Common use of Post-Closing Access; Preservation of Records Clause in Contracts

Post-Closing Access; Preservation of Records. Subject to Section 6.2(c), from and after each Applicable Closing, Buyer and its Affiliates shall make, or cause to be made, available to each Seller all books, records, Tax Returns and documents of the applicable Acquired Entities (and the reasonable assistance of employees responsible for such books, records and documents) to the extent related to the ownership and conduct of the business of the Acquired Entities prior to the Applicable Closing during regular business hours as may be reasonably necessary for (i) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Action, (ii) preparing reports to equity holders and Governmental Authorities, or (iii) preparing and delivering any accounting or other statement provided for under this Agreement, preparing financial statements, Tax Returns, pursuing Tax refunds, or responding to or disputing any Tax audit, or the determination of any matter relating to the rights and obligations of such Seller or any of its Affiliates under any Transaction Documents; provided that (x) access to such books, records, documents and employees shall not interfere with the normal operations of such applicable Acquired Entities; (y) any such request for access shall be made in writing and with reasonable advanced notice, and (z) the cost to copy such books, records or documents and any reasonable out-of-pocket expenses of such applicable Acquired Entities incurred in connection therewith shall be paid by such Seller. Buyer shall cause applicable Acquired Entity to maintain and preserve all such Tax Returns, books, records and other documents for seven (7) years after the Applicable Closing Date. After such period, before Buyer shall dispose of any of such books, records and documents, Buyer shall give Sellers at least ninety (90) days’ prior written notice to such effect, and Sellers shall be given an opportunity, at their sole cost and expense, to remove and retain all or any part of such books, records and documents as such Seller may select.

Post-Closing Access; Preservation of Records. Subject to Section 6.2(c), from From and after each Applicable the Closing, Buyer Purchaser and its Affiliates Purchaser Parent shall make, make or cause to be made, made available to each Seller all books, records, Tax Returns and documents of the applicable Acquired Company Entities (and the reasonable assistance of employees responsible for such books, records and documents) to the extent related to the ownership and conduct of the business of the Acquired Entities prior to the Applicable Closing during regular business hours as may be reasonably necessary for (i) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Action, (ii) preparing reports to equity holders stockholders and Governmental Authorities, Government Authorities or (iii) such other purposes for which access to such documents is determined by Seller to be reasonably necessary, including preparing and delivering any accounting or other statement provided for under this AgreementAgreement or otherwise, preparing financial statements, Tax Returns, pursuing Tax refunds, refunds or responding to or disputing any Tax audit, or the determination of any matter relating to the rights and obligations of such Seller or any of its Affiliates under any Transaction Documentsthis Agreement; provided provided, however, that (x) access to such books, records, documents and employees shall not interfere with the normal operations of such applicable Acquired Entities; (y) any such request for access shall be made in writing Purchaser, its Affiliates or the Company Entities and with reasonable advanced notice, and (z) the cost to copy such books, records or documents and any reasonable out-of-pocket expenses of such applicable Acquired Purchaser, its Affiliates and the Company Entities incurred in connection therewith shall be paid by such Seller. Buyer Purchaser shall cause applicable Acquired each Company Entity to maintain and preserve all such Tax Returns, books, records and other documents for seven (7) years after any applicable statutory or regulatory retention period, as the Applicable Closing Date. After same may be extended and, in each case, shall offer to transfer such records to Seller at the end of any such period. Notwithstanding anything herein to the contrary, before Buyer Purchaser shall dispose not be required to provide any access or information to Seller, its Affiliates or any of their respective Representatives which Purchaser reasonably believes they or the Company Entities are prohibited from providing to Seller, its Affiliates or their respective Representatives by reason of applicable Law, which constitutes or allows access to information protected by attorney-client privilege, or which Purchaser or the Company Entities are required to keep confidential or prevent access to by reason of any of such books, records and documents, Buyer shall give Sellers at least ninety (90) days’ prior written notice to such effect, and Sellers shall be given an opportunity, at their sole cost and expense, to remove and retain all Contract with a third party or which would otherwise expose Purchaser or any part of such books, records and documents as such Seller may selectits Affiliates (including the Company Entities) to a material risk of Liability.

Post-Closing Access; Preservation of Records. Subject to Section 6.2(c), from (a) From and after each Applicable the Closing, Buyer Buyers and its their Affiliates shall make, (i) make or cause to be made, made available to each Seller Sellers all books, records, Tax Returns and documents of the applicable Acquired Company Entities (and the reasonable assistance of employees responsible for such books, records and documents) to the extent related to the ownership and conduct of the business of the Acquired Entities prior to the Applicable Closing during regular business hours as may be reasonably necessary for (iA) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Action, (iiB) preparing reports to equity holders stockholders and Governmental Authorities, Government Authorities or (iiiC) such other purposes for which access to such documents is determined by Sellers to be reasonably necessary, including preparing and delivering any accounting or other statement provided for under this AgreementAgreement or otherwise, preparing financial statements, Tax Returns, pursuing Tax refunds, refunds or responding to or disputing any Tax audit, or the determination of any matter relating to the rights and obligations of such Seller Sellers or any of its their Affiliates under any Transaction DocumentsDocuments (including relating to any Retained Assets or Retained Liabilities) and (ii) use commercially reasonable efforts to facilitate, and not impede or prevent, access to the financing counterparties for any Indebtedness of the Company Entities to the extent reasonably necessary to pursue recovery of any Cash Grant Proceeds; provided provided, however, that (x) access to such books, records, documents and employees shall not interfere with the normal operations of such applicable Acquired Entities; (y) any such request for access shall be made in writing Buyers, their Affiliates or the Company Entities and with reasonable advanced notice, and (z) the cost to copy such books, records or documents and any reasonable out-of-pocket expenses of such applicable Acquired the Buyers, their Affiliates and the Company Entities incurred in connection therewith shall be paid by Sellers; provided, further, that, notwithstanding anything herein to the contrary, Buyers and their Affiliates shall be obligated to provide Sellers and their Affiliates with all books, records and other documents relating to the Retained Assets and Retained Liabilities, including copies of all Cash Grant Correspondence and Cash Grant Reports (or, to the extent any such Sellerbooks, records or other documents contain information other than information relating to Retained Assets or Retained Liabilities, copies thereof). Buyer Buyers shall cause applicable Acquired each Company Entity to maintain and preserve all such Tax Returns, books, records and other documents for seven the greater of (7A) ten (10) years after the Applicable Closing Date. After Date and (B) any applicable statutory or regulatory retention period, as the same may be extended and, in each case, shall offer to transfer such records to Sellers at the end of any such period. Notwithstanding anything herein to the contrary, before Buyer Buyers shall dispose not be required to provide any access or information (other than relating to any Retained Assets or Retained Liabilities) to Sellers, their Affiliates or any of their respective representatives which Buyers reasonably believes they or the Company Entities are prohibited from providing to Sellers, their Affiliates or their respective representatives by reason of applicable Law, which constitutes or allows access to information protected by attorney-client privilege, or which Buyers or the Company Entities are required to keep confidential or prevent access to by reason of any Contract with a third party or which would otherwise expose any Buyers or any of their Affiliates (including the Company Entities) to a material risk of Liability. (b) From and after the Closing, Sellers shall make or cause to be made available to Buyers all books, records and documents of such Sellers relating to the Business (and the assistance of employees responsible for such books, records and documents, Buyer shall give Sellers at least ninety (90) days’ prior written notice to such effect, and Sellers shall be given an opportunity, at their sole cost and expenseduring regular business hours for the same purposes, to remove and retain all or any part of the extent applicable, as set forth in Section 6.6(a); provided, however, that access to such books, records records, documents and documents as employees shall not interfere with the normal operations of Sellers and the reasonable out-of-pocket expenses of Sellers incurred in connection therewith shall be paid by Buyers; provided, further, that none of Buyers, their Affiliates or their representatives shall have any right to access or review any Tax Return of Seller Parent or any of its Affiliates (including any consolidated, combined or unitary Tax Return including any such entity); provided, for the avoidance of doubt, that the foregoing limitation shall not limit Buyers’ right to receive information from the Sellers, including Tax Returns filed by the Sellers (but not any Tax Return of Seller may selectParent or any of its Affiliates (other than the Sellers)) to the extent that such information or Tax Return is necessary for Buyers to contest a Tax claim relating to the Company Entities for which Buyers are liable. Notwithstanding anything herein to the contrary, Sellers shall not be required to provide any access or information to Buyers, their Affiliates or any of their respective representatives which any Sellers reasonably believe they are prohibited from providing to Buyers, their Affiliates or their respective representatives by reason of applicable Law, which constitutes or allows access to information protected by attorney-client privilege, or which Sellers are required to keep confidential or prevent access to by reason of any Contract with a third party or which would otherwise expose any Seller or any of its Affiliates to a material risk of Liability.

Post-Closing Access; Preservation of Records. Subject to Section 6.2(c), from (a) From and after each Applicable the Closing, Buyer and its Affiliates shall make, or cause to be made, available to each Seller all books, records, Tax Returns and documents of the applicable Acquired Company Entities (and the reasonable assistance of employees responsible for such books, records and documents) to the extent related to the ownership and conduct of the business of the Acquired Entities prior to the Applicable Closing during regular business hours as may be reasonably necessary for (i) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Action, (ii) preparing reports to equity holders equityholders and Governmental Authorities, Authorities or (iii) such other purposes for which access to such documents is determined by Seller to be reasonably necessary, including preparing and delivering any accounting or other statement provided for under this AgreementAgreement or otherwise, preparing financial statements, Tax Returns, pursuing Tax refunds, refunds or responding to or disputing any Tax audit, or the determination of any matter relating to the rights and obligations of such Seller or any of its Affiliates under any Transaction Documents; provided provided, however, that (x) access to such books, records, documents and employees shall not interfere with the normal operations of such applicable Acquired Entities; (y) any such request for access shall be made in writing Buyer, its Affiliates, or the Company Entities and with reasonable advanced notice, and (z) the cost to copy such books, records or documents and any reasonable out-of-pocket expenses of such applicable Acquired Buyer, its Affiliates and the Company Entities incurred in connection therewith shall be paid by such Seller. Buyer shall cause applicable Acquired each Company Entity to maintain and preserve all such Tax Returns, books, records and other documents for seven the greater of (7A) three (3) years after the Applicable Closing Date. After Date and (B) any applicable statutory or regulatory retention period, as the same may be extended and, in each case, shall offer to transfer such records to Seller at the end of any such period. (b) From and after the Closing, before Seller shall make or cause to be made available to Buyer shall dispose all books, records and documents of any such Seller relating to the business of the Company Entities (and the assistance of employees responsible for such books, records and documents, Buyer shall give Sellers at least ninety (90) days’ prior written notice to such effect, and Sellers shall be given an opportunity, at their sole cost and expenseduring regular business hours for the same purposes, to remove and retain all or any part of the extent applicable, as set forth in Section 6.6(a); provided, however, that access to such books, records records, documents and documents as such employees shall not interfere with the normal operations of Seller may selectand the reasonable out-of-pocket expenses of Seller incurred in connection therewith shall be paid by Buyer.

