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. (b) Air Products and Versum 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.

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. (b) Air Products and Versum 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.

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. (b) Air Products and Versum 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.

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 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 Partyparty. (bc) Air Products DuPont and Versum 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.

Preservation of Corporate Records. (a) Except to the extent otherwise contemplated by any Ancillary Agreement, a Party providing (or causing to be provided) Records or access to Information to another Party under this Article IX 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 its Group or any of its or their respective then-Affiliates) 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 to in writing, or as otherwise provided in any Ancillary Agreement, with regard to any Information referenced in Section 7.39.2, each Party shall, and shall cause the other members of its Group (and any of their successors and assigns) to, use its commercially reasonable efforts, at such partyParty’s sole cost and expense, to retain, until the latest of, as applicable, (i) ten (10) years after the applicable Relevant Time (unless an earlier date is specified for such Information on Schedule 9.1(b)(ii)), (ii) 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 Schedule 9.1(b)(ii), (iii) the date on which such Information is no longer required to the Distribution, including, without limitation, be retained pursuant to any “Litigation Hold” issued by Air Products either Historical DuPont or any of its Subsidiaries Historical Dow prior to the MatCo Distribution and set forth on Schedule 9.1(b)(iii)(A) (or, as between AgCo and SpecCo, issued by AgCo or SpecCo after the MatCo Distribution but prior to the AgCo Distribution), (iiiv) the concluding date of any period as may be required by any applicable Law, (iiiv) with respect to any pending or threatened Action arising after the Relevant Time, to the extent that any member of the Group in possession of such Information has been notified in writing pursuant to a “Litigation Hold” by any other Party of such pending or threatened Action, the concluding date of any such “Litigation Hold,” and (vi) the concluding date of any period during which the destruction of such Information relates would reasonably be expected to interfere with a pending or threatened Action investigation by a Governmental Entity which is known to the members any member 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 reasonable written request from the applicable other Party that certain Information relating to the Versum Materials Science Business, the Air Agriculture Business, the Specialty Products Retained Businesses Business, the Materials Science Assets, the Agriculture Assets, the Specialty Products Assets, the Materials Science Liabilities, the Agriculture Liabilities, the Specialty Products Liabilities or the transactions contemplated hereby be retained in connection with an Action, each Party shall, and shall cause the Parties shall other members of its Group (and any of their respective then-Affiliates) to use reasonable efforts (at the requesting Party’s sole cost and expense) to preserve and not to destroy or dispose of such Information without the consent of the requesting PartyParty (for the avoidance of doubt, reasonable efforts shall include issuing a “Litigation Hold”). (bc) Air Products SpecCo, MatCo and Versum intend AgCo intend, and acknowledge that each member of its respective Group intends, that any transfer 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 privilegePrivilege.

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. (b) Air Products NCR and Versum ATMCo intend that any transfer of Information hereunder that would otherwise be within the attorney-client or attorney work product privileges shall not operate as a waiver of any potentially applicable privilege.

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. (b) Air Products and Versum 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.

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. (b) Air Products and Versum 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.

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 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 Parent or such other member of the Parent Group, respectively, as in effect immediately prior to the Distribution, including, without limitation, pursuant to any “Litigation Hold” issued by Air Products Parent 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 Parent 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 Parent 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 Distribution, clause (iii) of this sentence applies only to the extent that whichever member of the Air Products Parent 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 hereto agree that upon written request from the other that certain Information relating to the Versum SpinCo Business, the Air Products Parent 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. (bc) Air Products Each Party shall respond to reasonable requests from the other Party regarding the current status and Versum disposition of particular Records, Personal Data or information, including by: (i) providing a written certification to the other Party that particular Records and other Information have been securely deleted or purged in accordance with the terms and milestones agreed upon by the respective Parties herein or in any Ancillary Agreement(s) (subsequently referred to as the “applicable terms” in this paragraph); (ii) providing information to the other Party regarding the status of any migration or transition of Records, Personal Data or other Information in accordance with the applicable terms; and (iii) by providing any other information reasonably requested by the other Party regarding the current status or disposition of particular Records, Personal Data or Information. Without limiting the foregoing obligations and subject to any relevant Ancillary Agreement(s), each Party shall, upon the request of the other Party, submit to an inspection or audit (by the requesting Party or its independent auditor) to verify or confirm the current status or disposition of particular Records, Personal Data or other Information in accordance with applicable terms; such audit or inspection shall take place upon reasonable notice, during regular business hours, and shall be at the cost and expense of the requesting Party. (d) Parent and SpinCo 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.

