Common use of Post-Closing Access to Information Clause in Contracts

Post-Closing Access to Information. (a) For a period of five years following the Closing Date, Seller shall: (i) allow Purchaser, upon reasonable prior notice and during normal business hours, through its Representatives, the right, at Purchaser’s expense, to examine and make copies of any Excluded Books and Records which were retained by Seller or its Affiliates pursuant to this Section 5.03; and (ii) allow Purchaser to interview Seller’s and its Affiliates’ Representatives for any reasonable business purpose relating to the Business, including in connection with Seller’s pre- Closing employment of the Transferred Employees or Purchaser’s preparation or examination of regulatory and statutory filings and financial statements and the conduct of any litigation relating to the Business (other than any litigation or dispute between Seller or its Affiliates, on the one hand, and Purchaser or its Affiliates, on the other hand), or the conduct of any regulatory authority, policyholder, reinsurer or other dispute resolution or any other Third Party Claim (whether or not such Third Party Claim is the subject of an indemnification claim by a Purchaser Indemnified Person or Seller Indemnified Person), whether pending or threatened; provided, however, that Seller shall not be obligated to provide such access to its offices if Seller determines, in its reasonable judgment, that such Excluded Books and Records can be provided electronically or in another reasonably accessible location. Access to such Representatives and Excluded Books and Records shall be at Purchaser’s expense and shall not unreasonably interfere with Seller’s or its Affiliates’ or any of their respective successor companies’ business operations.

Post-Closing Access to Information. (a) For Subject to Section 7.03(a), for a period of five six (6) years after the Closing, each of the Parties shall give the other and the other’s Affiliates and its and their Representatives access to the Books and Records and the books and records of the Transferred Entities (collectively, the “Accessible Information”) transferred to the Purchaser or retained by the Seller, as applicable (even if any Accessible Information is or becomes commingled with books and records of the Purchaser or the Seller and their respective Affiliates), and the properties, personnel and Representatives of each Party, as may be reasonably required by the requesting Party or such Party’s Affiliates, including to the extent necessary for the preparation of financial statements or regulatory filings in respect of periods ending on or prior to the Closing, or in connection with any insurance claims, Proceedings or any obligations under this Agreement or any agreement, document or instrument contemplated hereby or thereby. At the requesting Party’s cost and expense, the requesting Party and its Affiliates and its and their respective Representatives shall be entitled to make copies of any Accessible Information to which such Persons are entitled to access pursuant to this Section 4.03. Any such access shall be conducted during regular business hours upon reasonable advance notice and under reasonable circumstances, and shall be subject to restrictions under Law and any confidentiality obligations to which the Parties are bound. Except as otherwise provided in Section 7.03(a), each Party shall preserve and keep the Accessible Information held by such Party or any of its Affiliates for a period of six (6) years following the Closing Date. Each Party shall, Seller shall: and shall cause its Affiliates and Representatives to, (i) allow Purchaser, upon reasonable prior notice and during normal business hours, through its Representatives, the right, at Purchaser’s expense, to examine and make copies of any Excluded Books and Records which were retained by Seller or its Affiliates keep all information accessed pursuant to this Section 5.03; and 4.03 confidential, (ii) allow Purchaser not publicly disclose such information to interview Seller’s any other Person (except where such disclosure, upon the advice of outside counsel, is required by Law and its Affiliates’ Representatives for any reasonable business purpose relating only to the Business, including in connection with Seller’s pre- Closing employment of the Transferred Employees or Purchaser’s preparation or examination of regulatory and statutory filings and financial statements and the conduct of any litigation relating to the Business (other than any litigation or dispute between Seller or its Affiliates, on the one hand, and Purchaser or its Affiliates, on the other handextent required by applicable Law), or the conduct of any regulatory authority, policyholder, reinsurer or other dispute resolution or any other Third Party Claim (whether or not such Third Party Claim is the subject of an indemnification claim by a Purchaser Indemnified Person or Seller Indemnified Person), whether pending or threatened; provided, howeverthat, that Seller shall not be obligated to provide each Party or its Affiliates may disclose such access information to its offices if Seller determines, in its reasonable judgment, Representatives or other Persons that such Excluded Books and Records can be provided electronically have a duty of confidentiality (or in another reasonably accessible location. Access similar duty or obligation of non-disclosure) to such Representatives disclosing Party, and Excluded Books (iii) not use such information other than for the express purposes set forth in this Section 4.03. Notwithstanding the foregoing and Records shall except as otherwise provided in Section 7.03(a), any and all such Accessible Information may be at Purchaser’s expense and shall not unreasonably interfere with Seller’s destroyed by the Parties after the sixth (6th) anniversary of the Closing Date (or its Affiliates’ or any of their respective successor companies’ business operationssuch later date as required by applicable Law).

Post-Closing Access to Information. (a) For After the Closing, each Party shall afford the other Party and its counsel, accountants and other representatives, during normal business hours and upon reasonable advance notice, reasonable access to the books, records and other information in such Party’s possession relating directly or indirectly to the assets, liabilities or operations of Performance Packaging with respect to periods prior to the Closing, and the right to make copies and extracts therefrom at its expense, to the extent such access is reasonably required by the requesting Party for any proper business purpose. Without limitation, after the Closing, each Party shall make available to the other Party and its counsel, accountants and other representatives, as reasonably requested, and to any Tax authority that is legally permitted to receive the following pursuant to its subpoena power or its equivalent, all books, records and other information relating to Tax liabilities or potential Tax liabilities for all periods prior to or including the Closing Date and shall preserve all such books, records and other information until the expiration of any applicable statute of limitations for assessment or refund of Taxes or extensions thereof. Subject to the previous sentence, for a period of five six years following after the Closing Date, Seller neither Party shall: (i) allow Purchaser, upon reasonable prior notice or permit its Affiliates to, destroy or otherwise dispose of any of the books, records or other information described in this Section 5.3 without first offering in writing to surrender such books, records and during normal business hoursother information to the other Party, through its Representativeswhich other Party shall have ten days after such offer to agree in writing to take possession thereof. Notwithstanding the provisions of this Section 5.3, while the existence of an adversarial proceeding between the Parties will not abrogate or suspend the provisions of this Section 5.3, as to such records or other information directly pertinent to such dispute, the right, at Purchaser’s expense, to examine and make copies of any Excluded Books and Records which were retained by Seller or its Affiliates pursuant to Parties may not utilize this Section 5.03; and (ii) allow Purchaser to interview Seller’s and its Affiliates’ Representatives for any reasonable business purpose relating to 5.3 but rather, absent agreement, must utilize the Business, including in connection with Seller’s pre- Closing employment rules of the Transferred Employees or Purchaser’s preparation or examination of regulatory and statutory filings and financial statements and the conduct of any litigation relating to the Business (other than any litigation or dispute between Seller or its Affiliates, on the one hand, and Purchaser or its Affiliates, on the other hand), or the conduct of any regulatory authority, policyholder, reinsurer or other dispute resolution or any other Third Party Claim (whether or not such Third Party Claim is the subject of an indemnification claim by a Purchaser Indemnified Person or Seller Indemnified Person), whether pending or threatened; provided, however, that Seller shall not be obligated to provide such access to its offices if Seller determines, in its reasonable judgment, that such Excluded Books and Records can be provided electronically or in another reasonably accessible location. Access to such Representatives and Excluded Books and Records shall be at Purchaser’s expense and shall not unreasonably interfere with Seller’s or its Affiliates’ or any of their respective successor companies’ business operationsdiscovery.