Post-Closing Access; Preservation of Records. Subject to Section 6.2(c), from From and after each Applicable the Closing, Buyer for a period of seven (7) years after the Closing, each Party and its Affiliates shall make, or cause to be made, available to each Seller the other Party all books, records, Tax Returns and documents of to the applicable Acquired extent relating to the Company Entities prior to the Closing (and the reasonable assistance of employees responsible for such books, records and documents) to the extent related to the ownership and conduct of the business of the Acquired Entities prior to the Applicable Closing during regular business hours as may be reasonably necessary for (i) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any ActionAction (other than, without limiting any right to discovery, any Action between Seller or any of its Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other hand, with respect to this Agreement or the transactions contemplated hereby), (ii) preparing reports to equity holders and Governmental Authorities, Authorities or (iii) such other purposes for which access to such documents is determined by such requesting Party to be reasonably necessary, including preparing and delivering any accounting or other statement provided for under this AgreementAgreement or otherwise, preparing financial statements, Tax Returns, pursuing Tax refunds, refunds or responding to or disputing any Tax audit, or the determination of any matter relating to the rights and obligations of such Seller or any of its Affiliates the Parties under any Transaction Documents; provided provided, however, that (x) access to such books, records, documents and employees shall not interfere with the normal operations of such applicable Acquired Entities; (y) any such request for access shall be made in writing the disclosing Party and with reasonable advanced notice, and (z) the cost to copy such books, records or documents and any reasonable out-of-pocket expenses of such applicable Acquired Entities the disclosing Party incurred in connection therewith shall be paid by the requesting Party; provided, further, no Party shall be required to provide any access or information to the other Party, its Affiliates or any of its or their respective Representatives, if such Sellerfirst Party reasonably believes it is prohibited from providing to the other Party, its Affiliates or its or their respective Representatives by reason of applicable Law, which would jeopardize attorney-client or similar privilege, or which the first Party or its Affiliates are required to keep confidential or prevent access to by reason of any Contract with a Third Party or which would otherwise expose such first Party or its Affiliates to a risk of material Liability; provided that such first Party shall use its reasonable best efforts in any such circumstance to utilize an alternative mechanism to permit the other Party such access or information in a manner that would avoid such prohibition, jeopardy, requirement or risk. Buyer shall cause applicable Acquired each Company Entity to maintain and preserve all such Tax Returns, books, records and other documents for the greater of (A) seven (7) years after the Applicable Closing Date. After such Date and (B) any applicable statutory or regulatory retention period, before Buyer as the same may be extended and, in each case, shall dispose offer to transfer such records to Seller at the end of any of such books, records and documents, Buyer shall give Sellers period (at least ninety (90) days’ prior written notice to such effect, and Sellers shall be given an opportunity, at their Seller’s sole cost and expense, to remove and retain all or any part of such books, records and documents as such Seller may select).

Post-Closing Access; Preservation of Records. Subject Following the Closing and subject to Section 6.2(capplicable Law, Buyer shall, and shall cause its Affiliates (including the Target Companies) to, make or cause to be made available to the Sellers’ Representative and its Representatives (including the right to make, at the Sellers’ Representative’s expense, photocopies), from upon the prior written request of the Sellers’ Representative during regular business hours and after each Applicable Closing, upon reasonable advance notice and in such a manner as to not interfere unnecessarily with the conduct of business of Buyer and its Affiliates shall make(including the Target Companies), or cause to be made, available to each Seller all books, records, Tax Returns and documents of the applicable Acquired Entities (and the reasonable assistance of employees responsible for such books, records and documents) to documents in existence at the extent related to the ownership and conduct of the business of the Acquired Entities prior to the Applicable Closing during regular business hours as may be reasonably necessary for (ia) investigating, settling, preparing for the defense or prosecution of, defending defending, or prosecuting any ActionAction (other than any Action in which the parties are in an adversarial relationship, for which access shall be determined by applicable discovery rules), or (iib) preparing reports to equity holders and Governmental AuthoritiesEntities, or (iii) preparing and delivering any accounting or other statement provided for under this Agreement, preparing financial statements, including Tax Returns; provided, pursuing Tax refundshowever, or responding to or disputing any Tax audit, or that the determination of any matter relating to the rights reasonable and obligations of such Seller or any of its Affiliates under any Transaction Documents; provided that (x) access to such books, records, documents and employees shall not interfere with the normal operations of such applicable Acquired Entities; (y) any such request for access shall be made in writing and with reasonable advanced notice, and (z) the cost to copy such books, records or documents and any reasonable documented out-of-pocket expenses of such applicable Acquired Entities Buyer and its Affiliates (including the Target Companies) incurred in connection therewith shall be paid by such SellerSellers. Buyer shall, and shall cause applicable Acquired Entity to its Affiliates (including the Target Companies) to, maintain and preserve all such Tax Returns, books, records and other documents for seven (7) six years after the Applicable Closing Date. After such period, before Before Buyer shall or any of its Affiliates (including the Target Companies) may dispose of any of such books, records and other documents, Buyer shall give Sellers at least ninety (90) 60 days’ prior written notice to the Sellers’ Representative of such effectintention to dispose, and Sellers the Sellers’ Representative shall be given an opportunity, at their sole its cost and expense, to remove and retain all or any part of such booksbooks and records as it may elect. Notwithstanding the foregoing, records Buyer and documents as its Affiliates (including the Target Companies) shall not be required to disclose information pursuant to this Section 6.3 if such Seller may selectdisclosure, in the reasonable discretion of Buyer, would or would reasonably be expected to (i) result in the loss of attorney-client privilege, work product privilege or any similar protection with respect to such information; (ii) result in a violation of Law or any obligation of confidentiality; (iii) result in the disclosure of any trade secret; or (iv) result in the loss of any competitive advantage of Buyer or its Affiliates (including the Target Companies).

Post-Closing Access; Preservation of Records. Subject to Section 6.2(c), from From and after each Applicable the Closing, Buyer and its Affiliates Seller shall make, make or cause to be made, made available to each Seller Purchaser and its Representatives all books, records, Tax Returns records and documents of Seller relating to the applicable Acquired Entities Business (and the reasonable assistance of employees responsible for such books, records and documents) to the extent related to the ownership and conduct of the business of the Acquired Entities prior to the Applicable Closing during regular business hours for the same purposes, to the extent applicable, as may set forth in ‎Section 6.06; provided, however, that access to such books, records, documents and employees shall not interfere with the normal operations of Seller and the reasonable out-of-pocket expenses of Seller incurred in connection therewith shall be paid by Purchaser; provided, further, that none of Purchaser, its Affiliates or their Representatives shall have any right to access or review any Tax Return of Seller or any of its Affiliates (including any consolidated, combined or unitary Tax Return including any such entity); provided, for the avoidance of doubt, that the foregoing limitation shall not limit Purchaser’s right to receive information from Seller, including Tax Returns filed by Seller (but not any Tax Return of Seller or any of its Affiliates (other than Seller)) to the extent that such information or Tax Return is reasonably necessary for (i) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any ActionAction or Proceeding, (ii) preparing reports to equity holders stockholders and Governmental Authorities, Government Authorities or (iii) such other purposes for which access to such documents is determined by Purchaser to be reasonably necessary, including preparing and delivering any accounting or other statement provided for under this AgreementAgreement or otherwise, preparing financial statements, Tax Returns, pursuing Tax refunds, refunds or responding to or disputing any Tax audit, or the determination of any matter relating to the rights and obligations of such Seller or Purchaser or any of its their Affiliates under any Transaction Documents; provided that (x) access to such books, records, documents and employees this Agreement. Seller shall not interfere with the normal operations of such applicable Acquired Entities; (y) any such request for access shall be made in writing and with reasonable advanced notice, and (z) the cost to copy such books, records or documents and any reasonable out-of-pocket expenses of such applicable Acquired Entities incurred in connection therewith shall be paid by such Seller. Buyer shall cause applicable Acquired Entity to maintain and preserve all such Tax Returns, books, records and other documents for seven (7) years after any applicable statutory or regulatory retention period, as the Applicable Closing Date. After same may be extended and, in each case, shall offer to transfer such records to Purchaser at the end of any such period. Notwithstanding anything herein to the contrary, before Buyer Seller shall dispose not be required to provide any access or information to Purchaser, its Affiliates or any of their respective Representatives which Seller reasonably believes it is prohibited from providing to Purchaser, its Affiliates or their respective Representatives by reason of applicable Law, which constitutes or allows access to information protected by attorney-client privilege, or which Seller is required to keep confidential or prevent access to by reason of any of such books, records and documents, Buyer shall give Sellers at least ninety (90) days’ prior written notice to such effect, and Sellers shall be given an opportunity, at their sole cost and expense, to remove and retain all Contract with a third party or which would otherwise expose Seller or any part of such booksits Affiliates to a material risk of Liability. For purposes of this Section 5.09, records and documents as such Seller may selectPurchaser’s Representatives shall include the Financing Sources.

Post-Closing Access; Preservation of Records. Subject to Section 6.2(c)(a) On the Closing Date, from and after each Applicable Closing, Buyer and its Affiliates the Seller shall make, deliver or cause to be madedelivered to Parent all contracts, books, records, Tax Returns, documents and files of the Company and its Subsidiaries in the possession of the Seller, including records and files stored on computer disks or tapes or any other storage medium relating to the business and operations of the Company and its Subsidiaries. From and after the Closing, Parent will make or cause to be made available to each the Seller all books, records, Tax Returns and documents of the applicable Acquired Entities (Company and the reasonable assistance of employees responsible for such books, records and documents) its Subsidiaries relating to the extent related to the ownership and conduct of the business of the Acquired Entities period prior to the Applicable Closing during regular business hours as may be reasonably necessary for (i) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any ActionLegal Action (other than a Legal Action between the parties to this Agreement), (ii) preparing reports to equity holders and any Governmental Authorities, Authority or (iii) such other purposes for which access to such documents is reasonably believed by the Seller to be necessary, including preparing and delivering any accounting or other statement provided for under this AgreementAgreement or otherwise, preparing financial statements, Tax Returns, pursuing Tax refunds, Returns or responding to or disputing any Tax audit; provided, or the determination of any matter relating to the rights and obligations of such Seller or any of its Affiliates under any Transaction Documents; provided however, that (x) access to such books, records, Tax Returns and documents shall only be upon reasonable notice and employees shall not interfere with the normal unreasonably disrupt personnel and operations of such applicable Acquired Entities; (y) any such request for access the business of the Company or its Subsidiaries and shall be made in writing at the Seller’s sole cost and with reasonable advanced notice, expense. Parent will cause the Company and (z) the cost to copy such books, records or documents and any reasonable out-of-pocket expenses of such applicable Acquired Entities incurred in connection therewith shall be paid by such Seller. Buyer shall cause applicable Acquired Entity its Subsidiaries to maintain and preserve all such Tax Returns, books, records and other documents for seven a period equal to Parent’s standard retention period. (7b) years From and after the Applicable Closing Date. After such periodClosing, before Buyer shall dispose of any of such the Seller will make or cause to be made available to Parent all books, records and documents, Buyer shall give Sellers at least ninety (90) days’ prior written notice documents of the Seller relating to such effect, the business of the Company and Sellers shall be given an opportunity, at their sole cost and expenseits Subsidiaries during regular business hours for the same purposes, to remove and retain all or any part of the extent applicable, as set forth in Section 6.10(a); provided, however, that access to such books, records and documents as shall only be upon reasonable notice and shall not unreasonably disrupt personnel and operations of the business of the Seller and shall be at Parent’s sole cost and expense. The Seller will maintain and preserve all such Tax Returns, books, records and other documents for a period equal to the Seller’s standard retention period. The provisions of this Section 6.10(b) shall not affect the obligations of the Seller may selectpursuant to Section 6.10(a) hereof.

