Pulte or its Affiliates (which includes the Merger Subs) a subsidiary before it was made available to Parent Pulte or the Merger Subs or their Representatives its representative by the Company or a subsidiary, (div) otherwise is independently developed by Parent Pulte or Merger Subs a subsidiary, or their Affiliates, (ev) Parent Pulte reasonably believes is required to be included in the Registration Statement, the Proxy Statement or another document filed with or furnished to the SEC, or (f) Parent reasonably determines, based on advice of legal counsel, that Parent is required to disclose in response to legal process or an order of a court or other Governmental Entity. If this Agreement is terminated before prior to the First Effective Time, Parent and the Merger Subs each Pulte will, at the request of the Company, deliver to the Company all documents and other material obtained by Parent or either of the Merger Subs Pulte from the Company or a subsidiary in connection with the transactions which are the subject of this Agreement or evidence that that material has been destroyed by Parent Pulte. (b) From the date of this Agreement until the Effective Time, Pulte will, and will cause each of its subsidiaries to, give representatives of the Company full access during normal business hours, upon reasonable notice and in a manner that will minimize the disruption to Pulte's business, to all of their respective properties, books and records. The Company will, and will cause its representatives to, hold all information it receives as a result of its access to the properties, books and records of Pulte or its subsidiaries in confidence, except to the Merger Subsextent that information (i) is or becomes available to the public (other than through a breach of this Agreement), (ii) becomes available to the Company or a subsidiary from a third party which, insofar as the Company is aware, is not under an obligation to Pulte, or to a subsidiary of Pulte, to keep the information confidential, (iii) was known to the Company or a subsidiary before it was made available to the Company or its representative by Pulte or a subsidiary, (iv) otherwise is independently developed by the Company or a subsidiary, or (v) the Company reasonably believes is required to be included in the Registration Statement. If this Agreement is terminated prior to the Effective Time, the Company will, at the request of Pulte, deliver to Pulte all documents and other material obtained by the Company from Pulte or a subsidiary in connection with the transactions which are the subject of this Agreement or evidence that that material has been destroyed by the Company.

Access to Properties, Books and Records. Subject to Section 5.7(b), from From the date of this Agreement until the earlier of the First Effective Time or the time this Agreement is terminated in accordance with Article VII6, the Company will, and will cause each of its Subsidiaries subsidiaries to, upon reasonable notice, give Representatives of Parent and the Merger SubsSub (at Parent’s sole cost and expense), or of any potential lenders or other sources of financing to Parent or the Merger Subs Sub for financing to be used by Parent and its Subsidiaries in connection with the Merger or after the MergersMerger, full reasonable access during normal business hours to all of their respective properties, books and records and to personnel who are knowledgeable about the various aspects of the business of the Company and its Subsidiariessubsidiaries. Notwithstanding the foregoing, the Company shall will not be required to provide access by this Section 9.2 to, or be required to cause any of its Subsidiaries to subsidiaries to, permit any inspection, provide access toany access, or disclose any information or documents which would (information, that in the reasonable judgment of the Company) Company would be reasonably likely to (a) constitute a waiver of the attorney-client or other privilege held by the Company or any of its Subsidiariessubsidiaries, (b) violate any applicable Laws laws (and the Company shall be permitted to implement customary “clean-room” or other similar arrangements if the Company reasonably determines, upon advice of outside counsel, that such arrangements are necessary to comply with applicable Lawlaw), (c) unreasonably disrupt the businesses and operations of the Company or any of its Subsidiariessubsidiaries, (d) breach any agreement of the Company or any of its Subsidiaries subsidiaries with any Third Party third party, or (e) in the reasonable judgment of the Company, otherwise result in the disclosure of trade secrets of a Third Party third party or violate its or its Subsidiariessubsidiaries’ respective obligations to a Third Party third party with respect to confidentiality; , provided that the Company will use commercially reasonable best efforts to obtain the consent of the Third Parties third parties to the inspection or disclosure. Until the ClosingEffective Time, Parent and the Merger Subs Sub each will, and will cause their its Representatives to, hold all information they receive it receives as a result of their its access to the properties, books, records and personnel of the Company or its subsidiaries in confidenceconfidence on the terms provided in the confidentiality agreement dated as of October 2, except 2017, between the Company and Parent (the “Confidentiality Agreement”), and until the Effective Time, the Confidentiality Agreement will apply to that information to the same extent that it applies to information (a) is or becomes available to the public (other than through a breach of this Agreement), (b) becomes available to Parent or the Merger Subs from a Third Party that is not under an obligation to the Company, or to a subsidiary of the Company, to keep the information confidential, (c) was known to Parent or its Affiliates (which includes the Merger Subs) before it was made available to Parent or the Merger Subs or their Representatives provided by the Company or a subsidiary, (d) otherwise is independently developed by Parent or Merger Subs or their Affiliates, (e) Parent reasonably believes is required to be included in the Registration Statement, the Proxy Statement or another document filed with or furnished to the SEC, or (f) Parent reasonably determines, based on advice of legal counsel, that Parent is required to disclose in response to legal process or an order of a court or other Governmental Entitybefore this Agreement was executed. If this Agreement is terminated before the First Effective Time, Parent and Merger Sub will have the Merger Subs each will, at same obligations under the request Confidentiality Agreement with regard to handling and disposition of confidential information received after the Company, deliver to the Company all documents and other material obtained by Parent or either of the Merger Subs from the Company or a subsidiary in connection with the transactions which are the subject date of this Agreement or evidence that that material has been destroyed by Parent or they have with regard to confidential information received before the Merger Subsdate of this Agreement. The Confidentiality Agreement shall survive the execution and delivery of this Agreement in accordance with its terms.

