Common use of Preservation of Books and Records Clause in Contracts

Preservation of Books and Records. Subject to the other terms and provisions of this Agreement, including Section 6.04 and Section 6.08, the Sellers shall have the right to retain copies of all books and records of the IST Business relating to periods ending on or prior to the Closing Date in a manner reasonably consistent with the prior practices of the Sellers. Each Party agrees that it shall preserve and keep, or cause to be preserved and kept, all original books and records in respect of the IST Business (including documents and other information regarding the Licensed IST IP (as defined in the Intellectual Property Cross License Amendment)) in the possession of such Party or its Affiliates for the longer of (a) any applicable statute of limitations and (b) a period of six years from the Closing Date. During such six-year or longer period, Representatives of the Sellers or the Buyer shall, upon reasonable notice and in connection with the preparation of financial statements, or the determination of any matter relating to the rights or obligations of the Parties or any of their Affiliates under any of the Transaction Agreements, and, except as determined in good faith to be appropriate to (i) ensure compliance with any applicable Law or (ii) preserve any applicable attorney-client privilege (provided, that the Parties shall work in good faith to develop substitute arrangements that do not result in the loss of such privilege), have reasonable access upon reasonable notice during normal business hours to examine, inspect and copy such books and records. In addition, during such six-year or longer period, each Party shall provide, or cause to be provided to, the other Party, reasonable access to such original books and records of the IST Business preserved by such Party in accordance with this Section 6.03 as the other Party shall reasonably request. Such Party shall return such original books and records as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence. Notwithstanding anything to the contrary contained in this Section 6.03, (A) the access provided pursuant to this Section 6.03 shall be at the requesting Party’s expense and shall not unreasonably interfere with the business or operations of the Party providing the information or any of such Party’s Affiliates, (B) neither Party shall be required to provide to the other Party or its Representatives access or information in connection with any Action in which any Seller (or any of their Affiliates) is an adverse party to the Buyer (or any of its Affiliates) and (C) the auditors and accountants of the providing Party shall not be obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. After such six-year or longer period, before either Party or its Affiliates shall dispose of any of such books and records, such Party shall give at least 90 days’ prior written notice of such intention to dispose to the other Party, and the other Party or any of its Affiliates shall be given an opportunity, at its own cost and expense, to remove and retain all or any part of such books and records as it may elect. If so requested by either Party, the other Party and its respective Affiliates shall enter into a customary joint defense agreement or common interest agreement with respect to any information to be provided pursuant to this Section 6.03.

Preservation of Books and Records. Subject to the other terms The Sellers and provisions of this Agreement, including Section 6.04 and Section 6.08, the Sellers their Affiliates shall have the right to retain copies of all books and records of the IST Business relating to periods ending on or prior to the applicable Closing Date in a manner reasonably consistent with the prior practices Date, which books and records shall be deemed confidential information of the SellersBuyer as of the applicable Closing and subject to Section 5.04. Each Party party agrees that it shall preserve and keep, or cause to be preserved and kept, all original books and records in respect of the IST Business (including documents and other information regarding relating to periods ending on or prior to the Licensed IST IP (as defined in the Intellectual Property Cross License Amendment)) applicable Closing Date in the possession of such Party party or its Affiliates for the longer of (a) any requirement under any applicable statute of limitations and Law or (b) 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 Initial Closing Date). During such six-six (6) year or longer period, Representatives of the Sellers or the Buyer each party shall, upon reasonable notice and in connection with the preparation of financial statements, or the determination of for any matter relating to the rights or obligations of the Parties or any of their Affiliates under any of the Transaction Agreements, and, except as determined in good faith to be appropriate to (i) ensure compliance with any applicable Law or (ii) preserve any applicable attorney-client privilege (provided, that the Parties shall work in good faith to develop substitute arrangements that do not result in the loss of such privilege)reasonable business purpose, have reasonable access upon reasonable notice during normal business hours to examine, inspect and copy (at the expense of