Common use of Preservation of Books and Records Clause in Contracts

Preservation of Books and Records. (a) The Sellers and their Affiliates shall have the right to make and retain copies (at their sole expense) of all books and records relating to the Transferred Assets for the periods ending on or before the Closing Date. The Buyer agrees that it shall preserve and keep all original books and records in respect of the Transferred Assets in the possession or control of the Buyer or its Affiliates for at least the longer of (i) any applicable statute of limitations and (ii) a period of six (6) years from the Closing Date. The Sellers and their Affiliates shall also have the right to retain all original IRS Forms W-8 and W-9 in respect of the Transferred Assets relating to periods ending on or before the Closing Date. (b) During such six (6)-year or longer period, (i) representatives of the Sellers and their Affiliates shall, upon reasonable notice and for any reasonable business purpose, have access during normal business hours to confidentially examine, inspect and copy such books and records and (ii) the Buyer shall provide to the Sellers or their Affiliates access to such books and records relating to the Transferred Assets as the Sellers or their Affiliates shall reasonably request in connection with any action, suit, arbitration, proceeding or investigation to which a Seller or any of its Affiliates are parties or in connection with the requirements of any Applicable Law applicable to a Seller or any of its Affiliates. The Sellers or their Affiliates, as applicable, shall return such original books and records to the Buyer or such Affiliate of the Buyer as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence. (c) After such six (6)-year or longer period, before the Buyer or any Affiliate of the Buyer shall dispose of any of such books and records, the Buyer shall give at least ninety (90) days’ prior written notice of such intention to dispose to the Sellers, and the Sellers or any of their Affiliates shall be given an opportunity, at their cost and expense, to remove and retain all or any part of such books and records as it may elect.

Preservation of Books and Records. (a) The Sellers and their Affiliates shall have the right to make and retain copies (at their sole expense) of all books and records of the Business relating to the Transferred Assets for the periods ending on or before prior to the Closing Date, which books and records shall be deemed confidential information of the Buyer as of the Closing and subject to Section 5.04. The Buyer Each party agrees that it shall preserve and keep keep, or cause to be preserved and kept, all original books and records in respect of the Transferred Assets Business relating to periods ending on or prior to the Closing Date in the possession or control of the Buyer such party or its Affiliates for at least the longer of (ia) any requirement under any applicable statute of limitations and Law or (iib) a period of six (6) years from the Closing Date. The Sellers and their Affiliates shall also have the right to retain all original IRS Forms W-8 and W-9 in respect of the Transferred Assets relating to periods ending on or before the Closing Date. (b) During such six (6)-year 6) year or longer period, (i) representatives Representatives of the Sellers and their Affiliates each party shall, upon reasonable notice and for any reasonable business purpose, have access during normal business hours to confidentially examine, inspect and copy (at the expense of the requesting party) such books and records records. During such six (6) year or longer period, the Sellers, on the one hand, and (ii) the Buyer Buyer, on the other hand, shall provide each other with, or cause to the Sellers or their Affiliates access be provided to each other, such original books and records relating to of the Transferred Assets Business as the Sellers or their Affiliates such other party shall reasonably request in connection with any action, suit, arbitration, proceeding or investigation Action to which a Seller such other party or any of its Affiliates are parties or in connection with the requirements of any Applicable Law applicable to a Seller or any of its Affiliatessuch other party. The Sellers or their Affiliates, as applicable, other party shall return such original books and records to the Buyer providing party or such Affiliate of the Buyer as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence. (c) . After such six (6)-year 6) year or longer period, before the Buyer Sellers, on the one hand, and the Buyer, on the other hand (or any Affiliate of the Buyer their respective Affiliates) shall dispose of any of such books and records, the Buyer such party shall give at least ninety sixty (9060) days’ prior written notice of such intention to dispose to the Sellersother party, and the Sellers or any of their Affiliates other party shall be given an opportunity, at their its cost and expense, to remove and retain all or any part of such books and records as it the other party may elect. If so requested by a party, the other party shall enter into a customary joint defense agreement with the requesting party with respect to any information to be provided to a party pursuant to this Section 5.03. Notwithstanding anything in this Agreement to the contrary, nothing in this Section 5.03 shall require the Buyer or the Sellers, as the case may be, to make available any such records in connection with any indemnity claim hereunder made by any Buyer Indemnified Party or TCCC Indemnified Party, as applicable, which claim shall be subject to applicable rules of discovery.

Preservation of Books and Records. (a) The Sellers Parent and their its Affiliates shall have the right to make and retain copies (at their sole expense) of all books and records of the Acquired Stores relating to the Transferred Assets for the periods ending on or before prior to the Closing Date. The Buyer agrees that it shall preserve and keep keep, or cause to be preserved and kept, all original books and records in respect of the Transferred Assets Acquired Stores in the possession or control of the Buyer or its Affiliates for at least the longer of (ia) any applicable statute of limitations and (iib) a period of six seven (67) years from the final Subsequent Closing Date. The Sellers and their Affiliates shall also have the right to retain all original IRS Forms W-8 and W-9 in respect of the Transferred Assets relating to periods ending on or before the Closing Date. (b) During such six (6)-year or longer period, (ix) representatives Representatives of the Sellers Seller and their its Affiliates shall, upon reasonable notice and for any reasonable business purpose, have access during normal business hours to confidentially examine, inspect and copy such books and records and (iiy) the Buyer shall provide provide, or cause to the Sellers be provided to, Seller or their Affiliates its Affiliates, access to such original books and records relating to of the Transferred Assets Acquired Stores as the Sellers Seller or their its Affiliates shall reasonably request in connection with any action, suit, arbitration, proceeding or investigation Action to which a Seller or any of its Affiliates are parties or in connection with the requirements of any Applicable Law applicable to a Seller or any of its Affiliates. The Sellers Seller or their its Affiliates, as applicable, shall return such original books and records to the Buyer or such Affiliate of the Buyer as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence. (c) . After such six (6)-year seven-year or longer period, before the Buyer or any Affiliate of the Buyer its Affiliates shall dispose of any of such books and records, the Buyer shall give at least ninety (90) days’ prior written notice of such intention to dispose to the SellersSeller, and the Sellers Seller or any of their its Affiliates shall be given an opportunity, at their its cost and expense, to remove and retain all or any part of such books and records as it may elect. If so requested by Buyer, Seller or any of its Affiliates shall enter into a customary joint defense agreement with Buyer or its Affiliates with respect to any information to be provided to Seller or its Affiliates pursuant to this Section 5.03.

Preservation of Books and Records. (a) The Sellers For a period ending upon the later of (i) seven years from the end of the calendar year in which the Closing occurs or (ii) the expiration of any applicable statute of limitations, including any extensions thereof (the “Information Maintenance Period”): (i) Buyer shall not dispose of or destroy any of the books and their Affiliates records of the Acquired Entities or the Acton Business relating to periods prior to the Closing (“Books and Records”) without first offering to turn over possession thereof to Seller by written notice to Seller at least 90 days prior to the proposed date of such disposition or destruction; (ii) Buyer shall allow Seller and its agents and Representatives access to all Books and Records on reasonable notice and at reasonable times in connection with any Tax claim, Tax Proceeding or other investigation by a Governmental Entity, any claim by or against a third party or any other proper purpose (but excluding in connection with any claim or dispute among the Parties hereto, other than as contemplated by Section 1.3) at Buyer’s principal place of business or at any location where any Books and Records are stored, and Seller shall have the right (at Seller’s own expense) to make copies of any such Books and retain copies (at their sole expense) Records; provided, that any such access or copying shall be had or done in such a manner so as not to unreasonably disrupt or unduly interfere with the normal conduct of all books and records relating business or operations of the Acquired Entities. Notwithstanding the foregoing, Buyer may restrict the foregoing access solely to the Transferred Assets for extent that in the periods ending reasonable judgment of Buyer, based on the advice of legal counsel, any Law applicable to Buyer or before the Closing Date. The Buyer agrees that any Acquired Entity requires it shall preserve and keep all original books and records in respect to restrict access to any such information of the Transferred Assets Acquired Entities and in no event shall any Acquired Entity be required to provide any documents or other information covered by attorney-client privilege, the possession attorney work product doctrine or control other similar protection (provided that Buyer and the Acquired Entities shall use reasonable efforts to provide extracts or summaries of such protected information or to otherwise provide such protected information in a manner that does not jeopardize the applicable protection); and (iii) Buyer shall use commercially reasonable efforts to make available to Seller upon reasonable advanced written notice and at times and locations convenient to Buyer: (1) Buyer’s personnel to reasonably assist Seller in locating and obtaining any Books and Records, and (2) any of Buyer’s personnel whose assistance or participation is reasonably required by Seller or its Affiliates in anticipation of or preparation for, or for at least the longer of (i) any applicable statute of limitations and (ii) a period of six (6) years from the Closing Date. The Sellers and their Affiliates shall also have the right to retain all original IRS Forms W-8 and W-9 depositions or testimony in, existing or future litigation or other matters in respect of the Transferred Assets relating to periods ending on or before the Closing Date. (b) During such six (6)-year or longer period, (i) representatives of the Sellers and their Affiliates shall, upon reasonable notice and for any reasonable business purpose, have access during normal business hours to confidentially examine, inspect and copy such books and records and (ii) the Buyer shall provide to the Sellers or their Affiliates access to such books and records relating to the Transferred Assets as the Sellers or their Affiliates shall reasonably request in connection with any action, suit, arbitration, proceeding or investigation to which a Seller or any of its Affiliates are parties or is involved. Seller shall reimburse Buyer for the reasonable and documented out-of-pocket expenses incurred by it in connection with performing the requirements of any Applicable Law applicable to a Seller or any of its Affiliates. The Sellers or their Affiliates, as applicable, shall return such original books and records to the Buyer or such Affiliate of the Buyer as soon as such books and records are no longer needed covenants contained in connection with the circumstances described in the immediately preceding sentencethis Section 5.2(a). (cb) After such six (6)-year The Information Maintenance Period shall be extended in the event that any litigation or longer period, before investigation has been commenced or is pending or threatened in writing at the Buyer or any Affiliate of the Buyer shall dispose of any termination of such books and records, the Buyer shall give at least ninety (90) days’ prior written notice of such intention to dispose to the SellersInformation Maintenance Period, and the Sellers such extension shall continue until any such litigation or any of their Affiliates shall be given an opportunity, at their cost and expense, to remove and retain all investigation has been settled through judgment or any part of such books and records as it may electotherwise or is no longer pending or threatened in writing.