Access to Properties, Books and Records. Subject to Section 5.7(b), from (a) From the date of this Agreement until the earlier of the First Effective Time or the time this Agreement is terminated in accordance with Article VII8, the Company will, and will cause each of its Subsidiaries subsidiaries to, give Representatives representatives of Parent and the Merger SubsAcquisition, or of any potential lenders or other sources of financing to Parent Parent, the Company or the Merger Subs for financing to be used by Parent and its Subsidiaries after the MergersSurviving Corporation, full reasonable access during normal business hours to all of their respective properties, books and records and to personnel of ACM who are knowledgeable about the various aspects of the business of the Company and its Subsidiaries. Notwithstanding the foregoingsubsidiaries, provided that the Company shall will not be required by this Section to provide access topermit any inspection, or cause its Subsidiaries to provide access to, or disclose any information or documents which would (information, that in the reasonable judgment of the Company) be reasonably likely to (a) constitute a waiver of the attorney-client or other privilege held by the Company or any of its Subsidiaries, (b) violate any applicable Laws (and the Company shall be permitted to implement customary “clean-room” or other similar arrangements if the Company reasonably determines, upon advice of outside counsel, that such arrangements are necessary to comply with applicable Law), (c) unreasonably disrupt the businesses and operations of the Company or any of its Subsidiaries, (d) breach any agreement of the Company or any of its Subsidiaries with any Third Party or (e) in the reasonable judgment of ACM employees responsible for managing the Company, or of the Special Committee, would result in the disclosure of a trade secrets secret of a Third Party third party not related to the Company or ACM, or violate its or its Subsidiaries’ any of the Company’s obligations to a Third Party third party not related to the Company or ACM with respect to confidentiality; provided that , if the Company will use (through the ACM employees responsible for managing the Company) has used reasonable best efforts to obtain the consent of the Third Parties third party to the inspection or disclosure. . (b) Until the ClosingEffective Time, Parent and the Merger Subs Acquisition each will, and will cause their Representatives respective representatives to, hold all information they receive it receives as a result of their its access to the properties, books, records and personnel of the Company or its subsidiaries in confidence, except to the extent that information (ai) is or becomes available to the public (other than through a breach of this Agreement), (bii) becomes available to Parent or the Merger Subs Acquisition from a Third Party that third party which, insofar as Parent or Acquisition is aware, is not under an obligation to the Company, or to a subsidiary of the Company, to keep the information confidential, (ciii) was known to Parent Parent, Acquisition or its Affiliates (which includes the Merger Subs) other of Parent’s affiliates before it was made available to Parent or the Merger Subs Acquisition or their Representatives representatives by the Company or a subsidiaryany of its subsidiary (other than information disclosed to ACM or its employees in the course of ACM’s managing the Company), (div) otherwise is independently developed by Parent or Merger Subs Acquisition or their Affiliatesaffiliates (other than ACM), (ev) Parent reasonably believes is required to be included in the Registration StatementOffer Documents, the Proxy Statement or another document filed with or furnished to Schedule TO (including the SEC, Offer TO) or (fvi) Parent reasonably determines, based on advice of legal counsel, that Parent is required to disclose in response to legal process or an order of a court or other any Governmental EntityAuthority. If this Agreement is terminated before the First Effective Time, Parent and the Merger Subs Acquisition each will, at the request of the Company, deliver to the Company all documents and other material obtained by Parent or either of the Merger Subs Acquisition from the Company or a subsidiary in connection with the transactions which are the subject of this Agreement or evidence that that material has been destroyed by Parent or the Merger SubsAcquisition.