the requesting party) such books and records. In addition, during During such six-six (6) year or longer period, the Sellers, on the one hand, and the Buyer, on the other hand, shall provide each Party shall provideother with, or cause to be provided toto each other, the other Party, reasonable access to such original books and records of the IST Business preserved by as such Party in accordance with this Section 6.03 as the other Party party shall reasonably requestrequest in connection with any Action to which such other party or its Affiliates are parties or in connection with the requirements of any Law applicable to such other party. Such Party The other party shall return such original books and records to the providing party or such Affiliate as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence. Notwithstanding anything to the contrary contained in this Section 6.03, (A) the access provided pursuant to this Section 6.03 shall be at the requesting Party’s expense and shall not unreasonably interfere with the business or operations of the Party providing the information or any of such Party’s Affiliates, (B) neither Party shall be required to provide to the other Party or its Representatives access or information in connection with any Action in which any Seller (or any of their Affiliates) is an adverse party to the Buyer (or any of its Affiliates) and (C) the auditors and accountants of the providing Party shall not be obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. After such six-six (6) year or longer period, before either Party the Sellers, on the one hand, and the Buyer, on the other hand (or its Affiliates any of their respective Affiliates) shall dispose of any of such books and records, such Party party shall give at least 90 sixty (60) days’ prior written notice of such intention to dispose to the other Partyparty, and the other Party or any of its Affiliates party shall be given an opportunity, at its own 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 either Partya party, the other Party and its respective Affiliates party shall enter into a customary joint defense agreement or common interest agreement with the requesting party with respect to any information to be provided to a party pursuant to this Section 6.035.03. 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. Subject to the other terms (a) The CCR Parties and provisions of this Agreement, including Section 6.04 and Section 6.08, the Sellers their Affiliates shall have the right to retain copies of all books and records of the IST CCR Business relating to periods ending on or prior to the Closing Date in a manner reasonably consistent with the prior practices Date, which books and records shall be deemed confidential information of the SellersCCBCC Parties as of the Closing and subject to Section 5.04. Each Party agrees The CCR Parties agree that it they shall preserve and keep, or cause to be preserved and kept, all original books and records in respect of the IST CCR Business (including documents and other information regarding relating to periods ending prior to the Licensed IST IP (as defined in the Intellectual Property Cross License Amendment)) Closing Date in the possession of such Party the CCR Parties or its their Affiliates for the longer of (a) any requirement under any applicable statute of limitations and Law or (b) a period of six (6) years from the Closing Date. During such six-six (6) year or longer period, Representatives of the Sellers or the Buyer CCBCC Parties shall, upon reasonable notice and in connection with the preparation of financial statements, or the determination of for any matter relating to the rights or obligations of the Parties or any of their Affiliates under any of the Transaction Agreements, and, except as determined in good faith to be appropriate to (i) ensure compliance with any applicable Law or (ii) preserve any applicable attorney-client privilege (provided, that the Parties shall work in good faith to develop substitute arrangements that do not result in the loss of such privilege)reasonable business purpose, have reasonable access upon reasonable notice during normal business hours to examine, inspect and copy (at the expense of the requesting party) such books and records. In addition, during During such six-six (6) year or longer period, the CCR Parties, on the one hand, and the CCBCC Parties, on the other hand, shall provide each Party shall provideother with, or cause to be provided toto each other, the other Party, reasonable access to such original books and records of the IST CCR Business preserved by as such Party in accordance with this Section 6.03 as the other Party party shall reasonably requestrequest in connection with any Action to which such other party or its Affiliates are parties or in connection with the requirements of any Law applicable to such other party. Such Party The other party shall return such original books and records to the providing party or such Affiliate as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence. Notwithstanding anything to the contrary contained in this Section 6.03, (A) the access provided pursuant to this Section 6.03 shall be at the requesting Party’s expense and shall not unreasonably interfere with the business or operations of the Party providing the