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

Books and Records; Access to Information. (a) The Seller agrees that on and after the Closing Date it will permit the Buyer and its Representatives, during normal business hours, to have access to and to examine and take copies of all books and records of the Seller which are not delivered to the Buyer pursuant to this Agreement and which relate to the Business or the Transferred Assets, whether with respect to events occurring prior to the Closing Date or to transactions or events occurring subsequent to the Closing Date which arise out of transactions or events occurring prior to the Closing Date. All books and records of the Seller relating to the Business or the Transferred Assets and not delivered to the Buyer pursuant hereto will be preserved by the Seller for a period of not less than seven years following the Closing Date. (b) The Buyer agrees that it shall preserve and keep all books and records with respect to the Transferred Assets and Assumed Liabilities for a period of at least seven years from the Closing Date. After such seven-year period, the Buyer may discard all such books and records unless the Seller or its Affiliates, 6 months prior to the termination of such seven-year period, has given notice to the Buyer of its intent to remove and retain all or any part of such books and records. During such seven-year period, duly authorized Representatives of the Seller shall, upon reasonable notice, have access thereto during normal business hours to examine, inspect and copy such books and records. (c) The Buyer agrees to receive, maintain and make available to the Seller for inspection and photocopying during normal business hours all records, data and analyses of the Business, including without limitation all records, data and analyses relating to the Business prior to the Closing Date, with respect to quality control, environmental rules and regulations and employee health and safety, including, without limitation, all applicable documents and records issued by or pertaining to regulations promulgated by the Occupational Safety and Health Administration, the Environmental Protection Agency, or state agencies. (d) The Seller and the Buyer will provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes, preparation for litigation or investigation of claims in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant Tax Returns, documents and records, or portions thereof, relating exclusively to the Business (but not including income or franchise Tax Returns or portions thereof). Each of the Seller and the Buyer shall make its employees available on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Notwithstanding Section 8.3(b), each of the Seller and the Buyer will retain all Tax Returns, schedules and work papers and all material records or other documents relating to Tax matters of the Business for the taxable year of the Seller ending on or after the Closing Date and for all previous years, until the expiration of the statute of limitations of the taxable years to which such Tax Returns and other documents relate (and, to the extent notified by the other party in writing, any extensions thereof). Any information obtained under this Section 8.3(d) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding. (e) After the Closing Date, the Seller and its Affiliates and the Buyer shall cooperate with each other in all reasonable respects in connection with the defense or assertion of any claim related to any Transferred Asset, non-Transferred Asset or Assumed Liability or non-Assumed Liability, as the case may be, including, without limitation, making available records relating to such claim and furnishing, without expense, management employees of the party as may be reasonably necessary for the preparation of the defense or assertion of any such claim or for testimony as a witness in any proceeding relating to such claim; provided, however, that the foregoing right to cooperation shall not be exercisable by one party in such a manner as to interfere unreasonably with the normal operations and business of the other party. The Seller and its Affiliates shall reimburse the Buyer for all expenses incurred by the Buyer pursuant to this Section 8.3(e), including salary expenses of employees who are required to be away from their normal place of employment.

Books and Records; Access to Information. (a) The Seller agrees that on and after On the Closing Date it Date, Seller will permit deliver or make available to Buyer all of the Buyer and its Representatives, during normal business hours, to have access to and to examine and take copies of all books and records of the Company and the Subsidiaries and all information, data and systems related to their business or operations, and if at any time after the Closing Seller which are not delivered discovers in its possession or under its control any other such information, data and systems or books and records, it will forthwith deliver such information, data and systems or books and records to Buyer. Prior to the Buyer pursuant Closing, Seller will cause the Company to this Agreement and which relate to the Business possess all documentation (whether in written or the Transferred Assets, whether electronic format) with respect to events occurring prior any Intellectual Property disclosed in Section 2.18(i) and (ii), which documentation shall be accurate in all material respects and reasonably sufficient in detail and content to identify and explain such Intellectual Property and to facilitate its full and proper use without reliance on the special knowledge or memory of any person. Seller will cause its officers, employees, agents, and representatives to cooperate with Purchaser following the Closing to provide for an orderly transfer of the information, data and systems to the Closing Date or Company and the Subsidiaries and to transactions or events occurring subsequent minimize the disruption to the Closing Date which arise out of transactions or events occurring prior to the Closing Date. All books business and records operations of the Seller relating to Company and the Business or Subsidiaries resulting from the Transferred Assets and not delivered to the Buyer pursuant hereto will be preserved transactions contemplated by the Seller this Agreement. Each Party agrees for a period of not less than seven six (6) years following the Closing Date. (b) The Buyer agrees that it shall preserve and keep all books and records with respect to the Transferred Assets and Assumed Liabilities for a period of at least seven years from the Closing Date. After such seven-year period, the Buyer may discard all such books and records unless the Seller or its Affiliates, 6 months prior to the termination of such seven-year period, has given notice to the Buyer of its intent to remove and retain all or any part of such books and records. During such seven-year period, duly authorized Representatives of the Seller shall, upon reasonable notice, have access thereto during normal business hours to examine, inspect