Post-Closing Access to Information. (a) For a period of five seven (7) years following from the Closing Date, except as prohibited by applicable Law, Seller and Buyer shall: , subject to compliance by the other with the provisions of Section 5.12 and the Transition Services Agreement, afford to each other and to each other’s Representatives reasonable access and duplicating rights (with copying costs to be borne by the requesting party) during normal business hours to all books and records, documents and other information (collectively, “Information”) within the knowledge, possession or control of the other party or its Affiliates solely to the extent relating to (a) in the case of requests by Buyer, the FH Business, Transferred FH Companies (and their Closing Subsidiaries), FH Assets, the Acquired FH Assets, Assumed Liabilities or Transferred Employees and (b) in the case of requests by Seller, the Excluded Businesses, the Excluded Assets or the Retained Liabilities, insofar in each case as such access is reasonably required by Seller or Buyer or any of their Subsidiaries or Affiliates for legitimate business reasons and does not violate any applicable Law or any confidentiality obligations applicable to Seller or Buyer or any of their Subsidiaries or Affiliates, as the case may be (and shall use reasonable efforts to cause persons or firms possessing relevant Information to give similar access) and, to the extent practicable, such Information is identified by the requesting party with reasonable specificity; provided, however, that no party shall be required to disclose any Information if (i) allow Purchaserit believes in good faith that doing so presents a significant risk, upon reasonable prior notice and during normal business hours, through its Representatives, based on advice of counsel (which can be inside counsel) of resulting in a loss of the right, at Purchaser’s expense, ability to examine and make copies successfully assert a claim of any Excluded Books and Records which were retained by Seller Privilege or its Affiliates pursuant to this Section 5.03; and (ii) allow Purchaser to interview Seller’s and its Affiliates’ Representatives for any reasonable business purpose relating to the Business, including in connection with Seller’s pre- Closing employment of the Transferred Employees or Purchaser’s preparation or examination of regulatory and statutory filings and financial statements and the conduct of any litigation relating to the Business (other than any litigation or dispute between Seller or any of its AffiliatesSubsidiaries, on the one hand, and Purchaser Buyer or any of its AffiliatesSubsidiaries, on the other hand), or the conduct of any regulatory authority, policyholder, reinsurer or are adverse parties in a litigation (other dispute resolution or any other Third Party Claim (whether or not than a litigation with respect to a claim for indemnification under this Agreement) and such Third Party Claim information is the subject of an indemnification claim by a Purchaser Indemnified Person or Seller Indemnified Person), whether pending or threatenedreasonably pertinent thereto; provided, howeverfurther, that, in the case of clause (i) above, the parties hereto shall reasonably cooperate in seeking to find a way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege; provided, further, that Seller and its Affiliates shall not be obligated required to provide such access Buyer or its Representatives with any information related to its offices if Seller determines, in its reasonable judgment, that such Excluded Books and Records can be provided electronically the Sale Process or in another reasonably accessible location. Access to such Representatives and Excluded Books and Records shall be at Purchaser’s expense and shall not unreasonably interfere with Seller’s or its AffiliatesRepresentatives’ evaluation thereof, including projections, financial or any other information related thereto other than projections, financial or other information prepared in the ordinary course of their respective successor companies’ business operationsthe FH Business without being primarily prepared for the Sale Process. Without limiting the generality of the foregoing, Information may be requested under this Section 5.9 for audit and accounting purposes and in connection with Actions, as well as for purposes of fulfilling disclosure and reporting obligations.

Post-Closing Access to Information. (a) For After the Closing, for a period of five six (6) years following after the Closing Date, Seller shall: (i) allow Purchasereach Party shall afford any other Party, upon reasonable prior notice its respective counsel, accountants and other representatives, during normal business hours, through reasonable access to the books, records and other data in such Party’s possession relating directly or indirectly to the assets, Liabilities or operations of the Sellers with respect to periods prior to the Closing, and the right to make copies and extracts therefrom at its Representatives, the right, at Purchaser’s expense, to examine the extent such access is reasonably required by the requesting Party for any proper business purpose. Without limitation, after the Closing, each Party shall make available to any other Party, as reasonably requested, and make copies to any Tax authority that is legally permitted to receive the following pursuant to its subpoena power or its equivalent, all books, records and other data relating to Tax Liabilities or potential Tax Liabilities for all periods prior to or including the Closing Date and shall preserve all such books, records and other data until the expiration of any Excluded Books and Records which were retained by Seller applicable statute of limitations for assessment or refund of Taxes or extensions thereof. Notwithstanding the obligations contained in this Section 6.1(b), no Party shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of it or its Affiliates pursuant to or contravene any applicable Law or binding agreement; provided that, in the case that the foregoing restricts the rights of any Party under this Section 5.03; 6.1(b), Sellers and (ii) allow Purchaser shall use their reasonable best efforts to interview Seller’s and its Affiliates’ Representatives for make appropriate substitute disclosure arrangements that do not impair any reasonable business purpose relating such attorney-client privilege or violate any applicable Law. The Parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. Subject to the Businessprevious sentence, including in connection with Seller’s pre- each Party agrees, for a period of six (6) years after the Closing employment Date, not to destroy or otherwise dispose of any of the Transferred Employees books, records or Purchaser’s preparation or examination of regulatory other data described in this Section 6.1(b) without first offering in writing to surrender such books, records and statutory filings and financial statements and the conduct of any litigation relating other data to the Business other Parties, which other Parties shall have ten (other than any litigation or dispute between Seller or its Affiliates, on the one hand, and Purchaser or its Affiliates, on the other hand), or the conduct of any regulatory authority, policyholder, reinsurer or other dispute resolution or any other Third Party Claim (whether or not 10) days after such Third Party Claim is the subject of an indemnification claim by a Purchaser Indemnified Person or Seller Indemnified Person), whether pending or threatened; provided, however, that Seller shall not be obligated offer to provide such access agree in writing to its offices if Seller determines, in its reasonable judgment, that such Excluded Books and Records can be provided electronically or in another reasonably accessible location. Access to such Representatives and Excluded Books and Records shall be at Purchaser’s expense and shall not unreasonably interfere with Seller’s or its Affiliates’ or any of their respective successor companies’ business operationstake possession thereof.

Post-Closing Access to Information. (a) For a period of five seven years following the Closing Date, Seller shall: or, with respect to records relating to Tax liabilities of the Companies and the Subsidiaries for taxable periods ending on or prior to the Closing Date, until the expiration of any applicable statute of limitations for assessment or refund of Taxes of assessments thereof, if shorter, each party hereto shall provide, and shall cause its appropriate personnel to provide, when reasonably requested to do so by another party hereto, access to all Tax, financial, accounting and personnel records of or relating to the Companies or the Subsidiaries and the right to make copies or extracts therefrom at its expense; provided that no party shall be required to provide to the other party information that (i) allow Purchasersuch party reasonably believes is competitively sensitive, upon relating to trade secrets, (ii) if provided, would adversely affect the ability of such party to assert attorney-client or attorney work product privilege or other similar privilege and (iii) in the reasonable opinion of such party’s legal counsel, may result in a violation of any Law or Contract applicable to such party; provided, further, that prior notice and during normal business hoursto withholding any information described in the preceding clauses (i), through its Representatives(ii) or (iii), the rightwithholding party shall notify the other party in writing of the nature of such information being withheld and take any actions as may reasonably be requested by the other party to implement alternate arrangements (including entering into confidentiality agreements or joint defense agreements, redacting parts of documents or preparing “clean” summaries of information) in order to allow the other party access to such information to the fullest extent reasonably practicable under the circumstances. No party shall, nor shall it permit its Affiliates to, intentionally dispose of, alter or destroy any such books, records and other data without giving 30 days’ prior written notice to the other party and permitting the other party hereto, at Purchaserthe other party’s expense, to examine examine, duplicate or repossess such records, files, documents and make copies correspondence. Notwithstanding the provisions of any Excluded Books and Records which were retained by Seller or its Affiliates pursuant to this Section 5.03; and (ii) allow Purchaser 5.10, while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.10, as to interview Seller’s and its Affiliates’ Representatives for any reasonable business purpose relating to the Business, including in connection with Seller’s pre- Closing employment of the Transferred Employees or Purchaser’s preparation or examination of regulatory and statutory filings and financial statements and the conduct of any litigation relating to the Business (other than any litigation or dispute between Seller or its Affiliates, on the one hand, and Purchaser or its Affiliates, on the other hand), or the conduct of any regulatory authority, policyholder, reinsurer such records or other dispute resolution or any other Third Party Claim (whether or not such Third Party Claim is the subject of an indemnification claim by a Purchaser Indemnified Person or Seller Indemnified Person), whether pending or threatened; provided, however, that Seller shall not be obligated to provide such access to its offices if Seller determines, in its reasonable judgment, that such Excluded Books and Records can be provided electronically or in another reasonably accessible location. Access information directly pertinent to such Representatives and Excluded Books and Records shall be at Purchaser’s expense and shall dispute, the parties may not unreasonably interfere with Seller’s or its Affiliates’ or any utilize this Section 5.10 but rather, absent agreement, must utilize the rules of their respective successor companies’ business operationsdiscovery.

