Common use of After the Closing Clause in Contracts

After the Closing. Seller shall, and shall cause its Affiliates to, preserve, in accordance with Seller’s, or its applicable Affiliates’, standard document retention policies and until the earlier to occur of (i) such date as such books and records are transferred to Buyer or its Affiliates or (ii) the end of the Retention Period, all pre-Closing Date books and records of the Acquired Companies and the Business (including any Business Data) that have not been transferred to Buyer. During such period, upon any reasonable request from Buyer or its Representatives, the member of the Seller Group holding such books and records shall (i) provide to Buyer or any of its Representatives reasonable access to such books and records during normal business hours; provided, however, that such access shall not unreasonably interfere with the conduct of the business of Seller or any of its Affiliates holding such books and records and (ii) permit Buyer or any of its authorized Representatives to make copies of such books and records, in each case, at no cost to Buyer or its applicable Representatives (provided that Xxxxx will reimburse Seller for reasonable out-of-pocket costs or expenses incurred by Seller). Nothing herein shall require Parent, Seller or any of its Affiliates to disclose any information to Buyer if such disclosure would (A) jeopardize any applicable attorney-client privilege, the work product immunity or any other applicable legal privilege or similar doctrine, (B) contravene any applicable Law or contractual confidentiality obligation, (C) jeopardize the health and safety of any employee of Seller or any of its Subsidiaries, in light of COVID-19 or any COVID-19 Measures or (D) result in competitive harm to Seller or any of its Subsidiaries, it being understood that Seller shall use its reasonable best efforts to make other arrangements (including redacting information or entering into joint defense agreements), in the case of each of clauses (A) to (D), that would enable any otherwise required disclosure to Buyer or its Representatives to occur without so jeopardizing any such privilege or immunity or contravening such applicable Law or contractual confidentiality obligation or jeopardizing health and safety or resulting in competitive harm or (E) require Parent, Seller or any of its Affiliates to disclose its Tax records (except for Tax records exclusively of, or with respect to, the Acquired Companies or the Business). Such books and records may be requested under this Section 9.5(b) for any reasonable business purpose, including to the extent reasonably required in connection with accounting, litigation, financial reporting, federal securities disclosure, compliance with contractual obligations of Buyer or any of its Affiliates or review of the Closing Statement.

After the Closing. Seller shallDate Borrower shall not enter into any lease agreement affecting any portion of the Project other than an Approved Lease. For purposes hereof, and an "Approved Lease" shall cause its Affiliates to, preserve, in accordance with Seller’s, or its applicable Affiliates’, standard document retention policies and until the earlier to occur of mean (i) such date as such books each Existing Lease and records are transferred to Buyer or its Affiliates or all extensions and renewals thereof, (ii) the end any fully executed lease agreement between Borrower and a particular tenant relating to any portion of the Retention PeriodProject which is on a form of lease which has been approved in writing by Lender, all pre-Closing Date books provides for a term of no more than five (5) years and records covers less than 5,000 square feet of leasable space, and (iii) any lease which has been approved in writing by Lender. In any event, not more than five percent (5%) of the Acquired Companies and leasable space in the Project shall be leased to any one or more Affiliates of Borrower or either Guarantor or any Person which is indebted to Borrower or either Guarantor or any Person in which Borrower or either Guarantor possesses an ownership interest. Within ten (10) Business (including any Business Data) that have not been transferred Days after receipt by Lender of Borrower's written request for Lender's approval or rejection of a proposed Approved Lease together with a copy of such proposed Approved Lease, Lender shall notify Borrower whether it approves or rejects such proposed Approved Lease; if Lender fails to Buyer. During so notify Borrower within such time period, upon Lender shall be deemed to have approved such proposed Approved Lease. Borrower shall deliver to Lender a copy of each Approved Lease within five (5) Business Days after it is fully executed. If required by Lender, in conjunction with the execution of an Approved Lease relating to any reasonable request from Buyer or its Representativesportion of the Project, the member of the Seller Group holding such books tenant thereunder shall execute an Estoppel Certificate and records shall (i) provide Subordination, Non-Disturbance and Attornment Agreement in form and substance satisfactory to Buyer or any of its Representatives reasonable access to such books and records during normal business hours; provided, however, that such access shall not unreasonably interfere with the conduct of the business of Seller or any of its Affiliates holding such books and records and (ii) permit Buyer or any of its authorized Representatives to make copies of such books and records, in each case, at no cost to Buyer or its applicable Representatives (provided that Xxxxx will reimburse Seller for reasonable out-of-pocket costs or expenses incurred by Seller). Nothing herein shall require Parent, Seller or any of its Affiliates to disclose any information to Buyer if such disclosure would (A) jeopardize any applicable attorney-client privilege, the work product immunity or any other applicable legal privilege or similar doctrine, (B) contravene any applicable Law or contractual confidentiality obligation, (C) jeopardize the health and safety of any employee of Seller or any of its Subsidiaries, in light of COVID-19 or any COVID-19 Measures or (D) result in competitive harm to Seller or any of its Subsidiaries, it being understood that Seller shall use its reasonable best efforts to make other arrangements (including redacting information or entering into joint defense agreements), in the case of each of clauses (A) to (D), that would enable any otherwise required disclosure to Buyer or its Representatives to occur without so jeopardizing any such privilege or immunity or contravening such applicable Law or contractual confidentiality obligation or jeopardizing health and safety or resulting in competitive harm or (E) require Parent, Seller or any of its Affiliates to disclose its Tax records (except for Tax records exclusively of, or with respect to, the Acquired Companies or the Business). Such books and records may be requested under this Section 9.5(b) for any reasonable business purpose, including to the extent reasonably required in connection with accounting, litigation, financial reporting, federal securities disclosure, compliance with contractual obligations of Buyer or any of its Affiliates or review of the Closing StatementLender.

After the Closing. Seller shallBuyer shall pay, perform and shall cause its Affiliates to, preserve, in accordance with Seller’s, or its applicable Affiliates’, standard document retention policies and until the earlier to occur of discharge (i) such date any New York, New Jersey or Pennsylvania state or local sales tax which is required by law to be paid by Buyer as such books a result of purchasing and records are transferred to Buyer or its Affiliates or taking possession of the Acquired Assets (collectively, the "Sales Tax Liability"); (ii) the end of the Retention Period, all pre-Closing Date books those charges and records of operating expenses associated with the Acquired Companies Phones and the Business as it relates thereto which are incurred in the ordinary course of business on and after the Closing Date; and (including any Business Dataiii) that have not been transferred to Buyer. During such period, upon any reasonable request from Buyer or its Representatives, the member liabilities and obligations of the Seller Group holding Sellers arising on and after and to be performed on and after the Closing Date under the Cleartel Contract and such books Contracts and records shall (i) provide Service Agreements as are included in the Acquired Assets and in fact assigned to Buyer or any of its Representatives reasonable access to such books and records during normal business hours; provided, however, that such access shall not unreasonably interfere with the conduct of the business of Seller or any of its Affiliates holding such books and records and (ii) permit Buyer or any of its authorized Representatives to make copies of such books and records, in each case, at no cost to Buyer or its applicable Representatives (provided that Xxxxx will reimburse Seller for reasonable out-of-pocket costs or expenses incurred by Seller). Nothing herein shall require Parent, Seller or any of its Affiliates to disclose any information to Buyer if such disclosure would (A) jeopardize any applicable attorney-client privilege, the work product immunity or any other applicable legal privilege or similar doctrine, (B) contravene any applicable Law or contractual confidentiality obligation, (C) jeopardize the health and safety of any employee of Seller or any of its Subsidiaries, in light of COVID-19 or any COVID-19 Measures or (D) result in competitive harm to Seller or any of its Subsidiaries, it being understood that Seller shall use its reasonable best efforts to make other arrangements (including redacting information or entering into joint defense agreements)or, in the case of each of clauses (A) consents to (Dassign which have not been properly obtained therefor, where and for so long as the benefits under the Cleartel Contract and such Contracts and Service Agreements are in fact made available to Buyer), other than those liabilities and obligations resulting from a breach by any Seller before the Closing Date of the Cleartel Contracts or any such Contracts or Service Agreements (items (i), (ii) and (iii) above being hereinafter collectively referred to as the "Assumed Liabilities"). The Sellers expressly acknowledge and agree that would enable Buyer does not and shall not assume any liabilities and obligations of any Seller (i) in respect of the Cleartel Contract or any Contract or Service Agreement if the same is neither transferred nor assigned to, or the benefits under which are not otherwise required disclosure made available to Buyer or its Representatives to occur without so jeopardizing on and after the Closing Date; (ii) for the payment of any such privilege or immunity or contravening such applicable Law or contractual confidentiality obligation or jeopardizing health Taxes whatsoever (excepting the Sales Tax Liability); and safety or resulting (iii) other than those expressly defined as Assumed Liabilities in competitive harm or (E) require Parent, Seller or any of its Affiliates to disclose its Tax records (except for Tax records exclusively of, or with respect to, the Acquired Companies or the Business). Such books and records may be requested under this Section 9.5(b) for any reasonable business purpose, including to the extent reasonably required in connection with accounting, litigation, financial reporting, federal securities disclosure, compliance with contractual obligations of Buyer or any of its Affiliates or review of the Closing Statement2.14.

