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

Post-Closing Access; Preservation of Records. (a) From and after the Closing, Buyers and their Affiliates shall (i) make or cause to be made available to Sellers all books, records, Tax Returns and documents of the Company Entities (and the assistance of employees responsible for such books, records and documents) during regular business hours as may be reasonably necessary for (A) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Action, (B) preparing reports to stockholders and Government Authorities or (C) 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 Agreement or otherwise, preparing 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 Sellers or any of their Affiliates under any Transaction Documents (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, however, that access to such books, records, documents and employees shall not interfere with the normal operations of Buyers, their Affiliates or the Company Entities and the reasonable out-of-pocket expenses of 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 books, records or other documents contain information other than information relating to Retained Assets or Retained Liabilities, copies thereof). Buyers shall cause each Company Entity to maintain and preserve all such Tax Returns, books, records and other documents for the greater of (A) ten (10) 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 records to Sellers at the end of any such period. Notwithstanding anything herein to the contrary, Buyers shall 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.

Post-Closing Access; Preservation of Records. (a) From and after the Closing, Buyers Purchaser and their Affiliates Purchaser Parent shall (i) make or cause to be made available to Sellers Seller all books, records, Tax Returns and documents of the Company Entities (and the assistance of employees responsible for such books, records and documents) during regular business hours as may be reasonably necessary for (Ai) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Action, (Bii) preparing reports to stockholders and Government Authorities or (Ciii) such other purposes for which access to such documents is determined by Sellers Seller to be reasonably necessary, including preparing and delivering any accounting or other statement provided for under this Agreement or otherwise, preparing 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 Sellers Seller or any of their its Affiliates under any Transaction Documents (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 Proceedsthis Agreement; provided, however, that access to such books, records, documents and employees shall not interfere with the normal operations of BuyersPurchaser, their its Affiliates or the Company Entities and the reasonable out-of-pocket expenses of the BuyersPurchaser, their its 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 books, records or other documents contain information other than information relating to Retained Assets or Retained Liabilities, copies thereof)Seller. Buyers Purchaser shall cause each Company Entity to maintain and preserve all such Tax Returns, books, records and other documents for the greater of (A) ten (10) 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 records to Sellers Seller at the end of any such period. Notwithstanding anything herein to the contrary, Buyers Purchaser shall not be required to provide any access or information (other than relating to any Retained Assets or Retained Liabilities) to SellersSeller, their its Affiliates or any of their respective representatives Representatives which Buyers Purchaser reasonably believes they or the Company Entities are prohibited from providing to SellersSeller, their its Affiliates or their respective representatives Representatives by reason of applicable Law, which constitutes or allows access to information protected by attorney-client privilege, or which Buyers Purchaser 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 Purchaser or any of their its Affiliates (including the Company Entities) to a material risk of Liability.

Post-Closing Access; Preservation of Records. (a) From Subject to Section 6.2(c), from and after the each Applicable Closing, Buyers Buyer and their its Affiliates shall (i) make make, or cause to be made made, available to Sellers each Seller all books, records, Tax Returns and documents of the Company 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 (Ai) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Action, (Bii) preparing reports to stockholders equity holders and Government Authorities Governmental Authorities, or (Ciii) 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 Agreement or otherwiseAgreement, 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 Sellers such Seller or any of their its Affiliates under any Transaction Documents Documents; provided that (including relating to any Retained Assets or Retained Liabilitiesx) 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, however, that access to such books, records, documents and employees shall not interfere with the normal operations of Buyerssuch applicable Acquired Entities; (y) any such request for access shall be made in writing and with reasonable advanced notice, their Affiliates and (z) the cost to copy such books, records or the Company Entities documents and the any reasonable out-of-pocket expenses of the Buyers, their Affiliates and the Company such applicable Acquired 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 books, records or other documents contain information other than information relating to Retained Assets or Retained Liabilities, copies thereof)Seller. Buyers Buyer shall cause each Company applicable Acquired Entity to maintain and preserve all such Tax Returns, books, records and other documents for the greater of seven (A) ten (107) years after the Applicable Closing Date and (B) any applicable statutory or regulatory retention Date. After such period, as the same may be extended andbefore Buyer shall dispose of any of such books, in each caserecords and documents, Buyer shall offer to transfer such records to give Sellers at the end of any least ninety (90) days’ prior written notice to such period. Notwithstanding anything herein effect, and Sellers shall be given an opportunity, at their sole cost and expense, to the contrary, Buyers shall not be required to provide any access or information (other than relating to any Retained Assets or Retained Liabilities) to Sellers, their Affiliates remove and retain all or any part of their respective representatives which Buyers reasonably believes they or the Company Entities are prohibited from providing to Sellerssuch books, 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 Liabilityrecords and documents as such Seller may select.

