Common use of Delivery and Retention of Records Clause in Contracts

Delivery and Retention of Records. Within forty-five (45) days after the Closing Date, the Seller shall (with respect to each of the Javelina Partnerships, to the extent the Seller or its Affiliate have the Legal Right) deliver or cause to be delivered to the Buyer, copies of Tax Records which are relevant to Post-Closing Tax Periods and all other files, books, records, information and data relating to the Acquired Companies, including the Electronic Data and a CD containing all the information and data contained in the electronic data room (other than Tax Records) that are in the possession or control of the Seller or any of its Affiliates (excluding such files, books, records, information and data constituting Retained Assets, the “Records”). The Buyer agrees to (i) hold the Records and not to destroy or dispose of any thereof for a period of five (5) years from the Closing Date or such longer time as may be required by Law, provided that, if it desires to destroy or dispose of such Records during such period, it shall first offer in writing at least sixty (60) days before such destruction or disposition to surrender them to the Seller and if the Seller does not accept such offer within thirty (30) days after receipt of such offer, the Buyer may take such action and (ii) following the Closing Date to afford the Seller, its accountants, and counsel, during normal business hours, upon reasonable request, full access to the Records and to the Buyer’s employees to the extent that such access may be requested for any legitimate purpose at no cost to the Seller (other than for reasonable out-of-pocket expenses); provided that such access shall not be construed to require the disclosure of Records that would cause the waiver of any attorney-client, work product, or like privilege or cause the breach of any confidentiality agreement; provided, further that in the event of any litigation nothing herein shall limit either Party’s rights of discovery under applicable Law. All post-Closing access to the Records and to the Buyer’s employees will be subject to confidentiality obligations under Section 11(a).

Delivery and Retention of Records. Within forty-five (45) days Promptly after the Closing DateClosing, the Seller shall provide access to Buyer on reasonable advance notice to all Records in the possession of Seller, it being understood by Buyer and Seller that (with respect to each i) certain of the Javelina Partnerships, to the extent the Seller or its Affiliate have the Legal Right) deliver or cause to be delivered to the Buyer, copies of Tax Records which are relevant to Post-Closing Tax Periods and all other files, books, records, information and data relating to the Acquired Companies, including the Electronic Data and a CD containing all the information and data contained in the electronic data room (other than Tax Records) that are in the possession or control of other Persons and (ii) Buyer shall have such rights and obligations in respect of the Records as Seller has, and Seller represents that it has the right of immediate access during regular business hours to the Records while still in the possession of such third party and has the right to make copies thereof at its own expense. On or any before time to be mutually agreed upon by Buyer and Seller, at Buyer's request, Seller will use commercially reasonable efforts to cause the Records to be made available to Buyer at a mutually agreeable location. Upon actual delivery of the Records to Buyer (and their successors and assigns), Seller may retain a copy of the Records to the extent that they relate to the operation of its Affiliates (excluding such files, books, records, information and data constituting Retained Assets, the “Records”)business. The Buyer agrees to to: (ia) hold the Records and not to destroy or dispose of any portion thereof for a period of five (5) ten years from the Closing Date or such longer time as may be required by Law, provided that, if it desires to destroy or dispose of such Records during such period, it shall will first offer in writing at least sixty (60) days before such destruction or disposition to surrender them to the Seller and if the Seller does not accept such offer within thirty twenty (3020) days after receipt of such offer, the Buyer may take such action action; and (iib) following the Closing Date to afford the (i) Seller, its (ii) Seller's successors and assigns, and (iii) any of their accountants, and counsel, during normal business hours, upon reasonable request, at any time, full access to the Records and to the Buyer’s 's employees to the extent that such access may be requested for any legitimate purpose at no cost to the Seller (other than for reasonable out-of-pocket expenses); provided that such access shall will not be construed to require the disclosure of Records that would cause the waiver of any attorney-client, work product, product or like privilege or cause the breach of any confidentiality agreementprivilege; provided, further further, that in the event of any litigation nothing herein shall limit either any Party’s 's rights of discovery under applicable Law. All post-Closing Nothing herein shall impose any liability upon Buyer in the event of destruction or loss of any Records as a result of casualty. Buyer agrees to provide Seller and its successors and assigns to the interests in Seller and their Affiliates involved in the coal mining business reasonable access to the Records after the Closing Date in order for Seller to comply with their obligations under this Agreement (including without limitation, the preparation of any required tax returns in accordance with this Agreement and to comply with any indemnity obligations), and to conduct any historical audit of the Buyer’s employees will financial statements of Alpha or its Affiliates in accordance with generally accepted accounting principles and in accordance with Regulation S-X of the Securities and Exchange Commission. Seller agrees (and shall bind its respective successors and assigns) to keep the terms and conditions of the Outleases confidential; provided that Seller shall not be subject obligated to confidentiality obligations under Section 11(a)keep such terms and conditions confidential to the extent that they are already in possession of the public or becomes available to the public other than through the act or omission of Seller in breach hereof.

Delivery and Retention of Records. Within forty-five (45) days after the Closing Date, the Seller shall (with respect to each of the Javelina Partnerships, to the extent the Seller or its Affiliate have the Legal Right) deliver or cause to be delivered to the Buyer, copies of Tax Records which are relevant to Post-Closing Tax Periods and all other files, books, records, information and data relating to the Acquired Companies, including the Electronic Data and a CD containing all the information and data contained in the electronic data room (other than Tax Records) that are in the possession or control of the Seller or any of its Affiliates (excluding such files, books, records, information and data constituting Retained Assets, the “Records”). The Buyer agrees to (i) hold the Records and not to destroy or dispose of any thereof for a period of five (5) years from the Closing Date or such longer time as may be required by Law, provided that, if it desires to destroy or dispose of such Records during such period, it shall first offer in writing at least sixty (60) days before such destruction or disposition to surrender them to the Seller and if the Seller does not accept such offer within thirty (30) days after receipt of such offer, the Buyer may take such action and (ii) following the Closing Date to afford the Seller, its accountants, and counsel, during normal business hours, upon reasonable request, full access to the Records and to the Buyer’s employees to the extent that such access may be requested for any legitimate purpose at no cost to the Seller (other than for reasonable out-of-pocket expenses); provided that such access shall not be construed to require the disclosure of Records that would cause the waiver of any attorney-client, work product, or like privilege or cause the breach of any confidentiality agreement; provided, further that in the event of any litigation nothing herein shall limit either Party’s rights of discovery under applicable Law. All post-Closing access to the Records and to the Buyer’s employees will be subject to confidentiality obligations under Section 11(a).

