Common use of Post-Closing Access Clause in Contracts

Post-Closing Access. From and after the Closing, the Purchaser shall, and shall cause the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings to, provide the Sellers and their authorized representatives with reasonable access (for the purpose of examining and copying), during normal business hours, to the books and records of the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings in such form as existed as of the Closing (i) in connection with any matter relating to or arising out of this Agreement or the transactions contemplated hereby (for example, in connection with the calculation of amounts under Section 11.08) or with respect to periods or occurrences prior to or on the Closing Date, to the extent and only to the extent needed for regulatory, financial reporting, Tax or audit purposes or in connection with a claim asserted against a Seller by a Person other than the Purchaser, or (ii) in connection with any claim by the Purchaser for indemnification pursuant to Section 9.02(a) or 9.02(b) or any Third Party Claim; provided, that (A) any such access pursuant to this clause (ii) shall be limited to that information that is reasonably related to the subject matter of such claim, (B) access shall not be permitted to information that is subject to a confidentiality obligation existing as of the date hereof in favor of a third party (provided, that, the Purchaser will have used commercially reasonable efforts to obtain a waiver of such restriction) or privilege, (C) such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries, (D) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and the information sought and (E) nothing herein shall require the Company, the Purchaser or any of their respective Affiliates to provide access to or to disclose any information if such access or disclosure would be in violation of applicable Laws; provided further that if the Purchaser or the Representative or any Seller Indemnified Party files a claim or other Action with a court, arbitrator or other judicial body of competent jurisdiction with respect to such claim for indemnification, none of the Purchaser or its Affiliates (including the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings) shall thereafter have any obligation to provide pursuant to this Section 7.01 any access or information with respect to the matter which is the subject of such indemnification claim (or any related matters). Unless otherwise consented to in writing by the Representative, the Purchaser shall not, and shall not permit the Company or any of its Subsidiaries or the Blocker Entity or Trilogy Holdings to, for a period of four (4) years following the Closing Date, destroy, alter or otherwise dispose of any of the material books and records of the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings for any period prior to or on the Closing Date without first giving reasonable prior notice to the Representative and offering to surrender to the Representative (at the Representative’s sole cost and expense) such material books and records or any portion thereof which are intended to be destroyed, altered or disposed of.

Post-Closing Access. From (a) Each of Seller and Buyer shall, and Buyer shall cause the Company to, preserve and keep all books and records and other information relating to the accounting, legal, Tax, regulatory, business and financial affairs of the Company and the Rolling Mill Business for a period of seven (7) years after the Closing Date (or, in the case of information relating to Taxes, until the expiration of any applicable statute of limitations), or for a longer period if (i) required by Law (including any statute of limitations and applicable extensions thereof) or any Governmental Authority or (ii) reasonably necessary with respect to the prosecution or defense of any audit or other legal or regulatory action that is then pending or threatened so long as the requesting Party has notified the other Party with prior written notice of the need to retain such books, records or information. (b) Following the Closing, the Purchaser for so long as such information is retained by Buyer in accordance with Section 5.8(a), Buyer shall, and shall cause the Company Company, to permit Seller and its Subsidiariesauthorized Representatives, the Blocker Entity at Seller’s sole cost and Trilogy Holdings toexpense, provide the Sellers and their authorized representatives with to have reasonable access (for the purpose of examining and copying), duplication rights during normal business hours, upon reasonable prior written notice to Buyer to the books and records of information described in Section 5.8(a) to the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings extent that such access may be reasonably required in such form as existed as of the Closing connection with (i) in connection with the preparation of any matter relating to or arising out of this Agreement or the transactions contemplated hereby (for exampleTax Return, in connection with the calculation of amounts under Section 11.08) accounting records or with respect to periods any Tax Claim or occurrences prior to or on the Closing Datesimilar proceedings, to the extent and only to the extent needed for regulatory, financial reporting, Tax or audit purposes or in connection with a claim asserted against a Seller by a Person other than the Purchaser, or (ii) in connection with any claim Action relating to Seller, the Company or the Rolling Mill Business, (iii) any Governmental Filing or matter (including investigations by the Purchaser for indemnification pursuant to Section 9.02(aGovernmental Authorities) or 9.02(b(iv) any other valid legal or any Third Party Claim; providedbusiness purpose. Notwithstanding the foregoing, that Seller shall have no right of access to, and Buyer shall have no obligation to provide, (A) any such access pursuant information if doing so would reasonably be expected to this clause (ii1) shall be limited violate any Contract or Law to that information that which Buyer or any of its Affiliates (including the Company) is reasonably related to the subject matter of such claima party or is subject, (B2) access shall not be permitted result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges), (3) result in the disclosure of any competitively sensitive information that is subject of Buyer or of any of its Affiliates (including the Company), or (4) breach a confidentiality or other obligation to a confidentiality obligation existing as of the date hereof in favor of a third party Third Party (provided, that, the Purchaser will have used provided that Buyer shall use commercially reasonable efforts to obtain a waiver the consent of any Third Party with regards to such restrictiondisclosure), or (B) any consolidated, combined, affiliated or privilege, (C) such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries, (D) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and the information sought and (E) nothing herein shall require the Company, the Purchaser unitary Tax Return which includes Buyer or any of their respective Affiliates to provide access to or to disclose any information if such access or disclosure would be in violation of applicable Laws; provided further that if the Purchaser or the Representative or any Seller Indemnified Party files a claim or other Action with a court, arbitrator or other judicial body of competent jurisdiction with respect to such claim for indemnification, none of the Purchaser or its Affiliates (including the Company Company) or any Tax-related work papers. (c) Following the Closing, for so long as such information is retained by Seller in accordance with Section 5.8(a), Seller shall permit Buyer and its Subsidiariesauthorized Representatives, the Blocker Entity and Trilogy Holdings) shall thereafter have any obligation to provide pursuant to this Section 7.01 any access or information with respect to the matter which is the subject of such indemnification claim (or any related matters). Unless otherwise consented to in writing by the Representative, the Purchaser shall not, and shall not permit the Company or any of its Subsidiaries or the Blocker Entity or Trilogy Holdings to, for a period of four (4) years following the Closing Date, destroy, alter or otherwise dispose of any of the material books and records of the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings for any period prior to or on the Closing Date without first giving reasonable prior notice to the Representative and offering to surrender to the Representative (at the RepresentativeBuyer’s sole cost and expense, to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Seller, to the information described in Section 5.8(a) to the extent that such material books and access may be reasonably required in connection with (i) the preparation of any Tax Return, accounting records or with any portion thereof Tax Claim or similar proceedings, (ii) any Action relating to the Company or the Rolling Mill Business, (iii) any Governmental Filing or matter (including investigations by Governmental Authorities) or (iv) any other valid legal or business purpose. Notwithstanding the foregoing, Buyer shall have no right of access to, and Seller shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which are intended to be destroyed, altered Seller or disposed of.any of its Affiliates is a party or is subject,

Post-Closing Access. From (a) Each of Seller and Buyer shall, and Seller shall cause its Affiliates (other than the Transferred Subsidiaries) to, and Buyer shall cause its Affiliates to, preserve and keep all books and records and all information relating to the accounting, legal, Tax, regulatory, business and financial affairs that are retained by Seller or any Affiliates or are obtained by Buyer or any Affiliates, as the case may be, which information relates to the Devices & Services Business, for not less than six (6) years after the Closing Date, or for any longer period as may be (i) required by Law (including any statute of limitations and applicable extensions thereof) or any Governmental Authority or (ii) reasonably necessary with respect to the prosecution or defense of any audit or Action that is then pending or threatened and with respect to which the requesting party has notified the other parties as to the need to retain such books, records or information. Each of Seller and Buyer shall provide the other with written notice sixty (60) Business Days prior to transferring, destroying, or discarding the last copy of any records, books, work papers, reports, correspondence and other similar materials and the other parties shall have the right, at its expense, to copy or take any such materials, provided, however, that such other party provides written notice stating its intent to copy or take such materials no later than thirty (30) Business Days after having received notice that such materials are to be transferred, destroyed, or discarded. (b) Following the Closing, the Purchaser shallfor so long as such information is retained by Buyer in accordance with Section 5.6(a), and shall cause the Company Buyer and its Subsidiaries, the Blocker Entity Affiliates shall provide Seller and Trilogy Holdings to, provide the Sellers its Affiliates and its and their authorized representatives with reasonable access (for the purpose of examining and copying), Representatives copies at Seller’s sole expense during normal business hours, to the books and records of the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings in such form as existed as of the Closing (i) in connection with any matter relating to or arising out of this Agreement or the transactions contemplated hereby (for example, in connection with the calculation of amounts under Section 11.08) or with respect to periods or occurrences prior to or on the Closing Date, to the extent and only to the extent needed for regulatory, financial reporting, Tax or audit purposes or in connection with a claim asserted against a Seller by a Person other than the Purchaser, or (ii) in connection with any claim by the Purchaser for indemnification pursuant to Section 9.02(a) or 9.02(b) or any Third Party Claim; provided, that (A) any such access pursuant to this clause (ii) shall be limited to that information that is reasonably related to the subject matter of such claim, (B) access shall not be permitted to information that is subject to a confidentiality obligation existing as of the date hereof in favor of a third party (provided, that, the Purchaser will have used commercially reasonable efforts to obtain a waiver of such restriction) or privilege, (C) such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries, (D) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and the information sought and (E) nothing herein shall require the Company, the Purchaser or any of their respective Affiliates to provide access to or to disclose any information if such access or disclosure would be in violation of applicable Laws; provided further that if the Purchaser or the Representative or any Seller Indemnified Party files a claim or other Action with a court, arbitrator or other judicial body of competent jurisdiction with respect to such claim for indemnification, none of the Purchaser or its Affiliates (including the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings) shall thereafter have any obligation to provide pursuant to this Section 7.01 any access or information with respect to the matter which is the subject of such indemnification claim (or any related matters). Unless otherwise consented to in writing by the Representative, the Purchaser shall not, and shall not permit the Company or any of its Subsidiaries or the Blocker Entity or Trilogy Holdings to, for a period of four (4) years following the Closing Date, destroy, alter or otherwise dispose of any of the material books and records of the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings for any period prior to or on the Closing Date without first giving upon reasonable prior notice to the Representative and offering to surrender Buyer, to the Representative information described in Section 5.6(a) to the extent that such copies may be reasonably required in connection with (i) the preparation of any Tax Return, accounting records or with any audits or similar proceedings, (ii) any Action relating to the Purchased Assets, Assumed Liabilities or any of the Transferred Subsidiaries or the Devices & Services Business, (iii) any Governmental Filing, (iv) the prosecution or defense of any audit or Action that is then pending or threatened, (v) compliance with this Agreement or (vi) compliance with applicable Law. (c) Following the Closing, for so long as such information is retained by Seller or its Affiliates in accordance with Section 5.6(a), Seller shall provide Buyer and its authorized Representatives copies at the RepresentativeBuyer’s sole cost and expenseexpense during normal business hours, upon reasonable prior notice to Seller, to the information described in Section 5.6(a) to the extent that such material books and copies may be reasonably required in connection with (i) the preparation of any Tax Return, accounting records or with any portion thereof which are intended audits or similar proceedings,(ii) any Action relating to be destroyedthe Purchased Assets, altered Assumed Liabilities, the Transferred Subsidiaries or disposed ofthe Devices & Services Business, (iii) any Governmental Filing, (iv) the prosecution or defense of any audit or Action that is then pending or threatened (v) compliance with this Agreement or (v) compliance with applicable Law.

Post-Closing Access. From and after (a) Without limiting the obligations set forth in Section 8.1, following the Closing, each party hereto agrees that it will cooperate with and make available to the Purchaser other party, during normal business hours and upon reasonable notice, (i) all books, records and other documents related to the Business or the Longhorn Entities, (ii) information related to the Business or the Longhorn Entities and (iii) Longhorn Employees (without substantial disruption of employment), in each case retained by such party and remaining in existence after the Closing which are necessary or useful in connection with any audit, investigation or dispute, any litigation or investigation or any other matter requiring any such books and records and other documents, information or employees for any reasonable business purpose. The party requesting any such books and records and other documents, information or employees shall bear all of the out-of-pocket costs and expenses reasonably incurred in connection with providing such books and records and other documents, information or employees or the Longhorn Entities. All information received pursuant to this Section 9.2 shall be kept confidential by the party obtaining such information, subject to any disclosure that is required to be made by such party in order to comply with applicable Legal Requirements or the rules or regulations of any securities exchange upon which its securities are traded. Seller also agrees that it will take appropriate measures to ensure that following the Closing its employees no longer have access to Books and Records or to any books and records, and information or documents related to the Business or the Longhorn Entities that are retained by Seller, except to the extent such books, records, documents or information also reasonably relate to the business of Seller and to the extent such access is necessary to perform Seller’s obligations under this Agreement. (b) Seller shall, and shall use its commercially reasonable efforts to cause the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings Representatives to, provide the Sellers customary representations to auditors and their authorized representatives with reasonable access (for the purpose of examining any additional financial information and copying), during normal business hours, to the books and records of the Company and assistance in connection therewith as may be reasonably requested by Buyer or its Subsidiaries, the Blocker Entity and Trilogy Holdings in such form as existed as of the Closing (i) Affiliates in connection with any matter relating to or arising out of this Agreement or the transactions contemplated hereby (for example, in connection filing with the calculation Securities and Exchange Commission undertaken by Buyer or its Affiliates that includes financial statements of amounts under Section 11.08) or the Business. Seller shall use its commercially reasonable efforts to cause its Representatives to assist and cooperate in good faith with respect to periods or occurrences prior to or Buyer and its Affiliates in preparing audited financial statements of the Business for the stub period ending on the Closing Date, including, if applicable, providing (a) reasonable access to the auditors, auditor workpapers (to the extent permitted by the auditors preparing same), employees, books and only records, and any financial data reasonably requested by Buyer relating to the extent needed for regulatoryBusiness, financial reporting, Tax or audit purposes or in connection with a claim asserted against a Seller and (b) customary representation letters to auditors. Seller's reasonable out of pocket expenses (including auditors fees that are pre-approved by a Person other than the Purchaser, or (iiBuyer) in connection complying with any claim by the Purchaser for indemnification pursuant to this Section 9.02(a) or 9.02(b) or any Third Party Claim; provided, that (A) any such access pursuant to this clause (ii9.2(b) shall be limited to that information that is reasonably related to the subject matter reimbursed by Buyer promptly following receipt of such claim, (B) access shall not be permitted to information that is subject to a confidentiality obligation existing as of the date hereof in favor of a third party (provided, that, the Purchaser will have used commercially reasonable efforts to obtain a waiver of such restriction) or privilege, (C) such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries, (D) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and the information sought and (E) nothing herein shall require the Company, the Purchaser or any of their respective Affiliates to provide access to or to disclose any information if such access or disclosure would be in violation of applicable Laws; provided further that if the Purchaser or the Representative or any Seller Indemnified Party files a claim or other Action with a court, arbitrator or other judicial body of competent jurisdiction with respect to such claim for indemnification, none of the Purchaser or its Affiliates (including the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings) shall thereafter have any obligation to provide pursuant to this Section 7.01 any access or information with respect to the matter which is the subject of such indemnification claim (or any related matters). Unless otherwise consented to in writing by the Representative, the Purchaser shall not, and shall not permit the Company or any of its Subsidiaries or the Blocker Entity or Trilogy Holdings to, for a period of four (4) years following the Closing Date, destroy, alter or otherwise dispose of any of the material books and records of the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings for any period prior to or on the Closing Date without first giving reasonable prior notice to the Representative and offering to surrender to the Representative (at the Representative’s sole cost and expense) such material books and records or any portion thereof which are intended to be destroyed, altered or disposed ofan invoice therefor.

Post-Closing Access. (a) From and after the Closing until the first anniversary of the Closing, the Purchaser shall(i) upon reasonable notice, Geron shall afford BioTime’s and shall cause the Company BAC’s officers and its Subsidiaries, the Blocker Entity and Trilogy Holdings to, provide the Sellers and their other authorized representatives with reasonable access (for the purpose of examining and copying)access, during normal business hours, to the Geron’s books and records of the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings in such form as existed as of the Closing (ior portions thereof) in connection with any matter relating to or arising out of this Agreement or the transactions contemplated hereby (for example, in connection with the calculation of amounts under Section 11.08) or with respect to periods or occurrences prior to or on the Closing Date, pertaining solely to the extent Contributed Geron Assets and only to the extent needed for regulatory, financial reporting, Tax or audit purposes or in connection with a claim asserted against a Seller by a Person other than the Purchaser, or Geron Assumed Liabilities (ii) in connection with any claim by the Purchaser for indemnification pursuant to Section 9.02(a) or 9.02(b) or any Third Party Claim; provided, provided that (A) any such access pursuant to this clause (ii) shall be limited to that information that is reasonably related to the subject matter of such claim, (B) access shall not be permitted to information that is subject to a confidentiality obligation existing as of the date hereof in favor of a third party (provided, that, the Purchaser will have used commercially reasonable efforts to obtain a waiver of such restriction) or privilege, (C) such access does not unreasonably interfere with the normal ongoing business or operations of Geron) and (ii) Geron shall furnish to BioTime and BAC such readily available information concerning the Company Contributed Geron Assets and its Subsidiariesthe Geron Assumed Liabilities as BioTime or BAC may reasonably request, (D) such access in each case, for the purpose of enabling BioTime and BAC to comply with Legal Requirements with respect to Taxes; provided, however, that Geron shall occur in such a manner as the Company reasonably determines not be required pursuant to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and the information sought and (E) nothing herein shall require the Companyto permit any inspection or other access, the Purchaser or any of their respective Affiliates to provide access to or to disclose any information if such access or information, that in the reasonable judgment of Geron could (A) result in the disclosure would be in violation of applicable Laws; provided further that if any trade secrets, (B) jeopardize protections afforded Geron under the Purchaser attorney-client privilege or the Representative attorney work product doctrine, (C) violate or breach, or result in a violation or breach of, any Legal Requirement, Order or any Seller Indemnified Party files a claim Contract, or other Action (D) interfere in any material respect with a court, arbitrator or other judicial body of competent jurisdiction with respect to such claim for indemnification, none the conduct of the Purchaser or its Affiliates (including business of Geron; provided, however, that in the Company and its Subsidiariescase of information as to which Geron is bound by a contractual obligation of non-disclosure, Geron shall use commercially reasonable efforts to obtain permission to disclose the Blocker Entity and Trilogy Holdings) shall thereafter have any obligation information to provide pursuant BioTime, provided that BioTime agrees to this Section 7.01 any access or information with respect enter into a confidentiality agreement acceptable to the matter which is applicable third party. (b) Notwithstanding the subject of such indemnification claim (or any related matters). Unless otherwise consented to in writing by the Representativeforegoing, the Purchaser shall not, and Geron shall not permit the Company be required to (i) take any action that would or could reasonably be expected to subject it or any of its Subsidiaries directors or the Blocker Entity officers to actual or Trilogy Holdings topotential Liability, for a period of four or (4ii) years following the Closing Date, destroy, alter bear any cost or otherwise dispose of any of the material books and records of the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings for any period prior to or on the Closing Date without first giving reasonable prior notice expense relating to the Representative matters contemplated by this Section 7.1. BioTime shall, promptly upon request by Geron, reimburse Geron for all costs, including all fees and offering to surrender to expenses of counsel and other advisors, incurred by Geron in connection with the Representative (at the Representative’s sole cost and expense) such material books and records or any portion thereof which are intended to be destroyed, altered or disposed ofmatters contemplated by this Section 7.1.