After the Closing. Seller shallIf the transactions contemplated hereby are consummated, and each of the Principal Stockholders shall cause its Affiliates tomaintain the confidentiality of all confidential, preserve, in accordance with Seller’ssensitive, or its applicable Affiliates’, standard document retention policies and until the earlier to occur of (i) such date as such books and records are transferred to Buyer or its Affiliates or (ii) the end proprietary information of the Retention Period, all pre-Closing Date books and records of the Acquired Companies and the Business (including any Business Data) that have not been transferred to Buyer. During such period, upon any reasonable request from Buyer or its Representatives, the member of the Seller Group holding such books and records shall (i) provide to Buyer or any of its Representatives reasonable access to such books and records during normal business hours; provided, however, that such access shall not unreasonably interfere with the conduct of the business of Seller or any of its Affiliates holding such books and records and (ii) permit Buyer or any of its authorized Representatives to make copies of such books and records, in each case, at no cost to Buyer or its applicable Representatives (provided that Xxxxx will reimburse Seller for reasonable out-of-pocket costs or expenses incurred by Seller). Nothing herein shall require Parent, Seller or any of its Affiliates to disclose any information to Buyer if such disclosure would (A) jeopardize any applicable attorney-client privilege, the work product immunity or any other applicable legal privilege or similar doctrine, (B) contravene any applicable Law or contractual confidentiality obligation, (C) jeopardize the health and safety of any employee of Seller or Surviving Corporation and/or any of its Subsidiaries, including without limitation with respect to their respective businesses, finances, affairs, and technology, which shall be and remain the exclusive property of the Surviving Corporation and/or such Subsidiary, as the case may be, and unless previously authorized in light writing by Holding, and except with respect to information that has otherwise become public through no action or omission on the part of COVID-19 any of the Principal Stockholders, shall not disclose any such information to any third party, or use it for any COVID-19 Measures purpose other than in the discharge of such Principal Stockholder's respective employment responsibilities in the ordinary course of the Surviving Corporation's business. Notwithstanding the foregoing, if any of the Principal Stockholders is required by law or (D) result in competitive harm regulation to Seller disclose any confidential, sensitive, or proprietary information of the Surviving Corporation and/or any of its Subsidiaries, it being understood such Principal Stockholder will provide each of the Surviving Corporation and Holding with prompt notice of such disclosure obligation so that Seller shall use its reasonable best efforts the Surviving Corporation and/or Holding may seek a protective order or take other appropriate action and/or waive compliance with this Section 9.1(b) to make other arrangements (including redacting information or entering into joint defense agreements)the extent of such required disclosure. In the absence of such a waiver, if any of the Principal Stockholders is, in the case opinion of each of clauses (A) his counsel, compelled to (D), that would enable any otherwise required disclosure to Buyer or its Representatives to occur without so jeopardizing disclose any such privilege information upon pain of liability for contempt or immunity other censure or contravening penalty, such applicable Law Principal Stockholder may disclose such information to the relevant court or contractual confidentiality obligation other tribunal or jeopardizing health and safety or resulting in competitive harm or (E) require Parentgovernmental authority without liability hereunder, Seller or any of its Affiliates to disclose its Tax records (except for Tax records exclusively ofbut notwithstanding such disclosure, or with respect to, the Acquired Companies or the Business). Such books and records may be requested such information shall remain confidential under this Section 9.5(b9.1(b) for any reasonable business purpose, including to the extent reasonably required in connection with accounting, litigation, financial reporting, federal securities after such disclosure, compliance with contractual obligations of Buyer or any of its Affiliates or review of the Closing Statement.

After the Closing. Seller shallBuyer shall not, and shall cause its Representatives and Affiliates not to, preservedirectly or indirectly, for a period of the longer of (a) three (3) years after the Closing Date and (b) until such information no longer constitutes a trade secret under applicable Law, without the prior written consent of Seller, disclose to any third party (other than each other and their respective Representatives) any confidential information with respect to the Retained Businesses or included in accordance with Seller’s, or its applicable Affiliates’, standard document retention policies and until the earlier Excluded Assets; provided that the foregoing restriction shall not (a) apply to occur of any information that (i) such date is or becomes generally available to, or known by, the public (other than as such books and records are transferred a result of disclosure in violation of this Section 5.16(b) or any other confidentiality obligations owed to Seller), (ii) is or becomes generally available to Buyer from a source other than Seller or its Affiliates or (ii) the end Representatives, provided that such source is not known by Buyer to be bound by a duty of the Retention Period, all pre-Closing Date books and records of the Acquired Companies and the Business (including any Business Data) that have not been transferred to Buyer. During such period, upon any reasonable request from Buyer confidentiality with Seller or its RepresentativesAffiliates, the member of the Seller Group holding such books and records shall (i) provide to Buyer or any of its Representatives reasonable access to such books and records during normal business hours; provided, however, that such access shall not unreasonably interfere with the conduct of the business of Seller or any of its Affiliates holding such books and records and (ii) permit Buyer or any of its authorized Representatives to make copies of such books and records, in each case, at no cost to Buyer or its applicable Representatives (provided that Xxxxx will reimburse Seller for reasonable out-of-pocket costs or expenses incurred by Seller). Nothing herein shall require Parent, Seller or any of its Affiliates to disclose any information to Buyer if such disclosure would (A) jeopardize any applicable attorney-client privilege, the work product immunity or any other applicable legal privilege or similar doctrine, (B) contravene any applicable Law or contractual confidentiality obligation, (C) jeopardize the health and safety of any employee of Seller or any of its Subsidiaries, in light of COVID-19 or any COVID-19 Measures or (Diii) result in competitive harm to Seller or any of its Subsidiaries, it being understood that Seller shall use its reasonable best efforts to make other arrangements (including redacting information or entering into joint defense agreements), in the case of each of clauses (A) to (D), that would enable any otherwise required disclosure to Buyer or its Representatives to occur without so jeopardizing any such privilege or immunity or contravening such applicable Law or contractual confidentiality obligation or jeopardizing health and safety or resulting in competitive harm or (E) require Parent, Seller or any of its Affiliates to disclose its Tax records (except for Tax records exclusively of, or with respect to, the Acquired Companies or the Business). Such books and records may be requested under this Section 9.5(b) for any reasonable business purpose, including to the extent reasonably required in connection with accounting, litigation, financial reporting, federal securities disclosure, compliance with contractual obligations of can establish was independently developed by Buyer or any of its Affiliates (other than by the Business prior to the Closing), without use of any confidential information with respect to the Retained Businesses or review included in the Excluded Assets, or (b) prohibit any disclosure (i) required by Law or the rules and regulations of any applicable national securities exchange so long as, to the extent legally permissible, Buyer provides Seller with reasonable prior notice of such disclosure and a reasonable opportunity to contest such disclosure or (ii) necessary to be made in connection with the enforcement of any right or remedy relating to any of the Closing StatementTransaction Documents or the transactions contemplated thereby. The Confidentiality Agreement shall remain in full force and effect and shall not be affected by the execution of this Agreement. Effective upon, and only upon, the Closing, the Confidentiality Agreement shall terminate. As soon as reasonably practicable after the date hereof, Seller shall deliver written notice to each Person (other than Buyer and its Affiliates and Representatives) that signed a confidentiality agreement with Seller in connection with any actual or potential proposal by such Person to acquire the Business to promptly return or destroy all confidential information delivered thereunder to the extent required by such confidentiality agreement (to the extent Seller has not already done so).