Post-Closing Access; Preservation of Records. Subject to Section 6.2(c), from (a) From and after each Applicable the Closing, Buyer will make or cause to be made available to Seller and its Affiliates and their respective Representatives all books, records and documents of Buyer and its Affiliates shall make(including the Acquired Companies) relating to the Acquired Companies, including those relating to Asbestos Liabilities or cause to be made, available to each Seller all books, records, Tax Returns and documents of the applicable Acquired Entities environmental matters (and the reasonable assistance of Buyer's and its Affiliates’ (including the Acquired Companies’) employees responsible for such books, records and documents) at reasonable times and locations as designated by Seller for (i) preparing Tax Returns and financial statements and preparing for or responding to the extent related to the ownership Tax audits covering operations and conduct of the business of the Acquired Entities transactions at or prior to the Applicable Closing during regular business hours as may be reasonably necessary for Effective Time, (iii) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Action, (iiiii) preparing reports to equity holders and stockholders, members or Governmental AuthoritiesEntities, (iv) obtaining or (iii) preparing and delivering seeking to obtain any accounting refund or other statement provided for under this Agreement, preparing financial statements, Tax Returns, pursuing Tax refunds, or responding to or disputing any Tax audit, or the determination of any matter credit relating to the rights and obligations of Acquired Company for any Pre-Closing Tax Period or (v) such other purposes for which access to such documents is believed by Seller or any of its Affiliates under any Transaction Documentsto be reasonably necessary; provided provided, however, that (x) access to such books, records, documents and employees shall will not unreasonably interfere with the normal operations of such applicable Acquired Entities; (y) any such request for access shall be made in writing Buyer and with reasonable advanced notice, its Affiliates and (z) the cost to copy such books, records or documents and any reasonable out-of-pocket expenses of such applicable Acquired Entities Buyer and its Affiliates incurred in connection therewith shall will be paid by such Seller. Subject to the last sentence of this Section 8.14(a), Buyer shall cause applicable Acquired Entity to will maintain and preserve or cause to be maintained and preserved all such Tax Returns, books, records and other documents for the greater of (A) seven (7) years after the Applicable Closing Date, (B) any applicable statutory or regulatory retention period, as the same may be extended or (C) the expiration of the applicable time periods set forth in Section 12.6(b). After At the end of such period, before Buyer shall dispose provide Seller with at least thirty calendar days prior written notice before destroying any such books and records, during which period Seller can elect to take possession of such books and records. Buyer will maintain and preserve or cause to be maintained and preserved all books, records and other documents relating in any way to Asbestos Liabilities without time limitation. (b) Buyer agrees that Seller may retain (i) copies of all materials made available to Buyer or its Representatives in the course of its investigation of the Business, together with a copy of all documents referred to in such materials, (ii) all books and records prepared in connection with the transactions contemplated by this Agreement, including bids received from others and information relating to such bids, (iii) copies of any books and records which may be relevant in connection with the defense of (A) the matters referred to in Article XII or (B) disputes or proceedings arising under the transactions contemplated by this Agreement with Governmental Entities or with other third Persons, and (iv) all financial information and all other accounting books and records prepared or used in connection with the preparation of financial statements of Seller. (c) From and after the Closing, Seller will make or cause to be made available to Buyer and its Representatives all books, records and documents of Seller and its Affiliates relating to the Acquired Companies (and the assistance of Seller’s and its Affiliates’ employees responsible for such books, records and documents) at reasonable times and locations as designated by Buyer for the same purposes, Buyer shall give Sellers at least ninety (90) days’ prior written notice to the extent applicable, as set forth in Section 8.14(a); provided, however, that access to such effectbooks, records, documents and Sellers employees will not unreasonably interfere with the normal operations of Seller and its Affiliates and the reasonable out-of-pocket expenses of Seller and its Affiliates incurred in connection therewith will be paid by Buyer. (d) Promptly following the Closing, Seller and its Affiliates shall be given an opportunity, at their sole cost transfer to Buyer and expense, to remove and retain all or its Representatives any part of such books, records and documents as such of Seller may selectand its Affiliates to the extent necessary for any claim of duty-drawback related to the operation of the Business, and will issue any certificates reasonably requested by Buyer that would enable Buyer and its Representatives to claim duty drawback related to the operation of the Business. Seller and its Affiliates will not claim duty-drawback, or issue any certificate necessary for duty-drawback to any other Person, on any merchandise transferred pursuant to this Agreement.

Post-Closing Access; Preservation of Records. Subject to Section 6.2(c), from From and after each Applicable the Closing, Buyer Purchaser and its Affiliates shall make, make or cause to be made, made available to each Seller all books, records, Tax Returns and documents of the applicable Acquired Entities Holdcos and the Project Companies (and the reasonable assistance of employees responsible for such books, records and documents) to the extent related to the ownership and conduct of the business of the Acquired Entities prior to the Applicable Closing during regular business hours as may be reasonably necessary for (i) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any ActionAction (other than any Action involving Purchaser or any of its Affiliates), (ii) preparing reports to equity holders stockholders and Governmental Authorities, Government Authorities or (iii) such other purposes for which access to such documents is determined by Seller to be reasonably necessary, including preparing and delivering any accounting or other statement provided for under this AgreementAgreement or otherwise, preparing financial statements, Tax Returns, pursuing Tax refunds, refunds or responding to or disputing any Tax audit, or the determination of any matter relating to the rights and obligations of such Seller or any of its Affiliates under any Transaction Documentsthis Agreement; provided provided, however, that (x) access to such books, records, documents and employees shall not interfere with the normal operations of such applicable Acquired Entities; (y) any such request for access shall be made in writing Purchaser, its Affiliates, the Holdcos or the Project Companies and with reasonable advanced notice, and (z) the cost to copy such books, records or documents and any reasonable out-of-pocket expenses of such applicable Acquired Entities Purchaser, its Affiliates, the Holdcos or the Project Companies incurred in connection therewith shall be paid by such Seller. Buyer Purchaser shall cause applicable Acquired Entity each Holdco and each Project Company to maintain and preserve all such Tax Returns, books, records and other documents related to Taxes through the Closing Date for seven (7) years after any applicable statutory or regulatory retention period, as the Applicable Closing Date. After same may be extended and, in each case, shall offer to transfer such records to Seller at the end of any such period. Notwithstanding anything herein to the contrary, before Buyer Purchaser shall dispose not be required to provide any access or information to Seller, its Affiliates or any of their respective representatives which Purchaser reasonably believes they, the Holdcos or the Project Companies are prohibited from providing to Seller, its Affiliates or their respective representatives by reason of applicable Law, which constitutes or allows access to information protected by attorney-client privilege, or which Purchaser, the Holdcos or the Project Companies are required to keep confidential or prevent access to by reason of any of such books, records and documents, Buyer shall give Sellers at least ninety (90) days’ prior written notice to such effect, and Sellers shall be given an opportunity, at their sole cost and expense, to remove and retain all Contract with a third party or which would otherwise expose Purchaser or any part of such books, records and documents as such Seller may selectits Affiliates (including the Holdcos or the Project Companies) to a material risk of Liability.

Post-Closing Access; Preservation of Records. Subject to Section 6.2(c), from (a) From and after each Applicable the Closing, Buyer and its Affiliates shall make, will make or cause to be made, made available to each Seller the Members and their Representatives all books, records, Tax Returns records and documents of the applicable Acquired Entities Companies (and the reasonable assistance of Buyer’s and its Affiliates’ (including the Acquired Companies) employees responsible for such books, records and documents) to the extent related to the ownership and conduct of the business of the Acquired Entities prior to the Applicable Closing during regular business hours as may be reasonably necessary for (i) preparing Tax Returns and financial statements and preparing for or responding to Tax audits covering operations and transactions at or prior to the Effective Time, (ii) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Action, (iiiii) preparing reports to equity holders and Governmental Authoritiesstockholders, members or Government Entities, (iiiiv) preparing and delivering obtaining or seeking to obtain any accounting refund or other statement provided for under this Agreement, preparing financial statements, Tax Returns, pursuing Tax refunds, or responding to or disputing any Tax audit, or the determination of any matter credit relating to the rights and obligations of Acquired Companies for any Pre-Closing Tax Period or (v) such Seller or other purposes for which access to such documents is believed by any of its Affiliates under any Transaction Documentsthe Members to be reasonably necessary; provided provided, however, that (x) access to such books, records, documents and employees will not unreasonably interfere with the normal operations of Buyer and its Affiliates and the reasonable out-of-pocket expenses of Buyer and its Affiliates incurred in connection therewith will be paid by Sellers. Buyer will maintain and preserve or cause to be maintained and preserved all such books, records and other documents for the greater of (A) seven years after the Closing Date or (B) any applicable statutory or regulatory retention period, as the same may be extended. At the end of such period, Buyer shall provide Sellers with at least thirty calendar days prior written notice before destroying any such books and records, during which period Sellers can elect to take possession of such books and records. (b) From and after the Closing, each Seller will make or cause to be made available to Buyer and its Representatives all books, records and documents of such Seller relating to the Acquired Companies (and the assistance of such Seller’s employees responsible for such books, records and documents) during regular business hours for the same purposes, to the extent applicable, as set forth in Section 9.12(a); provided, however, that access to such books, records, documents and employees will not unreasonably interfere with the normal operations of such applicable Acquired Entities; (y) any such request for access shall be made in writing Seller and with reasonable advanced notice, and (z) the cost to copy such books, records or documents and any reasonable out-of-pocket expenses of such applicable Acquired Entities Seller incurred in connection therewith shall will be paid by such Seller. Buyer shall cause applicable Acquired Entity to maintain and preserve all such Tax Returns, books, records and other documents for seven (7) years after the Applicable Closing Date. After such period, before Buyer shall dispose of any of such books, records and documents, Buyer shall give Sellers at least ninety (90) days’ prior written notice to such effect, and Sellers shall be given an opportunity, at their sole cost and expense, to remove and retain all or any part of such books, records and documents as such Seller may selectBuyer.

Post-Closing Access; Preservation of Records. Subject to Section 6.2(c), from (a) From and after each Applicable the Closing, Buyer will make or cause to be made available to Seller and its Affiliates and their respective Representatives all books, records and documents of Buyer and its Affiliates shall make(including the Acquired Companies) relating to the Acquired Companies, including those relating to Asbestos Liabilities or cause to be made, available to each Seller all books, records, Tax Returns and documents of the applicable Acquired Entities environmental matters (and the reasonable assistance of Buyer’s and its Affiliates’ (including the Acquired Companies’) employees responsible for such books, records and documents) at reasonable times and locations as designated by Seller for (i) preparing Tax Returns and financial statements and preparing for or responding to the extent related to the ownership Tax audits covering operations and conduct of the business of the Acquired Entities transactions at or prior to the Applicable Closing during regular business hours as may be reasonably necessary for Effective Time, (iii) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Action, (iiiii) preparing reports to equity holders and stockholders, members or Governmental AuthoritiesEntities, (iv) obtaining or (iii) preparing and delivering seeking to obtain any accounting refund or other statement provided for under this Agreement, preparing financial statements, Tax Returns, pursuing Tax refunds, or responding to or disputing any Tax audit, or the determination of any matter credit relating to the rights and obligations of Acquired Company for any Pre-Closing Tax Period or (v) such other purposes for which access to such documents is believed by Seller or any of its Affiliates under any Transaction Documentsto be reasonably necessary; provided provided, however, that (x) access to such books, records, documents and employees shall will not unreasonably interfere with the normal operations of such applicable Acquired Entities; (y) any such request for access shall be made in writing Buyer and with reasonable advanced notice, its Affiliates and (z) the cost to copy such books, records or documents and any reasonable out-of-pocket expenses of such applicable Acquired Entities Buyer and its Affiliates incurred in connection therewith shall will be paid by such Seller. Subject to the last sentence of this Section 8.14(a), Buyer shall cause applicable Acquired Entity to will maintain and preserve or cause to be maintained and preserved all such Tax Returns, books, records and other documents for the greater of (A) seven (7) years after the Applicable Closing Date, (B) any applicable statutory or regulatory retention period, as the same may be extended or (C) the expiration of the applicable time periods set forth in Section 12.6(b). After At the end of such period, before Buyer shall dispose provide Seller with at least thirty calendar days prior written notice before destroying any such books and records, during which period Seller can elect to take possession of such books and records. Buyer will maintain and preserve or cause to be maintained and preserved all books, records and other documents relating in any way to Asbestos Liabilities without time limitation. (b) Buyer agrees that Seller may retain (i) copies of all materials made available to Buyer or its Representatives in the course of its investigation of the Business, 43 (c) From and after the Closing, Seller will make or cause to be made available to Buyer and its Representatives all books, records and documents of Seller and its Affiliates relating to the Acquired Companies (and the assistance of Seller’s and its Affiliates’ employees responsible for such books, records and documents) at reasonable times and locations as designated by Buyer for the same purposes, Buyer shall give Sellers at least ninety (90) days’ prior written notice to the extent applicable, as set forth in Section 8.14(a); provided, however, that access to such effectbooks, records, documents and Sellers employees will not unreasonably interfere with the normal operations of Seller and its Affiliates and the reasonable out-of-pocket expenses of Seller and its Affiliates incurred in connection therewith will be paid by Buyer. (d) Promptly following the Closing, Seller and its Affiliates shall be given an opportunity, at their sole cost transfer to Buyer and expense, to remove and retain all or its Representatives any part of such books, records and documents as such of Seller may select.and its Affiliates to the extent necessary for any claim of duty-drawback related to the operation of the Business, and will issue any certificates reasonably requested by Buyer that would enable Buyer and its Representatives to claim duty drawback related to the operation of the Business. Seller and its Affiliates will not claim duty-drawback, or issue any certificate necessary for duty-drawback to any other Person, on any merchandise transferred pursuant to this Agreement. SECTION 8.15