Preservation of Books and Records. (a) The Sellers and their Affiliates shall have the right to make and retain copies (at their sole expense) of all books and records of the Business relating to the Transferred Assets for the periods ending on or before prior to the applicable Closing Date, which books and records shall be deemed confidential information of the Buyer as of the applicable Closing and subject to Section 5.04. The Buyer Each party agrees that it shall preserve and keep keep, or cause to be preserved and kept, all original books and records in respect of the Transferred Assets Business relating to periods ending on or prior to the applicable Closing Date in the possession or control of the Buyer such party or its Affiliates for at least the longer of (ia) any requirement under any applicable statute of limitations and Law or (iib) a period of six (6) years from the Final Closing Date (or, if the Final Closing does not occur, a period of six (6) years from the later of the Initial Closing Date or the final Interim Closing Date, as the case may be). The Sellers and their Affiliates shall also have the right to retain all original IRS Forms W-8 and W-9 in respect of the Transferred Assets relating to periods ending on or before the Closing Date. (b) During such six (6)-year 6) year or longer period, (i) representatives Representatives of the Sellers and their Affiliates each party shall, upon reasonable notice and for any reasonable business purpose, have access during normal business hours to confidentially examine, inspect and copy (at the expense of the requesting party) such books and records records. During such six (6) year or longer period, the Sellers, on the one hand, and (ii) the Buyer Buyer, on the other hand, shall provide each other with, or cause to the Sellers or their Affiliates access be provided to each other, such original books and records relating to of the Transferred Assets Business as the Sellers or their Affiliates such other party shall reasonably request in connection with any action, suit, arbitration, proceeding or investigation Action to which a Seller such other party or any of its Affiliates are parties or in connection with the requirements of any Applicable Law applicable to a Seller or any of its Affiliatessuch other party. The Sellers or their Affiliates, as applicable, other party shall return such original books and records to the Buyer providing party or such Affiliate of the Buyer as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence. (c) . After such six (6)-year 6) year or longer period, before the Buyer Sellers, on the one hand, and the Buyer, on the other hand (or any Affiliate of the Buyer their respective Affiliates) shall dispose of any of such books and records, the Buyer such party shall give at least ninety sixty (9060) days’ prior written notice of such intention to dispose to the Sellersother party, and the Sellers or any of their Affiliates other party shall be given an opportunity, at their its cost and expense, to remove and retain all or any part of such books and records as it the other party may elect. If so requested by a party, the other party shall enter into a customary joint defense agreement with the requesting party with respect to any information to be provided to a party pursuant to this Section 5.03. Notwithstanding anything in this Agreement to the contrary, nothing in this Section 5.03 shall require the Buyer or the Sellers, as the case may be, to make available any such records in connection with any indemnity claim hereunder made by any Buyer Indemnified Party or TCCC Indemnified Party, as applicable, which claim shall be subject to applicable rules of discovery.

Preservation of Books and Records. (a) The Sellers and their Affiliates shall have the right to make and retain copies (at their sole expense) of all books and records of the Business relating to the Transferred Assets for the periods ending on or before the applicable Closing Date. The Buyer agrees that it shall preserve and keep all original books and records in respect of the Transferred Assets Business in the possession or control of the Buyer or its Affiliates for at least the longer of (i) any applicable statute of limitations and (ii) a period of six (6) years from the applicable Closing Date. The Sellers and their Affiliates shall also have the right to retain all original IRS Forms W-8 and W-9 in respect of the Transferred Assets Business relating to periods ending on or before the applicable Closing Date. (b) During such six (6)-year or longer period, (i) representatives of the Sellers and their Affiliates shall, upon reasonable notice and for any reasonable business purpose, have access during normal business hours to confidentially examine, inspect and copy such books and records and (ii) the Buyer shall provide to the Sellers or their Affiliates access to such books and records relating to of the Transferred Assets Business as the Sellers or their Affiliates shall reasonably request in connection with any action, suit, arbitration, proceeding or investigation to which a Seller or any of its Affiliates are parties or in connection with the requirements of any Applicable Law applicable to a Seller or any of its Affiliates. The Sellers or their Affiliates, as applicable, shall return such original books and records to the Buyer or such Affiliate of the Buyer as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence. (c) After such six (6)-year or longer period, before the Buyer or any Affiliate of the Buyer shall dispose of any of such books and records, the Buyer shall give at least ninety (90) days’ prior written notice of such intention to dispose to the Sellers, and the Sellers or any of their Affiliates shall be given an opportunity, at their cost and expense, to remove and retain all or any part of such books and records as it may elect.

Preservation of Books and Records. (a) The Sellers Seller and their its Affiliates shall have the right to make and retain copies (at their sole expense) of all books and records of the Business relating to the Transferred Assets for the periods ending on or before prior to the Closing Date. The Buyer Purchaser agrees that it shall preserve and keep keep, or cause to be preserved and kept, all original books and records in respect of the Transferred Assets Business in the possession or control of the Buyer Purchaser or its Affiliates for at least the longer of (ia) any applicable statute of limitations and (iib) a period of six (6) years from the Closing Date. The Sellers and their Affiliates shall also have the right to retain all original IRS Forms W-8 and W-9 in respect of the Transferred Assets relating to periods ending on or before the Closing Date. (b) During such six (6)-year or longer period, (ix) representatives Representatives of the Sellers Seller and their its Affiliates shall, upon reasonable notice and for any reasonable business purpose, have access during normal business hours to confidentially examine, inspect and copy such books and records and (iiy) the Buyer Purchaser shall provide provide, or cause to the Sellers be provided to, Seller or their Affiliates its Affiliates, access to such original books and records relating to of the Transferred Assets Business as the Sellers Seller or their its Affiliates shall reasonably request in connection with any action, suit, arbitration, proceeding or investigation Action to which a Seller or any of its Affiliates are parties or in connection with the requirements of any Applicable Law applicable to a Seller or any of its Affiliates. The Sellers Seller or their its Affiliates, as applicable, shall return such original books and records to the Buyer or such Affiliate of the Buyer Purchaser as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence. (c) . After such six (6)-year six-year or longer period, before the Buyer Purchaser or any Affiliate of the Buyer its Affiliates shall dispose of any of such books and records, the Buyer Purchaser shall give at least ninety (90) days’ prior written notice of such intention to dispose to the SellersSeller, and the Sellers Seller or any of their its Affiliates shall be given an opportunity, at their its cost and expense, to remove and retain all or any part of such books and records as it may elect. If so requested by Purchaser, Seller or any of its Affiliates shall enter into a customary joint defense agreement with Purchaser or its Affiliates with respect to any information to be provided to Seller or its Affiliates pursuant to this Section 5.02. SectionV.3.

Preservation of Books and Records. (a) The Sellers and their Affiliates shall have the right to make and retain copies (at their sole expense) of all books and records relating to the Transferred Assets for the periods ending on or before the Closing Date. The Buyer agrees that it shall preserve and keep all original books and records in respect of the Transferred Assets in the possession or control of the Buyer or its Affiliates for at least the longer of (i) any applicable statute of limitations and (ii) For a period of six (6) years from the Closing Date. The Sellers : Buyer shall not and their shall cause its Affiliates shall also have the right not to retain all original IRS Forms W-8 and W-9 in respect dispose of or destroy any of the Transferred Assets books and records of the Company and its Subsidiaries relating to periods ending prior to the Closing (the “Books and Records”) without first offering to turn over possession thereof to Seller by written notice to Seller at least sixty (60) days prior to the proposed date of such disposition or destruction. (b) For a period of six (6) years from the Closing Date: Buyer shall, and shall cause its Affiliates to, in connection with the preparation of Tax Returns, financial statements, audits, regulatory reporting obligations and support for Litigation (other than Litigation between Seller or any of its Affiliates and Buyer or any of its Affiliates (including the Company and its Subsidiaries) or any other reasonable request), (i) provide Seller and its agents with electronic access to any portions of the Books and Records that are available in electronic format on reasonable notice, (ii) allow Seller and its agents access to all other Books and Records on reasonable notice and at reasonable times at Buyer’s principal place of business or at any location where any Books and Records are stored and permit Seller and its agents, at their own expense, to make copies of such Books and Records and (iii) make available Buyer’s or its Affiliates’ personnel to assist in locating such Books and Records (except that, with respect to Tax matters, Buyer shall only be required to make available such personnel for matters related to Taxes of the Company or its Subsidiaries); provided, however, that Seller shall not have access to such Books and Records to the extent that restricting such access or information is necessary, in Buyer’s reasonable opinion, to ensure compliance with any applicable Law, confidentiality or other agreement or preserve the attorney-client privilege. (i) If the Closing occurs prior to December 31, 2018, Buyer shall use commercially reasonable efforts to cause the Company and its Subsidiaries to provide Seller: (A) prior to February 6, 2019, the preliminary consolidated financial statements of the Company and its Subsidiaries for the period from December 31, 2017 until the Closing Date, prepared in accordance with IFRS Consistently Applied and with IFRS 9, IFRS 15, and, if applicable, for the period after December 31, 2018, IFRS 16, including the balance sheet, income statement (including analysis of recurring and non-recurring and purchase price allocation items), equity statement and cash flow statement (the “2018 Financial Package”) and (B) prior to February 20, 2019, the final 2018 Financial Package, together with the related “inter-office memorandum” from the Company’s auditors in compliance with the instructions and scope reasonably determined by Seller. (ii) If the Closing occurs after December 31, 2018 and on or before May 25, 2019, Buyer shall use commercially reasonable efforts to cause the Company and its Subsidiaries to provide Seller: (A) to the extent the Closing has occurred prior to February 6, 2019, the preliminary 2018 Financial Package prior to February 6, 2019, (B) to the extent the Closing has occurred prior to February 20, 2019, the final 2018 Financial Package, together with the related “inter-office memorandum” from the Company’s auditors in compliance with the instructions and scope reasonably determined by Seller, prior to February 20, 2019, (C) prior to July 3, 2019, the initial consolidated financial statements of the Company and its Subsidiaries for the period from January 1, 2019 until the Closing Date, prepared in accordance with IFRS Consistently Applied and with IFRS 9, IFRS 15, and, for the period after December 31, 2018, IFRS 16, including the balance sheet, income statement (including analysis of recurring and non-recurring and purchase price allocation items), equity statement and cash flow statement (the “2019 Financial Package”) and (D) prior to July 10, 2019, the final 2019 Financial Package, together with the related “inter-office memorandum” from the Company’s auditors in compliance with the instructions and scope reasonably determined by Seller. (iii) Following the Closing, Buyer shall use commercially reasonable efforts to cause the Company and its Subsidiaries to provide to Seller, no later than twenty (20) Business Days following the end of the applicable quarter, the quarterly sales for the periods from December 31, 2017 until the Closing Date. (biv) During such six From and after the Closing, Buyer shall use commercially reasonable efforts to cause the Company and its Subsidiaries to provide Seller, no later than twenty (6)-year or longer period20) Business Days following a written request by Seller, (i) representatives any administrative, social, accounting and financial document of the Sellers Company and its Subsidiaries and reasonable access during working hours to their Affiliates shallrespective employees as may be necessary for the Xxxxxx Group to prepare its own financial statements and annual reports for the financial years ended on December 31, upon reasonable notice 2018 and December 31, 2019 (as applicable). (v) Seller agrees to reimburse Buyer for any reasonable business purposereasonable, have access during normal business hours to confidentially examine, inspect and copy such books and records and (ii) the documented out-of-pocket costs incurred by Buyer shall provide to the Sellers or their Affiliates access to such books and records relating to the Transferred Assets as the Sellers or their Affiliates shall reasonably request in connection with any action, suit, arbitration, proceeding or investigation performing its obligations pursuant to which a this Section 5.6(c). Seller or any of its Affiliates are parties or in connection with the requirements of any Applicable Law applicable to a Seller or any of its Affiliates. The Sellers or their Affiliates, as applicable, shall return such original books acknowledges and records to the Buyer or such Affiliate of the Buyer as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence. (c) After such six (6)-year or longer period, before the Buyer or any Affiliate of the agrees that Buyer shall dispose of have no liability for any of such books and records, the Buyer shall give at least ninety (90) days’ prior written notice of such intention information being provided pursuant to dispose to the Sellers, and the Sellers or any of their Affiliates shall be given an opportunity, at their cost and expense, to remove and retain all or any part of such books and records as it may electthis Section 5.6(c).