Post-Closing Access. From and after the Closing, the Purchaser shall, and shall cause the Company (a) Seller and its SubsidiariesAffiliates shall have the right, the Blocker Entity subject to compliance with all applicable Laws (including privacy Laws), to retain copies of all books, data, files, information, records, documents, correspondence and Trilogy Holdings toother materials in any media (including, provide the Sellers and their authorized representatives with reasonable access (for the purpose avoidance of examining doubt, Tax Returns and copying), during normal business hours, other information and documents relating to the books and records tax matters) of the Company and its each of the Transferred Subsidiaries (i) relating to information (including employment, medical and immigration records) regarding the Company Employees or relating to the Tax Returns of, or that include, the Company or the Transferred Subsidiaries, (ii) as required by any legal or regulatory authority, including any applicable Law or regulatory request or (iii) as may be necessary for Seller and its Affiliates to perform their respective obligations pursuant to this Agreement, the Blocker Entity Transition Services Agreement or any other agreement between Seller and Trilogy Holdings its Affiliates, on the one hand, and the Company or either of the Transferred Subsidiaries, on the other hand, that will remain in effect after the Closing. (b) After the Closing, Purchaser shall allow (or shall cause its Affiliates to allow) Seller and its Affiliates, upon reasonable prior notice and during regular business hours and subject to compliance with all applicable Laws (including privacy Laws), the right, at Seller’s expense, to examine and make copies of any books, data, files, information, records, documents, correspondence and other materials of the Company or the Transferred Subsidiaries for any reasonable, non-competitive business purpose, including the preparation or examination of Tax Returns, regulatory filings and financial statements, the conduct of any litigation or the conduct of any regulatory, contractholder, participant or other dispute resolution (whether pending or threatened) and the enforcement or discharge of its indemnification rights or obligations under this Agreement; provided that the auditors and independent accountants of Purchaser or any of its Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has entered into reasonable and customary access and confidentiality agreements in form as existed and substance acceptable to such auditors or accountants. In the event that disclosing information would violate any obligation of Purchaser or any of its Affiliates with respect to confidentiality, the parties shall reasonably cooperate so the information might be made available in a redacted format, or, if such redaction would result in pertinent information being omitted, Purchaser shall make such information available if Seller delivers confidentiality undertakings reasonably satisfactory to Purchaser. (c) After the Closing, Seller shall allow (or shall cause its Affiliates to allow) Purchaser and its Affiliates, upon reasonable prior notice and during regular business hours and subject to compliance with all applicable Laws (including privacy Laws), the right, at Purchaser’s expense, to examine and make copies of any books, data, files, information, records, documents, correspondence and other materials of Seller or its Affiliates relating to the Company or the Transferred Subsidiaries for any reasonable non-competitive business purpose, including the preparation or examination of Tax Returns, regulatory filings and financial statements, the conduct of any litigation or the conduct of any regulatory, contractholder, participant or other dispute resolution (whether pending or threatened) and the enforcement or discharge of its indemnification rights or obligations under this Agreement; provided that the auditors and independent accountants of Seller or any of its Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has entered into reasonable and customary access and confidentiality agreements in form and substance acceptable to such auditors or accountants. In the event that disclosing information would violate any obligation of Seller or any of its Affiliates with respect to confidentiality, the parties shall reasonably cooperate so the information might be made available in a redacted format, or, if such redaction would result in pertinent information being omitted, Seller shall make such information available if Purchaser delivers confidentiality undertakings reasonably satisfactory to Seller. (d) Purchaser agrees that, with respect to all original books, data, files, information, records, documents, correspondence and other materials of the Company and each of the Transferred Subsidiaries existing as of the Closing (i) in connection with any matter relating to or arising out of this Agreement or the transactions contemplated hereby (for example, in connection with the calculation of amounts under Section 11.08) or with respect to periods or occurrences prior to or on the Closing Date, to the extent it will (and only to the extent needed for regulatory, financial reporting, Tax or audit purposes or in connection with a claim asserted against a Seller by a Person other than the Purchaser, or (ii) in connection with any claim by the Purchaser for indemnification pursuant to Section 9.02(a) or 9.02(b) or any Third Party Claim; provided, that (A) any such access pursuant to this clause (ii) shall be limited to that information that is reasonably related to the subject matter of such claim, (B) access shall not be permitted to information that is subject to a confidentiality obligation existing as of the date hereof in favor of a third party (provided, that, the Purchaser will have used commercially reasonable efforts to obtain a waiver of such restriction) or privilege, (C) such access does not unreasonably interfere with the normal operations cause each of the Company and its Subsidiariesthe Transferred Subsidiaries and any other Affiliates of Purchaser to) (i) comply in all material respects with all applicable Laws relating to the preservation and retention of records, (Dii) such access shall occur in such a manner as the Company reasonably determines apply preservation and retention policies that are no less stringent than those generally applied by Purchaser from time to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and the information sought and (E) nothing herein shall require the Company, the Purchaser or any of their respective Affiliates to provide access to or to disclose any information if such access or disclosure would be in violation of applicable Laws; provided further that if the Purchaser or the Representative or any Seller Indemnified Party files a claim or other Action with a court, arbitrator or other judicial body of competent jurisdiction time with respect to its other businesses and that are customary for similar businesses and (iii) maintain such claim books, data, files, information and other records for indemnification, none examination and copying by Seller (such copying to be at the expense of the Purchaser or its Affiliates Seller) for six (including the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings) shall thereafter have any obligation to provide pursuant to this Section 7.01 any access or information with respect to the matter which is the subject of such indemnification claim (or any related matters). Unless otherwise consented to in writing by the Representative, the Purchaser shall not, and shall not permit the Company or any of its Subsidiaries or the Blocker Entity or Trilogy Holdings to, for a period of four (46) years following the Closing Date(or for a longer period if required by applicable Law); provided that after such six-year (or other) period, destroy, alter Purchaser shall use its reasonable best efforts to provide Seller with at least ninety (90) days’ written notice prior to destroying or otherwise dispose disposing of any such books, data, files, information and other records, at which time and at the option and expense of the material books Seller, Purchaser shall deliver such books, data, files, information, records, documents, correspondence and records other materials to Seller. (e) Seller agrees that, with respect to all original books, data, files, information, records, documents, correspondence and other materials of Seller and its Affiliates (other than the Company and the Transferred Subsidiaries) relating to the Company and any Transferred Subsidiary existing as of the Closing Date, it will (and will cause each of its SubsidiariesAffiliates to) (i) comply in all material respects with all applicable Laws relating to the preservation and retention of records, (ii) apply preservation and retention policies that are no less stringent than those generally applied by Seller from time to time with respect to its other businesses and that are customary for similar businesses and (iii) make such books, data, files, information and other records available for examination and copying by Purchaser (such copying to be at the Blocker Entity expense of Purchaser) for the periods required by the preservation and Trilogy Holdings retention policies described in clause (ii) (or for any a longer period if required by applicable Law); provided that after such retention period, Seller shall use its reasonable best efforts to provide Purchaser with at least ninety (90) days’ written notice prior to destroying or on the Closing Date without first giving reasonable prior notice to the Representative disposing of any such books, data, files, information and offering to surrender to the Representative (other records, at which time and at the Representative’s sole cost option and expense) expense of Purchaser, Seller shall deliver such material books books, data, files, information, records, documents, correspondence and records or any portion thereof which are intended other materials to be destroyed, altered or disposed ofPurchaser.

Post-Closing Access. (a) Following the Closing, each of Parent and Buyer shall, and shall cause their Affiliates to, preserve and keep all Books, Records and Files and all information relating to the accounting, legal, tax, regulatory, business and financial affairs that are retained by Parent or any of its Affiliates or are obtained by Buyer or any of its Affiliates, as the case may be, which information relates to the Business or any Transferred Subsidiary for any pre-Closing period, for not less than six (6) years after the Closing Date, or for any longer period as may be (i) required by Law (including any statute of limitations and applicable extensions thereof) or any Governmental Authority or (ii) reasonably necessary with respect to the prosecution or defense of any audit or Action that is then pending or threatened and with respect to which the requesting party has notified the other parties as to the need to retain such Books, Records and Files or information. Each of Parent and Buyer shall provide the other with written notice at least sixty (60) days prior to it or its Affiliates transferring, destroying or discarding the last copy of any records, books, work papers, reports, correspondence and other similar materials and the other parties shall have the right, at its expense, to copy or take any such materials. (b) From and after the Closing, the Purchaser shallfor so long as such information is retained pursuant to Section 5.16(a), and shall cause the Company Buyer and its Subsidiaries, the Blocker Entity Affiliates shall provide Parent and Trilogy Holdings to, provide the Sellers its Affiliates and its and their authorized representatives with reasonable access (for the purpose of examining and copying)Representatives copies, at Parent’s sole expense, during normal business hours, upon reasonable prior notice to Buyer, to the books and records of information described in Section 5.16(a) to the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings extent that such copies may be reasonably required in such form as existed as of the Closing connection with (i) in connection with the preparation of any matter Tax Return, financial statements, accounting records, audits or SEC obligations, (ii) any Action pending or threatened relating to or arising out of this Agreement or the transactions contemplated hereby Purchased Assets (for example, in connection with the calculation of amounts under Section 11.08) or other than with respect to periods Actions or occurrences prior claims relating to or on the Closing Date, to the extent and only to the extent needed for regulatory, financial reporting, Tax or audit purposes or in connection with a claim asserted against a Seller by a Person other than the Purchaser, or (ii) in connection with any claim by the Purchaser for indemnification pursuant to Section 9.02(a) or 9.02(b) or any Third Party Claim; provided, that (A) any such access pursuant to this clause (ii) shall be limited to that information that is reasonably related to the subject matter of such claim, (B) access shall not be permitted to information that is subject to a confidentiality obligation existing as of the date hereof in favor of a third party (provided, that, the Purchaser will have used commercially reasonable efforts to obtain a waiver of such restriction) or privilege, (C) such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries, (D) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and the information sought and (E) nothing herein shall require the Companyor any Ancillary Document), Assumed Liabilities, the Purchaser Transferred Subsidiaries or the Business, or (iii) compliance with applicable Law or Governmental Orders, in each case except to the extent such access would unreasonably interfere with or disrupt any of their respective Affiliates to provide access to the businesses or to disclose any information if such access or disclosure would be in violation operations of applicable Laws; provided further that if the Purchaser or the Representative or any Seller Indemnified Party files a claim or other Action with a court, arbitrator or other judicial body of competent jurisdiction with respect to such claim for indemnification, none of the Purchaser Buyer or its Affiliates or to the extent necessary to (x) ensure compliance with any applicable Law, (y) preserve any applicable privilege (including the Company attorney-client privilege) or (z) comply with any contractual confidentiality obligations. (c) From and after the Closing, for so long as such information is retained pursuant to Section 5.16(a), Parent and its Subsidiaries, the Blocker Entity and Trilogy Holdings) Affiliates shall thereafter have any obligation to provide pursuant to this Section 7.01 any access or information with respect to the matter which is the subject of such indemnification claim (or any related matters). Unless otherwise consented to in writing by the Representative, the Purchaser shall not, and shall not permit the Company or any of its Subsidiaries or the Blocker Entity or Trilogy Holdings to, for a period of four (4) years following the Closing Date, destroy, alter or otherwise dispose of any of the material books and records of the Company Buyer and its SubsidiariesAffiliates and its and their authorized Representatives copies, the Blocker Entity and Trilogy Holdings for any period prior to or on the Closing Date without first giving at Buyer’s sole expense, during normal business hours, upon reasonable prior notice to the Representative and offering to surrender Parent, to the Representative information described in Section 5.16(a) to the extent that such copies may be reasonably required in connection with (at i) the Representative’s sole cost and expensepreparation of any Tax Return, financial statements, accounting records, audits or SEC obligations, (ii) such material books and records any Action pending or threatened relating to the Purchased Assets (other than with respect to Actions or claims relating to the transactions contemplated by this Agreement or any portion thereof which are intended Ancillary Document), Assumed Liabilities, the Transferred Subsidiaries or the Business, or (iii) compliance with applicable Law or Governmental Orders, in each case to be destroyedthe extent such access would unreasonably interfere with or disrupt any of the businesses or operations of Parent or its Affiliates or except to the extent necessary to (x) ensure compliance with any applicable Law, altered (y) preserve any applicable privilege (including the attorney-client privilege) or disposed of(z) comply with any contractual confidentiality obligations.

Post-Closing Access. From and after the Closing, the Purchaser (a) Buyer shall, and shall cause the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings to, provide the Sellers and their authorized representatives with reasonable access (for the purpose of examining and copying), during normal business hours, to the books and records of the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings in such form as existed as of the Closing (i) in connection with any matter relating to or arising out of this Agreement or the transactions contemplated hereby (for example, in connection with the calculation of amounts under Section 11.08) or with respect to periods or occurrences prior to or on the Closing Date, to the extent and only to the extent needed for regulatory, financial reporting, Tax or audit purposes or in connection with a claim asserted against a Seller by a Person other than the Purchaser, or (ii) in connection with any claim by the Purchaser for indemnification pursuant to Section 9.02(a) or 9.02(b) or any Third Party Claim; provided, that (A) any such access pursuant to this clause (ii) shall be limited to that information that is reasonably related to the subject matter of such claim, (B) access shall not be permitted to information that is subject to a confidentiality obligation existing as of the date hereof in favor of a third party (provided, that, the Purchaser will have used commercially reasonable efforts to obtain a waiver of such restriction) or privilege, (C) such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries, (D) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and the information sought and (E) nothing herein shall require the Company, the Purchaser or any of their respective Affiliates to provide access to or to disclose any information if such access or disclosure would be in violation of applicable Laws; provided further that if the Purchaser or the Representative or any Seller Indemnified Party files a claim or other Action with a court, arbitrator or other judicial body of competent jurisdiction with respect to such claim for indemnification, none of the Purchaser or its Affiliates (including the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings) shall thereafter have any obligation to provide pursuant to this Section 7.01 any access or information with respect to the matter which is the subject of such indemnification claim (or any related matters). Unless otherwise consented to in writing by the Representative, the Purchaser shall not, and shall not permit the Company or any of its Subsidiaries or the Blocker Entity or Trilogy Holdings to, for a period of four seven (47) years following the Closing Date, destroy, alter or otherwise dispose of any retain all business records constituting part of the material Acquired Assets, and during normal business hours shall provide Seller and its designees and representatives with such access to the books and records of Seller included among the Company Acquired Assets as may be reasonably requested by Seller for the limited purpose of concluding Seller’s involvement in the Business conducted by Seller prior to the Closing and for complying with Seller’s obligations under applicable Tax, employment and other Laws. Seller and its Subsidiariesdesignees shall be entitled, at Seller’s expense, to make extracts and copies of such books and records. Seller shall, for a period of seven (7) years following the Blocker Entity Closing Date, retain all business records retained by Seller pursuant to this Agreement, and Trilogy Holdings during normal business hours shall provide Buyer and its designees and representatives with such access to the books and records of Seller so retained as may be reasonably requested by Buyer for the limited purpose of conducting the Business conducted by Buyer following the Closing and for complying with Buyer’s obligations under applicable Tax, employment and other Laws. Buyer and its designees shall be entitled, at Buyer’s expense, to make extracts and copies of such books and records. Each party hereto agrees that it shall not, during such period, destroy or cause or permit to be destroyed any period of such material books or records without first obtaining the consent of the other party hereto (or providing to such other party notice of such intent and a reasonable opportunity to copy such books or records at least thirty (30) days prior to or on such destruction). Notwithstanding the Closing Date without first giving reasonable prior notice foregoing, this Section 7.2.3(a) shall not require either party to permit the Representative and offering other party access to surrender to the Representative (at the Representative’s sole cost and expense) such material books and records or permit the other party to make copies and extracts of books and records to the extent doing so would be reasonably likely to result in a waiver of privilege, but such party shall use its commercially reasonable efforts to permit the other party such access and permit the other party to make such copies and extracts in a manner that would not waive privilege. (b) After the Closing, each party will make available to the other party their employees whom the other party may reasonably need in order to defend or prosecute any portion thereof legal or administrative action to which Seller or Buyer are intended a party and which relates to the conduct of the Business. The requesting party will pay or reimburse the other party for all reasonable expenses which may be destroyedincurred by such employees in connection therewith, altered including all travel, lodging, and meal expenses, but shall not be responsible for reimbursing such party or disposed ofits officers, directors, employees and agents, for their time spent in such cooperation.