Post-Closing Access to Information. (a) For a period of five seven (7) years following after the Closing Date, Seller shall: each Party shall provide, and shall cause its Affiliates to provide, when reasonably requested to do so by the other Party, access (i) allow Purchaser, upon reasonable prior notice and during normal business hours, through its Representatives, the right, at Purchaser’s expense, ) to examine and make copies of any Excluded all Books and Records which were retained by Seller and other information relating to the Acquired Companies, Acquired Businesses, Acquired Assets and Assumed Liabilities, including the right to make copies or extracts therefrom at its Affiliates pursuant to this Section 5.03; and (ii) allow Purchaser to interview Seller’s and its Affiliates’ Representatives expense for any reasonable business purpose relating to the Business, including in connection with Seller’s pre- Closing employment of the Transferred Employees or Purchaser’s preparation or examination of regulatory and statutory filings and financial statements and the conduct of any litigation relating to the Business (other than any litigation or dispute between Seller or its Affiliates, on the one hand, and Purchaser or its Affiliates, on the other hand), or the conduct of any regulatory authority, policyholder, reinsurer or other dispute resolution or any other Third Party Claim (whether or not such Third Party Claim is the subject of an indemnification claim by a Purchaser Indemnified Person or Seller Indemnified Person), whether pending or threatenedpurpose; provided, however, that Seller (a) the foregoing shall not apply with respect to any adversarial Proceedings between the Parties and (b) neither Party shall be obligated required to provide violate any obligation of confidentiality, Order or Law to which any such Party is subject or to waive any privilege which such Party may possess in discharging the obligations set forth in this Section 5.3 (provided that in such event, the Parties shall reasonably cooperate with each other to seek an appropriate remedy to permit the access to contemplated hereby). During such period, no Party shall, nor shall it permit its offices if Seller determinesAffiliates to, in its reasonable judgmentdispose of, that alter or destroy any such Excluded Books and Records can be provided electronically or in another reasonably accessible locationother information without giving thirty (30) days’ prior written notice to the other Party and permitting the other Party, at its expense, to examine, duplicate or repossess such records, files, documents and correspondence. Access Subject to such Representatives and Excluded Books and Records shall be clause (b) of the first sentence of this Section 5.3, promptly upon request by Buyer made at Purchaser’s expense any time following the Closing Date, Dover shall, and shall not unreasonably interfere with Seller’s cause its Affiliates to, authorize the release to Buyer of all files pertaining to any Acquired Asset, Assumed Liability or its Affiliates’ Acquired Business held by any Governmental Entity or any of their respective successor companies’ business operationsoutside counsel.

Post-Closing Access to Information. (a) For Subject to Section 9.05, for a period of five six (6) years after the Closing, each of the Parties shall give the other and the other’s Affiliates and its and their Representatives access to the Books and Records and the books and records of the Education Entities or the Health Care Entities (to the extent primarily related to the Business) (collectively, the “Accessible Information”) transferred to the Purchaser Group or retained by the Seller, as applicable (even if any Accessible Information is or becomes commingled with books and records of the Purchaser Group or the Seller and their respective Affiliates), and the properties, personnel and Representatives of each Party, as may be reasonably required by the requesting Party or such Party’s Affiliates, including to the extent necessary for the preparation of financial statements or regulatory filings in respect of periods ending on or prior to the Closing, or in connection with any insurance claims, Claims or any obligations under this Agreement or any agreement, document or instrument contemplated hereby or thereby. At the requesting Party’s cost and expense, the requesting Party and its Affiliates and its and their respective Representatives shall be entitled to make copies of, and conduct searches with respect to or in order to identify, any Accessible Information to which such Persons are entitled to access pursuant to this Section 5.04. Any such access shall be conducted during regular business hours upon reasonable advance notice and under reasonable circumstances, and shall be subject to restrictions under Law and any confidentiality obligations to which the Parties are bound. Except as otherwise provided in Section 9.05, each Party shall preserve and keep the Accessible Information held by such Party or any of its Affiliates relating to the Transferred Assets prior to the Closing for a period of six (6) years following the Closing Date. Each Party shall, Seller shall: (i) allow Purchaser, upon reasonable prior notice and during normal business hours, through its Representatives, the right, at Purchaser’s expense, to examine and make copies of any Excluded Books and Records which were retained by Seller or shall cause its Affiliates and Representatives to, (a) keep all information accessed pursuant to this Section 5.035.04 confidential, (b) not publicly disclose such information to any other Person (except where such disclosure, upon the advice of outside counsel, is required by Law and only to the extent required by applicable Law); provided that each Party or its Affiliates may disclose such information to its Representatives or other Persons that have a duty of confidentiality (or similar duty or obligation of non-disclosure) to such disclosing Party, and (iic) allow Purchaser to interview Seller’s not use such information other than for the express purposes set forth in this Section 5.04. Notwithstanding the foregoing and its Affiliates’ Representatives for except as otherwise provided in Section 9.05, any reasonable business purpose relating to and all such Accessible Information may be destroyed by the Business, including in connection with Seller’s pre- Closing employment Parties after the sixth (6th) anniversary of the Transferred Employees Closing Date (or Purchaser’s preparation or examination of regulatory and statutory filings and financial statements and the conduct of any litigation relating to the Business (other than any litigation or dispute between Seller or its Affiliates, on the one hand, and Purchaser or its Affiliates, on the other handsuch later date as required by applicable Law), or the conduct of any regulatory authority, policyholder, reinsurer or other dispute resolution or any other Third Party Claim (whether or not such Third Party Claim is the subject of an indemnification claim by a Purchaser Indemnified Person or Seller Indemnified Person), whether pending or threatened; provided, however, that Seller shall not be obligated to provide such access to its offices if Seller determines, in its reasonable judgment, that such Excluded Books and Records can be provided electronically or in another reasonably accessible location. Access to such Representatives and Excluded Books and Records shall be at Purchaser’s expense and shall not unreasonably interfere with Seller’s or its Affiliates’ or any of their respective successor companies’ business operations.

Post-Closing Access to Information. (a) For a period of five seven (7) years following from the Closing Date, Seller except as prohibited by applicable Law, APD and Buyer shall: , subject to compliance by the other with the provisions of Section 5.13 and any applicable provision in any Related Agreements, afford to each other and to each other’s Representatives reasonable access and duplicating rights (with copying costs to be borne by the requesting party) during normal business hours to all books and records, documents and other information (collectively, “Information”) within the knowledge, possession or control of the other party or its Affiliates solely to the extent relating to (a) in the case of requests by Buyer, the PMD Business, Transferred PMD Companies, PMD Assets, Assumed Liabilities or Acquired Employees and (b) in the case of requests by APD, the Excluded Businesses, the Excluded Assets or the Retained Liabilities, insofar in each case as such access is reasonably required by APD or Buyer or any of their Subsidiaries or Affiliates for legitimate business reasons and does not violate any applicable Law or any confidentiality obligations applicable to APD or Buyer or any of their Subsidiaries or Affiliates, as the case may be (and shall use reasonable efforts to cause persons or firms possessing relevant Information to give similar access) and, to the extent practicable, such Information is identified by the requesting party with reasonable specificity; provided, however, that no party shall be required to retain any Information as a result of this Section 5.9; provided, further, that no party shall be required to disclose any Information pursuant to this Agreement if (i) allow Purchaserit believes in good faith that doing so presents a significant risk, upon reasonable prior notice and during normal business hoursbased on a written opinion of counsel (which may be inside counsel), through its Representatives, of resulting in a loss of the right, at Purchaser’s expense, ability to examine and make copies successfully assert a claim of any Excluded Books and Records which were retained by Seller Privilege or its Affiliates pursuant to this Section 5.03; and (ii) allow Purchaser to interview Seller’s and APD or any of its Affiliates’ Representatives for any reasonable business purpose relating to the Business, including in connection with Seller’s pre- Closing employment of the Transferred Employees or Purchaser’s preparation or examination of regulatory and statutory filings and financial statements and the conduct of any litigation relating to the Business (other than any litigation or dispute between Seller or its AffiliatesSubsidiaries, on the one hand, and Purchaser Buyer or any of its AffiliatesSubsidiaries, on the other hand), or the conduct of any regulatory authority, policyholder, reinsurer or other dispute resolution or any other Third Party Claim (whether or not are adverse parties in a litigation and such Third Party Claim information is the subject of an indemnification claim by a Purchaser Indemnified Person or Seller Indemnified Person), whether pending or threatenedreasonably pertinent thereto; provided, howeverfurther, that Seller in the case of clause (i) above, the parties hereto shall reasonably cooperate in seeking to find a way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege; provided, further, that each party hereto and its respective Affiliates shall not be obligated required to provide such access the other party or its Representatives with any information related to its offices if Seller determinesthe Sale Process or Buyer’s, APD’s or their respective Representatives’ evaluation thereof, including projections, financial or other information related thereto other than, in its reasonable judgment, that such Excluded Books and Records can be provided electronically or in another reasonably accessible location. Access to such Representatives and Excluded Books and Records shall be at Purchaser’s expense and shall not unreasonably interfere with Seller’s the case of APD or its Affiliates’ , projections, financial or any other information prepared in the ordinary course of their respective successor companies’ business operationsthe PMD Business without being prepared for the Sale Process. Without limiting the generality of the foregoing, Information may be requested under this Section 5.9 for audit and accounting purposes and in connection with Actions, as well as for purposes of fulfilling disclosure and reporting obligations. Notwithstanding anything herein to the contrary, following Closing and for as long as such retention is required under applicable Law, Buyer shall, and shall cause the Transferred PMD Companies to, retain all medical and exposure records of Business Employees and afford APD and its Affiliates and Representatives with reasonable access to such medical and exposure records in each case to the extent permitted under applicable Law.

