Common use of Preservation of Corporate Records Clause in Contracts

Preservation of Corporate Records. (a) Except as otherwise required or agreed in writing, or as otherwise provided in any Ancillary Agreement, with regard to any Information referenced in Section 7.3, each Party shall use its commercially reasonable efforts, at such party’s sole cost and expense, to retain, until the latest of, as applicable, (i) the date on which such Information is no longer required to be retained pursuant to Air Products’ applicable record retention policy as in effect immediately prior to the Distribution, including, without limitation, pursuant to any “Litigation Hold” issued by Air Products or any of its Subsidiaries prior to the Distribution, (ii) the concluding date of any period as may be required by any applicable Law, (iii) the concluding date of any period during which such Information relates to a pending or threatened Action which is known to the members of the Air Products Group or Versum Group, as applicable, in possession of such Information at the time any retention obligation with regard to such Information would otherwise expire, and (iv) the concluding date of any period during which the destruction of such Information could interfere with a pending or threatened investigation by a Governmental Entity which is known to the members of the Air Products Group or Versum Group, as applicable, in possession of such Information at the time any retention obligation with regard to such Information would otherwise expire; provided that with respect to any pending or threatened Action arising after the Distribution, clause (iii) of this sentence applies only to the extent that whichever member of the Air Products Group or Versum Group, as applicable, is in possession of such Information has been notified in writing pursuant to a “Litigation Hold” by the other Party of the relevant pending or threatened Action. The Parties agree that upon written request from the other that certain Information relating to the Versum Business, the Air Products Retained Businesses or the transactions contemplated hereby be retained in connection with an Action, the Parties shall use reasonable efforts to preserve and not to destroy or dispose of such Information without the consent of the requesting Party.

Preservation of Corporate Records. (a) Except as otherwise required or agreed in writing, or as otherwise provided in any Ancillary Agreement, with regard to any Information referenced in Section 7.36.2, each Party shall use its commercially reasonable efforts, at such partyParty’s sole cost and expense, to retain, until the latest of, as applicable, (i) the date on which such Information is no longer required to be retained pursuant to Air Products’ the applicable record retention policy of Xxxxxxx or such other member of the Xxxxxxx Group, respectively, as in effect immediately prior to the DistributionEffective Time, including, without limitation, pursuant to any “Litigation Hold” issued by Air Products Xxxxxxx or any of its Subsidiaries prior to the DistributionEffective Time, (ii) the concluding date of any period as may be required by any applicable Law, (iii) the concluding date of any period during which such Information relates to a pending or threatened Action which is known to the members of the Air Products Xxxxxxx Group or Versum the Veralto Group, as applicable, in possession of such Information at the time any retention obligation with regard to such Information would otherwise expire, and (iv) the concluding date of any period during which the destruction of such Information could interfere with a pending or threatened investigation by a Governmental Entity which is known to the members of the Air Products Xxxxxxx Group or Versum the Veralto Group, as applicable, in possession of such Information at the time any retention obligation with regard to such Information would otherwise expire; provided that with respect to any pending or threatened Action arising after the DistributionEffective Time, clause (iii) of this sentence applies only to the extent that whichever member of the Air Products Xxxxxxx Group or Versum the Veralto Group, as applicable, is in possession of such Information has been notified in writing pursuant to a “Litigation Hold” by the other Party of the relevant pending or threatened Action. The Parties agree that upon written request from the other that certain Information relating to the Versum Veralto Business, the Air Products Xxxxxxx Retained Businesses or the transactions contemplated hereby be retained in connection with an Action, the Parties shall use reasonable efforts to preserve and not to destroy or dispose of such Information without the consent of the requesting Party.