Delivery and Retention of Records. Within forty-five (45) days after On or before the Closing Date, the Seller shall (with respect to each of the Javelina Partnerships, to the extent the Seller or its Affiliate have the Legal Right) will deliver or cause to be delivered to the Buyer, at the Buyer’s request, copies of Tax Records Records, which are relevant to Post-Closing Tax Periods and all other files, books, records, information and data relating to the Acquired CompaniesInterest, including each of the Electronic Data Starfish Companies and a CD containing all the information and data contained in the electronic data room Subject Assets (other than Tax Records) that are in the possession or control of the Seller or any of its Affiliates (excluding such files, books, records, information and data constituting Retained Assets, the “Records”). The Buyer agrees to (i) hold the Records and not to destroy or dispose of any portion thereof for a period of five (5) years from the Closing Date or such longer time as may be required by Law, provided that, if it desires to destroy or dispose of such Records during such period, it shall first offer in writing at least sixty (60) days before such destruction or disposition to surrender them to the Seller and if the Seller does not accept such offer within thirty (30) days after receipt of such offer, the Buyer may take such action and (ii) following the Closing Date to afford the Seller, its accountants, and counsel, during normal business hoursat any time, upon reasonable request, provide the Seller with copies of, or full access to to, any of the Records Records, and access to the Buyer’s employees to the extent that such access may be requested for any legitimate purpose at no cost to the Seller (other than for reasonable out-of-pocket expenses); provided provided, that such access will not be construed to require the disclosure of Records that would cause the waiver of any attorney-client, work-product or like privilege; provided further, that in the event of any litigation nothing herein shall limit any Party’s rights of discovery under applicable Law. The Buyer shall have the same rights, and the Seller shall have the same obligations, as are set forth in this Section 6(c) with respect to any copies of the Records retained by the Seller and access to the Seller’s (and its applicable Affiliate’s) employees; provided, that such access will not be construed to require the disclosure of Records that would cause the waiver of any attorney-client, work product, or like privilege or cause the breach of any confidentiality agreementprivilege; providedprovided further, further that in the event of any litigation nothing herein shall limit either any Party’s rights of discovery under applicable Law. All post-Closing access to the Records and to the Buyer’s employees will be subject to confidentiality obligations under Section 11(a).

Delivery and Retention of Records. Within forty-five On or before sixty (4560) days after the Closing Date, at the Seller shall (with respect to each of Buyer's request, the Javelina Partnerships, to the extent the Seller or its Affiliate have the Legal Right) Sellers will deliver or cause to be delivered to the BuyerBuyer at its office in 5628 Halxxxx Xxxx, copies of Tax Records which are relevant to Post-Closing Tax Periods and Xxxxxxx, Xxxxxxxxxx 00000, xx xxxx other mutually agreeable location, all other files, books, records, information and data relating to the Acquired CompaniesCoal Asset records (collectively, including the Electronic Data and a CD containing all the information and data contained in the electronic data room (other than Tax "Records) that are in the possession or control "). Each of the Seller or any Sellers (and their successors and assigns) may retain a copy of its Affiliates (excluding such files, books, records, information and data constituting Retained Assets, the “Records”)Records to the extent that they relate to the operation of their businesses. The Buyer agrees to (ia) hold the Records and not to destroy or dispose of any portion thereof for a period of five (5) ten years from the Closing Date or such longer time as may be required by Law, provided that, if it desires to destroy or dispose of such Records during such period, it shall will first offer in writing at least sixty (60) days before such destruction or disposition to surrender them to the Seller Sellers and if the Seller does Sellers do not accept such offer within thirty twenty (3020) days after receipt of such offer, the Buyer may take such action and (iib) following the Closing Date to afford (i) the SellerSellers, its (ii) the Sellers' successors and assigns and (iii) any of their accountants, and counsel, during normal business hours, upon reasonable request, at any time, full access to the Records and to the Buyer’s 's employees to the extent that such access may be requested for any legitimate purpose at no cost to the Seller Sellers (other than for reasonable out-of-pocket expenses); provided that such access shall will not be construed to require the disclosure of Records that would cause the waiver of any attorney-client, work product, product or like privilege or cause the breach of any confidentiality agreementprivilege; provided, further further, that in the event of any litigation nothing herein shall limit either any Party’s 's rights of discovery under applicable Law. All post-Closing Nothing herein shall impose any liability upon Buyer in the event of destruction or loss of any Records as a result of casualty. The Buyer agrees to provide the Sellers and their successors and assigns to the interests in the Coal Assets and their Affiliates involved in the coal mining business reasonable access to the Records after the Closing Date in order for Sellers to comply with their obligations under this Agreement (including without limitation, the preparation of the Closing Date Statement, the preparation of any required tax returns in accordance with this Agreement and to comply with any indemnity obligations), to conduct any historical audit of the Buyer’s employees will financial statements in accordance with generally accepted accounting principles and in accordance with Regulation S-X of the Securities and Exchange Commission and, to the extent required, to perform any obligations or to receive any benefits associated with the Retained Assets and Liabilities. The Sellers agree (and shall bind its successors and assigns) to keep the terms and conditions of the material agreements confidential; provided that the Sellers shall not be subject obligated to confidentiality obligations under Section 11(a)keep such terms and conditions confidential to the extent that they are already in possession of the public or becomes available to the public other than through the act or omission of the Sellers in breach hereof.

Delivery and Retention of Records. Within forty-five (45) days On or promptly after the Closing Date, the Seller shall (with respect to each of the Javelina Partnerships, to the extent the Seller or its Affiliate have the Legal Right) will deliver or cause to be delivered to the Buyer, copies of Tax Records which are relevant to Post-Closing Tax Periods and Buyer all other files, books, records, information and data relating to the Acquired Companies, including the Electronic Data and a CD containing all the information and data contained in the electronic data room Assets (other than Tax RecordsReturns, Tax work papers and other Tax records and information) that are in the possession or control of the Seller or any of and its Affiliates (excluding together with all of the Seller's and its Affiliates' contractual rights to request other such files, books, records, information and data constituting Retained Assets, from any third party) (the “"Records”"). The Buyer agrees to (i) hold the Records and not to destroy or dispose of any thereof for a period of five (5) six years from the Closing Date or such longer time as may be required by LawDate, provided that, if it desires to destroy or dispose of such Records during such period, it shall will first offer in writing at least sixty (60) 60 days before such destruction or disposition to surrender them to the Seller and if the Seller does not accept such offer within thirty (30) 20 days after receipt of such offer, the Buyer may take such action and (ii) following the Closing Date to afford the Seller, its accountants, accountants and counsel, during normal business hours, upon reasonable request, at any time, full access to the Records and to the Buyer’s 's employees to the extent that such access may be requested for any legitimate purpose at no cost to the Seller (other than for reasonable out-of-pocket expenses); provided provided, however, that such access shall will not be construed to require the disclosure of Records that would cause the waiver of any attorney-client, work product, product or like privilege or cause the breach of any confidentiality agreementprivilege; provided, further further, that in the event of any litigation nothing herein shall limit either Party’s 's rights of discovery under applicable Lawlaw. All post-Closing access The Buyer shall have the same rights, and the Seller shall have the same obligations, as are set forth in this Section with respect to any copies of the Records of the Seller pertaining to the Assets that are retained by the Seller, with the exception of Tax Returns, Tax work papers and other Tax records and information retained by the Seller, provided that such access will not be construed to require the disclosure of Records and to that would cause the Buyer’s employees will be subject to confidentiality obligations under Section 11(a)waiver of any attorney-client, work product or like privilege.