Post-Closing Access to Information. (a) For a period of five years following From and after the Closing Date, Seller except as prohibited by applicable Law, DuPont and Buyer shall: , subject to compliance by the other and its Subsidiaries with the provisions of Section 5.15, afford to each other and to each other's Representatives reasonable access and duplicating rights (iwith copying costs to be borne by the requesting party) allow Purchaser, upon reasonable prior notice and during normal business hourshours to all books and records, through its Representativesdocuments and other information (collectively, "INFORMATION") within the knowledge, possession or control of the other party or any DuPont Indemnified Party or Buyer Indemnified Party solely to the extent relating to (a) in the case of Buyer, the rightTransferred Business, at Purchaser’s expenseTransferred Business Companies, to examine and make copies of any Excluded Books and Records which were retained by Seller Transferred Assets, Assumed Liabilities or its Affiliates pursuant to this Section 5.03; Transferred Employees and (iib) allow Purchaser to interview Seller’s and its Affiliates’ Representatives for any reasonable business purpose relating to in the case of DuPont, the Retained Business, including in connection with Seller’s pre- Closing employment of the Transferred Employees or Purchaser’s preparation or examination of regulatory and statutory filings and financial statements and the conduct of any litigation relating to the Business (other than any litigation or dispute between Seller or its Affiliates, on the one hand, and Purchaser or its Affiliates, on the other hand), Excluded Assets or the conduct of any regulatory authorityRetained Liabilities, policyholder, reinsurer or other dispute resolution or any other Third Party Claim (whether or not such Third Party Claim is the subject of an indemnification claim by a Purchaser Indemnified Person or Seller Indemnified Person), whether pending or threatened; provided, however, that Seller shall not be obligated to provide insofar in each case as such access to its offices if Seller determines, in its reasonable judgment, that such Excluded Books and Records can be provided electronically is reasonably required by DuPont or in another reasonably accessible location. Access to such Representatives and Excluded Books and Records shall be at Purchaser’s expense and shall not unreasonably interfere with Seller’s or its Affiliates’ Buyer or any of their respective successor companies’ business operationsSubsidiaries or Affiliates and does not violate any applicable Law or any confidentiality obligations applicable to DuPont or Buyer or any of their Subsidiaries or Affiliates, as the case may be (and shall use reasonable efforts to cause persons or firms possessing relevant Information to give similar access), PROVIDED, HOWEVER, that no party shall be required to disclose any Information if it believes in good faith that doing so presents a significant risk, based on an opinion of counsel (which can be inside counsel) of resulting in a loss of the ability to successfully assert a claim of Privilege; PROVIDED that the parties hereto shall cooperate in seeking to find a way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege. Without limiting the generality of the foregoing, Information may be requested under this Section 5.12 for audit and accounting purposes and in connection with Actions, as well as for purposes of fulfilling disclosure and reporting obligations. Notwithstanding the foregoing, the provisions of this Section 5.12 shall not apply to Actions brought by one party (or its Affiliates) to this Agreement against another party (or its Affiliates) to this Agreement.

Post-Closing Access to Information. (a) For a period From and after the Closing Date, except as prohibited by applicable Law, and except as relates to Information regarding Taxes which is governed by Article VI, DuPont and Buyer shall, subject to compliance by the other and its Subsidiaries with the provisions of five Section 5.20, afford to each other and to each other's authorized employees, accountants, counsel and other designated Representatives reasonable access (including using reasonable commercial efforts (as defined in Section 5.11(c)) to deliver) and duplicating rights (with retrieval, delivery and copying costs to be borne equally by DuPont and Buyer for the two years following the Closing Dateand thereafter, Seller shall: by the party requesting any such copies during normal business hours to all books and records and documents, communications, items, matters and other information (collectively, "INFORMATION") within the knowledge, possession, custody or control of the other party or any DuPont Indemnified Party or Buyer Indemnified Party, as applicable, relating to (a) in the case of requests by Buyer, the DTI Assets, the DTI Business, the Assumed Liabilities or the DTI Employees, and (b) in the case of requests by DuPont, the Excluded Assets, the DuPont Business or the Retained Liabilities, insofar as such access is reasonably required by DuPont or Buyer or any of their Subsidiaries or Affiliates and does not violate this Agreement or the Related Agreements, any applicable Law or any confidentiality obligations applicable to DuPont or Buyer or any of their Subsidiaries or Affiliates, as the case may be (and shall use reasonable commercial efforts to cause Persons or firms possessing relevant Information to give similar access). The foregoing will (i) allow Purchaser, upon reasonable prior notice not apply to Technical Information (which shall be governed by the Patent and during normal business hours, through its Representatives, the right, at Purchaser’s expense, to examine and make copies of any Excluded Books and Records which were retained by Seller or its Affiliates pursuant to this Section 5.03; 164 Technical Information Agreement) and (ii) allow Purchaser to interview Seller’s and its Affiliates’ Representatives for any reasonable business purpose relating to be limited by the Business, including in connection with Seller’s pre- Closing employment of the Transferred Employees or Purchaser’s preparation or examination of regulatory and statutory filings and financial statements and the conduct of any litigation relating to the Business (other than any litigation or dispute between Seller or its Affiliates, on the one hand, and Purchaser or its Affiliates, on the other hand), or the conduct of any regulatory authority, policyholder, reinsurer or other dispute resolution or any other Third Party Claim (whether or not such Third Party Claim is the subject of an indemnification claim by a Purchaser Indemnified Person or Seller Indemnified Person), whether pending or threatened; provided, however, that Seller shall not be obligated to provide such access to its offices if Seller determines, in its reasonable judgment, that such Excluded Books and Records can be provided electronically or in another reasonably accessible location. Access to such Representatives and Excluded Books and Records shall be at Purchaser’s expense and shall not unreasonably interfere with Seller’s or its Affiliates’ or any of their respective successor companies’ business operations.following specific provisions:

Post-Closing Access to Information. (a) For Other than with respect to Tax matters, which are governed solely by Article 12, for a period of five seven (7) years following after the Closing Date, Seller shall: (i) allow Purchaser, upon reasonable prior notice and during normal business hours, through its Representatives, the right, at Purchaser’s expense, to examine and make copies of any Excluded Books and Records which were retained by Seller or its Affiliates pursuant to this Section 5.03; and (ii) allow Purchaser to interview Seller’s and its Affiliates’ Representatives for any reasonable business purpose relating to the Business, including in connection with Seller’s pre- Closing employment of the Transferred Employees or Purchaser’s preparation or examination of regulatory and statutory filings and financial statements and the conduct of any litigation relating to the Business (other than any litigation or dispute between Seller or its AffiliatesPurchasers, on the one hand, and Purchaser or its Affiliatesand, Sellers on the other hand), will preserve the financial and operating data and other information relating to the Purchased Assets and will furnish to each other, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Purchased Assets as Purchasers or the conduct of any regulatory authority, policyholder, reinsurer or other dispute resolution or any other Third Party Claim (whether or not such Third Party Claim is the subject of an indemnification claim by a Purchaser Indemnified Person or Seller Indemnified Person), whether pending or threatenedSellers may reasonably request; provided, howeverthat Purchasers shall only be required to furnish such information to Sellers to the extent it relates to the ownership of the applicable Purchased Assets during the Tax year in which the related Transfer Date falls. The requesting party will bear all of the out-of-pocket costs and expenses (including attorneys’ fees, that Seller shall not be obligated to provide such access to its offices if Seller determinesbut excluding reimbursement for general overhead, salaries and employee benefits) reasonably incurred in its reasonable judgmentconnection with the foregoing. Notwithstanding the foregoing, that such Excluded Books and Records can be provided electronically or in another reasonably accessible location. Access to such Representatives and Excluded Books and Records (a) no party shall be at Purchaser’s expense required to furnish any such data or information (i) if doing so would jeopardize any attorney-client or other legal privilege or contravene any applicable Law, duty or agreement, (ii) in connection with any claim or dispute between Parent or any Seller and shall not any Purchaser under this Agreement or any Ancillary Agreement or (iii) if doing so would unreasonably interfere with Seller’s or the operation of the Purchased Assets and (b) any and all such data and information may be destroyed by the party holding such data and information if such party sends to the other party written notice of its Affiliates’ or any intent to destroy such data and information, specifying in reasonable detail the contents thereof; such data and information may then be destroyed after the 60th day following such notice unless such other party notifies the destroying party that such other party desires to obtain possession of their respective successor companies’ business operationssuch data and information, in which event the destroying party shall transfer the data and information to such other party and such other party shall pay all reasonable expenses in connection therewith.

Post-Closing Access to Information. From and after the Closing until the seventh (a7th) For a period anniversary of five years following the Closing Date, Seller Parent shall: , and shall cause the Surviving Corporation to, provide the Securityholder Representative and its representatives with reasonable access (for the purpose of examining and copying at the Company’s expense), during normal business hours and upon reasonable notice, to the books and records of the Company and its Subsidiaries for any reasonable purpose with respect to periods or occurrences prior to or on the Closing Date and including any purpose that is reasonably relevant to the Stockholders’ Tax liabilities or status as equityholders of the Company during such periods; provided that (a) such access does not interfere with the normal business operations of the Surviving Corporation, and (b) such disclosure or provision of access would not be reasonably likely to (i) allow Purchaserjeopardize any attorney-client privilege, upon reasonable prior notice and during normal business hours, through its Representatives, the right, at Purchaser’s expense, to examine and make copies of any Excluded Books and Records which were retained by Seller attorney work product protection or its Affiliates pursuant to this Section 5.03; and other legal privilege or (ii) allow Purchaser to interview Seller’s and its Affiliates’ Representatives for contravene any reasonable business purpose relating to the Businessconfidentiality obligation, including in connection with Seller’s pre- Closing employment of the Transferred Employees applicable Law, fiduciary duty or Purchaser’s preparation or examination of regulatory and statutory filings and financial statements and the conduct of any litigation relating to the Business (other than any litigation or dispute between Seller or its Affiliates, on the one hand, and Purchaser or its Affiliates, on the other hand), or the conduct of any regulatory authority, policyholder, reinsurer or other dispute resolution or any other Third Party Claim (whether or not such Third Party Claim is the subject of an indemnification claim by a Purchaser Indemnified Person or Seller Indemnified Person), whether pending or threatenedagreement; provided, howeverfurther, that Seller the Surviving Corporation shall cooperate in good faith to provide substantially the information the Securityholder Representative requests in such a manner so as not to waive any legal privilege or contravene any applicable Law, fiduciary duty or agreement. Unless otherwise consented to in writing by the Securityholder Representative, Parent will not, and will not permit the Surviving Corporation, until the seventh (7th) anniversary of the Closing Date, including any waivers or extensions thereof, to destroy, alter or otherwise dispose of any of the books and records of the Surviving Corporation or its Subsidiaries for any period prior to the Closing Date without first giving reasonable prior written notice to the Securityholder Representative and offering to surrender to the Securityholder Representative (on behalf of the Stockholders) such books and records or any portion thereof which Parent or the Surviving Corporation may intend to destroy, alter or dispose of; provided that in no event shall the Surviving Corporation or its Subsidiaries be obligated to provide such access to its offices if Seller determinesretain any books and records for a period longer than the applicable retention period under, in its reasonable judgment, that such Excluded Books and Records can be provided electronically or in another reasonably accessible location. Access to such Representatives and Excluded Books and Records shall be at Purchaser’s expense and shall not unreasonably interfere a manner inconsistent in any material respect with Seller’s or its Affiliates’ or any other term of, any Company retention policy in effect as of their respective successor companies’ business operationsthe date of this Agreement.

Post-Closing Access to Information. (a) For a period of five seven (7) years following from the Closing Date, Seller except as prohibited by applicable Law, DuPont and Buyer shall: , subject to compliance by the other with the provisions of Section 5.12 and any Related Agreements, afford to each other and to each other’s Representatives reasonable access and duplicating rights (with copying costs to be borne by the requesting party) during normal business hours to all books and records, documents and other information (collectively, “Information”) within the knowledge, possession or control of the other party or its Affiliates solely to the extent relating to (a) in the case of requests by Buyer, the DPC Business, Transferred DPC Companies (and their Subsidiaries), DPC Assets, Assumed Liabilities, the Joint Ventures or Transferred Employees and (b) in the case of requests by DuPont, the Excluded Businesses, the Excluded Assets or the Retained Liabilities, insofar in each case as such access is reasonably required by DuPont or Buyer or any of their Subsidiaries or Affiliates for legitimate business reasons and does not violate any applicable Law or any confidentiality obligations applicable to DuPont or Buyer or any of their Subsidiaries or Affiliates, as the case may be (and shall use reasonable efforts to cause persons or firms possessing relevant Information to give similar access) and, to the extent practicable, such Information is identified by the requesting party with reasonable specificity; provided, however, that no party shall be required to disclose any Information if (i) allow Purchaserit believes in good faith that doing so presents a significant risk, upon reasonable prior notice and during normal business hours, through its Representatives, based on an opinion of counsel (which can be inside counsel) of resulting in a loss of the right, at Purchaser’s expense, ability to examine and make copies successfully assert a claim of any Excluded Books and Records which were retained by Seller Privilege or its Affiliates pursuant to this Section 5.03; and (ii) allow Purchaser to interview Seller’s and DuPont or any of its Affiliates’ Representatives for any reasonable business purpose relating to the Business, including in connection with Seller’s pre- Closing employment of the Transferred Employees or Purchaser’s preparation or examination of regulatory and statutory filings and financial statements and the conduct of any litigation relating to the Business (other than any litigation or dispute between Seller or its AffiliatesSubsidiaries, on the one hand, and Purchaser Buyer or any of its AffiliatesSubsidiaries, on the other hand), or the conduct of any regulatory authority, policyholder, reinsurer or are adverse parties in a litigation (other dispute resolution or any other Third Party Claim (whether or not than a litigation with respect to a claim for indemnification under this Agreement) and such Third Party Claim information is the subject of an indemnification claim by a Purchaser Indemnified Person or Seller Indemnified Person), whether pending or threatenedreasonably pertinent thereto; provided, howeverfurther, that, in the case of clause (i) above, the parties hereto shall reasonably cooperate in seeking to find a way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege; provided, further, that Seller DuPont and its Affiliates shall not be obligated required to provide such access Buyer or its Representatives with any information related to its offices if Seller determines, in its reasonable judgment, that such Excluded Books and Records can be provided electronically the Sale Process or in another reasonably accessible location. Access to such Representatives and Excluded Books and Records shall be at Purchaser’s expense and shall not unreasonably interfere with SellerDuPont’s or its AffiliatesRepresentatives’ evaluation thereof, including projections, financial or other information related thereto other than projections, financial or other information prepared in the ordinary course of the DPC Business without being primarily prepared for the Sale Process. Without limiting the generality of the foregoing, Information may be requested under this Section 5.9 for audit and accounting purposes and in connection with Actions, as well as for purposes of fulfilling disclosure and reporting obligations. Notwithstanding anything herein to the contrary, following Closing and for as long as such retention is required in accordance with the DuPont Corporate Records and Information Management Policy, as in effect as of the date hereof, or applicable Law (with the longer durational requirement to govern), Buyer shall, and shall cause the Transferred DPC Companies and their Subsidiaries to, retain all medical and exposure records of Business Employees and, subject to applicable Law, afford DuPont and its Affiliates and Representatives with reasonable access to such medical and exposure records for any of their respective successor companies’ reasonable business operationspurpose.