Preservation of Corporate Records. (a) Except as otherwise required or agreed in writing, or as otherwise provided in any Ancillary Agreement, with regard to any Information referenced in Section 7.36.2, each Party shall use its commercially reasonable efforts, at such partyParty’s sole cost and expense, to retain, until the latest of, as applicable, (i) the date on which such Information is no longer required to be retained pursuant to Air Products’ the applicable record retention policy of Ligand or such other member of the Ligand Group, respectively, as in effect immediately prior to the DistributionDistribution Time, including, without limitation, pursuant to any “Litigation Hold” issued by Air Products Ligand or any of its Subsidiaries prior to the DistributionDistribution Time, (ii) the concluding date of any period as may be required by any applicable Law, (iii) the concluding date of any period during which such Information relates to a pending or threatened Action which is known to the members of the Air Products Ligand Group or Versum the OmniAb Group, as applicable, in possession of such Information at the time any retention obligation with regard to such Information would otherwise expire, and (iv) the concluding date of any period during which the destruction of such Information could interfere with a pending or threatened investigation by a Governmental Entity which is known to the members of the Air Products Ligand Group or Versum the OmniAb Group, as applicable, in possession of such Information at the time any retention obligation with regard to such Information would otherwise expire; provided that with respect to any pending or threatened Action arising after the DistributionDistribution Time, clause (iii) of this sentence applies only to the extent that whichever member of the Air Products Ligand Group or Versum the OmniAb Group, as applicable, is in possession of such Information has been notified in writing pursuant to a “Litigation Hold” by the other Party of the relevant pending or threatened Action. The Parties agree that upon written request from the other that certain Information relating to the Versum OmniAb Business, the Air Products Ligand Retained Businesses or the transactions contemplated hereby be retained in connection with an Action, the Parties shall use reasonable efforts to preserve and not to destroy or dispose of such Information without the consent of the requesting Party.

Preservation of Corporate Records. (a) Except as otherwise required or agreed in writing, or as otherwise provided in any Ancillary Agreement, with regard Agreement or required pursuant to any Information referenced in Section 7.37.5(d) hereunder, each Party shall use its commercially reasonable efforts, at such party’s parties sole cost and expense, to retain, retain all Information in its possession which could reasonably be expected to be required to be provided pursuant to this Article VII until the latest of, as applicable, (i) the date on which such Information is no longer required to be retained pursuant to Air Products’ NCR’s applicable record retention policy as in effect immediately prior to the Distribution, including, without limitation, pursuant to any “Litigation Hold” litigation hold issued by Air Products NCR or any of its Subsidiaries prior to the Distribution, (ii) the concluding date of any period as may be required by any applicable Law, (iii) the concluding date of any period during which such Information relates to a pending or threatened Action Proceeding which is known to the members of the Air Products NCR Group or Versum Group, as applicable, in possession of such Information at the time any retention obligation with regard to such Information would otherwise expire, and (iv) the concluding date of any period during which the destruction of such Information could interfere with a pending or threatened investigation by a Governmental Entity which is known to the members of the Air Products Group or Versum ATMCo Group, as applicable, in possession of such Information at the time any retention obligation with regard to such Information would otherwise expire; provided that with respect to any pending or threatened Action Proceeding arising after the Distribution, clause (iii) of this sentence applies only to the extent that whichever member of the Air Products NCR Group or Versum ATMCo Group, as applicable, is in possession of such Information has been notified in writing pursuant to a “Litigation Hold” litigation hold by the other Party of the relevant pending or threatened ActionProceeding. The Parties parties hereto agree that upon written request from the other that certain Information relating to the Versum NCR Business, the Air Products Retained ATMCo Businesses or the transactions contemplated hereby be retained in connection with an Actiona Proceeding, the Parties shall use reasonable efforts to preserve and not to destroy or dispose of such Information without the consent of the requesting Party. For clarity, nothing in this Article VII shall require a Party or its Group to prosecute or maintain any Intellectual Property Rights.

