Common use of Books and Records; Access to Information Clause in Contracts

Books and Records; Access to Information. (a) To the extent not previously assigned, contributed, conveyed, transferred, delivered, and accepted in accordance with Section 2.2(a) or Section 2.3, from and after the Distribution Time, (i) SWBI shall, and shall cause the other members of the SWBI Group to, assign, contribute, convey transfer, and deliver to AOUT or any AOUT Designee any books and records that are AOUT Assets (or copies of relevant portions thereof if such books and records also contain information not related to the Outdoor Products and Accessories Business) found to be in the possession of SWBI or any other member of the SWBI Group in accordance with the applicable terms of the Transition Services Agreement and the applicable schedules thereto; provided that, without limiting any express delivery requirements under this Section 4.1(a) and the terms of the Transition Services Agreement, neither SWBI nor any other member of the SWBI Group shall be required to conduct any general search or investigation of its files for such books and records other than with respect to Commercial Data, and (ii) AOUT shall, and shall cause the other members of the AOUT Group to, assign, contribute, convey, transfer, and deliver to SWBI or any SWBI Designee any books and records that are SWBI Assets (or copies of relevant portions thereof if such books and records also contain information not related to the Firearm Business) found to be in the possession of AOUT or any other member of the AOUT Group in accordance with the applicable terms of the Transition Services Agreement and the applicable schedules thereto; provided that, without limiting any express delivery requirements under this Section 4.1(a) and the terms of the Transition Services Agreement, neither AOUT nor any other member of the AOUT Group shall be required to conduct any general search or investigation of its files for such books and records other than with respect to Commercial Data. (b) Without limiting the express transfer and delivery requirements of Section 4.1(a) or any Ancillary Agreement, for a period of six years after the Distribution Date, each Group shall afford promptly the other Group and its agents and, to the extent required by Applicable Law, authorized representatives of any Governmental Authority of competent jurisdiction, reasonable access (which shall include, to the extent reasonably requested, the right to make copies) during normal business hours to its books of account, financial, and other records (including accountant’s work papers, to the extent any required consents have been obtained), information (excluding any Commercial Data), employees and auditors to the extent necessary or useful for such other Group in connection with any audit, investigation, dispute, or litigation, complying with their obligations under this Agreement or any Ancillary Agreement, any regulatory proceeding, any regulatory filings, complying with reporting disclosure requirements or any other requirements imposed by any Governmental Authority or any other reasonable business purpose of the Group requesting such access; provided that (i) any such access shall not unreasonably interfere with the conduct of the business of the Group providing such access, and (ii) if any Group reasonably determines that affording any such access to the other Group would be commercially detrimental in any material respect or violate any Applicable Law or agreement to which any member of such Group is a party, or waive or adversely affect its ability to successfully assert any claim of attorney-client, business strategy, work product, common interest, or similar protection or privilege (collectively, “Privileges” and each, a “Privilege”), applicable to any member of such Group, the parties shall use commercially reasonable efforts to permit the compliance with such request in a manner that avoids any such harm or consequence. (c) Without limiting the express assignment, contribution, conveyance, transfer, and delivery requirements of Section 4.1(a) or any Ancillary Agreement, until the end of the first full AOUT fiscal year occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each party shall use, and shall, to the fullest extent permitted by Applicable Law, cause the other members of its Group to use, its commercially reasonable efforts to cooperate with the other Group’s information requests (other than with respect to any Commercial Data) to enable: (i) the other Group to meet its timetable for dissemination of its earnings releases, financial statements, and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) the other Group’s auditors timely to complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Group, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder, and any other Applicable Laws.