Post-Closing Access; Preservation of Records. Subject to Section 6.2(c), from From and after each Applicable the Closing, Buyer Purchaser, Parent and its their Affiliates shall make, or cause to be made, upon reasonable prior notice, available to each Seller and its Affiliates all books, records, Tax Returns and documents of the applicable Acquired SEA-Vista Entities (and the reasonable assistance of employees responsible for such books, records and documents) to the extent related to the ownership and conduct of the business of the Acquired Entities prior to the Applicable Closing during regular business hours as may be reasonably necessary for (i) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Action, (ii) preparing reports to equity holders equityholders and Governmental Authorities, Authorities or (iii) such other purposes for which access to such documents is determined by Seller to be reasonably necessary, including preparing and delivering any accounting or other statement provided for under this AgreementAgreement or otherwise, preparing financial statements, Tax Returns, pursuing Tax refunds, tax refunds or responding to or disputing any Tax tax audit, or the determination of any matter relating to the rights and obligations of such Seller or any of its their Affiliates under any Transaction DocumentsAgreements; provided that (x) that, notwithstanding the foregoing, Purchaser, Parent and their Affiliates shall not be required to provide or cause to be provided access to or disclose or cause to be disclosed information where such booksaccess or disclosure would jeopardize the attorney-client privilege, records, documents contravene any Requirement of Law or contravene any confidentiality undertaking existing as of the date hereof. Purchaser and employees shall not interfere with the normal operations of such applicable Acquired Entities; (y) any such request for access shall be made in writing and with reasonable advanced notice, and (z) the cost to copy such books, records or documents and any reasonable out-of-pocket expenses of such applicable Acquired Entities incurred in connection therewith shall be paid by such Seller. Buyer Parent shall cause applicable Acquired each SEA-Vista Entity to maintain and preserve all such Pre-Closing Tax Returns, books, records and other documents for seven (7) years after the Applicable Closing Date. After such period, before Buyer shall dispose of any of such books, records and documents, Buyer shall give Sellers at least ninety (90) days’ prior written notice to such effect, and Sellers shall be given an opportunity, at their sole cost and expense, to remove and retain all or any part of such books, records and documents as such Seller may select.

Post-Closing Access; Preservation of Records. Subject to Section 6.2(c), from (a) From and after each Applicable the Closing, for a period not exceeding seven (7) years, Buyer shall, upon reasonable notice and during normal business hours, make or cause to be made available to Seller and its Affiliates and their respective Representatives all books, records and documents of Buyer and its Affiliates shall make, or cause (including the Acquired Companies) relating to be made, available to each Seller all books, records, Tax Returns and documents of the applicable Acquired Entities Companies (and the reasonable assistance of Buyer’s and its Affiliates’ (including the Acquired Companies’) employees responsible for such books, records and documents) for (i) preparing Tax Returns and refund claims and financial statements and preparing for or responding to the extent related to the ownership Tax audits and conduct of the business of the Acquired Entities other investigations covering operations and transactions at or prior to the Applicable Closing during regular business hours as may be reasonably necessary for Effective Time; (iii) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Action, ; (iiiii) preparing reports to equity holders and Governmental Authorities, ; (iv) obtaining or seeking to obtain any refund or credit relating to any Acquired Company for any Pre Closing Tax Period; or (iiiv) preparing and delivering any accounting or such other statement provided purposes for under this Agreement, preparing financial statements, Tax Returns, pursuing Tax refunds, or responding which access to or disputing any Tax audit, or the determination of any matter relating to the rights and obligations of such documents which is necessary for Seller or any of its Affiliates under to comply with the terms of this Agreement and the Transition Agreement or any Transaction Documentsapplicable Law; provided provided, however, that (x) access to such books, records, documents and employees shall will not unreasonably interfere with the normal operations of such applicable Acquired Entities; (y) any such request for access shall be made in writing Buyer and with reasonable advanced noticeits Affiliates, and (z) the cost to copy such books, records or documents and any reasonable out-of-out of pocket expenses of such applicable Acquired Entities Buyer and its Affiliates incurred in connection therewith shall will be paid by such Seller. Subject to the last sentence of this Section 8.13(a), Buyer shall cause applicable Acquired Entity to will maintain and preserve preserve, or cause to be maintained and preserved, all such Tax Returns, books, records and other documents for the greater of (A) seven (7) years after the Applicable Closing DateDate or (B) any applicable statutory or regulatory retention period, as the same may be extended. After At the end of such period, before Buyer shall dispose of provide Seller, with at least thirty (30) calendar days prior written notice before destroying any of such books, records and documents, during which period Seller can elect to take possession of such books and records. (b) Buyer shall give Sellers at least ninety agrees that Seller may, solely to use such for the purposes included in clauses (90i)-(v) daysof Section 8.13(a), retain (i) copies of all materials made available to Buyer or its Representatives in the course of its investigation of the Business, together with a copy of all documents referred to in such materials; (ii) all books and records prepared in connection with the Transactions; (iii) copies of any books and records which may be relevant in connection with the defense of (A) the matters referred to in Article XII or (B) disputes or proceedings arising under the Transactions with Governmental Entities or with other third Persons; and (iv) all financial information and all other accounting books and records prepared or used in connection with the preparation of financial statements of Seller. (c) From and after the Closing, for a period not exceeding seven (7) years, Seller shall, upon reasonable notice and during normal business hours, make or cause to be made available to Buyer and its Representatives copies of all books, records and documents of Seller and its Affiliates relating to the Acquired Companies or the Business (and the assistance of Seller’s and its Affiliates’ prior written notice to such effect, and Sellers shall be given an opportunity, at their sole cost and expense, to remove and retain all or any part of employees responsible for such books, records and documents) in Seller’s possession as of the Closing Date for the same purposes, to the extent applicable, as set forth in Section 8.13(a); provided, however, that access to such books, records, documents and employees will not unreasonably interfere with the normal operations of Seller and its Affiliates and the reasonable out of pocket expenses of Seller and its Affiliates incurred in connection therewith will be paid by Buyer. Each of the parties will treat any information received pursuant to this Section 8.13 as such Seller may selectconfidential information in accordance with its internal policies and procedures regarding the use and disclosure of confidential information.

Post-Closing Access; Preservation of Records. Subject to Section 6.2(c), from (a) From and after each Applicable Closingthe Closing until the seventh (7th) anniversary of the Closing Date, Buyer and its Affiliates shall make, Purchaser will make or cause to be made, made available to each Seller and its Representatives (i) at Seller’s sole cost and expense, all books, records, Tax Returns and documents of the applicable Acquired Entities (and the reasonable assistance of employees responsible for such books, records and documentsdocuments (including, for purposes of this Section 6.02(a), Tax Returns) of the Company and its Subsidiaries, and (ii) access to the management team and all facilities of the Company, in each case to the extent related relating to the ownership and conduct of the ongoing business and operations of the Acquired Entities prior Company and its Subsidiaries, and (iii) any and all incident reports relating to claims that have been filed or could be filed under any of the Applicable Closing Company’s Insurance Policies, in each case upon reasonable written request, during regular business hours hours, as may be reasonably necessary for, among other things: (A) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Proceeding by or before any court or other Governmental Authority; (B) preparing reports to Governmental Authorities; or (C) such other purposes for which access to such documents is believed in good faith by Seller to be reasonably necessary, including preparing and delivering any accounting or other statement provided for under this Agreement or otherwise, preparing Tax Returns or responding to or disputing any Tax inquiry, audit or assessment; provided, however, that such 37 (b) From and after the Closing until the seventh (7th) anniversary of the Closing Date, Seller and Parent will make or cause to be made available to Purchaser, its Affiliates and their respective Representatives (at Purchaser’s sole cost and expense), all books, records and documents (including, for purposes of this Section 6.02(b), Tax Returns but only to the extent such Tax Returns relate to the Company and its Subsidiaries and are not the consolidated income Tax Returns of Seller, Parent or their Affiliates) of the Company and its Subsidiaries to the extent relating to the conduct of the business and operations of the Company and its Subsidiaries prior to the Closing Date solely upon reasonable written request, during regular business hours, as may be reasonably necessary for: (i) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Action, Proceeding by or before any court or other Governmental Authority; (ii) preparing reports to equity holders and Governmental Authorities, ; or (iii) such other purposes for which access to such documents is believed in good faith by Purchaser to be reasonably necessary, including preparing and delivering any accounting or other statement provided for under this AgreementAgreement or otherwise, preparing financial statements, Tax Returns, pursuing Tax refunds, Returns or responding to or disputing any Tax auditinquiry, audit or the determination of any matter relating to the rights and obligations of such Seller or any of its Affiliates under any Transaction Documentsassessment; provided provided, however, that (x) access to such books, records, and documents and employees shall will not interfere with the normal operations of such applicable Acquired Entities; Seller or Parent and (y) any such request for access Seller and Parent shall be made entitled, in writing and with reasonable advanced noticetheir respective sole discretion, and (z) the cost to copy redact or otherwise withhold any such books, records records, documents or documents other information that is not related solely to the business and operations of the Company and its Subsidiaries. Notwithstanding anything in this Agreement to the contrary, neither Seller nor Parent shall be under any reasonable outobligation under this Section 6.02(b) to disclose to Purchaser or its Representatives (A) any information the disclosure of which is restricted by Law, (B) any information that would result in the disclosure of any trade secrets or competitively sensitive information, (C) any information that would adversely affect the attorney-of-pocket expenses client privilege or other evidentiary privileges of such applicable Acquired Entities incurred Purchaser or Parent or (D) any information related to or requested in connection therewith with any dispute related to, or indemnification claim under, this Agreement or the Transaction Documents (in which event the provisions of Section 8.05 and/or the applicable rules of discovery will apply in lieu of this Section 6.02(b)); provided, however, that, in the case of foregoing clauses (A) or (C), Seller and Purchaser shall be paid by such Seller. Buyer shall cause applicable Acquired Entity to maintain and preserve all such Tax Returns, books, records and other documents for seven (7) years after the Applicable Closing Date. After such period, before Buyer shall dispose of any of such books, records and documents, Buyer shall give Sellers at least ninety (90) days’ prior written notice to such effect, and Sellers shall be given an opportunity, at their sole cost and expense, to remove and retain all or any part of such books, records and documents as such Seller may select.38

