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 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 a period of five seven years following from and after the Closing, Buyer shall provide, and shall cause its Subsidiaries (including after the Closing Datethe Group Companies and their Subsidiaries) to provide, the Sellers’ Representative and each Seller shall: (i) allow Purchaserand their respective Representatives reasonable access, upon reasonable prior notice and during normal business hours, through its Representativesupon reasonable notice, to the right, at Purchaser’s expense, books and records and personnel of each Group Company and the Subsidiaries of each Group Company (and shall permit such Persons to examine and make copies of copy such books and records), and shall furnish information reasonably requested by the Sellers’ Representative or 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 of their Representatives, in each case only to the Business, including extent such access is reasonably requested in connection with Seller’s pre- Closing employment of the Transferred Employees any Tax, accounting 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 legal filing 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 Buyer shall not be obligated to provide such access to its offices if Seller information which Buyer determines, based on the reasonable advice of legal counsel, (i) is required to be kept confidential by applicable Law or Contract, (ii) is subject to an obligation of confidentiality owing to a third-party, or (iii) is subject to an attorney-client or other privilege; provided, further that, in the event information is not provided to the Sellers’ Representative, any Seller or their respective Representatives pursuant to the foregoing clauses (i) – (iii), Buyer shall so inform such Seller and use commercially reasonable efforts to provide a summary of such information that does not violate its reasonable judgmentlegal privilege, that applicable Law or its contractual obligations, as the case may be. For a period of seven (7) years following the Closing, or such Excluded Books longer period as may be required by Law or to the extent the applicable statute of limitations is longer, Buyer shall, and Records can be provided electronically or in another reasonably accessible location. Access to such Representatives shall cause the Group Companies and Excluded Books their Subsidiaries to, maintain all books and Records records of the Group Companies (other than Tax Returns, which shall be at Purchaser’s expense governed by Section 7.4) and shall not unreasonably interfere destroy or dispose of any such books and records without first advising the Sellers’ Representative in writing and giving the Sellers’ Representative a reasonable opportunity to obtain possession thereof, subject to the same limitations set forth in clauses (i) – (iii) above, and provided that such possession is reasonably requested in connection with Seller’s any Tax, account or its Affiliates’ legal filing or any of their respective successor companies’ business operationsrequirement.

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 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 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 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 copies, at Purchaser’s expense, of any Excluded Books and Records which were retained by Seller or its Affiliates pursuant to Section 5.05 or 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- 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’ company’s business operations.

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; providedprovided , howeverhowever , 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 years following After the Closing Date, Buyer and its Affiliates shall, and shall cause the Acquired Company Group to, grant to Seller shall: (i) allow Purchaserand Seller’s Representatives, reasonable access, upon reasonable prior written notice and during normal business hours, through its Representativesto the Books and Records of the Acquired Company Group (and the reasonable assistance of employees responsible for maintaining such Books and Records), and shall afford Seller or Seller’s Representatives the right, at PurchaserSeller’s expense, to examine take extracts therefrom and to make copies thereof, for such purposes as determined by Seller to be reasonably necessary, including, but not limited to, (i) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Action, (ii) preparing reports to equityholders and \\4141-5696-8778 v37 Governmental Authorities, (iii) preparing and delivering any accounting or other statements provided for under this Agreement, preparing Tax Returns, pursuing Tax refunds, or responding to or disputing any Tax audit, or (iv) the determination of any Excluded matter relating to the rights and obligations of Seller or any of its Affiliates under this Agreement or any other Transaction Documents; provided, that access to such books, records, documents and employees shall not interfere with the normal operations of such applicable Acquired Company Group Members or Buyer; and any reasonable out-of-pocket expenses of such applicable Acquired Company Group Members or Buyer incurred in connection therewith shall be paid by Seller. Buyer shall maintain, and shall cause the Acquired Company Group to maintain, such Books and Records which were retained until the seventh (7th) anniversary of the Closing Date, or if any of the Books and Records pertain to any claim or dispute pending on the seventh (7th) anniversary of the Closing Date, Buyer shall maintain any of the Books and Records designated 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 until such claim or Purchaser’s preparation or examination of regulatory and statutory filings and financial statements dispute is finally resolved 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 operationstime for all appeals has been exhausted.

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.