Books and Records; Access to Information. (a) To the extent not previously assigned, contributed, conveyed, transferred, delivered, and accepted transferred in accordance with Section 2.2(a2.02(a) or Section 2.32.03, from and after the Distribution TimeDate, (i) SWBI VF shall, and shall cause the other members of the SWBI VF Group to, assign, contribute, convey transfer, and deliver to AOUT Kontoor Brands or any AOUT Kontoor Brands Designee any books and records that are AOUT Kontoor Brands Assets (or copies of relevant portions thereof if such books and records also contain information not related to the Outdoor Products and Accessories Jeanswear Business) found to be in the possession of SWBI VF or any other member of the SWBI VF Group in accordance with the applicable terms of the Transition Services Agreement and the applicable schedules thereto; provided that, that without limiting any express delivery requirements under this Section 4.1(a4.01(a) and the terms of the Transition Services Agreement, neither SWBI VF nor any other member of the SWBI Group shall be required to conduct any general search or investigation of its files for such books and records other than with respect to Commercial Data, and (ii) AOUT shall, and shall cause the other members of the AOUT Group to, assign, contribute, convey, transfer, and deliver to SWBI or any SWBI Designee any books and records that are SWBI Assets (or copies of relevant portions thereof if such books and records also contain information not related to the Firearm Business) found to be in the possession of AOUT or any other member of the AOUT Group in accordance with the applicable terms of the Transition Services Agreement and the applicable schedules thereto; provided that, without limiting any express delivery requirements under this Section 4.1(a) and the terms of the Transition Services Agreement, neither AOUT nor any other member of the AOUT VF Group shall be required to conduct any general search or investigation of its files for such books and records other than with respect to Commercial Data. (b) Without limiting the express transfer and delivery requirements of Section 4.1(a4.01(a) or any Ancillary Agreement, for a period of six years after the Distribution Date, each Group shall afford promptly the other Group and its agents and, to the extent required by Applicable Law, authorized representatives of any Governmental Authority of competent jurisdiction, reasonable access (which shall include, to the extent reasonably requested, the right to make copies) during normal business hours to its books of account, financial, financial and other records (including accountant’s work papers, to the extent any required consents have been obtained), information (excluding any Commercial Data), employees and auditors to the extent necessary or useful for such other Group in connection with any audit, investigation, dispute, dispute or litigation, complying with their obligations under this Agreement or any Ancillary Agreement, any regulatory proceeding, any regulatory filings, complying with reporting disclosure requirements or any other requirements imposed by any Governmental Authority or any other reasonable business purpose of the Group requesting such access; provided that (i) any such access shall not unreasonably interfere with the conduct of the business of the Group providing such access, access and (ii) if any Group party reasonably determines that affording any such access to the other Group party would be commercially detrimental in any material respect or violate any Applicable Law or agreement to which any such party or member of such its Group is a party, or waive or adversely affect its ability to successfully assert any claim of attorney-client, business strategy, work product, common interest, or similar protection or legal privilege (collectively, “Privileges” and each, a “Privilege”), applicable to such party or any member of such its Group, the parties shall use commercially reasonable efforts to permit the compliance with such request in a manner that avoids any such harm or consequence. (c) Without limiting the express assignment, contribution, conveyance, transfer, and delivery requirements of Section 4.1(a4.01(a) or any Ancillary Agreement, until the end of the first full AOUT Kontoor Brands fiscal year occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each party shall use, and shall, to the fullest extent permitted by Applicable Law, cause the other members of its Group to use, use its commercially reasonable efforts to cooperate with the other Groupparty’s information requests (other than with respect to any Commercial Data) to enable: enable (i) the other Group party to meet its timetable for dissemination of its earnings releases, financial statements, statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) the other Groupparty’s auditors timely to complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Groupparty, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder, thereunder and any other Applicable Laws.