Delivery and Retention of Records. Within forty-five (45) days On or promptly after the Closing Date, the Seller shall (with respect to each of the Javelina Partnerships, to the extent the Seller or its Affiliate have the Legal Right) Sellers will deliver or cause to be delivered to the Buyer, copies of Tax Records which are relevant to Post-Closing Tax Periods and Buyer all other files, books, records, information and data relating to the Acquired Companies, including the Electronic Data and a CD containing all the information and data contained in the electronic data room (other than Tax Records) Assets that are in the possession or control of the either Seller or any of its Affiliates (excluding such files, books, records, information and data constituting Retained Assets, the “Records”). The Records shall include the Records necessary to allow Buyer to perform a cost of service calculation for the Pipeline in accordance with 18 CFR Section 346.2 and the decisions of the Federal Energy Regulatory Commission that set forth that agency’s methodology for the calculation of rates by oil and liquids pipelines, including, but not limited to, all historical records necessary for Buyer to determine the rate base for the Pipeline in accordance with the decisions of the Federal Energy Regulatory Commission. Buyer agrees to (i) hold the Records and not to destroy or dispose of any thereof for a period of five (5) seven years from the Closing Date or such longer time as may be required by Law, ; provided that, if it desires to destroy or dispose of such Records during such period, it shall will first offer in writing at least sixty (60) days 60 Days before such destruction or disposition to surrender them to the Seller Suburban, and if the Seller Suburban does not accept such offer within thirty (30) days 20 Days after receipt of such offer, the Buyer may take such action action, and (ii) following the Closing Date to afford the SellerSuburban, its accountants, and counsel, during normal business hours, upon reasonable request, at any time, full access to the Records and to the Buyer’s employees to the extent that such access may be requested for in connection with any legitimate purpose at no cost to the Seller Suburban (other than for reasonable out-of-pocket expenses); provided provided, further, that such access shall will not be construed to require the disclosure of Records that would cause the waiver of any attorney-client, work product, or like privilege or cause the breach of any confidentiality agreementprivilege; provided, further further, that in the event of any litigation nothing herein shall will limit either any Party’s rights of discovery under applicable Law. All post-Closing access to the Records and to the Buyer’s employees will be subject to confidentiality obligations under Section 11(a).

Delivery and Retention of Records. Within forty-five (45) days after the Closing Date, the Seller shall (with respect to each of the Javelina PartnershipsBlue Water Plant, to the extent the Seller or its Affiliate have the Legal Right) deliver or cause to be delivered to the Buyer, copies of Tax Records which are relevant to Post-Closing Tax Periods and all other files, books, records, information and data relating to the Acquired Companies, including the Electronic Data and a CD containing all the information and data contained in the electronic data room (other than Tax Records) that are in the possession or control of the Seller or any of its Affiliates (excluding such files, books, records, information and data constituting Retained Assets, the “Records”"RECORDS"). The Buyer agrees to (i) hold the Records and not to destroy or dispose of any thereof for a period of five (5) years from the Closing Date or such longer time as may be required by Law, provided that, if it desires to destroy or dispose of such Records during such period, it shall first offer in writing at least sixty (60) days before such destruction or disposition to surrender them to the Seller and if the Seller does not accept such offer within thirty (30) days after receipt of such offer, the Buyer may take such action and (ii) following the Closing Date to afford the Seller, its accountants, and counsel, during normal business hours, upon reasonable request, full access to the Records and to the Buyer’s 's employees to the extent that such access may be requested for any legitimate purpose at no cost to the Seller (other than for reasonable out-of-pocket expenses); provided that such access shall not be construed to require the disclosure of Records that would cause the waiver of any attorney-client, work product, or like privilege or cause the breach of any confidentiality agreement; provided, further that in the event of any litigation nothing herein shall limit either Party’s 's rights of discovery under applicable Law. All post-Closing access to the Records and to the Buyer’s 's employees will be subject to confidentiality obligations under Section 11(a).

Delivery and Retention of Records. Within forty-five On or before sixty (4560) days after the Closing Date, the Seller shall (with respect to each of the Javelina Partnerships, to the extent the Seller or its Affiliate have the Legal Right) will deliver or cause to be delivered to the Buyer, copies of Tax Records which are relevant to Post-Closing Tax Periods and all other filesoriginal material agreements, documents, books, files, records, information and data (including all Tax returns, reports or forms and related workpapers, electronic data to the extent transferable) relating exclusively to the Acquired Companies, including the Electronic Data and a CD containing all the information and data contained in the electronic data room (other than Tax Records) Companies that are in the possession or control of the Seller or any of its Affiliates (excluding such files, books, records, information and data constituting Retained Assets, the “Records”). The Buyer agrees to (i) cause the Acquired Companies to hold the Records and not to destroy or dispose of any thereof for a period of five (5) years from in accordance with the Closing Date or such longer time as may be required by Law, provided that, if it desires to destroy or dispose of such Records during such period, it shall first offer in writing at least sixty (60) days before such destruction or disposition to surrender them to the Seller and if the Seller does not accept such offer within thirty (30) days after receipt of such offer, the Buyer may take such action and (ii) Buyer’s records retention policies following the Closing Date and to afford the Seller, its accountants, and counsel, during normal business hours, upon reasonable advance notice and request, during such period, full access to the Records and to the Buyer’s employees to the extent that such access may be requested for any legitimate purpose at no cost to the Seller (other than for reasonable out-of-pocket copying and other expenses); provided that such access shall will not be construed to require the disclosure of Records that would cause the waiver of any attorney-client, work product, product or like privilege or cause the breach of any confidentiality agreementprivilege; provided, further further, that in the event of any litigation nothing herein shall limit either any Party’s rights of discovery under applicable Law. All post-Closing Without limiting the generality of the preceding sentences, the Buyer agrees to provide the Seller and its Affiliates reasonable access to and the right to make copies of the Records after the Closing Date for the purposes of assisting the Seller and its Affiliates (i) in complying with the Seller’s obligations under this Agreement (including without limitation, the preparation of the Inventory Statement and to comply with any indemnity obligations), (ii) in preparing and delivering any accounting provided for under this Agreement and adjusting, prorating and settling the charges and credits provided for in this Agreement, (iii) in preparing Tax returns, (iv) in responding to or disputing any Tax audit, (v) in asserting, defending or otherwise dealing with any claim or dispute, known or unknown, (vi) in asserting, defending or otherwise dealing with any Third Party Claim or dispute by or against the Seller or its Affiliates(collectively, “Access Events”). The access rights granted to the Buyer’s employees will , the Seller and their Affiliates herein and in Sections 6.11 and 6.12 hereof shall be subject construed so as to confidentiality obligations under Section 11(a)not unreasonably interfere with or disrupt normal operations of the Party granting such access.

