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

Post-Closing Access to Information. For a period of seven (7) years from the Closing Date, 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) 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 or (ii) DuPont or any of its Subsidiaries, on the one hand, and Buyer or any of its Subsidiaries, on the other hand, are adverse parties in a litigation (other than a litigation with respect to a claim for indemnification under this Agreement) and such information is reasonably pertinent thereto; provided, further, 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 DuPont and its Affiliates shall not be 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 such medical and exposure records for any reasonable business purpose.

Post-Closing Access to Information. For a period of seven (7) years from the Closing Date, except as prohibited by applicable Law, DuPont APD and Buyer shall, subject to compliance by the other with the provisions of Section 5.12 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 DPC PMD Business, Transferred DPC Companies (and their Subsidiaries)PMD Companies, DPC PMD Assets, Assumed Liabilities, the Joint Ventures Liabilities or Transferred Acquired Employees and (b) in the case of requests by DuPontAPD, the Excluded Businesses, the Excluded Assets or the Retained Liabilities, insofar in each case as such access is reasonably required by DuPont 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 DuPont 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) it believes in good faith that doing so presents a significant risk, based on an a written opinion of counsel (which can may be inside counsel) ), of resulting in a loss of the ability to successfully assert a claim of Privilege or (ii) DuPont APD or any of its Subsidiaries, on the one hand, and Buyer or any of its Subsidiaries, on the other hand, are adverse parties in a litigation (other than a litigation with respect to a claim for indemnification under this Agreement) and such information is reasonably pertinent thereto; provided, further, that, 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 DuPont each party hereto and its respective Affiliates shall not be required to provide Buyer the other party or its Representatives with any information related to the Sale Process or DuPontBuyer’s, APD’s or its their respective Representatives’ evaluation thereof, including projections, financial or other information related thereto other than than, in the case of APD or its Affiliates, projections, financial or other information prepared in the ordinary course of the DPC PMD 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 under applicable Law (with the longer durational requirement to govern)Law, Buyer shall, and shall cause the Transferred DPC PMD Companies and their Subsidiaries to, retain all medical and exposure records of Business Employees and, subject to applicable Law, and afford DuPont APD and its Affiliates and Representatives with reasonable access to such medical and exposure records for any reasonable business purposein each case to the extent permitted under applicable Law.

Post-Closing Access to Information. For a period of seven (7) years from the Closing Date, 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 '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) 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 or (ii) DuPont or any of its Subsidiaries, on the one hand, and Buyer or any of its Subsidiaries, on the other hand, are adverse parties in a litigation (other 57 than a litigation with respect to a claim for indemnification under this Agreement) and such information is reasonably pertinent thereto; provided, further, 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 DuPont and its Affiliates shall not be required to provide Buyer or its Representatives with any information related to the Sale Process or DuPont’s '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 such medical and exposure records for any reasonable business purpose.

Post-Closing Access to Information. For a period of seven five (75) years from the Closing Date, except as prohibited by applicable Law, DuPont TDY and Buyer shall, subject to compliance by the other with the provisions of Section 5.12 5.13 and any Related Agreements, afford to each other and to each other’s '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 Tungsten Materials Business, Transferred DPC Companies (and their Subsidiaries), DPC Tungsten Materials Assets, Assumed Liabilities, the Joint Ventures Liabilities or Transferred Employees and (b) in the case of requests by DuPontTDY, the Excluded Businesses, the Excluded Assets or the Retained Liabilities, insofar in each case as such access is reasonably required by DuPont TDY 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 TDY 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) 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 or (ii) DuPont TDY or any of its SubsidiariesAffiliates, on the one hand, and Buyer or any of its Subsidiaries, on the other hand, are adverse parties in a litigation (other than a litigation with respect to a claim for indemnification under this Agreement) and such information is reasonably pertinent thereto; provided, further, 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 DuPont TDY and its Affiliates shall not be required to provide Buyer or its Representatives with any information related to the Sale Process or DuPont’s TDY'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 Tungsten Materials 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 5.10 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 TDY (or ATI’s) corporate records and Information Management Policyinformation policies, 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, and afford DuPont TDY and its Affiliates and Representatives with reasonable access to such medical and exposure records for any reasonable business purposerecords.