Post-Closing Access; Preservation of Records. (a) From and after the Closing, Buyers Purchaser, Parent and their Affiliates shall (i) make make, or cause to be made made, upon reasonable prior notice, available to Sellers Seller and its Affiliates all books, records, Tax Returns and documents of the Company SEA-Vista Entities (and the reasonable assistance of employees responsible for such books, records and documents) during regular business hours as may be reasonably necessary for (Ai) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Action, (Bii) preparing reports to stockholders equityholders and Government Governmental Authorities or (Ciii) such other purposes for which access to such documents is determined by Sellers Seller to be reasonably necessary, including preparing and delivering any accounting or other statement provided for under this Agreement or otherwise, preparing Tax Returns, pursuing Tax tax refunds or responding to or disputing any Tax tax audit, or the determination of any matter relating to the rights and obligations of Sellers Seller or any of their Affiliates under any Transaction Documents (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 ProceedsAgreements; provided, however, that access to such books, records, documents and employees shall not interfere with the normal operations of Buyers, their Affiliates or the Company Entities and the reasonable out-of-pocket expenses of the Buyers, their Affiliates and the Company Entities incurred in connection therewith shall be paid by Sellers; provided, further, provided that, notwithstanding anything herein to the contraryforegoing, Buyers Purchaser, Parent and their Affiliates shall not be obligated required to provide Sellers or cause to be provided access to or disclose or cause to be disclosed information where such access or disclosure would jeopardize the attorney-client privilege, contravene any Requirement of Law or contravene any confidentiality undertaking existing as of the date hereof. Purchaser 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 books, records or other documents contain information other than information relating to Retained Assets or Retained Liabilities, copies thereof). Buyers Parent shall cause each Company SEA-Vista Entity to maintain and preserve all such Pre-Closing Tax Returns, books, records and other documents for the greater of seven (A) ten (107) 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 records to Sellers at the end of any such period. Notwithstanding anything herein to the contrary, Buyers shall 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 LiabilityDate.

Post-Closing Access; Preservation of Records. (a) From and after the Closing, Buyers and their Affiliates Seller shall (i) make or cause to be made available to Sellers Purchaser and its Representatives all books, records, Tax Returns records and documents of Seller relating to the Company Entities Business (and the assistance of employees responsible for such books, records and documents) 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 (Ai) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any ActionAction or Proceeding, (Bii) preparing reports to stockholders and Government Authorities or (Ciii) such other purposes for which access to such documents is determined by Sellers Purchaser to be reasonably necessary, including preparing and delivering any accounting or other statement provided for under this Agreement or otherwise, preparing 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 Sellers Seller or Purchaser or any of their Affiliates under any Transaction Documents (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, however, that access to such books, records, documents and employees this Agreement. Seller shall not interfere with the normal operations of Buyers, their Affiliates or the Company Entities and the reasonable out-of-pocket expenses of 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 books, records or other documents contain information other than information relating to Retained Assets or Retained Liabilities, copies thereof). Buyers shall cause each Company Entity to maintain and preserve all such Tax Returns, books, records and other documents for the greater of (A) ten (10) 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 records to Sellers Purchaser at the end of any such period. Notwithstanding anything herein to the contrary, Buyers Seller shall not be required to provide any access or information (other than relating to any Retained Assets or Retained Liabilities) to SellersPurchaser, their its Affiliates or any of their respective representatives Representatives which Buyers Seller reasonably believes they or the Company Entities are it is prohibited from providing to SellersPurchaser, their its Affiliates or their respective representatives 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 Seller is required to keep confidential or prevent access to by reason of any Contract with a third party or which would otherwise expose any Buyers Seller or any of their its Affiliates (including the Company Entities) to a material risk of Liability. For purposes of this Section 5.09, Purchaser’s Representatives shall include the Financing Sources.

Post-Closing Access; Preservation of Records. (a) On the Closing Date, the Sellers shall deliver or cause to be delivered 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, Buyers and their Affiliates shall (i) the Buyer will make or cause to be made available to the Sellers all books, records, Tax Returns and documents of the Company Entities and its Subsidiaries relating to the period prior to the Closing (and the assistance of employees responsible for such books, records and documents) during regular business hours as may be reasonably necessary for (Ai) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Action, (Bii) preparing reports to stockholders and Government Governmental Authorities or (Ciii) such other purposes for which access to such documents is determined reasonably believed by the Sellers to be reasonably necessary, including preparing and delivering any accounting or other statement provided for under this Agreement or otherwise, preparing 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 Sellers or any of their Affiliates under any Transaction Documents (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, however, that 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 Buyers, their Affiliates or the business of the Company Entities or its Subsidiaries and shall be at the reasonable out-of-pocket expenses of the Buyers, their Affiliates Sellers’ sole cost and expense. The Buyer will cause 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 books, records or other documents contain information other than information relating to Retained Assets or Retained Liabilities, copies thereof). Buyers shall cause each Company Entity its Subsidiaries to maintain and preserve all such Tax Returns, books, records and other documents for a period equal to the greater lesser of (A) ten the Buyer’s standard retention period, but not less than three (103) years after the Closing Date 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 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 such records with the Sellers to exercise its rights to obtain such records within such twenty-(20)-day period. Notwithstanding anything herein to the contrary, Buyers shall 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.