Post-Closing Access to Information. (a) For a period of five seven (7) years following from the Closing Date, Seller except as prohibited by applicable Law, Delta and Newco shall: , subject to compliance by the other with the provisions of Section 7.12 and any Related Agreements, afford to each other and to each other’s Representatives reasonable access and duplicating rights (with copying costs to be borne by the requesting party) during normal business hours and upon reasonable advance notice to all financial, Tax, and other books and records, documents and other information (collectively, “Information”) within the knowledge, possession or control of such party or its Affiliates solely to the extent relating to (a) in the case of requests by Newco, the DPP Business, Transferred DPP Companies (and their Subsidiaries), DPP Assets, Assumed Liabilities or Transferred Employees and (b) in the case of requests by Delta, the Excluded Businesses, the Excluded Assets or the Retained Liabilities, insofar in each case as such access is reasonably required by Delta or Newco or any of their Subsidiaries or Affiliates for legitimate business reasons, including litigation, government investigations, financial and Tax reporting purposes, and does not violate any applicable Law or any confidentiality obligations applicable to Delta or Newco or any of their Subsidiaries or Affiliates, as the case may be (and shall use reasonable efforts to cause Persons or firms possessing relevant Information to give similar access) and, to the extent practicable, such Information is identified by the requesting party with reasonable specificity; provided, however, that no party shall be required to disclose any Information if (i) allow Purchaserit believes in good faith that doing so presents a significant risk, upon reasonable prior notice and during normal business hours, through its Representatives, based on advice of counsel (which can be inside counsel provided such advice is in writing) of resulting in a loss of the right, at Purchaser’s expense, ability to examine and make copies successfully assert a claim of any Excluded Books and Records which were retained by Seller Privilege or its Affiliates pursuant to this Section 5.03; and (ii) allow Purchaser to interview Seller’s and Delta or any of its Affiliates’ Representatives for any reasonable business purpose relating to the Business, including in connection with Seller’s pre- Closing employment of the Transferred Employees or Purchaser’s preparation or examination of regulatory and statutory filings and financial statements and the conduct of any litigation relating to the Business (other than any litigation or dispute between Seller or its AffiliatesSubsidiaries, on the one hand, and Purchaser Newco or any of its AffiliatesSubsidiaries, on the other hand), or the conduct of any regulatory authority, policyholder, reinsurer or are adverse parties in a litigation (other dispute resolution or any other Third Party Claim (whether or not than a litigation with respect to a claim for indemnification under this Agreement) and such Third Party Claim information is the subject of an indemnification claim by a Purchaser Indemnified Person or Seller Indemnified Person), whether pending or threatenedreasonably pertinent thereto; provided, howeverfurther, that, in the case of clause (i) above, the parties hereto shall reasonably cooperate in seeking to find a way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege; provided, further, that Seller Delta and its Affiliates shall not be obligated required to provide such access Newco or its Representatives with any information related to its offices if Seller determines, in its reasonable judgment, that such Excluded Books and Records can be provided electronically the Transaction Process or in another reasonably accessible location. Access to such Representatives and Excluded Books and Records shall be at Purchaser’s expense and shall not unreasonably interfere with SellerDelta’s or its AffiliatesRepresentatives’ evaluation thereof, including projections, financial or any other information related thereto other than projections, financial or other information prepared in the ordinary course of their respective successor companies’ business operationsthe DPP Business without being primarily prepared for the Transaction Process. Without limiting the generality of the foregoing, Information may be requested under this Section 7.9 for audit and accounting purposes and in connection with Actions, as well as for purposes of fulfilling disclosure and reporting obligations.

Post-Closing Access to Information. (a) For a period of five three (3) years following after the Closing Date, upon advance reasonable notice, Buyer shall, and shall cause its officers, directors, employees, agents, representatives, accountants and counsel to, afford Seller shall: and its authorized representatives reasonable access to the books and records (iincluding applicable electronic copies) allow Purchaser, upon reasonable prior notice and during normal business hours, through its Representatives, of the rightAcquired Companies, at PurchaserSeller’s sole expense, to examine for the purpose of assisting Seller with its financial reporting obligations under the rules of the Securities and make copies Exchange Commission and its preparation of any Excluded Books and Records which were retained by Seller or its Affiliates pursuant to this Section 5.03; and (ii) allow Purchaser to interview Seller’s and its Affiliates’ Representatives for any reasonable business purpose relating to the Business, including in connection with Seller’s pre- Closing employment of the Transferred Employees or Purchaser’s preparation or examination of regulatory and statutory filings and financial statements and the conduct of any litigation relating to the Business (other than any litigation or dispute between Seller or its Affiliates, on the one hand, and Purchaser or its Affiliates, on the other hand), or the conduct of any regulatory authority, policyholder, reinsurer or other dispute resolution or any other Third Party Claim (whether or not such Third Party Claim is the subject of an indemnification claim by a Purchaser Indemnified Person or Seller Indemnified Person), whether pending or threatenedTax Returns; provided, however, that Seller any such access shall be conducted during normal business hours, under the supervision of the Acquired Companies’ personnel and in such a manner as not to interfere with the normal operations of the Business. Notwithstanding anything to the contrary in this Agreement, the Acquired Companies and Buyer shall not be obligated required to disclose any information to Seller if such disclosure would (i) contravene any applicable Law (including, but not limited to, any Antitrust Laws), (ii) be a breach of any fiduciary duty or agreement, or (iii) jeopardize any attorney-client or other legal privilege; provided, however, that Buyer shall provide prompt notice of such access restriction to Seller and shall use its offices if Seller determinescommercially reasonable efforts to communicate the applicable information in a way that would not contravene any applicable Law, breach any fiduciary duty or agreement or jeopardize any attorney-client or other legal privilege, whether through establishment of a “clean room” or otherwise. Notwithstanding anything to the contrary in its reasonable judgmentthis Section 6.08, that no such Excluded Books and Records can be provided electronically access or in another reasonably accessible location. Access to such Representatives and Excluded Books and Records disclosure of any information shall be at Purchaser’s expense and shall not unreasonably interfere with Seller’s required for a purpose related to an Action or its Affiliates’ a potential Action against Buyer, the Acquired Companies or any of their respective successor companies’ business operationsAffiliates or as long as there is any Action pending between the parties to this Agreement or any of their respective Affiliates.

Post-Closing Access to Information. (a) For a period of five years following Seller and Buyer shall reasonably cooperate with each other after the Closing Dateso that (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege) each party has access to the business records, Seller shall: (i) allow Purchaser, upon reasonable prior notice contracts and during normal business hours, through its Representatives, other information existing at the right, at Purchaser’s expense, to examine Closing Date and make copies of any Excluded Books and Records which were retained by Seller or its Affiliates pursuant to this Section 5.03; and (ii) allow Purchaser to interview Seller’s and its Affiliates’ Representatives for any reasonable business purpose relating to the BusinessPurchased Assets, including in connection with Seller’s pre- Closing employment of the Transferred Employees or Purchaser’s preparation or examination of regulatory and statutory filings and financial statements and the conduct of any litigation relating to the Business (other than any litigation or dispute between Seller or its Affiliates, on the one hand, and Purchaser or its Affiliates, on the other hand), Assumed Liabilities or the conduct of the Business (whether in the possession of Seller or Buyer) as is reasonably necessary for (a) the preparation for or the prosecution or defense of any regulatory authoritysuit, policyholderaction, reinsurer litigation or administrative, arbitration or other dispute resolution proceeding or investigation (other than one by or on behalf of a party to this Agreement) by or against Seller or Buyer, (b) the preparation and filing of any tax return or election relating the Purchased Assets, the Assumed Liabilities or the conduct of the Business and any audit by any taxing authority of any returns of Buyer or Seller relating thereto, and (c) the preparation and filing of any other Third Party Claim (whether or not documents required by any Authority. The party requesting such Third Party Claim is information and assistance shall reimburse the subject of an indemnification claim other party for all out-of-pocket costs and expenses incurred by a Purchaser Indemnified Person or Seller Indemnified Person), whether pending or threatened; provided, however, that Seller shall not be obligated to provide such party in providing such information and in rendering such assistance. The access to its offices if Seller determinesfiles, in its reasonable judgmentbooks and records contemplated by this Section 4.10 shall be during normal business hours and upon not less than two business days' prior written request, that such Excluded Books and Records can shall be provided electronically or in another reasonably accessible location. Access subject to such Representatives and Excluded Books and Records shall be at Purchaser’s expense reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained therein, and shall not unreasonably interfere with Seller’s or its Affiliates’ or any extend to material subject to a claim of their respective successor companies’ business operationsprivilege unless expressly waived by the party entitled to claim the same.