Post-Closing Access to Information. For a period of seven (7) years from the Closing Date, except as prohibited by applicable Law, DuPont SEE and Buyer shall, subject to compliance by the other with the provisions of Section 5.12 5.11 and any Related Agreements, afford to each other and to each other’s Representatives reasonable access and duplicating rights (with copying all costs to be borne by the requesting party) during normal business hours to all books and recordsrecords (including accountants’ work papers), documents documents, and other information (collectively, “Information”) ), employees, and auditors within the knowledge, possession 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 Diversey Business, Transferred DPC Diversey Companies (and their Subsidiaries), DPC Diversey Assets, Assumed Liabilities, the Joint Ventures Liabilities or Transferred Employees and (b) in the case of requests by DuPontSEE, the Excluded Businesses, the Excluded Assets or the Retained Liabilities, insofar in each case as such access is reasonably required by DuPont SEE or Buyer or any of their Subsidiaries or Affiliates for legitimate business reasons that relate to periods prior to the Closing Date (including the preparation of financial statements for pre-Closing periods included in financial statements delivered by Buyer to lenders after the Closing as contemplated by the Debt Commitment Letters and the preparation by Buyer of an initial filing under the Securities Act or periodic reporting under the Exchange Act) and does not violate any applicable Law or any confidentiality obligations applicable to DuPont SEE or Buyer or any of their Subsidiaries or Affiliates, as the case may be (and SEE and Buyer, as applicable, shall use reasonable best efforts to cause persons or firms possessing relevant Information to give provide 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 pursuant to this Agreement if (i) it believes in good faith that doing so presents a significant risk, based on an opinion of counsel (which can may be inside counsel) ), of resulting in a loss of the ability to successfully assert a claim of Privilege or (ii) DuPont SEE or any of its Subsidiaries, on the one hand, and Buyer or any of its Subsidiaries, on the other hand, are adverse parties in a litigation (other than a litigation with respect to a claim for indemnification under this Agreement) and such information is reasonably pertinent thereto; provided, further, that, in the case of clause (i) above, the parties hereto shall reasonably cooperate in seeking to find a way (including by means of a redacted copy) to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege; provided, further, that DuPont SEE and its Affiliates shall not be required to provide Buyer or its Representatives with any Information (including projections and other information related thereto) to the extent related to the Sale Process or DuPontSEE’s or its Representatives’ evaluation thereof, including projections, financial or other information related thereto other than projections, or financial or other information prepared in the ordinary course of the DPC Diversey Business without being primarily and not prepared for the Sale Process. Without limiting the generality of the foregoing, SEE and Buyer shall, subject to compliance by the other with the provisions of Section 5.11 and any Related Agreements, afford to each other and to each other’s Representatives reasonable access and duplicating rights (with all costs to be borne by the requesting party) during normal business hours to all Information may be requested under this Section 5.9 for audit and accounting purposes and in connection with Actionsany Action to which SEE or any of its Affiliates or Buyer or any of its Affiliates is a party, as well as for purposes of fulfilling disclosure and reporting obligations. Notwithstanding anything herein to the contrary, following the 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 by applicable Law (with the longer durational requirement to govern)Law, Buyer shall, and shall cause the Transferred DPC Diversey Companies and their Subsidiaries to, retain all medical and exposure records of Business Employees and, subject to applicable Law, and afford DuPont SEE and its Affiliates and Representatives with reasonable access to such medical and exposure records records. Without limiting the generality of the foregoing, following the Closing and for as long as any matter subject to a Retained Environmental Liability remains outstanding or potentially outstanding, Buyer shall, and shall cause the Transferred Diversey Companies, the Diversey Share Buyers, the Diversey Asset Buyers, and their respective Subsidiaries to afford to SEE and its Representatives access at reasonable business purposetimes to the Transferred Diversey Books and Records and to the officers, employees, and other Representatives, properties, and facilities of Buyer, the Transferred Diversey Companies, the Diversey Share Buyers, the Diversey Asset Buyers, their respective Subsidiaries, and the Diversey Business as SEE may reasonably request in connection with any Retained Environmental Liability.

Post-Closing Access to Information. For a period of seven (7) years from the Closing Date, except as prohibited by applicable Law, DuPont Delta and Buyer Newco shall, subject to compliance by the other with the provisions of Section 5.12 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 the other such party or its Affiliates solely to the extent relating to (a) in the case of requests by BuyerNewco, the DPC DPP Business, Transferred DPC DPP Companies (and their Subsidiaries), DPC DPP Assets, Assumed Liabilities, the Joint Ventures Liabilities or Transferred Employees and (b) in the case of requests by DuPontDelta, the Excluded Businesses, the Excluded Assets or the Retained Liabilities, insofar in each case as such access is reasonably required by DuPont Delta or Buyer Newco or any of their Subsidiaries or Affiliates for legitimate business reasons reasons, including litigation, government investigations, financial and Tax reporting purposes, and does not violate any applicable Law or any confidentiality obligations applicable to DuPont Delta or Buyer Newco or any of their Subsidiaries or Affiliates, as the case may be (and shall use reasonable efforts to cause persons 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) it believes in good faith that doing so presents a significant risk, based on an opinion advice of counsel (which can be inside counselcounsel provided such advice is in writing) of resulting in a loss of the ability to successfully assert a claim of Privilege or (ii) DuPont Delta or any of its Subsidiaries, on the one hand, and Buyer Newco or any of its Subsidiaries, on the other hand, are adverse parties in a litigation (other than a litigation with respect to a claim for indemnification under this Agreement) and such information is reasonably pertinent thereto; provided, further, 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 DuPont Delta and its Affiliates shall not be required to provide Buyer Newco or its Representatives with any information related to the Sale Transaction Process or DuPontDelta’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 DPP Business without being primarily prepared for the Sale Transaction Process. Without limiting the generality of the foregoing, Information may be requested under this Section 5.9 7.9 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 reasonable business purpose.

Post-Closing Access to Information. For a period of seven five (75) years from the Closing Date, except as prohibited by applicable Law, DuPont TDY and Buyer shall, subject to compliance by the other with the provisions of Section 5.12 5.13 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 Tungsten Materials Business, Transferred DPC Companies (and their Subsidiaries), DPC Tungsten Materials Assets, Assumed Liabilities, the Joint Ventures Liabilities or Transferred Employees and (b) in the case of requests by DuPontTDY, the Excluded Businesses, the Excluded Assets or the Retained Liabilities, insofar in each case as such access is reasonably required by DuPont TDY 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 TDY 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) 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 or (ii) DuPont TDY or any of its SubsidiariesAffiliates, on the one hand, and Buyer or any of its Subsidiaries, on the other hand, are adverse parties in a litigation (other than a litigation with respect to a claim for indemnification under this Agreement) and such information is reasonably pertinent thereto; provided, further, 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 DuPont TDY and its Affiliates shall not be required to provide Buyer or its Representatives with any information related to the Sale Process or DuPontTDY’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 Tungsten Materials 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 5.10 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 TDY (or ATI’s) corporate records and Information Management Policyinformation policies, 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, and afford DuPont TDY and its Affiliates and Representatives with reasonable access to such medical and exposure records for any reasonable business purposerecords.