and copy such books and records. (c) The Buyer agrees to receive, maintain and make available to the Seller for inspection and photocopying during normal business hours all records, data and analyses of the Business, including without limitation all records, data and analyses relating to the Business prior to after the Closing Date, with respect (i) to quality control, environmental rules and regulations and employee health and safety, including, without limitation, all applicable documents and records issued by or pertaining to regulations promulgated by the Occupational Safety and Health Administration, the Environmental Protection Agency, or state agencies. (d) The Seller and the Buyer will provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes, preparation for litigation or investigation of claims in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant Tax Returns, documents and records, or portions thereof, relating exclusively to the Business (but not including income or franchise Tax Returns or portions thereof). Each of the Seller and the Buyer shall make its employees available on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Notwithstanding Section 8.3(b), each of the Seller and the Buyer will retain all Tax Returns, schedules and work papers and all material records or other documents relating to Tax matters of the Business for the taxable year of the Seller ending on or after the Closing Date and for all previous yearsbooks, until the expiration of the statute of limitations of the taxable years to which such Tax Returns records and other documents relate (and, pertaining to the extent notified Company and the Subsidiaries in existence on the Closing Date and not to destroy any such books, records and other documents unless the one Party shall first offer in writing to surrender such books, records and other documents to the other Party and such other Party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made and (ii) to make the same available after the Closing Date for inspection and copying by the other party in writingParty or its agents at such other Party’s expense and to make available appropriate personnel with respect thereto, upon reasonable request and upon reasonable notice. Notwithstanding the foregoing, following the Closing, all information, data or systems relating to the Company or any extensions thereof). Any information obtained under this Section 8.3(d) of its Subsidiaries shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding. (e) After the Closing Date, the Seller and its Affiliates and the Buyer shall cooperate with each other in all reasonable respects in connection with the defense or assertion of any claim related to any Transferred Asset, non-Transferred Asset or Assumed Liability or non-Assumed Liability, as the case may be, including, without limitation, making available records relating to such claim and furnishing, without expense, management employees property of the party as may be reasonably necessary for the preparation of the defense Company or assertion of any such claim or for testimony as a witness in any proceeding relating to such claim; provided, however, that the foregoing right to cooperation Subsidiary and Seller shall not be exercisable by one party in use or retain any such a manner as to interfere unreasonably with the normal operations and business of the other party. The Seller and its Affiliates shall reimburse the Buyer information, data or systems for all expenses incurred by the Buyer pursuant to this Section 8.3(e), including salary expenses of employees who are required to be away from their normal place of employmentany purpose.

Books and Records; Access to Information. (a) The Seller agrees that on On and after the Closing Date it will Date, the Seller shall permit the Buyer and its Representatives, during normal business hours, to have access to and to examine and take copies of all books and records of the Seller which are not delivered to the Buyer pursuant to this Agreement and which relate to the Business or the Transferred Assets, whether with respect to events occurring prior to the Closing Date or to transactions or events occurring subsequent to the Closing Date which arise out of transactions or events occurring prior to the Closing Date. All books and records of the Seller relating to the Business or the Transferred Assets and not delivered to the Buyer pursuant hereto will be preserved by the Seller for a period of not less than seven five years following the Closing Date. (b) The Buyer agrees that it shall preserve and keep all books and records with respect to the Transferred Assets and Assumed Liabilities for a period of at least seven five years from following the Closing Date. After such seven-five year period, before the Buyer may discard all shall dispose of any such books and records unless records, at least 90 days' prior written notice to such effect shall be given by the Buyer to the Seller, and the Seller or shall be given an opportunity, at its Affiliatescost and expense, 6 months prior to the termination of such seven-year period, has given notice to the Buyer of its intent to remove and retain all or any part of such books and recordsor records as it may select. During such seven-five year period, duly authorized Representatives of the Seller shall, upon reasonable notice, have access thereto during normal business hours to examine, inspect and copy such books and records. (c) The For a period of five years following the Closing Date, the Buyer agrees to receive, shall maintain and make available to the Seller for inspection and photocopying during normal business hours all records, data books and analyses records of each of the Business, including without limitation all records, data Subsidiaries and analyses relating to the Business prior to the Closing Date, with respect to quality control, environmental rules and regulations and employee health and safety, including, without limitation, all applicable documents and records issued by or pertaining to regulations promulgated by the Occupational Safety and Health Administration, the Environmental Protection Agency, or state agenciesBuyer. (d) The Seller and the Buyer will provide each other with such cooperation and information as either of them reasonably may request request, in order to facilitate the resolution of any claims made by or against the other Seller or the Buyer, whether prior to or after the Closing Date, or the discharge by the Seller or the Buyer of any of its responsibilities or obligations after the Closing Date, including, without limitation, in connection with any legal, governmental or administrative proceeding, filing any Tax Return, amended Tax Return or claim for refund, determining a past, present or future liability for Taxes or a right to refund of Taxes, preparation for litigation or investigation of claims in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information For this purpose, upon reasonable notice, the Buyer shall include providing copies of all relevant Tax Returns(i) afford the