Common use of Covenants Regarding Information Clause in Contracts

Covenants Regarding Information. (a) From the date hereof until the Closing Date, to the extent permitted by applicable United States export control Laws and the Company TAAs in place and upon reasonable notice, the Company and its Subsidiaries shall afford Buyer and its Representatives reasonable access to the Representatives, assets, properties and books and records (including Tax Returns, Tax information and records) of the Company and each of its Subsidiaries, the Company and its Subsidiaries shall furnish Buyer with all such information and data as Buyer may reasonably request (including copies of Contracts and such other financial, operating and other data and information); provided, however, that any such accessing or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, under the supervision of the Company’s personnel and in such a manner as not to interfere with the normal operations of the Company and its Subsidiaries or with the operation or use (including by the Company’s customers) of the Company Satellites or risk harm to them. All of such information shall be treated as confidential information pursuant to the terms of the Confidentiality Agreement, the provisions of which are by this reference hereby incorporated herein. Notwithstanding anything to the contrary in this Agreement, neither Company nor its Subsidiaries shall be required to disclose any information to Buyer or its Representatives if such disclosure would, in the opinion of outside counsel for the Company, (i) jeopardize any attorney-client or other legal privilege or (ii) violate any applicable Laws (including antitrust or competition Laws), fiduciary duty or Contract entered into prior to the date hereof (provided that the Sellers and the Company shall use commercially reasonable efforts to seek the consent of the counterparties to any Contracts prohibiting such disclosure). (b) In order to facilitate the resolution of any claims made against or incurred by any Seller (as it relates to any of the Acquired Companies), for the later of five (5) years after the Closing or until the resolution of such claim which was initiated during such five (5) year period, Buyer shall (i) retain the books and records relating to the Acquired Companies relating to periods prior to the Closing and (ii) afford each Seller and its Representatives reasonable access (including the right to make, at such Seller’s expense, photocopies), during normal business hours, to such books and records.

Covenants Regarding Information. (a) From the date hereof until the Closing Date, to the extent permitted by applicable United States export control Laws Seller shall, and the Company TAAs in place and upon reasonable notice, shall cause the Company and its Subsidiaries shall to, afford the Buyer and its Representatives reasonable access (including for inspection and copying) at all reasonable times and upon reasonable notice to the Representativesindividuals identified in the definition of the Seller’s “knowledge” set forth in Article I and the properties, assetsoffices, properties plants and other facilities, books and records (including Tax Returns, Tax information and records) of the Company and each of its Subsidiaries, the Company and its Subsidiaries shall furnish the Buyer with all such information and data as Buyer may reasonably request (including copies of Contracts and such other financial, operating and other data and information)information that is available in the ordinary course of business consistent with past practice as the Buyer may reasonably request; provided, however, that any (i) such accessing or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, under the supervision of the Company’s personnel and in such a manner as access does not to unreasonably interfere with the normal operations of the Seller, the Company or its Subsidiaries, (ii) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and all other confidential information, (iii) all requests for any such access under this Section 5.2(a) shall be directed to Xxxxxx Xxxxxx, Xxxxxx Xxxxxxxxx or such other Person as the Seller may designate in writing from time to time (collectively, the “Designated Contact”) and (iv) nothing herein shall require the Company to provide access to, or to disclose any information to, the Buyer or any of its representatives if such access or disclosure, in the good faith reasonable belief of the Seller, (A) would cause significant competitive harm to the Company or any of its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (B) would waive or otherwise adversely affect any legal privilege or (C) would be in violation of applicable Laws of any Governmental Authority, the provisions of any Contract to which the Company or any of its Subsidiaries is a party or the Company’s or any of its Subsidiaries’ practices related to privacy, including the protection of personally identifiable information. The Buyer shall have no right to perform any environmental sampling or assessments without the prior written consent of the Seller. Without the approval of the Designated Contacts, which approval shall not be unreasonably withheld, conditioned or delayed, the Buyer is not authorized to and shall not (and shall cause its Representatives and Affiliates not to) contact any Representative, customer, supplier, employee or other material business relation of the Company or any of its Subsidiaries in connection with or relating to the business of the Company and its Subsidiaries or with the operation or use (including by the Company’s customers) of the Company Satellites or risk harm to them. All of such information shall be treated as confidential information pursuant to the terms of the Confidentiality Agreement, the provisions of which are transactions contemplated by this reference hereby incorporated herein. Notwithstanding anything to the contrary in this Agreement, neither Company nor its Subsidiaries shall be required to disclose any information to Buyer or its Representatives if such disclosure would, in the opinion of outside counsel for the Company, (i) jeopardize any attorney-client or other legal privilege or (ii) violate any applicable Laws (including antitrust or competition Laws), fiduciary duty or Contract entered into Agreement prior to the date hereof (provided that the Sellers and the Company shall use commercially reasonable efforts to seek the consent of the counterparties to any Contracts prohibiting such disclosure)Closing. (b) In order From the date hereof until the Closing Date, the Seller shall deliver to facilitate the resolution Buyer monthly consolidated balance sheets and the related consolidated statements of income and changes in cash flows of the Seller and its Subsidiaries prepared in the ordinary course of business within thirty (30) days of the end of each calendar month. (c) On the Closing Date, the Seller will deliver or cause to be delivered to the Buyer all original (and any and all copies of) agreements, documents, and books and records and all computer disks, records or tapes or any other storage medium on which agreements, documents, books and records, files and other information relating to the business and operations of the Company and its Subsidiaries are stored, in each case, that are in the possession or under the control of the Seller. Following the Closing Date, the Seller shall not retain in its possession or under its control, in any form, any agreements, documents, or books and records, or any computer disks, records or tapes or any other storage medium that contains copies of any claims made against agreements, documents, books and records, files and other information relating to the business and operations of the Company and its Subsidiaries (including any personal or incurred other information stored on any media by any Seller (as it relates to employees of the Company or any of its Subsidiaries), including any of the Acquired Companiesforegoing that is stored on any server or other storage media maintained by a third party on behalf of the Seller (including any “cloud” storage platform). If, for notwithstanding the later of five (5) years after foregoing, the Seller discovers following the Closing Date that it is in possession of or until the resolution of such claim which was initiated during such five (5) year periodhas under its control any agreements, Buyer shall (i) retain the documents, or books and records or any computer disks, records or tapes or any other storage medium on which any agreements, documents, books and records, files and other information relating to the Acquired Companies relating to periods prior business and operations of the Company and its Subsidiaries are stored, the Seller shall (x) deliver to the Closing Buyer any such information which may not have been previously delivered pursuant to the first sentence of this Section 5.2(c) and (iiy) afford each Seller thereafter permanently delete and its Representatives reasonable access erase all such information (including the right to make, at such Seller’s expense, photocopies), during normal business hours, to such books and recordsall copies thereof) in its possession or under its control as soon as reasonably practicable.