information or any of such Party’s Affiliates, (B) neither Party shall be required to provide to the other Party or its Representatives access or information in connection with any Action in which any Seller (or any of their Affiliates) is an adverse party to the Buyer (or any of its Affiliates) and (C) the auditors and accountants of the providing Party shall not be obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. After such six-six (6) year or longer period, before either Party the CCR Parties, on the one hand, and the CCBCC Parties, on the other hand (or its Affiliates any of their respective Affiliates), shall dispose of any of such books and records, such Party party shall give at least 90 sixty (60) days’ prior written notice of such intention to dispose to the other Partyparty, and the other Party or any of its Affiliates party shall be given an opportunity, at its own cost and expense, to remove and retain all or any part of such books and records as it the other party may elect. (b) The CCBCC Parties and their Affiliates shall have the right to retain copies of all books and records of the CCBCC Business relating to periods ending prior to the Closing Date, which books and records shall be deemed confidential information of the CCR Parties as of the Closing and subject to Section 5.04. The CCBCC Parties agree that they shall preserve and keep, or cause to be preserved and kept, all original books and records in respect of the CCBCC Business relating to periods ending prior to the Closing Date in the possession of the CCBCC Parties or their Affiliates for the longer of (a) any requirement under any applicable Law or (b) a period of six (6) years from the Closing Date. During such six (6) year or longer period, Representatives of the CCR Parties or their designees shall, upon reasonable notice and for any reasonable business purpose, have access during normal business hours to examine, inspect and copy (at the expense of the requesting party) such books and records. During such six (6) year or longer period, the CCBCC Parties on the one hand, and the CCR Parties, on the other hand, shall provide each other with, or cause to be provided to each other, such original books and records of the CCBCC Business as such other party shall reasonably request in connection with any Action to which such other party or its Affiliates are parties or in connection with the requirements of any Law applicable to such other party. The other party shall return such original books and records to the providing party or such Affiliate as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence. After such six (6) year or longer period, before the CCBCC Parties, on the one hand, and the CCR Parties, on the other hand (or any of their respective Affiliates) shall dispose of any of such books and records, such party shall give at least sixty (60) days’ prior written notice of such intention to dispose to the other party, and the other party shall be given an opportunity, at its cost and expense, to remove and retain all or any part of such books and records as the other party may elect. (c) If so requested by either Partya party, the other Party and its respective Affiliates party shall enter into a customary joint defense agreement or common interest agreement with the requesting party with respect to any information to be provided pursuant to Section 5.03(a) or Section 5.03(b), as applicable. Notwithstanding anything in this Agreement to the contrary, nothing in this Section 6.035.03 shall require the CCBCC Parties or the CCR Parties, as the case may be, to make available any such records in connection with any indemnity claim hereunder made by any CCBCC Indemnified Party or CCR Indemnified Party, as applicable, which claim shall be subject to applicable rules of discovery.

Preservation of Books and Records. Subject to the other terms (a) The CCR Parties and provisions of this Agreement, including Section 6.04 and Section 6.08, the Sellers their Affiliates shall have the right to retain copies of all books and records of the IST CCR Business relating to periods ending on or prior to the Closing Date in a manner reasonably consistent with the prior practices Date, which books and records shall be deemed confidential information of the SellersCCBCC Parties as of the Closing and subject to Section 5.04. Each Party agrees The CCR Parties agree that it they shall preserve and keep, or cause to be preserved and kept, all original books and records in respect of the IST CCR Business (including documents and other information regarding relating to periods ending on or prior to the Licensed IST IP (as defined in the Intellectual Property Cross License Amendment)) Closing Date in the possession of such Party the CCR Parties or its their Affiliates for the longer of (a) any requirement under any applicable statute of limitations and Law or (b) a period of six (6) years from the Closing Date. During such six-six (6) year or longer period, Representatives of the Sellers or the Buyer CCBCC Parties shall, upon reasonable notice and in connection with the preparation of financial statements, or the determination of for any matter relating to the rights or obligations of the Parties or any of their Affiliates under any of the Transaction Agreements, and, except as determined in good faith to