Preservation of Corporate Records. (a) Except as otherwise required or agreed in writing, or as otherwise provided in any Ancillary Agreement, with regard to any Information referenced in Section 7.36.2, each Party shall use its commercially reasonable efforts, at such partyParty’s sole cost and expense, to retain, until the latest of, as applicable, (i) the date on which such Information is no longer required to be retained pursuant to Air Products’ the applicable record retention policy of Xxxxxxx or such other member of the Xxxxxxx Group, respectively, as in effect immediately prior to the DistributionEffective Time, including, without limitation, pursuant to any “Litigation Hold” issued by Air Products Xxxxxxx or any of its Subsidiaries prior to the DistributionEffective Time, (ii) the concluding date of any period as may be required by any applicable Law, (iii) the concluding date of any period during which such Information relates to a pending or threatened Action which is known to the members of the Air Products Xxxxxxx Group or Versum the Envista Group, as applicable, in possession of such Information at the time any retention obligation with regard to such Information would otherwise expire, and (iv) the concluding date of any period during which the destruction of such Information could interfere with a pending or threatened investigation by a Governmental Entity which is known to the members of the Air Products Xxxxxxx Group or Versum the Envista Group, as applicable, in possession of such Information at the time any retention obligation with regard to such Information would otherwise expire; provided that with respect to any pending or threatened Action arising after the DistributionEffective Time, clause (iii) of this sentence applies only to the extent that whichever member of the Air Products Xxxxxxx Group or Versum the Envista Group, as applicable, is in possession of such Information has been notified in writing pursuant to a “Litigation Hold” by the other Party of the relevant pending or threatened Action. The Parties agree that upon written request from the other that certain Information relating to the Versum Envista Business, the Air Products Xxxxxxx Retained Businesses or the transactions contemplated hereby be retained in connection with an Action, the Parties shall use reasonable efforts to preserve and not to destroy or dispose of such Information without the consent of the requesting Party.

Preservation of Corporate Records. (a) Except as otherwise required or agreed in writing, or as otherwise provided in any Ancillary Agreement, with regard to any Information referenced in Section 7.36.2, each Party shall use its commercially reasonable best efforts, at such partyParty’s sole cost and expense, to retain, until the latest of, as applicable, (ia) the date on which such Information is no longer required to be retained pursuant to Air Products’ the applicable record retention policy of Cummins or such other member of the Cummins Group, respectively, as in effect immediately prior to the DistributionEffective Time, including, without limitation, including pursuant to any “Litigation Hold” issued by Air Products Cummins or any of its Subsidiaries prior to the DistributionEffective Time, (iib) the concluding date of any period as may be required by any applicable Law, (iiic) the concluding date of any period during which such Information relates to a pending or threatened Action which is known to the members of the Air Products Cummins Group or Versum the Filtration Group, as applicable, in possession of such Information at the time any retention obligation with regard to such Information would otherwise expire, and (ivd) the concluding date of any period during which the destruction of such Information could interfere with a pending or threatened investigation by a Governmental Entity which is known to the members of the Air Products Cummins Group or Versum the Filtration Group, as applicable, in possession of such Information at the time any retention obligation with regard to such Information would otherwise expire; provided that that, with respect to any pending or threatened Action arising after the DistributionEffective Time, clause (iiic) of this sentence applies only to the extent that whichever member of the Air Products Cummins Group or Versum the Filtration Group, as applicable, is in possession of such Information has been notified in writing pursuant to a “Litigation Hold” by the other Party of the relevant pending or threatened Action. The Parties agree that that, upon written request from the other that certain Information relating to the Versum Filtration Business, the Air Products Cummins Retained Businesses or the transactions contemplated hereby by this Agreement be retained in connection with an Action, the Parties shall use their respective reasonable best efforts to preserve and not to destroy or dispose of such Information without the consent of the requesting Party.

Preservation of Corporate Records. (a) Except as otherwise required or agreed in writing, or as otherwise provided in any Ancillary Agreement, with regard to any Information referenced in Section 7.36.2, each Party shall use its commercially reasonable efforts, at such partyParty’s sole cost and expense, to retain, until the latest of, as applicable, (i) the date on which such Information is no longer required to be retained pursuant to Air Products’ the applicable record retention policy of Inpixon or such other member of the Inpixon Group, respectively, as in effect immediately prior to the DistributionDistribution Time, including, without limitation, pursuant to any “Litigation Hold” issued by Air Products Inpixon or any of its Subsidiaries prior to the DistributionDistribution Time, (ii) the concluding date of any period as may be required by any applicable Law, (iii) the concluding date of any period during which such Information relates to a pending or threatened Action which is known to the members of the Air Products Inpixon Group or Versum the CXApp Group, as applicable, in possession of such Information at the time any retention obligation with regard to such Information would otherwise expire, and (iv) the concluding date of any period during which the destruction of such Information could interfere with a pending or threatened investigation by a Governmental Entity which is known to the members of the Air Products Inpixon Group or Versum the CXApp Group, as applicable, in possession of such Information at the time any retention obligation with regard to such Information would otherwise expire; provided that with respect to any pending or threatened Action arising after the DistributionDistribution Time, clause (iii) of this sentence applies only to the extent that whichever member of the Air Products Inpixon Group or Versum the CXApp Group, as applicable, is in possession of such Information has been notified in writing pursuant to a “Litigation Hold” by the other Party of the relevant pending or threatened Action. The Parties agree that upon written request from the other that certain Information relating to the Versum Enterprise Apps Business, the Air Products Inpixon Retained Businesses or the transactions contemplated hereby be retained in connection with an Action, the Parties shall use reasonable efforts to preserve and not to destroy or dispose of such Information without the consent of the requesting Party.