Covenants Regarding Information. (a) From the date hereof Agreement Date until the Closing Date, to the extent permitted by applicable United States export control Laws and the Company TAAs in place shall, and upon reasonable noticeshall cause the other Company Entities to, the Company and its Subsidiaries shall afford Buyer Parent and its Representatives reasonable access to the Representatives, assetsproperties, properties offices, call centers, sales centers and other facilities, books and records (including Tax Returns, Tax information and records) of each of the Company Entities, and shall cause each of its Subsidiaries, the Company Entities to furnish Parent and its Subsidiaries shall furnish Buyer Representatives with all such information and data as Buyer may reasonably request (including copies of Contracts and such other financial, operating and other data and information)information as Parent or its Representatives may reasonably request; provided, however, that any such accessing or furnishing of information access shall be conducted at Buyer’s expense, during normal business hours, under the supervision of the Company’s personnel and in such a manner so as not to unreasonably interfere with the normal operations of the Company and its Subsidiaries Entities. Notwithstanding the foregoing, any such access pursuant to this Section 6.3(a) shall not include any environmental sampling or with the operation or use (including by the Company’s customers) invasive environmental testing. None of the Company Satellites or risk harm to them. All of such information shall be treated as confidential information pursuant to the terms of the Confidentiality Agreement, the provisions of which are by this reference hereby incorporated herein. Notwithstanding anything to the contrary in this Agreement, neither Company nor its Subsidiaries Entities shall be required to provide access to or to disclose any information to Buyer or its Representatives if such disclosure wouldthe Company determines, in its reasonable judgment, based on the opinion advice of outside counsel for the Companycounsel, such access or disclosure (i) jeopardize would violate an obligation of confidentiality pursuant to any binding Contract to which any Company Entity is a party (so long as the Company shall have used commercially reasonable efforts to obtain the consent of such third party to such access or disclosure) or (ii) would result in the loss or waiver of any attorney-client privilege or other similar legal privilege immunity of any Company Entity or contravene any applicable Law (except that, prior to withholding any such access or information pursuant to clause (i) or (ii) violate any applicable Laws (including antitrust or competition Laws), fiduciary duty or Contract entered into prior to the date hereof (provided that the Sellers and the Company shall notify Parent in writing of the nature of the information being withheld and use commercially reasonable efforts to seek take any actions as may reasonably be requested by Parent to implement alternate arrangements (including entering into customary confidentiality agreements or joint defense agreements, redacting parts of documents or preparing “clean” summaries of information) in order to allow Parent or its Representatives access or information to the consent of the counterparties to any Contracts prohibiting such disclosurefullest extent reasonably practicable). (b) In order to facilitate From the resolution of any claims made against or incurred by any Seller (as it relates to any of the Acquired Companies), for the later of five (5) years after Agreement Date until the Closing or until Date, Parent shall, and shall cause the resolution of such claim which was initiated during such five (5) year periodother Parent Entities to, Buyer shall (i) retain afford the books and records relating to the Acquired Companies relating to periods prior to the Closing and (ii) afford each Seller Company and its Representatives reasonable access to the Representatives, properties, offices, call centers, sales centers and other facilities, books and records of each of the Parent Entities, and shall cause each of the Parent Entities to furnish the Company and its Representatives with such financial, operating and other data and information as the Company or its Representatives may reasonably request; provided, however, that such access shall be conducted in such a manner so as not to unreasonably interfere with the normal operations of the Parent Entities. Notwithstanding the foregoing, any such access pursuant to this Section 6.3(b) shall not include any environmental sampling or invasive environmental testing. None of the Parent Entities shall be required to provide access to or to disclose information if Parent determines, in its reasonable judgment, based on the advice of outside counsel, such access or disclosure (i) would violate an obligation of confidentiality pursuant to any binding Contract to which any Parent Entity is a party (so long as Parent shall have used commercially reasonable efforts to obtain the consent of such third party to such access or disclosure) or (ii) would result in the loss or waiver of any attorney-client privilege or similar legal immunity of any Parent Entity or contravene any applicable Law (except that, prior to withholding any such access or information pursuant to clause (i) or (ii), Parent shall notify the Company in writing of the nature of the information being withheld and use commercially reasonable efforts to take any actions as may reasonably be requested by Parent to implement alternate arrangements (including entering into customary confidentiality agreements or joint defense agreements, redacting parts of documents or preparing “clean” summaries of information) in order to allow the right Company or its Representatives access or information to makethe fullest extent reasonably practicable). (c) On the Closing Date, at such Seller’s expensethe Company will deliver or cause to be delivered to Parent all original agreements, photocopies)documents, during normal business hours, to such books and recordsrecords and files stored on computer disks or tapes or any other storage medium in the possession of the Company relating to the business and operations of the Company Entities.

Covenants Regarding Information. (a) From the date hereof until the Closing Date, to the extent permitted by applicable United States export control Laws and the Company TAAs in place and upon reasonable notice, Seller shall cause the Company and its Subsidiaries shall to afford Buyer and its Representatives representatives reasonable access to the Representativesrepresentatives, assetsproperties, properties offices, plants and other facilities, books and records (including Tax Returns, Tax information and records) of the Company Company, and each of its Subsidiaries, the Company and its Subsidiaries shall furnish Buyer with all such information and data as Buyer may reasonably request (including copies of Contracts and such other financial, operating and other data and information)information as Buyer may reasonably request; provided, however, that any such accessing access or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Seller’s or the Company’s personnel and in such a manner as not unreasonably to interfere with the normal operations of the Company. Notwithstanding anything to the contrary in this Agreement, prior to the Closing, without the prior written consent of Seller, which may be withheld in its sole discretion, Buyer (i) shall not contact any employees of, suppliers to, or customers of, Seller or the Company and its Subsidiaries (ii) shall have no right to perform invasive or with subsurface investigations of the operation properties or use (including by facilities of the Company’s customers) of the Company Satellites or risk harm to them. All of such information shall be treated as confidential information pursuant to the terms of the Confidentiality Agreement, the provisions of which are by this reference hereby incorporated herein. Notwithstanding anything to the contrary in this Agreement, neither Seller nor the Company nor its Subsidiaries shall be required to disclose any information to Buyer or its Representatives representatives if such disclosure would, in the opinion of outside counsel for the CompanySeller’s sole discretion, (i) jeopardize any attorney-client or other legal privilege or privilege, (ii) violate conflict with any confidentiality obligations by which Seller or the Company are bound, or (iii) contravene any applicable Laws (including antitrust or competition Laws)Law, fiduciary duty or Contract binding agreement entered into prior to the date hereof (provided that the Sellers and the Company shall use commercially reasonable efforts to seek the consent of the counterparties to any Contracts prohibiting such disclosure)hereof. (b) In Buyer shall, and shall cause the Company to, preserve and keep the records held by them relating to the Company for a period of seven (7) years from the Closing Date (or longer if required by applicable Law) and shall make such records and personnel available to Seller as may be reasonably required by Seller in connection with, among other things, any Tax filings of Seller or its Affiliates, any insurance claims by, Legal Proceedings or Tax audits against or governmental investigations of, Seller or its Affiliates or in order to facilitate enable Seller to comply with its obligations under this Agreement. In the resolution of any claims made against or incurred by any Seller (as it relates event Buyer wishes to any of the Acquired Companies), for the later of five (5) years destroy such records after the Closing or until the resolution of such claim which was initiated during such five (5) year periodthat time, Buyer shall first give thirty (i30) retain the books and records relating days prior written notice to the Acquired Companies relating to periods prior to the Closing and (ii) afford each Seller and its Representatives reasonable access (including Seller shall have the right to make, at such Seller’s its option and expense, photocopies), during normal business hoursupon prior written notice given to Buyer within such thirty (30) day period, to such books and take possession of the records.