Post-Closing Access; Preservation of Records. (a) From and after the Closing, Buyers and their Affiliates Seller shall (i) make or cause to be made available to Sellers Purchaser and its Representatives all books, records, Tax Returns records and documents of Seller relating to the Company Entities Business (and the assistance of employees responsible for such books, records and documents) 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 (Ai) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any ActionAction or Proceeding, (Bii) preparing reports to stockholders and Government Authorities or (Ciii) such other purposes for which access to such documents is determined by Sellers Purchaser to be reasonably necessary, including preparing and delivering any accounting or other statement provided for under this Agreement or otherwise, preparing 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 Sellers Seller or Purchaser or any of their Affiliates under any Transaction Documents (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, however, that access to such books, records, documents and employees this Agreement. Seller shall not interfere with the normal operations of Buyers, their Affiliates or the Company Entities and the reasonable out-of-pocket expenses of 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 books, records or other documents contain information other than information relating to Retained Assets or Retained Liabilities, copies thereof). Buyers shall cause each Company Entity to maintain and preserve all such Tax Returns, books, records and other documents for the greater of (A) ten (10) 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 records to Sellers Purchaser at the end of any such period. Notwithstanding anything herein to the contrary, Buyers Seller shall not be required to provide any access or information (other than relating to any Retained Assets or Retained Liabilities) to SellersPurchaser, their its Affiliates or any of their respective representatives Representatives which Buyers Seller reasonably believes they or the Company Entities are it is prohibited from providing to SellersPurchaser, their its Affiliates or their respective representatives 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 Seller is required to keep confidential or prevent access to by reason of any Contract with a third party or which would otherwise expose any Buyers Seller or any of their its Affiliates (including the Company Entities) to a material risk of Liability.. For purposes of this Section 5.09, Purchaser’s Representatives shall include the Financing Sources. 50

Post-Closing Access; Preservation of Records. (a) From and after the Closing, Buyers and their Affiliates shall (i) Buyer will make or cause to be made available to Sellers Seller and its Affiliates and their respective Representatives all books, records, Tax Returns records and documents of Buyer and its Affiliates (including the Company Entities Acquired Companies) relating to the Acquired Companies, including those relating to Asbestos Liabilities or environmental matters (and the assistance of Buyer's and its Affiliates’ (including the Acquired Companies’) employees responsible for such books, records and documents) during regular business hours at reasonable times and locations as may be reasonably necessary designated by Seller for (Ai) 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, (Biii) preparing reports to stockholders and Government Authorities stockholders, members or Governmental Entities, (iv) obtaining or seeking to obtain any refund or credit relating to the Acquired Company for any Pre-Closing Tax Period or (Cv) such other purposes for which access to such documents is determined believed by Sellers Seller to be reasonably necessary, including preparing and delivering any accounting or other statement provided for under this Agreement or otherwise, preparing 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 Sellers or any of their Affiliates under any Transaction Documents (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, however, that access to such books, records, documents and employees shall will not unreasonably interfere with the normal operations of Buyers, their Buyer and its Affiliates or the Company Entities and the reasonable out-of-pocket expenses of the Buyers, their Buyer and its Affiliates and the Company Entities incurred in connection therewith shall will be paid by Sellers; provided, further, that, notwithstanding anything herein Seller. Subject to the contrarylast sentence of this Section 8.14(a), 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 books, records or other documents contain information other than information relating to Retained Assets or Retained Liabilities, copies thereof). Buyers shall cause each Company Entity to Buyer 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) ten (10) seven years after the Closing Date and Date, (B) any applicable statutory or regulatory retention period, as the same may be extended and, or (C) the expiration of the applicable time periods set forth in each case, shall offer to transfer such records to Sellers at Section 12.6(b). At the end of such period, Buyer shall provide Seller with at least thirty calendar days prior written notice before destroying any such periodbooks and records, during which period Seller can elect to take possession of such books and records. Notwithstanding anything herein Buyer will maintain and preserve or cause to the contrarybe maintained and preserved all books, Buyers shall not be required records and other documents relating in any way 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 LiabilityAsbestos Liabilities without time limitation.