Preservation of Corporate Records. (a) Except as otherwise required or agreed in writing, or as otherwise provided in any Ancillary Agreement, with regard to any Information referenced in Section 7.36.2, each Party shall use its commercially reasonable efforts, at such partyParty’s sole cost and expense, to retain, until the latest of, as applicable, (i) the date on which such Information is no longer required to be retained pursuant to Air Products’ the applicable record retention policy of Fortive or such other member of the Fortive Group, respectively, as in effect immediately prior to the DistributionEffective Time, including, without limitation, including pursuant to any “Litigation Holdlitigation hold” issued by Air Products Fortive or any of its Subsidiaries prior to the DistributionEffective Time, (ii) the concluding date of any period as may be required by any applicable Law, (iii) the concluding date of any period during which such Information relates to a pending or threatened Action which is known to the members of the Air Products Fortive Group or Versum the Vontier Group, as applicable, in possession of such Information at the time any retention obligation with regard to such Information would otherwise expire, and (iv) the concluding date of any period during which the destruction of such Information could interfere with a pending or threatened investigation by a Governmental Entity which is known to the members of the Air Products Fortive Group or Versum the Vontier Group, as applicable, in possession of such Information at the time any retention obligation with regard to such Information would otherwise expire; provided that with respect to any pending or threatened Action arising after the DistributionEffective Time, clause (iii) of this sentence applies only to the extent that whichever member of the Air Products Fortive Group or Versum the Vontier Group, as applicable, is in possession of such Information has been notified in writing pursuant to a “Litigation Holdlitigation hold” by the other Party of the relevant pending or threatened Action. The Parties agree that upon written request from the other that certain Information relating to the Versum Vontier Business, the Air Products Fortive Retained Businesses or the transactions contemplated hereby be retained in connection with an Action, the Parties shall use reasonable efforts to preserve and not to destroy or dispose of such Information without the consent of the requesting Party.

Preservation of Corporate Records. (a) Except to the extent otherwise contemplated by any Ancillary Agreement, a Party providing Records or access to Information to another Party under this Article VII shall be entitled to receive from the recipient, upon the presentation of invoices therefor, payments for such amounts, relating to supplies, disbursements and other out-of-pocket expenses (which shall not include the costs of salaries and benefits of employees of such Party or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service with respect to the foregoing), as are reasonably incurred in providing such Records or access to Information. (b) Except as otherwise required or agreed in writing, or as otherwise provided in any Ancillary Agreement, with regard to any Information referenced in Section 7.3, each Party shall use its commercially reasonable efforts, at such party’s parties sole cost and expense, to retain, until the latest of, as applicable, (i) the date on which such Information is no longer 65 required to be retained pursuant to Air Products’ DuPont’s applicable record retention policy as in effect immediately prior to the Distribution, including, without limitation, pursuant to any “Litigation Hold” issued by Air Products DuPont or any of its Subsidiaries prior to the Distribution, (ii) the concluding date of any period as may be required by any applicable Law, (iii) the concluding date of any period during which such Information relates to a pending or threatened Action which is known to the members of the Air Products DuPont Group or Versum Chemours Group, as applicable, in possession of such Information at the time any retention obligation with regard to such Information would otherwise expire, and (iv) the concluding date of any period during which the destruction of such Information could interfere with a pending or threatened investigation by a Governmental Entity which is known to the members of the Air Products DuPont Group or Versum Chemours Group, as applicable, in possession of such Information at the time any retention obligation with regard to such Information would otherwise expire; provided that with respect to any pending or threatened Action arising after the Distribution, clause (iii) of this sentence applies only to the extent that whichever member of the Air Products DuPont Group or Versum Chemours Group, as applicable, is in possession of such Information has been notified in writing pursuant to a “Litigation Hold” by the other Party of the relevant pending or threatened Action. The Parties parties hereto agree that upon written request from the other that certain Information relating to the Versum Chemours Business, the Air Products Retained Businesses or the transactions contemplated hereby be retained in connection with an Action, the Parties parties shall use reasonable efforts to preserve and not to destroy or dispose of such Information without the consent of the requesting Party.party. (c) DuPont and Chemours intend that any transfer of Information that would otherwise be within the attorney-client or attorney work product privileges shall not operate as a waiver of any potentially applicable privilege. Section 7.2

