Common use of Books and Records; Access; Assistance Clause in Contracts

Books and Records; Access; Assistance. (a) Subject to any limitations imposed by Law, including limitations that are required to preserve any applicable attorney-client privilege, after the Closing, as applicable, Buyer and Sellers shall make reasonably available to each other and their respective Affiliates and Representatives (as reasonably requested), including for the purpose of coordinating integration activities and transition planning, and to any Taxing Authority or any other Governmental Authority, all books and records to the extent related to the Business, the Acquired Assets or the Assumed Liabilities for all periods prior to the Closing Date and shall use reasonable best efforts to preserve, for at least six (6) years after the Closing Date or, if applicable and later, the expiration of the applicable statutes of limitations or extensions thereof: (i) all such books and records, (ii) Tax Returns to the extent related to the Business, the Acquired Assets or the Products and (iii) government Contract information, records or documents, to the extent relating to the Business or the Acquired Assets, for the required retention period. Buyer and Sellers shall also make available to each other for such period, during normal business hours when reasonably requested, personnel responsible for preparing or maintaining such information, records and documents, each as it relates to the Business, including product Liability and general insurance Liability. Sellers shall have the right to retain copies of all information and documents provided by Sellers to Buyer pursuant to Section 2.1, subject to Section 13.3. The right to access provided by this Section 9.1 shall include the right to make copies of accessed documents, provided that (A) all such copies shall be at the sole cost and expense of the requesting Party, and (B) the Party providing access shall have the right to reasonably redact all such documents. (b) Notwithstanding the foregoing, this Section 9.1 shall not provide Buyer or any Seller (or Representatives of any thereof) any access rights to documents or information of the other Party (i) which access would violate any Laws or obligations regarding the confidentiality thereof (unless any such violation could be and is avoided by the recipient’s execution and delivery of an appropriate confidentiality agreement), (ii) with respect to individual performance or evaluation records to the extent the applicable employee has not consented in writing to the transfer of such records, medical histories, or other personnel-related information the disclosure of which would subject the Party or any of its Affiliates to Liability, (iii) which access would waive any attorney-client, work product, or like privilege, or (iv) for the purpose of use in connection with potential or actual litigation, arbitration or mediation between Buyer or any Affiliate of Buyer, on the one hand, and any Seller or any Affiliate of any Seller, on the other hand (nor, for the avoidance of doubt, shall Buyer or any Seller or any of their respective Affiliates have any right to use any document or information obtained from the other pursuant to this Section 9.1 in any such Proceeding).

Books and Records; Access; Assistance. (a) Subject to any limitations imposed by Law, including limitations that are required to preserve any applicable attorney-client privilege, after the Closing, as applicable, Buyer Buyers and Sellers shall make reasonably available to each other and their respective Affiliates and Representatives (as reasonably requested), including for the purpose of coordinating integration activities and transition planning, ) and to any Taxing Authority taxing authority or any other Governmental Authority, all books and records to the extent related relating to the Business, the Acquired Assets or and the Assumed Liabilities for all periods prior to the Closing Date and shall use reasonable best efforts to preserve, for at least six (6) years after the Closing Date or, if applicable and later, the expiration of the applicable statutes of limitations or extensions extension thereof: (i) all such books and records, (ii) Tax work papers, Tax information statements, Tax documents and Tax Returns to the extent related pertaining to the Business, the Acquired Assets or the Products that apply to Claims asserted for Taxes related to the matters addressed in such work papers, information statements, documents and returns and (iii) government Contract information, records or documents, to the extent relating to the Business or the Acquired Assets, for the required retention period. Buyer Buyers and Sellers shall also make available to each other for such periodother, during normal business hours when reasonably requested, personnel responsible for preparing or maintaining such information, records and documents, in connection with governmental Contracts, each as it relates to the Business, including product Liability and general insurance Liability. Sellers shall have the right to retain copies of all information and documents provided by Sellers to Buyer Buyers pursuant to Section 2.1, subject to Section 13.3. The right to access provided by this Section 9.1 shall include the right to make copies of accessed documents, provided that (A) all such copies shall be at the sole cost and expense of the requesting Party, and (B) the Party providing access shall have the right to reasonably redact all such documents. (b) In the event of, and for so long as any Party hereto (or its Affiliates) is prosecuting, participating in, contesting or defending any Proceeding, whenever filed or made, in connection with or involving (i) any transaction contemplated under this Agreement or (ii) the conduct or operation of the Business prior to or after the Closing, the other Party hereto shall, and shall cause its respective Affiliates to, (A) cooperate with it and its counsel in, and assist it and its counsel with, the contest or defense, (B) make available its personnel (including for purposes of fact finding, consultation, interviews, depositions