Seller or its representatives, documents and recordsduring normal business hours access, or portions thereof, relating exclusively to the Business offices, properties, books and records of the Subsidiaries or the Buyer with respect to the Subsidiaries, (but not including income or franchise Tax Returns or portions thereof). Each ii) furnish to the representatives of the Seller such additional financial and other information regarding the Buyer shall make its employees available on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Notwithstanding Section 8.3(b), each of Subsidiaries as the Seller may from time to time reasonably request and the Buyer will retain all Tax Returns, schedules and work papers and all material records or other documents relating to Tax matters of the Business for the taxable year of the Seller ending on or after the Closing Date and for all previous years, until the expiration of the statute of limitations of the taxable years to which such Tax Returns and other documents relate (and, iii) make available to the extent notified by the other party in writing, any extensions thereof). Any information obtained under this Section 8.3(d) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding. (e) After the Closing DateSeller, the Seller and its Affiliates and the Buyer shall cooperate with each other in all reasonable respects in connection with the defense or assertion of any claim related to any Transferred Asset, non-Transferred Asset or Assumed Liability or non-Assumed Liability, as the case may be, including, without limitation, making available records relating to such claim and furnishing, without expense, management employees of the party as may be Buyer and the Subsidiaries whose assistance, testimony or presence is reasonably necessary for to assist the preparation of the defense Seller in evaluating or assertion of defending any such claim claims or in discharging such responsibilities or obligations, including the presence of such persons as witnesses in hearings or trials for testimony as a witness in any proceeding relating to such claim; provided, however, that the foregoing right to cooperation shall not be exercisable by one party in such a manner as to interfere unreasonably with the normal operations and business of the other partypurposes. The Seller and its Affiliates shall reimburse the Buyer for all reasonable expenses incurred by the Buyer pursuant to this Section 8.3(e12.04(d), including salary expenses of employees who are required to be away from their normal place of employment.

Books and Records; Access to Information. (a) The Seller agrees Sellers agree that on and after the Closing Date it they will permit the Buyer and its Representatives, during normal business hours, to have access to and to examine and take copies of all books and records of the Seller Sellers which are not delivered to the Buyer pursuant to this Agreement and which relate to the Business or the Transferred Assets, whether with respect to events occurring prior to the Closing Date or to transactions or events occurring subsequent to the Closing Date which arise out of transactions or events occurring prior to the Closing Date. All books and records of the Seller Sellers relating to the Business or the Transferred Assets and not delivered to the Buyer pursuant hereto will be preserved by the Seller Sellers for a period of not less than seven years following the Closing Date. (b) The Buyer agrees that it shall preserve and keep all books and records with respect to the Transferred Assets and Assumed Liabilities for a period of at least seven years from the Closing Date. After such seven-year period, the Buyer may discard all such books and records unless the Seller or its Affiliates, 6 months prior to the termination of such seven-year period, has given notice to the Buyer of its intent to remove and retain all or any part of such books and records. During such seven-year period, Sellers and their duly authorized Representatives of the Seller shall, upon reasonable advance notice, have access thereto during normal business hours to examine, inspect and copy such books and records. (c) The Buyer agrees to receive, maintain and make available to the Seller Sellers for inspection and photocopying during normal business hours all records, data and analyses of the Business, including without limitation all records, data and analyses relating to the Business prior to the Closing Date, with respect to quality control, environmental rules and regulations and employee health and safety, including, without limitation, all applicable documents and records issued by or pertaining to regulations promulgated by the Occupational Safety and Health Administration, the Environmental Protection Agency, or state agencies. (d) The Seller Sellers and the Buyer will provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes, preparation for litigation or investigation of claims in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant Tax Returns, documents and records, or portions thereof, relating exclusively to the Business (but not including income or franchise Tax Returns or portions thereof). Each of the Seller Sellers and the Buyer shall make its employees available on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Notwithstanding Section 8.3(b7.2(b), each of the Seller Sellers and the Buyer will retain all Tax Returns, schedules and work papers and all material records or other documents relating to Tax matters of the Business for the taxable year of the Seller Sellers ending on or after the Closing Date and for all previous years, until the expiration of the statute of limitations of the taxable years to which such Tax Returns and other documents relate (and, to the extent notified by the other party in writing, any extensions thereof). Any information obtained under this Section 8.3(d7.2(d) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding. (e) After the Closing Date, the Seller and its Affiliates Sellers and the Buyer shall cooperate with each other in all reasonable respects in connection with the defense or assertion of any claim related to included within any Transferred Asset, non-Transferred Asset or Excluded Asset, Assumed Liability or non-Assumed Excluded Liability, as the case may be, including, without limitation, including making available records relating to such claim and furnishing, without expense, management employees of the party as may be reasonably necessary for the preparation of the defense or assertion of any such claim or for testimony as a witness in any proceeding relating to such claim; provided, however, that the foregoing right to cooperation shall not be exercisable by one party in such a manner as to interfere unreasonably with the normal operations and business of the other party. The Seller and its Affiliates Each party shall reimburse the Buyer other for all expenses incurred by the Buyer such other party pursuant to this Section 8.3(e7.2(e), including salary expenses of employees who are required to be away from their normal place of employment.