Covenants Regarding Information. (a) From the date hereof until the Closing Date, to the extent permitted by applicable United States export control Laws and the Company TAAs in place and upon reasonable notice, the Company Seller shall, and its Subsidiaries shall cause the members of the Transferred Group to, afford the Buyer and its Representatives reasonable access to the Representatives, assetsproperties, properties offices, plants and other facilities, books and records (including Tax Returns, Tax information and records) of the Company Transferred Group, and each of its Subsidiaries, shall cause the Company and its Subsidiaries shall Transferred Group to furnish the Buyer with all such information and data as Buyer may reasonably request (including copies of Contracts and such other financial, operating and other data and information)information as the Buyer may reasonably request; provided, however, that any such accessing access or furnishing of information shall be conducted at the Buyer’s 's expense, during normal business hours, under the supervision of the Company’s Transferred Group's personnel and in such a manner as not unreasonably to interfere with the normal operations of the Company and its Subsidiaries or with the operation or use (including by the Company’s customers) of the Company Satellites or risk harm to them. All of such information shall be treated as confidential information pursuant to the terms of the Confidentiality Agreement, the provisions of which are by this reference hereby incorporated hereinTransferred Group. Notwithstanding anything to the contrary in this Agreement, neither Company nor its Subsidiaries no member of the Transferred Group shall be required to disclose any information to the Buyer or its Representatives if such disclosure would, in the opinion of outside counsel for the Company, would (i) in the Seller's good-faith determination, jeopardize any attorney-client or other legal privilege or privilege, (ii) violate in the Sellers' reasonable discretion, contravene any applicable Laws (including antitrust or competition Laws), fiduciary duty or Contract binding agreement entered into prior to the date hereof or (provided iii) relate to any consolidated, combined or unitary Return filed by the Seller, the Transferred Group or any of their Affiliates or any of their respective predecessor entities, to the extent such information does not relate to any member of the Transferred Group; provided, that if there is any limit to the Sellers and Buyer's right to access or information pursuant to this Section 5.2, the Company Seller shall use its commercially reasonable efforts to seek (a) obtain any consents from a third party to provide such access or information or (b) develop an alternative to providing such access or information to the consent Buyer so as to address such lack of access or information in a manner reasonably acceptable to the Buyer; provided that neither the Seller or any of its Affiliates (including the members of the counterparties Transferred Group prior to Closing) shall be required to commence any litigation or offer or commit to pay any money or otherwise grant any accommodation (financial or otherwise) to any Contracts prohibiting such disclosure)third party. (b) In order to facilitate the resolution of any claims made against or incurred by any the Seller (as it relates to any of the Acquired CompaniesTransferred Group), for the later a period of five (5) seven years after the Closing or until or, if shorter, the resolution of such claim which was initiated during such five (5) year periodapplicable period specified in the Buyer's document retention policy, the Buyer shall (i) retain the books and records relating to the Acquired Companies Transferred Group relating to periods prior to the Closing and (ii) upon reasonable notice and at the sole cost and expense of the Seller, afford each the Representatives of the Seller reasonable access (including the right to make photocopies), during normal business hours, to such reasonably requested books and its records. (c) In order to facilitate the resolution of any claims made against or incurred by the Buyer or the Transferred Group, for a period of seven years after the Closing or, if shorter, the applicable period specified in the Seller's document retention policy, the Seller shall (i) retain the books and records relating to the Transferred Group relating to periods prior to the Closing which shall not otherwise have been delivered to the Buyer and (ii) upon reasonable notice and at the sole cost and expense of the Buyer, afford the Representatives of the Buyer reasonable access (including the right to make, at such Seller’s the Buyer's expense, photocopies), during normal business hours, to such books and records; provided, however, that the Seller shall notify the Buyer in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide the Buyer the opportunity to copy such books and records in accordance with this Section 5.2(c).

Covenants Regarding Information. (a) From the date hereof until the Closing Date, to the extent permitted by applicable United States export control Laws and the Company TAAs in place shall, and upon reasonable notice, the Company and shall cause its Subsidiaries shall to, afford the Buyer and its Representatives officers, directors, principals, employees, advisors, auditors, agents and other representatives (collectively, "Representatives") reasonable access (including for inspection and copying) at all reasonable times to the Representatives, assetsproperties, properties offices, plants and other facilities, books and records (including Tax Returns, Tax information and records) of the Company and each of its Subsidiaries, the Company and its Subsidiaries shall furnish the Buyer with all such information and data as Buyer may reasonably request (including copies of Contracts and such other financial, operating and other data and information); providedinformation as the Buyer may reasonably request, however, in each case to the extent that such access and disclosure would not obligate the Company or the Subsidiaries to take any such accessing or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, under the supervision of the Company’s personnel and in such a manner as not to interfere with actions that would unreasonably disrupt the normal operations course of the Company and its Subsidiaries their businesses or with the operation or use (including by the Company’s customers) of the Company Satellites or risk harm to them. All of such information shall be treated as confidential information pursuant to violate the terms of any Contract to which the Confidentiality Agreement, Company or the provisions of which are by this reference hereby incorporated hereinSubsidiaries is bound or any applicable law or regulation. All requests for access shall be directed to the Stockholder Representative or such other Person as the Company may designate in writing from time to time (the "Designated Contacts"). Notwithstanding anything in this Section 6.2 to the contrary in this Agreementcontrary, neither the Company nor its Subsidiaries shall not be required to provide access or to disclose any information to the Buyer or its Representatives if such access or disclosure would, in the opinion of outside counsel for the Company, (i) jeopardize any attorney-client would cause significant competitive harm to the Company or other legal privilege its Subsidiaries if the transactions contemplated by this Agreement are not consummated or (ii) violate any would be in violation of applicable Laws or regulations of any Governmental Authority (including antitrust or anti-competition Laws), fiduciary duty ) or Contract entered into prior the provisions of any agreement to the date hereof (provided that the Sellers and which the Company or any of its Subsidiaries is a party. Other than the Designated Contacts, the Buyer is not authorized to and shall use commercially reasonable efforts to seek the consent not (and shall cause its Representatives and Affiliates not to) contact any officer, director, employee, franchisee, customer, supplier, distributor, lender or other material business relation of the counterparties to any Contracts prohibiting such disclosure). (b) In order to facilitate the resolution of any claims made against Company or incurred by any Seller (as it relates to any of its Subsidiaries in connection with the Acquired Companies), for the later of five (5) years after the Closing or until the resolution of such claim which was initiated during such five (5) year period, Buyer shall (i) retain the books and records relating to the Acquired Companies relating to periods transactions contemplated hereby prior to the Closing and (ii) afford each Seller and its Representatives reasonable access (including without the right to make, at such Seller’s expense, photocopies), during normal business hours, to such books and recordsprior written consent of the Company.