Post-Closing Access. From and after the Closing, the (a) Purchaser agrees that it shall, and shall cause its Affiliates to, preserve and keep the Company books of accounts and its Subsidiariesfinancial and other Records held by it relating to the Business (including accountants’ work papers) for a period of seven (7) years from the Closing Date; provided that no later than ninety (90) days prior to the expiration of such seven (7) year period, the Blocker Entity Seller may provide written notice to Purchaser of its intent to take ownership and Trilogy Holdings topossession of such Records (at the Seller’s sole expense) within sixty (60) days after the expiration of such period, provide in which event Purchaser shall not dispose of such Records. If the Sellers Seller does not take ownership and their authorized representatives possession of such Records within such sixty (60)-day period, Purchaser may proceed with reasonable access the disposition of such Records. (b) After the Closing, for a period of seven (7) years or any longer period required by applicable Law, the purpose of examining Seller and copying)Purchaser shall make, during normal business hoursor cause to be made, all Records and other information and all employees and auditors, in each case, only to the books extent relating to the Business (including by making them available for interviews, review of files or pleadings, preparation and records provision of witness statements, depositions, interrogatories, testimony, investigation and preparation in connection with any negotiations, legal or arbitration Action) available to the other, at such times and places as may be reasonably required by such party upon reasonable advance notice, and at the sole expense of the Company and its Subsidiariesrequesting party, the Blocker Entity and Trilogy Holdings in such form as existed as of the Closing (i) in connection with any matter relating to audit or arising out of this Agreement investigation of, insurance claims by, Actions or the transactions contemplated hereby (for example, in connection with the calculation of amounts under Section 11.08) or with respect to periods or occurrences prior to or on the Closing Date, to the extent and only to the extent needed for regulatory, financial reporting, Tax or audit purposes or in connection with a claim asserted against a Seller by a Person other than the Purchaserdisputes involving, or (ii) in connection with any claim by the Purchaser for indemnification pursuant to Section 9.02(a) or 9.02(b) or any Third Party Claim; provided, that (A) any such access pursuant to this clause (ii) shall be limited to that information that is reasonably related to the subject matter of such claim, (B) access shall not be permitted to information that is subject to a confidentiality obligation existing as of the date hereof in favor of a third party (provided, thatgovernmental investigations of, the Purchaser will have used commercially reasonable efforts to obtain a waiver of such restriction) Seller or privilege, (C) such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries, (D) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and the information sought and (E) nothing herein shall require the Company, the Purchaser or any of their respective Affiliates Affiliates, (ii) in order to enable the Seller or Purchaser to comply with its obligations under this Agreement, any of the other Transaction Documents and each other agreement, document or instrument contemplated hereby or thereby or (iii) for any other reasonable business purpose relating to the Seller, Purchaser or any of their respective Affiliates, but excluding, in each case, any dispute between the Seller or any of its Affiliates, on the one hand, and Purchaser or any of its Affiliates, on the other hand, except as would be required by applicable civil process or applicable discovery rules; provided that the reviewing party and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the conduct of the Business or the Retained Businesses, as applicable; provided, further that no party shall be obligated to provide such access to or to disclose any information if such access party determines, in its reasonable judgment, that doing so could (A) violate or prejudice the rights of its customers, (B) result in the disclosure of Trade Secrets or competitively sensitive or classified information to third parties, (C) violate applicable Law, an applicable Judgment or a Contract or obligation of confidentiality owing to a third party, (D) jeopardize the protection of an attorney-client privilege, attorney work product protection or other legal privilege, (E) be adverse to the interests of such party or any of its Affiliates in any pending or threatened Action, (F) expose such party or any of its Affiliates to risk of Liability for disclosure of sensitive or personal information or (G) reasonably be prohibited by or inadvisable due to COVID-19 or any COVID-19 Measures. In any such event, at the requesting party’s reasonable request, the parties shall use their commercially reasonable efforts to develop an arrangement to communicate, to the extent feasible, the applicable information or a portion thereof in a manner that would be in violation not violate applicable Law, Judgment or obligation or risk waiver of applicable Lawssuch privilege or protection or risk such Liability or prohibited or inadvisable action; provided further that (i) the disclosing party shall not be required to incur any costs or expenses in connection therewith and (ii) if the Purchaser or Seller is the Representative or any Seller Indemnified Party files a claim or other Action with a court, arbitrator or other judicial body of competent jurisdiction with respect to such claim for indemnification, none of the Purchaser or its Affiliates (including the Company and its Subsidiariesdisclosing party, the Blocker Entity and Trilogy Holdings) shall thereafter have Seller may redact portions of any obligation to provide information provided pursuant to this Section 7.01 any access or information with respect 7.07(b) to the matter which is extent such portions relate exclusively to the subject of such indemnification claim (Retained Businesses or any related matters)the Excluded Assets. Unless otherwise consented All requests for information made pursuant to in writing this Section 7.07(b) shall be directed to the executive officer or other Person designated by the Representative, the Purchaser shall not, and shall not permit the Company or any of its Subsidiaries or the Blocker Entity or Trilogy Holdings to, for a period of four (4) years following the Closing Date, destroy, alter or otherwise dispose of any of the material books and records of the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings for any period prior to or on the Closing Date without first giving reasonable prior notice to the Representative and offering to surrender to the Representative (at the Representative’s sole cost and expense) such material books and records or any portion thereof which are intended to be destroyed, altered or disposed ofrelevant disclosing party.

Post-Closing Access. From Subject to applicable Law and subject to Section 8.10(c) and the Access Restrictions, except as otherwise provided in any Ancillary Agreement, from and after the Closing and until the earlier of seven (7) years from the Closing Date and the date such Information would be destroyed in accordance with the record-keeping practices of Seller or the Vantive Group Entities as in effect on the Execution Date, Seller and Buyer, on behalf of itself and its Subsidiaries (including, in the case of Buyer following the Closing, the Purchaser shallVantive Group Entities), shall retain, or cause to be retained, in accordance with the record-keeping practices of Seller or the Vantive Group Entities as in effect on the Execution Date and shall provide or make available, or cause the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings to, provide the Sellers and their authorized representatives with reasonable access (for the purpose of examining and copying), during normal business hoursto be provided or made available, to the books and records of the Company and other Party or its Subsidiariesapplicable Subsidiaries as promptly as reasonably practicable after written request therefor, the Blocker Entity and Trilogy Holdings in such form as existed as of the Closing any Information (ior a copy thereof) in connection with any matter relating to the possession or arising out of this Agreement or under the transactions contemplated hereby (for example, in connection with the calculation of amounts under Section 11.08) or with respect to periods or occurrences prior to or on the Closing Date, to the extent and only to the extent needed for regulatory, financial reporting, Tax or audit purposes or in connection with a claim asserted against a Seller by a Person other than the Purchaser, or (ii) in connection with any claim by the Purchaser for indemnification pursuant to Section 9.02(a) or 9.02(b) or any Third Party Claim; provided, that (A) any such access pursuant to this clause (ii) shall be limited to that information that is reasonably related to the subject matter control of such claim, (B) access shall not be permitted to information that is subject to a confidentiality obligation existing as of the date hereof in favor of a third party (provided, that, the Purchaser will have used commercially reasonable efforts to obtain a waiver of such restriction) or privilege, (C) such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries, (D) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and the information sought and (E) nothing herein shall require the Company, the Purchaser or any of their respective Affiliates to provide access to or to disclose any information if such access or disclosure would be in violation of applicable Laws; provided further that if the Purchaser or the Representative or any Seller Indemnified Party files a claim or other Action with a court, arbitrator or other judicial body of competent jurisdiction with respect to such claim for indemnification, none of the Purchaser or its Affiliates (including the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings) shall thereafter have any obligation to provide pursuant to this Section 7.01 any access or information with respect to the matter which is the subject of such indemnification claim (or any related matters). Unless otherwise consented to in writing by the Representative, the Purchaser shall not, and shall not permit the Company or any of its Subsidiaries to the extent that (i) such Information (A) relates to or is necessary for the Blocker operation of the Business, or relates to any Transferred Asset or Assumed Liability, if a Vantive Group Entity is the requesting Party, or Trilogy Holdings to(B) relates to or is necessary for the operation of the Retained Business, for or relates to any Excluded Assets or Excluded Liability, if Seller is the requesting Party; (ii) such Information is required by the requesting Party to comply with its (or its applicable Subsidiaries’) obligations under this Agreement or any Ancillary Agreement or any other agreement to which the requesting Party or any of its Subsidiaries is a period party or any of four its respective properties or assets are bound; (4iii) years following such Information is required by the Closing Daterequesting Party to comply with any obligation imposed by applicable Law or any Governmental Entity; or (iv) such Information is reasonably requested by the requesting Party in evaluating its potential exposure to Liabilities of the other Party or any of its Subsidiaries under any guarantees and other obligations that have not been fully novated, destroyreplaced and/or transferred to such other Party or its applicable Subsidiaries in accordance with Section 4.22(a) or Section 4.22(b), alter as applicable; provided, however, that, in the event that the Party to which the request has been made determines that any such provision of Information could be commercially detrimental, violate any Law or otherwise dispose agreement (including any obligations of confidentiality), or waive any attorney-client privilege, then the Parties shall use commercially reasonable efforts to agree on an approach to permit the provision of such Information to the extent and in a manner that avoids any such detriment, violation or waiver; and provided, further, that the Party requested to provide such Information shall have no obligation pursuant to this Section 4.6(c) to provide any such Information unless it is satisfied in its reasonable discretion, that such potential detriment, violation or waiver is adequately mitigated pursuant to such efforts. Subject to the immediately preceding sentence, the Party providing Information pursuant to this Section 4.6(c) shall not be obligated to provide such Information in any form, condition or format other than the form, condition and format in which it then exists (and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Information), and nothing in this Section 4.6(c) shall expand the obligations of the material books Parties under Section 4.6(f). Each Party agrees that all requests for Information pursuant to this Section 4.6(c) shall be made in accordance with the procedures and records of processes that may be reasonably established by the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings for any period prior other Party to or on the Closing Date without first giving reasonable prior notice respond to the Representative and offering to surrender to the Representative (at the Representative’s sole cost and expense) such material books and records or any portion thereof which are intended to be destroyed, altered or disposed ofrequests.

Post-Closing Access. From (a) Purchaser agrees to preserve and after keep all (x) Transferred Books and Records and (y) such similar books, records and materials that were indirectly transferred to Purchaser by virtue of the Closingtransfer and delivery of the NewCo Equity Interests, in each case, that, except as otherwise provided in the Transaction Documents, are related to the period prior to the Closing (clauses (x) and (y), the “Purchaser shallRetained Records”), and not to destroy or dispose of any such Purchaser Retained Records until the date that is the later of (i) the date on which Purchaser’s or its Affiliates’, as applicable, generally applicable record retention policies and procedures permit Purchaser or its Affiliates, as applicable, to destroy or dispose such Purchaser Retained Records and (ii) such later date as may be required by Law, subject to Section 5.5(b). (b) Purchaser shall cause provide Seller with written notice sixty (60) days prior to destroying or disposing of the Company last copy of any Purchaser Retained Records (except in accordance with its record retention policies consistent with past practice) that may be reasonably required to be retained by Seller in connection with the matters set forth in clauses (i) through (iv) of Section 5.5(c), as applicable, and Seller shall have the right, at its Subsidiariesexpense, to reproduce or take any such materials no later than twenty (20) days after having received notice that such materials are to be destroyed or disposed of. (c) For a period of seven (7) years following the Closing or for such shorter period as the applicable Purchaser Retained Records are required to be retained by Purchaser in accordance with Section 5.5(a), Purchaser and any applicable Affiliates shall permit Seller, the Blocker Entity and Trilogy Holdings to, provide the Sellers other Seller Entities and their authorized representatives with respective Affiliates and Representatives to have commercially reasonable access (for including the purpose of examining and copying), right to make copies) during normal business hours, upon reasonable prior notice to Purchaser or such Affiliates, to the books and records of Purchaser Retained Records to the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings extent that such access may be reasonably required in such form as existed as of the Closing connection with (i) in connection preparation of any accounting records or with any matter relating to audits or arising out of this Agreement or the transactions contemplated hereby (for examplesimilar proceedings, in connection with the calculation of amounts under Section 11.08) or with respect to periods or occurrences prior to or on the Closing Date, to the extent and only to the extent needed for regulatory, financial reporting, Tax or audit purposes or in connection with a claim asserted against a Seller by a Person other than the Purchaser, or (ii) in connection with any claim by the Purchaser for indemnification pursuant to Section 9.02(a) or 9.02(b) Proceeding (other than a Proceeding between Seller or any Third Party Claim; providedof its Affiliates, that (A) any such access pursuant to this clause (ii) shall be limited to that information that is reasonably related to on the subject matter of such claimone hand, (B) access shall not be permitted to information that is subject to a confidentiality obligation existing as of the date hereof in favor of a third party (provided, that, the Purchaser will have used commercially reasonable efforts to obtain a waiver of such restriction) or privilege, (C) such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries, (D) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and the information sought and (E) nothing herein shall require the Company, the Purchaser or any of their respective Affiliates its Affiliates, on the other hand) relating to provide access to or to disclose any information if such access or disclosure would be in violation of applicable Laws; provided further that if the Purchaser or the Representative or any Seller Indemnified Party files a claim or other Action with a court, arbitrator or other judicial body of competent jurisdiction with respect to such claim for indemnification, none operation of the Purchaser or its Affiliates (including the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings) shall thereafter have any obligation to provide pursuant to this Section 7.01 any access or information with respect GES Business prior to the matter which is Closing (except as otherwise provided in the subject of such indemnification claim Transaction Documents) or (or iii) any related matters)regulatory matter. Unless otherwise consented to in writing by the Representative, the Purchaser shall not, and shall not permit the Company or any of its Subsidiaries or the Blocker Entity or Trilogy Holdings to, for For a period of four seven (47) years following the Closing Date, destroyeach of Seller and Purchaser shall use, alter or otherwise dispose of any of and shall cause their Affiliates to use, commercially reasonable efforts to allow the material books other Party and records of the Company their respective Affiliates and its Subsidiariesauthorized Representatives to have commercially reasonable access to such Party’s Books and Records, the Blocker Entity employees and Trilogy Holdings for any period prior to or on the Closing Date without first giving auditors, upon reasonable prior notice and during normal business hours, if reasonably required in connection with (A) preparation of any accounting records or with any audits or similar proceedings, (B) any Proceeding relating to the Representative and offering to surrender operation of the GES Business prior to the Representative Closing (at except as otherwise provided in the Representative’s sole cost and expenseTransaction Documents) or (C) any regulatory matter. Notwithstanding the foregoing, such material books and records or any portion thereof which are intended access provided by a Party pursuant to this Section 5.5(c) may be destroyedlimited on the basis of the Access Exceptions, altered or disposed ofapplied mutatis mutandis.

Post-Closing Access. From and after the Closing, Each of the Purchaser and the Company Entities shall retain the data, records, documents and other information relating to the Acquired Assets in accordance with Section 4.14(g) of the Credit Card Program Agreement. Each of the Purchaser and the Company Entities shall, upon reasonable notice of the other party and shall cause subject to applicable Requirements of Law relating to the Company exchange of information, take commercially reasonable efforts to afford to the other party, its Affiliates and its Subsidiaries, the Blocker Entity and Trilogy Holdings to, provide the Sellers and their authorized representatives with reasonable access (for including the purpose of examining and copyingright to copy), without charge, during normal business hours, to the Acquired Assets, the books and records relating thereto, any Person who maintains or controls any of the Company and foregoing for such disclosing party or its SubsidiariesAffiliates, all as may be reasonably requested by the Blocker Entity and Trilogy Holdings requesting party or any of its Affiliates in such form as existed as of order to enable the Closing requesting party to (i) prepare the Final Closing Statement and participate in connection the resolution of any disputes relating thereto; (ii) permit the performance of any covenants required to be performed under this Agreement and the Ancillary Agreements after the Closing Date by the requesting party; (iii) permit the preparation of any Tax Return or other document required to be filed with any matter relating Governmental Authority; and (iv) respond to any proceeding or arising out of this Agreement to any claim made, or the transactions contemplated hereby (to any request for exampleinformation, in connection with the calculation of amounts under Section 11.08) by any Governmental Authority or any other Person not a party hereto or an Affiliate thereof, including any Cardholder with respect to periods matters that may constitute Excluded Liabilities, provided, however, that the foregoing shall not require such disclosing party to permit any inspection, or occurrences prior to disclose any nonpublic supervisory information for which the requesting party has not received regulatory approval to share or on the Closing Date, any information subject to any attorney-client privilege. To the extent and only to the extent needed for regulatory, financial reporting, Tax or audit purposes or in connection with a claim asserted against a Seller by a Person other than the Purchaser, or (ii) in connection with any claim by the Purchaser for indemnification pursuant to Section 9.02(a) or 9.02(b) or any Third Party Claim; provided, that (A) any such access disclosure pursuant to this clause (ii) shall Section 5.8 would reasonably be limited expected to that information that is reasonably related to the subject matter of such claim, (B) access shall not be permitted to information that is subject to result in a confidentiality obligation existing as waiver of the date hereof in favor of a third party (providedattorney client privilege, thatupon the reasonable request by the requesting party, the Purchaser will have used disclosing party shall use commercially reasonable efforts to obtain find a method whereby such information may be provided to the requesting party without so giving rise to any such waiver of privilege or such restriction) or privilege, (C) such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries, (D) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and the information sought and (E) nothing herein shall require the Company, the Purchaser or any of their respective Affiliates to provide access to or to disclose any information if such access or disclosure would be in violation of applicable Laws; provided further Requirements of Law, provided, that if the Purchaser or requesting party shall provide commercial reasonable cooperation as may be reasonably requested to facilitate the Representative or any Seller Indemnified Party files a claim or other Action with a court, arbitrator or other judicial body of competent jurisdiction with respect to such claim for indemnification, none of the Purchaser or its Affiliates (including the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings) shall thereafter have any obligation to provide pursuant to this Section 7.01 any access or information with respect to the matter which is the subject provision of such indemnification claim (or any related matters). Unless otherwise consented to in writing by the Representative, the Purchaser shall not, and shall not permit the Company or any of its Subsidiaries or the Blocker Entity or Trilogy Holdings to, for a period of four (4) years following the Closing Date, destroy, alter or otherwise dispose of any of the material books and records of the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings for any period prior to or on the Closing Date without first giving reasonable prior notice to the Representative and offering to surrender to the Representative (at the Representative’s sole cost and expense) such material books and records or any portion thereof which are intended to be destroyed, altered or disposed ofinformation.