and, if required, as witnesses), and (C) provide such information, testimony and documents, including, but not limited to, books and records, Tax Returns, Contracts, and commitments of the Business, whether stored in paper, electronic, or other format, during normal business hours and upon reasonable notice, in each case as shall be reasonably necessary in connection with the contest or defense, all at the sole cost and expense (not including employee compensation and benefits costs) of the prosecuting, participating, contesting or defending Party. The covenants in this Section 9.1(b) shall not be deemed to limit the access and cooperation to be provided to Sellers or Buyers pursuant to Section 6.4 or Section 9.1(a). (c) Notwithstanding the foregoing, this Section 9.1 shall not provide any Buyer or any Seller (or Representatives Representative of any thereof) any access rights to documents or information of the other Party (i) which access would violate any Laws or obligations regarding the confidentiality thereof (unless any such violation could be and is avoided by the recipient’s execution and delivery of an appropriate confidentiality agreement), (ii) with respect to individual performance or evaluation records to the extent the applicable employee has not consented in writing to the transfer of such records, medical histories, or other personnel-related information the disclosure of which would subject the Party or any of its Affiliates to Liability, (iii) which access would waive any attorney-client, work product, or like privilege, or (iv) for the purpose of use in connection with potential or actual litigation, arbitration or mediation between any Buyer or any Affiliate of any Buyer, on the one hand, and any Seller or any Affiliate of any Seller, on the other hand (nor, for the avoidance of doubt, shall any Buyer or any Seller or any of their respective Affiliates have any right to use any document or information obtained from the other pursuant to this Section 9.1 in any such Proceeding).

Books and Records; Access; Assistance. (a) Subject to any limitations imposed by Law, including limitations that are required to preserve any applicable attorney-client privilege, and subject to Section 13.3, after the Closing, as applicable, Buyer and Sellers shall shall, at no cost to the other, make reasonably available (x) to each other and their respective Affiliates and Representatives (Representatives, as reasonably requested)requested and, including for in the purpose case of coordinating integration activities and transition planningSellers, only in connection with the preparation of Tax Returns, the preparation of financial statements, or any investigations or litigation brought by a Governmental Authority, and (y) to any Taxing Authority or any other Governmental Authority, in each case all books and records to the extent related to the Business, the Transferred Group, the Transferred Group Assets, the Acquired Assets or the Assumed Liabilities for all periods prior to the Closing Date (other than any Consolidated Tax Returns) and shall use reasonable best efforts to preserve, for at least six (6) years after the Closing Date or, if applicable and later, the expiration of the applicable statutes of limitations or extensions thereof: (i) all such books and records, (ii) Tax Returns to the extent related solely pertaining to the Business, the Transferred Group, the Transferred Group Assets, the Acquired Assets or the Products (other than any Consolidated Tax Returns) and (iii) government Contract information, records or documents, to the extent relating to the Business Business, the Transferred Group, the Transferred Group Assets, the Acquired Assets or the Acquired AssetsAssumed Liabilities, for the required retention period. Buyer and Sellers shall also make available to each other for such period, during normal business hours when reasonably requestedrequested and, in the case of Sellers, only in connection with the preparation of Tax Returns, the preparation of financial statements, or any investigations or litigation brought by a Governmental Authority, personnel responsible for preparing or maintaining such information, records and documents, in each case as it relates to the Business, including product Liability and general insurance Liability. Sellers shall have the right to retain copies of all information and documents provided by Sellers to Buyer pursuant to Section 2.1, subject to Section 13.3. The right to access provided by this Section 9.1 shall include the right to make copies of accessed documents, provided that (A) all such copies shall be at the sole cost and expense of the requesting Party, and (B) the . The Party providing access under this Section 9.1 shall have the right to reasonably redact all such documents. (b) Notwithstanding the foregoing, this Section 9.1 shall not provide Buyer or any Seller (or Representatives of any thereof) any access rights to documents or information of the other Party (i) which access would violate any Laws or obligations regarding the confidentiality thereof (unless any such violation could be and is avoided by the recipient’s execution and delivery of an appropriate confidentiality agreement), (ii) with respect to individual performance or evaluation records to the extent the applicable employee has not consented in writing to the transfer of such records, medical histories, histories or other personnel-related information information, the disclosure of which would would, in a Party’s good faith opinion, subject the Party or any of its Affiliates to risk of Liability, (iii) which access would waive any attorney-client, work product, or like privilege, or (iv) for the purpose of use in connection with potential or actual litigation, arbitration or mediation between Buyer or any Affiliate of Buyer, on the one hand, and any Seller or any Affiliate of any Seller, on the other hand (nor, for the avoidance of doubt, shall Buyer or any Seller or any of their respective Affiliates have any right to use any document or information obtained from the other pursuant to this Section 9.1 in any such Proceeding).