Post-Closing Access; Preservation of Records. (a) From and after the Closing, Buyers Buyer and their its Affiliates shall (i) make make, or cause to be made made, available to Sellers all books, records, pre-Closing or Straddle Period Tax Returns and documents of the Company Entities (and the assistance of employees responsible for such books, records and documents) during regular business hours as may be reasonably necessary for (Ai) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Action, (Bii) preparing reports to stockholders equityholders and Government Governmental Authorities or (Ciii) such other purposes for which access to such documents is determined by Sellers to may be reasonably necessary, including preparing and delivering any accounting or other statement provided for under this Agreement or otherwise, preparing 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 Sellers or any of their Affiliates under any Transaction Documents (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 ProceedsDocuments; provided, however, that (x) access to such books, records, documents and employees shall not interfere with the normal operations of BuyersBuyer, their Affiliates its Affiliates, or the Company Entities and Entities, (y) the reasonable out-of-pocket expenses of the BuyersBuyer, their its 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 (z) Buyer and its Affiliates shall not be obligated required to provide Sellers and their Affiliates with all make available any books, records and other documents relating to the Retained Assets and Retained Liabilitiesrecords, including copies of all Cash Grant Correspondence and Cash Grant Reports (or, to the extent any such books, records or other documents contain which they reasonably believe they are prohibited from making available by reason of applicable Law, which constitutes or allows access to information other than information relating protected by attorney-client privilege or which Buyer, its Affiliates or the Company Entities are required to Retained Assets keep confidential or Retained Liabilities, copies thereof)prevent access to by reason of any Contract with a third party. Buyers Buyer shall cause each Company Entity to maintain and preserve all such Tax Returns, books, records and other documents for the greater of (A) ten five (105) 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 records to Sellers at the end of any such period. Notwithstanding anything herein to the contrary, Buyers shall 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.

Post-Closing Access; Preservation of Records. (a) From Except as otherwise agreed, from and after the Closing, Buyers and their Affiliates shall (i) Purchaser will make or cause to be made available to Sellers 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 Company, the Company Entities Subsidiary and, with respect to the Business, the Contributing Affiliate (and the assistance of employees responsible for such books, records and documents) during regular normal business hours as may be reasonably necessary for for: (Ai) 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; (Bii) preparing reports to stockholders and Government Authorities or Authorities; (Ciii) 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 Agreement or otherwise, otherwise or (iv) preparing 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 Sellers or any of their Affiliates under any Transaction Documents (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 Proceedsassessment; provided, however, that access to such books, records, documents and employees shall will not unreasonably interfere with the normal operations of Buyers, their Affiliates or the Company Entities and Company Subsidiary and the reasonable out-of-pocket expenses of the Buyers, their Affiliates Company and the Company Entities Subsidiary incurred by them in connection therewith shall will be paid by SellersSeller; provided, further, thatthat nothing herein shall require Purchaser to disclose any information if such disclosure would jeopardize any attorney-client or other legal privilege available to Purchaser or its Affiliates, notwithstanding anything herein contravene any applicable Law or violate any confidentiality obligation to the contrarya third party (it being understood that in such instances, Buyers and their Affiliates Purchaser shall be obligated reasonably cooperate with Seller to provide Sellers and their Affiliates with all bookssuch information, records and other documents relating to in whole or in part, in a manner that would not result in any of the Retained Assets and Retained Liabilities, including copies of all Cash Grant Correspondence and Cash Grant Reports (or, to the extent any such books, records or other documents contain information other than information relating to Retained Assets or Retained Liabilities, copies thereofoutcomes described in this proviso). Buyers shall Purchaser will cause each the Company Entity and the Company Subsidiary to maintain and preserve all such Tax Returns, books, records and other documents for the greater of (A) ten seven (107) years after the Closing Date and 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 Sellers Seller at the end of any such period. Notwithstanding anything herein to the contrary, Buyers shall 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.