Post-Closing Access; Preservation of Records. Subject to Section 6.2(c), from From and after each Applicable the Closing, Seller and Buyer agree that each of them shall preserve and its Affiliates shall makekeep, or cause to be madekept, available to each Seller all books, records, Tax Returns and documents of the applicable Acquired Entities (and the reasonable assistance of employees responsible for such books, records and documents) pre-Closing Records held by them or their Affiliates relating to the extent related Business for a period equal to the ownership greater of (a) seven (7) years from the Closing Date or (b) such period required by applicable Legal Requirements, and conduct shall cause such Records and, in the case of the business of the Acquired Entities prior Buyer, personnel to the Applicable Closing be available during regular business hours to the other as may be reasonably necessary for required in connection with: (i) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Action, Proceeding by or before any court or other Governmental Authority; (ii) preparing reports to equity holders and Governmental Authorities, or ; (iii) preparing and delivering any accounting or other statement provided for under this AgreementAgreement or otherwise in order to enable Seller and Buyer to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby; (iv) preparing financial statements, Tax Returns, pursuing Tax refunds, Returns or responding to or disputing any Tax auditinquiry, audit or assessment; provided; or (v) any other commercially reasonable purpose; provided, however, that such access does not unreasonably interfere with normal operations of the determination Person providing access to the same and shall occur during normal business hours upon reasonable notice, shall be subject to restrictions under applicable Legal Requirements and shall not require disclosure of any matter information subject to attorney-client privilege so long as, in the case of disclosure by Seller and Buyer, such Party has taken reasonable steps to permit inspection of or to disclose such information on a basis that does not compromise such Party’s privileges with respect thereto. In furtherance of and subject to the foregoing, Seller shall furnish, and cause its Affiliates to furnish and use commercially reasonable efforts to cause its vendors to furnish to Buyer and its representatives such financial and operating data and other information of Seller in Seller’s and its Affiliates’ possession (or otherwise reasonably attainable by Seller from its vendors) reasonably requested by Buyer relating to the rights and obligations of Business (other than any such information included in the Acquired Assets), in each case as Buyer may reasonably request. Without limiting but subject to the foregoing, Seller or any of its Affiliates under any Transaction Documents; provided that (x) shall provide Buyer with access to such booksinformation and Records of Seller (and, recordsat Buyer’s expense, documents in a format reasonably requested by Buyer) as is in the possession of Seller or its Affiliates and employees shall not interfere with either (A) is necessary for the normal operations operation, ownership and management of such the Acquired Assets and which Seller is permitted by applicable Acquired Entities; Legal Requirements to provide and which is required to be provided to Buyer by any Governmental Authority or (yB) is required to permit Buyer to satisfy its obligations to any such request for access Governmental Authority following the Closing, including any third party accreditation or review organization, which shall be made in writing and with reasonable advanced notice, and (z) the cost to copy such books, records or documents and provided promptly after any reasonable out-of-pocket expenses of such applicable Acquired Entities incurred in connection therewith shall be paid request therefor by such Seller. Buyer shall cause applicable Acquired Entity to maintain and preserve all such Tax Returns, books, records and other documents for seven (7) years after the Applicable Closing Date. After such period, before Buyer shall dispose of any of such books, records and documents, Buyer shall give Sellers at least ninety (90) days’ prior written notice to such effect, and Sellers shall be given an opportunity, at their sole cost and expense, to remove and retain all or any part of such books, records and documents as such Seller may selectBuyer.

Post-Closing Access; Preservation of Records. Subject to Section 6.2(c), from (a) From and after each Applicable the Closing, Buyer and its Affiliates shall make, or cause to be made, available to each Seller (for the purpose of examining and copying) all books, records, Books and Records and Tax Returns and documents of or to the applicable Acquired Entities extent relating to the Company or its business for the period (or any portions thereof) ending on or prior to the Closing Date (and the reasonable assistance cooperation of employees responsible for such books, records Books and documentsRecords and Tax Returns) to the extent related to the ownership and conduct of the business of the Acquired Entities prior to the Applicable Closing during regular business hours as may be reasonably necessary for (i) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any ActionAction (other than, without limiting any right to discovery, any Action between Seller or any of its Affiliates, on the one hand, and Buyer and any of its Affiliates, on the other hand, with respect to this Agreement or the transactions contemplated hereby), or (ii) preparing and delivering reports to equity holders direct and Governmental Authoritiesindirect limited partners, or (iii) preparing shareholders and delivering prospective limited partners and other investors and any accounting or other statement provided for under this AgreementAgreement or otherwise, preparing financial statements, Tax Returns, pursuing Tax refunds, Returns or responding to or disputing any Tax audit; provided, or the determination of any matter relating to the rights and obligations of such Seller or any of its Affiliates under any Transaction Documents; provided however, that (x) access to such booksBooks and Records, records, documents Tax Returns and employees shall not unduly interfere with the normal operations of such applicable Acquired Entities; (y) any such request for access shall be made in writing Buyer, its Affiliates, the Company and with reasonable advanced notice, and (z) the cost to copy such books, records or documents and any reasonable out-of-pocket expenses of such applicable Acquired Entities Buyer, its Affiliates and the Company incurred in connection therewith shall be paid by such Seller. Buyer shall cause applicable Acquired Entity the Company to maintain and preserve all such Tax Returns, books, records Returns and Books and Records and other documents in accordance with the bona fide recordkeeping policies of Buyer or the Company for the greater of (A) seven (7) years after the Applicable Closing Date. After such Date and (B) any applicable statutory or regulatory retention period, before Buyer shall dispose of any of such books, records as the same may be extended. (b) From and documentsafter the Closing, Buyer shall give Sellers at least ninety be entitled to all of the Books and Records in Seller’s and any member of the Seller Group’s (90including the Company’s) days’ prior written notice possession or control relating to the Company, its businesses, assets, properties or Interests (including all related electronic mail and data of SaaS providers), and, promptly following the Closing, Seller shall deliver any such Books and Records in any member of the Seller Group’s (other than the Company’s) possession or control to Buyer. For purposes of this Section 6.7(b), “Books and Records” shall not include, and Seller and its Affiliates shall be entitled to retain, (i) any income Tax Returns or Seller Consolidated Returns filed by Seller or any of its Affiliates, (ii) any Books and Records that are not related primarily to the Company or its business, assets or properties or the Company Interests or any Books and Records to the extent relating to Seller’s or any of its Affiliate’s other businesses, assets, properties, operations or Interests, (iii) documents relating to the negotiation of the transactions contemplated by this Agreement, (iv) documents relating to the Seller Profits Interests, and (v) documents subject to legal privilege (such as the attorney-client privilege or work product doctrine), except, in the case of clause (v), to the extent Buyer or any of its Affiliates is entitled to such effect, information under the Transaction Documents from and Sellers shall be given an opportunity, at their sole cost and expense, to remove and retain all or any part of such books, records and documents as such Seller may selectafter the Closing.

Post-Closing Access; Preservation of Records. Subject to Section 6.2(c), For a period of 7 years from and after each Applicable the Closing, Buyer and its Affiliates shall make, will make or cause to be made, made available to each Seller Sellers all books, records, Tax Returns and documents of the applicable Acquired Entities Companies (and the reasonable assistance of employees responsible for such books, records and documentsdocuments or whose participation that Seller determine is otherwise necessary or desirable in connection therewith) to the extent related to the ownership and conduct of the business of the Acquired Entities prior to the Applicable Closing during regular business hours as may be reasonably necessary for (ia) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any ActionAction (other than any Action between a Seller, (ii) preparing reports to equity holders on the one hand, and Governmental AuthoritiesBuyer, on the other hand), or (iiib) preparing and delivering any accounting or other statement provided for under this Agreement, preparing financial statements, reports to shareholders and reports to and filings with Governmental Authorities, including preparing statutory reports or Tax Returns, pursuing Tax refunds, Returns or responding to or disputing any Tax auditmatter; provided, or the determination of any matter relating to the rights and obligations of such Seller or any of its Affiliates under any Transaction Documents; provided however, that (x) access to such books, records, documents and employees shall will not interfere with the normal operations of such the Acquired Companies and (in the case of records relating to the Business Employees) will at all times be permissible by applicable Acquired Entities; (y) any such request for access shall be made in writing and with reasonable advanced noticedata privacy Laws, and (z) the cost to copy such books, records or documents and any reasonable out-of-pocket expenses of such applicable Buyer and the Acquired Entities Companies incurred in connection therewith shall will be paid by such SellerSellers. Buyer shall will cause applicable the Acquired Entity Companies to maintain and preserve all such Tax Returns, books, records and other documents for seven (7) years after the Applicable Closing Date. After Date and shall offer to transfer such period, before Buyer shall records to Sellers at the end of such seven-year period by providing Sellers with not less than 20 Business Days written notice of Buyer’s intention to destroy or dispose of any of such books, records and documents, Buyer shall give Sellers at least ninety (90) days’ prior written notice to such effectrecords, and Sellers shall be given an opportunity, exercise its rights to obtain such records (at their Sellers’ sole cost and expense) within such 20 Business Day period. Notwithstanding the foregoing, to remove and retain all this Section 6.8 shall not require Buyer or any part of its Affiliates to disclose any information that in the reasonable, good faith judgment of Buyer would reasonably be expected to result in any violation of any Law to which Buyer or its Subsidiaries is a party or is subject or cause any privilege (including attorney-client privilege) which Buyer or any of its Subsidiaries would be entitled to assert to be undermined with respect to such information and such undermining of such booksprivilege would in Buyer’s good faith judgment (after consultation with outside counsel) adversely affect in any material respect Buyer’s position in any pending or, records and documents as what Buyer believes in good faith (after consultation with outside counsel) would reasonably be expected to be, future litigation; provided that, in such Seller may selectcases the Parties shall cooperate in seeking to find a way to allow disclosure of such information (including by entering into a joint-defense or similar agreement) to the extent doing so would not (in the good faith belief of Buyer) reasonably be likely to result in the violation of any such Law or reasonably be likely to cause such privilege to be undermined with respect to such information.

Post-Closing Access; Preservation of Records. Subject to Section 6.2(csuch reasonable limitations as Buyers may impose to protect competitively sensitive, confidential or privileged information, for a period of six years following the Closing (or with respect to Tax Returns, the shorter of six years following the Closing and the expiration of the applicable statute of limitations), from and after each Applicable Closingupon the reasonable prior request of Sellers, Buyer and its Affiliates Buyers shall make, make or cause to be made, made available to each Seller Sellers (a) its and the Acquired Companies’ employees, consultants, contractors, advisors, accountants and other representatives and agents and (b) all books, records, Tax Returns and documents (including electronic documents) of the applicable Acquired Entities Companies (and the reasonable assistance of employees responsible for such books, records records, Tax Returns and documentsdocuments (including electronic documents and email) or whose participation that Sellers reasonably determine is otherwise necessary in connection therewith), in each case of (a) and (b), to the extent related to the ownership and conduct of the business activities or operations of the Acquired Entities Companies prior to the Applicable Closing during regular business hours as may be reasonably necessary for Date and in connection with or otherwise related to (i) investigatingSellers’ or any of their respective Affiliates’ investigation, settlingsettlement, preparing preparation for or execution of the defense or prosecution of, defending of any Action (other than any Action between Buyers or prosecuting any Actiontheir Affiliates on the one hand and Sellers or their Affiliates on the other hand), (ii) preparing the preparation of any reports by Sellers or any of their respective Affiliates to equity holders and Governmental any of Sellers’ direct or indirect equityholders required to be submitted to any Government Authorities, or (iii) preparing and delivering any accounting the preparation or other statement provided for under this Agreement, preparing financial statements, review of Tax Returns, pursuing Tax refunds, Returns or responding to or disputing any Tax auditinquiry, Action, claim, assessment, audit or the determination of any matter relating similar event with respect to the rights and obligations of such Seller or any of its Affiliates under any Transaction DocumentsTaxes; provided provided, however, that (xA) access to such books, records, documents documents, employees, consultants, contractors, advisors, accountants and employees other representatives and agents shall not materially interfere with the normal operations of such applicable Buyers or the Acquired Entities; Companies and shall occur during normal business hours, (yB) any such request Sellers shall pay or reimburse Buyers and the Acquired Companies for access shall be made in writing and with reasonable advanced notice, and (z) the cost to copy such books, records or documents and any all reasonable out-of-pocket expenses of such applicable Buyers and the Acquired Entities Companies incurred in connection therewith therewith, and (C) any information disclosed pursuant to this Section 5.2 shall be paid by such Seller. Buyer shall cause applicable Acquired Entity to maintain and preserve all such Tax Returns, books, records and other documents deemed “Confidential Information” for seven (7) years after the Applicable Closing Date. After such period, before Buyer shall dispose purposes of any of such books, records and documents, Buyer shall give Sellers at least ninety (90) days’ prior written notice to such effect, and Sellers shall be given an opportunity, at their sole cost and expense, to remove and retain all or any part of such books, records and documents as such Seller may selectSection 5.8.