After the Closing. Seller shallBuyer shall provide, and shall cause its Affiliates toto provide, preserveduring normal business hours and upon reasonable advance notice, the Sellers with such assistance and access as they may reasonably request in connection with the preparation of Tax Returns required to be filed, any audit or other examination by or communication with any governmental authority relating to Taxes or customs duties, any judicial or administrative proceedings relating to liability for Taxes or customs duties, or any claim for refund in respect of Taxes. Such assistance shall include making employees available, during normal business hours and upon reasonable advance notice, to the Sellers and their counsel, providing additional information and explanation of any material to be provided, furnishing to or permitting the copying by the Sellers or their counsel of any records, returns, schedules, documents, work papers or other relevant materials which might reasonably be expected to be used in connection with such return, audit, examination, proceeding or claim. The Sellers will reimburse the Buyer for any out of pocket costs reasonably incurred in providing such assistance. Except to the extent performance hereunder would violate applicable law, Buyer shall, prior to contacting or responding to any governmental Person (or permitting one of its Subsidiaries to contact or respond to any governmental Person) in respect of a matter relating a Special Indemnifiable Item, provide notice to and confer with Sellers as to the reasons for and nature of such contact or response, and, if Sellers acknowledge liability for such matter, Sellers may assume control of such matter in accordance with Seller’sSection 9.4(b) hereof, or if Sellers do not acknowledge responsibility for such matter, Sellers may participate in accordance Section 9.4(c) hereof. The Buyer will, and will cause its applicable Affiliates’Subsidiaries to, standard document retention policies retain for a period of five (5) years after the Closing Date, and until upon the earlier to occur of (i) such date as such books and records are transferred to Buyer or its Affiliates or (ii) the end reasonable request of the Retention PeriodSellers, all pre-Closing Date books and provide, any records of the Acquired Companies and the Business (including any Business Data) that have not been transferred to Buyer. During such period, upon any reasonable request from Buyer or its Representatives, the member of the Seller Group holding such books and records shall (i) provide to Buyer or any of its Representatives reasonable access information which may be relevant to such books and records during normal business hours; provided, however, that such access shall not unreasonably interfere with the conduct of the business of Seller or any of its Affiliates holding such books and records and (ii) permit Buyer or any of its authorized Representatives to make copies of such books and records, in each case, at no cost to Buyer or its applicable Representatives (provided that Xxxxx will reimburse Seller for reasonable out-of-pocket costs or expenses incurred by Seller). Nothing herein shall require Parent, Seller or any of its Affiliates to disclose any information to Buyer if such disclosure would (A) jeopardize any applicable attorney-client privilege, the work product immunity or any other applicable legal privilege or similar doctrine, (B) contravene any applicable Law or contractual confidentiality obligation, (C) jeopardize the health and safety of any employee of Seller or any of its Subsidiaries, in light of COVID-19 or any COVID-19 Measures or (D) result in competitive harm to Seller or any of its Subsidiaries, it being understood that Seller shall use its reasonable best efforts to make other arrangements (including redacting information or entering into joint defense agreements), in the case of each of clauses (A) to (D), that would enable any otherwise required disclosure to Buyer or its Representatives to occur without so jeopardizing any such privilege or immunity or contravening such applicable Law or contractual confidentiality obligation or jeopardizing health and safety or resulting in competitive harm or (E) require Parent, Seller or any of its Affiliates to disclose its Tax records (except for Tax records exclusively of, or with respect to, the Acquired Companies or the Business). Such books and records may be requested under this Section 9.5(b) for any reasonable business purpose, including to the extent reasonably required in connection with accounting, litigation, financial reporting, federal securities disclosurereturn, compliance with contractual obligations of Buyer audit, examination, proceeding or any of its Affiliates or review of the Closing Statementclaim.

After the Closing. Seller shall, and Buyer shall cause the Company to continue to indemnify and hold harmless each present and former director and officer of the Company and its Affiliates Subsidiaries against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities of any nature whatsoever, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to Closing, whether asserted or claimed prior to, preserveat or after the Closing (a "Proceeding"), in accordance with Seller’s, or its applicable Affiliates’, standard document retention policies and until to the earlier to occur of (i) such date as such books and records are transferred to Buyer or its Affiliates or (ii) fullest extent that the end of the Retention Period, all pre-Closing Date books and records of the Acquired Companies and the Business (including any Business Data) that have not been transferred to Buyer. During such period, upon any reasonable request from Buyer or its Representatives, the member of the Seller Group holding such books and records shall (i) provide to Buyer Company or any of its Representatives reasonable access Subsidiaries would have been permitted under applicable law and the certificates of incorporation and by-laws of the Company and its Subsidiaries in effect on the date hereof to indemnify such books and records during normal business hoursperson (including the advancing of expenses as incurred to the fullest extent permitted under applicable law); provided, however, the person to whom such expenses are advanced provides an unsecured undertaking to the Company to repay such advances if it is ultimately determined that such access person is not entitled to indemnification; and provided, further, that any determination required to be made with respect to whether an officer's or director's conduct complies with the standards set forth under applicable law and/or the applicable certificate of incorporation and by-laws of the Company or its Subsidiary providing such indemnity shall be made by independent counsel selected by the Company and Buyer and reasonably acceptable to the indemnified person; and provided, further, that such indemnification and advancement of expenses shall not unreasonably interfere with the conduct of the business of Seller apply to any Proceeding (or any of its Affiliates holding such books and records and (ii) permit Buyer or any of its authorized Representatives to make copies of such books and records, in each case, at no cost to Buyer or its applicable Representatives (provided that Xxxxx will reimburse Seller for reasonable out-of-pocket costs or expenses incurred by Seller). Nothing herein shall require Parent, Seller or any of its Affiliates to disclose any information to Buyer if such disclosure would (A) jeopardize any applicable attorney-client privilege, the work product immunity or any other applicable legal privilege or similar doctrine, (B) contravene any applicable Law or contractual confidentiality obligation, (C) jeopardize the health and safety part of any employee of Seller or any of its SubsidiariesProceeding) which is first initiated by such person (other than in response to a third party claim, in light of COVID-19 or any COVID-19 Measures or (D) result in competitive harm to Seller or any of its Subsidiaries, it being understood that Seller shall use its reasonable best efforts to make other arrangements (including redacting information or entering into joint defense agreements), in the case of each of clauses (A) to (D), that would enable any otherwise required disclosure to Buyer or its Representatives to occur without so jeopardizing any such privilege or immunity or contravening such applicable Law or contractual confidentiality obligation or jeopardizing health and safety or resulting in competitive harm or (E) require Parent, Seller or any of its Affiliates to disclose its Tax records (except for Tax records exclusively of, or with respect to, the Acquired Companies or the Business). Such books and records may be requested under this Section 9.5(b) for any reasonable business purpose, including to the extent reasonably required in connection with accountingan appeal or if another party has initiated a Proceeding on the same matter previously), litigation, financial reporting, federal securities disclosure, compliance with contractual obligations of Buyer or any of Proceeding by such person against the Company, any Subsidiary or its Affiliates directors, officers, employees or review of other persons entitled to be indemnified by the Closing StatementCorporation.