Preservation of Corporate Records. (a) Except as otherwise required or agreed in writing, or as otherwise provided in any Ancillary Agreement, with regard to any Information referenced in Section 7.36.2, each Party shall use its commercially reasonable efforts, at such partyParty’s sole cost and expense, to retain, until the latest of, as applicable, (i) the date on which such Information is no longer required to be retained pursuant to Air Products’ the applicable record retention policy of Fortive or such other member of the Fortive Group, respectively, as in effect immediately prior to the DistributionEffective Time, including, without limitation, including pursuant to any “Litigation Hold” issued by Air Products Fortive or any of its Subsidiaries prior to the DistributionEffective Time, (ii) the concluding date of any period as may be required by any applicable Law, (iii) the concluding date of any period during which such Information relates to a pending or threatened Action which is known to the members of the Air Products Fortive Group or Versum the Vontier Group, as applicable, in possession of such Information at the time any retention obligation with regard to such Information would otherwise expire, and (iv) the concluding date of any period during which the destruction of such Information could interfere with a pending or threatened investigation by a Governmental Entity which is known to the members of the Air Products Fortive Group or Versum the Vontier Group, as applicable, in possession of such Information at the time any retention obligation with regard to such Information would otherwise expire; provided that with respect to any pending or threatened Action arising after the DistributionEffective Time, clause (iii) of this sentence applies only to the extent that whichever member of the Air Products Fortive Group or Versum the Vontier Group, as applicable, is in possession of such Information has been notified in writing pursuant to a “Litigation Hold” by the other Party of the relevant pending or threatened Action. The Parties agree that upon written request from the other that certain Information relating to the Versum Vontier Business, the Air Products Fortive Retained Businesses or the transactions contemplated hereby be retained in connection with an Action, the Parties shall use reasonable efforts to preserve and not to destroy or dispose of such Information without the consent of the requesting Party.

Preservation of Corporate Records. (a) Except to the extent otherwise contemplated by any of the Transaction Documents, a Party providing records or access to Information to another Party under this Article IV shall be entitled to receive from the Party receiving such records or access to information, upon the presentation of invoices therefor, payments for such amounts, relating to supplies, disbursements and other out-of-pocket expenses (which shall include the costs of any discovery vendor but shall not include the costs of salaries and benefits of employees of such Party or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service with respect to the foregoing), as are reasonably and actually incurred in providing such records or access to Information. (b) From and after the Merger Effective Time, except as otherwise required or agreed upon in writing, or as otherwise provided in any Ancillary Agreementof the Transaction Documents, with regard to any Information referenced in Section 7.34.3, each Party shall use its commercially reasonable best efforts, at such partyParty’s sole cost and expense, to retain, until the latest of, as applicable, (i) the date on which such Information is no longer required to be retained pursuant to Air Products’ the applicable record retention policy of Remainco or such other member of the Remainco Group, respectively, as in effect immediately prior to the Distribution, including, without limitation, including pursuant to any “Litigation Holdlitigation hold” issued by Air Products Remainco or any other such member of its Subsidiaries the Remainco Group prior to the Distribution, (ii) the concluding date of any period as may be required by any applicable Law, (iii) the concluding date of any period during which retention obligation for such Information that relates to a pending or threatened Action which is known to the members of the Air Products Group or Versum such Party’s Group, as applicable, in possession of such Information at the time any retention obligation with regard to such Information would otherwise expireInformation, and (iv) the concluding date of any period during which the destruction of such Information could would reasonably be expected to interfere with a pending or threatened investigation by a Governmental Entity Authority which is known to the members of the Air Products Group or Versum such Party’s Group, as applicable, in possession of such Information at the time any retention obligation with regard to such Information would otherwise expire; Information; provided that with respect to any pending or threatened Action arising after the DistributionMerger Effective Time, clause (iii) of this sentence applies only to the extent that whichever member of the Air Products Group applicable Party or Versum its Group, as applicable, is in possession of such Information has been notified in writing pursuant to a “Litigation Holdlitigation hold” by the other Party of the relevant pending or threatened Action. The Parties agree Each Party agrees that from and after the Merger Effective Time, upon written request from the other Party that certain Information relating to the Versum Spinco Business, the Air Products Remainco Retained Businesses or the transactions contemplated hereby by this Agreement be retained in connection with an Actionretained, the Parties shall use reasonable best efforts to preserve and not to destroy or dispose of such Information without the consent of the requesting Party.Party (reasonable best efforts shall include issuing a “litigation hold”). (c) The Parties intend that any transfer between Remainco and Spinco (including between their attorneys, Representatives and agents) of Information that is subject to the protections of the attorney-client or attorney work product privileges shall not operate as a