Post-Closing Access; Preservation of Records. Subject to Section 6.2(c), from and after each Applicable After the Closing, Buyer and its Affiliates shall make, or cause to be made, available to each Seller or any of its Representatives all books, records, Tax Returns and documents of the applicable Acquired Company Entities (and the reasonable assistance of employees responsible for such books, records and documents) to the extent related to the ownership and conduct of the business of the Acquired Entities prior to the Applicable Closing during regular business hours as may be reasonably necessary required, at Seller’s reasonable discretion, for (ia) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Action, (iib) preparing reports to equity holders and Governmental Authorities, or (iiic) such other purposes for which access to such documents is determined by Seller to be reasonably required, including preparing and delivering any accounting or other statement provided for under this AgreementAgreement or otherwise, preparing financial statements, Tax Returns, pursuing Tax refunds, refunds or responding to or disputing any Tax audit, or the determination of any matter relating to the rights and obligations of such Seller or any of its Affiliates under any Transaction Documents; provided provided, that (x) access to such books, records, documents and employees shall not materially interfere with the normal operations of such applicable Acquired Entities; (y) any such request for access shall be made in writing Buyer, its Affiliates, or the Company Entities and with reasonable advanced notice, and (z) the cost to copy such books, records or documents and any reasonable out-of-pocket expenses of such applicable Acquired Buyer, its Affiliates and the Company Entities incurred in connection therewith shall be paid by such Seller. Buyer shall cause applicable Acquired each Company Entity to maintain and preserve all such Tax Returns, books, records and other documents for the greater of seven (7) years after the Applicable Closing Date. After Date and any applicable statutory or regulatory retention period, as the same may be extended and, in each case, shall offer to transfer such records to Seller at the end of any such period, before Buyer shall dispose of any of such books, records and documents, Buyer shall give Sellers at least ninety (90) days’ prior written notice to such effect, and Sellers shall be given an opportunity, at their sole cost and expense, to remove and retain all or any part of such books, records and documents as such Seller may select.

Post-Closing Access; Preservation of Records. Subject to Section 6.2(c)(a) On the Closing Date, from and after each Applicable Closing, Buyer and its Affiliates the Sellers shall make, deliver or cause to be madedelivered to the Buyer all contracts, books, records, Tax Returns, documents and files of the Company and its Subsidiaries in the possession of the Sellers or their Affiliates, including records and files stored on computer disks or tapes or any other storage medium relating to the business and operations of the Company and its Subsidiaries. From and after the Closing, the Buyer will make or cause to be made available to each Seller the Sellers all books, records, Tax Returns and documents of the applicable Acquired Entities Company and its Subsidiaries relating to the period prior to the Closing (and the reasonable assistance of employees responsible for such books, records and documents) to the extent related to the ownership and conduct of the business of the Acquired Entities prior to the Applicable Closing during regular business hours as may be reasonably necessary for (i) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Action, (ii) preparing reports to equity holders and Governmental Authorities, Authorities or (iii) such other purposes for which access to such documents is reasonably believed by the Sellers to be necessary, including preparing and delivering any accounting or other statement provided for under this AgreementAgreement or otherwise, preparing financial statements, Tax Returns, pursuing Tax refunds, Returns or responding to or disputing any Tax audit; provided, or the determination of any matter relating to the rights and obligations of such Seller or any of its Affiliates under any Transaction Documents; provided however, that (x) access to such books, records, Tax Returns, documents and employees shall only be upon reasonable notice and shall not interfere with the normal unreasonably disrupt personnel and operations of such applicable Acquired Entities; (y) any such request for access the business of the Company or its Subsidiaries and shall be made in writing at the Sellers’ sole cost and with reasonable advanced notice, expense. The Buyer will cause the Company and (z) the cost to copy such books, records or documents and any reasonable out-of-pocket expenses of such applicable Acquired Entities incurred in connection therewith shall be paid by such Seller. Buyer shall cause applicable Acquired Entity its Subsidiaries to maintain and preserve all such Tax Returns, books, records and other documents for seven a period equal to the lesser of (7A) the Buyer’s standard retention period, but not less than three (3) years after the Applicable Closing Date. After such , and (B) any applicable statutory or regulatory retention period, before Buyer as the same may be extended and, in each case, shall offer to transfer such records to the Sellers at the end of any such period by providing the Sellers with not less than twenty (20) days’ written notice of the Buyer’s intention to destroy or dispose of any such records with the Sellers to exercise its rights to obtain such records within such twenty-(20)-day period. (b) From and after the Closing, the Sellers will make or cause to be made available to the Buyer all books, records and documents of the Sellers relating to the business of the Company and its Subsidiaries (and the assistance of employees responsible for such books, records and documents) during regular business hours for the same purposes, Buyer shall give Sellers at least ninety (90) days’ prior written notice to the extent applicable, as set forth in Section 6.9(a); provided, however, that access to such effectbooks, records, documents and employees shall only be upon reasonable notice and shall not unreasonably disrupt personnel and operations of the business of the Sellers and shall be given an opportunity, at their the Buyer’s sole cost and expense. The Sellers will maintain and preserve all such Tax Returns, to remove and retain all or any part of such books, records and other documents for a period equal to the lesser of (A) the Sellers’ standard retention period, but not less than three (3) years after the Closing Date, and (B) any applicable statutory or regulatory retention period, as the same may be extended and, in each case, shall offer to transfer such Seller may selectrecords to the Buyer at the end of any such period by providing the Buyer with not less than twenty (20) days’ written notice of the Sellers’ intention to destroy or dispose of such records, with the Buyer to exercise its rights to obtain such records within that twenty (20)-day period.

Post-Closing Access; Preservation of Records. Subject to Section 6.2(c), from From and after each Applicable the Closing, Buyer and its Affiliates Seller shall make, make or cause to be made, made available to each Seller Purchaser and its Representatives all books, records, Tax Returns records and documents of Seller relating to the applicable Acquired Entities Business (and the reasonable assistance of employees responsible for such books, records and documents) to the extent related to the ownership and conduct of the business of the Acquired Entities prior to the Applicable Closing during regular business hours for the same purposes, to the extent applicable, as may set forth in Section 6.06; provided, however, that access to such books, records, documents and employees shall not interfere with the normal operations of Seller and the reasonable out-of-pocket expenses of Seller incurred in connection therewith shall be paid by Purchaser; provided, further, that none of Purchaser, its Affiliates or their Representatives shall have any right to access or review any Tax Return of Seller or any of its Affiliates (including any consolidated, combined or unitary Tax Return including any such entity); provided, for the avoidance of doubt, that the foregoing limitation shall not limit Purchaser’s right to receive information from Seller, including Tax Returns filed by Seller (but not any Tax Return of Seller or any of its Affiliates (other than Seller)) to the extent that such information or Tax Return is reasonably necessary for (i) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any ActionAction or Proceeding, (ii) preparing reports to equity holders stockholders and Governmental Authorities, Government Authorities or (iii) such other purposes for which access to such documents is determined by Purchaser to be reasonably necessary, including preparing and delivering any accounting or other statement provided for under this AgreementAgreement or otherwise, preparing financial statements, Tax Returns, pursuing Tax refunds, refunds or responding to or disputing any Tax audit, or the determination of any matter relating to the rights and obligations of such Seller or Purchaser or any of its their Affiliates under any Transaction Documents; provided that (x) access to such books, records, documents and employees this Agreement. Seller shall not interfere with the normal operations of such applicable Acquired Entities; (y) any such request for access shall be made in writing and with reasonable advanced notice, and (z) the cost to copy such books, records or documents and any reasonable out-of-pocket expenses of such applicable Acquired Entities incurred in connection therewith shall be paid by such Seller. Buyer shall cause applicable Acquired Entity to maintain and preserve all such Tax Returns, books, records and other documents for seven (7) years after any applicable statutory or regulatory retention period, as the Applicable Closing Date. After same may be extended and, in each case, shall offer to transfer such records to Purchaser at the end of any such period. Notwithstanding anything herein to the contrary, before Buyer Seller shall dispose not be required to provide any access or information to Purchaser, its Affiliates or any of their respective Representatives which Seller reasonably believes it is prohibited from providing to Purchaser, its Affiliates or their respective Representatives by reason of applicable Law, which constitutes or allows access to information protected by attorney-client privilege, or which Seller is required to keep confidential or prevent access to by reason of any of such books, records and documents, Buyer shall give Sellers at least ninety (90) days’ prior written notice to such effect, and Sellers shall be given an opportunity, at their sole cost and expense, to remove and retain all Contract with a third party or which would otherwise expose Seller or any part of such booksits Affiliates to a material risk of Liability. For purposes of this Section 5.09, records and documents as such Seller may selectPurchaser’s Representatives shall include the Financing Sources.

Post-Closing Access; Preservation of Records. Subject to Section 6.2(c), from (a) From and after each Applicable the Closing, Buyer and its Affiliates shall make, Seller will make or cause to be made, made available to each Seller Buyer and its Representatives all books, records, Tax Returns records and documents of Seller and its Affiliates not transferred to Buyer and relating to the applicable Acquired Entities Business (and the reasonable assistance of employees personnel responsible for such books, records and documents) to the extent related to the ownership and conduct of the business of the Acquired Entities prior to the Applicable Closing during regular business hours as may be reasonably necessary for (i) investigatinghours; provided, settlinghowever, preparing for the defense or prosecution of, defending or prosecuting any Action, (ii) preparing reports to equity holders and Governmental Authorities, or (iii) preparing and delivering any accounting or other statement provided for under this Agreement, preparing financial statements, Tax Returns, pursuing Tax refunds, or responding to or disputing any Tax audit, or the determination of any matter relating to the rights and obligations of such Seller or any of its Affiliates under any Transaction Documents; provided that (x) access to such books, records, documents and employees shall will not unreasonably interfere with the normal business operations of such applicable Acquired Entities; (y) any such request for access shall be made in writing Seller and with reasonable advanced notice, its Affiliates and (z) the cost to copy such books, records or documents and any reasonable out-of-pocket expenses of such applicable Acquired Entities Seller and its Affiliates incurred in connection therewith shall will be paid by such SellerBuyer. Buyer shall Seller will, and will cause applicable Acquired Entity its Affiliates to, use commercially reasonable efforts to maintain and preserve all such Tax Returns, books, records and other documents for seven (7) years after the Applicable Closing Date. After such period. (b) Following the Closing and subject to applicable Law, before Buyer shall dispose of any of such will, and will cause its Affiliates to, make or cause to be made available to Seller and its Representatives all books, records and documents, Buyer shall give Sellers at least ninety (90) days’ documents in connection with any matters relating to the conduct of the Business prior written notice to such effectthe Closing, and Sellers shall be given an opportunity, at their sole cost and expense, to remove and retain all or any part its personnel having knowledge of the whereabouts and/or contents of such books, records and documents as requested by Seller for any reasonable purpose related to Seller’s ownership of the Acquired Companies or operation of the Business; provided, however, that access to such Seller may selectbooks, records, documents and employees will not unreasonably interfere with the normal business operations of Buyer and its Affiliates and the reasonable out-of-pocket expenses of Buyer and its Affiliates incurred in connection therewith will be paid by Seller. Buyer will, and will cause its Affiliates to, use commercially reasonable efforts to maintain and preserve all such books, records and other documents for seven (7) years after the Closing Date.