be appropriate to (i) ensure compliance with any applicable Law or (ii) preserve any applicable attorney-client privilege (provided, that the Parties shall work in good faith to develop substitute arrangements that do not result in the loss of such privilege)reasonable business purpose, have reasonable access upon reasonable notice during normal business hours to examine, inspect and copy (at the expense of the requesting party) such books and records. In addition, during During such six-six (6) year or longer period, the CCR Parties, on the one hand, and the CCBCC Parties, on the other hand, shall provide each Party shall provideother with, or cause to be provided toto each other, the other Party, reasonable access to such original books and records of the IST CCR Business preserved by as such Party in accordance with this Section 6.03 as the other Party party shall reasonably requestrequest in connection with any Action to which such other party or its Affiliates are parties or in connection with the requirements of any Law applicable to such other party. Such Party The other party shall return such original books and records to the providing party or such Affiliate as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence. Notwithstanding anything to the contrary contained in this Section 6.03, (A) the access provided pursuant to this Section 6.03 shall be at the requesting Party’s expense and shall not unreasonably interfere with the business or operations of the Party providing the information or any of such Party’s Affiliates, (B) neither Party shall be required to provide to the other Party or its Representatives access or information in connection with any Action in which any Seller (or any of their Affiliates) is an adverse party to the Buyer (or any of its Affiliates) and (C) the auditors and accountants of the providing Party shall not be obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. After such six-six (6) year or longer period, before either Party the CCR Parties, on the one hand, and the CCBCC Parties, on the other hand (or its Affiliates any of their respective Affiliates), shall dispose of any of such books and records, such Party party shall give at least 90 sixty (60) days’ prior written notice of such intention to dispose to the other Partyparty, and the other Party or any of its Affiliates party shall be given an opportunity, at its own cost and expense, to remove and retain all or any part of such books and records as it the other party may elect. (b) The CCBCC Parties and their Affiliates shall have the right to retain copies of all books and records of the CCBCC Business relating to periods ending on or prior to the Closing Date, which books and records shall be deemed confidential information of the CCR Parties as of the Closing and subject to Section 5.04. The CCBCC Parties agree that they shall preserve and keep, or cause to be preserved and kept, all original books and records in respect of the CCBCC Business relating to periods ending on or prior to the Closing Date in the possession of the CCBCC Parties or their Affiliates for the longer of (a) any requirement under any applicable Law or (b) a period of six (6) years from the Closing Date. During such six (6) year or longer period, Representatives of the CCR Parties or their designees shall, upon reasonable notice and for any reasonable business purpose, have access during normal business hours to examine, inspect and copy (at the expense of the requesting party) such books and records. During such six (6) year or longer period, the CCBCC Parties on the one hand, and the CCR Parties, on the other hand, shall provide each other with, or cause to be provided to each other, such original books and records of the CCBCC Business as such other party shall reasonably request in connection with any Action to which such other party or its Affiliates are parties or in connection with the requirements of any Law applicable to such other party. The other party shall return such original books and records to the providing party or such Affiliate as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence. After such six (6) year or longer period, before the CCBCC Parties, on the one hand, and the CCR Parties, on the other hand (or any of their respective Affiliates) shall dispose of any of such books and records, such party shall give at least sixty (60) days’ prior written notice of such intention to dispose to the other party, and the other party shall be given an opportunity, at its cost and expense, to remove and retain all or any part of such books and records as the other party may elect. (c) If so requested by either Partya party, the other Party and its respective Affiliates party shall enter into a customary joint defense agreement or common interest agreement with the requesting party with respect to any information to be provided pursuant to Section 5.03(a) or Section 5.03(b), as applicable. Notwithstanding anything in this Agreement to the contrary, nothing in this Section 6.035.03 shall require the CCBCC Parties or the CCR Parties, as the case may be, to make available any such records in connection with any indemnity claim hereunder made by any CCBCC Indemnified Party or CCR Indemnified Party, as applicable, which claim shall be subject to applicable rules of discovery.