Preservation of Corporate Records. (a) Except to the extent otherwise contemplated by any of the Transaction Documents, a Party providing records or access to Information to another Party under this Article IV shall be entitled to receive from the Party receiving such records or access to information, upon the presentation of invoices therefor, payments for such amounts, relating to supplies, disbursements and other out-of-pocket expenses (which shall include the costs of any discovery vendor but shall not include the costs of salaries and benefits of employees of such Party or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service with respect to the foregoing), as are reasonably and actually incurred in providing such records or access to Information. (b) From and after the Merger Effective Time, except as otherwise required or agreed upon in writing, or as otherwise provided in any Ancillary Agreementof the Transaction Documents, with regard to any Information referenced in Section 7.34.3, each Party shall use its commercially reasonable best efforts, at such partyParty’s sole cost and expense, to retain, until the latest of, as applicable, (i) the date on which such Information is no longer required to be retained pursuant to Air Products’ the applicable record retention policy of Remainco or such other member of the Remainco Group, respectively, as in effect immediately prior to the Distribution, including, without limitation, including pursuant to any “Litigation Holdlitigation hold” issued by Air Products Remainco or any other such member of its Subsidiaries the Remainco Group prior to the Distribution, (ii) the concluding date of any period as may be required by any applicable Law, (iii) the concluding date of any period during which retention obligation for such Information that relates to a pending or threatened Action which is known to the members of the Air Products Group or Versum such Party’s Group, as applicable, in possession of such Information at the time any retention obligation with regard to such Information would otherwise expireInformation, and (iv) the concluding date of any period during which the destruction of such Information could would reasonably be expected to interfere with a pending or threatened investigation by a Governmental Entity Authority which is known to the members of the Air Products Group or Versum such Party’s Group, as applicable, in possession of such Information at the time any retention obligation with regard to such Information would otherwise expireInformation; provided that with respect to any pending or threatened Action arising after the DistributionMerger Effective Time, clause (iii) of this sentence applies only to the extent that whichever member of the Air Products Group applicable Party or Versum its Group, as applicable, is in possession of such Information has been notified in writing pursuant to a “Litigation Holdlitigation hold” by the other Party of the relevant pending or threatened Action. The Parties agree Each Party agrees that from and after the Merger Effective Time, upon written request from the other Party that certain Information relating to the Versum Spinco Business, the Air Products Remainco Retained Businesses or the transactions contemplated hereby by this Agreement be retained in connection with an Actionretained, the Parties shall use reasonable best efforts to preserve and not to destroy or dispose of such Information without the consent of the requesting Party.Party (reasonable best efforts shall include issuing a “litigation hold”). (c) The Parties intend that any transfer between Remainco and Spinco (including between their attorneys, Representatives and agents) of Information that is subject to the protections of the attorney-client or attorney work product privileges shall not operate as a