Post-Closing Access. From and after Following the Closing, each Seller shall cooperate with Xxxxx and take all actions reasonably requested by Xxxxx in order to provide Buyer and its Affiliates and contractors with access to all individuals who were employed or engaged by the Purchaser shallSellers or their respective Affiliates and provided services to the Business at any time within thirty (30) days prior to the Closing Date (the “Pre-Closing Employees”) for purposes of allowing Xxxxx and its Affiliates and contractors to provide information and training to such individuals regarding protected health information and personally identifiable information in the context of personal device usage, data storage, and information and data backup. For a period of five (5) years following the Closing, Buyer and its Affiliates shall cause cooperate with the Company and take all actions reasonably requested by the Company in order to permit the Company its Subsidiaries, the Blocker Entity and Trilogy Holdings to, provide the Sellers and their authorized representatives with to have reasonable access (for the purpose of examining and copying), during normal business hours, and in a manner so as not to interfere unreasonably with the normal business operations of Buyer and its Affiliates (or their respective successors or assigns), to all premises, properties, personnel, books and records, and Contracts of or related to the books and records of the Company and its SubsidiariesBusiness, the Blocker Entity and Trilogy Holdings in such form as existed as of the Closing (i) in connection with any matter relating to or arising out of this Agreement Assets or the transactions contemplated hereby (for exampleAssumed Liabilities, in connection with the calculation of amounts under Section 11.08) or with respect to periods or occurrences prior to or on the Closing Date, each case solely to the extent and only relating to the extent needed periods prior to the Closing, and solely for regulatory, financial reporting, the purposes of (a) preparing Tax or audit purposes or in connection with a claim asserted against a Seller by a Person other than the Purchaser, Returns or (iib) in connection complying with any claim audit request, subpoena or other investigative demand by the Purchaser for indemnification pursuant to Section 9.02(a) or 9.02(b) or any Third Party Claim; provided, that (A) any such access pursuant to this clause (ii) shall be limited to that information that is reasonably related Governmental Entity. Notwithstanding anything to the subject matter of such claimcontrary in this Agreement, (B) access Buyer shall not be permitted to information that is subject to a confidentiality obligation existing as of the date hereof in favor of a third party (provided, that, the Purchaser will have used commercially reasonable efforts to obtain a waiver of such restriction) or privilege, (C) such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries, (D) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and the information sought and (E) nothing herein shall require the Company, the Purchaser or any of their respective Affiliates to provide access to or required to disclose any information to the Company if such disclosure would, in Buyer’s sole discretion: (x) jeopardize any attorney-client or other similar privilege; or (y) contravene any applicable Law, fiduciary duty, or binding agreement entered into prior to the date of this Agreement; provided, however that Buyer shall use reasonable efforts to allow access to the extent that doing so does not result in the loss of any such privilege or to permit reasonable disclosure would be not in violation of applicable Laws; provided further that if the Purchaser Law, fiduciary duty, or the Representative or any Seller Indemnified Party files a claim or other Action with a court, arbitrator or other judicial body of competent jurisdiction with respect to such claim for indemnification, none of the Purchaser or its Affiliates (including the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings) shall thereafter have any obligation to provide pursuant to this Section 7.01 any access or information with respect to the matter which is the subject of such indemnification claim (or any related matters). Unless otherwise consented to in writing by the Representative, the Purchaser shall not, and shall not permit the Company or any of its Subsidiaries or the Blocker Entity or Trilogy Holdings to, for a period of four (4) years following the Closing Date, destroy, alter or otherwise dispose of any of the material books and records of the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings for any period prior to or on the Closing Date without first giving reasonable prior notice to the Representative and offering to surrender to the Representative (at the Representative’s sole cost and expense) such material books and records or any portion thereof which are intended to be destroyed, altered or disposed ofbinding agreement.

Post-Closing Access. From and (a) No later than ninety (90) days after the Closing, the Purchaser shallSeller shall use commercially reasonable efforts to deliver, or cause to be delivered, all books, records, documents, files and shall cause correspondence of the Company Group in the possession or under the control of the Parent Group. After the Closing for a period of three (3) years, each party agrees to provide, or cause to be provided, to the other party and its Subsidiariesrepresentatives, as soon as reasonably practicable after written request therefor and at the Blocker Entity and Trilogy Holdings torequesting party’s sole expense, provide the Sellers and their authorized representatives with reasonable access (for the purpose of examining and copying)access, during normal business hours, to the books other parties’ employees and records to any books, records, documents, files and correspondence in the possession or under the control of such party, in each case if and to the extent relating to the Company or the Company Subsidiaries prior to the Closing and that the requesting party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities Laws) by any Governmental Authority having jurisdiction over the requesting party or (ii) for use in any other judicial, regulatory, administrative or other proceeding (other than in a dispute between the parties) or in order to satisfy Tax, audit, accounting, regulatory or other similar requirements; provided, however, that no party shall be required to provide access to or disclose information where such access or disclosure would violate any Law or agreement, or waive any attorney client or other similar privilege, and each party may redact information regarding itself or its Subsidiaries or otherwise not relating to the Company or the Company Subsidiaries prior to the Closing, and, in the event such provision of information could reasonably be expected to violate any Law or agreement or waive any attorney client or other similar privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Except as otherwise provided herein, each party agrees to use its reasonable commercial efforts to retain the books, records, documents, instruments, accounts, correspondence, writings, evidences of title and other papers relating to the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings in such form as existed as of Company Subsidiaries prior to the Closing in their respective possession or control for a commercially reasonable period of time, as set forth in their regular document retention policies, following the Closing Date or for such longer period as may be required by Law. Notwithstanding the foregoing, any party may destroy or otherwise dispose of any such materials not in accordance with its retention policy, provided that, prior to such destruction or disposal (i) such party shall provide no less than ninety (90) nor more than one-hundred twenty (120) days’ prior written notice to the other party of any such proposed destruction or disposal (which notice shall specify in connection detail which of the materials is proposed to be so destroyed or disposed of), and (ii) if a recipient of such notice shall request in writing prior to the scheduled date for such destruction or disposal that any of the information proposed to be destroyed or disposed of be delivered to such recipient, such party proposing the destruction or disposal shall, as promptly as practicable, arrange for the delivery of such of the materials as was requested by the recipient (it being understood that all reasonable out of pocket costs associated with the delivery of the requested materials shall be paid by such recipient). (c) In the case of a legal or other proceeding between one party or any matter of its Affiliates and a third party relating to or arising out of the Company and the Company Subsidiaries, this Agreement or any of the Transaction Documents (including any matters subject to indemnification hereunder or thereunder) or the transactions contemplated hereby or thereby, each party shall use its commercially reasonable efforts to make available to the other party, upon written request, the former (for exampleto the extent practicable), current (to the extent practicable) and future officers, employees, other personnel and agents of such party and its subsidiaries as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available (other than materials covered by the attorney client privilege), to the extent that any such Person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any legal, administrative or other proceeding in which the requesting party may from time to time be involved. The requesting party shall bear all out of pocket costs and expenses in connection with the calculation of amounts under Section 11.08foregoing. (d) or with respect to periods or occurrences prior to or on the Closing Date, to the extent and only to the extent needed for regulatory, financial reporting, Tax or audit purposes or in connection with a claim asserted against a Seller Any information owned by a Person party that is provided to a requesting party pursuant to this Section 8.02 shall be deemed to remain the property of the providing party. Nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such information. No party shall have any liability to any other than party in respect of this Section 8.02 in the Purchaser, event that any information exchanged or (ii) provided pursuant to this Section 8.02 is found to be inaccurate. No party shall have any liability to any other party if any information is destroyed or lost after reasonable commercial efforts by such party to comply with the provisions of this Section 8.02. Nothing in connection this Section 8.02 shall require any party to violate any agreement with any claim by third parties regarding the Purchaser for indemnification pursuant to Section 9.02(a) or 9.02(b) or any Third Party Claimconfidentiality of confidential and proprietary information; provided, however, that (A) in the event that any party is required under this Section 8.02 to disclose any such access pursuant to this clause (ii) information, that party shall be limited to that information that is reasonably related to the subject matter of such claim, (B) access shall not be permitted to information that is subject to a confidentiality obligation existing as of the date hereof in favor of a third party (provided, that, the Purchaser will have used use commercially reasonable efforts to seek to obtain a waiver such third party’s consent to the disclosure of such restriction) or privilege, (C) such access does not unreasonably interfere with information and implement requisite procedures to enable the normal operations of the Company and its Subsidiaries, (D) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and the information sought and (E) nothing herein shall require the Company, the Purchaser or any of their respective Affiliates to provide access to or to disclose any information if such access or disclosure would be in violation of applicable Laws; provided further that if the Purchaser or the Representative or any Seller Indemnified Party files a claim or other Action with a court, arbitrator or other judicial body of competent jurisdiction with respect to such claim for indemnification, none of the Purchaser or its Affiliates (including the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings) shall thereafter have any obligation to provide pursuant to this Section 7.01 any access or information with respect to the matter which is the subject of such indemnification claim (or any related matters). Unless otherwise consented to in writing by the Representative, the Purchaser shall not, and shall not permit the Company or any of its Subsidiaries or the Blocker Entity or Trilogy Holdings to, for a period of four (4) years following the Closing Date, destroy, alter or otherwise dispose of any of the material books and records of the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings for any period prior to or on the Closing Date without first giving reasonable prior notice to the Representative and offering to surrender to the Representative (at the Representative’s sole cost and expense) such material books and records or any portion thereof which are intended to be destroyed, altered or disposed ofinformation.

Post-Closing Access. From (i) Subject to (A) applicable Law, (B) Section 4.10(b)(ii) and (C) Section 8.1, from and after the Closing, the Purchaser shall, and Buyer shall cause the Company to, and its Subsidiariesthe Company shall, (x) retain all books, ledgers, files, reports, plans, operating records and any other material documents pertaining to the Company (collectively, at any moment in time, the Blocker Entity “Company Books and Trilogy Holdings toRecords”) in existence at the Closing that are required to be retained under current retention policies for a period of six years from the Closing Date, and (y) provide the Sellers and their authorized representatives Seller or its Representatives at Seller’s expense with reasonable access without hindering the normal operations of the Company (solely for the purpose of examining inspection and copying), during normal business hours, and upon reasonable advance notice and under the supervision of Buyer’s or the Company’s personnel, to the books Company Books and records of the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings in such form as existed as of the Closing (i) in connection with any matter relating to or arising out of this Agreement or the transactions contemplated hereby (for example, in connection with the calculation of amounts under Section 11.08) or Records with respect to periods or occurrences prior to or on the Closing Date. Notwithstanding the foregoing provisions of this Section 4.10(b), Buyer and the Company may withhold access, documents or information that in the reasonable judgment of Buyer or the Company would result in the disclosure of any competitively sensitive information, Trade Secrets of Third Parties or violate any of its obligations with respect to confidentiality; provided that if Buyer determines in good faith that any information requested by Seller shall not be shared by Buyer or the Company with Seller as a result of the foregoing, the Parties shall discuss in good faith alternative means of Buyer or the Company providing such requested information to Seller in another manner or form (such as redacted versions of such information, execution of a waiver or consent or delivery of such information to Seller’s outside counsel only). (ii) For a period of six years after the Closing, Seller shall, and shall cause its Affiliates to, provide Buyer with copies of or access to (as determined in the reasonable discretion of Seller) the employee or personnel files, in each case, to the extent and only relating to a Business Employee that are in Buyer, the extent needed for regulatory, financial reporting, Tax or audit purposes or in connection with a claim asserted against a Seller by a Person other than the Purchaser, or (ii) in connection with any claim by the Purchaser for indemnification pursuant to Section 9.02(a) or 9.02(b) Company or any Third Party Claimof their Affiliates’ possession or control as of such time (such employee or personnel files, collectively, the “Commingled Employee Records”); provided, provided that (A) Seller shall not be required to provide copies of or access to any such access pursuant to this clause (ii) shall be limited to that information that is reasonably related Commingled Employee Records to the subject matter extent prohibited by applicable Law or any Order of such claima Governmental Authority of competent jurisdiction, as determined by Seller in good faith upon the advice of counsel, (B) for the avoidance of doubt, Seller and any of its Affiliates shall be entitled to redact or remove any information in any Commingled Employee Records prior to providing copies or access shall to Buyer under this Section 4.10(b)(ii) to the extent not be permitted relating to information that is subject to a confidentiality obligation existing as of the date hereof in favor of a third party (provided, that, the Purchaser will have used commercially reasonable efforts to obtain a waiver of such restriction) or privilegeany Business Employee, (C) such Seller shall only be required to provide copies of or access does to the Commingled Employee Records that are specifically requested in writing by Buyer and that have not unreasonably interfere with the normal operations of the Company otherwise been provided to Buyer in copy form, and its Subsidiaries, (D) Buyer shall comply with all applicable data protection and privacy Laws with respect to such access copies or access. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Parties acknowledge and agree that Seller and its Affiliates shall occur be entitled to keep copies of any Company Books and Records, Commingled Employee Records or any other documents or materials that remain with the Company or are transferred to Buyer or one of its Affiliates for operational, legal, Tax, regulatory or record-keeping purposes or in such a manner order to comply with applicable Laws, Seller’s or its Affiliates’ internal policies and procedures or any applicable contractual or other similar obligations, subject to the confidentiality and restriction on use obligations hereunder. (iv) Buyer acknowledges and agrees that (A) the attorney-client privilege, attorney work-product protections, confidentiality protections and any other similar privileges or protections with respect to any Seller Protected Information belongs to and shall be controlled by Seller (or one or more of its Affiliates, as the Company reasonably determines case may be) and shall not pass to or be appropriate to protect the confidentiality of the transactions contemplated claimed by this Agreement and the information sought and (E) nothing herein shall require the CompanyBuyer, the Purchaser Company or any of their respective Affiliates, (B) the delivery of or disclosure of any Seller Protected Information to Buyer, the Company or any of their respective Affiliates pursuant to provide access to Section 4.10(a) or to disclose any information if such access Section 4.10(b)(ii) or disclosure would otherwise shall be in violation of applicable Laws; provided further that if the Purchaser or the Representative or any deemed unintentional and shall not constitute a waiver by Seller Indemnified Party files a claim or other Action with a court, arbitrator or other judicial body of competent jurisdiction with respect to such claim for indemnification, none of the Purchaser or its Affiliates of any of their attorney-client privileges, attorney work-product protections, confidentiality protections or other similar privileges or protections in connection with such Seller Protected Information, unless Seller or one or more of its Affiliates (including other than the Company and its Subsidiaries, the Blocker Entity and Trilogy HoldingsCompany) shall thereafter have any obligation to provide pursuant to this Section 7.01 any access or information with respect to the matter which is the subject of such indemnification claim (or any related matters). Unless otherwise consented to expressly waives in writing by all privileges or protections in connection therewith and (C) in the Representativeevent that any Seller Protected Information is delivered or disclosed to Buyer, the Purchaser shall not, and shall not permit the Company or any of its Subsidiaries their respective Affiliates by Seller pursuant to Section 4.10(a) or Section 4.10(b)(ii) or otherwise, Buyer shall, and shall cause the Blocker Entity or Trilogy Holdings Company to, for a period (u) promptly notify Seller of four (4) years following such discovery upon Buyer’s, the Closing Date, destroy, alter Company or otherwise dispose any of their respective Affiliates’ discovery of any of the material books such delivery or disclosure, (v) at Seller’s request, return to Seller or destroy such Seller Protected Information, (w) take any and records of the Company and its Subsidiariesall actions reasonably requested by Seller, the Blocker Entity and Trilogy Holdings for any period prior to or on the Closing Date without first giving reasonable prior notice to the Representative and offering to surrender to the Representative (at the Representative’s sole cost and expenseexpense of Seller, in order to permit Seller (or one or more of its Affiliates, as the case may be) to preserve and assert any such material books protection or privilege in connection therewith, (x) in connection with each of the foregoing clauses (u) through (w) of this Section 4.10(b)(iv), use its commercially reasonable efforts to and records cause its Affiliates to safeguard and protect such Seller Protected Information from further disclosure to any Third Party, (y) not assert and cause its Affiliates not to assert that any such protection or privilege has been waived with respect to Seller Protected Information that has come into or is in the possession of Buyer, the Company or any portion thereof which are intended of their respective Affiliates and (z) to the extent Buyer, the Company or any of their respective Affiliates has or maintains any control of such protection or privilege of any Seller Protected Information, except as may be destroyedrequired by applicable Law, altered not waive or disposed ofattempt to waive, and cause its Affiliates to not waive or attempt to waive, such protection or privilege without the prior written consent of Seller or one or more of its Affiliates (as the case may be).

Post-Closing Access. From and after the Closing, (a) Each of the Purchaser and the Seller agrees that it shall, and shall cause its Affiliates to, preserve and keep the Company books of accounts and its Subsidiariesfinancial and other records held by it relating to the Business (including accountants’ work papers) for a period of seven (7) years from the Closing Date; provided that prior to disposing of any such records after such period, the Blocker Entity and Trilogy Holdings to, applicable Person shall provide the Sellers and their authorized representatives with reasonable access (for the purpose of examining and copying), during normal business hours, written notice to the books other party of its intent to dispose of such records and shall provide such party with the opportunity to take ownership and possession of such records (at such party’s sole expense) within sixty (60) days after such notice is delivered. If either party does not confirm their intention in writing to take ownership and possession of such records within such sixty (60)-day period, the Person who possesses the records may proceed with the disposition of such records. (b) After the Closing, the Seller and the Purchaser shall make, or cause to be made, all Records and other information and all employees and auditors, in each case, relating to the Business (including by making them available for interviews, review of files or pleadings, preparation and provision of witness statements, depositions, interrogatories, testimony, investigation and preparation in connection with any negotiations, legal or arbitration Action) available to the other, at such times and places as may be reasonably required by such party, and at the sole expense of the Company and its Subsidiariesrequesting party, the Blocker Entity and Trilogy Holdings in such form as existed as of the Closing (i) in connection with any matter relating to Action involving or arising out of this Agreement insurance claims by the Seller or the transactions contemplated hereby (for example, in connection with the calculation of amounts under Section 11.08) or with respect to periods or occurrences prior to or on the Closing Date, to the extent and only to the extent needed for regulatory, financial reporting, Tax or audit purposes or in connection with a claim asserted against a Seller by a Person other than the Purchaser, respectively, or any of their respective Affiliates, (ii) in connection with any claim by order to enable the Seller or the Purchaser for indemnification pursuant to Section 9.02(a) or 9.02(b) comply with its obligations under this Agreement or any Third Party Claim; provided, that of the other Transaction Documents or (Aiii) for any such access pursuant to this clause (ii) shall be limited to that information that is reasonably related other reasonable business purpose relating to the subject matter of such claim, (B) access shall not be permitted to information that is subject to a confidentiality obligation existing as of the date hereof in favor of a third party (provided, that, the Purchaser will have used commercially reasonable efforts to obtain a waiver of such restriction) or privilege, (C) such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries, (D) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and the information sought and (E) nothing herein shall require the CompanySeller, the Purchaser or any of their respective Affiliates Affiliates, but excluding, in each case, any dispute between the Seller or any of its Affiliates, on the one hand, and the Purchaser or any of its Affiliates, on the other hand, except as would be required by applicable civil process or applicable discovery rules; provided that the reviewing party and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the conduct of the Business or the Retained Businesses, as applicable; provided, further that no party shall be obligated to provide such access to or to disclose any information if such party determines, in its reasonable judgment, that doing so would (A) result in the disclosure of trade secrets or competitively sensitive information of such party to third parties, (B) (upon advice of counsel) violate applicable Law, an applicable Judgment or a Contract or obligation of confidentiality owing to a third party, (C) (upon advice of counsel) jeopardize the protection of an attorney-client privilege, attorney work product protection or other legal privilege or (D) reasonably be prohibited by or inadvisable due to COVID-19 or any COVID-19 Measures. In any such event, at the requesting party’s reasonable request, the parties shall use their commercially reasonable efforts to develop an arrangement to provide such access and communicate, to the extent feasible, the applicable information or disclosure a portion thereof in a manner that would be in violation not violate applicable Law, Judgment or obligation or risk waiver of applicable Lawssuch privilege or protection or risk such Liability under Contract or prohibited or inadvisable action; provided further that (i) the disclosing party shall not be required to incur any costs or expenses in connection therewith and (ii) if the Purchaser or Seller is the Representative or any Seller Indemnified Party files a claim or other Action with a court, arbitrator or other judicial body of competent jurisdiction with respect to such claim for indemnification, none of the Purchaser or its Affiliates (including the Company and its Subsidiariesdisclosing party, the Blocker Entity and Trilogy Holdings) shall thereafter have Seller may redact portions of any obligation to provide information provided pursuant to this Section 7.01 any access or information with respect 7.06(b) to the matter which is extent such portions relate exclusively to the subject of such indemnification claim (Retained Businesses. All requests for information made pursuant to this Section 7.06(b) shall be directed to the executive officer or any related matters). Unless otherwise consented to in writing other Person designated by the Representative, the Purchaser shall not, and shall not permit the Company or any of its Subsidiaries or the Blocker Entity or Trilogy Holdings to, for a period of four (4) years following the Closing Date, destroy, alter or otherwise dispose of any of the material books and records of the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings for any period prior to or on the Closing Date without first giving reasonable prior notice to the Representative and offering to surrender to the Representative (at the Representative’s sole cost and expense) such material books and records or any portion thereof which are intended to be destroyed, altered or disposed ofrelevant disclosing party.