Delivery and Retention of Records. Within forty-five On or before thirty (4530) days after the Closing Date, the Seller shall (with respect to each of the Javelina Partnerships, to the extent the Seller or its Affiliate have the Legal Right) will deliver or cause to be delivered to the Buyer, copies of Tax Records which are relevant to Post-Closing Tax Periods and at the Buyer's request all other files, books, records, information and data relating to the Acquired Companies, including Fox River and the Electronic Data and a CD containing all the information and data contained in the electronic data room (other than Tax Records) Subject Assets that are in the possession or control of the Seller Seller, its Affiliates, or the Acquired Companies (the "Records"); provided that it is understood that any of the records of the Acquired Companies that are associated with the land or other properties transferred pursuant to the Land Sale Agreement and that is not leased back to the Acquired Companies pursuant to the Lease Agreements shall remain the property of the buyer or its Affiliates (excluding successors and assigns pursuant to the Land Sale Agreement and the Buyer shall not be entitled to a copy of such files, books, records, information and data constituting Retained Assets, the “Records”). The Buyer agrees to (ia) hold the Records and not to destroy or dispose of any portion thereof for a period of five (5) four years from the Closing Date or such longer time as may be required by Law, provided that, if it desires to destroy or dispose of such Records during such period, it shall will first offer in writing at least sixty (60) days before such destruction or disposition to surrender them to the Seller and if the Seller does not accept such offer within thirty twenty (3020) days after receipt of such offer, the Buyer may take such action and (iib) following the Closing Date to afford the Seller, its accountants, and counsel, during normal business hours, upon reasonable request, at any time, full access to the Records and to the Buyer’s 's employees to the extent that such access may be requested for any legitimate purpose at no cost to the Seller (other than for reasonable out-of-pocket expenses); provided that such access shall will not be construed to require the disclosure of Records that would cause the waiver of any attorney-client, work product, product or like privilege or cause the breach of any confidentiality agreementprivilege; provided, further further, that in the event of any litigation nothing herein shall limit either any Party’s 's rights of discovery under applicable Law. All post-The Buyer agrees to provide the Seller and its Affiliates reasonable access to, and the right to make copies of, the Records after the Closing access Date in order for the Seller to comply with its obligations under this Agreement (including without limitation, the preparation of any required tax returns in accordance with this Agreement and to comply with any indemnity obligations) and, to the extent required, to perform any obligations or to receive any benefits associated with the Retained Assets and Liabilities. The Buyer agrees to provide the Seller and its Affiliates and its successors and assigns under the Land Sale Agreement and the Lease Agreements reasonable access to, and the right to make copies of, the Records after the Closing Date in order conduct any audit of the financial statements in accordance with generally accepted accounting principles and in accordance with Regulation S-K and S-X of the Securities and Exchange Commission associated with the business that is subject to the Buyer’s employees will be subject Lease Agreements. The Buyer agrees, at the sole cost and expense of such parties, to confidentiality obligations under Section 11(a)reasonably cooperate with and assist such parties in conducting such audits.

Delivery and Retention of Records. Within forty-five On or before sixty (4560) days after the Closing Date, the Seller shall (with respect to each of the Javelina Partnershipsat Buyer's request, to the extent the Seller or its Affiliate have the Legal Right) Sellers will deliver or cause to be delivered to Buyer at its office in Huntington, West Virginia or such other mutually agreeable location, the Buyer, copies PinnOak Records. Each Seller (and its successors and assigns) may retain a copy of Tax the PinnOak Records which are relevant to Post-Closing Tax Periods and all other files, books, records, information and data relating to the Acquired Companies, including extent that they relate to the Electronic Data and a CD containing all the information and data contained in the electronic data room (other than Tax Records) that are in the possession or control operation of the Seller or any of its Affiliates (excluding such files, books, records, information and data constituting Retained Assets, the “Records”)their respective businesses. The Buyer agrees to (ia) hold the PinnOak Records and not to destroy or dispose of any portion thereof for a period of five (5) ten years from the Closing Date or such longer time as may be required by Law, provided that, if it desires to destroy or dispose of such PinnOak Records during such period, it shall will first offer in writing at least sixty (60) days before such destruction or disposition to surrender them to the Seller Sellers and if the Seller does Sellers do not accept such offer within thirty twenty (3020) days after receipt of such offer, the Buyer may take such action and (iib) following the Closing Date to afford the (i) each Seller, its (ii) each Seller's successors and assigns and (iii) any of their accountants, and counsel, during normal business hours, upon reasonable request, at any time, full access to the PinnOak Records and to the Buyer’s 's employees to the extent that such access may be requested for any legitimate purpose at no cost to the either Seller (other than for reasonable out-of-pocket expenses); provided that such access shall will not be construed to require the disclosure of PinnOak Records that would cause the waiver of any attorney-client, work product, product or like privilege or cause the breach of any confidentiality agreementprivilege; provided, further further, that in the event of any litigation nothing herein shall limit either any Party’s 's rights of discovery under applicable Law. All post-Closing access to Nothing herein shall impose any liability upon Buyer in the Records and to the Buyer’s employees will be subject to confidentiality obligations under Section 11(a).event of destruction or loss of any PinnOak