Preservation of Books and Records. (a) The Sellers and their Affiliates shall have the right to make and retain copies (at their sole expense) of all books and records relating to the Transferred Assets for the periods ending on or before the Closing Date. The Buyer agrees that it shall preserve and keep all original books and records in respect of the Transferred Assets in the possession or control of the Buyer or its Affiliates for at least the longer of (i) any applicable statute of limitations and (ii) For a period of six seven (67) years from the Closing Date. The Sellers Date or such longer time as may be required by Law: (a) Buyer shall not and their shall cause its Affiliates shall also have the right not to retain all original IRS Forms W-8 and W-9 in respect dispose of or destroy any of the Transferred Assets books and records (including Tax Returns) of the Companies relating to periods ending on or before prior to the Closing DateDate (the “Books and Records”). (b) During such six (6)-year or longer periodBuyer shall, and shall cause the Companies and its Affiliates to, upon the reasonable request of Seller and subject to any confidentiality agreements reasonably requested by Buyer, (i) representatives provide the Seller and its agents with electronic access to any portions of the Sellers Books and Records that are available in electronic format, (ii) allow the Seller and its agents access to all other Books and Records on reasonable notice and during normal business hours at Buyer’s principal place of business or at any location where any Books and Records are stored, and permit the Seller and its agents, at their Affiliates shallown expense, to make copies of any Books and Records, (iii) for a three (3) year period following the Closing, make available Buyer’s or its Affiliates’ personnel to assist in locating such Books and Records upon reasonable notice and for any reasonable business purposeto the extent such personnel can reasonably be made available without material impact on Buyer’s operations, have access during normal business hours to confidentially examine, inspect and copy such books and records and (iiiv) for a three (3) year period following the Buyer shall provide to Closing, at the Sellers Seller’s expense, make available Buyer’s or their Affiliates access to such books and records relating to its Affiliates’ personnel whose assistance or participation is reasonably required by the Transferred Assets as the Sellers or their Affiliates shall reasonably request in connection with any action, suit, arbitration, proceeding or investigation to which a Seller or any of its Affiliates are parties or Representatives in connection with anticipation of, or preparation for, existing or future Litigation, Tax contest, audit, investigation or other matters in which the requirements of any Applicable Law applicable to a Seller or any of its Affiliates. The Sellers or their Affiliatesrespective Affiliates are involved, as applicable, shall return such original books subject in all cases to applicable privacy and records to the Buyer or such Affiliate of the Buyer as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentenceother Laws. (c) After such six (6)-year or longer period, before the Buyer or any Affiliate of the Buyer shall dispose of any of such books and records, the Buyer shall give at least ninety (90) days’ prior written notice of such intention to dispose to the Sellers, and the Sellers or any of their Affiliates shall be given an opportunity, at their cost and expense, to remove and retain all or any part of such books and records as it may elect.

Preservation of Books and Records. (a) The Sellers For a period ending upon the earlier of (1) seven (7) years (or ten (10) years, in the case of Xxxxxx GmbH) from the end of the calendar year in which the Closing occurs or (2) the expiration of any applied statute of limitations, including any extensions thereof (the “Information Maintenance Period”): (i) Purchaser shall not dispose of or destroy any of the books and their Affiliates records of any of the Xxxxxx Entities relating to periods prior to the Closing (“Books and Records”) without first offering to turn over possession thereof to Seller by written notice to Seller at least 90 days prior to the proposed date of such disposition or destruction. (ii) Purchaser shall allow Seller and its agents access to all Books and Records on reasonable notice and at reasonable times at Purchaser’s principal place of business or at any location where any Books and Records are stored, and Seller shall have the right right, at its own expense, to make copies of any Books and retain copies Records; provided, however, that any such access or copying shall be had or done in such a manner so as not to unduly interfere with the normal conduct of Purchaser’s business. (at their sole expenseiii) Purchaser shall make available to Seller upon written request (1) Purchaser’s personnel to assist Seller in locating and obtaining any Books and Records, and (2) any of all books and records relating to the Transferred Assets Purchaser’s personnel whose assistance or participation is reasonably required by Seller or any of its affiliates in anticipation of or preparation for, or for depositions or testimony in, existing or future Litigation or other matters in which Seller or any of its affiliates is involved. Seller shall reimburse Purchaser for the periods ending on or before reasonable out-of-pocket expenses incurred by it in performing the Closing Date. The Buyer agrees that it shall preserve and keep all original books and records covenants contained in respect of the Transferred Assets in the possession or control of the Buyer or its Affiliates for at least the longer of (i) any applicable statute of limitations and (ii) a period of six (6) years from the Closing Date. The Sellers and their Affiliates shall also have the right to retain all original IRS Forms W-8 and W-9 in respect of the Transferred Assets relating to periods ending on or before the Closing Datethis Section 5.1(a). (b) During such six (6)-year or longer period, (i) representatives of The Information Maintenance Period shall be extended in the Sellers and their Affiliates shall, upon reasonable notice and for event that any reasonable business purpose, have access during normal business hours to confidentially examine, inspect and copy such books and records and (ii) the Buyer shall provide to the Sellers or their Affiliates access to such books and records relating to the Transferred Assets as the Sellers or their Affiliates shall reasonably request in connection with any action, suit, arbitration, proceeding Litigation or investigation to which a Seller has been commenced or is pending or threatened at the termination of such Information Maintenance Period and such extension shall continue until any of its Affiliates are parties such Litigation or in connection with the requirements of any Applicable Law applicable to a Seller investigation has been settled through judgment or any of its Affiliates. The Sellers otherwise or their Affiliates, as applicable, shall return such original books and records to the Buyer or such Affiliate of the Buyer as soon as such books and records are is no longer needed in connection with the circumstances described in the immediately preceding sentencepending or threatened. (c) After such six (6)-year or longer period, before the Buyer or any Affiliate The provisions of the Buyer shall dispose of any of such books and records, the Buyer shall give at least ninety (90) days’ prior written notice of such intention to dispose to the Sellers, and the Sellers or any of their Affiliates this Section 5.1 shall be given an opportunity, at their cost and expense, in addition to remove and retain all or any part other obligations of such books and records as it may electPurchaser under this Agreement.

Preservation of Books and Records. (a) The Sellers and their Affiliates shall have For a period ending upon the right to make and retain copies (at their sole expense) of all books and records relating to the Transferred Assets for the periods ending on or before the Closing Date. The Buyer agrees that it shall preserve and keep all original books and records in respect of the Transferred Assets in the possession or control of the Buyer or its Affiliates for at least the longer later of (i) six years from the end of the calendar year in which the Closing occurs or (ii) the expiration of any applicable statute of limitations limitations, including any extensions thereof (the “Information Maintenance Period”): (i) The Buyer shall not dispose of or destroy any of the books and records included in the U.S. Assets and shall cause Q-Tech not to dispose or destroy any of the books and records included in the assets of Q-Tech relating to periods prior to the Closing (“Books and Records”) without first offering to turn over possession thereof to the Seller by written notice to the Seller at least 90 days prior to the proposed date of such disposition or destruction. (ii) a period The Buyer shall allow the Seller and its agents access to all Books and Records on reasonable notice and at reasonable times at the principal places of six (6) years from the Closing Date. The Sellers Business Unit or at any location where any Books and their Affiliates Records are stored, and the Seller shall also have the right right, at its own expense, to retain all original IRS Forms W-8 make copies of any Books and W-9 Records; provided, however, that any such access or copying shall be had or done in respect such a manner so as not to unduly interfere with the normal conduct of the Transferred Assets relating to periods ending on or before the Closing DateBuyer’s businesses. (biii) During such six The Buyer shall make available to the Seller upon written request (6)-year or longer periodA) the Buyer’s personnel to assist the Seller in locating and obtaining any Books and Records, and (iB) representatives any of the Sellers and their Buyer’s personnel whose assistance or participation is reasonably required by the Seller or any of its Affiliates shallin anticipation of or preparation for, upon reasonable notice and or for any reasonable business purposedepositions or testimony in, have access during normal business hours to confidentially examine, inspect and copy such books and records and (ii) existing or future Actions or other matters in which the Buyer shall provide to the Sellers or their Affiliates access to such books and records relating to the Transferred Assets as the Sellers or their Affiliates shall reasonably request in connection with any action, suit, arbitration, proceeding or investigation to which a Seller or any of its Affiliates are parties or involved. The Seller shall reimburse the Buyer for the reasonable out-of-pocket expenses incurred by it in connection with performing the requirements of any Applicable Law applicable covenants contained in this Section 8.1(a)(iii). (iv) The Seller shall allow the Buyer and its agents to a Seller or access any of its Affiliates. The Sellers or their Affiliates, as applicable, shall return such original the books and records records, including, without limitation, any Tax Returns and information and documentation in support thereof, that relate directly or indirectly to the Buyer or such Affiliate of Business Unit in the Buyer as soon as Seller’s possession, on reasonable notice and at reasonable times at any location where such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence. (c) After such six (6)-year or longer period, before the Buyer or any Affiliate of stored and the Buyer shall dispose of any have the right, at its own expense, to make copies of such books and records; provided, the Buyer shall give at least ninety (90) days’ prior written notice of however, that any such intention to dispose to the Sellers, and the Sellers access or any of their Affiliates copying shall be given an opportunity, at their cost and expense, had or done in such a manner so as to remove and retain all not unduly interfere with the normal conduct of the Seller’s business. The Seller shall not dispose of or destroy any part of such books and records as it may electwithout first offering to turn over possession thereof to the Buyer by written notice to the Buyer at least 90 days prior to the proposed date of such disposition or destruction. The provisions of this Section 8.1(a)(iv) shall not apply to the matters addressed by Section 13.3 of the Seller Disclosure Schedule or the records related thereto. (b) Provided that the Seller notifies the Buyer in writing prior to the expiration of the Information Maintenance Period, the Information Maintenance Period shall be extended in the event that any Action has been either commenced or is pending against the Seller or its Affiliates with respect to the Business Unit or threatened at the termination of such Information Maintenance Period, and such extension shall continue until any such Action has been settled through judgment or otherwise or is no longer pending or threatened.