Post-Closing Access; Preservation of Records. (a) From and after the Closing, Buyers Purchaser and their its Affiliates shall (i) make or cause to be made available to Sellers Seller all books, records, Tax Returns and documents of the Company Entities Holdcos and the Project Companies (and the assistance of employees responsible for such books, records and documents) during regular business hours as may be reasonably necessary for (Ai) 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), (Bii) preparing reports to stockholders and Government Authorities or (Ciii) such other purposes for which access to such documents is determined by Sellers Seller to be reasonably necessary, including preparing and delivering any accounting or other statement provided for under this Agreement or otherwise, preparing 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 Sellers Seller or any of their its Affiliates under any Transaction Documents (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 Proceedsthis Agreement; provided, however, that access to such books, records, documents and employees shall not interfere with the normal operations of BuyersPurchaser, their Affiliates its Affiliates, the Holdcos or the Company Entities Project Companies and the reasonable out-of-pocket expenses of Purchaser, its Affiliates, the Buyers, their Affiliates and Holdcos or the Company Entities Project Companies 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 books, records or other documents contain information other than information relating to Retained Assets or Retained Liabilities, copies thereof)Seller. Buyers Purchaser shall cause each Holdco and each Project Company Entity to maintain and preserve all such Tax Returns, books, records and other documents for the greater of (A) ten (10) years after related to Taxes through the Closing Date and (B) for 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 Seller at the end of any such period. Notwithstanding anything herein to the contrary, Buyers Purchaser shall not be required to provide any access or information (other than relating to any Retained Assets or Retained Liabilities) to SellersSeller, their its Affiliates or any of their respective representatives which Buyers Purchaser reasonably believes they they, the Holdcos or the Company Entities Project Companies are prohibited from providing to SellersSeller, their 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 Buyers Purchaser, the Holdcos or the Company Entities Project Companies 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 Purchaser or any of their its Affiliates (including the Company EntitiesHoldcos or the Project Companies) to a material risk of Liability.

Post-Closing Access; Preservation of Records. Subject to such reasonable limitations as Buyers may impose to protect competitively sensitive, confidential or privileged information, for a period of six years following the Closing (a) From or with respect to Tax Returns, the shorter of six years following the Closing and after the Closingexpiration of the applicable statute of limitations), upon the reasonable prior request of Sellers, Buyers and their Affiliates shall (i) make or cause to be made available to 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 Company Entities Acquired Companies (and the assistance of employees responsible for such books, records records, Tax Returns and documentsdocuments (including electronic documents and email) during regular business hours as may be 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 activities or operations of the Acquired Companies prior to the Closing Date and in connection with or otherwise related to (i) Sellers’ or any of their respective Affiliates’ investigation, settlement, preparation for (A) investigating, settling, preparing 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), (Bii) preparing the preparation of any reports by Sellers or any of their respective Affiliates to stockholders and any of Sellers’ direct or indirect equityholders required to be submitted to any Government Authorities Authorities, or (Ciii) such other purposes for which access to such documents is determined by Sellers to be reasonably necessary, including preparing and delivering any accounting the preparation or other statement provided for under this Agreement or otherwise, preparing 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 Sellers or any of their Affiliates under any Transaction Documents (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 ProceedsTaxes; provided, however, that (A) 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 Buyers, their Affiliates Buyers or the Company Entities Acquired Companies and shall occur during normal business hours, (B) Sellers shall pay or reimburse Buyers and the Acquired Companies for all reasonable out-of-pocket expenses of the Buyers, their Affiliates Buyers and the Company Entities Acquired Companies incurred in connection therewith therewith, and (C) any information disclosed pursuant to this Section 5.2 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 deemed “Confidential Information” for purposes of all Cash Grant Correspondence and Cash Grant Reports (or, to the extent any such books, records or other documents contain information other than information relating to Retained Assets or Retained Liabilities, copies thereof). Buyers shall cause each Company Entity to maintain and preserve all such Tax Returns, books, records and other documents for the greater of (A) ten (10) 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 records to Sellers at the end of any such period. Notwithstanding anything herein to the contrary, Buyers shall 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 LiabilitySection 5.8.

Post-Closing Access; Preservation of Records. (a) From and after After the Closing, Buyers Buyer and their its Affiliates shall (i) make make, or cause to be made made, available to Sellers all Seller 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 Company Entities (and the assistance of employees responsible for such books, records and documents) 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 (Aa) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Action, (Bb) preparing reports to stockholders equity holders and Government Authorities Governmental Authorities, or (Cc) such other purposes for which access to such documents is determined by Sellers to be reasonably necessaryrequired, including preparing and delivering any accounting or other statement provided for under this Agreement or otherwise, preparing 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 Sellers Seller or any of their its Affiliates under any Transaction Documents (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 ProceedsDocuments; provided, however, that access to such books, records, documents and employees shall not materially interfere with the normal operations of Buyersthe other Party, their Affiliates its Affiliates, or the Company Entities and the reasonable out-of-pocket expenses of the BuyersBuyer, their 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 Sellers; providedSeller, further, that, notwithstanding anything herein and the reasonable out-of-pocket expenses of Seller and its Affiliates incurred in connection with providing such access and information to the contrary, Buyers Buyer and their its 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 books, records or other documents contain information other than information relating to Retained Assets or Retained Liabilities, copies thereof)paid by Buyer. Buyers Each Party shall cause each Company Entity their respective Affiliates to maintain and preserve all such Tax Returns, books, records and other documents for the greater of (A) ten (10) 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 records to Sellers the other Party (at such other Party’s sole cost and expense) at the end of any such period. Notwithstanding anything herein to the contrary, Buyers shall 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 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 used only as contemplated herein or allows access to information protected as otherwise agreed 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.Parties