Covenants Regarding Information. (a) From Subject to the Bidding Procedures and applicable Law, from the date hereof until the Closing DateDate or earlier termination of this Agreement, to the extent permitted by applicable United States export control Laws and the Company TAAs in place and upon reasonable noticerequest, the Company and its Subsidiaries AFI Entities shall afford each Buyer and its Representatives reasonable access to the Representativesproperties, assetsoffices, properties plants and other facilities, books and records (including Tax Returns, Tax information books and records) of the Company Seller and each of its Subsidiaries, the Company and its Subsidiaries shall furnish each Buyer with all such information and data as Buyer may reasonably request (including copies of Contracts and such other financial, operating and other data and information); provided, howeverand access to all the officers, that any such accessing or furnishing employees, accountants and other Representatives of information shall be conducted at Buyer’s expenseSeller, during normal business hours, under the supervision of the Company’s personnel and as each Buyer may reasonably request in such a manner as not to interfere connection with the normal operations of the Company and its Subsidiaries or with the operation or use (including by the Company’s customers) of the Company Satellites or risk harm to them. All of such information shall be treated as confidential information pursuant to the terms of the Confidentiality Agreement, the provisions of which are transactions contemplated by this reference hereby incorporated hereinAgreement. Notwithstanding anything to the contrary in this Agreement, neither Company nor its Subsidiaries none of the AFI Entities shall be required to provide access to or disclose any information to each Buyer or its Representatives if such disclosure would, in the opinion of outside counsel for the Company, (i) jeopardize such access or disclosure is prohibited pursuant to the terms of a confidentiality agreement with a third party entered into prior to the date hereof, (ii) such access or disclosure would violate applicable Law, or (iii) such access or disclosure would adversely affect any attorney-client or other legal privilege or (ii) violate contravene any applicable Laws (including antitrust or competition Lawsthe “Disclosure Limitations”), fiduciary duty or Contract entered into prior to the date hereof (; provided that the Sellers and Parties shall reasonably cooperate in seeking to find a way to allow disclosure of such information to the Company shall use commercially reasonable efforts extent doing so would not (in the good faith belief of such AFI Entity after consultation with outside counsel) violate any such confidentiality agreement or applicable Law, or cause such privilege to seek the consent of the counterparties be undermined with respect to any Contracts prohibiting such disclosure)information. (b) In order The information provided pursuant to facilitate this Section 6.2 prior to Closing will be used solely for the resolution purpose of effecting the transactions contemplated hereby, and will be governed by the terms and conditions of the Confidentiality Agreement, which Confidentiality Agreement shall not terminate upon the execution of this Agreement notwithstanding anything to the contrary therein. Neither AFI Entity makes any representation or warranty as to the accuracy of any claims made against or incurred by information, if any, provided pursuant to this Section 6.2, and no Buyer may rely on the accuracy of any Seller such information. (as it relates to any c) From and after the Closing, until the closing of the Acquired Companies)Chapter 11 Case, for each Buyer will provide the later of five (5) years after the Closing or until the resolution of such claim which was initiated during such five (5) year periodAFI Entities and their Representatives, Buyer shall (i) retain the books and records relating to the Acquired Companies relating to periods prior to the Closing and (ii) afford each Seller and its Representatives with reasonable access (including the right to make, at such Seller’s expense, photocopies)access, during normal business hours, and upon reasonable advance notice, subject to reasonable denials of access or delays to the extent any such access would unreasonably interfere with the operations of such Buyer or the business of Seller, to the books and records, including work papers, schedules, memoranda, and other documents (for the purpose of examining and copying) of Seller with respect to periods or occurrences prior to the Closing Date, for the purposes of (i) complying with the requirements of any Governmental Authority, including the Bankruptcy Court, (ii) the closing of the Chapter 11 Case and the wind down of the AFI Entities’ estates (including reconciliation of claims and preparation of Tax Returns or other Tax proceedings and the functions of any trusts established under a Chapter 11 plan of Parent or any other successors of Parent), (iii) complying with applicable Laws or (iv) other reasonable business purposes; provided that no Buyer shall be obligated to provide any such access that would, in the reasonable, good faith judgment of such Buyer, conflict with the Disclosure Limitations. Unless otherwise consented to in writing by Parent (on behalf of itself and Seller), no Buyer will, for a period of three (3) years following the Closing Date, destroy, alter or otherwise dispose of any of such books and recordsrecords without first offering to surrender to Parent (on behalf of itself and Seller) such books and records or any portion thereof that such Buyer may intend to destroy, alter or dispose of.