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. (b) Air Products and Versum 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.

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. (b) Air Products and Versum 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.

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 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 Distribution, including, without limitation, pursuant to any “Litigation Hold” issued by Air Products Xxxxxxx 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 Xxxxxxx Group or Versum the Fortive 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 Fortive 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 Xxxxxxx Group or Versum the Fortive 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 hereto agree that upon written request from the other that certain Information relating to the Versum Fortive 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. (bc) Air Products Xxxxxxx and Versum Fortive 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.

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 V 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 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 incurred in providing such Records or access to Information. (b) From and after the Effective Time, except as otherwise required or agreed upon in writing, or as otherwise provided in any Ancillary Agreement, with regard to any Information referenced in Section 7.35.3, 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 Everest or such other member of the Everest Group, respectively, as in effect immediately prior to the Distribution, including, without limitation, including pursuant to any “Litigation Holdlitigation hold” issued by Air Products Everest or any of its Subsidiaries prior to the Distribution, (ii) the concluding date of any period as may be required by any applicable LawLegal Requirement, (iii) the concluding date of any period during which such Information relates to a pending or threatened Action Legal Proceeding 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, 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 Body 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; provided that with respect to any pending or threatened Action Legal Proceeding arising after the DistributionEffective 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 ActionLegal Proceeding. The Parties hereto agree that from and after the Effective Time, upon written request from the other that certain Information relating to the Versum Newco Business, the Air Products Everest Retained Businesses or the transactions contemplated hereby be retained in connection with an Actiona Legal 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. (bc) Air Products Everest and Versum Newco intend that any transfer between Everest and Newco (including between their attorneys, Representatives and agents), of Information that would otherwise be within is subject to the protections of the attorney-client or attorney work product privileges shall not operate as a waiver of any potentially applicable privilegeprivilege and will be completed in accordance with Section 5.7.

Preservation of Corporate Records. (a) Except to the extent otherwise contemplated by any Ancillary Agreement, a Party providing (or causing to be provided) Records or access to Information to another Party under this Article VI 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 its Group or any of its or their respective then-Affiliates) 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 to in writing, or as otherwise provided in any Ancillary Agreement, with regard to any Information referenced in Section 7.36.2, each Party shall, and shall cause the other members of its Group (and any of their successors and assigns) to, 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’ applicable record retention policy as the policies or ordinary course practices of Remainco in effect immediately on the Spinco Distribution Date and communicated to RMT Partner at least thirty (30) days prior to the Spinco Distribution, including, without limitation, (ii) the date on which such Information is no longer required to be retained pursuant to any “Litigation Holdlitigation hold” issued by Air Products Remainco or any of its Subsidiaries prior to the Spinco Distribution and communicated to RMT Partner at least thirty (30) days prior to the Spinco Distribution, (iiiii) the concluding date of any period as may be required by any applicable Law, (iiiiv) with respect to any pending or threatened Proceeding arising after the Spinco Distribution Date, to the extent that any member of the Group in possession of such Information has been notified in writing pursuant to a “litigation hold” by any Party of such pending or threatened Proceeding, the concluding date of any such “litigation hold,” and (v) the concluding date of any period during which the destruction of such Information relates would reasonably be expected to interfere with a pending or threatened Action investigation by a Governmental Entity which is known to the members any member 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 reasonable written request from the applicable other Party that certain Information relating to the Versum Remainco Business, the Air Products Retained Businesses Spinco Business or the transactions contemplated hereby be retained in connection with an Actiona Proceeding, each Party shall, and shall cause the Parties shall other members of its Group (and any of their respective then-Affiliates) to use commercially reasonable efforts (at the requesting Party’s sole cost and expense) to preserve and not to destroy or dispose of such Information without the consent (such consent not to be unreasonably withheld, conditioned or delayed) of the requesting PartyParty (for the avoidance of doubt, reasonable efforts shall include issuing a “litigation hold”). (bc) Air Products The Parties intend, and Versum intend acknowledge that each of their Subsidiaries and members of its respective Group intends, that any transfer 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 privilegePrivilege.