Books and Records; Access to Information. (a) To the extent not previously assigned, contributed, conveyed, transferred, delivered, and accepted transferred in accordance with Section 2.2(a2.02(a) or Section 2.32.03, from and after the Distribution TimeDate, (i) SWBI ADS shall, and shall cause the other members of the SWBI ADS Group to, assign, contribute, convey transfer, and deliver to AOUT Loyalty Ventures or any AOUT Loyalty Ventures Designee any books and records that are AOUT Loyalty Ventures Assets (or copies of relevant portions thereof if such books and records also contain information not related to the Outdoor Products and Accessories Loyalty Ventures Group or the LoyaltyOne Business) found to be in the possession of SWBI ADS or any other member of the SWBI ADS Group in accordance with the applicable terms of the Transition Services Agreement and the applicable schedules thereto; provided that, that without limiting any express delivery requirements under this Section 4.1(a4.01(a) and the terms of the Transition Services Agreement, neither SWBI ADS nor any other member of the SWBI ADS Group shall be required to conduct any general search or investigation of its files for such books and records other than with respect to Commercial Data. Notwithstanding anything in this Agreement to the contrary, and (ii) AOUT shall, and ADS shall cause the other members of the AOUT Group to, assign, contribute, convey, transfer, and not transfer or otherwise disclose or deliver to SWBI Loyalty Ventures any confidential supervisory information (including confidential supervisory information as identified in 12 C.F.R. § 309.5(g)(8)) of a U.S. federal or state Governmental Authority or any SWBI Designee any books and records that are SWBI Assets (or copies information the disclosure of relevant portions thereof if such books and records also contain information not related to the Firearm Business) found to be in the possession of AOUT or any other member of the AOUT Group in accordance with the applicable terms of the Transition Services Agreement and the applicable schedules thereto; provided that, without limiting any express delivery requirements under this Section 4.1(a) and the terms of the Transition Services Agreement, neither AOUT nor any other member of the AOUT Group shall be required to conduct any general search or investigation of its files for such books and records other than with respect to Commercial Datawhich by ADS is prohibited by Applicable Law. (b) Without limiting the express transfer and delivery requirements of Section 4.1(a4.01(a) or any Ancillary Agreement, for a period of six seven years after completion of the Distribution DateTransition Services Agreement, each Group shall afford promptly the other Group and its agents and, to the extent required by Applicable Law, authorized representatives of any Governmental Authority of competent jurisdiction, reasonable access (which shall include, to the extent reasonably requested, the right to make copies) during normal business hours to its books of account, financial, financial and other records (including accountant’s work papers, to the extent any required consents have been obtained), information (excluding any Commercial Data), employees and auditors to the extent necessary or useful for such other Group in connection with any audit, investigation, dispute, dispute or litigation, complying with their obligations under this Agreement or any Ancillary Agreement, any regulatory proceeding, any regulatory filings, complying with reporting disclosure requirements or any other requirements imposed by any Governmental Authority or any other reasonable business purpose of the Group requesting such access; provided that (i) any such access shall not unreasonably interfere with the conduct of the business of the Group providing such access, access and (ii) if any Group party reasonably determines that affording any such access to the other Group party would be commercially detrimental in any material respect or violate any Applicable Law or agreement to which any such party or member of such its Group is a party, or waive or adversely affect its ability to successfully assert any claim of attorney-client, business strategy, work product, common interest, or similar protection or privilege (collectively, “Privileges” and each, a “Privilege”), Privilege applicable to such party or any member of such its Group, the parties shall use commercially reasonable efforts to permit the compliance with such request in a manner that avoids any such harm or consequence. (c) Without limiting the express assignment, contribution, conveyance, transfer, and delivery requirements of Section 4.1(a4.01(a) or any Ancillary Agreement, until to the end extent not prohibited by Applicable Law, through the term of the first full AOUT fiscal year occurring after the Distribution Date Transition Services Agreement (and for a reasonable period of time afterwards as required for each party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which ADS provides services to Loyalty Ventures under the Distribution Date occursTransition Services Agreement), each party shall use, and shall, to the fullest extent permitted by Applicable Law, cause the other members of its Group to use, use its commercially reasonable efforts to cooperate with the other Groupparty’s information requests (other than with respect to any Commercial Data) to enable: enable (i) the other Group party to meet its timetable for dissemination of its earnings releases, financial statements, statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) the other Groupparty’s auditors timely to complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Groupparty, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder, thereunder and any other Applicable Laws. (d) The Parties’ treatment of historical employee emails is set forth on Schedule 4.01(d).