Delivery and Retention of Records. Within forty-five On or before sixty (4560) days after the Closing Date, at the Seller shall (with respect to each of Buyer's request, the Javelina Partnerships, to the extent the Seller or its Affiliate have the Legal Right) Sellers will deliver or cause to be delivered to the BuyerBuyer at its office in 1 Suhua Road Jinrong Building, copies of Tax Records which are relevant to Post-Closing Tax Periods and Suite 801, Suzhou Industrial park, Jiaxxxx Xxxxxxxx, XX Xxxxx 000000, xx xxxx other mutually agreeable location, all other files, books, records, information and data relating to the Acquired CompaniesYOUBANG's Shares records (collectively, including the Electronic Data and a CD containing all the information and data contained in the electronic data room (other than Tax "Records) that are in the possession or control "). Each of the Seller or any Sellers (and their successors and assigns) may retain a copy of its Affiliates (excluding such files, books, records, information and data constituting Retained Assets, the “Records”)Records to the extent that they relate to the operation of their businesses. The Buyer agrees to (ia) hold the Records and not to destroy or dispose of any portion thereof for a period of five (5) ten years from the Closing Date or such longer time as may be required by Law, provided that, if it desires to destroy or dispose of such Records during such period, it shall will first offer in writing at least sixty (60) days before such destruction or disposition to surrender them to the Seller Sellers and if the Seller does Sellers do not accept such offer within thirty twenty (3020) days after receipt of such offer, the Buyer may take such action and (iib) following the Closing Date to afford (i) the SellerSellers, its (ii) the Sellers' successors and assigns and (iii) any of their accountants, and counsel, during normal business hours, upon reasonable request, at any time, full access to the Records and to the Buyer’s 's employees to the extent that such access may be requested for any legitimate purpose at no cost to the Seller Sellers (other than for reasonable out-of-pocket expenses); provided that such access shall will not be construed to require the disclosure of Records that would cause the waiver of any attorney-client, work product, product or like privilege or cause the breach of any confidentiality agreementprivilege; provided, further further, that in the event of any litigation nothing herein shall limit either any Party’s 's rights of discovery under applicable Law. All post-Closing Nothing herein shall impose any liability upon Buyer in the event of destruction or loss of any Records as a result of casualty. The Buyer agrees to provide the Sellers and their successors and assigns and their Affiliates involved in the human resource service business reasonable access to the Records after the Closing Date in order for Sellers to comply with their obligations under this Agreement (including without limitation, the preparation of the Closing Date Statement, the preparation of any required tax returns in accordance with this Agreement and to comply with any indemnity obligations), to conduct any historical audit of the Buyer’s employees will financial statements in accordance with generally accepted accounting principles and in accordance with Regulation S-X of the Securities and Exchange Commission. The Sellers agree (and shall bind its successors and assigns) to keep the terms and conditions of the material agreements confidential; provided that the Sellers shall not be subject obligated to confidentiality obligations under Section 11(a)keep such terms and conditions confidential to the extent that they are already in possession of the public or becomes available to the public other than through the act or omission of the Sellers in breach hereof.

Delivery and Retention of Records. Within forty-five (455) business days after the Closing Date, the Seller shall (with respect to each of DPI Shareholders and the Javelina Partnerships, to the extent the Seller or its Affiliate have the Legal Right) Flare Minority Owners will deliver or cause to be delivered to the Buyer, copies of Tax Records which are relevant to Post-Closing Tax Periods and Midcoast all other files, books, records, information information, and data relating to the Acquired Companies, including the Electronic Data DPI and a CD containing all the information and data contained in the electronic data room (other than Tax Records) Flare that are in the possession or control of the Seller or any of its Affiliates the DPI Shareholders and the Flare Minority Owners (excluding together with all of the their contractual rights to request other such files, books, records, information information, and data constituting Retained Assets, from any third party) (the “"Records”"). The Buyer Midcoast agrees to (i) hold the Records and not to destroy or dispose of any thereof for a period of five three (53) years from the Closing Date or such longer time as may be required by Lawlaw, provided that, if it desires to destroy or dispose of such Records during such period, it shall will first offer in writing at least sixty (60) days before such destruction or disposition to surrender them to the Seller DPI Shareholders and/or the Flare Minority Owners and if the Seller does they do not accept such offer within thirty twenty (3020) days after receipt of such offer, the Buyer Midcoast may take such action action; and (ii) following the Closing Date to afford the SellerDPI Shareholders and the Flare Minority Owners, its their accountants, and counsel, during normal business hours, upon reasonable request, at any time, full access to the Records and to the Buyer’s Midcoast Sub's employees to the extent that such access may be requested for any legitimate purpose at no cost to the Seller them (other than for reasonable out-of-pocket expenses); provided, however, that such access will not be construed to require the disclosure of Records that would cause the waiver of any attorney-client, work product or like privilege; provided, further, that in the event of any litigation nothing herein shall limit either Party's rights of discovery under applicable law. Midcoast shall have the same rights, and the DPI Shareholders and the Flare Minority Owners shall have the same obligations, as are set forth in this Section with respect to any copies of the Records of the DPI Shareholders and the Flare Minority Owners that are retained by them, with the exception of Tax Returns retained by them, provided that such access shall will not be construed to require the disclosure of Records that would cause the waiver of any attorney-client, work product, or like privilege or cause the breach of any confidentiality agreement; provided, further that in the event of any litigation nothing herein shall limit either Party’s rights of discovery under applicable Law. All post-Closing access to the Records and to the Buyer’s employees will be subject to confidentiality obligations under Section 11(a)privilege.

