Common use of Access to Records and Personnel Clause in Contracts

Access to Records and Personnel. (a) The parties shall retain the books, records, documents, instruments, accounts, correspondence, writings, evidences of title and other papers relating to the Water Business and the Purchased Assets in their possession (the "Books and Records") for at least seven years following the ----------------- Closing Date or for such longer period as may be required by law or any applicable court order or until the expiration of the relevant representation or warranty under any of the Transaction Documents. (b) The parties will allow each other reasonable access to such Books and Records, or copies thereof, and to personnel having knowledge of the whereabouts and/or contents of such Books and Records and other relevant information, for legitimate business reasons, such as the preparation of Tax Returns or the defense of litigation. The disclosing party shall be entitled to recover from the requesting party its out-of-pocket costs (including copying costs) incurred in providing such Books and Records and/or personnel to the other party. The requesting party will hold in confidence all confidential information identified as such by, and obtained from, the disclosing party, any of its officers, agents, representatives or employees, provided, however, that -------- ------- information of the type which would be excluded from the confidentiality provisions of the Confidentiality Agreement in accordance with such agreement shall not be deemed to be confidential information for purposes of this Section 6.5. (c) Nothing in this Section 6.5 shall require either party to violate any agreement with any third parties regarding the confidentiality of confidential and proprietary information; provided, however, that in the event -------- ------ that either party is required under this Section 6.5 to disclose any such information, that party shall use all commercially reasonable efforts to seek to obtain such third party's consent to the disclosure of such information.

Access to Records and Personnel. (a) The parties Buyer shall retain the books, records, documents, instruments, accounts, correspondence, writings, evidences of title and other papers (in each case, including electronic versions thereof) relating to the Water Business and the Purchased Assets in their Buyer's possession (the "Books and Records") for at least seven years following the ----------------- period of time set forth in its records retention policies, if any, on the Closing Date or for such longer period as may be required by law Law or any applicable court order order. Seller may make and retain such copies of books and records, prior to Closing, as Seller reasonably deems necessary, which copies shall be subject to the confidentiality provisions of this Agreement. Buyer shall also retain any and all Books and Records as directed by Seller that relate to any ongoing litigation, investigation, Action or proceeding until the expiration such time as Buyer is notified of the relevant representation or warranty under any conclusion of the Transaction Documentssuch matter. (b) The parties will allow each other reasonable access to such Books and Records, or copies thereof, and to personnel having knowledge of the whereabouts and/or contents of such Books and Records and other relevant informationRecords, for legitimate business reasons, such as the preparation of Tax Returns tax returns or the defense of litigationlitigation and responding to data requests from Governmental Entities. The disclosing Each party shall be entitled to recover from the requesting party its out-of-pocket costs (including copying costs) incurred in providing such Books and Records records and/or personnel to the other party. The requesting party will hold in confidence all confidential information identified as such by, and obtained from, the disclosing party, any of its officers, agents, representatives or employees, provided, however, that -------- ------- information which (i) was in the public domain; (ii) was in fact known to the requesting party prior to disclosure by the disclosing party, its officers, agents, representatives or employees; or (iii) becomes known to the requesting party from or through a third party not under an obligation of non-disclosure to the type which would be excluded from the confidentiality provisions of the Confidentiality Agreement in accordance with such agreement disclosing party, shall not be deemed to be confidential information for purposes of this Section 6.5. (c) Nothing in this Section 6.5 shall require either party to violate any agreement with any third parties regarding the confidentiality of confidential and proprietary information; provided, however, that in the event -------- ------ that either party is required under this Section 6.5 to disclose any such information, that party shall use all commercially reasonable efforts to seek to obtain such third party's consent to the disclosure of such information.