Preservation of Books and Records. Subject to the other terms The Seller and provisions of this Agreement, including Section 6.04 and Section 6.08, the Sellers its Affiliates shall have the right to retain copies of all books and records of the IST Business Company relating to periods ending on or prior to the Closing Date in a manner reasonably consistent with the prior practices Date, which books and records shall be deemed confidential information of the SellersBuyer as of the Closing and subject to Section 5.04. Each Party party agrees that it shall preserve and keep, or cause to be preserved and kept, all original books and records in respect of the IST Business (including documents and other information regarding Company relating to periods ending on or prior to the Licensed IST IP (as defined in the Intellectual Property Cross License Amendment)) Closing Date in the possession of such Party party or its Affiliates for the longer of (a) any requirement under any applicable statute of limitations and Law or (b) a period of six (6) years from the Closing Date. During such six-six (6) year or longer period, Representatives of the Sellers or the Buyer each party shall, upon reasonable notice and in connection with the preparation of financial statements, or the determination of for any matter relating to the rights or obligations of the Parties or any of their Affiliates under any of the Transaction Agreements, and, except as determined in good faith to be appropriate to (i) ensure compliance with any applicable Law or (ii) preserve any applicable attorney-client privilege (provided, that the Parties shall work in good faith to develop substitute arrangements that do not result in the loss of such privilege)reasonable business purpose, have reasonable access upon reasonable notice during normal business hours to examine, inspect and copy (at the expense of the requesting party) such books and records. In addition, during During such six-six (6) year or longer period, the Seller, on the one hand, and the Buyer, on the other hand, shall provide each Party shall provideother with, or cause to be provided toto each other, the other Party, reasonable access to such original books and records of the IST Business preserved by Company as such Party in accordance with this Section 6.03 as the other Party party shall reasonably requestrequest in connection with any Action to which such other party or its Affiliates are parties or in connection with the requirements of any Law applicable to such other party. Such Party The other party shall return such original books and records to the providing party or such Affiliate as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence. Notwithstanding anything to the contrary contained in this Section 6.03, (A) the access provided pursuant to this Section 6.03 shall be at the requesting Party’s expense and shall not unreasonably interfere with the business or operations of the Party providing the information or any of such Party’s Affiliates, (B) neither Party shall be required to provide to the other Party or its Representatives access or information in connection with any Action in which any Seller (or any of their Affiliates) is an adverse party to the Buyer (or any of its Affiliates) and (C) the auditors and accountants of the providing Party shall not be obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. After such six-six (6) year or longer period, before either Party the Seller, on the one hand, and the Buyer, on the other hand (or its Affiliates any of their respective Affiliates) shall dispose of any of such books and records, such Party party shall give at least 90 sixty (60) days’ prior written notice of such intention to dispose to the other Partyparty, and the other Party or any of its Affiliates party shall be given an opportunity, at its own 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 either Partya party, the other Party and its respective Affiliates party shall enter into a customary joint defense agreement or common interest agreement with the requesting party with respect to any information to be provided to a party pursuant to this Section 6.035.03. Notwithstanding anything in this Agreement to the contrary, nothing in this Section 5.03 shall require the Buyer or the Seller, 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 CCBCC Indemnified Party, as applicable, which claim shall be subject to applicable rules of discovery.

Preservation of Books and Records. Subject to the other terms The Sellers and provisions of this Agreement, including Section 6.04 and Section 6.08, the Sellers their Affiliates shall have the right to retain copies of all books and records of the IST Business relating to periods ending on or prior to the applicable Closing Date in a manner reasonably consistent with the prior practices Date, which books and records shall be deemed confidential information of the SellersBuyer as of the applicable Closing and subject to Section 5.04. Each Party party agrees that it shall preserve and keep, or cause to be preserved and kept, all original books and records in respect of the IST Business (including documents and other information regarding relating to periods ending on or prior to the Licensed IST IP (as defined in the Intellectual Property Cross License Amendment)) applicable Closing Date in the possession of such Party party or its Affiliates for the longer of (a) any requirement under any applicable statute of limitations and Law or (b) 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 Interim Closing Date, as the case may be). During such six-six (6) year or longer period, Representatives of the Sellers or the Buyer each party shall, upon reasonable notice and in connection with the preparation of financial statements, or the determination of for any matter relating to the rights or obligations of the Parties or any of their Affiliates under any of the Transaction Agreements, and, except as determined in good faith to be appropriate to (i) ensure compliance with any applicable Law or (ii) preserve any applicable attorney-client privilege (provided, that the Parties shall work in good faith to develop substitute arrangements that do not result in the loss of such privilege)reasonable business purpose, have reasonable access upon reasonable notice during normal business hours to examine, inspect and copy (at the expense of the requesting party) such books and records. In addition, during During such six-six (6) year or longer period, the Sellers, on the one hand, and the Buyer, on the other hand, shall provide each Party shall provideother with, or cause to be provided toto each other, the other Party, reasonable access to such original books