Books and Records; Access to Information. (a) To the extent not previously assigned, contributed, conveyed, transferred, delivered, and accepted transferred in accordance with Section 2.2(a2.02(a) or Section 2.32.03, from and after the Distribution TimeDate, (i) SWBI VF shall, and shall cause the other members of the SWBI VF Group to, assign, contribute, convey transfer, and deliver to AOUT Kontoor Brands or any AOUT Kontoor Brands Designee any books and records that are AOUT Kontoor Brands Assets (or copies of relevant portions thereof if such books and records also contain information not related to the Outdoor Products and Accessories Jeanswear Business) found to be in the possession of SWBI VF or any other member of the SWBI VF Group in accordance with the applicable terms of the Transition Services Agreement and the applicable schedules thereto; provided that, that without limiting any express delivery requirements under this Section 4.1(a4.01(a) and the terms of the Transition Services Agreement, neither SWBI VF nor any other member of the SWBI VF Group shall be required to conduct any general search or investigation of its files for such books and records other than with respect to Commercial Data, and (ii) AOUT shall, and shall cause the other members of the AOUT Group to, assign, contribute, convey, transfer, and deliver to SWBI or any SWBI Designee any books and records that are SWBI Assets (or copies of relevant portions thereof if such books and records also contain information not related to the Firearm Business) found to be in the possession of AOUT or any other member of the AOUT Group in accordance with the applicable terms of the Transition Services Agreement and the applicable schedules thereto; provided that, without limiting any express delivery requirements under this Section 4.1(a) and the terms of the Transition Services Agreement, neither AOUT nor any other member of the AOUT Group shall be required to conduct any general search or investigation of its files for such books and records other than with respect to Commercial Customer Data. (b) Without limiting the express transfer and delivery requirements of Section 4.1(a4.01(a) or any Ancillary Agreement, for a period of six years after the Distribution Date, each Group shall afford promptly the other Group and its agents and, to the extent required by Applicable Law, authorized representatives of any Governmental Authority of competent jurisdiction, reasonable access (which shall include, to the extent reasonably requested, the right to make copies) during normal business hours to its books of account, financial, financial and other records (including accountant’s work papers, to the extent any required consents have been obtained), information (excluding any Commercial Customer Data), employees and auditors to the extent necessary or useful for such other Group in connection with any audit, investigation, dispute, dispute or litigation, complying with their obligations under this Agreement or any Ancillary Agreement, any regulatory proceeding, any regulatory filings, complying with reporting disclosure requirements or any other requirements imposed by any Governmental Authority or any other reasonable business purpose of the Group requesting such access; provided that (i) any such access shall not unreasonably interfere with the conduct of the business of the Group providing such access, access and (ii) if any Group party reasonably determines that affording any such access to the other Group party would be commercially detrimental in any material respect or violate any Applicable Law or agreement to which any such party or member of such its Group is a party, or waive or adversely affect its ability to successfully assert any claim of attorney-client, business strategy, work product, common interest, or similar protection or legal privilege (collectively, “Privileges” and each, a “Privilege”), applicable to such party or any member of such its Group, the parties shall use commercially reasonable efforts to permit the compliance with such request in a manner that avoids any such harm or consequence. (c) Without limiting the express assignment, contribution, conveyance, transfer, and delivery requirements of Section 4.1(a4.01(a) or any Ancillary Agreement, until the end of the first full AOUT Kontoor Brands fiscal year occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each party shall use, and shall, to the fullest extent permitted by Applicable Law, cause the other members of its Group to use, use its commercially reasonable efforts to cooperate with the other Groupparty’s information requests (other than with respect to any Commercial Customer Data) to enable: enable (i) the other Group party to meet its timetable for dissemination of its earnings releases, financial statements, statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) the other Groupparty’s auditors timely to complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Groupparty, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder, thereunder and any other Applicable Laws.