Post-Closing Access; Preservation of Records. (a) From and after the Closing, Buyers for a period of seven (7) years after the Closing, each Party and their its Affiliates shall (i) make make, or cause to be made made, available to Sellers the other Party all books, records, Tax Returns and documents of to the extent relating to the Company Entities prior to the Closing (and the assistance of employees responsible for such books, records and documents) during regular business hours as may be reasonably necessary for (Ai) 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), (Bii) preparing reports to stockholders equity holders and Government Governmental Authorities or (Ciii) such other purposes for which access to such documents is determined by Sellers such requesting Party to be reasonably necessary, including preparing and delivering any accounting or other statement provided for under this Agreement or otherwise, preparing 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 Sellers or any of their Affiliates the Parties under any Transaction Documents (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 ProceedsDocuments; provided, however, that access to such books, records, documents and employees shall not interfere with the normal operations of Buyers, their Affiliates or the Company Entities disclosing Party and the reasonable out-of-pocket expenses of the Buyers, their Affiliates and the Company Entities disclosing Party incurred in connection therewith shall be paid by Sellersthe requesting Party; provided, further, that, notwithstanding anything herein no Party shall be required to provide any access or information to the contraryother Party, Buyers and its Affiliates or any of its or their Affiliates shall be obligated to provide Sellers and their Affiliates with all booksrespective Representatives, records and other documents relating if such first Party reasonably believes it is prohibited from providing to the Retained Assets and Retained Liabilitiesother Party, including copies its Affiliates or its or their respective Representatives by reason of all Cash Grant Correspondence and Cash Grant Reports (orapplicable Law, which would jeopardize attorney-client or similar privilege, or which the first Party or its Affiliates are required to the extent 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 bookscircumstance to utilize an alternative mechanism to permit the other Party such access or information in a manner that would avoid such prohibition, records jeopardy, requirement or other documents contain information other than information relating to Retained Assets or Retained Liabilities, copies thereof)risk. Buyers Buyer shall cause each Company Entity to maintain and preserve all such Tax Returns, books, records and other documents for the greater of (A) ten seven (107) 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 records to Sellers Seller at the end of any such period. Notwithstanding anything herein to the contrary, Buyers shall not be required to provide any access or information period (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 Liabilityat Seller’s sole cost and expense).

Post-Closing Access; Preservation of Records. Following the Closing and subject to applicable Law, Buyer shall, and shall cause its Affiliates (aincluding the Target Companies) From and after the Closingto, Buyers and their Affiliates shall (i) make or cause to be made available to Sellers all booksthe Sellers’ Representative and its Representatives (including the right to make, recordsat the Sellers’ Representative’s expense, Tax Returns and documents photocopies), upon the prior written request of the Company Entities Sellers’ Representative during regular business hours and upon reasonable advance notice and in such a manner as to not interfere unnecessarily with the conduct of business of Buyer and its Affiliates (and including the assistance of employees responsible for such Target Companies), all books, records and documents) during regular business hours as may be reasonably necessary documents in existence at the Closing for (Aa) 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 (Bb) preparing reports to stockholders and Government Authorities or (C) such other purposes for which access to such documents is determined by Sellers to be reasonably necessaryGovernmental Entities, including preparing and delivering any accounting or other statement provided for under this Agreement or otherwise, preparing 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 Sellers or any of their Affiliates under any Transaction Documents (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, however, that access to such books, records, documents and employees shall not interfere with the normal operations of Buyers, their Affiliates or the Company Entities and the reasonable and documented out-of-pocket expenses of Buyer and its Affiliates (including the Buyers, their Affiliates and the Company Entities Target Companies) incurred in connection therewith shall be paid by Sellers; provided. Buyer shall, 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 books, records or other documents contain information other than information relating to Retained Assets or Retained Liabilities, copies thereof). Buyers shall cause each Company Entity to its Affiliates (including the Target Companies) to, maintain and preserve all such Tax Returns, books, records and other documents for the greater of (A) ten (10) six years after the Closing Date and Date. Before Buyer or any of its Affiliates (Bincluding the Target Companies) 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 dispose of any such periodbooks, records and other documents, Buyer shall give at least 60 days’ prior written notice to the Sellers’ Representative of such intention to dispose, and the Sellers’ Representative shall be given an opportunity, at its cost and expense, to remove and retain all or any part of such books and records as it may elect. Notwithstanding anything herein to the contraryforegoing, Buyers Buyer and its Affiliates (including the Target Companies) shall not be required to provide any access disclose information pursuant to this Section 6.3 if such disclosure, in the reasonable discretion of Buyer, would or information would reasonably be expected to (other than relating to any Retained Assets or Retained Liabilitiesi) to Sellers, their Affiliates or any result in the loss 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, work product privilege or which Buyers any similar protection with respect to such information; (ii) result in a violation of Law or any obligation of confidentiality; (iii) result in the Company Entities are required to keep confidential or prevent access to by reason disclosure of any Contract with a third party trade secret; or which would otherwise expose (iv) result in the loss of any Buyers competitive advantage of Buyer or any of their its Affiliates (including the Company Entities) to a material risk of LiabilityTarget Companies).