and records of the IST Business preserved by as such Party in accordance with this Section 6.03 as the other Party party shall reasonably requestrequest in connection with any Action to which such other party or its Affiliates are parties or in connection with the requirements of any Law applicable to such other party. Such Party The other party shall return such original books and records to the providing party or such Affiliate as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence. Notwithstanding anything to the contrary contained in this Section 6.03, (A) the access provided pursuant to this Section 6.03 shall be at the requesting Party’s expense and shall not unreasonably interfere with the business or operations of the Party providing the information or any of such Party’s Affiliates, (B) neither Party shall be required to provide to the other Party or its Representatives access or information in connection with any Action in which any Seller (or any of their Affiliates) is an adverse party to the Buyer (or any of its Affiliates) and (C) the auditors and accountants of the providing Party shall not be obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. After such six-six (6) year or longer period, before either Party the Sellers, on the one hand, and the Buyer, on the other hand (or its Affiliates any of their respective Affiliates) shall dispose of any of such books and records, such Party party shall give at least 90 sixty (60) days’ prior written notice of such intention to dispose to the other Partyparty, and the other Party or any of its Affiliates party shall be given an opportunity, at its own 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 either Partya party, the other Party and its respective Affiliates party shall enter into a customary joint defense agreement or common interest agreement with the requesting party with respect to any information to be provided to a party pursuant to this Section 6.035.03. 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. Subject to the other terms (a) The CCBU Parties and provisions of this Agreement, including Section 6.04 and Section 6.08, the Sellers their Affiliates shall have the right to retain copies of all books and records of the IST CCBU Business relating to periods ending on or prior to the Closing Date in a manner reasonably consistent with the prior practices Date, which books and records shall be deemed confidential information of the SellersCCBCC Parties as of the Closing and subject to Section 5.04. Each Party agrees The CCBU Parties agree that it they shall preserve and keep, or cause to be preserved and kept, all original books and records in respect of the IST CCBU Business (including documents and other information regarding relating to periods ending prior to the Licensed IST IP (as defined in the Intellectual Property Cross License Amendment)) Closing Date in the possession of such Party the CCBU Parties or its their Affiliates for the longer of (a) any requirement under any applicable statute of limitations and Law or (b) a period of six (6) years from the Closing Date. During such six-six (6) year or longer period, Representatives of the Sellers or the Buyer CCBCC Parties shall, upon reasonable notice and in connection with the preparation of financial statements, or the determination of for any matter relating to the rights or obligations of the Parties or any of their Affiliates under any of the Transaction Agreements, and, except as determined in good faith to be appropriate to (i) ensure compliance with any applicable Law or (ii) preserve any applicable attorney-client privilege (provided, that the Parties shall work in good faith to develop substitute arrangements that do not result in the loss of such privilege)reasonable business purpose, have reasonable access upon reasonable notice during normal business hours to examine, inspect and copy (at the expense of the requesting party) such books and records. In addition, during During such six-six (6) year or longer period, the CCBU Parties, on the one hand, and the CCBCC Parties, on the other hand, shall provide each Party shall provideother with, or cause to be provided toto each other, the other Party, reasonable access to such original books and records of the IST CCBU Business preserved by as such Party in accordance with this Section 6.03 as the other Party party shall reasonably requestrequest in connection with any Action to which such other party or its Affiliates are parties or in connection with the requirements of any Law applicable to such other party. Such Party The other party shall return such original books and records to the providing party or such Affiliate as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence. Notwithstanding anything to the contrary contained in this Section 6.03, (A) the access provided pursuant to this Section 6.03 shall be at the requesting Party’s expense and shall not unreasonably interfere with the business or operations of the Party providing the information or any of such Party’s Affiliates, (B) neither Party shall be required to provide to the other Party or its Representatives access or information in connection with any Action in which any Seller (or any of their Affiliates) is an adverse party to the Buyer (or any of its Affiliates) and (C) the auditors and accountants of the providing Party shall not be obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. After such six-six (6) year or longer period, before either Party the CCBU Parties, on the one hand, and the CCBCC Parties, on the other hand (or its Affiliates any of their respective Affiliates), shall dispose of any of such books and records, such Party party shall give at least 90 sixty (60) days’ prior written notice of such intention to dispose to the other Partyparty, and the other Party or any of its Affiliates party shall be given an opportunity, at its own cost and expense, to remove and retain all or any part of such books and records as it the other party may elect. (b) The CCBCC Parties and their Affiliates shall have the right to retain copies of all books and records of the CCBCC Business relating to periods ending prior to the Closing Date, which books and records shall be deemed confidential information of the CCBU Parties as of the Closing and subject to Section 5.04. The CCBCC Parties agree that they shall preserve and keep, or cause to be preserved and kept, all original books and records in respect of the CCBCC Business relating to periods ending prior to the Closing Date in the possession of the CCBCC Parties or their Affiliates for the longer of (a) any requirement under any applicable Law or (b) a period of six (6) years from the Closing Date. During