Access to Properties, Books and Records. Subject to Section 5.7(b), from From the date of this Agreement until the earlier of the First Effective Time or the time this Agreement is terminated in accordance with Article VII7, the Company will, and will cause each of its Subsidiaries subsidiaries to, give Representatives representatives of Parent Acquisition and the Merger SubsLennar, or and representatives of any potential lenders from which Acquisition or other sources of Lennar is seeking to obtain financing to Parent or for the Merger Subs for financing to be used by Parent and its Subsidiaries Surviving Corporation after the MergersMerger, upon reasonable notice, full access during normal business hours to all of their respective properties, books and records and to personnel who are knowledgeable about the various aspects records, provided that right of the business of the Company and its Subsidiaries. Notwithstanding the foregoing, the Company shall access is exercised in a manner that does not be required to provide access to, or cause its Subsidiaries to provide access to, or disclose any information or documents which would (in the reasonable judgment of unreasonably interfere with the Company) be reasonably likely to (a) constitute a waiver of the attorney-client or other privilege held by the Company or any of its Subsidiaries, (b) violate any applicable Laws (and the Company shall be permitted to implement customary “clean-room” or other similar arrangements if the Company reasonably determines, upon advice of outside counsel, that such arrangements are necessary to comply with applicable Law), (c) unreasonably disrupt the businesses and operations of the Company or any of its Subsidiaries, (d) breach any agreement of the Company or any of its Subsidiaries with any Third Party or (e) in the reasonable judgment of the Company, result in the disclosure of trade secrets of a Third Party or violate its 's or its Subsidiaries’ obligations to a Third Party with respect to confidentiality; provided that the Company will use reasonable best efforts to obtain the consent of the Third Parties to the inspection or disclosuresubsidiaries' normal business activities. Until the Closing, Parent Acquisition and the Merger Subs Lennar each will, and will cause their Representatives each of its representatives to, hold all information they receive it receives as a result of their its access to the properties, books, books and records and personnel of the Company or its subsidiaries in confidence, except to the extent that information (ai) is or becomes available to the public (other than through a breach of this Agreement), (bii) becomes available to Parent Acquisition or the Merger Subs Lennar from a Third Party that third party which, insofar as Acquisition or Lennar is aware, is not under an obligation to the Company, or to a subsidiary of the Company, to keep the information confidential, (ciii) was known to Parent Acquisition, Lennar or its Affiliates (which includes the Merger Subs) any other of Lennar's subsidiaries before it was made available to Parent Acquisition or the Merger Subs Lennar or their Representatives its representative by the Company or a subsidiary, (div) otherwise is independently developed by Parent Acquisition, Lennar or Merger Subs another of Lennar's subsidiaries, or their Affiliates, (ev) Parent Acquisition or Lennar reasonably believes is required to be included in the Registration StatementOffering Documents, the Schedule TO or the Proxy Statement or another document filed with or furnished to the SEC, or (f) Parent reasonably determines, based on advice of legal counsel, that Parent is required to disclose in response to legal process or an order of a court or other Governmental EntityStatement. If this Agreement is terminated before the First Effective Time, Parent Acquisition and the Merger Subs Lennar each will, at the request of the Company, deliver to the Company all documents and other material obtained by Parent Acquisition or either of the Merger Subs Lennar from the Company or a subsidiary in connection with the transactions which are the subject of this Agreement or evidence that that material has been destroyed by Parent Acquisition or the Merger SubsLennar.