Covenants Regarding Information. (a) From the date hereof until the Closing Date, to the extent permitted by applicable United States export control Laws and the Company TAAs in place and upon reasonable notice, the Company and its Subsidiaries Seller shall afford the Buyer and its Representatives reasonable access to the Representatives, assets, properties ATOM Facility and the Transferred Assets and the books and records (including Tax Returns, Tax information and records) of the Company Seller relating primarily to the ATOM Facility and each of its Subsidiariesthe Transferred Assets for any reasonable purpose related to this Agreement and the transactions contemplated hereby, including, without limitation, the Company immigration records of the ATOM Facility Employees, including the underlying visa petition papers and its Subsidiaries shall furnish Buyer with all such information and data as Buyer may reasonably request the public access files for the H-1B visa holders (including copies of Contracts and such other financialif applicable), operating and other data and information)to the extent not prohibited by applicable Law; provided, however, that any such accessing or furnishing of information access shall be conducted at the Buyer’s expense, during normal business hours, under the supervision of the CompanySeller’s personnel and in such a manner as not unreasonably to interfere with the normal operations of the Company Seller and its Subsidiaries or with the operation or use (including by the Company’s customers) of the Company Satellites or risk harm to them. All of such information ATOM Facility, and shall be treated as confidential information pursuant subject to the terms of the Confidentiality Agreement, the provisions of which are by this reference hereby incorporated hereinany limitations resulting from any Public Health Measures. Notwithstanding anything to the contrary in this Agreement, neither Company nor its Subsidiaries the Seller shall not be required to disclose provide access to any information to the Buyer or its Representatives if such disclosure wouldthe Seller determines, in the opinion of outside counsel for the Companyits reasonable discretion, that (i) such access would jeopardize any attorney-client or other legal privilege or privilege, (ii) violate such access would contravene any applicable Laws (including antitrust or competition Lawsany Public Health Measures), fiduciary duty (iii) the information to be accessed is pertinent to any litigation in which the Seller or Contract entered into prior any of its Affiliates, on the one hand, and the Buyer or any of its Affiliates, on the other hand, are engaged, (iv) the information to be accessed should not be disclosed due to its competitively sensitive nature, or (v) the information to be accessed relates to any consolidated, combined or unitary Return filed by the Seller or any Affiliate thereof or any of their respective predecessor entities; provided, that if any material is withheld by the Seller pursuant to this sentence, the Seller shall inform the Buyer as to the date hereof (provided that the Sellers general nature of what is being withheld, and the Company Seller shall use commercially cooperate with the Buyer to find a way to allow disclosure of such information to the extent doing so would not reasonably be likely to violate any such applicable Law, Action, Permit or Governmental Authority approval or result in the loss of a privilege, a breach or a disclosure, as applicable, under clauses (i) through (v) of this sentence. The Seller shall have the right to have a Representative present at all times during any such inspection, interview or examination by the Buyer and/or its representatives conducted at the ATOM Facility and to impose reasonable efforts to seek the consent restrictions and requirements for Liability and safety purposes. The Buyer may conduct an environmental assessment of the counterparties to any Contracts prohibiting such disclosure)ATOM Facility and the Seller will provide information requested by the Buyer, if available, and access for the same. (b) In order to facilitate the resolution of any claims made against or incurred by any the Seller (as it relates to any of the Acquired CompaniesATOM Facility or the Transferred Assets), for the later a period of five (5) seven years after the Closing or until or, if shorter, the resolution of such claim which was initiated during such five (5) year periodapplicable period specified in the Buyer’s document retention policy, the Buyer shall (i) retain the books and records relating to the Acquired Companies ATOM Facility and the Transferred Assets relating to periods prior to the Closing and (ii) afford each the Representatives of the Seller and its Representatives reasonable access (including the right to make, at such the Seller’s expense, photocopies), subject to any limitations resulting from any Public Health Measures, during normal business hours, to such books and records; provided, however, that the Buyer shall notify the Seller in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide the Seller the opportunity to copy such books and records in accordance with this Section 5.2(b). (c) In order to facilitate the resolution of any claims made against or incurred by the Buyer, for a period of seven years after the Closing or, if shorter, the applicable period specified in the Seller’s document retention policy, the Seller shall (i) retain the books and records relating to the ATOM Facility and the Transferred Assets relating to periods prior to the Closing which shall not otherwise have been delivered to the Buyer and (ii) upon reasonable notice, afford the Representatives of the Buyer reasonable access (including the right to make, at the Buyer’s expense, photocopies), subject to any limitations resulting from any Public Health Measures, during normal business hours, to such books and records to the extent relating primarily to the ATOM Facility or the Transferred Assets.

Covenants Regarding Information. (a) From the date hereof until the Closing Date, to the extent permitted by applicable United States export control Laws Company shall, and the Company TAAs in place and upon reasonable notice, Seller shall cause the Company and its Subsidiaries shall to, afford the Buyer and its Representatives complete access (including for inspection) at all reasonable access times to (i) the Representativesproperties, assetsoffices, plants and other facilities, books, Contracts, and records of the Company, and (ii) all other information concerning the business, properties and books personnel of the Company as the Buyer may reasonably request, and records shall furnish the Buyer and its Representatives complete and correct copies of the Company’s (including Tax x) internal financial statements, (y) Returns, Tax information elections and records) any other records and workpapers relating to Taxes, that are in the possession of the Company or subject to the Company’s control, and each of its Subsidiaries, the Company and its Subsidiaries shall furnish Buyer with all such information and data as Buyer may reasonably request (including copies of Contracts and z) such other financial, operating and other data and information)information as the Buyer may reasonably request; provided, however, that the foregoing will not require the Company to provide any such accessing access or furnishing disclose any information to the extent the provision of information shall such access or such disclosure would contravene applicable Law or violate the terms of an agreement entered into prior to the date of this Agreement, including but not limited to that certain Nondisclosure Agreement between the Seller and the Company, or as would be conducted at Buyer’s expense, during normal business hours, under reasonably expected to violate the supervision attorney-client or other legal privilege of the Company’s personnel and Company (it being agreed that the parties will use their reasonable efforts to cause such information to be provided in such a manner that does not cause such violation, prohibition, breach, or loss of privilege). (b) Subject to compliance with applicable Law, from the date hereof until the earlier of the termination of this Agreement and the Closing, the Seller will cause the Company to confer from time to time as not requested by the Buyer with one or more Representatives of the Buyer to interfere with discuss any changes or developments in the normal operations operational matters of the Company and the general status of the ongoing operations of the Company. (c) No information or knowledge obtained in any investigation pursuant to this Section 5.2 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties hereto to consummate the sale of Shares. (d) Each of the parties will hold, and will cause its Subsidiaries Representatives to hold, in confidence all documents and information furnished to it by or on behalf of another party to this Agreement in connection with the operation or use (including transactions contemplated by the Company’s customers) of the Company Satellites or risk harm to them. All of such information shall be treated as confidential information this Agreement pursuant to the terms of the Confidentiality Agreement, the provisions Agreement and Section 5.7 of which are by this reference hereby incorporated herein. Notwithstanding anything to the contrary in this Agreement, neither Company nor its Subsidiaries shall be required to disclose any information to Buyer or its Representatives if such disclosure would, in the opinion of outside counsel for the Company, (i) jeopardize any attorney-client or other legal privilege or (ii) violate any applicable Laws (including antitrust or competition Laws), fiduciary duty or Contract entered into prior to the date hereof (provided that the Sellers and the Company shall use commercially reasonable efforts to seek the consent of the counterparties to any Contracts prohibiting such disclosure). (b) In order to facilitate the resolution of any claims made against or incurred by any Seller (as it relates to any of the Acquired Companies), for the later of five (5) years after the Closing or until the resolution of such claim which was initiated during such five (5) year period, Buyer shall (i) retain the books and records relating to the Acquired Companies relating to periods prior to the Closing and (ii) afford each Seller and its Representatives reasonable access (including the right to make, at such Seller’s expense, photocopies), during normal business hours, to such books and records.