Books and Records; Access to Information. (a) To the extent not previously assigned, contributed, conveyed, transferred, delivered, and accepted transferred in accordance with Section 2.2(a‎Section 2.02(a) or Section 2.3‎Section 2.03, from and after the Distribution TimeDate, (i) SWBI ADS shall, and shall cause the other members of the SWBI ADS Group to, assign, contribute, convey transfer, and deliver to AOUT Loyalty Ventures or any AOUT Loyalty Ventures Designee any books and records that are AOUT Loyalty Ventures Assets (or copies of relevant portions thereof if such books and records also contain information not related to the Outdoor Products and Accessories Loyalty Ventures Group or the LoyaltyOne Business) found to be in the possession of SWBI ADS or any other member of the SWBI ADS Group in accordance with the applicable terms of the Transition Services Agreement and the applicable schedules thereto; provided that, that without limiting any express delivery requirements under this Section 4.1(a‎Section 4.01(a) and the terms of the Transition Services Agreement, neither SWBI ADS nor any other member of the SWBI ADS Group shall be required to conduct any general search or investigation of its files for such books and records other than with respect to Commercial Data. Notwithstanding anything in this Agreement to the contrary, and (ii) AOUT shall, and ADS shall cause the other members of the AOUT Group to, assign, contribute, convey, transfer, and not transfer or otherwise disclose or deliver to SWBI Loyalty Ventures any confidential supervisory information (including confidential supervisory information as identified in 12 C.F.R. § 309.5(g)(8)) of a U.S. federal or state Governmental Authority or any SWBI Designee any books and records that are SWBI Assets (or copies information the disclosure of relevant portions thereof if such books and records also contain information not related to the Firearm Business) found to be in the possession of AOUT or any other member of the AOUT Group in accordance with the applicable terms of the Transition Services Agreement and the applicable schedules thereto; provided that, without limiting any express delivery requirements under this Section 4.1(a) and the terms of the Transition Services Agreement, neither AOUT nor any other member of the AOUT Group shall be required to conduct any general search or investigation of its files for such books and records other than with respect to Commercial Datawhich by ADS is prohibited by Applicable Law. (b) Without limiting the express transfer and delivery requirements of Section 4.1(a‎Section 4.01(a) or any Ancillary Agreement, for a period of six seven years after completion of the Distribution DateTransition Services Agreement, each Group shall afford promptly the other Group and its agents and, to the extent required by Applicable Law, authorized representatives of any Governmental Authority of competent jurisdiction, reasonable access (which shall include, to the extent reasonably requested, the right to make copies) during normal business hours to its books of account, financial, financial and other records (including accountant’s work papers, to the extent any required consents have been obtained), information (excluding any Commercial Data), employees and auditors to the extent necessary or useful for such other Group in connection with any audit, investigation, dispute, dispute or litigation, complying with their obligations under this Agreement or any Ancillary Agreement, any regulatory proceeding, any regulatory filings, complying with reporting disclosure requirements or any other requirements imposed by any Governmental Authority or any other reasonable business purpose of the Group requesting such access; provided that (i) any such access shall not unreasonably interfere with the conduct of the business of the Group providing such access, access and (ii) if any Group party reasonably determines that affording any such access to the other Group party would be commercially detrimental in any material respect or violate any Applicable Law or agreement to which any such party or member of such its Group is a party, or waive or adversely affect its ability to successfully assert any claim of attorney-client, business strategy, work product, common interest, or similar protection or privilege (collectively, “Privileges” and each, a “Privilege”), Privilege applicable to such party or any member of such its Group, the parties shall use commercially reasonable efforts to permit the compliance with such request in a manner that avoids any such harm or consequence. (c) Without limiting the express assignment, contribution, conveyance, transfer, and delivery requirements of Section 4.1(a‎Section 4.01(a) or any Ancillary Agreement, until to the end extent not prohibited by Applicable Law, through the term of the first full AOUT fiscal year occurring after the Distribution Date Transition Services Agreement (and for a reasonable period of time afterwards as required for each party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which ADS provides services to Loyalty Ventures under the Distribution Date occursTransition Services Agreement), each party shall use, and shall, to the fullest extent permitted by Applicable Law, cause the other members of its Group to use, use its commercially reasonable efforts to cooperate with the other Groupparty’s information requests (other than with respect to any Commercial Data) to enable: enable (i) the other Group party to meet its timetable for dissemination of its earnings releases, financial statements, statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) the other Groupparty’s auditors timely to complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Groupparty, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder, thereunder and any other Applicable Laws. (d) The Parties’ treatment of historical employee emails is set forth on Schedule 4.01(d).