such six (6) year or longer period, Representatives of the CCBU Parties shall, upon reasonable notice and for any reasonable business purpose, have access during normal business hours to examine, inspect and copy (at the expense of the requesting party) such books and records. During such six (6) year or longer period, the CCBCC Parties on the one hand, and the CCBU Parties, on the other hand, shall provide each other with, or cause to be provided to each other, such original books and records of the CCBCC Business as such other party shall reasonably request in connection with any Action to which such other party or its Affiliates are parties or in connection with the requirements of any Law applicable to such other party. The other party shall return such original books and records to the providing party or such Affiliate as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence. After such six (6) year or longer period, before the CCBCC Parties, on the one hand, and the CCBU Parties, on the other hand (or any of their respective Affiliates) shall dispose of any of such books and records, such party shall give at least sixty (60) days’ prior written notice of such intention to dispose to the other party, and the other party shall be given an opportunity, at its cost and expense, to remove and retain all or any part of such books and records as the other party may elect. (c) If so requested by either Partya party, the other Party and its respective Affiliates party shall enter into a customary joint defense agreement or common interest agreement with the requesting party with respect to any information to be provided pursuant to Section 5.03(a) or Section 5.03(b), as applicable. Notwithstanding anything in this Agreement to the contrary, nothing in this Section 6.035.03 shall require the CCBCC Parties or the CCBU Parties, as the case may be, to make available any such records in connection with any indemnity claim hereunder made by any CCBCC Indemnified Party or CCBU Indemnified Party, as applicable, which claim shall be subject to applicable rules of discovery.

Preservation of Books and Records. Subject to the other terms and provisions of this Agreement, including Section 6.04 and Section 6.08, the Sellers The Seller Group shall have the right to retain copies a copy of all books and records of the IST Distribution Business constituting Purchased Assets to the extent relating to periods ending on or prior to the Closing Date in a manner reasonably consistent with the prior practices of the SellersDate. Each Party agrees that it Purchaser and Seller shall preserve and keep, or cause to be preserved and kept, all original books and records in respect of the IST Distribution Business (including documents and other information regarding the Licensed IST IP (as defined in the Intellectual Property Cross License Amendment)) in the possession of such Party the applicable Person or its Affiliates Subsidiaries for the longer of (a) any applicable statute of limitations and (b) a period of six seven years from the Closing Date. During such six-year or longer period, (i) the Seller Group and its Representatives of the Sellers or the Buyer Purchaser and its Representatives, as applicable, shall, upon reasonable prior notice and in connection with for any reasonable business purpose (including the preparation of Tax Returns, claims relating to Excluded Liabilities, the preparation of financial statementsstatements or United States Securities and Exchange Commission reporting obligations (in each case, or other than the determination of any matter relating to the rights or obligations of the Parties or any of their Affiliates Seller Group under any of the Transaction Agreements), and, and except as reasonably determined in good faith by the applicable Party after consultation with outside counsel to be appropriate necessary to (iA) ensure compliance with any applicable Law or (iiB) preserve any applicable privilege (including the attorney-client privilege (provided, that the Parties shall work in good faith to develop substitute arrangements that do not result in the loss of such privilege)), have reasonable access upon reasonable notice during normal business hours to examine, inspect and copy such books and records. In addition, during such six-year or longer period, each records and (ii) the applicable Party shall provide, or cause to be provided to, the other PartyParty and its Representatives, reasonable access to such original books and records of the IST Distribution Business preserved by such Party in accordance with this Section 6.03 as the other Party shall reasonably request. Such Party shall return such original books and records as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence. Notwithstanding anything to the contrary contained in this Section 6.03, (A) the access provided pursuant to this Section 6.03 shall be at the requesting Party’s expense and shall not unreasonably interfere with the business or operations of the Party providing the information or any of such Party’s Affiliates, (B) neither Party shall be required to provide to the other Party or its Representatives access or information requested in connection with any Action in to which the applicable Party is a party (and to which neither the other Party nor any of its Affiliates is a party). After such seven-year period, before Purchaser or Seller (or any of their Affiliates) is an adverse party to the Buyer (or any of its Affiliates) and (C) the auditors and accountants of the providing Party shall not be obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. After such six-year or longer period, before either Party or its Affiliates respective Subsidiaries shall dispose of any of such books and records, such the applicable Party shall give at least 90 60 days’ prior written notice of such intention to dispose to the other Party, and the such other Party or any of its Affiliates shall be given an opportunity, at its own cost and expense, to remove and retain all or any part of such books and records as it may elect. If so requested by either PartySeller shall, and shall cause its controlled Affiliates to, preserve and keep, the other Party and its respective Affiliates 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 enter into a customary joint defense agreement provide, or common interest agreement with respect to any information cause to be provided pursuant to, Purchaser and its Representatives, access to this Section 6.03such 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 Distribution Business are subject or in connection with the requirements of any Law applicable to the Distribution Business, the Purchased Assets or the Assumed Liabilities).