Post-Closing Access to Information. From and after the ---------------------------------- Closing Date, except as prohibited by applicable Law, DuPont and Buyer shall, subject to compliance by the other and its Subsidiaries with the provisions of Section 5.15, afford to each other and to each other's Representatives reasonable access and duplicating rights (with copying costs to be borne by the requesting party) during normal business hours to all books and records, documents and other information (collectively, "Information") within the ----------- knowledge, possession or control of the other party or any DuPont Indemnified Party or Buyer Indemnified Party solely to the extent relating to (a) For a period in the case of five years following the Closing Date, Seller shall: (i) allow Purchaser, upon reasonable prior notice and during normal business hours, through its RepresentativesBuyer, the rightTransferred Business, at Purchaser’s expenseTransferred Business Companies, to examine and make copies of any Excluded Books and Records which were retained by Seller Transferred Assets, Assumed Liabilities or its Affiliates pursuant to this Section 5.03; Transferred Employees and (iib) allow Purchaser to interview Seller’s and its Affiliates’ Representatives for any reasonable business purpose relating to in the case of DuPont, the Retained Business, including the Excluded Assets or the Retained Liabilities, insofar in connection with Seller’s pre- Closing employment each case as such access is reasonably required by DuPont or Buyer or any of the Transferred Employees their Subsidiaries or Purchaser’s preparation Affiliates and does not violate any applicable Law or examination any confidentiality obligations applicable to DuPont or Buyer or any of regulatory and statutory filings and financial statements and the conduct of any litigation relating to the Business (other than any litigation their Subsidiaries or dispute between Seller or its Affiliates, on as the one hand, case may be (and Purchaser shall use reasonable efforts to cause persons or its Affiliates, on the other handfirms possessing relevant Information to give similar access), or the conduct of any regulatory authority, policyholder, reinsurer or other dispute resolution or any other Third Party Claim (whether or not such Third Party Claim is the subject of an indemnification claim by a Purchaser Indemnified Person or Seller Indemnified Person), whether pending or threatened; provided, however, that Seller no party shall be required to -------- ------- disclose any Information if it believes in good faith that doing so presents a significant risk, based on an opinion of counsel (which can be inside counsel) of resulting in a loss of the ability to successfully assert a claim of Privilege; provided that the parties hereto shall cooperate in seeking to find a -------- way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege. Without limiting the generality of the foregoing, Information may be requested under this Section 5.12 for audit and accounting purposes and in connection with Actions, as well as for purposes of fulfilling disclosure and reporting obligations. Notwithstanding the foregoing, the provisions of this Section 5.12 shall not be obligated apply to provide such access to its offices if Seller determines, in its reasonable judgment, that such Excluded Books and Records can be provided electronically or in another reasonably accessible location. Access to such Representatives and Excluded Books and Records shall be at Purchaser’s expense and shall not unreasonably interfere with Seller’s Actions brought by one party (or its Affiliates’ ) to this Agreement against another party (or any of their respective successor companies’ business operationsits Affiliates) to this Agreement.

Post-Closing Access to Information. (a) For Subject to the standard document retention policies of each party and its Affiliates, for a period of five six (6) years following the Closing, each party shall preserve all pre-Closing Date, Seller shall: (i) allow PurchaserDate books and records of the Acquired Companies and the Business possessed or controlled by such Person. During such period, upon any reasonable prior notice request from party or its authorized Representatives (the “Requesting Party”), the other party or any of its Affiliates holding such books and records (the “Disclosing Party”) shall (a) provide the Requesting Party reasonable access to such books and records during normal business hours, through its Representatives, the right, at Purchaser’s expense, to examine and make copies of any Excluded Books and Records which were retained by Seller or its Affiliates pursuant to this Section 5.03; and (ii) allow Purchaser to interview Seller’s and its Affiliates’ Representatives for any reasonable business purpose relating to the Business, including in connection with Seller’s pre- Closing employment of the Transferred Employees or Purchaser’s preparation or examination of regulatory and statutory filings and financial statements and the conduct of any litigation relating to the Business (other than any litigation or dispute between Seller or its Affiliates, on the one hand, and Purchaser or its Affiliates, on the other hand), or the conduct of any regulatory authority, policyholder, reinsurer or other dispute resolution or any other Third Party Claim (whether or not such Third Party Claim is the subject of an indemnification claim by a Purchaser Indemnified Person or Seller Indemnified Person), whether pending or threatened; provided, however, that Seller shall not be obligated to provide such access to its offices if Seller determines, in its reasonable judgment, that such Excluded Books and Records can be provided electronically or in another reasonably accessible location. Access to such Representatives and Excluded Books and Records shall be at Purchaser’s expense and shall not unreasonably interfere with Seller’s the conduct of the business of the Disclosing Party holding such books and records and (b) permit the Requesting Party to make copies of such books and records, in each case, at no cost to the Disclosing Party (other than for reasonable out-of-pocket expenses). Nothing herein shall require the Disclosing Party to disclose any information to the Requesting Party if such disclosure would jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine or contravene any applicable Law, Governmental Order or any fiduciary duty (it being understood that the Disclosing Party shall (i) cooperate with any requests for, and use their reasonable best efforts to obtain, any waivers, and (ii) use their reasonable best efforts to make other arrangements (including redacting information or entering into common interest or joint defense agreements or establishing clean team arrangements), in each case, that would enable otherwise required disclosure to Seller or its Affiliates’ Representatives to occur without so jeopardizing privilege or contravening such applicable Law, Governmental Order or fiduciary duty or agreement) or (except as provided in Section 10.02) require Buyer or its Affiliates to disclose its Tax records (except for Tax records of, or with respect to, the Acquired Companies) or any of their respective successor companies’ business operationspersonnel or related records.

Post-Closing Access to Information. (a) For a period of five seven (7) years following after the Closing Date, Seller shall: (i) allow Purchasershall provide, upon reasonable prior notice and during normal business hoursshall cause its appropriate personnel to provide, through its Representativeswhen reasonably requested to do so by Buyer, access to all Tax, financial and accounting records of or relating exclusively to the Assets, the right, at Purchaser’s expense, to examine and make copies of any Excluded Assumed Liabilities or the Business (excluding the Books and Records which were retained by Seller or its Affiliates pursuant provided to this Section 5.03; and (ii) allow Purchaser to interview Seller’s and its Affiliates’ Representatives for any reasonable business purpose relating to the Business, including Buyer in connection with Seller’s pre- Closing employment of the Transferred Employees or Purchaser’s preparation or examination of regulatory and statutory filings and financial statements Closing) and the conduct right to make copies or extracts therefrom at its expense, provided, however, notwithstanding anything to the contrary in this Agreement (including Section 4.1(a)), Buyer shall not have access to any documentation of any litigation relating Seller to the extent it contains information of Seller not exclusively related to the Business (and, for the avoidance of doubt, Buyer shall not have access to any information, records or documents relating to Liabilities for Taxes or potential Liabilities for Taxes of Seller except to the extent exclusively related to the Business). Likewise, Buyer shall maintain the Books and Records for a period of seven (7) years following the Closing Date and shall make such records available to Seller for inspection or copying at Seller’s expense. During such seven (7) year period, neither Party shall, nor shall it permit its Affiliates to, intentionally dispose of, alter or destroy any such books, records and other than any litigation or dispute between Seller or its Affiliates, on the one hand, and Purchaser or its Affiliates, on data without giving thirty (30) calendar days’ prior written notice to the other hand)Party and permitting such other Party, at its expense, to examine, duplicate or the conduct of any regulatory authorityrepossess such records, policyholderfiles, reinsurer or other dispute resolution or any other Third Party Claim (whether or not such Third Party Claim is the subject of an indemnification claim by a Purchaser Indemnified Person or Seller Indemnified Person), whether pending or threateneddocuments and correspondence; provided, however, that Seller the Parties shall not be obligated permitted to dispose of books, records and other data to the extent permitted by applicable Law and in compliance with such Party’s ordinary course document retention policies and procedures. Notwithstanding the foregoing, neither Party shall be required to provide access to or to disclose information where such access to its offices if Seller determines, in its reasonable judgment, that or disclosure would jeopardize the attorney-client privilege of such Excluded Books and Records can be provided electronically Party or in another reasonably accessible location. Access violate any Law applicable to such Representatives and Excluded Books and Records shall be at Purchaser’s expense and shall not unreasonably interfere with Seller’s Party or its Affiliates’ the confidentiality provisions of any contract or any of their respective successor companies’ business operationsagreement to which such Party is a party on the Effective Date.