Preservation of Books and Records. (a) The Sellers GE and their its Affiliates shall have the right to make and retain copies (at their sole expense) of all books and records of the Business relating to the Transferred Assets for the periods ending on or before prior to the Closing Date. The Buyer Acquiror agrees that it shall preserve and keep keep, or cause to be preserved and kept, all original books and records in respect of the Transferred Assets Business in the possession or control of the Buyer Acquiror or its Affiliates for at least the longer of (i) any applicable statute of limitations and (ii) a period of six (6) years from the Closing Date. The Sellers and their Affiliates shall also have the right to retain all original IRS Forms W-8 and W-9 in respect of the Transferred Assets relating to periods ending on or before the Closing Date. (b) During such six (6)-year six-year or longer period, (i) representatives of the Sellers and their Affiliates Acquiror shall, upon reasonable notice and for any reasonable business purposeprior notice, have access during normal business hours provide GE with, or cause to confidentially examinebe provided to GE, inspect and copy such original books and records and (ii) of the Buyer shall provide to the Sellers Business then in possession of Acquiror or their its Affiliates access to such books and records relating to the Transferred Assets as the Sellers or their Affiliates GE shall reasonably request in connection with any action, suit, arbitration, proceeding or investigation Action to which a Seller GE or any of its Affiliates are parties or in connection with the requirements of any Applicable Law applicable to GE or its Affiliates; provided, however, that such request shall not be permitted in connection with litigation between the Sellers and the Acquiror. GE shall promptly reimburse the Acquiror for all reasonable out-of-pocket costs, for a Seller pro-rata portion of the salary (including fringe benefits with such pro-rata portion determined based upon the time spent in connection with responding to any requests made pursuant to this Section 5.03 and for reasonable travel and subsistence expenses relating to cooperation of any person who assists in responding to such request; provided, however, if requested by GE, prior to incurring any costs or expenses, the Acquiror shall provide GE with a good faith estimate of any such costs and expenses to be incurred by the Acquiror in connection with the fulfillment of its Affiliatesobligations arising under this Section 5.03. The Sellers or their Affiliates, as applicable, GE shall return such original books and records to the Buyer Acquiror or such Affiliate of the Buyer as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence. If so requested by the Acquiror, GE shall enter into a customary joint defense agreement with the Acquiror or such Affiliate with respect to any information to be provided to GE pursuant to this Section 5.03. (cb) After If at the end of such six (6)-year six-year or longer period, before the Buyer or any Affiliate of the Buyer shall retention period Acquiror intends to dispose of or destroy any of such books and records, the Buyer shall give at least ninety (90) days’ prior written notice of such intention to dispose to the Sellers, and the Sellers or any of their Affiliates shall be given an opportunity, at their cost and expense, to remove and retain all or any part of such books and records as it may electof the Business transferred to the Acquiror hereunder, Acquiror agrees to use reasonable efforts, prior to any disposition or destruction of such materials, to offer to transfer such materials to GE at GE’s expense but with no payments to Acquiror other than Acquiror’s reasonable out-of-pocket costs and expenses incurred in transferring such materials to GE for use by GE or its Affiliates.

Preservation of Books and Records. (a) The Sellers and their Affiliates shall have the right to make and retain copies (at their sole expense) of all books and records relating to the Transferred Assets for the periods ending on or before the Closing Date. The Buyer agrees that it shall preserve and keep all original books and records in respect of the Transferred Assets in the possession or control of the Buyer or its Affiliates for at least the longer of (i) any applicable statute of limitations and (ii) For a period of six five (65) years from the Closing Date. The Sellers and their Affiliates shall also have the right to retain all original IRS Forms W-8 and W-9 in respect Date or such longer time as may be required by applicable Law: (a) Each of the Transferred Buyer and the Company shall not, and shall cause its Affiliates not to, dispose of or destroy any of the books and records that relate to the Purchased Assets, Assumed Liabilities, Excluded Assets relating and Excluded Liabilities over which such Party has control, to the extent such books and records relate to the ownership or operation of the Purchased Assets, Assumed Liabilities, Excluded Assets or Excluded Liabilities for periods ending on or before prior to the Closing Date(the “Books and Records”), without first offering to turn over possession thereof to the Beneficial Owner Representative (in the case of disposition or destruction by the Buyer) or the Buyer (in case of disposition or destruction by the Company) by written notice to the applicable Party at least thirty (30) days prior to the proposed date of such disposition or destruction. (b) During such six (6)-year or longer period, (i) representatives Each of the Sellers Buyer and the Company shall, and shall cause its Affiliates to, allow the Beneficial Owner Representative (in the case of the Buyer) and the Buyer (in the case of the Company) and their Affiliates shall, upon respective agents access to all Books and Records on reasonable notice and for any at reasonable business purpose, have access during normal business hours to confidentially examine, inspect and copy such books and records and (ii) times at the Buyer shall provide to Buyer’s or the Sellers or their Affiliates access to such books and records relating to the Transferred Assets as the Sellers or their Affiliates shall reasonably request in connection with any action, suit, arbitration, proceeding or investigation to which a Seller or any of its Affiliates are parties or in connection with the requirements of any Applicable Law applicable to a Seller or any of its Affiliates. The Sellers or their AffiliatesCompany’s, as applicable, shall return such original books principal place of business or at any location where any Books and records to Records are stored, and the Beneficial Owner Representative and the Buyer shall have the right, at its own expense, to retain and make copies of any Books and Records; provided that any such access or copying shall be had or done in such Affiliate a manner so as not to unreasonably interfere with the conduct of the Buyer as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentenceBuyer’s business. (c) After such six (6)-year or longer periodNotwithstanding any provision of this Section 5.4 to the contrary, before neither the Buyer nor the Company shall be required to offer to, provide access to, or permit any Affiliate copies of, any Books and Records (i) in connection with, or related to, any litigation, mediation, arbitration, dispute, claim or other Proceeding between or among the Parties (which instead shall be subject to the terms hereof and any applicable rules of discovery), (ii) to the extent that such offer, access or permission would constitute a waiver of the Buyer shall dispose of attorney-client or other privilege or would compromise any confidential information of such books and recordsParty, or (iii) to the Buyer shall give at least ninety extent that doing so would (90A) days’ prior written notice violate any applicable Law or (B) conflict with the confidentiality obligations of such intention Party or such Party’s Affiliates under a Contract (provided that such Party shall use Reasonable Efforts to dispose to obtain any third-party consents that would permit the Sellers, and the Sellers or any of their Affiliates shall be given an opportunity, at their cost and expense, to remove and retain all or any part supply of such books and records as it may electinformation).

Preservation of Books and Records. (a) The For a period of three (3) years after the Closing Date, Buyer shall provide to Sellers and their respective Affiliates shall have and Representatives (after reasonable notice and during normal business hours and without undue interference to the business operations of Buyer, and at Sellers’ sole cost and expense) reasonable access to, including the right to make and retain copies (at their sole expense) of of, all books and records included in and otherwise related to the Acquired Assets, to the extent reasonably necessary to permit Seller to determine any matter relating to the Transferred Assets for the periods its rights and obligations hereunder or to any period ending on or before the Closing Date. The Date (for example, for purposes of any Tax or accounting audit or any claim or litigation matter, but not for any dispute or claim between Buyer agrees that it and Sellers in connection with this Agreement, the Transaction Documents or otherwise), for periods prior to the Closing and shall preserve and keep all original such books and records in respect of until the Transferred Assets in the possession or control of the Buyer or its Affiliates for at least the longer later of (i) any applicable statute of limitations and such period as shall be consistent with Buyer’s records retention policy in effect from time to time, (ii) a the retention period required by applicable Law, (iii) the conclusion of six all bankruptcy proceedings relating to the Chapter 11 Cases, or (6iv) years from such three (3) period. Such access shall include access to any information in electronic form to the Closing Dateextent reasonably available. The Buyer acknowledges that Sellers and their Affiliates shall also have the right to retain originals or copies of all original IRS Forms W-8 of books and W-9 records included in respect of or related to the Transferred Acquired Assets relating for periods prior to periods ending on or before the Closing DateClosing. (b) During such six For a period of three (6)-year 3) years after the Closing Date, or longer period, (i) representatives conclusion of the Chapter 11 Cases (if occurring earlier), Sellers and their Affiliates shall, upon shall provide to Buyer (after reasonable notice and for any reasonable business purpose, have access during normal business hours and without undue interference to confidentially examinethe business operations of Sellers, inspect and copy such at Buyer’s sole cost and expense) reasonable access to, including the right to make copies of, all books and records and (ii) the Buyer shall provide related to the Sellers or their Affiliates access Acquired Assets but not transferred to such books and records Buyer as part of the Closing, to the extent reasonably necessary to permit Buyer to determine any matter relating to its rights and obligations hereunder or to any period ending on or after the Transferred Assets as the Closing Date (for example, for purposes of any Tax or accounting audit or any claim or litigation matter, but not for any dispute or claim between Buyer and Sellers or their Affiliates shall reasonably request in connection with this Agreement, the Transaction Documents or otherwise), for periods after the Closing. Such access shall include access to any action, suit, arbitration, proceeding or investigation to which a Seller or any of its Affiliates are parties or information in connection with the requirements of any Applicable Law applicable to a Seller or any of its Affiliates. The Sellers or their Affiliates, as applicable, shall return such original books and records electronic form to the Buyer or such Affiliate of the Buyer as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentenceextent reasonably available. (c) After such six (6)-year or longer period, before the Buyer or any Affiliate of the Buyer shall dispose of any of such books and records, the Buyer shall give at least ninety (90) days’ prior written notice of such intention to dispose to the Sellers, and the Sellers or any of their Affiliates shall be given an opportunity, at their cost and expense, to remove and retain all or any part of such books and records as it may elect.