Preservation of Books and Records. Subject to the other terms The Sellers and provisions of this Agreement, including Section 6.04 and Section 6.08, the Sellers their Affiliates shall have the right to retain copies of all books and records of the IST Business relating to periods ending on or prior to the Closing Date in a manner reasonably consistent with the prior practices Date, which books and records shall be deemed confidential information of the SellersBuyer as of the Closing and subject to Section 5.04. Each Party party agrees that it shall preserve and keep, or cause to be preserved and kept, all original books and records in respect of the IST Business (including documents and other information regarding relating to periods ending prior to the Licensed IST IP (as defined in the Intellectual Property Cross License Amendment)) Closing Date in the possession of such Party party or its Affiliates for the longer of (a) any requirement under any applicable statute of limitations and Law or (b) a period of six (6) years from the Closing Date. During such six-six (6) year or longer period, Representatives of the Sellers or the Buyer each party shall, upon reasonable notice and in connection with the preparation of financial statements, or the determination of for any matter relating to the rights or obligations of the Parties or any of their Affiliates under any of the Transaction Agreements, and, except as determined in good faith to be appropriate to (i) ensure compliance with any applicable Law or (ii) preserve any applicable attorney-client privilege (provided, that the Parties shall work in good faith to develop substitute arrangements that do not result in the loss of such privilege)reasonable business purpose, have reasonable access upon reasonable notice during normal business hours to examine, inspect and copy (at the expense of the requesting party) such books and records. In addition, during During such six-six (6) year or longer period, the Sellers, on the one hand, and the Buyer, on the other hand, shall provide each Party shall provideother with, or cause to be provided toto each other, the other Party, reasonable access to such original books and records of the IST Business preserved by as such Party in accordance with this Section 6.03 as the other Party party shall reasonably requestrequest in connection with any Action to which such other party or its Affiliates are parties or in connection with the requirements of any Law applicable to such other party. Such Party The other party shall return such original books and records to the providing party or such Affiliate as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence. Notwithstanding anything to the contrary contained in this Section 6.03, (A) the access provided pursuant to this Section 6.03 shall be at the requesting Party’s expense and shall not unreasonably interfere with the business or operations of the Party providing the information or any of such Party’s Affiliates, (B) neither Party shall be required to provide to the other Party or its Representatives access or information in connection with any Action in which any Seller (or any of their Affiliates) is an adverse party to the Buyer (or any of its Affiliates) and (C) the auditors and accountants of the providing Party shall not be obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. After such six-six (6) year or longer period, before either Party the Sellers, on the one hand, and the Buyer, on the other hand (or its Affiliates any of their respective Affiliates) shall dispose of any of such books and records, such Party party shall give at least 90 sixty (60) days’ prior written notice of such intention to dispose to the other Partyparty, and the other Party or any of its Affiliates party shall be given an opportunity, at its own 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 either Partya party, the other Party and its respective Affiliates party shall enter into a customary joint defense agreement or common interest agreement with the requesting party with respect to any information to be provided to a party pursuant to this Section 6.035.03. 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.