After the Closing. Seller shall, and shall cause its Affiliates to, preserve, in accordance with Seller’s, or its applicable Affiliates’, standard document retention policies and until the earlier to occur of (i) such date as such books Buyer and records are transferred to Buyer or its Affiliates shall not disclose or (ii) the end use, directly or indirectly, any information, whether disclosed through documents, work papers or other materials, orally, or electronically, that is of the Retention Period, all pre-Closing Date books and records of the Acquired Companies and the Business a confidential or proprietary nature related to Seller (including any Business Datainformation obtained in connection with the entering into of this Agreement) that have not been transferred to Buyer. During and shall maintain the confidentiality of all such period, upon any reasonable request from Buyer or its Representatives, the member of the Seller Group holding such books and records shall (i) provide to Buyer or any of its Representatives reasonable access to such books and records during normal business hoursinformation; provided, however, that Buyer may disclose any such access shall not unreasonably interfere with information (A) that is or becomes generally available to the conduct public other than as a result of the business of Seller or any of its Affiliates holding such books and records and (ii) permit Buyer or any of its authorized Representatives to make copies of such books and records, in each case, at no cost to disclosure by Buyer or its applicable Representatives (provided that Xxxxx will reimburse Seller for reasonable out-of-pocket costs or expenses incurred by Seller). Nothing herein shall require Parent, Seller or any of its Affiliates to disclose any information to Buyer if such disclosure would (A) jeopardize any applicable attorney-client privilege, the work product immunity or any other applicable legal privilege or similar doctrineAffiliates, (B) contravene that is or becomes available to Buyer on a non-confidential basis from a source that is not bound by a confidentiality obligation to the Company or Seller, or (C) with the prior written approval of Seller; provided, further, that, to the extent that Buyer or its Affiliates may become legally compelled to disclose any such information by any Governmental Entity or if Buyer or its Affiliates receives written advice of outside counsel that disclosure is required in order to avoid violating any Laws, Buyer or its Affiliates may disclose such information; but only after, if applicable or relevant, they have used all commercially reasonable efforts to afford Seller, at its sole cost and expense, the opportunity to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information required to be disclosed; provided, further, that Buyer may disclose only that portion of such information as is necessary to comply with applicable Law or contractual confidentiality obligationregulation, (C) jeopardize or to enforce its obligations under this Agreement; and provided, further, that this Section 10.12 shall not prohibit or restrict or otherwise limit the health use or disclosure by Buyer and safety its Affiliates of any employee of Seller documents, work papers or any of its Subsidiaries, in light of COVID-19 other materials or any COVID-19 Measures or (D) result in competitive harm information related to Seller or any of its Subsidiaries, it being understood that Seller shall use its reasonable best efforts to make other arrangements (including redacting information or entering into joint defense agreements), in the case of each of clauses (A) to (D), that would enable any otherwise required disclosure to Buyer or its Representatives to occur without so jeopardizing any such privilege or immunity or contravening such applicable Law or contractual confidentiality obligation or jeopardizing health and safety or resulting in competitive harm or (E) require Parent, Seller or any of its Affiliates to disclose its Tax records (except for Tax records exclusively of, or with respect to, the Acquired Group Companies or the Business). Such books . (ii) Seller shall not disclose or use, directly or indirectly, any information, whether disclosed through documents, work papers or other materials, orally, or electronically, that is of a confidential or proprietary nature related to the Group Companies and records shall maintain the confidentiality of all such information; provided, however, that Seller may be requested under this Section 9.5(bdisclose any such information (A) for any reasonable business purposethat is or becomes generally available to the public other than as a result of disclosure by Seller, including (B) that is or becomes available to Seller on a non-confidential basis from a source that is not bound by a confidentiality obligation to Buyer or (C) with the prior written approval of Buyer; provided, further, that, to the extent reasonably that Seller may become legally compelled to disclose any such information by any Governmental Entity or if Seller receives written advice of outside counsel that disclosure is required in order to avoid violating any Laws, Seller may disclose such information; but only after, if applicable or relevant, it has used all commercially reasonable efforts to afford Buyer, at its sole cost and expense, the opportunity to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information required to be disclosed; and provided, further, that Seller may disclose only that portion of such information as is necessary to comply with applicable Law or regulation, in connection with accounting, litigation, financial reporting, federal securities disclosure, compliance with contractual any required Tax disclosures or to enforce its obligations of Buyer or any of its Affiliates or review of the Closing Statementunder this Agreement.

After the Closing. Seller shallshall keep and preserve all medical records and other records of the Business as of Closing that are not delivered to Buyer by Seller and that are required to be kept and preserved by applicable Law or in connection with any claim or controversy pending at Closing involving the Business; provided, and shall cause its Affiliates tothat, preservesubject to the last two (2) sentences of this sub-section, Seller may dispose of such records in accordance with Seller’s’s records retention and disposition policies from time to time in effect. From and after the Closing Date, for such period as is required by Law or in connection with any claim or controversy pending at Closing involving the Business, Buyer and Seller shall retain and make available to representatives of Seller or Buyer, respectively, including its applicable Affiliates’counsel and accountants, standard document retention policies upon reasonable notice, subject to patient confidentiality and until the earlier to occur during regular business hours and at mutually agreeable times, full and complete access to, and copies of (i) at the sole cost and expense of Buyer), any such date as such books and records are transferred to Buyer or its Affiliates or (ii) the end of the Retention Period, all pre-Closing Date books and records of the Business or relating to the Acquired Companies Assets prior to the Closing Date and access to personnel as may be reasonably necessary to comply with applicable Law, prepare tax returns, or to resolve any such pending dispute. Notwithstanding the Business (including any Business Data) that have not been transferred foregoing, should Seller wish to Buyer. During destroy such period, upon any reasonable request from Buyer or its Representatives, the member of the Seller Group holding such books and records shall (i) provide to Buyer or any portion thereof, Seller shall first notify Buyer of its Representatives reasonable access intent and Buyer will have thirty (30) days following its receipt of such notice to such books and records during normal business hours; provided, however, that such access shall not unreasonably interfere with the conduct of the business of notify Seller or any of its Affiliates holding intent to reclaim any such books and records and (ii) permit in whole or in part. Buyer or any of its authorized Representatives to make copies shall take possession of such books and records, in each case, at records no cost to Buyer or its applicable Representatives later than ten (provided that Xxxxx will reimburse Seller for reasonable out-of-pocket costs or expenses incurred by Seller). Nothing herein shall require Parent, Seller or any 10) days following Buyer’s delivery of its Affiliates to disclose any information to Buyer if such disclosure would (A) jeopardize any applicable attorney-client privilege, the work product immunity or any other applicable legal privilege or similar doctrine, (B) contravene any applicable Law or contractual confidentiality obligation, (C) jeopardize the health and safety notice of any employee of Seller or any of its Subsidiaries, in light of COVID-19 or any COVID-19 Measures or (D) result in competitive harm to Seller or any of its Subsidiaries, it being understood that Seller shall use its reasonable best efforts to make other arrangements (including redacting information or entering into joint defense agreements), in the case of each of clauses (A) to (D), that would enable any otherwise required disclosure to Buyer or its Representatives to occur without so jeopardizing any such privilege or immunity or contravening such applicable Law or contractual confidentiality obligation or jeopardizing health and safety or resulting in competitive harm or (E) require Parent, Seller or any of its Affiliates to disclose its Tax records (except for Tax records exclusively of, or with respect to, the Acquired Companies or the Business). Such books and records may be requested under this Section 9.5(b) for any reasonable business purpose, including to the extent reasonably required in connection with accounting, litigation, financial reporting, federal securities disclosure, compliance with contractual obligations of Buyer or any of its Affiliates or review of the Closing Statementintent.