Post-Closing Access; Preservation of Records. Subject to Section 6.2(c), from and after each Applicable Closing(a) From the Closing until eight (8) years thereafter, Buyer and its Affiliates shall make, will make or cause to be made, made available to each Parent and Seller all books, records, Tax Returns and documents of the applicable Acquired Entities Company (and the reasonable assistance of employees responsible for such books, records and documentsdocuments or whose participation Parent or Seller determines is otherwise necessary or desirable in connection therewith) to the extent related to the ownership and conduct of the business of the Acquired Entities prior to the Applicable Closing during regular business hours as may be reasonably necessary for (i) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Action, (ii) preparing reports to equity holders stockholders and Governmental Authorities, Government Authorities or (iii) such other purposes for which access to such documents is believed by Parent or Seller to be reasonably necessary, including preparing and delivering any accounting or other statement provided for under this AgreementAgreement or otherwise, preparing financial statements, Tax Returns, pursuing Tax refunds, Returns or responding to or disputing any Tax audit, or the determination of any matter relating to the rights and obligations of such Seller or any of its Affiliates under any Transaction Documents; provided that (x) access to such books, records, documents and employees shall not interfere with the normal operations of such applicable Acquired Entities; (y) any such request for access shall be made in writing and with reasonable advanced notice, and (z) the cost to copy such books, records or documents and any reasonable out-of-pocket expenses of such applicable Acquired Entities incurred in connection therewith shall be paid by such Seller. Buyer shall will cause applicable Acquired Entity the Company to maintain and preserve all such Tax Returns, books, records and other documents for seven the greater of (7A) eight years after the Applicable Closing Date. After such Date or (B) any applicable statutory or regulatory retention period, before Buyer as the same may be extended and, in each case, shall offer to transfer such records to Parent or Seller at the end of any such period by providing Parent with not less than twenty (20) days written notice of Buyer’s intention to destroy or dispose of any such records with Parent to exercise its rights to obtain such records within such twenty (20) day period. (b) From and after the Closing, Parent and Seller will make or cause to be made available to Buyer all books, records and documents of Parent and Seller relating to the Company’s business (and the assistance of employees responsible for such books, records and documents, Buyer shall give Sellers at least ninety (90) days’ prior written notice to such effect, and Sellers shall be given an opportunity, at their sole cost and expenseduring regular business hours for the same purposes, to remove and retain all or any part of such booksthe extent applicable, records and documents as such Seller may selectset forth in Section 5.2(a).

Post-Closing Access; Preservation of Records. Subject to Section 6.2(c)(a) Except as otherwise agreed, from and after each Applicable the Closing, Buyer and its Affiliates shall make, Purchaser will make or cause to be made, made available to each Seller and its representatives, all books, recordsrecords and documents in its or its Affiliates’ possession (including, for purposes of this Section 5.4, Tax Returns and documents personnel records or files related to Business Employees and Former Employees (as such term is defined in the Asset Contribution Agreement)) of the applicable Acquired Entities Company, the Company Subsidiary and, with respect to the Business, the Contributing Affiliate (and the reasonable assistance of employees responsible for such books, records and documents) to the extent related to the ownership and conduct of the business of the Acquired Entities prior to the Applicable Closing during regular normal business hours as may be reasonably necessary for for: (i) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Actionaction, suit or proceeding by or before any court or other Governmental Authority; (ii) preparing reports to equity holders and Governmental Government Authorities, or ; (iii) preparing and delivering any accounting or other statement provided for under this Agreement, Agreement or otherwise or (iv) preparing financial statements, Tax Returns, pursuing Tax refunds, Returns or responding to or disputing any Tax auditinquiry, audit or the determination of any matter relating to the rights and obligations of such Seller or any of its Affiliates under any Transaction Documentsassessment; provided provided, however, that (x) access to such books, records, documents and employees shall will not unreasonably interfere with the normal operations of such applicable Acquired Entities; (y) any such request for access shall be made in writing the Company and with reasonable advanced notice, Company Subsidiary and (z) the cost to copy such books, records or documents and any reasonable out-of-pocket expenses of such applicable Acquired Entities the Company and Company Subsidiary incurred by them in connection therewith shall will be paid by Seller; provided, further, that nothing herein shall require Purchaser to disclose any information if such Sellerdisclosure would jeopardize any attorney-client or other legal privilege available to Purchaser or its Affiliates, contravene any applicable Law or violate any confidentiality obligation to a third party (it being understood that in such instances, Purchaser shall reasonably cooperate with Seller to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in this proviso). Buyer shall Purchaser will cause applicable Acquired Entity the Company and the Company Subsidiary to maintain and preserve all such Tax Returns, books, records and other documents for the greater of (A) seven (7) years after the Applicable Closing Date. After Date or (B) any applicable statutory or regulatory retention period, as the same may be extended and, in each case, shall offer to transfer such records to Seller at the end of any such period. (b) Except as otherwise agreed, before Buyer shall dispose from and after the Closing, Seller will make or cause to be made available to Purchaser and its representatives, all books, records and documents in its possession (including, for purposes of any this Section 5.4, Tax Returns) of the Company, the Company Subsidiary and, with respect to the Business, the Contributing Affiliate (and the assistance of employees responsible for such books, records and documents) during normal business hours as may be reasonably necessary for: (i) investigating, Buyer shall give Sellers at least ninety settling, preparing for the defense or prosecution of, defending or prosecuting any action, suit or proceeding by or before any court or other Governmental Authority; (90ii) days’ prior written notice preparing reports to Government Authorities; (iii) preparing and delivering any accounting or other statement provided for under this Agreement or otherwise or (iv) preparing Tax Returns or responding to or disputing any Tax inquiry, audit or assessment; provided, however, that access to such effectbooks, records, documents and Sellers employees will not unreasonably interfere with the normal operations of Seller and its Affiliates and the reasonable out-of-pocket expenses of Seller and its Affiliates incurred by them in connection therewith will be paid by Purchaser; provided, further, that nothing herein shall be given an opportunityrequire Seller to disclose any information if such disclosure would jeopardize any attorney-client or other legal privilege available to Seller or its Affiliates, at their sole cost contravene any applicable Law or violate any confidentiality obligation to a third party (it being understood that in such instances, Seller shall reasonably cooperate with Purchaser to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in this proviso). Seller will maintain and expensepreserve all such Tax Returns, to remove and retain all or any part of such books, records and documents for the greater of (A) seven (7) years after the Closing Date or (B) any applicable statutory or regulatory retention period, as the same may be extended and, in each case, shall offer to transfer such Seller may selectrecords to Purchaser at the end of any such period.

Post-Closing Access; Preservation of Records. Subject to Section 6.2(c), from (i) From and after each Applicable the Closing, Buyer shall make or cause to be made available to Seller and its agents and employees all books, records and documents of Buyer and its Affiliates shall make, or cause relating to be made, available to each Seller all books, records, Tax Returns and documents of the applicable Acquired Entities Business (and the reasonable assistance of Buyer's and its Affiliates' employees responsible for such books, records and documents) to the extent related to the ownership and conduct of the business of the Acquired Entities prior to the Applicable Closing during regular business hours as may be reasonably necessary for (iw) preparing Tax Returns and financial statements and responding to Tax Audits covering operations and transactions at or prior to the Closing Date, (x) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Actionlegal action, (ii) preparing reports to equity holders and Governmental Authoritiessuit, or (iii) preparing and delivering any accounting investigation or other statement provided for under this Agreementproceeding pending, preparing financial statements, Tax Returns, pursuing Tax refunds, threatened or responding to anticipated by or disputing any Tax audit, or the determination of any matter relating to the rights and obligations of such against Seller or any of its Affiliates under or any Transaction Documentsof their properties, officers, directors or employees (or for which Seller or any of its Affiliates has any obligations) before any court, arbitrator or Governmental Authority, (y) preparing reports to stockholders and Governmental Authorities or (z) such other purposes for which access to such documents is believed by Seller to be reasonably necessary; provided provided, however, that (x) access to such books, records, documents and employees shall not unreasonably interfere with the normal operations of such applicable Acquired Entities; (y) any such request for access shall be made in writing Buyer and with reasonable advanced notice, its Affiliates and (z) the cost to copy such books, records or documents and any reasonable out-of-pocket expenses of such applicable Acquired Entities Buyer incurred in connection therewith shall be paid by such Seller. Buyer shall cause applicable Acquired Entity to maintain and preserve all such Tax Returns, books, records and other documents for seven the greater of (7a) six years after the Applicable Closing Date. After such Date or (b) any applicable statutory or regulatory retention period, before as the same may be extended. (ii) From and after the Closing, Seller shall make or cause to be made available to Buyer shall dispose of any of such and its agents and employees all books, records and documents, Buyer shall give Sellers at least ninety (90) days’ prior written notice documents of Seller and its Affiliates relating to such effect, and Sellers shall be given an opportunity, at their sole cost and expensethe Business during regular business hours for the same purposes, to remove the extent applicable and retain all or any part of with the same requirements regarding maintenance and preservation imposed on Buyer as set forth in Section 10(d)(i) above; provided, however, that access to such books, records and documents as shall not unreasonably interfere with the normal operations of Seller and the reasonable out-of-pocket expenses of Seller incurred in connection therewith shall be paid by Buyer. (iii) The parties acknowledge that all such Seller may selectinformation provided to the other party under this Section 10(d) is subject to the terms of the Confidentiality Agreement between the Parties dated April 9, 1998 (the "Confidentiality Agreement").

Post-Closing Access; Preservation of Records. Subject to Section 6.2(c), from (i) From and after each Applicable the Closing, Buyer and its Affiliates shall make, make or cause to be made, made available to each Seller and its agents and employees all books, records, Tax Returns records and documents of Buyer and its subsidiaries and its affiliates relating to the applicable Acquired Entities Assets or the operation of the Business prior to the Closing Date (and the reasonable assistance of Buyer's and its subsidiaries' and its affiliates' employees responsible for such books, records and documents) to the extent related to the ownership and conduct of the business of the Acquired Entities prior to the Applicable Closing during regular business hours as may be reasonably necessary for (iA) preparing tax returns and financial statements and responding to tax audits covering operations and transactions at or prior to the Closing Date, (B) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Actionlegal action, (ii) preparing reports to equity holders and Governmental Authoritiessuit, or (iii) preparing and delivering any accounting investigation or other statement provided for under this Agreementproceeding pending, preparing financial statements, Tax Returns, pursuing Tax refunds, threatened or responding to anticipated by or disputing any Tax audit, or the determination of any matter relating to the rights and obligations of such against Seller or any of its Affiliates under subsidiaries or its affiliates or any Transaction Documentsof their properties, officers, directors or employees (or for which Seller or any of its subsidiaries or its affiliates has any obligations) before any court, arbitrator, governmental department, commission, board, bureau or agency, domestic or foreign, (C) preparing reports to stockholders and Governmental Authorities or (D) such other purposes for which access to such documents is reasonably necessary; provided provided, however, that (x) access to such books, records, documents and employees shall not unreasonably interfere with the normal operations of such applicable Acquired Entities; (y) any such request for access shall be made in writing Buyer, its subsidiaries and with reasonable advanced notice, its affiliates and (z) the cost to copy such books, records or documents and any reasonable out-of-pocket expenses of such applicable Acquired Entities Buyer incurred in connection therewith shall be paid by such Seller. Buyer shall cause applicable Acquired Entity to maintain and preserve all such Tax Returns, books, records and other documents for the greater of (x) seven (7) years after the Applicable Closing Date. After such Date or (y) any applicable statutory or regulatory retention period, before as the same may be extended. In the event Buyer shall dispose of any of wishes to destroy such books, records and documentsdocuments after that time, Buyer it shall first give Sellers at least ninety (90) days’ ' prior written notice to such effect, Seller and Sellers Seller shall be given an opportunity, have the right at their sole cost and expense, its option to remove and retain all or any part take possession of such books, records and documents provided that it does so no later than sixty (60) days after the end of such 90-day period. (ii) From and after the Closing, Seller shall make or cause to be made available to Buyer and its agents and employees all books, records and documents of Seller relating to the Business during regular business hours for the same or similar purposes, to the extent applicable, as set forth in Section 8(d)(i) above; provided, however, that access to such books, records and documents shall not unreasonably interfere with the normal operations of Seller and the reasonable out-of-pocket expenses of Seller incurred in connection therewith shall be paid by Buyer. Seller shall maintain and preserve all such books, records and other documents for the greater of (A) seven (7) years after the Closing Date or (B) any applicable statutory or regulatory retention period, as the same may be extended. In the event Seller wishes to destroy such books, records and documents after that time, it shall first give ninety (90) days' prior written notice to Buyer and Buyer shall have the right at its option to take possession of such books, records and documents provided that it does so no later than sixty (60) days after the end of such 90-day period. (iii) Each of Seller and Buyer agrees that all information provided to it pursuant to this Section 8(d) shall be treated by such party in the same manner as such Seller may selectparty treats its own confidential information.