Post-Closing Access; Preservation of Records. (a) From and after the Closing, Buyers Seller and their Affiliates Buyer agree that each of them shall (i) make preserve and keep, or cause to be made kept, the pre-Closing Records held by them or their Affiliates relating to the Business for a period equal to the greater of (a) seven (7) years from the Closing Date or (b) such period required by applicable Legal Requirements, and shall cause such Records and, in the case of Buyer, personnel to be available to Sellers all books, records, Tax Returns and documents of the Company Entities (and the assistance of employees responsible for such books, records and documents) during regular business hours to the other as may be reasonably necessary for required in connection with: (Ai) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Action, Proceeding by or before any court or other Governmental Authority; (Bii) preparing reports to stockholders and Government Authorities or Governmental Authorities; (Ciii) 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 Agreement or otherwiseotherwise 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 Tax Returns, pursuing Tax refunds Returns or responding to or disputing any Tax auditinquiry, audit or the determination of assessment; provided; or (v) any matter relating to the rights and obligations of Sellers or any of their Affiliates under any Transaction Documents (including relating to any Retained Assets or Retained Liabilities) and (ii) use other 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 Proceedspurpose; provided, however, that such access does not unreasonably interfere with normal operations of the 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 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 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 shall provide Buyer with access to such booksinformation and Records of Seller (and, recordsat Buyer’s expense, documents and employees shall not interfere with in a format reasonably requested by Buyer) as is in the normal operations possession of Buyers, their Affiliates Seller or the Company Entities and the reasonable out-of-pocket expenses of the Buyers, their its 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 books, records or other documents contain information other than information relating to Retained Assets or Retained Liabilities, copies thereof). Buyers shall cause each Company Entity to maintain and preserve all such Tax Returns, books, records and other documents for the greater of either (A) ten (10) years after is necessary for the Closing Date operation, ownership and management of the Acquired Assets and which Seller is permitted by applicable Legal Requirements to provide and which is required to be provided to Buyer by any Governmental Authority 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 Sellers at the end of any such period. Notwithstanding anything herein to the contrary, Buyers shall not be is required to provide any access or information (other than relating permit Buyer to satisfy its obligations to any Retained Assets Governmental Authority following the Closing, including any third party accreditation 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 Lawreview organization, which constitutes or allows access to information protected shall be provided promptly after any reasonable request therefor 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 LiabilityBuyer.

Post-Closing Access; Preservation of Records. (ai) From and after the Closing, Buyers and their Affiliates Buyer shall (i) make or cause to be made available to Sellers 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 Company Entities Assets or the operation of the Business prior to the Closing Date (and the assistance of Buyer's and its subsidiaries' and its affiliates' employees responsible for such books, records and documents) during regular business hours as may be reasonably necessary for (A) 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, suit, investigation or other proceeding pending, threatened or anticipated by or against Seller or any of its subsidiaries or its affiliates or any of 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, (BC) preparing reports to stockholders and Government Governmental Authorities or (CD) 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 Agreement or otherwise, preparing 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 Sellers or any of their Affiliates under any Transaction Documents (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, however, that access to such books, records, documents and employees shall not unreasonably interfere with the normal operations of BuyersBuyer, their Affiliates or the Company Entities its subsidiaries and its affiliates and the reasonable out-of-pocket expenses of the Buyers, their Affiliates and the Company Entities Buyer incurred in connection therewith shall be paid by Sellers; provided, further, that, notwithstanding anything herein to the contrary, Buyers and their Affiliates Seller. Buyer 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 books, records or other documents contain information other than information relating to Retained Assets or Retained Liabilities, copies thereof). Buyers shall cause each Company Entity to maintain and preserve all such Tax Returns, books, records and other documents for the greater of (Ax) ten seven (107) years after the Closing Date and or (By) any applicable statutory or regulatory retention period, as the same may be extended andextended. In the event Buyer wishes to destroy such books, in each caserecords and documents after that time, it shall offer first give ninety (90) days' prior written notice to transfer Seller and Seller shall have the right at its option to take possession of such books, records to Sellers at and documents provided that it does so no later than sixty (60) days after the end of any such 90-day period. Notwithstanding anything herein to the contrary, Buyers shall 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.