Books and Records; Access to Information. (a) To the extent not previously assigned, contributed, conveyed, transferred, delivered, and accepted transferred in accordance with Section 2.2(a2.01(a) or Section 2.32.02, from and after the Distribution TimeDate, (i) SWBI Madewell shall, and shall cause the other members of the SWBI Madewell Group to, assign, contribute, convey transfer, and promptly deliver to AOUT J.Crew or any AOUT J.Crew Designee any books and records (other than Experian Customer Data) that are AOUT J.Crew Assets (or copies of relevant portions thereof if such books and records also contain information not related to the Outdoor Products and Accessories J.Crew Business) found to be in the possession of SWBI Madewell or any other member of the SWBI Group in accordance with the applicable terms of the Transition Services Agreement and the applicable schedules theretoMadewell Group; provided that, that without limiting any express delivery requirements under this Section 4.1(a) and the terms of the Transition Services Agreement4.01(a), neither SWBI Madewell nor any other member of the SWBI Madewell Group shall be required to conduct any general search or investigation of its files for such books and records other than with respect to Commercial Data, and (ii) AOUT shall, and shall cause the other members of the AOUT Group to, assign, contribute, convey, transfer, and deliver to SWBI or any SWBI Designee any books and records that are SWBI Assets (or copies of relevant portions thereof if such books and records also contain information not related to the Firearm Business) found to be in the possession of AOUT or any other member of the AOUT Group in accordance with the applicable terms of the Transition Services Agreement and the applicable schedules thereto; provided that, without limiting any express delivery requirements under this Section 4.1(a) and the terms of the Transition Services Agreement, neither AOUT nor any other member of the AOUT Group shall be required to conduct any general search or investigation of its files for such books and records other than with respect to Commercial Datarecords. (b) Without limiting the express transfer and delivery requirements of Section 4.1(a4.01(a) or any Ancillary Agreement, for a period of six seven (7) years after the Distribution Date, each Group shall afford promptly the other Group and its agents authorized Representatives and, to the extent required by Applicable Law, authorized representatives of any Governmental Authority of competent jurisdiction, reasonable access (which shall include, to the extent reasonably requested, the right to make copies) during normal business hours upon reasonable advance notice and to the extent permitted by Applicable Law to its books of account, financial, financial and other records (including accountant’s work papers, to the extent any required consents have been obtained), files, information (excluding any Commercial Customer Data), ) and employees and auditors to the extent necessary or useful for such other Group in connection with any audit, investigation, dispute, dispute or litigation, complying with their obligations under this Agreement or any Ancillary Agreement, any regulatory proceeding, any regulatory filings, complying with reporting disclosure requirements or any other requirements imposed by any Governmental Authority or any other reasonable business purpose of the Group requesting such access; provided that (i) any such access shall not unreasonably interfere with the conduct of the business of the Group providing such access, access and (ii) if any Group party reasonably determines that affording any such access to the other Group party would be commercially detrimental in any material respect or violate any Applicable Law or agreement to which any such party or member of such its Group is a party, or waive or adversely affect its ability to successfully assert any claim of attorney-client, business strategy, work product, common interest, or similar protection or legal privilege (collectively, “Privileges” and each, a “Privilege”), applicable to such party or any member of such its Group, the parties shall use commercially reasonable efforts to permit the compliance with such request in a manner that avoids any such harm or consequence. (c) Without limiting the express assignment, contribution, conveyance, transfer, and delivery requirements of Section 4.1(a4.01(a) or any Ancillary Agreement, until following the end of the first full AOUT fiscal year occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), Separation each party shall use, and shall, to the fullest extent permitted by Applicable Law, cause the other members of its Group to use, use its commercially reasonable efforts to cooperate with the other Groupparty’s information requests (other than with respect to any Commercial Customer Data) to enable: enable (i) the other Group party to meet its timetable for dissemination of its earnings releases, financial statements, statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) other than services provided in connection with the Transition Services Agreement, the other Groupparty’s auditors timely to complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Groupparty, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder, thereunder and any other Applicable Laws.