After the Closing. Seller shall, upon Buyer's request from time to time, and shall cause its Affiliates to, preserveupon reasonable notice, in accordance connection with Seller’s, or its applicable Affiliates’, standard document retention policies and until the earlier to occur of (i) such date as such books and records are transferred to preparation by Buyer or its Affiliates or (ii) the end of the Retention PeriodTax returns and for such other purposes as Buyer shall reasonably request, all pre-Closing Date books and records of the Acquired Companies and the Business (including any Business Data) that have not been transferred to Buyer. During such period, upon any reasonable request from Buyer or its Representatives, the member of the Seller Group holding such books and records shall (i) (A) provide to the officers and other authorized representatives of Buyer or any of and its Representatives reasonable access to such books Affiliates timely and records full access, during normal business hours; provided, howeverto any and all premises, that such access shall not unreasonably interfere with the conduct properties, files, books, records, documents and other information of the business Companies and the Company Subsidiaries that are in the possession of Seller's Parent or Seller insofar as it relates to the period prior to the Closing, (B) cause its officers to furnish to Buyer and its authorized representatives copies of any and all financial, technical and operating data and other information pertaining to the Companies and the Company Subsidiaries that are in the possession of Seller's Parent or Seller insofar as it relates to the period prior to the Closing and (C) make available to Buyer and its authorized representatives personnel of Seller or any of its Affiliates holding to consult with such books and records representatives with respect to such matters and (ii) permit make available for inspection and copying by Buyer at Buyer's expense true and complete copies of any documents relating to the foregoing. In exercising their rights under the foregoing provisions of this Section 10.11(b), Buyer and its representatives shall not interfere with Seller's or Seller's Parent's normal operations, and as applicable, shall enter into any such confidentiality agreement as the party providing the information shall reasonably require. Seller shall retain any files, books, records and documents of the Companies and the Company Subsidiaries which are in its possession on the Closing Date for at least six years after the Closing Date. Thereafter, Seller shall give Buyer at least 60 business days prior written notice of the proposed destruction of any such files, books, records or documents and, at the request and expense of Buyer, shall deliver to Buyer any of its authorized Representatives to make copies of such books and recordsfiles, in each casebooks, at no cost to records or documents that Buyer or its applicable Representatives (provided that Xxxxx will reimburse Seller for reasonable out-of-pocket costs or expenses incurred by Seller). Nothing herein shall require Parent, Seller or any of its Affiliates to disclose any information to Buyer if such disclosure would (A) jeopardize any applicable attorney-client privilege, the work product immunity or any other applicable legal privilege or similar doctrine, (B) contravene any applicable Law or contractual confidentiality obligation, (C) jeopardize the health and safety of any employee of Seller or any of its Subsidiaries, in light of COVID-19 or any COVID-19 Measures or (D) result in competitive harm to Seller or any of its Subsidiaries, it being understood that Seller shall use its reasonable best efforts to make other arrangements (including redacting information or entering into joint defense agreements), in the case of each of clauses (A) to (D), that would enable any otherwise required disclosure to Buyer or its Representatives to occur without so jeopardizing any such privilege or immunity or contravening such applicable Law or contractual confidentiality obligation or jeopardizing health and safety or resulting in competitive harm or (E) require Parent, Seller or any of its Affiliates to disclose its Tax records (except for Tax records exclusively of, or with respect to, the Acquired Companies or the Business). Such books and records may be requested under this Section 9.5(b) for any reasonable business purpose, including to the extent reasonably required in connection with accounting, litigation, financial reporting, federal securities disclosure, compliance with contractual obligations of Buyer or any of its Affiliates or review of the Closing Statementrequest.

After the Closing. Seller Buyer shall, at its own expense or at the expense of the Companies, cause each Company to preserve and shall cause its Affiliates to, preserve, in accordance with Seller’skeep, or transport to a storage site of its applicable Affiliates’own selection where it shall preserve and keep, standard document retention policies and until the earlier to occur of (i) such date as such books and records are transferred to Buyer or its Affiliates or (ii) the end of the Retention Period, all pre-Closing Date books and records of each of the Acquired Companies and the Business (including any Business Data) that have not been transferred to Buyer. During such period, upon any reasonable request from obtained by Buyer or its Representativesretained by the Companies, including financial or business transaction records, books of original entry, tax records and supporting documents, for a period of seven years from the member Closing Date or such longer period if required under applicable Laws. Within 60 days after the Closing, Seller shall provide Buyer with a list or inventory of the Seller Group holding such books document types and inclusive dates of the records shall (i) provide transmitted to Buyer or retained by the Companies. Buyer shall make or shall cause the Companies to make such acquired or retained records as are dated up to the Closing Date and included in the inventory provided by Seller, including the general ledger and mining reports, available to Seller as may be reasonably requested by Seller in connection with, among other things, any of its Representatives reasonable Seller's financial reporting or Tax filing obligations, for a period of seven years from the Closing Date or such longer period if required under applicable Laws. For a period of 15 years after the Closing Date, Buyer shall notify Seller in writing, on an annual basis, of the document types and, if applicable, inclusive dates of any such retained records, that it or the Companies intend to destroy during the following one-year period. If Seller desires access to such books and records during normal business hours; providedfor a period of time longer than specified in Buyer's annual notice, howeverSeller shall notify Buyer in writing, that such access shall not unreasonably interfere with the conduct more than 60 days following Seller's receipt of the business of Seller or any Buyer's annual notice, of its Affiliates holding desire to retain such books records, and Buyer shall deliver, or cause the Companies to deliver, such records and (ii) permit to Seller. If Seller does not notify Buyer of its desire to retain records within such 60-day period, Buyer or any of its authorized Representatives to make copies the Companies may dispose of such books and records, in each case, at no cost records according to Buyer or its applicable Representatives (provided that Xxxxx will reimburse Seller for reasonable out-of-pocket costs or expenses incurred by Seller). Nothing herein shall require Parent, Seller or any of its Affiliates to disclose any information to Buyer if such disclosure would (A) jeopardize any applicable attorney-client privilege, the work product immunity or any other applicable legal privilege or similar doctrine, (B) contravene any applicable Law or contractual confidentiality obligation, (C) jeopardize the health and safety of any employee of Seller or any of its Subsidiaries, in light of COVID-19 or any COVID-19 Measures or (D) result in competitive harm to Seller or any of its Subsidiaries, it being understood that Seller shall use its reasonable best efforts to make other arrangements (including redacting information or entering into joint defense agreements), prudent records management practices in the case ordinary course of each of clauses (A) to (D), that would enable any otherwise required disclosure to Buyer or its Representatives to occur without so jeopardizing any such privilege or immunity or contravening such applicable Law or contractual confidentiality obligation or jeopardizing health and safety or resulting in competitive harm or (E) require Parent, Seller or any of its Affiliates to disclose its Tax records (except for Tax records exclusively of, or with respect to, the Acquired Companies or the Business). Such books and records may be requested under this Section 9.5(b) for any reasonable business purpose, including to the extent reasonably required in connection with accounting, litigation, financial reporting, federal securities disclosure, compliance with contractual obligations of Buyer or any of its Affiliates or review of the Closing Statementbusiness.