Post-Closing Access; Preservation of Records. (a) From and after the Closing, Buyers and their Affiliates shall (i) Buyer will make or cause to be made available to Sellers Seller and its Affiliates and their respective Representatives all books, records, Tax Returns records and documents of Buyer and its Affiliates (including the Company Entities Acquired Companies) relating to the Acquired Companies, including those relating to Asbestos Liabilities or environmental matters (and the assistance of Buyer’s and its Affiliates’ (including the Acquired Companies’) employees responsible for such books, records and documents) during regular business hours at reasonable times and locations as may be reasonably necessary designated by Seller for (Ai) 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, (Biii) preparing reports to stockholders and Government Authorities stockholders, members or Governmental Entities, (iv) obtaining or seeking to obtain any refund or credit relating to the Acquired Company for any Pre-Closing Tax Period or (Cv) such other purposes for which access to such documents is determined believed by Sellers Seller to be reasonably necessary, including preparing and delivering any accounting or other statement provided for under this Agreement or otherwise, preparing 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 Sellers or any of their Affiliates under any Transaction Documents (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, however, that access to such books, records, documents and employees shall will not unreasonably interfere with the normal operations of Buyers, their Buyer and its Affiliates or the Company Entities and the reasonable out-of-pocket expenses of the Buyers, their Buyer and its Affiliates and the Company Entities incurred in connection therewith shall will be paid by Sellers; provided, further, that, notwithstanding anything herein Seller. Subject to the contrarylast sentence of this Section 8.14(a), 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 books, records or other documents contain information other than information relating to Retained Assets or Retained Liabilities, copies thereof). Buyers shall cause each Company Entity to Buyer 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) ten (10) seven years after the Closing Date and Date, (B) any applicable statutory or regulatory retention period, as the same may be extended and, or (C) the expiration of the applicable time periods set forth in each case, shall offer to transfer such records to Sellers at Section 12.6(b). At the end of such period, Buyer shall provide Seller with at least thirty calendar days prior written notice before destroying any such periodbooks and records, during which period Seller can elect to take possession of such books and records. Notwithstanding anything herein 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 contrarycourse of its investigation of the Business, Buyers shall 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.43

Post-Closing Access; Preservation of Records. (a) From and after the Closing, Buyers for a period not exceeding seven (7) years, Buyer shall, upon reasonable notice and their Affiliates shall (i) during normal business hours, make or cause to be made available to Sellers Seller and its Affiliates and their respective Representatives all books, records, Tax Returns records and documents of Buyer and its Affiliates (including the Company Entities Acquired Companies) relating to the Acquired Companies (and the assistance of Buyer’s and its Affiliates’ (including the Acquired Companies’) employees responsible for such books, records and documents) during regular business hours as may be reasonably necessary for (Ai) preparing Tax Returns and refund claims and financial statements and preparing for or responding to Tax audits and other investigations 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, ; (Biii) preparing reports to stockholders and Government Authorities Governmental Authorities; (iv) obtaining or seeking to obtain any refund or credit relating to any Acquired Company for any Pre Closing Tax Period; or (Cv) such other purposes for which access to such documents which is determined by Sellers necessary for Seller or its Affiliates to be reasonably necessary, including preparing and delivering any accounting or other statement provided for under comply with the terms of this Agreement or otherwise, preparing Tax Returns, pursuing Tax refunds or responding to or disputing any Tax audit, or and the determination of any matter relating to the rights and obligations of Sellers Transition Agreement or any of their Affiliates under any Transaction Documents (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 Proceedsapplicable Law; provided, however, that access to such books, records, documents and employees shall will not unreasonably interfere with the normal operations of BuyersBuyer and its Affiliates, their Affiliates or the Company Entities and the reasonable out-of-out of pocket expenses of the Buyers, their Buyer and its Affiliates and the Company Entities incurred in connection therewith shall will be paid by Sellers; provided, further, that, notwithstanding anything herein Seller. Subject to the contrarylast sentence of this Section 8.13(a), 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 books, records or other documents contain information other than information relating to Retained Assets or Retained Liabilities, copies thereof). Buyers shall cause each Company Entity to Buyer 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) ten seven (107) years after the Closing Date and 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 Sellers at extended. At the end of such period, Buyer shall provide Seller, with at least thirty (30) calendar days prior written notice before destroying any such period. Notwithstanding anything herein books, records and documents, during which period Seller can elect to the contrary, Buyers shall 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 take possession 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 Liabilitysuch books and records.