Preservation of Books and Records. (a) Buyer shall use reasonable efforts to maintain separate books and records relating to the Purchased Assets and the Assumed Liabilities (including with respect to any Assigned Contracts that are customer contracts), separate from the books and records of Buyer’s and its Affiliates’ other businesses or contracts. (b) The Sellers Seller Parties and their respective Affiliates shall have the right to make and retain copies (at their sole expense) of all books and records relating to the Transferred Purchased Assets for and the Assumed Liabilities and relating to periods ending on or before the Closing Dateapplicable Transfer Effective Time. The Buyer agrees that it shall preserve and keep all original books and records in respect of the Transferred Purchased Assets and the Assumed Liabilities in the possession or control of the Buyer or its Affiliates for at least the longer of (i) the expiration of any applicable statute of limitations and (ii) a period of six (6) years from the Closing Date. The Sellers and their Affiliates shall also have the right to retain all original IRS Forms W-8 and W-9 in respect of the Transferred Assets relating to periods ending on or before the Closing Dateeach applicable Transfer Effective Time. (bc) During such six (6)-year or longer period, (i) representatives Representatives of the Sellers Seller Parties and their respective Affiliates shall, upon reasonable notice and for any reasonable business purpose, have reasonable access during normal business hours to confidentially examine, inspect and copy such original books and records records, in each case at the sole cost and expense of the Seller Parties or such Affiliates and (ii) the Buyer shall provide to the Sellers or Seller Parties and their Affiliates respective Affiliates, at Buyer’s offices where such books and records are maintained, reasonable access to such original books and records relating to the Transferred Purchased Assets and the Assumed Liabilities as the Sellers or Seller Parties and their respective Affiliates shall reasonably request in connection with any action, suit, arbitration, proceeding or investigation Action to which a the Seller or any of its Parties and their respective Affiliates are parties or in connection with the requirements of any Applicable Law applicable to a Seller or any of its Affiliates. The Sellers or their Affiliates, as applicable, shall return such original books and records to the Buyer or such Affiliate of the Buyer as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence. (cd) After such six (6)-year or longer period, before the Buyer or any Affiliate of the Buyer its Affiliates shall dispose of any of such original books and records, the Buyer shall give at least ninety (90) days’ prior written notice of such intention to dispose to the SellersSeller Parties, and the Sellers or any of Seller Parties and their respective Affiliates shall be given an opportunity, at their cost and expense, to remove and retain all or any part of such original books and records as it may elect.

Preservation of Books and Records. (a) The Sellers Seller and their its Affiliates shall have the right to make and retain copies (at their sole expense) of all books and records of the Business relating to the Transferred Assets for the periods ending on or before the Closing Date. The Buyer agrees that it shall preserve and keep all original books and records in respect of the Transferred Assets Business in the possession or control of the Buyer or its Affiliates for at least the longer of (i) any applicable statute of limitations and (ii) a period of six (6) years from the Closing Date. The Sellers Seller and their its Affiliates shall also have the right to retain all original IRS Forms W-8 and W-9 in respect of the Transferred Assets Business relating to periods ending on or before the Closing Date. (b) ; provided that copies of all such forms shall be provided to Buyer on or before the Closing Date. During such six (6)-year six-year or longer period, subject to applicable Law, (i) representatives Representatives of the Sellers Seller and their its Affiliates shall, upon reasonable notice and for any reasonable business purpose, have access during normal business hours to confidentially examine, inspect and copy such books and records and (ii) the Buyer shall shall, upon reasonable notice, provide to the Sellers Seller or its Affiliates, access during normal business hours at their Affiliates access own cost and expense, to examine and inspect to such original books and records relating to the Transferred Assets as the Sellers Seller or their its Affiliates shall reasonably request in connection with any action, suit, arbitration, proceeding or investigation Action to which a Seller or any of its Affiliates are parties or in connection with the requirements of any Applicable Law applicable to a Seller or any of its Affiliates. The Sellers Seller or their its Affiliates, as applicable, shall return such original books and records to the Buyer or such Affiliate of the Buyer as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence. (cb) After such Seller agrees that it shall preserve and keep, or cause to be preserved and kept, all books and records (including all records relating to the historical performance of the Business) in respect of the Business in the possession of Seller or its Affiliates and not otherwise delivered to Buyer (directly or indirectly) for the longer of (i) any applicable statute of limitations and (ii) a period of six (6)-year 6) years from the Closing Date. During such six-year or longer period, before the subject to applicable Law, (i) Representatives of Buyer or and its Affiliates shall, upon reasonable notice and for any Affiliate of the Buyer shall dispose of any of reasonable business purpose, have access during normal business hours to examine, inspect and copy such books and recordsrecords and (ii) Seller shall, the upon reasonable notice, provide to Buyer shall give at least ninety (90) days’ prior written notice of such intention to dispose to the Sellersor its Affiliates, and the Sellers or any of their Affiliates shall be given an opportunity, access during normal business hours at their own cost and expense, to remove examine and retain all inspect such original books and records. In addition, following the Closing, Seller shall make available to Buyer, on a reasonable basis, those employees of Seller or its Affiliates whose assistance, expertise, testimony, notes, recollections or presence may be necessary or desirable to assist Buyer, its Representatives or their respective Affiliates in connection with inquiries regarding the Business; provided, however, that any such access shall not unreasonably interfere with the business or operations of Seller or any part of such books and records as it may electits Affiliates.

Preservation of Books and Records. (a) The Sellers and their Affiliates shall have For a period ending upon the right to make and retain copies (at their sole expense) of all books and records relating to the Transferred Assets for the periods ending on or before the Closing Date. The Buyer agrees that it shall preserve and keep all original books and records in respect of the Transferred Assets in the possession or control of the Buyer or its Affiliates for at least the longer later of (i) seven years from the end of the calendar year in which the Closing occurs or (ii) the expiration of any applicable statute of limitations and limitations, including any extensions thereof (iithe “Information Maintenance Period”): (A) a period Buyer shall not dispose of six (6) years from the Closing Date. The Sellers and their Affiliates shall also have the right to retain all original IRS Forms W-8 and W-9 in respect or destroy any of the Transferred Assets books and records of the Acquired Entities or the Business relating to periods ending on or before prior to the Closing Date.(“Books and Records”) without first offering to turn over possession thereof to Seller by written notice to Seller at least 90 days prior to the proposed date of such disposition or destruction; (bB) During such six (6)-year or longer period, (i) Buyer shall allow Seller and its agents and representatives of the Sellers access to all Books and their Affiliates shall, upon Records on reasonable notice and for at reasonable times at Buyer’s principal place of business or at any reasonable business purposelocation where any Books and Records are stored, and Seller shall have the right, at its own expense, to make copies of any Books and Records; provided, however, that any such access during or copying shall be had or done in such a manner so as not to unduly interfere with the normal business hours conduct of Buyer’s business; and (C) Buyer shall make available to confidentially examineSeller upon written request (1) Buyer’s personnel to reasonably assist Seller in locating and obtaining any Books and Records, inspect and copy such books and records and (ii2) the Buyer shall provide to the Sellers any of Buyer’s personnel whose assistance or their Affiliates access to such books and records relating to the Transferred Assets as the Sellers or their Affiliates shall participation is reasonably request in connection with any action, suit, arbitration, proceeding or investigation to which a required by Seller or any of its Affiliates are parties in anticipation of or preparation for, or for depositions or testimony in, existing or future litigation or other matters in connection with the requirements of any Applicable Law applicable to a which Seller or any of its AffiliatesAffiliates is involved. The Sellers or their Affiliates, as applicable, Seller shall return such original books reimburse Buyer for the reasonable and records to documented out-of-pocket expenses incurred by it in performing the Buyer or such Affiliate of the Buyer as soon as such books and records are no longer needed covenants contained in connection with the circumstances described in the immediately preceding sentencethis Section 5.2(a). (cb) After such six (6)-year The Information Maintenance Period shall be extended in the event that any litigation or longer period, before investigation has been commenced or is pending or threatened at the Buyer or any Affiliate of the Buyer shall dispose of any termination of such books and records, the Buyer shall give at least ninety (90) days’ prior written notice of such intention to dispose to the SellersInformation Maintenance Period, and the Sellers such extension shall continue until any such litigation or any of their Affiliates shall be given an opportunity, at their cost and expense, to remove and retain all investigation has been settled through judgment or any part of such books and records as it may electotherwise or is no longer pending or threatened.

Preservation of Books and Records. (a) The Sellers For a period ending upon the earlier of (1) seven (7) years (or ten (10) years, in the case of Kendro GmbH) from the end of the calendar year in which the Clxxxxx occurs or (2) the expiration of any applied statute of limitations, including any extensions thereof (the "Information Maintenance Period"): (i) Purchaser shall not dispose of or destroy any of the books and their Affiliates records of any of the Kendro Entities relating to periods prior to the Closing ("Bookx xxx Records") without first offering to turn over possession thereof to Seller by written notice to Seller at least 90 days prior to the proposed date of such disposition or destruction. (ii) Purchaser shall allow Seller and its agents access to all Books and Records on reasonable notice and at reasonable times at Purchaser's principal place of business or at any location where any Books and Records are stored, and Seller shall have the right right, at its own expense, to make copies of any Books and retain copies Records; provided, however, that any such access or copying shall be had or done in such a manner so as not to unduly interfere with the normal conduct of Purchaser's business. (at their sole expenseiii) Purchaser shall make available to Seller upon written request (1) Purchaser's personnel to assist Seller in locating and obtaining any Books and Records, and (2) any of all books and records relating to the Transferred Assets Purchaser's personnel whose assistance or participation is reasonably required by Seller or any of its affiliates in anticipation of or preparation for, or for depositions or testimony in, existing or future Litigation or other matters in which Seller or any of its affiliates is involved. Seller shall reimburse Purchaser for the periods ending on or before reasonable out-of-pocket expenses incurred by it in performing the Closing Date. The Buyer agrees that it shall preserve and keep all original books and records covenants contained in respect of the Transferred Assets in the possession or control of the Buyer or its Affiliates for at least the longer of (i) any applicable statute of limitations and (ii) a period of six (6) years from the Closing Date. The Sellers and their Affiliates shall also have the right to retain all original IRS Forms W-8 and W-9 in respect of the Transferred Assets relating to periods ending on or before the Closing Datethis Section 5.1(a). (b) During such six (6)-year or longer period, (i) representatives of The Information Maintenance Period shall be extended in the Sellers and their Affiliates shall, upon reasonable notice and for event that any reasonable business purpose, have access during normal business hours to confidentially examine, inspect and copy such books and records and (ii) the Buyer shall provide to the Sellers or their Affiliates access to such books and records relating to the Transferred Assets as the Sellers or their Affiliates shall reasonably request in connection with any action, suit, arbitration, proceeding Litigation or investigation to which a Seller has been commenced or is pending or threatened at the termination of such Information Maintenance Period and such extension shall continue until any of its Affiliates are parties such Litigation or in connection with the requirements of any Applicable Law applicable to a Seller investigation has been settled through judgment or any of its Affiliates. The Sellers otherwise or their Affiliates, as applicable, shall return such original books and records to the Buyer or such Affiliate of the Buyer as soon as such books and records are is no longer needed in connection with the circumstances described in the immediately preceding sentencepending or threatened. (c) After such six (6)-year or longer period, before the Buyer or any Affiliate The provisions of the Buyer shall dispose of any of such books and records, the Buyer shall give at least ninety (90) days’ prior written notice of such intention to dispose to the Sellers, and the Sellers or any of their Affiliates this Section 5.1 shall be given an opportunity, at their cost and expense, in addition to remove and retain all or any part other obligations of such books and records as it may electPurchaser under this Agreement.