After the Closing. the Buyer shall promptly file for approval by BOEM the necessary documents in order to reflect the change in ownership of the Equity Interests of the Company from the Seller shallto the Buyer (and the Buyer shall take such other action as may be necessary to obtain such approval from BOEM), and the Seller shall cause its Affiliates tocooperate in taking any action as may be necessary and reasonable in order for BOEM to recognize such change in the ownership of the Equity Interests of the Company. Notwithstanding anything herein to the contrary, preserve, in accordance with Seller’s, or its applicable Affiliates’, standard document retention policies and until the earlier to occur of Seller acknowledges that (i) such date no delay by the BOEM in the approval of any name change with respect to the Company (including as such books and records are transferred to Buyer or its Affiliates required by Section 6(e)) or (ii) the end Company’s continued use of its current name in all filings with the BOEM and BSEE until such approval has been obtained shall constitute a breach of the Retention PeriodBuyer’s obligations under this Agreement. To the extent required by any Governmental Authority or any applicable Law, after the Closing the Buyer will cause the Company to maintain right-of-way bonds or any other surety bonds as may be required by, and in accordance with, all pre-Closing Date books Laws governing the ownership and records operation of the Acquired Companies federal Outer Continental Shelf rights-of-way relating to (x) the Xxxxxx Island Pipeline System, the Xxxxxx Island System, and the Business Xxxxxxxxxx System, and (including y) if the Interest Exclusion Option is not exercised with respect thereto, ECam and South Pass. The Buyer acknowledges that any Business Data) that have not been transferred to Buyer. During such periodand all bonds, upon any reasonable request from Buyer or its Representativesletters of credit, indemnities and guarantees posted by the member of the Seller Group holding such books and records shall (i) provide to Buyer or any of its Representatives reasonable access to such books and records during normal business hours; provided, however, that such access shall not unreasonably interfere with the conduct of the business of Seller or any of its Affiliates holding such books (other than the Company) with Governmental Authorities and records relating to any of the assets or operations of the Company (the “Existing Surety Instruments”) shall not inure to the benefit of the Company or any of its Affiliates after the Closing or be transferred to the Buyer, the Company or any of their Affiliates after the Closing and (ii) permit Buyer or any of its authorized Representatives agrees to make copies of such books and records, in each case, at no cost to Buyer promptly reimburse the Seller or its applicable Representatives (provided that Xxxxx will reimburse Seller for reasonable out-of-pocket costs Affiliate in cash, in full, in the event of any draw, call or expenses incurred by Seller). Nothing herein shall require Parent, other event giving rise to any payment obligation on the part of the Seller or any of its Affiliates to disclose any information to Buyer if such disclosure would (A) jeopardize any applicable attorney-client privilege, the work product immunity or any other applicable legal privilege or similar doctrine, (B) contravene any applicable Law or contractual confidentiality obligation, (C) jeopardize the health and safety of any employee of Seller or any of its Subsidiariestheir respective surety’s or other institutions with respect to any of the Existing Surety Instruments relating to the federal Outer Continental Shelf rights-of-way relating to (x) the Xxxxxx Island Pipeline System, the Xxxxxx Island System, and the Xxxxxxxxxx System, and (y) if the Interest Exclusion Option is not exercised with respect thereto, ECam and South Pass, will not inure to the benefit of the Company after Closing, or be transferred to the Buyer, in light of COVID-19 or any COVID-19 Measures or (D) result each case for so long as such Existing Surety Instruments remain outstanding and in competitive harm to Seller or any of its Subsidiaries, it being understood that Seller shall use its reasonable best efforts to make other arrangements (including redacting information or entering into joint defense agreements), in the case of each of clauses (A) to (D), that would enable any otherwise required disclosure to Buyer or its Representatives to occur without so jeopardizing any such privilege or immunity or contravening such applicable Law or contractual confidentiality obligation or jeopardizing health and safety or resulting in competitive harm or (E) require Parent, Seller or any of its Affiliates to disclose its Tax records (except for Tax records exclusively of, or with respect to, the Acquired Companies or the Business). Such books and records may be requested under this Section 9.5(b) for any reasonable business purpose, including to the extent reasonably required in connection with accounting, litigation, financial reporting, federal securities disclosure, compliance with contractual obligations of Buyer or any of its Affiliates or review of the Closing Statementeffect.

After the Closing. Buyer will during normal business ------ hours and on reasonable notice provide Seller shall(and its representatives including counsel, independent auditors and shall cause its Affiliates togovernmental agencies) with access to all information, preservefiles, in accordance with Seller’s, or its applicable Affiliates’, standard document retention policies and until the earlier to occur of (i) such date as such books documents and records are transferred in Buyer's possession or under Buyer's control relating to Buyer or the Hospital, its Affiliates or (ii) the end of the Retention Period, all pre-Closing Date books and records of the Acquired Companies and the Business (including any Business Data) that have not been transferred to Buyer. During such period, upon any reasonable request from Buyer or its Representatives, the member of the Seller Group holding such books and records shall (i) provide to Buyer employees or any of its Representatives the Assets which Seller reasonably requires with respect to, and will cooperate with Seller at Seller's expense with regard to, any reasonable business purpose, including, without limitation, the preparation, filing, handling and appeal of any tax returns or other reports for periods ending on or prior to the Closing Date and the Seller Cost Reports and any amendments thereto, compliance with governmental requirements and regulations, and the prosecution or defense of third party claims. In addition, during the period from the Closing Date through the date which is six months thereafter (the "Period"), Buyer will provide and make available to Seller and Parent for their exclusive use, the 5 offices (the "Offices") currently used by certain corporate office staff of Parent as well as additional office space in the professional office building of the Hospital for use by certain of Seller's billing and collection staff, which Space shall comprise approximately 1900 square feet (the "Additional Space" and collectively, with the Offices, the "Space") and any common areas necessary for use in connection with Seller's or Parent's use of the Space, which Space shall include access to such books Meditech computer terminal lines and records during normal business hours; provided, however, that such telephone and telecopy access shall not unreasonably interfere with the conduct and be occupied exclusively by corporate office staff and billing and collection staff or other staff or representatives of the business of Seller or any of its Affiliates holding such books and records and (ii) permit Buyer or any of its authorized Representatives to make copies of such books and recordsParent, in each case, at no cost as may be designated by Parent from time to time for their continued use during the Period. In exchange for the above described exclusive right to occupy and use the Space, Seller shall pay Buyer an aggregate amount equal to $1,900 per month, payable monthly in advance on the first business day of each month and prorated for any partial months, which amount represents all fees, costs, and expenses to be paid by Seller pursuant to this Section 4.4 in connection with Seller's and Parent's use of the Space, including, without limitation, all charges for utilities and janitorial services, except that Seller shall be responsible for and shall pay to Buyer or its applicable Representatives (provided that Xxxxx will reimburse Seller for reasonable promptly after receipt of proper invoices therefor, out-of-pocket costs or expenses long distance telephone and telecopy charges incurred by Seller), Parent or their employees, agents or representatives at the Space. Nothing herein shall require ParentIn the event that at any time during the Period through the date which is 15 days prior to the last day of the Period, Seller or any shall provide Buyer with written notice of its Affiliates intent to disclose any information to extend its use of the Space beyond the end of the Period, Buyer if such disclosure would (A) jeopardize any applicable attorney-client privilege, shall provide and make available the work product immunity or any other applicable legal privilege or similar doctrine, (B) contravene any applicable Law or contractual confidentiality obligation, (C) jeopardize the health and safety of any employee of Seller or any of its Subsidiaries, in light of COVID-19 or any COVID-19 Measures or (D) result in competitive harm Space to Seller or any and Parent for one additional period of its Subsidiaries, it being understood that Seller shall use its reasonable best efforts to make other arrangements (including redacting information or entering into joint defense agreements), six months on the same terms and conditions contained in the case of each of clauses (A) to (D), that would enable any otherwise required disclosure to Buyer or its Representatives to occur without so jeopardizing any such privilege or immunity or contravening such applicable Law or contractual confidentiality obligation or jeopardizing health and safety or resulting in competitive harm or (E) require Parent, Seller or any of its Affiliates to disclose its Tax records (except for Tax records exclusively of, or with respect to, the Acquired Companies or the Business). Such books and records may be requested under this Section 9.5(b) for any reasonable business purpose, including to the extent reasonably required in connection with accounting, litigation, financial reporting, federal securities disclosure, compliance with contractual obligations of Buyer or any of its Affiliates or review of the Closing Statement.4.4