Post-Closing Access. From (a) Subject to the last sentence of this Section 5.6(a) and to Section 5.6(d), after the Closing, the Purchaser each of Seller and Buyer shall, and shall cause the Company and any of its Subsidiaries, the Blocker Entity and Trilogy Holdings respective Affiliates (as applicable) to, preserve and keep all pre-Closing books and records and all information to the extent relating to the accounting, legal, regulatory, business and financial affairs of the Business that are retained by Seller or any of its Affiliates, or are obtained by Buyer hereunder, as the case may be, for a period of seven (7) years after the Closing Date, or such longer period as may be (i) required by Law (including any statute of limitations and applicable extensions thereof) or any Governmental Entity or (ii) reasonably necessary with respect to the investigation, prosecution or defense of any legal or regulatory Action that is then pending or threatened or under audit and with respect to which the requesting party has notified the other party. Each of Seller and Buyer shall provide the Sellers other with written notice at least thirty (30) Business Days prior to transferring, destroying or discarding the last copy of any records, books, work papers, reports, correspondence and other similar materials, and the other party shall have the right, at its expense, to reproduce or take any such materials, if such other party provides written notice stating its intent to reproduce or take such materials no later than twenty (20) Business Days after having received notice that such materials are to be transferred, destroyed, or discarded. Prior to the date hereof, each of Buyer and Seller has provided the other with a true and correct summary of its business-as-usual document retention and destruction policies, procedures and schedules that are generally applicable to such party’s businesses (the “Document Retention Policies”). Notwithstanding anything to the contrary in this Section 5.6(a), so long as its Document Retention Policies are consistent with applicable Law, neither Buyer nor Seller shall be obligated to alter or suspend its Document Retention Policies in order to meet the requirements in this Section 5.6(a), and neither shall be obligated to notify the other prior to destroying or discarding the last copy of any such books, records or information if destruction is consistent with such party’s Document Retention Policies; provided, that (i) neither party shall modify its Document Retention Policies in a way that results in the books, records and information that are the subject of Section 5.6(a) being destroyed or discarded sooner than other books, records and information of such party without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), and (ii) if either party has notified the other party of any books, records or information that are the subject of Section 5.6(a) that are in the possession, custody or control of the non-requesting party and that are reasonably necessary to be preserved for a longer period with respect to the investigation, prosecution or defense of any legal or regulatory action that is then pending or threatened or under audit, then the provisions of this Section 5.6 apply to the retention and destruction of such books, records and information without regard to the Document Retention Policies. (b) Following the Closing, for so long as such information is retained by Buyer in accordance with Section 5.6(a), Buyer and any applicable Affiliates shall permit Seller or its Affiliates and their authorized representatives with Representatives to have reasonable access (for the purpose of examining and copying), duplication rights during normal business hours, upon reasonable prior written notice to the books and records of the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings in Buyer or such form as existed as of the Closing (i) in connection with any matter relating to or arising out of this Agreement or the transactions contemplated hereby (for example, in connection with the calculation of amounts under Section 11.08) or with respect to periods or occurrences prior to or on the Closing DateAffiliates, to the extent be provided and only to the extent needed for regulatory, financial reporting, Tax or audit purposes or received in connection with a claim asserted against a Seller by a Person other than the Purchaser, or (ii) in connection with any claim by the Purchaser for indemnification pursuant to Section 9.02(a) or 9.02(b) or any Third Party Claim; provided, manner that (A) any such access pursuant to this clause (ii) shall be limited to that information that is reasonably related to the subject matter of such claim, (B) access shall not be permitted to information that is subject to a confidentiality obligation existing as of the date hereof in favor of a third party (provided, that, the Purchaser will have used commercially reasonable efforts to obtain a waiver of such restriction) or privilege, (C) such access does not unreasonably interfere with the normal operations 50213729.30 conduct of the Company Business or other businesses of Buyer or its Affiliates following the Closing, the information described in Section 5.6(a) and its Subsidiariesreasonable access to relevant employees to the extent that such access may be reasonably required in connection with (i) preparation of any accounting records or with any audits or similar proceedings, (Dii) such access shall occur in such a manner as any Action relating to Seller or its Affiliates or the Company reasonably determines to be appropriate to protect the confidentiality operation of the transactions contemplated by this Agreement and the information sought and (E) nothing herein shall require the Company, the Purchaser Business Entities or any of their respective Affiliates businesses prior to provide the Closing, or (iii) any Governmental Approvals or regulatory matter. (c) Following the Closing, for so long as such information is retained by Seller in accordance with Section 5.6(a), Seller shall permit Buyer and its authorized Representatives to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Seller, to the information described in Section 5.6(a) and reasonable access to or relevant employees to disclose any information if such access or disclosure would be provided and received in violation of applicable Laws; provided further a manner that if does not unreasonably interfere with the Purchaser or the Representative or any Seller Indemnified Party files a claim or other Action with a court, arbitrator or other judicial body of competent jurisdiction with respect to such claim for indemnification, none conduct of the Purchaser businesses of Seller or its Affiliates (including following the Company and its SubsidiariesClosing, the Blocker Entity and Trilogy Holdings) shall thereafter have any obligation to provide pursuant to this Section 7.01 any access or information with respect to the extent that such access may be reasonably required in connection with (i) preparation of any accounting records or with any audits or similar proceedings, (ii) any Action relating to the Business, (iii) any Governmental Approval or regulatory matter which is or (iv) any other valid legal or business purpose. (d) From and after the subject date hereof and until the Closing Date, Seller shall use commercially reasonable efforts to remove and/or redact any information and books and records of such indemnification claim (or any related matters). Unless otherwise consented to in writing by the Representative, the Purchaser shall not, and shall not permit the Company Seller or any of its Subsidiaries Affiliates described in clauses (a)-(k) of the definition of Excluded Books and Records from the emails (including all archived or historical emails) retained in the Blocker Entity email accounts maintained by Seller or Trilogy Holdings toits Affiliates for all Transferred Employees (such emails, as so redacted and modified, the “Transferred Emails” and such redacted or removed information and books and records, the “Excluded Emails”). At the Closing, Seller shall provide or shall cause to be provided to Buyer one copy of the Transferred Emails, in a form and format reasonably acceptable to Buyer. From the Closing Date and for a period of four ninety (490) years following days thereafter, Seller and/or its Affiliates, as applicable, shall continue to maintain the email accounts of all Transferred Employees and provide such Transferred Employees with access to such email accounts, consistent with the manner in which such accounts have been maintained and accessed during the period in which the Transferred Emails have been retained in accordance with Seller’s Document Retention Policies (which for emails is generally a three-year period). Prior to the end of such ninety (90) day access period, Buyer shall determine, in its sole discretion, a subset of market-facing Transferred Employees, for whom, notwithstanding the foregoing, such email accounts will continue to be provided and maintained by Seller and/or its Affiliates, as applicable, in accordance with the foregoing sentence for a period of one (1) year after the Closing Date. Following the one (1) year anniversary of the Closing Date, destroyall access by Buyer and the Transferred Employees to email accounts maintained by Seller or its Affiliates shall be terminated and Seller and its Affiliates may, alter notwithstanding anything to the contrary in this Section 5.6, delete such email accounts and all emails contained therein (including archived or historical emails and including any emails sent to such accounts from and after the Closing Date), unless and only to the extent otherwise dispose required by applicable Law, and Seller and its Affiliates shall have no further obligation to hold, maintain or transfer such email accounts or the emails contained therein. For the avoidance of doubt, for so long as Transferred Emails are retained by Seller or any of its Affiliates, they shall be Confidential Information of Buyer and subject to the material books and records of confidentiality terms set forth in this Agreement. Further, prior to the Company and its SubsidiariesClosing, the Blocker Entity and Trilogy Holdings for any period prior 50213729.30 parties shall mutually agree upon an automatic outbound message to or on be provided from the Closing Date without first giving reasonable prior notice and for ninety (90) days, or one (1) year, as applicable, thereafter, in response to inbound emails received in the Representative and offering to surrender to email accounts maintained by Seller or its Affiliates for the Representative (at the Representative’s sole cost and expense) such material books and records or any portion thereof which are intended to be destroyed, altered or disposed ofTransferred Employees.

Post-Closing Access. From and after the Closing, Buyer shall, at Seller’s expense, (i) give Seller and its Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the Purchaser offices, properties and records that are Acquired Assets relating to the conduct of the Business on or before the Closing Date, (ii) furnish to Seller and its Representatives such financial and operating data and other information relating to the conduct of the Business on or before the Closing Date, and (iii) cause the employees, counsel, auditors and other Representatives of Buyer, to cooperate with Seller and its Representatives, in each case, to the extent reasonably requested by Seller in connection with accounting, Tax, legal defense and other similar needs. From and after the Closing, Seller shall, and shall cause the Company its Subsidiaries to, at Buyer’s expense, (A) give Buyer and its Subsidiaries, the Blocker Entity and Trilogy Holdings to, provide the Sellers and their authorized representatives with Representatives reasonable access (for the purpose of examining and copying)access, during normal business hourshours and upon reasonable prior notice, to the books offices, properties and business records of the Company Seller and its Subsidiaries, Subsidiaries relating to the Blocker Entity and Trilogy Holdings in such form as existed as conduct of the Business on or before the Closing Date, (iB) furnish to Buyer and its Representatives such financial and operating data and other information relating to the conduct of the Business on or before the Closing Date, and (C) cause the employees, counsel, auditors and other Representatives of Seller and its Subsidiaries to cooperate with Buyer and its Representatives, in each case, to the extent reasonably requested by Buyer in connection with accounting, Tax, legal defense and other similar needs. Any such access shall be granted in a manner as not to unreasonably interfere with the conduct of the business of the Party granting such access. Notwithstanding the foregoing, either Party may withhold such access, as and to the extent necessary to avoid contravention or waiver, as to any document or information the disclosure of which could reasonably be expected to violate any Contract or any Law or result in the waiver of any legal privilege or work-product privilege; provided that to the extent practicable and in accordance with such Contract or Law, and in a manner that does not result of the waiver of any such privilege, such Party shall make reasonable and appropriate substitute disclosure arrangements under circumstances in which these restrictions apply; provided further, that nothing in this Section 6.3 shall limit in any respect any rights any Party may have with respect to discovery or the production of documents or other information in connection with any matter relating to or arising out of this Agreement or the transactions contemplated hereby (for example, in connection with the calculation of amounts under Section 11.08) or with respect to periods or occurrences prior to or on the Closing Date, to the extent and only to the extent needed for regulatory, financial reporting, Tax or audit purposes or in connection with a claim asserted against a Seller by a Person other than the Purchaser, or (ii) in connection with any claim by the Purchaser for indemnification pursuant to Section 9.02(a) or 9.02(b) or any Third Party Claim; provided, that (A) any such access pursuant to this clause (ii) shall be limited to that information that is reasonably related to the subject matter of such claim, (B) access shall not be permitted to information that is subject to a confidentiality obligation existing as of the date hereof in favor of a third party (provided, that, the Purchaser will have used commercially reasonable efforts to obtain a waiver of such restriction) or privilege, (C) such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries, (D) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and the information sought and (E) nothing herein shall require the Company, the Purchaser or any of their respective Affiliates to provide access to or to disclose any information if such access or disclosure would be in violation of applicable Laws; provided further that if the Purchaser or the Representative or any Seller Indemnified Party files a claim or other Action with a court, arbitrator or other judicial body of competent jurisdiction with respect to such claim for indemnification, none of the Purchaser or its Affiliates (including the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings) shall thereafter have any obligation to provide pursuant to this Section 7.01 any access or information with respect to the matter which is the subject of such indemnification claim (or any related matters). Unless otherwise consented to in writing by the Representative, the Purchaser shall not, and shall not permit the Company or any of its Subsidiaries or the Blocker Entity or Trilogy Holdings to, for a period of four (4) years following the Closing Date, destroy, alter or otherwise dispose of any of the material books and records of the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings for any period prior to or on the Closing Date without first giving reasonable prior notice to the Representative and offering to surrender to the Representative (at the Representative’s sole cost and expense) such material books and records or any portion thereof which are intended to be destroyed, altered or disposed oflitigation.

Post-Closing Access. From and after (a) Following the Initial Closing, the Purchaser Seller shall, and shall cause its Affiliates to: (i) preserve and keep any records of the Company Retained Companies related to the Acquired Companies (and their predecessors) held immediately prior to the Final Closing for so long as and to the extent required by applicable Law (but in no event less than seven years after the Final Closing Date ) and (ii) make such records available to Buyer and its Subsidiaries, the Blocker Entity Representatives and Trilogy Holdings to, provide the Sellers and their authorized representatives them with reasonable access thereto, as may be reasonably required by Buyer, including (for the purpose of examining and copying), during normal business hours, to the books and records of the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings in such form as existed as of the Closing (iw) in connection with any matter Proceeding, (x) in connection the preparation of financial statements or Tax returns of the Acquired Companies or Buyer or any of its other Affiliates, (y) as required by applicable Law or (z) where relevant to potential Losses or other Liabilities of the Acquired Companies. (b) Following the Final Closing, Seller shall make available to Buyer and its Affiliates and Representatives the reasonable assistance and cooperation of the appropriate personnel and Representatives of Seller and its Affiliates in the review of the records described in Section 6.12(a) as reasonably requested by Buyer. In addition, following the Final Closing, Seller shall make available to Buyer the employees and Representatives of the Seller and its Affiliates whose assistance, expertise, testimony, notes, recollections or presence (including participation as a witness in a deposition, hearing or trial) is necessary or appropriate to assist Buyer (i) in the defense or prosecution of any Proceeding relating to or arising out of this Agreement or the transactions contemplated hereby (for exampleAcquired Companies, in connection with the calculation of amounts under Section 11.08) or with respect to periods or occurrences prior to or on the Closing Date, to the extent and only to the extent needed for regulatory, financial reporting, Tax or audit purposes or in connection with a claim asserted against a Seller by a Person other than the Purchaser, or (ii) in connection with the preparation of any claim by the Purchaser for indemnification pursuant to Section 9.02(a) Tax returns or 9.02(b) filings or financial or accounting statements in respect of any Third Party Claim; provided, that (A) any such access pursuant to this clause (ii) shall be limited to that information that is reasonably related to the subject matter of such claim, (B) access shall not be permitted to information that is subject to a confidentiality obligation existing as of the date hereof in favor of a third party (provided, that, the Purchaser will have used commercially reasonable efforts to obtain a waiver of such restriction) Acquired Companies or privilege, (C) such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries, (D) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and the information sought and (E) nothing herein shall require the Company, the Purchaser or any of their respective Affiliates to provide access to or to disclose any information if such access or disclosure would be in violation of applicable Laws; provided further that if the Purchaser or the Representative or any Seller Indemnified Party files a claim or other Action with a court, arbitrator or other judicial body of competent jurisdiction with respect to such claim for indemnification, none of the Purchaser or its Affiliates (including the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings) shall thereafter have any obligation to provide pursuant to this Section 7.01 any access or information with respect to the matter which is the subject of such indemnification claim (or any related matters). Unless otherwise consented to in writing by the Representative, the Purchaser shall not, and shall not permit the Company Buyer or any of its Subsidiaries or other Affiliates and (iii) in the Blocker Entity or Trilogy Holdings to, for a period of four (4) years following the Closing Date, destroy, alter or otherwise dispose of any transition of the material books business, operations and records employees of the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings for any period prior HVDH Companies from Seller to or on the Closing Date without first giving reasonable prior notice to the Representative and offering to surrender to the Representative (at the Representative’s sole cost and expense) such material books and records or any portion thereof which are intended to be destroyed, altered or disposed ofBuyer.