Preservation of Books and Records. (a) The Sellers and their Affiliates shall have the right to make and retain copies (at their sole expense) of all books and records relating to the Transferred Assets for the periods ending on or before the Closing Date. The Buyer agrees that it shall preserve and keep all original books and records in respect of the Transferred Assets in the possession or control of the Buyer or its Affiliates for at least the longer of (i) any applicable statute of limitations and (ii) For a period of six (6) years from the Closing Date. The Sellers Date or such longer time as may be required by Law: (a) Buyer shall not and their shall cause its Affiliates shall also have the right not to retain all original IRS Forms W-8 and W-9 in respect dispose of or destroy any of the Transferred Assets Outdoor Business Records or other books and records of the Outdoor Group Entities in its possession relating to periods ending on or before prior to the Closing Date(the “Books and Records”) without first offering to turn over possession thereof to Seller by written notice to Seller at least sixty (60) days prior to the proposed date of such disposition or destruction. (b) During Buyer shall and shall cause its Affiliates to allow Seller and its agents access to all Books and Records on reasonable notice and at reasonable times at Buyer’s principal place of business or at any location where any Books and Records are stored, and Seller shall have the right, at its own expense, to make copies of any Books and Records; provided, that any such six access or copying shall be had or done in such a manner so as not to unduly interfere with the normal conduct of Buyer’s business. (6)-year c) Seller shall not and shall cause its Affiliates not to dispose of or longer period, destroy any item that is or could reasonably be expected to constitute Outdoor Business Records that are not conveyed to Buyer pursuant to the terms of this Agreement in Seller’s or any of its Affiliates’ possession relating to periods prior to the Closing (ithe “Seller Books and Records”) representatives without first offering to turn over possession thereof to Buyer by written notice to Buyer at least sixty (60) days prior to the proposed date of the Sellers such disposition or destruction; and (d) Each of Buyer and their Seller shall and shall cause its Affiliates shall, to make available upon reasonable notice and for at reasonable times and upon written request (i) personnel to assist in locating and obtaining any reasonable business purposeBooks and Records, have access during normal business hours to confidentially examine, inspect and copy such books and records and (ii) the Buyer shall provide to the Sellers any personnel whose assistance or their Affiliates access to participation is reasonably required in anticipation of, or preparation for, existing or future Litigation or other matters in which such books and records relating to the Transferred Assets as the Sellers or their Affiliates shall reasonably request in connection with any action, suit, arbitration, proceeding or investigation to which a Seller party or any of its Affiliates are parties or in connection with the requirements of any Applicable Law applicable to a Seller or any of its Affiliatesinvolved. The Sellers or their Affiliates, as applicable, requesting party shall return such original books and records to reimburse the Buyer or such Affiliate of other party for its reasonable out-of-pocket expenses incurred in performing the Buyer as soon as such books and records are no longer needed covenants contained in connection with the circumstances described in the immediately preceding sentencethis Section 5.8. (c) After such six (6)-year or longer period, before the Buyer or any Affiliate of the Buyer shall dispose of any of such books and records, the Buyer shall give at least ninety (90) days’ prior written notice of such intention to dispose to the Sellers, and the Sellers or any of their Affiliates shall be given an opportunity, at their cost and expense, to remove and retain all or any part of such books and records as it may elect.

Preservation of Books and Records. (a) The Sellers and their Affiliates shall have the right to make and retain copies (at their sole expense) of all books and records of Sellers, and the MEMCOR® Product Line relating to the Transferred Assets for the periods ending on or before the Closing Date. The Buyer agrees that it shall use its commercially reasonable efforts to preserve and keep all original books and records in respect of Sellers and the Transferred Assets MEMCOR® Product Line in the possession or control of the Buyer or its Affiliates (including the AU Subsidiaries) for at least the longer of (i) any applicable statute of limitations and (ii) a period of six (6) years from the Closing Date. The Sellers and their Affiliates shall also have the right to retain all original IRS Forms W-8 and W-9 in respect of the Transferred Assets relating to periods ending on or before the Closing Date. (b) During such six (6)-year six-year or longer period, (i) representatives Representatives of the Sellers and their its Affiliates shall, upon reasonable written notice and for any reasonable and good faith business purposepurpose that is communicated in writing to Buyer, have access during normal business hours to confidentially examine, inspect inspect, and copy such books and records and (ii) the Buyer shall provide to the Sellers or their its Affiliates access to such original books and records relating to the Transferred Assets as the of Sellers or their the MEMCOR® Product Line as Sellers or its Affiliates shall reasonably request in connection with any actionAction, suitexcept any Action where Sellers or its Affiliates, arbitrationon the one hand, proceeding is directly adverse to Buyer or investigation to which a Seller or any of its Affiliates are parties (including the AU Subsidiaries), on the other hand, or in connection with the requirements of any Applicable Law applicable to a Seller Sellers or any of its Affiliatestheir Affiliates (except as determined in good faith to be necessary to (x) ensure compliance with any applicable Law, (y) preserve any applicable privilege (including the attorney-client privilege), or (z) comply with any contractual confidentiality obligations). The Sellers or their its Affiliates, as applicable, shall return such original books and records to the Buyer or such Affiliate of the Buyer its applicable Affiliates as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence. (c) After such six (6)-year If so requested by Buyer, any of Sellers or longer period, before the its applicable Affiliates to which Buyer or its Affiliates (including the AU Subsidiaries) is providing information pursuant to this Section 6.04 shall enter into a customary joint defense agreement in form and substance reasonably satisfactory to Sellers with Buyer or such Affiliate with respect to any Affiliate of the Buyer shall dispose of any of such books and records, the Buyer shall give at least ninety (90) days’ prior written notice of such intention information to dispose be provided to the Sellers, and the Sellers or any of their Affiliates shall be given an opportunity, at their cost and expense, its Affiliate pursuant to remove and retain all or any part of such books and records as it may electthis Section 6.04.

Preservation of Books and Records. (a) The For a period of three (3) years after the Closing Date, Buyer shall provide to Sellers and their respective Affiliates shall have and Representatives (after reasonable notice and during normal business hours and without undue interference to the business operations of Buyer, and at Sellers’ sole cost and expense) reasonable access to, including the right to make and retain copies (at their sole expense) of of, all books and records included in and otherwise related to the Acquired Assets, to the extent reasonably necessary to permit Seller to determine any matter relating to the Transferred Assets for the periods its rights and obligations hereunder or to any period ending on or before the Closing Date. The Date (for example, for purposes of any Tax or accounting audit or any claim or litigation matter, but not for any dispute or claim between Buyer agrees that it and Sellers in connection with this Agreement, the Transaction Documents or otherwise), for periods prior to the Closing and shall preserve and keep all original such books and records in respect of until the Transferred Assets in the possession or control of the Buyer or its Affiliates for at least the longer later of (i) any applicable statute of limitations and such period as shall be consistent with Buyer’s records retention policy in effect from time to time, (ii) a the retention period required by applicable Law, (iii) the conclusion of six all bankruptcy proceedings relating to the Chapter 11 Cases, or (6iv) years from such three (3) period. Such access shall include access to any information in electronic form to the Closing Dateextent reasonably available. The Buyer acknowledges that Sellers and their Affiliates shall also have the right to retain originals or copies of all original IRS Forms W-8 of books and W-9 records included in respect of or related to the Transferred Acquired Assets relating for periods prior to periods ending on or before the Closing DateClosing. (b) During such six For a period of three (6)-year 3) years after the Closing Date, or longer period, (i) representatives conclusion of the Chapter 11 Cases (if occurring earlier), Sellers and their Affiliates shall, upon shall provide to Buyer (after reasonable notice and for any reasonable business purpose, have access during normal business hours and without undue interference to confidentially examinethe business operations of Sellers, inspect and copy such at Buyer’s sole cost and expense) reasonable access to, including the right to make copies of, all books and records and (ii) the Buyer shall provide related to the Sellers or their Affiliates access Acquired Assets but not transferred to such books and records Buyer as part of the Closing, to the extent reasonably necessary to permit Buyer to determine any matter relating to its rights and obligations hereunder or to any period ending on or after the Transferred Assets as the Closing Date (for example, for purposes of any Tax or accounting audit or any claim or litigation matter, but not for any dispute or claim between Buyer and Sellers or their Affiliates shall reasonably request in connection with this Agreement, the Transaction Documents or otherwise), for periods after the Closing. Such access shall include access to any action, suit, arbitration, proceeding or investigation to which a Seller or any of its Affiliates are parties or information in connection with the requirements of any Applicable Law applicable to a Seller or any of its Affiliates. The Sellers or their Affiliates, as applicable, shall return such original books and records electronic form to the Buyer or such Affiliate of the Buyer as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence. (c) After such six (6)-year or longer period, before the Buyer or any Affiliate of the Buyer shall dispose of any of such books and records, the Buyer shall give at least ninety (90) days’ prior written notice of such intention to dispose to the Sellers, and the Sellers or any of their Affiliates shall be given an opportunity, at their cost and expense, to remove and retain all or any part of such books and records as it may elect.extent reasonably available