Post-Closing Access to Information. (a) For a period of five seven (7) years following from the Closing Date, except as prohibited by applicable Law, Seller and Buyer shall: , subject to compliance by the other with the provisions of Section 5.12 and the Transition Services Agreement, afford to each other and to each other’s Representatives reasonable access and duplicating rights (with copying costs to be borne by the requesting party) during normal business hours to all books and records, documents and other information (collectively, “Information”) within the knowledge, possession or control of the other party or its Affiliates solely to the extent relating to (a) in the case of requests by Buyer, the FH Business, Transferred FH Companies (and their Closing Subsidiaries), FH Assets, the Acquired FH Assets, Assumed Liabilities or Transferred Employees and (b) in the case of requests by Seller, the Excluded Businesses, the Excluded Assets or the Retained Liabilities, insofar in each case as such access is reasonably required by Seller or Buyer or any of their Subsidiaries or Affiliates for legitimate business reasons and does not violate any applicable Law or any confidentiality obligations applicable to Seller or Buyer or any of their Subsidiaries or Affiliates, as the case may be (and shall use reasonable efforts to cause persons or firms possessing relevant Information to give similar access) and, to the extent practicable, such Information is identified by the requesting party with reasonable specificity; provided, however, that no party shall be required to disclose any Information if (i) allow Purchaserit believes in good faith that doing so presents a significant risk, upon reasonable prior notice and during normal business hours, through its Representatives, based on advice of counsel (which can be inside counsel) of resulting in a loss of the right, at Purchaser’s expense, ability to examine and make copies successfully assert a claim of any Excluded Books and Records which were retained by Seller Privilege or its Affiliates pursuant to this Section 5.03; and (ii) allow Purchaser to interview Seller’s and its Affiliates’ Representatives for any reasonable business purpose relating to the Business, including in connection with Seller’s pre- Closing employment of the Transferred Employees or Purchaser’s preparation or examination of regulatory and statutory filings and financial statements and the conduct of any litigation relating to the Business (other than any litigation or dispute between Seller or any of its AffiliatesSubsidiaries, on the one hand, and Purchaser Buyer or any of its AffiliatesSubsidiaries, on the other hand), or the conduct of any regulatory authority, policyholder, reinsurer or are adverse parties in a litigation (other dispute resolution or any other Third Party Claim (whether or not than a litigation with respect to a claim for indemnification under this Agreement) and such Third Party Claim information is the subject of an indemnification claim by a Purchaser Indemnified Person or Seller Indemnified Person), whether pending or threatenedreasonably pertinent thereto; provided, howeverfurther, that, in the case of clause (i) above, the parties hereto shall reasonably cooperate in seeking to find a way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege; provided, further, that Seller and its Affiliates shall not be obligated required to provide such access Buyer or its Representatives with any information related to its offices if Seller determines, in its reasonable judgment, that such Excluded Books and Records can be provided electronically the Sale Process or in another reasonably accessible location. Access to such Representatives and Excluded Books and Records shall be at Purchaser’s expense and shall not unreasonably interfere with Seller’s or its AffiliatesRepresentatives’ evaluation thereof, including projections, financial or any other information related thereto other than projections, financial or other information prepared in the ordinary course of their respective successor companies’ business operations.the FH Business without being primarily prepared for the Sale Process. Without limiting the generality of the foregoing, Information may be requested under this Section 5.9 for audit and accounting purposes and in connection with Actions, as well as for purposes of fulfilling disclosure and reporting obligations. Section 5.10

Post-Closing Access to Information. (a) For a period of five seven (7) years following from the Closing Date, Seller except as prohibited by applicable Law, DuPont and Buyer shall: , subject to compliance by the other with the provisions of Section 5.12 and any Related Agreements, afford to each other and to each other's Representatives reasonable access and duplicating rights (with copying costs to be borne by the requesting party) during normal business hours to all books and records, documents and other information (collectively, "Information") within the knowledge, possession or control of the other party or its Affiliates solely to the extent relating to (a) in the case of requests by Buyer, the DPC Business, Transferred DPC Companies (and their Subsidiaries), DPC Assets, Assumed Liabilities, the Joint Ventures or Transferred Employees and (b) in the case of requests by DuPont, the Excluded Businesses, the Excluded Assets or the Retained Liabilities, insofar in each case as such access is reasonably required by DuPont or Buyer or any of their Subsidiaries or Affiliates for legitimate business reasons and does not violate any applicable Law or any confidentiality obligations applicable to DuPont or Buyer or any of their Subsidiaries or Affiliates, as the case may be (and shall use reasonable efforts to cause persons or firms possessing relevant Information to give similar access) and, to the extent practicable, such Information is identified by the requesting party with reasonable specificity; provided, however, that no party shall be required to disclose any Information if (i) allow Purchaserit believes in good faith that doing so presents a significant risk, upon reasonable prior notice and during normal business hours, through its Representatives, based on an opinion of counsel (which can be inside counsel) of resulting in a loss of the right, at Purchaser’s expense, ability to examine and make copies successfully assert a claim of any Excluded Books and Records which were retained by Seller Privilege or its Affiliates pursuant to this Section 5.03; and (ii) allow Purchaser to interview Seller’s and DuPont or any of its Affiliates’ Representatives for any reasonable business purpose relating to the Business, including in connection with Seller’s pre- Closing employment of the Transferred Employees or Purchaser’s preparation or examination of regulatory and statutory filings and financial statements and the conduct of any litigation relating to the Business (other than any litigation or dispute between Seller or its AffiliatesSubsidiaries, on the one hand, and Purchaser Buyer or any of its AffiliatesSubsidiaries, on the other hand), or the conduct of any regulatory authority, policyholder, reinsurer or are adverse parties in a litigation (other dispute resolution or any other Third Party Claim (whether or not 57 than a litigation with respect to a claim for indemnification under this Agreement) and such Third Party Claim information is the subject of an indemnification claim by a Purchaser Indemnified Person or Seller Indemnified Person), whether pending or threatenedreasonably pertinent thereto; provided, howeverfurther, that, in the case of clause (i) above, the parties hereto shall reasonably cooperate in seeking to find a way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege; provided, further, that Seller DuPont and its Affiliates shall not be obligated required to provide Buyer or its Representatives with any information related to the Sale Process or DuPont's or its Representatives' evaluation thereof, including projections, financial or other information related thereto other than projections, financial or other information prepared in the ordinary course of the DPC Business without being primarily prepared for the Sale Process. Without limiting the generality of the foregoing, Information may be requested under this Section 5.9 for audit and accounting purposes and in connection with Actions, as well as for purposes of fulfilling disclosure and reporting obligations. Notwithstanding anything herein to the contrary, following Closing and for as long as such retention is required in accordance with the DuPont Corporate Records and Information Management Policy, as in effect as of the date hereof, or applicable Law (with the longer durational requirement to govern), Buyer shall, and shall cause the Transferred DPC Companies and their Subsidiaries to, retain all medical and exposure records of Business Employees and, subject to applicable Law, afford DuPont and its Affiliates and Representatives with reasonable access to its offices if Seller determines, in its such medical and exposure records for any reasonable judgment, that such Excluded Books and Records can be provided electronically or in another reasonably accessible location. Access to such Representatives and Excluded Books and Records shall be at Purchaser’s expense and shall not unreasonably interfere with Seller’s or its Affiliates’ or any of their respective successor companies’ business operationspurpose.