Post-Closing Access; Preservation of Records. Subject to Section 6.2(c), from (a) From and after each Applicable the Closing, Buyer and its Affiliates shall make, or cause to be made, available to each Seller Sellers all books, records, pre-Closing or Straddle Period Tax Returns and documents of the applicable Acquired Company Entities (and the reasonable assistance of employees responsible for such books, records and documents) to the extent related to the ownership and conduct of the business of the Acquired Entities prior to the Applicable Closing during regular business hours as may be reasonably necessary for (i) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Action, (ii) preparing reports to equity holders equityholders and Governmental Authorities, Authorities or (iii) such other purposes for which access to such documents by Sellers may be reasonably necessary, including preparing and delivering any accounting or other statement provided for under this AgreementAgreement or otherwise, preparing financial statements, Tax Returns, pursuing Tax refunds, Refunds or responding to or disputing any Tax audit, or the determination of any matter relating to the rights and obligations of such Seller Sellers or any of its their Affiliates under any Transaction Documents; provided provided, however, that (x) access to such books, records, documents and employees shall not interfere with the normal operations of such applicable Acquired Buyer, its Affiliates, or the Company Entities; , (y) any such request for access shall be made in writing and with reasonable advanced notice, and (z) the cost to copy such books, records or documents and any reasonable out-of-pocket expenses of such applicable Acquired Buyer, its Affiliates and the Company Entities incurred in connection therewith shall be paid by such SellerSellers, and (z) Buyer and its Affiliates shall not be required to make available any books, records, or other documents which they reasonably believe they are prohibited from making available by reason of applicable Law, which constitutes or allows access to information protected by attorney-client privilege or which Buyer, its Affiliates or the Company Entities are required to keep confidential or prevent access to by reason of any Contract with a third party. Buyer shall cause applicable Acquired each Company Entity to maintain and preserve all such Tax Returns, books, records and other documents for seven the greater of (7A) five (5) years after the Applicable Closing Date. After Date and (B) any applicable statutory or regulatory retention period, as the same may be extended and, in each case, shall offer to transfer such records to Sellers at the end of any such period. (b) From and after the Closing, before Sellers shall make or cause to be made available to Buyer shall dispose all books, records and documents of any Sellers and their Affiliates relating to the business of the Company Entities (and the assistance of employees responsible for such books, records and documents) during regular business hours for the same purposes, Buyer shall give Sellers at least ninety (90) days’ prior written notice to the extent applicable, as set forth in Section 6.6(a); provided, however, that access to such effectbooks, records, documents and employees shall not interfere with the normal operations of Sellers or their Affiliates and the reasonable costs and expenses of Sellers and their Affiliates incurred in connection therewith shall be paid by Buyer; and provided, further, that Sellers and their Affiliates shall not be required to make available any books, records, or other documents which they reasonably believe they are prohibited from making available by reason of applicable Law, or which constitutes or allows access to information protected by attorney-client privilege, in each case based on the advice of counsel. Each Seller shall, and Sellers shall be given an opportunitycause each applicable Affiliate to, at their sole cost maintain and expense, to remove and retain preserve all or any part of such books, records and other documents for the greater of (i) five (5) years after the Closing Date and (ii) any applicable statutory or regulatory retention period, as such Seller the same may selectbe extended.

Post-Closing Access; Preservation of Records. Subject to Section 6.2(c), from (a) From and after each Applicable the Closing, the Buyer and its Affiliates shall make, will make or cause to be made, made available to each Seller the Sellers all books, records, Tax Returns and documents of the applicable Acquired Entities Company (and the reasonable assistance of employees responsible for such books, records and documents) to the extent related to the ownership and conduct of the business of the Acquired Entities prior to the Applicable Closing during regular business hours as may be reasonably necessary for (i) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Action, including any Action that is part of a Third Party Claim, (ii) preparing reports to equity holders partners and Governmental Authorities, Authorities or (iii) such other purposes for which access to such documents is reasonably believed by the Sellers to be necessary, including preparing and delivering any accounting or other statement provided for under this Agreement, preparing financial statements, Tax Returns, pursuing Tax refunds, Returns or responding to or disputing any Tax audit; provided, or the determination of any matter relating to the rights and obligations of such Seller or any of its Affiliates under any Transaction Documents; provided however, that (x) access to such books, records, Tax Returns, documents and employees shall will not interfere with the normal operations of such applicable Acquired Entities; (y) any such request for access shall be made in writing the Company and with reasonable advanced notice, and (z) the cost to copy such books, records or documents and any reasonable out-of-pocket expenses of such applicable Acquired Entities the Company incurred in connection therewith shall will be paid by such Sellerthe Sellers. The Buyer shall will cause applicable Acquired Entity the Company to maintain and preserve all such Tax Returns, books, records and other documents for the greater of (A) seven (7) years after the Applicable Closing Date. After such Date or (B) any applicable statutory or regulatory retention period, before Buyer as the same may be extended and, in each case, shall offer to transfer such records to the Sellers at the Sellers’ own cost and expense at the end of any such period by providing the Sellers with not less than twenty days’ written notice of the Buyer’s intention to destroy or dispose of any such records with the Sellers to exercise their rights to obtain such records within such twenty-day period. (b) From and after the Closing, the Sellers will make or cause to be made available to the Buyer all books, records and documents of the Sellers relating to the business of the Company (and the assistance of employees responsible for such books, records and documents, Buyer shall give Sellers at least ninety (90) days’ prior written notice to such effect, and Sellers shall be given an opportunity, at their sole cost and expenseduring regular business hours for the same purposes, to remove and retain all or any part of the extent applicable, as set forth in Section 6.9(a); provided, however, that access to such books, records, documents and employees will not interfere with the normal operations of the Sellers, and the reasonable out-of-pocket expenses of the Sellers incurred in connection therewith will be paid by the Buyer. The Sellers will maintain and preserve any Tax Returns and related records that are in their possession for a period equal to the lesser of Sellers’ standard retention period or seven years, or any applicable statutory or regulatory retention period, as the same may be extended and, in each case, shall offer to transfer such records to the Buyer at the Buyer’s own cost and documents as expense at the end of any such Seller may selectperiod by providing Buyer with not less than twenty days’ written notice of Sellers’ intention to destroy or dispose of such records, with the Buyer to exercise its right to obtain such records within that twenty-day period.

Post-Closing Access; Preservation of Records. Subject to Section 6.2(c), from (a) From and after each Applicable the Closing, Buyer and its Affiliates shall make, or cause to be made, available to each Seller all books, records, and other documents (excluding Tax Returns Returns, schedules, workpapers and other records or documents relating to Taxes) of the applicable Acquired Entities Company (and the reasonable assistance of employees responsible for such books, records and documents) to the extent related to the ownership and conduct of the business of the Acquired Entities prior to the Applicable Closing during regular business hours and upon reasonable advanced notice as may be reasonably necessary for (i) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Action, (ii) preparing reports to equity holders equityholders and Governmental Authorities, Authorities or (iii) such other purposes for which access to such documents is determined by Seller to be reasonably necessary for any legitimate business purpose, including preparing and delivering any accounting or other statement provided for under this Agreement, preparing financial statements, Tax Returns, pursuing Tax refunds, Agreement or responding to or disputing any Tax auditotherwise, or the determination of any matter relating to the rights and obligations of such Seller or any of its Affiliates under any Transaction Documents; provided provided, however, that (x) access to such books, records, documents and employees shall not interfere with the normal operations of such applicable Acquired Entities; (y) any such request for access shall be made in writing Buyer, its Affiliates or the Company and with reasonable advanced notice, and (z) the cost to copy such books, records or documents and any reasonable out-of-pocket expenses of such applicable Acquired Entities Buyer, its Affiliates and the Company incurred in connection therewith shall be paid by such Seller. Buyer shall cause applicable Acquired Entity the Company to maintain and preserve all such Tax Returns, books, records and other documents for seven the greater of (7A) years the period required by Buyer’s document retention policy and (B) any applicable statutory or regulatory retention period, in each case as in effect from time to time. (b) From and after the Applicable Closing Date. After Closing, Seller shall make or cause to be made available to Buyer all books, records and documents (excluding Tax Returns, schedules, workpapers and other records or documents relating to Taxes) of Seller and its Affiliates to the extent relating to the Business or the Business Assets, including any such periodbooks, before Buyer shall dispose records or documents that are not exclusively related to the Business or the Business Assets (and the assistance of any of employees responsible for such books, records and documents) during regular business hours and upon reasonable advance notice for any legitimate business purpose, Buyer shall give Sellers at least ninety (90) days’ prior written notice including the same purposes, to the extent applicable, as set forth in Section 6.5(a); provided, however, that access to such effectbooks, records, documents and employees shall not interfere with the normal operations of Seller and the reasonable out-of-pocket expenses of Seller incurred in connection therewith shall be paid by Buyer. Buyer and its Affiliates shall have the right to make copies of and use any such books, records or documents in connection with any purpose for which access is permitted by this Section 6.5(b). Seller shall, and Sellers shall be given an opportunitycause its Affiliates to, at their sole cost maintain and expense, to remove and retain preserve all or any part of such books, records and other documents for the greater of (i) the period required by Seller’s document retention policy and (ii) any applicable statutory or regulatory retention period, in each case as such Seller may selectin effect from time to time.

Post-Closing Access; Preservation of Records. Subject to Section 6.2(c), from and after each Applicable After the Closing, Buyer and its Affiliates shall make, or cause to be made, available to each Seller all or any of its Representatives (at Seller’s sole cost and expense) reasonable access during normal business hours and on reasonable advance notice from Seller to Buyer to the books, records, Tax Returns and documents of the applicable Acquired Company Entities (and the reasonable assistance of employees responsible for such books, records and documents) to the extent related to the ownership and conduct of the business of the Acquired Entities prior to the Applicable Closing during regular business hours as may be reasonably necessary required, and Seller shall make available to Buyer or any of its Representatives (at Buyer’s sole cost and expense) reasonable access during normal business hours and on reasonable advance notice from Buyer to Seller to the books, records, Tax Returns and documents with respect to the business of the Company Entities in existence and in the possession of Seller (other than the Company Entities) on the Closing Date (and the assistance of employees responsible for such books, records and documents) during regular business hours, in each case as may be reasonably required for (ia) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Action, (iib) preparing reports to equity holders and Governmental Authorities, or (iiic) such other purposes for which access to such documents is reasonably required, including preparing and delivering any accounting or other statement provided for under this AgreementAgreement or otherwise, preparing financial statements, Tax Returns, pursuing Tax refunds, refunds or responding to or disputing any Tax audit, or the determination of any matter relating to the rights and obligations of such Seller or any of its Affiliates under any Transaction Documents; provided provided, that (x) access to such books, records, documents and employees shall not materially interfere with the normal operations of such applicable Acquired Entities; (y) any such request for access shall be made in writing the other Party, its Affiliates, or the Company Entities and with reasonable advanced notice, and (z) the cost to copy such books, records or documents and any reasonable out-of-pocket expenses of such applicable Acquired Buyer, its Affiliates and the Company Entities incurred in connection therewith with providing such access and information to Seller and its Affiliates shall be paid by Seller, and the reasonable out-of-pocket expenses of Seller and its Affiliates incurred in connection with providing such Selleraccess and information to Buyer and its Affiliates shall be paid by Buyer. Buyer Each Party shall cause applicable Acquired Entity their respective Affiliates to maintain and preserve all such Tax Returns, books, records and other documents for seven (7) years after the Applicable Closing Date. After such any applicable statutory or regulatory retention period, before Buyer as the same may be extended and, in each case, shall dispose of any of offer to transfer such books, records and documents, Buyer shall give Sellers to the other Party (at least ninety (90) days’ prior written notice to such effect, and Sellers shall be given an opportunity, at their other Party’s sole cost and expense) at the end of any such period, to remove which offer shall remain open for a period of not more than thirty (30) days. Each Party agrees that such records will be kept strictly confidential and retain all used only as contemplated herein or any part of such books, records and documents as such Seller may select.otherwise agreed by the Parties