Delivery and Retention of Records. Within forty-five On or before sixty (4560) days after the Closing Date, at the Seller shall (with respect to each of Buyer's request, the Javelina Partnerships, to the extent the Seller or its Affiliate have the Legal Right) Sellers will deliver or cause to be delivered to the BuyerBuyer at its office in Huntington, copies of Tax Records which are relevant to Post-Closing Tax Periods and West Virginia or Hazard, Kentucky, or such other mutually agreeable location, all other files, books, records, information and data relating to the Acquired CompaniesCoastal Coal Records, including the Electronic Data Coastal Coal WV Records and a CD containing all the information and data contained in ANR WCDC Records (collectively, the electronic data room (other than Tax "Records) that are in the possession or control "). Each of the Seller or any Sellers (and their successors and assigns) may retain a copy of its Affiliates (excluding such files, books, records, information and data constituting Retained Assets, the “Records”)Records to the extent that they relate to the operation of their businesses. The Buyer agrees to (ia) hold the Records and not to destroy or dispose of any portion thereof for a period of five (5) ten years from the Closing Date or such longer time as may be required by Law, provided that, if it desires to destroy or dispose of such Records during such period, it shall will first offer in writing at least sixty (60) days before such destruction or disposition to surrender them to the Seller Sellers and if the Seller does Sellers do not accept such offer within thirty twenty (3020) days after receipt of such offer, the Buyer may take such action and (iib) following the Closing Date to afford (i) the SellerSellers, its (ii) the Sellers' successors and assigns and (iii) any of their accountants, and counsel, during normal business hours, upon reasonable request, at any time, full access to the Records and to the Buyer’s 's employees to the extent that such access may be requested for any legitimate purpose at no cost to the Seller Sellers (other than for reasonable out-of-pocket expenses); provided that such access shall will not be construed to require the disclosure of Records that would cause the waiver of any attorney-client, work product, product or like privilege or cause the breach of any confidentiality agreementprivilege; provided, further further, that in the event of any litigation nothing herein shall limit either any Party’s 's rights of discovery under applicable Law. All post-Closing Nothing herein shall impose any liability upon Buyer in the event of destruction or loss of any Records as a result of casualty. The Buyer agrees to provide the Sellers and their successors and assigns to the interests in Coastal Coal, Coastal Coal WV and their Affiliates involved in the coal mining business reasonable access to the Records after the Closing Date in order for Sellers to comply with their obligations under this Agreement (including without limitation, the preparation of the Closing Date Statement, the preparation of any required tax returns in accordance with this Agreement and to comply with any indemnity obligations), to conduct any historical audit of the Buyer’s employees will financial statements of Coastal Coal and Coastal Coal WV in accordance with generally accepted accounting principles and in accordance with Regulation S-X of the Securities and Exchange Commission and, to the extent required, to perform any obligations or to receive any benefits associated with the Retained Assets and Liabilities. The Sellers agree (and shall bind its successors and assigns) to keep the terms and conditions of the Outleases confidential; provided that the Sellers shall not be subject obligated to confidentiality obligations under Section 11(a)keep such terms and conditions confidential to the extent that they are already in possession of the public or becomes available to the public other than through the act or omission of the Sellers in breach hereof.

Delivery and Retention of Records. Within forty-five (45) On or within 15 days after the Closing Date, the Seller shall (with respect to each of the Javelina Partnerships, to the extent the Seller or its Affiliate have the Legal Right) will deliver or cause to be delivered to the Buyer, copies of Tax Records which are relevant to Post-Closing Tax Periods and Buyer all other files, books, records, information information, and data relating to the Acquired CompaniesAffordable Housing Group, including each entity therein and the Electronic Data and a CD containing all the information and data contained in the electronic data room (other than Tax Records) Projects that are in the possession or control of the Seller or any (together with all of its Affiliates (excluding Seller's contractual rights to request other such files, books, records, information information, and data constituting Retained Assetsfrom any third party), including without limitation, the “Records”original corporate minute and stock record books and organizational documents, as the case may be, for each entity in the Affordable Housing Group (the "RECORDS"). The Seller are entitled to keep copies of all Records and any portion of thereof. Buyer agrees to (i) hold the Records and not to destroy or dispose of any thereof for a period of five (5) ten years from the Closing Date or such longer time as may be required by Lawlaw or regulation (including, provided thatwithout limitation, if it any requirements under Section 42 of the Code or the regulations adopted thereunder, or any requirements of any Commission with respect to such Records). In the event that Buyer desires to destroy or dispose of such Records during such periodRecords, it shall will first offer in writing at least sixty (60) 60 days before such destruction or disposition to surrender them to the Seller and if the Seller does not accept such offer within thirty (30) 20 days after receipt of such offer, the Buyer may take such action and (ii) following action. Buyer agrees that, after the Closing Date to Date, it shall afford the Seller, its accountants, and counsel, during normal business hours, upon reasonable request, at any time, full access to the Records and to the Buyer’s 's employees to the extent that such access may be requested for any legitimate purpose at no cost to the Seller (other than for reasonable out-of-pocket expenses); PROVIDED, HOWEVER, that such access will not be construed to require the disclosure of Records that would cause the waiver of any attorney-client, work product or like privilege; provided, further, that in the event of any litigation nothing herein shall limit either Party's rights of discovery under applicable law. Buyer shall have the same rights, and Seller shall have the same obligations, as are set forth in this Section with respect to any copies of the Records of Seller pertaining to the Records that are retained by Seller, with the exception of tax Returns retained by Seller, provided that such access shall will not be construed to require the disclosure of Records that would cause the waiver of any attorney-client, work product, or like privilege privilege. Seller shall maintain the Records as confidential except for (i) information which is or cause the breach of any confidentiality agreement; provided, further that in the event of any litigation nothing herein shall limit either Party’s rights of discovery under applicable Law. All post-Closing access becomes available to the Records public without disclosure by Seller in breach hereof, (ii) disclosure to employees and agents of Seller, (iii) disclosure which is required by law or any regulatory or administrative proceeding (including, without limitation, disclosures required to be made to the Buyer’s employees will be subject Internal Revenue Service), (iv) disclosure in any legal proceedings involving Buyer and Seller with respect to confidentiality obligations under Section 11(a)this Agreement.

Delivery and Retention of Records. Within forty-five As soon as practicable, but in any event within thirty (4530) days after the Closing Date, the Seller shall (with respect to each of the Javelina Partnerships, to the extent the Seller or its Affiliate have the Legal Right) will deliver or cause to be delivered to the Buyer, copies of Tax Records which are relevant to Post-Closing Tax Periods and Buyer all other files, books, records, information and data relating to the Acquired Companies, including the Electronic Data and a CD containing all the information and data contained in the electronic data room (other than Tax Records) Black Marlin that are in the possession or control of Seller (the "Records") except such files as may be necessary for Seller or any to perform its obligations under the Services Agreement to be executed at Closing in substantially the form of its Affiliates Exhibit B attached hereto (excluding such files, books, records, information and data constituting Retained Assets, the “Records”"Services Agreement"). The Within sixty (60) days after expiration or termination of the Services Agreement, Seller will deliver all such retained Records to Buyer. Buyer agrees to (ia) hold the Records and not to destroy or dispose of any thereof for a period the longer of five (5i) six years from the Closing Date Date, or (ii) such longer time as may be required by Lawlaw, including upon notice from Seller for any mandatory or consensual extension of a statutory limitations period determined by the Internal Revenue Service for Tax Returns, provided that, if it desires to destroy or dispose of such Records during such period, it shall will first offer in writing at least sixty (60) 60 days before prior to such destruction or disposition to surrender them to the Seller and if the Seller does not accept such offer within thirty (30) 20 days after receipt of such offer, the Buyer may take such action and (iib) following the Closing Date to afford the Seller, Seller and its accountants, accountants and counsel, counsel during normal business hours, upon reasonable request, at any time, full access to the Records and to the Buyer’s 's employees to the extent that such access may be requested for any legitimate purpose at no cost to the Seller (other than for reasonable out-of-pocket expenses); , provided however, that such access shall will not be construed operate to require the disclosure of Records that would cause the waiver of any attorney-client, work product, product or like privilege or cause the breach of any confidentiality agreementprivilege; provided, further further, that in the event of any litigation nothing herein shall limit either Party’s party's rights of discovery under applicable Law. All post-Closing access to the Records and to the Buyer’s employees will be subject to confidentiality obligations under Section 11(a)law.