Preservation of Books and Records. (a) The Sellers and their Affiliates shall have the right to make and retain copies (at their sole expense) of all books and records relating to the Transferred Assets for the periods ending on or before the Closing Date. The Buyer agrees that it shall preserve and keep all original books and records in respect of the Transferred Assets in the possession or control of the Buyer or its Affiliates for at least the longer of (i) any applicable statute of limitations and (ii) For a period of six (6) seven years from the Closing Date. The Sellers and their Affiliates : (i) Neither Purchaser nor Parent shall also have the right to retain all original IRS Forms W-8 and W-9 in respect dispose of or destroy any of the Transferred Assets books and records of the Rolodex Business relating to periods ending on or before prior to the Closing Date("BOOKS AND RECORDS") without first offering to turn over possession thereof to Seller by written notice to Seller at least 90 days prior to the proposed date of such disposition or destruction. (ii) Purchaser and Parent shall allow Seller and its agents access to all Books and Records on reasonable notice and at reasonable times at Purchaser's principal place of business or at any location where any Books and Records are stored, and Seller shall have the right, at its own expense, to make copies of any Books and Records; provided, however, that any such access or copying shall be had or done in such a manner so as not to unduly interfere with the normal conduct of Purchaser's business. (iii) Purchaser and Parent shall make available to Seller upon reasonable notice to Seller and at reasonable times and upon written request (A) Purchaser's or Parent's personnel to assist Seller in locating and obtaining any Books and Records, and (B) any of Purchaser's or Parent's personnel whose assistance or participation is reasonably required by Seller or any of its affiliates in anticipation of, or preparation for, existing or future Litigation or other matters in which Seller or any of its affiliates is involved. Seller shall reimburse Purchaser and Parent for the reasonable out-of-pocket expenses incurred by them in performing the covenants contained in this Section 6.2(a). (b) During such six (6)-year or longer period, (iThe seven-year period referred to in Section 6.2(a) representatives of shall be extended in the Sellers and their Affiliates shall, upon reasonable notice and for event that any reasonable business purpose, have access during normal business hours to confidentially examine, inspect and copy such books and records and (ii) the Buyer shall provide to the Sellers or their Affiliates access to such books and records relating to the Transferred Assets as the Sellers or their Affiliates shall reasonably request in connection with any action, suit, arbitration, proceeding Litigation or investigation to which a Seller has been commenced or is pending or threatened at the termination of such seven-year period and such extension shall continue until any of its Affiliates are parties such Litigation or in connection with the requirements of any Applicable Law applicable to a Seller investigation has been settled through judgment or any of its Affiliates. The Sellers otherwise or their Affiliates, as applicable, shall return such original books and records to the Buyer or such Affiliate of the Buyer as soon as such books and records are is no longer needed in connection with the circumstances described in the immediately preceding sentencepending or threatened. (c) After such six (6)-year or longer period, before the Buyer or any Affiliate The provisions of the Buyer shall dispose of any of such books and records, the Buyer shall give at least ninety (90) days’ prior written notice of such intention to dispose to the Sellers, and the Sellers or any of their Affiliates this Section 6.2 shall be given an opportunity, at their cost in addition to any other obligations of Purchaser and expense, to remove and retain all or any part of such books and records as it may electParent under this Agreement.

Preservation of Books and Records. (a) The Sellers and their Affiliates Seller Group shall have the right to make and retain copies (at their sole expense) a copy of all books and records of the PP&S Business constituting Purchased Assets to the extent relating to the Transferred Assets for the periods ending on or before prior to the Closing Date. The Buyer agrees that it Purchaser shall preserve and keep keep, or cause to be preserved and kept, all original books and records in respect of the Transferred PP&S Business to the extent included in the Purchased Assets delivered to Purchaser at Closing in the possession or control of the Buyer Purchaser or its Affiliates Subsidiaries for at least the longer of (ia) any applicable statute of limitations and (iib) a period of six (6) seven years from the Closing Date. The Sellers and their Affiliates shall also have the right to retain all original IRS Forms W-8 and W-9 in respect of the Transferred Assets relating to periods ending on or before the Closing Date. (b) During such six (6)-year or longer period, (ix) representatives of the Sellers Seller Group and their Affiliates its Representatives shall, upon reasonable prior notice and for any reasonable business purposepurpose (including the preparation of Tax Returns, claims relating to Excluded Liabilities, the preparation of financial statements or United States Securities and Exchange Commission reporting obligations (in each case, other than the determination of any matter relating to the rights or obligations of the Seller Group under any of the Transaction Agreements), and except as reasonably determined in good faith by Purchaser after consultation with outside counsel to be necessary to (i) ensure compliance with any applicable Law or (ii) preserve any applicable privilege (including the attorney-client privilege)), have access during normal business hours to confidentially examine, inspect and copy such books and records and (iiy) Purchaser shall provide, or cause to be provided to, the Buyer shall provide to the Sellers or their Affiliates Seller Group and its Representatives, access to such books and records relating to the Transferred Assets as the Sellers or their Affiliates Seller Group shall reasonably request in connection with any action, suit, arbitration, proceeding or investigation Action to which the Seller Group is a Seller or party (and to which neither Purchaser nor any of its Affiliates are parties is a party) or in connection with the requirements of any Applicable Law applicable to a the Seller or any of its AffiliatesGroup. The Sellers or their Affiliates, as applicable, shall return such original books and records to the Buyer or such Affiliate of the Buyer as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence. (c) After such six (6)-year seven-year or longer period, before the Buyer Purchaser or any Affiliate of the Buyer its Subsidiaries shall dispose of any of such books and records, the Buyer Purchaser shall give at least ninety (90) 90 days’ prior written notice of such intention to dispose to the SellersSeller, and the Sellers or any of their Affiliates Seller shall be given an opportunity, at their its cost and expense, to remove and retain all or any part of such books and records as it may elect. Seller shall, and shall cause its controlled Affiliates to, preserve and keep, the Excluded Employee Records in the possession of the Seller Group in a manner consistent with the Seller Group’s past practices to the extent permitted by applicable Law. For so long as such records are preserved, Seller shall provide, or cause to be provided to, Purchaser and its Representatives, access to such Excluded Employee Records as Purchaser shall reasonably request for any reasonable business purpose (including in connection with any Action to which Purchaser or its Subsidiaries (including the Purchased Entities), the Purchased Assets, the Assumed Liabilities or the PP&S Business are subject or in connection with the requirements of any Law applicable to the PP&S Business, the Purchased Assets or the Assumed Liabilities).

Preservation of Books and Records. (a) The Sellers Seller Parent and their its Affiliates shall have the right to make and retain copies (at their sole expense) of all books and records of the Business relating to the Transferred Assets for the periods ending on or before the Closing DateDate to the extent necessary to comply with applicable Law. The Buyer agrees that it shall preserve and keep all original books and records in respect of the Transferred Assets Business in the possession or control of the Buyer or its Affiliates for at least the longer of (i) any applicable statute of limitations and (ii) a period of six (6) years from the Closing Date. The Sellers and their Affiliates shall also have Buyer shall, upon Seller Parent’s reasonable request, make available to Seller Parent the right to retain all original IRS Forms W-8 and W-9 in respect of its possession that are Related to the Transferred Assets Business relating to periods period ending on or before the Closing DateDate to enable Seller Parent or its Affiliates to respond to a Taxing Authority’s request therefor. (b) During such six (6)-year or longer 6) year period, (i) representatives of the Sellers and their Affiliates shall, upon reasonable notice and for any reasonable business purpose, have access during normal business hours to confidentially examine, inspect and copy such books and records and (ii) the Buyer shall provide to the Sellers or their Affiliates access to such books and records relating to the Transferred Assets as the Sellers or their Affiliates shall reasonably request in connection with any action, suit, arbitration, proceeding or investigation to which a Seller or any of its Affiliates are parties or in connection with the requirements may at any time dispose of any Applicable Law applicable to a Seller or any of its Affiliates. The Sellers or their Affiliates, as applicable, shall return such original books and records to the Buyer or extent permitted by applicable Law, which such Affiliate disposal shall not be a breach of the Buyer as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence. (c) After such six (6)-year or longer periodthis Agreement; provided, that before the Buyer or any Affiliate of the Buyer shall dispose of any of such books and records, the Buyer shall give at least ninety (90) days’ prior written notice of such intention to dispose to Seller, together with a reasonably detailed list of the Sellersbooks and records to be disposed of, and the Sellers Seller or any of their its Affiliates shall be given an opportunity, at their sole cost and expense, to remove and retain all or any part of such books and records as it may elect. (c) As soon as reasonably practical after the Closing Date and subject to applicable Law, the Seller Parties shall deliver or cause to be delivered to Buyer all books, records, data and files, including (without duplication) records and files stored on computer discs or tapes or any other storage medium (collectively, “Records”) in the possession of or under the reasonable control of the Seller Parties (other than the Companies) that the Companies need, or as may be reasonably requested by Buyer, in order to operate the Business following the Closing; provided, however, that: (i) Buyer recognizes that portions of certain Records may solely relate to Seller Parent or to Subsidiaries, divisions or assets of Seller Parent other than the Business and that Seller Parent may extract and or redact such Records; (ii) Seller Parent may retain (and not provide copies of) all Records prepared in connection with the sale of the Business, including bids received from other parties and analyses relating to the sale of the Business; and (iii) Seller Parent may retain any combined, consolidated or unitary Tax Returns that include a Company and Buyer shall be provided with copies of such Tax Returns only to the extent that they relate to separate Tax Returns or Tax Liability of any of the Companies or with respect to the Acquired Assets, Assumed Liabilities or the Business.

Preservation of Books and Records. (a) The Sellers Seller and their its Affiliates shall have the right to make and retain copies (at their sole expense) of all books and records of the Business relating to the Transferred Assets for the periods ending on or before the Closing Date. The Buyer Xxxxx agrees that it shall preserve and keep all original books and records in respect of the Transferred Assets Business in the possession or control of the Buyer or its Affiliates for at least the longer of of (ia) any applicable statute of limitations and (iib) a period of the earlier of (x) six (6) years from the Closing Date and (y) the Wind-Up Date. The Sellers and their Affiliates shall also have the right to retain all original IRS Forms W-8 and W-9 in respect of the Transferred Assets relating to periods ending on or before the Closing Date. (b) During such six (6)-year or longer period, (i) representatives Representatives of the Sellers Seller and their its Affiliates shall, upon reasonable notice and for any reasonable business purposepurpose (including the purposes described in Section 7.01), have access during normal business hours to confidentially examine, inspect and copy such books and records and (ii) the Buyer shall provide to the Sellers or their Seller and its Affiliates access to such original books and records relating to of the Transferred Assets Entities or the Business as the Sellers Seller or their its Affiliates shall reasonably request in connection with any action, suit, arbitration, proceeding or investigation to which a request. Seller or any of its Affiliates are parties or in connection with the requirements of any Applicable Law applicable to a Seller or any of its Affiliates. The Sellers or their Affiliates, as applicable, shall return such original books and records to the Buyer or such Affiliate of the Buyer as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence. (c) . After such six (6)-year or longer period, before the Buyer or any Affiliate of the Buyer shall dispose of any of such books and records, the Buyer shall give at least ninety (90) days’ prior written notice to Seller of such its intention to dispose to the Sellerssuch books and records, and the Sellers or Seller and/or any of their its respective Affiliates shall be given an opportunity, at their cost and expense, to remove and retain all or any part of such books and records as it or they may elect.