Covenants Regarding Information. (a) From Subject to the Bidding Procedures and applicable Law, from the date hereof until the Closing DateDate or earlier termination of this Agreement, to the extent permitted by applicable United States export control Laws and the Company TAAs in place and upon reasonable noticerequest, the Company and its Subsidiaries Seller shall afford Buyer and its Representatives reasonable access to the Representativesproperties, assetsoffices, properties plants and other facilities, books and records (including Tax Returns, Tax information books and records) of the Company Transferred Subsidiaries and each of its Subsidiaries, the Company and its Subsidiaries shall furnish Buyer with all such information and data as Buyer may reasonably request (including copies of Contracts and such other financial, operating and other data and information); provided, howeverand access to all the officers, that any such accessing or furnishing of information shall be conducted at Buyer’s expenseemployees, during normal business hours, under the supervision accountants and other Representatives of the Company’s personnel and Transferred Subsidiaries, as Buyer may reasonably request in such a manner as not to interfere connection with the normal operations of the Company and its Subsidiaries or with the operation or use (including by the Company’s customers) of the Company Satellites or risk harm to them. All of such information shall be treated as confidential information pursuant to the terms of the Confidentiality Agreement, the provisions of which are transactions contemplated by this reference hereby incorporated hereinAgreement. Notwithstanding anything to the contrary in this Agreement, neither Company nor its Subsidiaries Seller shall not be required to provide access to or disclose any information to Buyer or its Representatives if such disclosure would, in the opinion of outside counsel for the Company, (i) jeopardize such access or disclosure is prohibited pursuant to the terms of a confidentiality agreement with a third party entered into prior to the date hereof, (ii) such access or disclosure would violate applicable Law, or (iii) such access or disclosure would adversely affect any attorney-client or other legal privilege or (ii) violate contravene any applicable Laws (including antitrust or competition Lawsthe “Disclosure Limitations”), fiduciary duty or Contract entered into prior to the date hereof (; provided that the Sellers and Parties shall reasonably cooperate in seeking to find a way to allow disclosure of such information to the Company shall use commercially reasonable efforts extent doing so would not (in the good faith belief of Seller after consultation with outside counsel) violate any such confidentiality agreement or applicable Law, or cause such privilege to seek the consent of the counterparties be undermined with respect to any Contracts prohibiting such disclosure)information. (b) In order The information provided pursuant to facilitate this Section 6.2 prior to Closing will be used solely for the resolution purpose of effecting the transactions contemplated hereby, and will be governed by the terms and conditions of the Confidentiality Agreement, which Confidentiality Agreement shall not terminate upon the execution of this Agreement notwithstanding anything to the contrary therein. Seller does not make any representation or warranty as to the accuracy of any claims made against or incurred by information, if any, provided pursuant to this Section 6.2, and Buyer may not rely on the accuracy of any Seller such information. (as it relates to any c) From and after the Closing, until the closing of the Acquired Companies), for the later of five (5) years after the Closing or until the resolution of such claim which was initiated during such five (5) year periodChapter 11 Case, Buyer shall (i) retain the books and records relating to the Acquired Companies relating to periods prior to the Closing and (ii) afford each will provide Seller and its Representatives Representatives, with reasonable access (including the right to make, at such Seller’s expense, photocopies)access, during normal business hours, and upon reasonable advance notice, subject to reasonable denials of access or delays to the extent any such access would unreasonably interfere with the operations of Buyer or the business of the Transferred Subsidiaries, to the books and records, including work papers, schedules, memoranda, and other documents (for the purpose of examining and copying) of the Transferred Subsidiaries with respect to periods or occurrences prior to the Closing Date, for the purposes of (i) complying with the requirements of any Governmental Authority, including the Bankruptcy Court, (ii) the closing of the Chapter 11 Case and the wind down of Seller’s estate (including reconciliation of claims and preparation of Tax Returns or other Tax proceedings and the functions of any trusts established under a Chapter 11 plan of Seller or any other successors of Seller), (iii) complying with applicable Laws or (iv) other reasonable business purposes; provided that Buyer shall not be obligated to provide any such access that would, in the reasonable, good faith judgment of Buyer, conflict with the Disclosure Limitations. Unless otherwise consented to in writing by Seller, Buyer will not, for a period of three (3) years following the Closing Date, destroy, alter or otherwise dispose of any of such books and recordsrecords without first offering to surrender to Seller such books and records or any portion thereof that Buyer may intend to destroy, alter or dispose of.