Books and Records; Access; Assistance. (a) Subject to any limitations imposed by Law, including limitations that are required to preserve any applicable attorney-client privilege, after the Closing, as applicable, Buyer Buyers and Sellers shall make reasonably available to each other and their respective Affiliates and Representatives (as reasonably requested), including for the purpose of coordinating integration activities and transition planning, ) and to any Taxing Authority taxing authority or any other Governmental Authority, all books and records to the extent related relating to the Business, the Acquired Assets or and the Assumed Liabilities for all periods prior to the Closing Date and shall use reasonable best efforts to preserve, for at least six (6) years after the Closing Date or, if applicable and later, the expiration of the applicable statutes of limitations or extensions extension thereof: (i) all such books and records, (ii) Tax work papers, Tax information statements, Tax documents and Tax Returns to the extent related pertaining to the Business, the Acquired Assets or the Products that apply to Claims asserted for Taxes related to the matters addressed in such work papers, information OC\1994682.10 statements, documents and returns and (iii) government Contract information, records or documents, to the extent relating to the Business or the Acquired Assets, for the required retention period. Buyer Buyers and Sellers shall also make available to each other for such periodother, during normal business hours when reasonably requested, personnel responsible for preparing or maintaining such information, records and documents, in connection with governmental Contracts, each as it relates to the Business, including product Liability and general insurance Liability. Sellers shall have the right to retain copies of all information and documents provided by Sellers to Buyer Buyers pursuant to Section 2.1, subject to Section 13.3. The right to access provided by this Section 9.1 shall include the right to make copies of accessed documents, provided that (A) all such copies shall be at the sole cost and expense of the requesting Party, and (B) the Party providing access shall have the right to reasonably redact all such documents. (b) In the event of, and for so long as any Party hereto (or its Affiliates) is prosecuting, participating in, contesting or defending any Proceeding, whenever filed or made, in connection with or involving (i) any transaction contemplated under this Agreement or (ii) the conduct or operation of the Business prior to or after the Closing, the other Party hereto shall, and shall cause its respective Affiliates to, (A) cooperate with it and its counsel in, and assist it and its counsel with, the contest or defense, (B) make available its personnel (including for purposes of fact finding, consultation, interviews, depositions and, if required, as witnesses), and (C) provide such information, testimony and documents, including, but not limited to, books and records, Tax Returns, Contracts, and commitments of the Business, whether stored in paper, electronic, or other format, during normal business hours and upon reasonable notice, in each case as shall be reasonably necessary in connection with the contest or defense, all at the sole cost and expense (not including employee compensation and benefits costs) of the prosecuting, participating, contesting or defending Party. The covenants in this Section 9.1(b) shall not be deemed to limit the access and cooperation to be provided to Sellers or Buyers pursuant to Section 6.4 or Section 9.1(a). (c) Notwithstanding the foregoing, this Section 9.1 shall not provide any Buyer or any Seller (or Representatives Representative of any thereof) any access rights to documents or information of the other Party (i) which access would violate any Laws or obligations regarding the confidentiality thereof (unless any such violation could be and is avoided by the recipient’s execution and delivery of an appropriate confidentiality agreement), (ii) with respect to individual performance or evaluation records to the extent the applicable employee has not consented in writing to the transfer of such records, medical histories, or other personnel-related information the disclosure of which would subject the Party or any of its Affiliates to Liability, (iii) which access would waive any attorney-client, work product, or like privilege, or (iv) for the purpose of use in connection with potential or actual litigation, arbitration or mediation between any Buyer or any Affiliate of any Buyer, on the one hand, and any Seller or any Affiliate of any Seller, on the other hand (nor, for the avoidance of doubt, shall any Buyer or any Seller or any of their respective Affiliates have any right to use any document or information obtained from the other pursuant to this Section 9.1 in any such Proceeding).