Access to Properties, Books and Records. Subject to Section 5.7(b), from (a) From the date of this Agreement until the earlier of the First Effective Time or the time this Agreement is terminated in accordance with Article VIITime, the Company will, and will cause each of its Subsidiaries subsidiaries to, give Representatives representatives of Parent and the Merger Subs, or of any potential lenders or other sources of financing to Parent or the Merger Subs for financing to be used by Parent and its Subsidiaries after the Mergers, full Sema access during normal business hours to all of their respective properties, books and records and cooperate in all other respects with efforts of Sema to personnel who are knowledgeable about the various aspects of the business prepare for a smooth integration of the Company and its Subsidiariessubsidiaries with Sema and its other subsidiaries at the Effective Time. Notwithstanding the foregoing, the Company shall not be required to provide access to, or cause its Subsidiaries to provide access to, or disclose any information or documents which would (in the reasonable judgment of the Company) be reasonably likely to (a) constitute a waiver of the attorney-client or other privilege held by the Company or any of its Subsidiaries, (b) violate any applicable Laws (and the Company shall be permitted to implement customary “clean-room” or other similar arrangements if the Company reasonably determines, upon advice of outside counsel, that such arrangements are necessary to comply with applicable Law), (c) unreasonably disrupt the businesses and operations of the Company or any of its Subsidiaries, (d) breach any agreement of the Company or any of its Subsidiaries with any Third Party or (e) in the reasonable judgment of the Company, result in the disclosure of trade secrets of a Third Party or violate its or its Subsidiaries’ obligations to a Third Party with respect to confidentiality; provided that the Company will use reasonable best efforts to obtain the consent of the Third Parties to the inspection or disclosure. Until the Closing, Parent and the Merger Subs each Sema will, and will cause their Representatives its representatives to, hold all information they receive it receives as a result of their its access to the properties, books, books and records and personnel of the Company or its subsidiaries in confidence, except to the extent that information (ai) is or becomes available to the public (other than through a breach of this Agreement), (bii) becomes available to Parent Sema or the Merger Subs a subsidiary from a Third Party that third party which, insofar as Sema is aware, is not under an obligation to the Company, or to a subsidiary of the Company, to keep the information confidential, (ciii) was known to Parent Sema or its Affiliates (which includes the Merger Subs) a subsidiary before it was made available to Parent Sema or the Merger Subs or their Representatives its representative by the Company or a subsidiary, (div) otherwise is independently developed by Parent Sema or Merger Subs a subsidiary, or their Affiliates, (ev) Parent Sema reasonably believes is required to be included in the Registration Statement, Statement (including the Proxy Statement Statement/Prospectus which is a part of it) or another document filed with or furnished to the SEC, or (f) Parent any other filing Sema reasonably determines, based on advice of legal counsel, that Parent believes it is required to disclose in response to legal process make with any governmental agency, securities exchange or an order of a court or other Governmental Entitysecurities quotation system. If this Agreement is terminated before prior to the First Effective Time, Parent and the Merger Subs each Sema will, at the request of the Company, deliver to the Company all documents and other material obtained by Parent or either of the Merger Subs Sema from the Company or a subsidiary in connection with the transactions which are the subject of this Agreement or evidence that that material has been destroyed by Parent Sema, except that Sema may retain (i) one copy of all materials for the purposes of, and as long as required by, any law, court or regulatory agency or authority and (ii) any computer records created by automatic archiving and back-up procedures. (b) From the Merger Subsdate of this Agreement until the Effective Time, Sema will, and will cause each of its subsidiaries to, give representatives of the Company access during normal business hours to all of their respective properties, books and records. In any event Sema will promptly advise the Company of, and provide to the Company any and all information reasonably requested by the Company with respect to, any activities related to any transaction involving a possible change of control of Sema. The Company will, and will cause its representatives to, hold all information it receives as a result of its access to the properties, books and records of Sema or its subsidiaries (including information related to any transaction involving a possible change of control of Sema) in confidence, except to the extent that information (i) is or becomes available to the public (other than through a breach of this Agreement), (ii) becomes available to the Company or a subsidiary from a third party which, insofar as the Company is aware, is not under an obligation to Sema, or to a subsidiary of Sema, to keep the information confidential, (iii) was known to the Company or a subsidiary before it was made available to the Company or its representative by Sema or a subsidiary, (iv) otherwise is independently developed by the Company or a subsidiary, or (v) the Company reasonably believes is required to be included in a filing the Company is required to make with any governmental agency, securities exchange or securities quotation system. If this Agreement is terminated prior to the Effective Time, the Company will, at the request of Sema, deliver to Sema all documents and other material obtained by the Company from Sema or a subsidiary in connection with the transactions which are the subject of this Agreement or evidence that that material has been destroyed by the Company, except that the Company may retain (i) one copy of all materials for the purposes of, and as long as required by, any law, court or regulatory agency or authority and (ii) any computer records created by automatic archiving and back-up procedures.