Post-Closing Access. From and after (a) Following the ClosingClosing Date, the Purchaser Buyer shall, and shall cause the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings Companies to, provide the Sellers allow Seller, upon reasonable prior notice and their authorized representatives with reasonable access (for the purpose of examining and copying), during normal business hours, through its affiliates, employees and representatives, the right to (x) examine and make copies, at Seller's expense, of the books and records of the Company Companies and its Subsidiaries, the Blocker Entity and Trilogy Holdings in such form as existed as of the Closing (i) in connection with any matter relating Buyer, to or arising out of this Agreement or the transactions contemplated hereby (for exampleextent that Buyer's books and records relate to the Companies and, in connection with the calculation of amounts under Section 11.08) or with respect to periods or occurrences prior to or on either case, maintained after the Closing Date, and (y) reasonable access to the extent Buyer's and only Companies' employees, in the case of either clause (x) or (y), for any reasonable purpose relating to the extent needed for Companies, including, without limitation, the preparation or examination of Tax returns, regulatory and statutory filings and financial statements and the conduct of any litigation or otherwise, or the conduct of any regulatory, financial reportingpolicyholder or other dispute resolution whether pending or threatened. The Buyer shall, Tax or audit purposes or in connection with and shall cause the Companies to, maintain the books and records of the Companies for examination and copying by Seller for a claim asserted against a Seller by a Person other period of not less than five years following the Purchaser, or (ii) in connection with any claim by the Purchaser for indemnification pursuant to Section 9.02(a) or 9.02(b) Closing Date or any Third Party Claim; providedlonger period as mandated by applicable law or regulation, that (A) any such access pursuant to this clause (ii) shall be limited to that information that is reasonably related to the subject matter of such claim, (B) access shall not be permitted to information that is subject to a confidentiality obligation existing as of the date hereof in favor of a third party (provided, thatafter which, the Purchaser will have used commercially reasonable efforts Buyer or the Companies may destroy such records in its discretion. Access to obtain a waiver of such restriction) or privilege, (C) such access does records shall not unreasonably interfere with the normal business operations of the Buyer, any Company and its Subsidiaries, (D) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and the information sought and (E) nothing herein shall require the Company, the Purchaser or any of their respective Affiliates to provide access to or to disclose any information if such access or disclosure would be in violation of applicable Laws; provided further that if the Purchaser or the Representative or any Seller Indemnified Party files a claim or other Action with a court, arbitrator or other judicial body of competent jurisdiction with respect to such claim for indemnification, none of the Purchaser or its Affiliates successors. (including the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdingsb) shall thereafter have any obligation to provide pursuant to this Section 7.01 any access or information with respect to the matter which is the subject of such indemnification claim (or any related matters). Unless otherwise consented to in writing by the Representative, the Purchaser shall not, and shall not permit the Company or any of its Subsidiaries or the Blocker Entity or Trilogy Holdings to, for a period of four (4) years following Following the Closing Date, destroySeller shall allow Buyer, alter or otherwise dispose of any upon reasonable prior notice and during normal business hours, through its affiliates, employees and representatives, the right to (x) examine and make copies, at Buyer's expense, of the material books and records of the Company Seller retained by the Seller and its Subsidiariesmaintained by Seller after the Closing Date, but only to the extent that such books and records relate to the Companies; and (y) reasonable access to any of Seller's employees, in the case of either clause (x) or (y), for any reasonable purpose relating to the Companies including, without limitation, the Blocker Entity preparation or examination of Tax returns, regulatory and Trilogy Holdings statutory filings and financial statements and the conduct of any litigation or otherwise, or the conduct of any regulatory, policyholder or other dispute resolution whether pending or threatened. The Seller shall maintain such books and records for any examination and copying by the Buyer for a period prior to or on of not less than five years following the Closing Date without first giving reasonable prior notice to the Representative and offering to surrender to the Representative (at the Representative’s sole cost and expense) such material books and records or any portion thereof which are intended longer period as mandated by applicable law or regulation, after which, the Seller may destroy such records in its discretion. Access to be destroyed, altered such records shall not unreasonably interfere with the business operations of the Seller or disposed ofany successor company.

Post-Closing Access. From Subject to applicable Law and subject to Section 9.13(c), from and after the Closing, the Purchaser shall, Buyer shall and shall cause the Company its Subsidiaries to (i) retain all books, ledgers, files, reports, plans, operating records and any other material documents pertaining to Seller and its SubsidiariesAffiliates in existence at the Closing that are required to be retained under current retention policies (collectively, the Blocker Entity “Records”) for a period of seven years from the Closing Date and Trilogy Holdings to(ii) provide Seller, provide the Sellers and their authorized representatives at Seller’s expense, with reasonable access without hindering the normal operations of Buyer and its Subsidiaries (solely for the purpose of examining inspection and copying), during normal business hours, and upon reasonable advance notice and under the supervision of Buyer’s or its Subsidiaries’ personnel, to the books and records of the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings in such form as existed as of the Closing (i) in connection with any matter relating to or arising out of this Agreement or the transactions contemplated hereby (for example, in connection with the calculation of amounts under Section 11.08) or Records with respect to periods or occurrences prior to or on the Closing DateDate (subject to Buyer taking actions reasonably necessary to ensure compliance by Buyer and its Subsidiaries and their respective directors, officers and employees with any COVID-19 Measures). Notwithstanding anything to the extent contrary set forth in the foregoing provisions of this Section 5.2(b), Buyer and only its Subsidiaries may withhold access to documents or information that (A) in the extent needed for regulatoryreasonable judgment of Buyer would result in the disclosure of any Know How of third parties or violate any of its obligations with respect to confidentiality, financial reporting, Tax (B) would result in the disclosure of any privileged information of Buyer or audit purposes or in connection with a claim asserted against a Seller by a Person other than the Purchaser, any of its Affiliates; or (iiC) is reasonably related to any Action between the Parties (in connection with any claim which event the normal rules of discovery shall apply as provided by the Purchaser for indemnification pursuant to Section 9.02(a) or 9.02(b) or any Third Party ClaimLaws of the forum of such Action); provided, that such clause (A) shall not impede Seller’s or its Affiliates’ ability to access such Records reasonably necessary for Seller’s or its Affiliates’ defense against or assertion of any such access pursuant to this clause (ii) shall be limited to that information that is reasonably related to the subject matter of such third-party claim, (B) access shall not be permitted to information that is subject to a confidentiality obligation existing as cause of the date hereof in favor of a third party (providedaction, thatright or remedy, the Purchaser will have used commercially reasonable efforts to obtain a waiver of such restriction) or privilege, (C) such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries, (D) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and the information sought and (E) nothing herein shall require the Company, the Purchaser or any of their respective Affiliates to provide access to or to disclose any Action. All information if such access or disclosure would be in violation of applicable Laws; provided further that if the Purchaser or the Representative or any received by Seller Indemnified Party files a claim or other Action with a court, arbitrator or other judicial body of competent jurisdiction with respect to such claim for indemnification, none of the Purchaser or its Affiliates (including the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings) shall thereafter have any obligation to provide Subsidiaries pursuant to this Section 7.01 any access or information with respect to the matter which is the subject of such indemnification claim (or any related matters). Unless otherwise consented to in writing 5.2(b) shall be governed by the Representative, the Purchaser shall not, and shall not permit the Company or any of its Subsidiaries or the Blocker Entity or Trilogy Holdings to, for a period of four (4) years following the Closing Date, destroy, alter or otherwise dispose of any of the material books and records of the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings for any period prior to or on the Closing Date without first giving reasonable prior notice to the Representative and offering to surrender to the Representative (at the Representative’s sole cost and expense) such material books and records or any portion thereof which are intended to be destroyed, altered or disposed ofSection 5.12.

Post-Closing Access. From Subject to applicable Law and subject to Section 8.10(c), from and after the Closing, the Purchaser Buyers shall cause each Company to, and each Company shall, and Sellers shall cause (i) retain all books, ledgers, files, reports, plans, operating records and any other material documents pertaining to such Company or the Company and its SubsidiariesBusiness in existence at the Closing that are required to be retained under current retention policies (collectively, the Blocker Entity “Records”) until the earlier of five years from the Closing Date and Trilogy Holdings to, provide the date such Records would be destroyed in keeping with the record-keeping practices of the Companies or the Sellers as in effect on the Execution Date, and (ii) solely to the extent necessary for Buyer or Sellers, as applicable, to prepare financial statements or comply with applicable Law, any audit request, subpoena or other investigative demand by any Governmental Entity or to pursue or defend any Actions, or, in the case of Buyer, to facilitate transfer of information reasonably requested by Buyers with respect to overhead and shared services of the Business as of prior to Closing (x) provide Sellers or their authorized representatives at Sellers’ sole expense with reasonable access without hindering the normal operations of such Company (solely for the purpose of examining inspection and copying), and (y) provide Buyers or their Representatives at Buyers’ sole expense with reasonable access without hindering the normal operations of Sellers (solely for the purpose of inspection and copying), during normal business hours, and upon reasonable advance notice and under the supervision of Buyers’ personnel, to the books and records of the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings in such form as existed as of the Closing (i) in connection with any matter relating to or arising out of this Agreement or the transactions contemplated hereby (for example, in connection with the calculation of amounts under Section 11.08) or Records with respect to periods or occurrences prior to or on the Closing Date, to the extent and only to the extent needed for regulatory, financial reporting, Tax or audit purposes or in connection with a claim asserted against a Seller by a Person other than the Purchaser, or (ii) in connection with any claim by the Purchaser for indemnification pursuant to Section 9.02(a) or 9.02(b) or any Third Party Claim; provided, that the foregoing shall not require the applicable Party (A) to disclose any information, that in the reasonable judgment of Buyers would result in the disclosure of any trade secrets of the Companies, Buyers, Sellers and their Affiliates or of third parties or violate any of its obligations with respect to confidentiality or if any Law applicable to Buyers or the Companies requires any of the Companies to restrict or prohibit access to such access pursuant to this clause (ii) shall be limited to that information that is reasonably related to the subject matter of such claiminformation, (B) access shall not to disclose any privileged information of Buyers or the Companies (it being understood that information may be permitted to information that is subject to shared under a confidentiality obligation existing as of the date hereof in favor of a third party (provided, that, the Purchaser will have used commercially reasonable efforts to obtain a waiver of such restrictionjoint defense or similar agreement) or privilege, (C) such access does not unreasonably interfere to disclose information in connection with or in anticipation of an Action between Buyers and Sellers or their respective affiliates related to the normal operations of this Agreement or the Company Ancillary Agreements and its Subsidiaries, (D) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and thereby, to which the information sought and (E) nothing herein shall require the Company, the Purchaser or any rules of their respective Affiliates to provide access to or to disclose any information if such access or disclosure would be in violation of applicable Laws; provided further that if the Purchaser or the Representative or any Seller Indemnified Party files a claim or other Action with a court, arbitrator or other judicial body of competent jurisdiction with respect to such claim for indemnification, none of the Purchaser or its Affiliates (including the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings) shall thereafter have any obligation to provide pursuant to this Section 7.01 any access or information with respect to the matter which is the subject of such indemnification claim (or any related matters). Unless otherwise consented to in writing by the Representative, the Purchaser shall not, and shall not permit the Company or any of its Subsidiaries or the Blocker Entity or Trilogy Holdings to, for a period of four (4) years following the Closing Date, destroy, alter or otherwise dispose of any of the material books and records of the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings for any period prior to or on the Closing Date without first giving reasonable prior notice to the Representative and offering to surrender to the Representative (at the Representative’s sole cost and expense) such material books and records or any portion thereof which are intended to be destroyed, altered or disposed ofdiscovery will apply.

Post-Closing Access. From (a) PIL shall, and shall cause its Affiliates (including, after the Closing, the Purchaser Moneda Entities) to, preserve and keep all books and records and all information relating to the accounting, legal, Tax, regulatory, business and financial affairs of the Moneda Entities or assets that are obtained by PIL hereunder, for a reasonable period, which shall in no event be less than ten (10) years after the Closing Date, or for any longer period as may be (i) required by Applicable Law or any Governmental Authority or (ii) reasonably necessary with respect to the prosecution or defense of any Proceeding (including for these purposes, under Article 2 (The Transactions), Article 8 (Tax Matters) or Article 9 (Indemnification)) that is then pending or threatened in writing, or audit and with respect to which a Moneda Shareholder has notified PIL as to the need to retain such books, records or information. (b) Following the Closing, for so long as such information is retained by PIL in accordance with Section 5.5(a), PIL shall, and shall cause the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings Moneda Entities to, provide subject to Applicable Law, permit the Sellers Moneda Shareholders and their authorized representatives with Agents to have reasonable access (for the purpose of examining and copying), duplication rights during normal business hours, to the books and records of the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings in such form as existed as of the Closing (i) in connection with any matter relating to or arising out of this Agreement or the transactions contemplated hereby (for example, in connection with the calculation of amounts under Section 11.08) or with respect to periods or occurrences prior to or on the Closing Date, to the extent and only to the extent needed for regulatory, financial reporting, Tax or audit purposes or in connection with a claim asserted against a Seller by a Person other than the Purchaser, or (ii) in connection with any claim by the Purchaser for indemnification pursuant to Section 9.02(a) or 9.02(b) or any Third Party Claim; provided, that (A) any such access pursuant to this clause (ii) shall be limited to that information that is reasonably related to the subject matter of such claim, (B) access shall not be permitted to information that is subject to a confidentiality obligation existing as of the date hereof in favor of a third party (provided, that, the Purchaser will have used commercially reasonable efforts to obtain a waiver of such restriction) or privilege, (C) such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries, (D) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and the information sought and (E) nothing herein shall require the Company, the Purchaser or any of their respective Affiliates to provide access to or to disclose any information if such access or disclosure would be in violation of applicable Laws; provided further that if the Purchaser or the Representative or any Seller Indemnified Party files a claim or other Action with a court, arbitrator or other judicial body of competent jurisdiction with respect to such claim for indemnification, none of the Purchaser or its Affiliates (including the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings) shall thereafter have any obligation to provide pursuant to this Section 7.01 any access or information with respect to the matter which is the subject of such indemnification claim (or any related matters). Unless otherwise consented to in writing by the Representative, the Purchaser shall not, and shall not permit the Company or any of its Subsidiaries or the Blocker Entity or Trilogy Holdings to, for a period of four (4) years following the Closing Date, destroy, alter or otherwise dispose of any of the material books and records of the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings for any period prior to or on the Closing Date without first giving upon reasonable prior notice to the Representative and offering to surrender PIL, to the Representative information described in Section 5.5(a) and the Agents of PIL and the Moneda Entities to the extent that such access may be reasonably required in connection with (at i) the Representative’s sole cost and expensepreparation of any Tax Return, or with any audits or similar proceedings, (ii) such material books and records any Proceeding (including for these purposes, under Article 2 (The Transactions), Article 8 (Tax Matters) or Article 9 (Indemnification)) relating to a Moneda Shareholder or any portion thereof which are intended to be destroyed, altered Acquired Company or disposed of(iii) any Governmental Authority or regulatory matter.

Post-Closing Access. From and after the Closing, the Purchaser shall, and shall cause the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings Affiliates to, provide the Sellers and their authorized representatives with reasonable access (for the purpose of examining periods required under applicable Law and copying), during normal business hours, to the books and records of the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings in such form as existed as of any case for at least seven years after the Closing Date, (i) retain the Books and Records and any other books of account, records, files, invoices, correspondence and memoranda, customer and supplier lists, data, specifications, insurance policies, operating history information and inventory records in connection with any matter relating existence on the Closing Date that are Related to the Business that are provided by or arising out on behalf of this Agreement Seller Parent or its Subsidiaries to Purchaser or its Subsidiaries at the transactions contemplated hereby (for example, Closing in connection with the calculation Contemplated Transactions and (ii) upon the reasonable request of amounts under Section 11.08) Seller Parent, grant the right to Seller Parent, Seller and their respective Representatives, during regular business hours and subject to reasonable rules, regulations and requirements of Purchaser and its Affiliates, at the expense of Seller Parent, to inspect and copy such Books and Records or with respect to periods or occurrences prior to or on the Closing Date, such other documents to the extent necessary to prepare financial statements and only to the extent needed for regulatory, financial reporting, Tax or audit purposes or in connection with a claim asserted against a Seller by a Person other than the Purchaser, or (ii) in connection with any claim by the Purchaser for indemnification pursuant to Section 9.02(a) or 9.02(b) or any Third Party ClaimReturns; provided, however, that in no event shall Seller Parent, Seller or their Representatives have access to any information that, based on advice of Purchaser’s counsel, (A) would violate or create any such access pursuant to this clause (ii) shall be limited to that information that is reasonably related to the subject matter potential Liability of such claimPurchaser or any of its Subsidiaries under applicable Law, (B) access shall not be permitted would (x) result in the disclosure of any Trade Secrets of Purchaser or any of its Subsidiaries or of third parties or (y) violate any obligation of Purchaser or any of its Subsidiaries with respect to information that is subject to a confidentiality obligation existing as of the date hereof in favor of a third party (provided, that, the Purchaser will have used commercially reasonable efforts to obtain a waiver of such restriction) or privilegedata protection requirements, (C) such access does not would unreasonably interfere with disrupt the normal conduct of the business or operations of the Company and Purchaser or any of its Subsidiaries, (D) such access shall occur would result in such a manner as the Company reasonably determines to be appropriate to protect disclosure of any information referencing the confidentiality valuation of the transactions contemplated by this Agreement and the information sought and assets or businesses of Purchaser or its Subsidiaries or (E) nothing herein shall require would reasonably be expected to cause the Companyloss or waiver of the protection of any attorney-client privilege, the attorney work product privilege or other relevant legal privilege of Purchaser or any of their respective Affiliates to provide access to or to disclose any information if such access or disclosure would be in violation of applicable Laws; provided further that if the Purchaser or the Representative or any Seller Indemnified Party files a claim or other Action with a court, arbitrator or other judicial body of competent jurisdiction with respect to such claim for indemnification, none of the Purchaser or its Affiliates (including the Company and its Subsidiaries. All information received by Seller Parent, the Blocker Entity Seller and Trilogy Holdings) shall thereafter have any obligation to provide their Representatives pursuant to this Section 7.01 any access or information with respect to the matter which is the subject of such indemnification claim (or any related matters5.1(b) shall be governed by Section 5.14(a). Unless otherwise consented to in writing by the Representative, the Purchaser shall not, and shall not permit the Company or any of its Subsidiaries or the Blocker Entity or Trilogy Holdings to, for a period of four (4) years following the Closing Date, destroy, alter or otherwise dispose of any of the material books and records of the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings for any period prior to or on the Closing Date without first giving reasonable prior notice to the Representative and offering to surrender to the Representative (at the Representative’s sole cost and expense) such material books and records or any portion thereof which are intended to be destroyed, altered or disposed of.