Books and Records; Access; Assistance. (a) Subject to any limitations imposed by Law, including limitations that are required to preserve any applicable attorney-client privilege, after For a period of six (6) years following the Closing, as applicable, Buyer and Sellers shall make reasonably available Seller will, upon reasonable notice, provide access to each the financial and other and their respective Affiliates and Representatives (as reasonably requested)records, including for the purpose of coordinating integration activities and transition planninginformation, and to any Taxing Authority or any other Governmental Authority, all books and records to the extent related and Tax Returns solely pertaining to the Business, the Acquired Assets or the Assumed Liabilities for all periods Products of the Business (other than any Consolidated Tax Returns) (a) relating to the period prior to the Closing Date and to the extent necessary or useful for Seller or its Affiliates in connection with any audit, investigation, dispute or litigation, in each case with a third party, or with or by any Governmental Authority, or any other reasonable business purpose, or to comply with any tax, accounting, regulatory or similar requirements or (b) to the extent requested by Buyer for any reason; provided, that any such access by Buyer or Seller shall not unreasonably interfere with the conduct of Buyer’s or Seller’s business. Buyer and Seller shall use reasonable best efforts to preserve, for at least six (6) years after the Closing Date or, if applicable and later, the expiration of the applicable statutes of limitations or extensions thereof: (i) all such financial and other records, information and books and records, and (ii) Tax Returns to the extent related solely pertaining to the Business, the Acquired Assets or the Products and (iii) government Contract information, records or documents, to the extent relating to the Business or the Acquired Assets, for the required retention periodother than any Consolidated Tax Returns). Buyer and Sellers shall also make available to each other for such period, during normal business hours when reasonably requested, personnel responsible for preparing or maintaining such information, records and documents, each as it relates to the Business, including product Liability and general insurance Liability. Sellers Seller shall have the right to retain copies of all information and documents provided by Sellers Seller to Buyer pursuant to Section 2.12.1 and copies of all other Books and Records, subject in each case to Section 13.3the extent such information, documents or Books and Records includes information related to the Retained Business; provided that such copies shall be deemed Buyer Information. The right to access provided by this Section 9.1 shall include the right to make copies of accessed documents; provided, provided that (A) all such copies shall be at the sole cost and expense of the requesting Party, and (B) the . The Party providing access under this Section 9.1 shall have the right to reasonably redact all such documents. (b) Notwithstanding the foregoing, this Section 9.1 shall not provide Buyer or any Seller (or Representatives or Subsidiaries of any thereof) any access rights to documents or information of the other Party (i) which access would violate any Laws or obligations regarding the confidentiality thereof (unless any such violation could be and is avoided by the recipient’s execution and delivery of an appropriate confidentiality agreement), (ii) with respect to individual performance or evaluation records to the extent the applicable employee has not consented in writing to the transfer of such records, medical histories, histories or other personnel-related information information, the disclosure of which would would, in a Party’s good faith opinion, subject the Party or any of its Affiliates to Liability, risk of Liability or (iii) which access would waive any attorney-client, work product, or like privilege, or privilege (iv) for the purpose of use in connection with potential or actual litigation, arbitration or mediation between it being understood that Buyer or any Affiliate of Buyer, on the one hand, and any Seller or any Affiliate of any Seller, on the other hand (nor, for the avoidance of doubt, shall Buyer or any Seller or any of their respective Affiliates have any right take reasonable actions to use any document or information obtained from the other pursuant to this Section 9.1 in eliminate any such Proceedingimpediments set forth in clauses (i) through (iii) to providing such information).