Delivery and Retention of Records. Within forty-five (45) days On or promptly after the Closing Date, the Seller shall (with respect to each of the Javelina Partnerships, to the extent the Seller or its Affiliate have the Legal Right) will deliver or cause to be delivered to the Buyer, copies of Tax Records which are relevant to Post-Closing Tax Periods and Buyer all other files, books, records, information and data relating to the Acquired Companies, including the Electronic Data and a CD containing all the information and data contained in the electronic data room Assets (other than Tax RecordsReturns, Tax workpapers and other Tax records and information) that are in the possession or control of the Seller or any and its subsidiaries (together with all of the Seller's and its Affiliates (excluding subsidiaries' contractual rights to request other such files, books, records, information and data constituting Retained Assets, from any third party) (the “"Records”"). The Buyer agrees to (i) hold the Records and not to destroy or dispose of any thereof for a period of five (5) six years from the Closing Date or such longer time as may be required by Lawlaw, provided that, if it desires to destroy or dispose of such Records during such period, it shall will first offer in writing at least sixty (60) 60 days before such destruction or disposition to surrender them to the Seller and if the Seller does not accept such offer within thirty (30) 20 days after receipt of such offer, the Buyer may take such action and (ii) following the Closing Date to afford the Seller, its accountants, accountants and counsel, during normal business hours, upon reasonable request, at any time, full access to the Records and to the Buyer’s 's employees to the extent that such access may be requested for any legitimate purpose at no cost to the Seller (other than for reasonable out-out- of-pocket expenses); provided provided, however, that such access shall will not be construed to require the disclosure of Records that would cause the waiver of any attorney-client, work product, product or like privilege or cause the breach of any confidentiality agreementprivilege; provided, further further, that in the event of any litigation nothing herein shall limit either Party’s 's rights of discovery under applicable Lawlaw. All post-Closing access The Buyer shall have the same rights, and the Seller shall have the same obligations, as are set forth in this Section with respect to any copies of the Records of the Seller pertaining to the Assets that are retained by the Seller, with the exception of Tax Returns, Tax workpapers and other Tax records and information retained by the Seller, provided that such access will not be construed to require the disclosure of Records and to that would cause the Buyer’s employees will be subject to confidentiality obligations under Section 11(awaiver of any attorney-client, work product or like privilege. (g).

Delivery and Retention of Records. Within forty-five (45) days after On or before the Closing Date, the Seller shall (with respect to each of the Javelina Partnerships, to the extent the Seller or its Affiliate have the Legal Right) will deliver or cause to be delivered to the Buyer, Buyer copies of Tax Records which are relevant to Post-Closing Tax Periods and all other files, books, records, information and data relating to the Acquired Companies, including the Electronic Data and a CD containing all the information and data contained in the electronic data room (other than Tax RecordsReturns, Tax workpapers and other Tax records and information) that are in relating to the possession or control of the Seller or any of its Affiliates Assets (excluding such files, books, records, information and data constituting Retained Assets, the “Records”). The Buyer agrees to (i) hold the Records and not to destroy or dispose of any thereof for a period of five (5) two years from the Closing Date or such longer time as may be required by Law, provided that, if it desires to destroy or dispose of such Records during such period, it shall will first offer in writing at least sixty (60) days before such destruction or disposition to surrender them to the Seller and if the Seller does not accept such offer within thirty ten (3010) days after receipt of such offer, the Buyer may take such action and (ii) following the Closing Date to afford the Seller, its accountants, and counsel, during normal business hours, upon reasonable request, full access to the Records and to the Buyer’s employees to the extent that such access may be requested for any legitimate purpose at no cost to the Seller (other than for Buyer's reasonable out-of-pocket expenses); provided, however, that such access will not be construed to require the disclosure of Records that would cause the waiver of any attorney-client, work product or like privilege; provided, further, that in the event of any litigation nothing herein shall limit either Party’s rights of discovery under applicable Law. Buyer shall have the same rights, and Seller shall have the same obligations, as are set forth in this Section with respect to any copies of the Records of Seller pertaining to the Assets that are retained by Seller, with the exception of Tax Returns, Tax workpapers and other Tax records and information retained by Seller, provided that such access shall will not be construed to require the disclosure of Records that would cause the waiver of any attorney-client, work product, or like privilege or cause the breach of any confidentiality agreement; provided, further that in the event of any litigation nothing herein shall limit either Party’s rights of discovery under applicable Law. All post-Closing access to the Records and to the Buyer’s employees will be subject to confidentiality obligations under Section 11(a)privilege.

Delivery and Retention of Records. Within forty-five (45) days On or promptly after the Closing Date, the Seller shall (with respect to each of the Javelina Partnerships, to the extent the Seller or its Affiliate have the Legal Right) will deliver or cause to be delivered to the Buyer, copies of Tax Records which are relevant to Post-Closing Tax Periods and Buyer all other files, books, records, information and data relating to the Acquired Companies, including the Electronic Data and a CD containing all the information and data contained in the electronic data room Assets (other than Tax RecordsReturns, Tax workpapers and other Tax records and information) that are in the possession or control of the Seller or any and its subsidiaries (together with all of the Seller's and its Affiliates (excluding subsidiaries' contractual rights to request other such files, books, records, information and data constituting Retained Assets, from any third party) (the “"Records”"). The Buyer agrees to (i) hold the Records and not to destroy or dispose of any thereof for a period of five (5) six years from the Closing Date or such longer time as may be required by Lawlaw, provided that, if it desires to destroy or dispose of such Records during such period, it shall will first offer in writing at least sixty (60) 60 days before such destruction or disposition to surrender them to the Seller and if the Seller does not accept such offer within thirty (30) 20 days after receipt of such offer, the Buyer may take such action and (ii) following the Closing Date to afford the Seller, its accountants, accountants and counsel, during normal business hours, upon reasonable request, at any time, full access to the Records and to the Buyer’s 's employees to the extent that such access may be requested for any legitimate purpose at no cost to the Seller (other than for reasonable out-of-pocket expenses); provided, however, that such access will not be construed to require the disclosure of Records that would cause the waiver of any attorney- client, work product or like privilege; provided, further, that in the event of any litigation nothing herein shall limit either Party's rights of discovery under applicable law. The Buyer shall have the same rights, and the Seller shall have the same obligations, as are set forth in this Section with respect to any copies of the Records of the Seller pertaining to the Assets that are retained by the Seller, with the exception of Tax Returns, Tax workpapers and other Tax records and information retained by the Seller, provided that such access shall will not be construed to require the disclosure of Records that would cause the waiver of any attorney-client, work product, product or like privilege or cause the breach of any confidentiality agreement; provided, further that in the event of any litigation nothing herein shall limit either Party’s rights of discovery under applicable Law. All post-Closing access to the Records and to the Buyer’s employees will be subject to confidentiality obligations under Section 11(a)privilege.