Post-Closing Access. (a) From and after the Closing, the Purchaser Buyer shall, and shall cause its Subsidiaries (including the Company), at Seller’s reasonable written request, to, (i) give Seller and its Representatives reasonable access to the books and records Related to the Business or the Company prior to the Closing that, in each case, are in the possession or under the control of Buyer or its Subsidiaries immediately after the Closing, (ii) furnish to Seller and its Representatives such financial and operating data and other information Related to the Business or the Company prior to the Closing that, in each case, are in the possession or under the control of Buyer or its Subsidiaries immediately after the Closing and (iii) use commercially reasonable efforts to cause the employees of Buyer and its Subsidiaries (including the Company) to reasonably cooperate with Seller and its Representatives, in each case of clauses (i), (ii) and (iii), to the extent reasonably requested by Seller in connection with accounting, Tax and other similar needs, including responding to and addressing (x) any claim related to or arising from any Retained Liabilities or (y) information requests from any Governmental Entities. Buyer shall retain such books and records Related to the Business or the Company for a period of five (5) years after the Closing or, if shorter, the applicable period specified in Buyer’s document retention policy; provided, however, that Buyer shall notify Seller in writing at least thirty (30) days in advance of destroying any such books and records prior to the fifth (5th) anniversary of the Closing Date in order to provide Seller the opportunity to copy such books and records for use in the manner permitted by this Section 5.13(a). (b) From and after the Closing, Seller shall, and shall cause its Subsidiaries, the Blocker Entity and Trilogy Holdings at Buyer’s reasonable written request, to, provide the Sellers (i) give Buyer and their authorized representatives with its Representatives reasonable access (for the purpose of examining and copying), during normal business hours, to the books and records of the Company Seller and its Subsidiaries, Subsidiaries to the Blocker Entity and Trilogy Holdings in such form as existed as extent Related to the Business or the Company prior to the end of the term of the Transition Services Agreement that, in each case, are in the possession or under the control of Seller or its Subsidiaries immediately after the Closing, (ii) furnish to Buyer and its Representatives such financial and operating data and other information to the extent relating to the conduct of the Business or the Company prior to the end of the term of the Transition Services Agreement that, in each case, are in the possession or under the control of Seller or its Subsidiaries immediately after the Closing and (iii) use commercially reasonable efforts to cause the employees of the Seller and its Subsidiaries to reasonably cooperate with Buyer and its Representatives, in each case of clauses (i), (ii) in connection with any matter relating to or arising out of this Agreement or the transactions contemplated hereby and (for example, in connection with the calculation of amounts under Section 11.08) or with respect to periods or occurrences prior to or on the Closing Dateiii), to the extent reasonably requested by Buyer in connection with accounting, Tax, SEC reporting and only other similar needs to the extent needed Related to the Business or the Company prior to the end of the term of the Transition Services Agreement. Seller shall retain such books and records Related to the Business or the Company for regulatorya period of five (5) years after the Closing or, financial reportingif shorter, Tax or audit purposes or the applicable period specified in connection with a claim asserted against a Seller by a Person other than the Purchaser, or (ii) in connection with any claim by the Purchaser for indemnification pursuant to Section 9.02(a) or 9.02(b) or any Third Party ClaimSeller’s document retention policy; provided, however, that Seller shall notify Buyer in writing at least thirty (A30) days in advance of destroying any such books and records prior to the fifth (5th) anniversary of the Closing Date in order to provide Buyer the opportunity to copy such books and records for use in the manner permitted by this Section 5.13(b). (c) Any such access pursuant to this clause (iidescribed in Sections 5.13(a) and 5.13(b) above shall be limited to that information that is reasonably related to the subject matter of such claim, (B) access shall not be permitted to information that is subject to a confidentiality obligation existing as of the date hereof granted in favor of a third party (provided, that, the Purchaser will have used commercially reasonable efforts to obtain a waiver of such restriction) or privilege, (C) such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries, (D) such access shall occur in such a manner as not to interfere unreasonably with the Company reasonably determines to be appropriate to protect the confidentiality conduct of the transactions contemplated by this Agreement and business of the information sought and Party granting such access. The foregoing shall not require such Party (Ei) nothing herein shall require the Companyto permit any inspection, the Purchaser or any of their respective Affiliates to provide access to or to disclose any information if such access information, that would reasonably be expected to result in (A) the disclosure of any trade secrets of third parties or disclosure would be in (B) the violation of applicable Laws; provided further that if the Purchaser or the Representative or any Law by Seller Indemnified Party files a claim or other Action with a court, arbitrator or other judicial body of competent jurisdiction with respect to such claim for indemnification, none of the Purchaser or its Affiliates (including the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings) shall thereafter have any obligation to provide pursuant to this Section 7.01 any access or information with respect to the matter which is the subject of such indemnification claim (or any related matters). Unless otherwise consented to in writing by the Representative, the Purchaser shall not, and shall not permit the Company or any of its Subsidiaries or (ii) to disclose any privileged information of Seller or any of its Subsidiaries; provided, however, that in accordance with such trade secret or Law and in a manner that does not result in the Blocker Entity waiver of any such privilege, such Party shall use its commercially reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which these restrictions apply. Nothing in this Section 5.13 shall limit, expand or Trilogy Holdings tootherwise modify in any respect any rights any Party may have with respect to discovery or the production of documents or other information in connection with any litigation and, for a period the avoidance of four (4) years following the Closing Datedoubt, destroy, alter or otherwise dispose of any none of the material books provisions of this Section 5.13 shall require a Party to give to the other Party any information that would reasonably be expected to be relevant to any then existing actual or potential Action between the Parties. (d) From and records after the Closing, Seller, on the one hand, and Buyer, on the other hand, shall use their respective commercially reasonable efforts to make available to each other, upon reasonable written request, their (and their Affiliates’) respective officers, directors, employees and other Representatives for fact finding, consultation and interviews and as witnesses to the extent that any such individual may reasonably be required in connection with any Actions in which the requesting Party may from time to time be involved relating to the conduct of the Company and its Subsidiaries, Business or the Blocker Entity and Trilogy Holdings for any period Retained Businesses prior to or after the Closing (other than any dispute or Action between Seller, its Affiliates and their respective Representatives, on the Closing Date without first giving one hand, and Buyer, its Affiliates and their respective Representatives, on the other hand). Access to such Persons shall be granted during normal business hours at a location and in a manner reasonably calculated to minimize disruption to such individuals, the Business and the Retained Businesses, as applicable. Seller and Buyer agree to reimburse each other for reasonable prior notice out-of-pocket expenses, including attorneys’ fees, but excluding officers’ or employees’ salaries or other wages, incurred by any other Party in connection with providing individuals and witnesses pursuant to the Representative and offering to surrender to the Representative (at the Representative’s sole cost and expense) such material books and records or any portion thereof which are intended to be destroyed, altered or disposed ofthis Section 5.13(d).

Post-Closing Access. From Subject to the Transition Services Agreement, the Supply Agreement and the Trademark Coexistence Agreement and without limiting the obligations set forth in Section 8.1, from and after the Closing, each party hereto agrees that it will cooperate with and make available to the Purchaser shall, and shall cause the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings to, provide the Sellers and their authorized representatives with reasonable access (for the purpose of examining and copying)other party, during normal business hourshours and upon reasonable notice, to the books and records of the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings in such form as existed as of the Closing (i) all Books and Records and other documents related to the Business, (ii) information related to the Business and (iii) employees (without substantial disruption of employment), in each case which are necessary or useful in connection with any matter relating to audit, investigation or arising out of this Agreement dispute, any litigation or the transactions contemplated hereby (for example, in connection with the calculation of amounts under Section 11.08) or with respect to periods or occurrences prior to or on the Closing Date, to the extent and only to the extent needed for regulatory, financial reporting, Tax or audit purposes or in connection with a claim asserted against a Seller by a Person other than the Purchaser, or (ii) in connection with any claim by the Purchaser for indemnification pursuant to Section 9.02(a) or 9.02(b) investigation or any Third Party Claim; provided, that (A) other matter requiring any such access pursuant to this clause (ii) shall be limited to that Books and Records, information that is reasonably related to the subject matter of such claim, (B) access shall not be permitted to information that is subject to a confidentiality obligation existing as of the date hereof in favor of a third party (provided, that, the Purchaser will have used commercially or employees for any reasonable efforts to obtain a waiver of such restriction) or privilege, (C) such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries, (D) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and the information sought and (E) nothing herein shall require the Company, the Purchaser or any of their respective Affiliates to provide access to or to disclose any information if such access or disclosure would be in violation of applicable Laws; provided further that if the Purchaser or the Representative or any Seller Indemnified Party files a claim or other Action with a court, arbitrator or other judicial body of competent jurisdiction with respect to such claim for indemnification, none of the Purchaser or its Affiliates (including the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings) shall thereafter have any obligation to provide pursuant to this Section 7.01 any access or information with respect to the matter which is the subject of such indemnification claim (or any related matters)business purpose. Unless otherwise consented to in writing by the RepresentativeParent, Buyer Parent shall and shall cause Buyer, the Purchaser shall not, Purchased Entities and shall their Subsidiaries not permit the Company or any of its Subsidiaries or the Blocker Entity or Trilogy Holdings to, for a period of four six (46) years following after the Closing Date, destroy, alter or otherwise dispose of any Books and Records or information or portions thereof related to the Business and relating to periods prior to the Closing Date. Except in connection with uses contemplated by this Agreement, all information received pursuant to this Section 9.2 (the “Section 9.2 Information”) shall be kept confidential by the party obtaining such information (the “Receiving Party”), subject to any disclosure that is required to be made by such party in order to comply with applicable Laws or the rules or regulations of any securities exchange upon which its securities are traded. Notwithstanding the material books and records of the Company and its Subsidiariesforegoing, the Blocker Entity and Trilogy Holdings for any period Section 9.2 Information shall not include information that (a) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party, (b) was within the Receiving Party’s possession prior to it being furnished to such Receiving Party by Buyer (in the case of any Seller) or on any Seller (in the Closing Date without first giving reasonable prior notice case of Buyer), (c) becomes available to the Representative and offering to surrender to Receiving Party on a non-confidential basis from a source other than Buyer (in the Representative (at the Representative’s sole cost and expensecase of any Seller) such material books and records or any portion thereof which are intended to be destroyed, altered Seller (in the case of Buyer) or disposed of(d) is independently developed by the Receiving Party without violating the Receiving Party’s obligations hereunder.

Post-Closing Access. From (a) For a period of seven (7) years from the Closing Date, Xxxxx agrees that it will, and after will cause its Affiliates to, preserve and keep the books of accounts and financial and other records held by Xxxxx relating to the operation of the Business (including accountants’ work papers) solely with respect to the periods prior to and including the Closing. During such period, the Purchaser shallBuyer shall upon reasonable notice afford Seller or its Representatives reasonable access, and shall cause the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings to, provide the Sellers and their authorized representatives with reasonable access (for the purpose of examining and copying)at Seller’s sole expense, during normal business hours, to the such books and records of records, in each case to the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings in such form as existed as of the Closing extent necessary (i) in connection with any matter audit or investigation of, insurance claims by, Actions or disputes involving, or governmental investigations of, Seller or any of its Affiliates, (ii) in order to enable the Seller or Seller Parent to comply with its obligations under this Agreement, any of the other Related Documents and each other agreement, document or instrument contemplated hereby or thereby or (iii) for any other reasonable business purpose relating to the Seller, Seller Parent or arising out any of this Agreement or the transactions contemplated hereby (for exampletheir respective Affiliates, but excluding, in connection with each ​ ​ ​ case, any dispute between the calculation Seller, Seller Parent or any of amounts under Section 11.08) or with respect to periods or occurrences prior to or their Affiliates, on the Closing Dateone hand, and Buyer or any of its Affiliates, on the other hand, except as would be required by applicable Law or Order, civil process or applicable discovery rules. Notwithstanding anything to the extent and only contrary in this Agreement, Buyer shall not be required to the extent needed for regulatory, financial reporting, Tax disclose any information to Seller or audit purposes or in connection with a claim asserted against a Seller by a Person other than the Purchaser, or its Representatives under this Section 5.7(a) (iiA) in connection with any claim dispute or Action between the parties with respect to this Agreement and/or any Related Documents (other than as may be required by the Purchaser for indemnification pursuant to Section 9.02(a) or 9.02(b) or any Third Party Claim; provided, that (A) court of competent jurisdiction in connection with any such access pursuant to this clause (ii) shall be limited to that information that is reasonably related to the subject matter of such claimAction), or (B) access shall not be permitted to information that is subject to a confidentiality obligation existing if such disclosure would, as of the date hereof determined in favor of a third party Buyer’s reasonable discretion, (x) jeopardize any attorney-client or other legal privilege or (y) contravene any applicable Law, fiduciary duty or binding agreement (provided, thatin each case, the Purchaser Buyer will have used use commercially reasonable efforts to obtain provide such information in a waiver manner that does not result in the loss or impairment of such restrictionprivilege). All information received pursuant to this Section 5.7(a) shall be subject to Section 5.1. (b) For a period of seven (7) years from the Closing Date, Seller agrees that it will, and will cause its Affiliates to, preserve and keep the books of accounts and financial and other records held by Seller relating to the operation of the Business (including accountants’ work papers) solely with respect to the periods prior to and including the Closing. During such period, Seller shall upon reasonable notice afford Buyer or privilegeits Representatives reasonable access, at Buyer’s sole expense, during normal business hours, to such books and records in each case to the extent necessary (i) in connection with any audit or investigation of, insurance claims by, Actions or disputes involving, or governmental investigations of, Buyer or any of its Affiliates, (Cii) such access does not unreasonably interfere in order to enable Buyer to comply with the normal operations its obligations under this Agreement, any of the Company other Related Documents and each other agreement, document or instrument contemplated hereby or thereby or (iii) for any other reasonable business purpose relating to Buyer or any of its SubsidiariesAffiliates, (D) such access shall occur but excluding, in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and the information sought and (E) nothing herein shall require the Companyeach case, the Purchaser any dispute between Seller, Seller Parent or any of their respective Affiliates Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other hand, except as would be required by applicable Law or Order, civil process or applicable discovery rules. Notwithstanding anything to provide access to or the contrary in this Agreement, Seller shall not be required to disclose any information if such access to Buyer or disclosure would its Representatives under this Section 5.7(b) (A) in connection with any dispute or Action between the parties with respect to this Agreement and/or any Related Documents (other than as may be in violation of applicable Laws; provided further that if the Purchaser or the Representative or required by any Seller Indemnified Party files a claim or other Action with a court, arbitrator or other judicial body court of competent jurisdiction in connection with respect to any such claim for indemnificationAction), none of the Purchaser or its Affiliates (including the Company and its SubsidiariesB) if such disclosure would, the Blocker Entity and Trilogy Holdingsas determined in Seller’s reasonable discretion, (x) shall thereafter have jeopardize any obligation attorney-client or other legal privilege or (y) contravene any applicable Law, fiduciary duty or binding agreement (provided, in each case, Seller will use commercially reasonable efforts to provide such information in a manner that does not result in the loss or impairment of such privilege). All information received pursuant to this Section 7.01 any access or information with respect 5.7(b) shall be subject to the matter which is the subject of such indemnification claim (or any related matters). Unless otherwise consented to in writing by the Representative, the Purchaser shall not, and shall not permit the Company or any of its Subsidiaries or the Blocker Entity or Trilogy Holdings to, for a period of four (4) years following the Closing Date, destroy, alter or otherwise dispose of any of the material books and records of the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings for any period prior to or on the Closing Date without first giving reasonable prior notice to the Representative and offering to surrender to the Representative (at the Representative’s sole cost and expense) such material books and records or any portion thereof which are intended to be destroyed, altered or disposed ofSection 5.1.

Post-Closing Access. From and after Following the Closing, the Purchaser Buyer Parties shall, and shall cause the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings their respective subsidiaries to, provide permit the Sellers Seller, each Cash-Out Holder and their respective duly authorized representatives with reasonable access (for the purpose of examining subject to reasonable COVID-19-related health and copying), safety measures) during normal business hours, hours (upon reasonable advance written notice (e-mail being acceptable) to the Buyer) to all Contracts, books and records of and other documents, information, materials and data (in any media) relating to the Company and its SubsidiariesBusiness, the Blocker Entity and Trilogy Holdings in such form as existed as of Acquired Assets and/or the Closing (i) in connection with any matter relating to or arising out of this Agreement or the transactions contemplated hereby (for exampleAssumed Liabilities, in connection with the calculation of amounts under Section 11.08) or each case, with respect to periods or occurrences prior to or on the Closing Date, (and for any period ending after the Closing Date to the extent reasonably necessary for the Seller or the Cash-Out Holders to prepare and file their Tax Returns in accordance with applicable Law) for only to the extent needed for regulatoryfollowing reasons: (i) the preparation or examination of Tax Returns, regulatory filings and financial reportingstatements, Tax or audit purposes or in connection with a claim asserted against a Seller by a Person other than the Purchaser, or (ii) in connection with the conduct of any claim by Proceeding (whether pending or threatened) and (iii) the Purchaser for enforcement or discharge of its indemnification pursuant to Section 9.02(a) rights or 9.02(b) or any Third Party Claimother obligations under this Agreement; provided, provided that (A) any such access pursuant to this clause (ii) shall be limited to conducted in a manner that information that is reasonably related to the subject matter of such claim, (B) access shall not be permitted to information that is subject to a confidentiality obligation existing as of the date hereof in favor of a third party (provided, that, the Purchaser will have used commercially reasonable efforts to obtain a waiver of such restriction) or privilege, (C) such access does not unreasonably interfere with the normal operations of the Company Business. The Seller and its Subsidiarieseach Cash-Out Holder shall, (D) such access and shall occur in such a manner as the Company reasonably determines to be appropriate to protect cause their respective authorized representatives to, maintain the confidentiality of any such materials or information in accordance the transactions contemplated by terms of Section 6.07(c). Notwithstanding the obligations contained in this Agreement and the information sought and (E) nothing herein shall require the CompanySection 6.02(b), the Purchaser or any of their respective Affiliates Buyer Parties shall not be required to provide access to or to disclose any information if where such access or disclosure would or would reasonably be expect to jeopardize the attorney-client work product or other legal privilege of the Buyer Parties or violate or contravene applicable Law (other than books and records subject to joint defense or common interest privilege); provided that the Buyer Parties shall use commercially reasonable efforts to provide such information in a manner that does not result in a waiver of such privilege or violation or contravention of applicable Laws; provided further that if Law. Notwithstanding anything in this Agreement to the Purchaser contrary, the Seller shall have the right, subject to compliance with all applicable Laws and the confidentiality obligations set forth in Section 6.07(c), to retain copies of books and records and other documents, information, materials and data (in any media) (including, for the avoidance of doubt, Tax Returns and other information and documents relating to Tax matters) of the Business (A) relating to information (including personnel and similar records) regarding the Seller Business Employees or relating to the Representative Tax Returns of or relating to the Business, (B) as required by applicable Law, Order or request of any Governmental Authority with applicable jurisdiction or (C) as may be necessary for the Seller and its Affiliates to perform their respective obligations pursuant to this Agreement or any Seller Indemnified Party files a claim or other Action with a courtTransaction Document. The Buyer agrees that, arbitrator or other judicial body of competent jurisdiction with respect to such claim for indemnificationall original books and records and other documents, none information, materials and data of the Purchaser or its Affiliates Business included in the Acquired Assets, it will (including x) comply in all material respects with all applicable Laws relating to the Company preservation and its Subsidiariesretention of records, (y) apply preservation and retention policies that are no less stringent than those generally applied by the Blocker Entity and Trilogy Holdings) shall thereafter have any obligation Buyer Parties from time to provide pursuant to this Section 7.01 any access or information time with respect to the matter which is the subject of their own businesses and (z) maintain such indemnification claim (or any related matters). Unless otherwise consented to in writing books and records and other documents, information, materials and data for examination and copying by the Representative, Seller (such copying to be at the Purchaser shall not, and shall not permit expense of the Company or any of its Subsidiaries or the Blocker Entity or Trilogy Holdings to, Seller) for a period of four six (46) years following the Closing Date, destroy, alter or otherwise dispose of any of the material books and records of the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings for any period prior to or on the Closing Date without first giving reasonable prior notice to the Representative and offering to surrender to the Representative (at the Representative’s sole cost and expense) such material books and records or any portion thereof which are intended to be destroyed, altered or disposed ofClosing.