After the Closing. Seller shall, and shall cause its Affiliates to, preserve, in accordance with Seller’s, or its applicable Affiliates’, standard document retention policies and until the earlier to occur of (i) such date as such books Buyer and records are transferred to Buyer or its Affiliates shall not disclose or (ii) the end use, directly or indirectly, any information, whether disclosed through documents, work papers or other materials, orally, or electronically, that is of the Retention Period, all pre-Closing Date books and records of the Acquired Companies and the Business a confidential or proprietary nature related to Seller (including any Business Datainformation obtained in connection with the entering into of this Agreement) that have not been transferred to Buyer. During and shall maintain the confidentiality of all such period, upon any reasonable request from Buyer or its Representatives, the member of the Seller Group holding such books and records shall (i) provide to Buyer or any of its Representatives reasonable access to such books and records during normal business hoursinformation; provided, however, that Buyer may disclose any such access shall not unreasonably interfere with information (A) that is or becomes generally available to the conduct public other than as a result of the business of Seller or any of its Affiliates holding such books and records and (ii) permit Buyer or any of its authorized Representatives to make copies of such books and records, in each case, at no cost to disclosure by Buyer or its applicable Representatives (provided that Xxxxx will reimburse Seller for reasonable out-of-pocket costs or expenses incurred by Seller). Nothing herein shall require Parent, Seller or any of its Affiliates to disclose any information to Buyer if such disclosure would (A) jeopardize any applicable attorney-client privilege, the work product immunity or any other applicable legal privilege or similar doctrineAffiliates, (B) contravene that is or becomes available to Buyer on a non-confidential basis from a source that is not bound by a confidentiality obligation to the Company or Seller, or (C) with the prior written approval of Seller; provided, further, that, to the extent that Buyer or its Affiliates may become legally compelled to disclose any such information by any Governmental Entity or if Buyer or its Affiliates receives advice of outside counsel that disclosure is required in order to avoid violating any Laws, Buyer or its Affiliates may disclose such information; but only after, if applicable or relevant, they have used all commercially reasonable efforts to afford Seller, at its sole cost and expense, the opportunity to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information required to be disclosed; provided, further, that Buyer may disclose only that portion of such information as is necessary to comply with applicable Law or contractual regulation, or to enforce its obligations under this Agreement; and provided, further, that this Section 9.13 shall not prohibit or restrict or otherwise limit the use or disclosure by Buyer and its Affiliates of any documents, work papers or other materials or information related to the Company or the Business. (ii) Seller shall not disclose or use, directly or indirectly, any information, whether disclosed through documents, work papers or other materials, orally, or electronically, that is of a confidential or proprietary nature related to the Company and shall maintain the confidentiality obligationof all such information; provided, however, that Seller may disclose any such information (A) that is or becomes generally available to the public other than as a result of disclosure by Seller, (B) that is or becomes available to Seller on a non-confidential basis from a source that is not bound by a confidentiality obligation to Buyer or (C) jeopardize with the health and safety prior written approval of Buyer; provided, further, that, to the extent that Seller may become legally compelled to disclose any employee such information by any Governmental Entity or if Seller receives advice of outside counsel that disclosure is required in order to avoid violating any Laws, Seller may disclose such information; but only after, if applicable or any of its Subsidiaries, in light of COVID-19 or any COVID-19 Measures or (D) result in competitive harm to Seller or any of its Subsidiariesrelevant, it being understood has used all commercially reasonable efforts to afford Buyer, at its sole cost and expense, the opportunity to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information required to be disclosed; and provided, further, that Seller shall use its reasonable best efforts may disclose only that portion of such information as is necessary to make other arrangements (including redacting information or entering into joint defense agreements), in the case of each of clauses (A) to (D), that would enable any otherwise required disclosure to Buyer or its Representatives to occur without so jeopardizing any such privilege or immunity or contravening such comply with applicable Law or contractual confidentiality obligation or jeopardizing health and safety or resulting in competitive harm or (E) require Parentregulation, Seller or any of its Affiliates to disclose its Tax records (except for Tax records exclusively of, or with respect to, the Acquired Companies or the Business). Such books and records may be requested under this Section 9.5(b) for any reasonable business purpose, including to the extent reasonably required in connection with accounting, litigation, financial reporting, federal securities disclosure, compliance with contractual any required Tax disclosures or to enforce its obligations of Buyer or any of its Affiliates or review of the Closing Statementunder this Agreement.

After the Closing. Seller shall, and shall cause its Affiliates to, preserve, in accordance with Seller’s, or its applicable Affiliates’, standard document retention policies and until the earlier to occur of (i) such date as such books Buyer and records are transferred to Buyer or its Affiliates shall not disclose or (ii) the end use, directly or indirectly, any information, whether disclosed through documents, work papers or other materials, orally, or electronically, that is of the Retention Period, all pre-Closing Date books and records of the Acquired Companies and the Business a confidential or proprietary nature related to Seller (including any Business Datainformation obtained in connection with the entering into of this Agreement) that have not been transferred to Buyer. During and shall maintain the confidentiality of all such period, upon any reasonable request from Buyer or its Representatives, the member of the Seller Group holding such books and records shall (i) provide to Buyer or any of its Representatives reasonable access to such books and records during normal business hoursinformation; provided, however, that Buyer may disclose any such access shall not unreasonably interfere with information (A) that is or becomes generally available to the conduct public other than as a result of the business of Seller or any of its Affiliates holding such books and records and (ii) permit Buyer or any of its authorized Representatives to make copies of such books and records, in each case, at no cost to disclosure by Buyer or its applicable Representatives (provided that Xxxxx will reimburse Seller for reasonable out-of-pocket costs or expenses incurred by Seller). Nothing herein shall require Parent, Seller or any of its Affiliates to disclose any information to Buyer if such disclosure would (A) jeopardize any applicable attorney-client privilege, the work product immunity or any other applicable legal privilege or similar doctrineAffiliates, (B) contravene that is or becomes available to Buyer on a non-confidential basis from a source that is not bound by a confidentiality obligation to the Company or Seller, or (C) with the prior written approval of Seller; provided, further, that, to the extent that Buyer or its Affiliates may become legally compelled to disclose any such information by any Governmental Entity or if Buyer or its Affiliates receives written advice of outside counsel that disclosure is required in order to avoid violating any Laws, Buyer or its Affiliates may disclose such information; but only after, if applicable or relevant, they have used all commercially reasonable efforts to afford Seller, at its sole cost and expense, the opportunity to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information required to be disclosed; provided, further, that Buyer may disclose only that portion of such information as is necessary to comply with applicable Law or contractual confidentiality obligationregulation, (C) jeopardize or to enforce its obligations under this Agreement; and provided, further, that this Section 10.12 shall not prohibit or restrict or otherwise limit the health use or disclosure by Buyer and safety its Affiliates of any employee of Seller documents, work papers or any of its Subsidiaries, in light of COVID-19 other materials or any COVID-19 Measures or (D) result in competitive harm information related to Seller or any of its Subsidiaries, it being understood that Seller shall use its reasonable best efforts to make other arrangements (including redacting information or entering into joint defense agreements), in the case of each of clauses (A) to (D), that would enable any otherwise required disclosure to Buyer or its Representatives to occur without so jeopardizing any such privilege or immunity or contravening such applicable Law or contractual confidentiality obligation or jeopardizing health and safety or resulting in competitive harm or (E) require Parent, Seller or any of its Affiliates to disclose its Tax records (except for Tax records exclusively of, or with respect to, the Acquired Group Companies or the Business). Such books . (ii) Seller shall not disclose or use, directly or indirectly, any information, whether disclosed through documents, work papers or other materials, orally, or electronically, that is of a confidential or proprietary nature related to the Group Companies and records shall maintain the confidentiality of all such information; provided, however, that Seller may be requested under this Section 9.5(bdisclose any such information (A) for any reasonable business purposethat is or becomes generally available to the public other than as a result of disclosure by Seller, including (B) that is or becomes available to Seller on a non-confidential basis from a source that is not bound by a confidentiality obligation to Buyer or (C) with the prior written approval of Buyer; provided, further, that, to the extent reasonably that Seller may become legally compelled to disclose any such information by any Governmental Entity or if Seller receives written advice of outside counsel that disclosure is required in order to avoid violating any Laws, Seller may disclose such information; but only after, if applicable or relevant, it has used all commercially reasonable efforts to afford Buyer, at its sole cost and expense, the opportunity to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information required to be disclosed; and provided, further, that Seller may disclose only that portion of such information as is necessary to comply with applicable Law or regulation, in connection with accounting, litigation, financial reporting, federal securities disclosure, compliance with contractual any required Tax disclosures or to enforce its obligations of Buyer or any of its Affiliates or review of the Closing Statementunder this Agreement. Section 10.13. [Reserved].