Covenants Regarding Information. (a) From the date hereof until the Closing Date, to the extent permitted by applicable United States export control Laws and the Company TAAs in place and upon reasonable notice, the Company Seller shall (i) afford, permit and its Subsidiaries shall afford furnish the Buyer and its Representatives (including actual and potential debt financing sources) (A) reasonable access hours to the Representativespersonnel, assets, properties properties, offices and other facilities, books and records (including Tax Returns, Tax information and records) of the Company and each of its SubsidiariesSeller, the Company Acquired Entity and its the Purchased Subsidiaries shall furnish Buyer with relating primarily to the Business for any reasonable purpose related to this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (B) to make such inspections (but excluding any environmental sampling or testing on any of the Leased Real Property without the 97989374_16 Seller’s prior written consent), and (C) all such information relating to the Seller, the Acquired Entity and data the Purchased Subsidiaries relating primarily to the Business as the Buyer and its Representatives may from time to time reasonably request and (including copies ii) instruct the Seller’s Representatives, the Acquired Entity and the Purchased Subsidiaries to reasonably cooperate with the Buyer in its investigation of Contracts and such other financial, operating and other data and information)the Business; provided, however, that any such accessing or furnishing of information access shall be conducted at the Buyer’s expense, during normal business hours, upon reasonable prior notice, under the supervision of the CompanySeller’s personnel or designees and in such a manner as not to unreasonably interfere with the normal operations of the Company and its Subsidiaries or with the operation or use (including by the Company’s customers) of the Company Satellites or risk harm to them. All of such information shall be treated as confidential information pursuant to the terms of the Confidentiality Agreement, the provisions of which are by this reference hereby incorporated hereinBusiness. Notwithstanding anything to the contrary in this Agreement, neither Company nor its none of the Seller, the Acquired Entity or the Purchased Subsidiaries shall be required to disclose provide access to any information to the Buyer or its Representatives if such disclosure wouldthe Seller determines, in the opinion of outside counsel for the Companyits reasonable discretion, that (i) such access would jeopardize any attorney-client or other legal privilege or privilege, (ii) violate such access would contravene any applicable Laws (including antitrust or competition Laws), fiduciary duty or binding Contract entered into prior to the date hereof of this Agreement, (provided that iii) the Sellers information to be accessed would cause significant competitive harm to the Seller, the Acquired Entity, the Purchased Subsidiaries and the Company Business if the transactions contemplated by this Agreement and the Ancillary Agreements are not consummated, or (iv) the information to be accessed relates to any consolidated, combined or unitary Tax return filed by the Seller or any Affiliate thereof or any of their respective predecessor entities; provided, however, that in the case of clauses (i) through (iv), the Seller shall notify the Buyer and its Representatives and use commercially reasonable efforts to seek provide for information or access in a manner that does not jeopardize such privilege or restriction; provided, further, that if the consent of parties hereto are in an adversarial relationship in any Action, the counterparties access provided by this Section 5.2(a) shall be subject to any Contracts prohibiting such disclosure)applicable rules relating to discovery. (b) In order to facilitate the resolution For a period of any claims made against or incurred by any Seller (as it relates to any of the Acquired Companies), for the later of five (5) seven years after the Closing or until and subject to the resolution standard record destruction policies of such claim which was initiated during such five (5) year periodthe Business, the Buyer shall (i) retain the books Books and records relating to Records. The Buyer shall, and shall cause its Affiliates (including the Acquired Companies relating to periods Entity and the Purchased Subsidiaries following the Closing) to, upon reasonable prior to written notice, except as prohibited by Law, afford the Closing and (ii) afford each Representatives of the Seller and its Representatives reasonable access (including the right to make, at such the Seller’s expense, photocopies), during normal business hourshours and in such a manner as not to unreasonably interfere with the normal operations of the Acquired Entity, the Purchased Subsidiaries and the Business, to such Books and Records for a period of seven years after the Closing for any reasonable purpose. Notwithstanding anything to the contrary in this Agreement, the Buyer and its Affiliates (including the Acquired Entity and the Purchased Subsidiaries following the Closing) will not be required to disclose information to the Representatives of the Seller that is subject to attorney-client or other legal privilege; provided, that the Buyer and its Affiliates, as applicable, shall notify the Representatives of the Seller and use commercially reasonable efforts to provide for information or access in a manner that does not jeopardize such privilege. The Buyer shall notify the Seller in writing at least 30 days in advance of destroying any such Books and Records prior to the seventh anniversary of the Closing Date in order to provide the Seller the opportunity to copy such books and recordsrecords (at the Seller’s expense) in accordance with this Section 5.2(b).

Covenants Regarding Information. (a) From the date hereof until Effective Date through the Closing Date, to the extent permitted by applicable United States export control Laws and the Company TAAs in place and upon reasonable notice, the Company and its Subsidiaries Seller Parties shall afford the Buyer Parties and its their Representatives reasonable access (including for inspection and copying) at all reasonable times to the Purchased Assets and the Seller’s Representatives, assetsproperties, properties offices, plants and other facilities, and books and records (including Tax Returnsrelating to the Business and the Purchased Assets, Tax information and records) of the Company and each of its Subsidiaries, the Company and its Subsidiaries shall furnish the Buyer Parties with all such information and data as Buyer may reasonably request (including copies of Contracts and such other financial, operating and other data and information); provided, however, that any information in connection with the Business and the Purchased Assets as the Buyer may reasonably request. Any such accessing or furnishing of information investigation shall be conducted at Buyer’s expense, during normal business hourshours upon reasonable advance notice to the Seller, under the supervision of the CompanySeller’s personnel and in such a manner as not to interfere with the normal operations conduct of the Company and its Subsidiaries Business or with the operation or use (including by the Company’s customers) any other businesses of the Company Satellites or risk harm to them. All of such information shall be treated as confidential information pursuant to the terms of the Confidentiality Agreement, the provisions of which are by this reference hereby incorporated hereinSeller. Notwithstanding anything to the contrary in this Agreement, neither Company nor its Subsidiaries the Seller shall not be required to disclose any information to the Buyer or its Representatives Parties if such disclosure would, in the opinion of outside counsel for the Company, Seller’s reasonable discretion: (i) cause significant competitive harm to the Seller and its businesses, including the Business, if the transactions contemplated by this Agreement are not consummated; (ii) jeopardize any attorney-client or other legal privilege similar privilege; or (iiiii) violate reveal bids received from third parties in connection with transactions similar to those contemplated by this Agreement and any applicable Laws information and analysis (including antitrust or competition Lawsfinancial analysis) relating to such bids; provided, that in the case of clauses (i) and (ii), fiduciary duty the parties shall reasonably cooperate in seeking alternative means whereby the Buyer Parties are provided access to such information in a manner that would not cause such competitive harm or Contract entered into prior jeopardize such privilege (including by providing such information on a redacted or “attorneys’ eyes only” basis). Prior to the date hereof (provided that Closing, without the Sellers and the Company shall use commercially reasonable efforts to seek the prior written consent of the counterparties Seller, which may be withheld in its reasonable discretion, the Buyer Parties shall not contact any suppliers to, or customers of, the Business, other than any such suppliers or customers with whom the Buyer Parties or their respective Affiliates have, or enter into, a business relationship that is unrelated to the Seller, the Business or the transactions contemplated by this Agreement. The Buyer Parties shall, and shall cause their Representatives to, abide by the terms of the Confidentiality Agreement with respect to any Contracts prohibiting such disclosureaccess or information provided pursuant to this Section 5.2(a). (b) In order At the Closing, the Seller shall deliver or cause to facilitate be delivered to the resolution Buyer all original (and any and all copies of) agreements, documents, books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case, relating to the Business or the Purchased Assets, that are in the possession of any claims made against or incurred by any Seller (as it relates to any under the control of the Acquired Companies)Seller, for except to the later of five (5) years after extent related to the Closing Excluded Assets or until the resolution of such claim which was initiated during such five (5) year periodExcluded Liabilities; provided, Buyer that the Seller shall be permitted to keep (i) retain the books one copy of such books, records and records relating other materials to the Acquired Companies relating extent required by applicable Law to periods prior demonstrate compliance with applicable Law or pursuant to the Closing Seller’s bona fide internal compliance procedures and (ii) afford each such books, records or other materials in the form of the so-called “back-up” electronic tapes recorded in the ordinary course of business. All such information retained by the Seller and its Representatives reasonable access (including pursuant to this Section 5.2(b) will not be used by the right Seller, other than to make, at such Seller’s expense, photocopiesthe extent expressly permitted in this Section 5.2(b), during normal business hours, and shall be deemed Confidential Information and held by the Seller subject to such books and recordsthe obligations of the Seller Parties set forth in Section 5.8(b).