Access to Records and Personnel. (a) The parties Buyer shall retain (or use reasonable efforts to cause the Companies after Closing to retain) the books, records, documents, instruments, accounts, correspondence, writings, evidences of title and other papers (in each case, including electronic versions thereof) relating to the Water Business or the Companies and the Purchased Assets in their possession period before Closing (the "“Books and Records"”) for at least seven years following the ----------------- period of time set forth in its records retention policies on the Closing Date or for such longer period as may be required by law Law or any applicable court order but in any event for at least seven (7) years. After the seven-year period, before Buyer or the Companies shall dispose of any such Books and Records, Buyer shall give at least forty-five (45) days’ prior written notice to such effect to Seller, and Seller shall be given the opportunity, at its expense, to remove and retain all or any part of such Books and Records as Seller may elect. Notwithstanding the foregoing, Buyer shall retain (or cause the Companies to retain) for such longer periods any and all material Books and Records that relate to any ongoing litigation, investigation, Action or proceeding until the expiration such time as Buyer is notified of the relevant representation or warranty under any final conclusion of the Transaction Documentssuch matter. (b) The parties will allow each other reasonable access to such Books and Records, or copies thereof, and to personnel having knowledge of the whereabouts and/or contents of such Books and Records and other relevant informationRecords, for legitimate business reasons, such as the preparation of Tax Returns or the defense of litigationlitigation and responding to data requests from Governmental Entities. The disclosing Each party shall be entitled to recover from the requesting party its out-of-pocket costs (including copying costs) incurred in providing such Books and Records records and/or personnel to the other party. The requesting party will hold in confidence (except as required by applicable Law, and then only after giving the disclosing party an opportunity to seek an appropriate remedy) all confidential information identified as such by, and obtained from, the disclosing party, any of its officers, agents, representatives or employees, provided, however, that -------- ------- information which (i) was in the public domain; (ii) was in fact known to the requesting party prior to disclosure by the disclosing party, its officers, agents, representatives or employees; or (iii) becomes known to the requesting party from or through a third party not under an obligation of non-disclosure to the type which would be excluded from the confidentiality provisions of the Confidentiality Agreement in accordance with such agreement disclosing party, shall not be deemed to be confidential information for purposes of this Section 6.5. (c) Nothing in this Section 6.5 shall require either party to violate any agreement with any third parties regarding the confidentiality of confidential and proprietary information; provided, however, that in the event -------- ------ that either party is required under this Section 6.5 to disclose any such information, that party shall use all commercially reasonable efforts to seek to obtain such third party's consent to the disclosure of such information.

Access to Records and Personnel. (a) The parties Buyer shall retain (or use commercially reasonable efforts to cause the Company after Closing to retain) the books, records, documents, instruments, accounts, correspondence, writings, evidences of title and other papers (in each case, including electronic versions thereof) relating to the Water Business or the Company and the Purchased Assets in their possession period before Closing (the "“Books and Records"”) for at least seven years following the ----------------- period of time set forth in its records retention policies on the Closing Date or for such longer period as may be required by law Law or any applicable Order or other court order but in any event for at least seven (7) years. After the seven-year period, before Buyer or the Company shall dispose of any such Books and Records, Buyer shall give at least forty-five (45) days’ prior written notice to such effect to Seller, and Seller shall be given the opportunity, at its expense, to remove and retain all or any part of such Books and Records as Seller may elect. Notwithstanding the foregoing, Buyer shall retain (or cause the Company to retain) for such longer periods any and all material Books and Records that relate to any ongoing litigation, investigation, Action or proceeding until the expiration such time as Buyer is notified of the relevant representation or warranty under any final conclusion of the Transaction Documentssuch matter. (b) The parties will allow each other reasonable access to such Books and Records, or copies thereof, and to personnel having knowledge of the whereabouts and/or and contents of such Books and Records and other relevant informationRecords, for legitimate business reasons, such as the preparation of Tax Returns or the defense of litigationlitigation and responding to data requests from Governmental Entities. The disclosing Each party shall be entitled to recover from the requesting party its out-of-pocket costs (including copying costs) incurred in providing such Books records and Records and/or personnel to the other party. The requesting party will hold in confidence (except as required by applicable Law, and then only after giving the disclosing party an opportunity to seek an appropriate remedy) all confidential information identified as such by, and obtained from, the disclosing party, party or any of its officers, agents, representatives or employeesRepresentatives, provided, however, that -------- ------- information which (i) was in the public domain; (ii) was in fact known to the requesting party prior to disclosure by the disclosing party or its Representatives; or (iii) becomes known to the requesting party from or through a third party not under an obligation of non-disclosure to the type which would be excluded from the confidentiality provisions of the Confidentiality Agreement in accordance with such agreement disclosing party, shall not be deemed to be confidential information for purposes of this Section 6.5. (c) Nothing in this Section 6.5 shall require either party to violate any agreement with any third parties regarding the confidentiality of confidential and proprietary information; provided, however, that in the event -------- ------ that either party is required under this Section 6.5 to disclose any such information, that party shall use all commercially reasonable efforts to seek to obtain such third party's consent to the disclosure of such information.