Preservation of Books and Records. (a) The Sellers and their Affiliates shall have the right to make and retain copies (at their sole expense) of all books and records of the Business relating to the Transferred Assets for the periods ending on or before prior to the Closing DateDate provided that such books and records are kept confidential in accordance with its normal confidentiality procedures. The Buyer Acquiror agrees that it shall preserve and keep keep, or cause to be preserved and kept, all original books and records in respect of the Transferred Assets Business in the possession or control of the Buyer Acquiror or its Affiliates for at least the longer of (i) any applicable statute of limitations and (ii) a period of six (6) years from the Closing Date. The Sellers and their Affiliates shall also have the right to retain all original IRS Forms W-8 and W-9 in respect of the Transferred Assets relating to periods ending on or before the Closing Date. (b) During such six (6)-year six-year or longer period, (i) representatives Representatives of the Sellers and their Affiliates shall, upon reasonable notice and for any reasonable business purpose, have access during normal business hours to confidentially examine, inspect and copy such books and records and (ii) records. During such six-year or longer period, the Buyer Acquiror shall provide provide, or cause to be provided to, the Sellers or their Affiliates Affiliates, access to such original books and records relating to of the Transferred Assets Business as the Sellers or their Affiliates shall reasonably request in connection with any action, suit, arbitration, proceeding or investigation Action to which a Seller the Sellers or any of its their Affiliates are parties or in connection with the requirements of any Applicable Law applicable to a Seller the Sellers or any of its their Affiliates. The Sellers or their Affiliates, as applicable, shall return such original books and records to the Buyer or such Affiliate of the Buyer as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence. (c) After such six (6)-year six-year or longer period, before the Buyer Acquiror or GE, as the case may be, or any Affiliate of the Buyer thereof, shall dispose of any of such books and records, the Buyer such party shall give at least ninety (90) 90 days’ prior written notice of such intention to dispose to the Sellersother party, and the Sellers other party or any of their its Affiliates shall be given an opportunity, at their cost and expense, to remove and retain all or any part of such books and records as it may elect. If so requested by GE or the Acquiror, GE and the Acquiror and its Affiliate shall enter into a customary joint defense and confidentiality agreement with respect to any information to be provided pursuant to this Section 5.03.

Preservation of Books and Records. Except as otherwise provided in Article IX: (a) The Sellers and their Affiliates shall have the right to make and retain copies (at their sole expense) of all books and records relating to the Transferred Assets for the periods ending on or before the Closing Date. The Buyer agrees that it shall preserve and keep all original books and records in respect of the Transferred Assets in the possession or control of the Buyer or its Affiliates for at least For the longer of (i) any applicable statute of limitations and (ii) a period of six (6) years from the Closing Date. The Sellers , Seller and their its Affiliates shall also have the right to retain copies of all original IRS Forms W-8 books and W-9 in respect records of the Transferred Assets Business relating to periods ending on or before the Closing Date (A) relating to information (including employment and medical records) regarding the employees of the Business, (B) required by any Government Authority, including pursuant to any applicable Law or regulatory request, or (C) as may be necessary for the Seller Parties to perform their respective obligations pursuant to any Transaction Agreement. Bxxxx agrees that it shall preserve and keep all original books and records in respect of the Business existing as of the Closing Date in the possession or control of Buyer or its Affiliates for the longer of (x) any applicable statute of limitations and (y) a period of six years from the Closing Date. (b) During such six (6)-year six-year or longer period, (i) representatives Representatives of the Sellers Buyer and their its Affiliates shall, upon reasonable notice and for any reasonable business purpose, have access during normal business hours to confidentially examine, inspect and copy such books and records retained by Seller or its Affiliates with respect to the Business, including any books and records with respect to the Business that are commingled with the books and records of other businesses of Seller and the Seller Group, and (ii) the Buyer Seller shall provide to the Sellers Buyer or their Affiliates its Affiliates, access to such original books and records relating of the Transferred Entities or the Business, including any books and records with respect to the Transferred Assets Business that are commingled with the books and records of other businesses of Seller and the Seller Group, as the Sellers Buyer or their its Affiliates shall reasonably request request, including in connection with any action, suit, arbitration, proceeding or investigation Action to which a Seller Buyer or any of its Affiliates are parties or in connection with the requirements of any Applicable Law applicable to a Seller Buyer or any of its Affiliates. The Sellers or their Affiliates, as applicable, shall return such original books and records to the Buyer or such Affiliate of the Buyer as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence. (c) After such six (6)-year six-year or longer period, before the Buyer Seller or any Affiliate of the Buyer shall dispose of any of such books and records, the Buyer Seller shall give at least ninety (90) 90 days’ prior written notice of such intention to dispose to the SellersBuyer, and the Sellers Buyer or any of their its Affiliates shall be given an opportunity, at their cost and expense, to remove and retain all or any part of such books and records as it may elect.

Preservation of Books and Records. (a) The Sellers and their Affiliates Seller shall have the right to make and retain copies (at their sole expense) of all books and records relating to the Transferred Purchased Assets for the relating to periods ending on or before prior to the Closing Date. The Buyer agrees Closing, provided that it such books and records are kept confidential in accordance with the Seller’s normal confidentiality procedures and the provisions of Section 7.01. (b) Without prejudice to the provisions of Section 3.03, the Purchaser shall preserve and keep all original keep, or cause to be preserved and kept, the books and records in respect of relating to the Transferred Purchased Assets in the possession or control of the Buyer Purchaser or its Affiliates for at least the longer of of: (i) any applicable statute of limitations limitations; and (ii) a period of six (6) years [***] from the Closing Date. The Sellers and their Affiliates shall also have the right to retain all original IRS Forms W-8 and W-9 in respect of the Transferred Assets relating to periods ending on or before the Closing DateClosing. (bc) During Without prejudice to the provisions of Section 3.03, during such six (6)-year or longer retention period, : (i) the Purchaser shall permit representatives of the Sellers and their Affiliates shall, upon reasonable notice and for any reasonable business purpose, an applicable Regulatory Authority to have access during normal business hours to confidentially examine, and inspect and copy such books and records at Purchaser’s place of business, upon reasonable written notice from the Seller to Purchaser reasonably in advance of such inspection, and only in connection with any regulatory examination, quality related inquiry, Legal Proceeding or bona-fide compliance matter, in each case, with respect to the Product outside of the Territory; and (ii) the Buyer Purchaser shall provide use Commercially Reasonable Efforts, at the Seller’s expense, to provide, or cause to be provided to, the Sellers or their Affiliates access to Seller with an electronic copy of any such books and records relating to extent included in the Transferred Purchased Assets as of the Sellers or their Affiliates Closing as the Seller shall reasonably request in connection with any action, suit, arbitration, proceeding or investigation Legal Proceeding to which a the Seller or any of its Affiliates are parties or in connection with the requirements of any Applicable Law applicable to a Seller or any of its Affiliates. The Sellers or their Affiliates, as applicable, shall return such original books and records to the Buyer or such Affiliate of the Buyer as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentencethem. (cd) After No Party shall be obligated to provide the other Party with access to any books or records pursuant to this Section 7.02 where such six (6)-year or longer period, before the Buyer access would violate any Law or any Affiliate of the Buyer shall dispose of any of such books and records, the Buyer shall give at least ninety (90) days’ prior written notice of such intention to dispose to the Sellers, and the Sellers or any of their Affiliates shall be given an opportunity, at their cost and expense, to remove and retain all or any part of such books and records as it may electagreement.

Preservation of Books and Records. (a) The Sellers and their Affiliates shall have the right to make and retain copies (at their sole expense) of all books and records relating to the Transferred Assets for the periods ending on or before the Closing Date. The Buyer agrees that it shall preserve and keep all original books and records in respect of the Transferred Assets in the possession or control of the Buyer or its Affiliates for at least the longer of (i) any applicable statute of limitations and (ii) For a period of six (6) seven --------------------------------- years from the Closing Date. The Sellers and their Affiliates : (i) Buyer shall also have the right to retain all original IRS Forms W-8 and W-9 in respect not dispose of or destroy any of the Transferred Assets Books and Records relating to periods ending on or before prior to the Closing Datewithout first offering to turn over possession thereof to Seller by written notice to Seller at least 90 days prior to the proposed date of such disposition or destruction. (ii) Buyer shall allow Seller and its agents access to all Books and Records on reasonable notice and at reasonable times at Buyer's principal place of business or at any location where any Books and Records are stored, and Seller shall have the right, at its own expense, to make copies of any Books and Records; provided, however, that any such access or copying shall be had or done in such a manner so as not to unduly interfere with the normal conduct of Buyer's business. (iii) Buyer shall make available to Seller upon reasonable notice to Seller and at reasonable times and upon written request (A) Buyer's personnel to assist Seller in locating and obtaining any Books and Records and (B) Buyer's personnel whose assistance or participation is reasonably required by Seller or any Subsidiary in anticipation of, or preparation for, existing or future litigation or other matters in which Seller or any Subsidiary is involved. Seller shall reimburse Buyer for the reasonable out-of-pocket expenses incurred by Buyer in performing the covenants contained in this Section 7.8(a). (b) During such six (6)-year or longer period, (iThe seven-year period referred to in Section 7.8(a) representatives of shall be extended in the Sellers and their Affiliates shall, upon reasonable notice and for event that any reasonable business purpose, have access during normal business hours to confidentially examine, inspect and copy such books and records and (ii) the Buyer shall provide to the Sellers or their Affiliates access to such books and records relating to the Transferred Assets as the Sellers or their Affiliates shall reasonably request in connection with any action, suit, arbitration, proceeding litigation or investigation to which a has been commenced or is pending or threatened at the termination of such seven-year period against Seller or any of its Affiliates are parties Subsidiary and such extension shall continue until any such litigation or investigation has been settled through judgment or otherwise or in connection with the requirements of any Applicable Law applicable to a Seller or any of its Affiliates. The Sellers or their Affiliates, as applicable, shall return such original books and records to the Buyer or such Affiliate of the Buyer as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentencepending or threatened. (c) After such six (6)-year or longer period, before the Buyer or any Affiliate of the Buyer shall dispose of any of such books and records, the Buyer shall give at least ninety (90) days’ prior written notice of such intention to dispose to the Sellers, and the Sellers or any of their Affiliates shall be given an opportunity, at their cost and expense, to remove and retain all or any part of such books and records as it may elect.