Covenants Regarding Information. (a) From the date hereof until the Closing Date, to the extent permitted by applicable United States export control Laws and the Company TAAs in place and upon reasonable notice, the Company Sellers shall, and its Subsidiaries shall cause the Acquired Companies to, afford Buyer the Buyers and its their Representatives reasonable access to the Representativesemployees, assetsofficers, properties properties, offices, plants and other facilities, books and records (including Tax Returnsrecords, Tax information and records) contracts of the Acquired Companies, and shall cause each Acquired Company and each of its Subsidiaries, to furnish the Company and its Subsidiaries shall furnish Buyer Buyers with all such information and data as Buyer may reasonably request (including copies of Contracts and such other financial, operating and other data and information)information as the Buyers may reasonably request; provided, however, that any such accessing access or furnishing of information shall be conducted at Buyer’s the Buyers’ expense, during normal business hours, under the supervision of the Company’s Companies’ personnel and in such a manner as not unreasonably to interfere with the normal operations of the Company and its Subsidiaries or with the operation or use (including by the Company’s customers) of the Company Satellites or risk harm to them. All of such information shall be treated as confidential information pursuant to the terms of the Confidentiality Agreement, the provisions of which are by this reference hereby incorporated hereinCompanies. Notwithstanding anything to the contrary in this Agreement, neither Company nor its Subsidiaries the Companies shall not be required to disclose any information to Buyer the Buyers or its their Representatives if such disclosure would, in the opinion of outside counsel for the Company, (i) jeopardize any attorney-client or other legal privilege or privilege, (ii) violate contravene any applicable Laws (including antitrust or competition Laws), fiduciary duty or Contract binding agreement (after commercially reasonable steps to obtain a waiver have been taken) entered into prior to the date hereof or (provided that the Sellers and the Company shall use commercially reasonable efforts to seek the consent of the counterparties iii) relate to any Contracts prohibiting such disclosure)consolidated, combined or unitary Return filed by the Sellers, the Companies or any of their Affiliates or any of their respective predecessor entities. (b) In order to facilitate the resolution of any claims made against or incurred by any Seller (as it relates to any of the Acquired Sellers and their Affiliates, on the one hand, or the Buyers or the Companies), for on the later of five (5) years after other hand, following the Closing or until Date, the resolution of such claim which was initiated during such five (5) year periodparties hereto shall cooperate and reasonably assist the other parties in obtaining reasonable access to information, Buyer shall (i) retain the books and records relating to the Acquired Companies relating to periods prior to the Closing and (ii) afford each Seller and its Representatives reasonable extent such information, books or records are within such party’s possession or control; provided, however, that any such access (including the right to make, at such Seller’s expense, photocopies), or furnishing of information shall be conducted during normal business hours, under the supervision of such party’s or the Companies’ personnel and in such a manner as not to unreasonably interfere with the normal operations of such books and recordsparty or the Companies.

Covenants Regarding Information. (a) From the date hereof until the earlier of the termination of this Agreement and the Closing Date, to the extent permitted by applicable United States export control Laws and the Company TAAs in place and upon reasonable notice, the Company and its Subsidiaries the Sellers shall afford the Buyer and its Representatives reasonable access to the Representativespersonnel (subject to Section 6.14) properties, assetsoffices, properties plants and other facilities, books and records (including Tax Returns, Tax information and records) of the Company and each of its Subsidiaries, the Company Business for any reasonable purpose related to this Agreement and its Subsidiaries shall furnish Buyer with all such information and data as Buyer may reasonably request (including copies of Contracts and such other financial, operating and other data and information)the Transactions; provided, however, that any such accessing or furnishing of information access shall be conducted at the Buyer’s expense, during normal business hours, under the supervision of the Company’s or the Business’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company Business and its Subsidiaries shall be subject to any limitations resulting from any Public Health Measures; provided further, that with respect to any properties, plants or with the operation or use (including by the Company’s customers) other facilities of the Company Satellites Business, any such access shall not include access for the purpose of conducting any real property assessments, environmental sampling analysis or risk harm to them. All other intrusive testing of any such information shall be treated as confidential information pursuant to properties, plants or other facilities without the terms prior written consent of the Confidentiality AgreementUS Seller, except as may be required under the provisions of which are by this reference hereby incorporated hereinConnecticut Transfer Act. Notwithstanding anything to the contrary in this Agreement, neither the Company nor its Subsidiaries and the Sellers shall not be required to disclose provide access to any information to the Buyer or its Representatives if such disclosure wouldthe Company or a Seller determines, in the opinion of outside counsel for the Companyits sole discretion, that (i) such access would jeopardize any attorney-client or other legal privilege or privilege, (ii) violate such access would contravene any applicable Laws (including antitrust or competition Lawsany Public Health Measures), fiduciary duty or Contract binding agreement entered into prior to the date hereof hereof, (provided that iii) the Sellers information to be accessed is pertinent to any litigation or other dispute or Action in which a Seller or any of its Affiliates, on the one hand, and the Company shall use commercially reasonable efforts Buyer or any of its Affiliates, on the other hand, are adverse parties, (iv) the information to seek be accessed should not be disclosed due to its competitively sensitive nature upon determination of counsel, or (v) the consent of the counterparties information to be accessed relates to any Contracts prohibiting such disclosure)consolidated, combined or unitary Tax Return filed by the Sellers, the Company or any of their Affiliates or any of their respective predecessor entities. (b) In order to facilitate the resolution of any claims made against or incurred by any Seller the Sellers (as it relates to any of the Acquired CompaniesBusiness), for the later a period of five (5) seven years after the Closing or until or, if shorter, the resolution of such claim which was initiated during such five (5) year periodapplicable period specified in the Buyer’s document retention policy, the Buyer shall (i) retain the books and records relating to the Acquired Companies Business relating to periods prior to the Closing and (ii) afford each Seller and its the Representatives of the Sellers reasonable access (including the right to make, at such the Seller’s expense, photocopies), subject to any limitations resulting from any Public Health Measures, during normal business hours, to such books and records; provided, that the Buyer shall notify the Sellers in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide the Sellers the opportunity to copy such books and records in accordance with this Section 6.2(b).