After the Closing. Purchaser and Seller shall promptly make available or cause to be made available to the other, as reasonably requested including for purposes of disclosure to any Taxing authority, all information, records or documents relating to Tax liabilities, potential Tax liabilities, or refunds of or relating to the Kendro Entities for all periods prior to or including the Closing Xxxx xnd shall preserve all such information, records and documents until the expiration of the period referred to in Section 5.1. Purchaser and Seller shall cooperate with respect to the filing of any Income Tax Return pursuant to Section 10.2, and Purchaser shall cause the Kendro Entities to sign or provide any necessary powers of attorney xx xxspect of Income Tax Returns to be filed by Seller pursuant to Section 10.2(a). With respect to any Seller's Refunds that Seller is entitled to pursue pursuant to the last sentence in Section 10.3, Purchaser shall, and shall cause its Affiliates the Kendro Entities to, preservecooperate with Seller with respect to any claim xxx Xeller's Refunds (including filing, at Seller's request, any such claim or any amended Tax Return with respect thereto). Purchaser and Seller shall reasonably cooperate with each other with respect to any Tax Proceeding. Purchaser shall prepare and provide to Seller any federal, state, local and foreign Tax information packages reasonably requested by Seller for Seller's use in accordance with Seller’s, preparing its Tax Returns or its applicable Affiliates’, standard document retention policies and until the earlier to occur of (i) such date as such books and records are transferred to Buyer or its Affiliates or (ii) the end those of the Retention Period, all pre-Closing Date books and records of the Acquired Companies and the Business (including any Business Data) that have not been transferred Kendro Entities which it is required to Buyer. During such period, upon any reasonable request from Buyer or its Representatives, the member of the Seller Group holding such books and records shall (i) provide file pursuant to Buyer or any of its Representatives reasonable access to such books and records during normal business hours; provided, however, that such access shall not unreasonably interfere with the conduct of the business of Seller or any of its Affiliates holding such books and records and (ii) permit Buyer or any of its authorized Representatives to make copies of such books and records, in each case, at no cost to Buyer or its applicable Representatives (provided that Xxxxx will reimburse Seller for reasonable out-of-pocket costs or expenses incurred by Seller). Nothing herein shall require Parent, Seller or any of its Affiliates to disclose any information to Buyer if such disclosure would (A) jeopardize any applicable attorney-client privilege, the work product immunity or any other applicable legal privilege or similar doctrine, (B) contravene any applicable Law or contractual confidentiality obligation, (C) jeopardize the health and safety of any employee of Seller or any of its Subsidiaries, in light of COVID-19 or any COVID-19 Measures or (D) result in competitive harm to Seller or any of its Subsidiaries, it being understood that Seller shall use its reasonable best efforts to make other arrangements (including redacting information or entering into joint defense agreements), in the case of each of clauses (A) to (D), that would enable any otherwise required disclosure to Buyer or its Representatives to occur without so jeopardizing any such privilege or immunity or contravening such applicable Law or contractual confidentiality obligation or jeopardizing health and safety or resulting in competitive harm or (E) require Parent, Seller or any of its Affiliates to disclose its Tax records (except for Tax records exclusively of, or with respect to, the Acquired Companies or the BusinessSection 00.0(a). Such books Tax information packages shall be completed by Purchaser and records may be requested under this Section 9.5(b) for any reasonable business purpose, including provided to Seller within 90 days after Seller's request therefor. Each party shall bear its own expenses in complying with the extent reasonably required in connection with accounting, litigation, financial reporting, federal securities disclosure, compliance with contractual obligations of Buyer or any of its Affiliates or review of the Closing Statementforegoing provisions.

After the Closing. Seller shallAcquirer and the Shareholders shall promptly notify each other in writing of any demand or claim for Taxes received by the Shareholders or the Acquirer from any Tax authority with respect to any adjustment by such Tax authority of the allocation of purchase price set forth in the Section 338(h)(10) Forms where, as a result of such adjustment to the allocation of purchase price in any such demand or claim, (x) the total amount of federal and state income tax payable by the Shareholders resulting from the Section 338(h)(10) Elections would exceed (y) the total amount of federal and state income tax that would have been payable by the Shareholders had the Shares been sold and no Section 338(h)(10) Elections were made (such excess, if any, is referred to as the "Additional Tax"). The failure of the Shareholders to promptly notify Acquirer of any such demand or claim shall not forfeit the right to indemnity pursuant to this Section 12.05(b) except to the extent that such failure prejudices the ability to defend such claim. Acquirer may elect to defend against such claim, suit, action or proceeding, at its own expense, through counsel of its own choice, provided that such election is made in writing to the Shareholders no later than thirty (30) days following notice to Acquirer of any such adjustment, and shall cause its Affiliates to, preserve, in accordance with Seller’s, or its applicable Affiliates’, standard document retention policies and until the earlier to occur of (i) such date as such books and records are transferred to Buyer or its Affiliates or (ii) the end further provided that counsel for any of the Retention Period, all pre-Closing Date books Shareholders shall be allowed to participate and records consult with Acquirer's counsel as to any such defense. The Acquirer shall pay to the Shareholders an amount such that the sum of the Acquired Companies Purchase Price and the Business (including any Business Dataamount payable by the Acquirer to the Shareholders pursuant to this Section 12.05(b) that have not been transferred plus penalties and interest, if any, attributable to Buyer. During such period, upon any reasonable request from Buyer or its Representatives, the member adjustment in the allocation of the Seller Group holding such books purchase price (the "Gross-up Payment"), net of federal and records shall (istate income taxes payable by the Shareholders in respect thereof, is equal to the amount the Shareholders would have received had the Shares been sold and no Section 338(h)(10) provide to Buyer or any Elections had been made, net of its Representatives reasonable access to such books federal and records during normal business hoursstate income taxes payable by the Shareholders in respect thereof; provided, however, that such access the Acquirer shall not unreasonably interfere with the conduct of the business of Seller or any of its Affiliates holding such books and records and (ii) permit Buyer or any of its authorized Representatives only be required to make copies of such books and records, in each case, at no cost to Buyer or its applicable Representatives (provided that Xxxxx will reimburse Seller for reasonable outa Gross-of-pocket costs or expenses incurred by Seller). Nothing herein shall require Parent, Seller or any of its Affiliates to disclose any information to Buyer if such disclosure would (A) jeopardize any applicable attorney-client privilege, the work product immunity or any other applicable legal privilege or similar doctrine, (B) contravene any applicable Law or contractual confidentiality obligation, (C) jeopardize the health and safety of any employee of Seller or any of its Subsidiaries, in light of COVID-19 or any COVID-19 Measures or (D) result in competitive harm to Seller or any of its Subsidiaries, it being understood that Seller shall use its reasonable best efforts to make other arrangements (including redacting information or entering into joint defense agreements), in the case of each of clauses (A) to (D), that would enable any otherwise required disclosure to Buyer or its Representatives to occur without so jeopardizing any such privilege or immunity or contravening such applicable Law or contractual confidentiality obligation or jeopardizing health and safety or resulting in competitive harm or (E) require Parent, Seller or any of its Affiliates to disclose its Tax records (except for Tax records exclusively of, or with respect to, the Acquired Companies or the Business). Such books and records may be requested under this Section 9.5(b) for any reasonable business purpose, including up Payment to the extent reasonably of any Additional Tax is attributable to an adjustment in the allocation of purchase price, and the Acquirer shall not be required in connection with accountingto make any Gross-up Payment to the extent any Additional Tax is attributable to any other cause, litigation, financial reporting, federal securities disclosure, compliance with contractual obligations of Buyer reason or any of its Affiliates or review of the Closing Statementfactor.