Delivery and Retention of Records. Within forty-five (45) days Promptly after the Closing DateClosing, the Seller shall provide access to Buyer on reasonable advance notice to all Records in the possession of Seller, it being understood by Buyer and Seller that (with respect to each i) certain of the Javelina Partnerships, to the extent the Seller or its Affiliate have the Legal Right) deliver or cause to be delivered to the Buyer, copies of Tax Records which are relevant to Post-Closing Tax Periods and all other files, books, records, information and data relating to the Acquired Companies, including the Electronic Data and a CD containing all the information and data contained in the electronic data room (other than Tax Records) that are in the possession of other Persons and (ii) Buyer shall have such rights and obligations with respect to the records as Seller has, and Seller represents that it has the right of immediate access during regular business hours to the Records while still in the possession of such third party and has the right to make copies thereof at its own expense. On or control before time to be mutually agreed upon by Buyer and Seller, at Buyer's request, Seller will use commercially reasonable efforts to cause the Records to be made available to Buyer at a mutually agreeable location. Upon actual delivery of the Records to Buyer (and their successors and assigns), Seller or any may retain a copy of the Records to the extent that they relate to the operation of its Affiliates (excluding such files, books, records, information and data constituting Retained Assets, the “Records”)business. The Buyer agrees to to: (ia) hold the Records and not to destroy or dispose of any portion thereof for a period of five (5) ten years from the Closing Date or such longer time as may be required by Law, provided that, if it desires to destroy or dispose of such Records during such period, it shall will first offer in writing at least sixty (60) days before such destruction or disposition to surrender them to the Seller and if the Seller does not accept such offer within thirty twenty (3020) days after receipt of such offer, the Buyer may take such action action; and (iib) following the Closing Date to afford the (i) Seller, its (ii) Seller's successors and assigns, and (iii) any of their accountants, and counsel, during normal business hours, upon reasonable request, at any time, full access to the Records and to the Buyer’s 's employees to the extent that such access may be requested for any legitimate purpose at no cost to the Seller (other than for reasonable out-of-pocket expenses); provided that such access shall will not be construed to require the disclosure of Records that would cause the waiver of any attorney-client, work product, product or like privilege or cause the breach of any confidentiality agreementprivilege; provided, further further, that in the event of any litigation nothing herein shall limit either any Party’s 's rights of discovery under applicable Law. All post-Closing Nothing herein shall impose any liability upon Buyer in the event of destruction or loss of any Records as a result of casualty. Buyer agrees to provide Seller and its successors and assigns to the interests in Seller and their Affiliates involved in the coal mining business reasonable access to the Records after the Closing Date in order for Seller to comply with their obligations under this Agreement (including without limitation, the preparation of any required tax returns in accordance with this Agreement and to comply with any indemnity obligations), and to conduct any historical audit of the Buyer’s employees will be subject to confidentiality obligations under Section 11(a)financial statements of Alpha or its Affiliates in accordance with generally accepted accounting principles and in accordance with Regulation S-X of the Securities and Exchange Commission.

Delivery and Retention of Records. Within forty-five (45) days On or promptly after the Closing Date, the Seller shall (with respect to each of the Javelina Partnerships, to the extent the Seller or its Affiliate have the Legal Right) will deliver or cause to be delivered to the Buyer, copies of Tax Records which are relevant to Post-Closing Tax Periods and Buyer all other files, booksrecords, ad valorem and real property Tax records, information and data relating to the Acquired CompaniesAssets, including together with all of the Electronic Data Seller’s and a CD containing all the information its subsidiaries’ contractual rights to request other such files, records, information, and data contained in the electronic data room from any third party (other than income Tax Records) Returns, income Tax workpapers and other income Tax records and information that are in the possession or control of the Seller or any of and its Affiliates subsidiaries) (excluding such files, books, records, information and data constituting Retained Assets, the “Records”). The Buyer agrees to (i) to hold the Records and not to destroy or dispose of any thereof for a period of five (5) 4 years from the Closing Date or such longer time as may be required by Law, provided that, if it desires to destroy or dispose of such Records during such period, it shall will first offer in writing at least sixty (60) 60 days before such destruction or disposition to surrender them to the Seller Seller’s Representative and if the Seller Seller’s Representative does not accept such offer in writing within thirty (30) 20 days after receipt of such offer, the Buyer may take such action and (ii) following the Closing Date to afford the Seller’s Representative, its accountants, and counsel, during normal business hours, upon reasonable request, at any time, full access to the Records and to the Buyer’s employees to the extent that such access may be requested for any legitimate purpose at no cost to the Seller Seller’s Representative (other than for reasonable out-of-pocket expenses), so long as such access does not unreasonably interfere with Buyer’s operations, is conducted during normal business hours and is limited solely to such legitimate purpose; provided that such access shall will not be construed to require the disclosure of Records that would cause the waiver of any attorney-client, work product, product or like privilege or cause the breach of any confidentiality agreementprivilege; provided, further further, that in the event of any litigation nothing herein shall limit either Party’s rights of discovery under applicable Law. All post-Closing access The Buyer shall have the same rights, and the Seller shall have the same obligations, as are set forth in this Section 5(c) with respect to any copies of the records of the Seller pertaining to the Records and Assets that are retained by the Seller, provided that such access will not be construed to require the Buyer’s employees will be subject to confidentiality obligations under Section 11(a)disclosure of records that would cause the waiver of any attorney-client, work product, or like privilege.