Post-Closing Access. From (a) Each of Seller and after the Closing, the Purchaser Buyer shall, and shall cause any its respective Affiliates (as applicable) to, preserve and keep all books and records and all information relating to the Company accounting, legal, regulatory, business and financial affairs of the Business that are retained by Seller or any of its SubsidiariesAffiliates, or generated by the Seller-Controlled Assets held or employed by Seller or any of its Affiliates, or are obtained by Buyer hereunder, as the case may be, for a reasonable period (not less than ten (10) years) after the Closing Date, or for any longer period as may be (i) required by Law (including any statute of limitations and applicable extensions thereof) or any Governmental Entity or (ii) reasonably necessary with respect to the investigation, prosecution or defense of any legal or regulatory action that is then pending or threatened or audit and with respect to which the requesting party has notified the other party as to the need to retain such books, records or information; provided, however, that such information shall not include in the case of Seller or any of its Affiliates, the Blocker Entity information set forth in Section 2.2(s) of the Seller Disclosure Letter. Each of Seller and Trilogy Holdings to, Buyer shall provide the Sellers other with written notice thirty (30) Business Days prior to transferring, destroying or discarding the last copy of any records, books, work papers, reports, correspondence and other similar materials, and the other party shall have the right, at Seller’s expense, to reproduce or take any such materials, if such other party provides written notice stating its intent to reproduce or take such materials no later than twenty (20) Business Days after having received notice that such materials are to be transferred, destroyed, or discarded. (b) Following the Closing, for so long as such information is retained by Buyer in accordance with Section 5.6(a), Buyer and any applicable Affiliates shall permit Seller or its Affiliates and their authorized representatives with Representatives to have reasonable access (for the purpose of examining and copying), duplication rights during normal business hours, upon reasonable prior notice to Buyer or such Affiliates, to the books and records of information described in Section 5.6(a) to the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings extent that such access may be reasonably required in such form as existed as of the Closing connection with (i) in connection preparation of any accounting records or with any matter relating to audits or arising out of this Agreement or the transactions contemplated hereby (for examplesimilar proceedings, in connection with the calculation of amounts under Section 11.08) or with respect to periods or occurrences prior to or on the Closing Date, to the extent and only to the extent needed for regulatory, financial reporting, Tax or audit purposes or in connection with a claim asserted against a Seller by a Person other than the Purchaser, or (ii) in connection with any claim by the Purchaser for indemnification pursuant Action relating to Section 9.02(a) or 9.02(b) or any Third Party Claim; provided, that (A) any such access pursuant to this clause (ii) shall be limited to that information that is reasonably related to the subject matter of such claim, (B) access shall not be permitted to information that is subject to a confidentiality obligation existing as of the date hereof in favor of a third party (provided, that, the Purchaser will have used commercially reasonable efforts to obtain a waiver of such restriction) or privilege, (C) such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries, (D) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and the information sought and (E) nothing herein shall require the Company, the Purchaser or any of their respective Affiliates to provide access to or to disclose any information if such access or disclosure would be in violation of applicable Laws; provided further that if the Purchaser or the Representative or any Seller Indemnified Party files a claim or other Action with a court, arbitrator or other judicial body of competent jurisdiction with respect to such claim for indemnification, none of the Purchaser or its Affiliates (including or the Company and its Subsidiaries, operation of the Blocker Entity and Trilogy Holdings) shall thereafter have any obligation to provide pursuant to this Section 7.01 any access or information with respect Business prior to the Effective Time, (iii) any Governmental Filing or regulatory matter which is the or (iv) subject of such indemnification claim (to Section 5.4(c), any other valid legal or any related matters)business purpose. Unless otherwise consented to in writing by the Representative, the Purchaser shall not, and shall not permit the Company or any of its Subsidiaries or the Blocker Entity or Trilogy Holdings to, for For a period of four ten (410) years following the Closing Date, destroyBuyer and any applicable Affiliates shall allow Seller or its Affiliates and their authorized Representatives to have access to Buyer’s Representatives, alter upon reasonable prior notice and during normal business hours, for any reasonable business purpose relating to the Business, including in connection with Seller’s preparation or otherwise dispose examination of regulatory and statutory filings and financial statements, and the conduct of any audit or investigation by a Governmental Entity or any litigation relating to the Business (other than any litigation or dispute between Seller or its Affiliates, on the one hand, and Buyer or its Affiliates, on the other hand), or the pursuit or defense of any other Asserted Liability (whether or not such Asserted Liability is the material books and records subject of an indemnification claim by a Buyer Indemnified Party or Seller Indemnified Party), whether pending or threatened. (c) Following the Company Closing, for so long as such information is retained by Seller in accordance with Section 5.6(a), Seller shall permit Buyer and its Subsidiariesauthorized Representatives to have reasonable access and duplication rights during normal business hours, the Blocker Entity and Trilogy Holdings for any period prior to or on the Closing Date without first giving upon reasonable prior notice to the Representative and offering to surrender Seller, to the Representative information described in Section 5.6(a) to the extent that such access may be reasonably required in connection with (at the Representative’s sole cost and expensei) such material books and preparation of any accounting records or with any portion thereof which are intended audits or similar proceedings, (ii) any Action relating to be destroyedthe Business, altered the Purchased Assets or disposed ofthe Assumed Liabilities, (iii) any Governmental Filing or regulatory matter or (iv) any other valid legal or business purpose. For a period of ten (10) years following the Closing Date, Seller and any applicable Affiliates shall allow Buyer or its Affiliates and their authorized Representatives to have access to Seller’s Representatives, upon reasonable prior notice and during normal business hours, for any reasonable business purpose relating to the Business, including in connection with Buyer’s preparation or examination of regulatory and statutory filings and financial statements, and the conduct of any audit or investigation by a Governmental Entity or any litigation relating to the Business (other than any litigation or dispute between Seller or its Affiliates, on the one hand, and Buyer or its Affiliates, on the other hand), or the pursuit or defense of any other Asserted Liability (whether or not such Asserted Liability is the subject of an indemnification claim by a Buyer Indemnified Party or Seller Indemnified Party), whether pending or threatened.

Post-Closing Access. (a) From the date hereof through the Closing Date, Parent and after Buyer shall be entitled, through their respective employees and representatives, to enter upon and make such reasonable investigation of the assets, properties (including the right to perform environmental assessments and audits), business and operations of Seller and its Subsidiaries to the extent they relate to the Business or the Acquired Assets, and such examination of the books and records, financial condition and operations of the Business and the Acquired Assets as Buyer may reasonably request, including pursuant to access to Seller’s (or its Subsidiaries’) customers, vendors, suppliers and creditors. Any such investigation and examination shall be conducted at reasonable times upon reasonable prior notice to Seller and under reasonable circumstances; provided, however, that such investigation shall not unreasonably interfere with the business operations of Seller. No information or knowledge obtained in any investigation pursuant to this Section 6.1(a) shall affect or be deemed to modify any representation or warranty contained in this Agreement or the conditions to the obligations of the parties to consummate the Acquisition Transactions. (b) Following the Closing, each party will afford the Purchaser shallother party, its counsel, and shall cause the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings to, provide the Sellers and their authorized representatives with reasonable access (for the purpose of examining and copying)accountants, during normal business hours, reasonable access to the books Books and records of Records and other data relating to the Company and its SubsidiariesAcquired Assets, the Blocker Entity Assumed Liabilities, the Excluded Assets, the Excluded Liabilities and Trilogy Holdings the Business before the Closing, in such form as existed as of each case in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the other party in connection with (i) the preparation of Tax Returns; (ii) the determination or enforcement of rights and obligations under this Agreement; (iii) compliance with the requirements of any Governmental Entity; or (iv) in connection with any matter relating to actual or arising out of this Agreement threatened Action or the transactions contemplated hereby (for example, in connection with the calculation of amounts under Section 11.08) or with respect to periods or occurrences prior to or on the Closing Date, to the extent and only to the extent needed for regulatory, financial reporting, Tax or audit purposes or in connection with a claim asserted against a Seller by a Person other than the Purchaser, or (ii) in connection with any claim by the Purchaser for indemnification pursuant to Section 9.02(a) or 9.02(b) or any Third Party Claim; provided, that (A) any such access pursuant to this clause (ii) shall be limited to that information that is reasonably related to the subject matter of such claim, (B) access shall not be permitted to information that is subject to a confidentiality obligation existing as of the date hereof in favor of a third party (provided, that, the Purchaser will have used commercially reasonable efforts to obtain a waiver of such restriction) or privilege, (C) such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries, (D) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and the information sought and (E) nothing herein shall require the Company, the Purchaser or any of their respective Affiliates to provide access to or to disclose any information if such access or disclosure would be in violation of applicable Laws; provided further that if the Purchaser or the Representative or any Seller Indemnified Party files a claim or other Action with a court, arbitrator or other judicial body of competent jurisdiction with respect to such claim for indemnification, none of the Purchaser or its Affiliates (including the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings) shall thereafter have any obligation to provide pursuant to this Section 7.01 any access or information with respect to the matter which is the subject of such indemnification claim (or any related matters). Unless otherwise consented to in writing by the Representative, the Purchaser shall not, and shall not permit the Company or any of its Subsidiaries or the Blocker Entity or Trilogy Holdings to, for a period of four (4) years following the Closing Date, destroy, alter or otherwise dispose of any of the material books and records of the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings for any period prior to or on the Closing Date without first giving reasonable prior notice to the Representative and offering to surrender to the Representative (at the Representative’s sole cost and expense) such material books and records or any portion thereof which are intended to be destroyed, altered or disposed ofProceeding.

Post-Closing Access. (a) From the date hereof through the Closing Date, Buyer shall be entitled, through its employees and after representatives, to enter upon and make such reasonable investigation of the assets, properties (including the right to perform environmental assessments and audits), business and operations of the Seller and their Subsidiaries to the extent they relate to the Business or the Acquired Assets, and such examination of the books and records, financial condition and operations of the Business and the Acquired Assets as Buyer may reasonably request, including pursuant to access to the Seller (or their Subsidiaries’) customers, vendors, suppliers and creditors. Any such investigation and examination shall be conducted at reasonable times upon reasonable prior notice to Seller and under reasonable circumstances; provided, however, that such investigation shall not unreasonably interfere with the business operations of Seller. No information or Knowledge obtained in any investigation pursuant to this Section 6.1 shall affect or be deemed to modify any representation or warranty contained in this Agreement or the conditions to the obligations of the parties to consummate the Acquisition Transactions. (b) Following the Closing, each party will afford the Purchaser shallother party, its counsel, and shall cause the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings to, provide the Sellers and their authorized representatives with reasonable access (for the purpose of examining and copying)accountants, during normal business hours, reasonable access to the books Books and records of Records and other data relating to the Company and its SubsidiariesAcquired Assets, the Blocker Entity Assumed Liabilities, the Excluded Assets, the Excluded Liabilities and Trilogy Holdings the Business before the Closing, in such form as existed as of each case in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the other party in connection with (i) the preparation of Tax Returns; (ii) the determination or enforcement of rights and obligations under this Agreement; (iii) compliance with the requirements of any Governmental Entity; or (iv) in connection with any matter relating to actual or arising out of this Agreement threatened Action or the transactions contemplated hereby (for example, in connection with the calculation of amounts under Section 11.08) or with respect to periods or occurrences prior to or on the Closing Date, to the extent and only to the extent needed for regulatory, financial reporting, Tax or audit purposes or in connection with a claim asserted against a Seller by a Person other than the Purchaser, or (ii) in connection with any claim by the Purchaser for indemnification pursuant to Section 9.02(a) or 9.02(b) or any Third Party Claim; provided, that (A) any such access pursuant to this clause (ii) shall be limited to that information that is reasonably related to the subject matter of such claim, (B) access shall not be permitted to information that is subject to a confidentiality obligation existing as of the date hereof in favor of a third party (provided, that, the Purchaser will have used commercially reasonable efforts to obtain a waiver of such restriction) or privilege, (C) such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries, (D) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and the information sought and (E) nothing herein shall require the Company, the Purchaser or any of their respective Affiliates to provide access to or to disclose any information if such access or disclosure would be in violation of applicable Laws; provided further that if the Purchaser or the Representative or any Seller Indemnified Party files a claim or other Action with a court, arbitrator or other judicial body of competent jurisdiction with respect to such claim for indemnification, none of the Purchaser or its Affiliates (including the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings) shall thereafter have any obligation to provide pursuant to this Section 7.01 any access or information with respect to the matter which is the subject of such indemnification claim (or any related matters). Unless otherwise consented to in writing by the Representative, the Purchaser shall not, and shall not permit the Company or any of its Subsidiaries or the Blocker Entity or Trilogy Holdings to, for a period of four (4) years following the Closing Date, destroy, alter or otherwise dispose of any of the material books and records of the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings for any period prior to or on the Closing Date without first giving reasonable prior notice to the Representative and offering to surrender to the Representative (at the Representative’s sole cost and expense) such material books and records or any portion thereof which are intended to be destroyed, altered or disposed ofProceeding.

Post-Closing Access. From and after (a) Neither Seller nor its Affiliates, on the one hand, nor Buyer nor its Affiliates, on the other hand, shall destroy or otherwise dispose of any books or records or any information relating to the accounting, Tax, regulatory, business or financial affairs of the Company, the Company Subsidiaries or any of their Subsidiaries, or any of their respective Affiliates, as the case may be, which information relates to the Business prior to the Closing, prior to the Purchaser shallseventh (7th) anniversary of the Closing Date without first providing the other party reasonable advance notice with respect to such destruction or other disposition and a reasonable opportunity to take possession of such books, records and information. Notwithstanding the foregoing, neither such party shall cause be permitted to review or take possession of books, records or information that (1) could reasonably be expected to violate any Contract or Law to which Seller or Buyer and their respective Affiliates, as applicable, is a party or is subject, (2) the other party believes in good faith could reasonably be expected to result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges) or (3) would result in the disclosure of any competitively sensitive information of Seller or Buyer and their respective Affiliates, as applicable. (b) Following the Closing, for so long as such information is retained by Buyer in accordance with Section 5.7(a), Buyer, the Company and the Company Subsidiaries shall permit Seller and its Subsidiaries, the Blocker Entity and Trilogy Holdings to, provide the Sellers and their authorized representatives with Representatives to have reasonable access (for the purpose of examining and copying), during normal business hours, upon reasonable prior notice to Buyer, the Company or a Company Subsidiary, as applicable, to the books and records of information described in Section 5.7(a) to the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings extent that such access may be reasonably required in such form as existed as of the Closing connection with (i) in connection with the preparation of any matter relating to or arising out of this Agreement or the transactions contemplated hereby (for exampleTax Return, in connection with the calculation of amounts under Section 11.08) accounting records or with respect to periods any Tax Claim or occurrences similar proceedings, (ii) any Action relating to Seller, the Company, a Company Subsidiary or any of their Subsidiaries or the Business, (iii) any Governmental Filing or matter (including investigations by Governmental Entities), (iv) the performance of Seller’s obligations pursuant to Section 5.10 and Section 5.18 or (v) any other valid legal or business purpose provided, however, that in no event shall either party have access or duplication rights with respect to any (1) information if doing so (A) could reasonably be expected to violate any Contract or Law to which Seller or Buyer and their respective Affiliates, as applicable, is a party or is subject, (B) the other party believes in good faith could reasonably be expected to result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges) or (C) would result in the disclosure of any competitively sensitive information of Seller or Buyer and their respective Affiliates, as applicable or (2) any consolidated, combined, affiliated or unitary Tax Return which includes Buyer or any of its Affiliates or any Tax-related work papers, except, in each case, for such Tax Returns and Tax-related work papers that relate solely to the Company or any Company Subsidiary. (c) Following the Closing, for so long as such information is retained by Seller in accordance with Section 5.7(a), Seller shall permit Buyer and its authorized Representatives to have reasonable access and duplication rights during normal business hours, upon reasonable prior notice to Seller, to the information described in Section 5.7(a) to the extent that such access may be reasonably required in connection with (i) the preparation of any Tax Return, accounting records or on with any Tax Claim or similar proceedings, (ii) any Action relating to the Closing DateCompany, a Company Subsidiary or any of their Subsidiaries or the Business, (iii) any Governmental Filing or matter (including investigations by Governmental Entities) or (iv) any other valid legal or business purpose; provided, however, that in no event shall Buyer have access or duplication rights with respect to any consolidated, combined, affiliated or unitary Tax Return which includes Seller or any of its Affiliates or any Tax-related work papers, except, in each case, for such Tax Returns and Tax-related work papers that relate solely to the Company or any Company Subsidiary; provided, further, that, to the extent and only to additional information concerning the extent needed for regulatory, financial reporting, Tax or audit purposes or in connection with a claim asserted against a Seller by a Person other than the Purchaser, or (ii) in connection with any claim by the Purchaser for indemnification pursuant to Section 9.02(a) or 9.02(b) or any Third Party Claim; provided, that (A) any such access pursuant to this clause (ii) shall be limited to that information that is reasonably related to the subject matter Taxes of such claim, (B) access shall not be permitted to information that is subject to a confidentiality obligation existing as of the date hereof in favor of a third party (provided, that, the Purchaser will have used commercially reasonable efforts to obtain a waiver of such restriction) or privilege, (C) such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries, (D) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and the information sought and (E) nothing herein shall require the Company, the Purchaser or any of their respective Affiliates to provide access to or to disclose any information if such access or disclosure would be in violation of applicable Laws; provided further that if the Purchaser or the Representative or any Seller Indemnified Party files a claim or other Action with a court, arbitrator or other judicial body of competent jurisdiction with respect to such claim for indemnification, none of the Purchaser or its Affiliates (including the Company and its Subsidiaries, the Blocker Entity and Trilogy Holdings) shall thereafter have any obligation to provide pursuant to this Section 7.01 any access or information with respect to the matter which is the subject of such indemnification claim (or any related matters). Unless otherwise consented to in writing by the Representative, the Purchaser shall not, and shall not permit the Company or any of its the Company Subsidiaries is required in order for Buyer, the Company or the Blocker Entity or Trilogy Holdings to, for a period of four (4) years following the Closing Date, destroy, alter or otherwise dispose of any of the material books and records Company Subsidiaries to comply with a request for information from a Tax authority during the course of a Tax Claim, Seller shall cooperate in good faith to provide Buyer with such information relating solely to the Taxes of the Company or the Company Subsidiaries (including a pro-forma tax return which includes only the Company and its the Company Subsidiaries, the Blocker Entity and Trilogy Holdings ) that complies with such request for any period prior to or on the Closing Date without first giving reasonable prior notice to the Representative and offering to surrender to the Representative (at the Representative’s sole cost and expense) such material books and records or any portion thereof which are intended to be destroyed, altered or disposed ofinformation.