Preservation of Corporate Records. (a) Except as otherwise required or agreed in writing, or as otherwise provided in any Ancillary Agreement, with regard to any Information referenced in Section 7.36.2, each Party shall use its commercially reasonable efforts, at such partyParty’s sole cost and expense, to retain, until the latest of, as applicable, (i) the date on which such Information is no longer required to be retained pursuant to Air Products’ the applicable record retention policy of Flex or such other member of the Flex Group, respectively, as in effect immediately prior to the DistributionOperative Time, including, without limitation, including pursuant to any “Litigation Hold” issued by Air Products Flex or any of its Subsidiaries prior to the Distribution, Operative Time; (ii) the concluding date of any period as may be required by any applicable Law, ; (iii) the concluding date of any period during which such Information relates to a pending or threatened Action which is known to the members of the Air Products Flex Group or Versum the Nextracker Group, as applicable, in possession of such Information at the time any retention obligation with regard to such Information would otherwise expire, and ; (iv) the concluding date of any period during which the destruction of such Information could interfere with a pending or threatened investigation by a Governmental Entity which is known to the members of the Air Products Flex Group or Versum the Nextracker Group, as applicable, in possession of such Information at the time any retention obligation with regard to such Information would otherwise expire; and (v) solely with respect to Information regarding Taxes (including Information necessary for preparing and filing Tax Returns and defending Tax Contests), the date that is the latest of (x) 60 days after the expiration of any applicable statutes of limitation, or (y) the seventh anniversary of the Operative Date; provided that with respect to any pending or threatened Action arising after the DistributionOperative Time, clause (iii) of this sentence applies only to the extent that whichever member of the Air Products Flex Group or Versum the Nextracker Group, as applicable, is in possession of such Information has been notified in writing pursuant to a “Litigation Hold” by the other Party of the relevant pending or threatened Action. The Parties agree that upon written request from the other that certain Information relating to the Versum Nextracker Business, the Air Products Flex Retained Businesses or the transactions contemplated hereby be retained in connection with an Action, the Parties shall use commercially reasonable efforts to preserve and not to destroy or dispose of such Information without the consent of the requesting Party. Any time a Party proposes to destroy Information regarding Taxes after the Operative Date, it shall first notify the other Party and the other Party shall be entitled to receive, at its sole cost and expense, such Information proposed to be destroyed.

Preservation of Corporate Records. (a) Except as otherwise required or agreed in writing, or as otherwise provided in any Ancillary Agreement, with regard to any Information referenced in Section 7.36.2, each Party shall use its commercially reasonable efforts, at such partyParty’s sole cost and expense, to retain, until the latest of, as applicable, (i) the date on which such Information is no longer required to be retained pursuant to Air Products’ the applicable record retention policy of the Company or such other member of the Company Group, respectively, as in effect immediately prior to the DistributionDistribution Time, including, without limitation, pursuant to any “Litigation Hold” issued by Air Products the Company or any of its Subsidiaries prior to the DistributionDistribution Time, (ii) the concluding date of any period as may be required by any applicable Law, (iii) the concluding date of any period during which such Information relates to a pending or threatened Action which is known to the members of the Air Products Company Group or Versum the SpinCo Group, as applicable, in possession of such Information at the time any retention obligation with regard to such Information would otherwise expire, and (iv) the concluding date of any period during which the destruction of such Information could interfere with a pending or threatened investigation by a Governmental Entity which is known to the members of the Air Products Company Group or Versum the SpinCo Group, as applicable, in possession of such Information at the time any retention obligation with regard to such Information would otherwise expire; provided that with respect to any pending or threatened Action arising after the DistributionDistribution Time, clause (iii) of this sentence applies only to the extent that whichever member of the Air Products Company Group or Versum the SpinCo Group, as applicable, is in possession of such Information has been notified in writing pursuant to a “Litigation Hold” by the other Party of the relevant pending or threatened Action. The Parties agree that upon written request from the other that certain Information relating to the Versum BusinessTransferred Businesses, the Air Products Company Retained Businesses or the transactions contemplated hereby be retained in connection with an Action, the Parties shall use reasonable efforts to preserve and not to destroy or dispose of such Information without the consent of the requesting Party.