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. (b) Air Products and Versum 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.

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 7.37.6(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’ Holcim’s applicable record retention policy as in effect immediately prior to as of the DistributionEffective Time, including, without limitation, pursuant to any “Litigation Hold” litigation hold issued by Air Products Holcim 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 Proceeding which is known to the members of the Air Products Holcim 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 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 Proceeding arising after the DistributionEffective Time, clause (iii) of this sentence applies only to the extent that whichever member of the Air Products Holcim Group or Versum SpinCo 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 Holcim Business, the Air Products Retained SpinCo 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. (b) Air Products Xxxxxx and Versum SpinCo intend that any transfer of Information hereunder that would otherwise be within the attorney-client or attorney work product privileges shall not operate as a waiver of any potentially applicable privilege.

Preservation of Corporate Records. (a) Except to the extent otherwise contemplated by any Ancillary Agreement, a Party providing (or causing to be provided) Records or access to Information to another Party under this Article VIII 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 its Group or any of its or their respective then-Affiliates) 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 7.38.2, each Party shall, and shall cause the other members of its Group (and any of their successors and assigns) to, 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 Party or such other member of such Party’s Group, respectively, as in effect immediately prior to the DistributionDisposition Date, including, without limitation, pursuant to any “Litigation Holdlitigation hold” issued by Air Products such Party or any of its Subsidiaries prior to the DistributionDisposition Date, (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 JS Global Group or Versum the SharkNinja Group, as applicable, in possession of such Information at the time any retention obligation with regard to such Information would otherwise expire, 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 JS Global Group or Versum the SharkNinja 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 DistributionDisposition Date, clause (iii) of this sentence applies only to the extent that whichever member of the Air Products JS Global Group or Versum the SharkNinja 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 SharkNinja Business, the Air Products Retained JS Global 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. (bc) Air Products The Parties intend, and Versum intend acknowledge that each member of its respective Group intends, that any transfer 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 privilegePrivilege.

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 V 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 Effective Time, except as otherwise required or agreed upon in writing, or as otherwise provided in any Ancillary Agreement, with regard to any Information referenced in Section 7.35.3, 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 First 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 First Distribution, (ii) the concluding date of any period as may be required by any applicable LawLegal Requirement, (iii) the concluding date of any period during which retention obligation for such Information that relates to a pending or threatened Action Legal Proceeding 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 Body 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 Legal Proceeding arising after the DistributionEffective 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 ActionLegal Proceeding. The Parties hereto agree that from and after the 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 be retained in connection with an Actiona Legal Proceeding, the Parties shall use reasonable best efforts to preserve and not to destroy or dispose of such Information without the consent of the requesting PartyParty (for the avoidance of doubt, reasonable best efforts shall include issuing a “litigation hold”). (bc) Air Products and Versum The Parties intend that any transfer between Remainco and Spinco (including between their attorneys, Representatives and agents), of Information that would otherwise be within is subject to the protections of the attorney-client or attorney work product privileges shall not operate as a waiver of any potentially applicable privilegeprivilege and will be completed in accordance with Section 5.7.

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. (b) Air Products and Versum 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.

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 Equity Sale Closing 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 DistributionClosing, 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 DistributionClosing, (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 DistributionClosing, 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 Closing, upon written request from the other Party that certain Information relating to the Versum Spinco Business, the Air Products Remainco Retained Businesses Business 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 PartyParty (reasonable best efforts shall include issuing a “litigation hold”). (bc) Air Products and Versum The Parties intend that any transfer between Remainco and Spinco (including between their attorneys, Representatives and agents) of Information that would otherwise be within is subject to the protections of the attorney-client or attorney work product privileges shall not operate as a waiver of any potentially applicable privilegeprivilege and shall be completed in accordance with Section 4.7.

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. (bc) Air Products DuPont and Versum 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.

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. (b) Air Products and Versum 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.

Preservation of Corporate Records. (a) Except to the extent otherwise contemplated by any Ancillary Agreement, a Party providing (or causing to be provided) Records or access to Information to another Party under this Article IX 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 its Group or any of its or their respective then-Affiliates) 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 to in writing, or as otherwise provided in any Ancillary Agreement, with regard to any Information referenced in Section 7.39.2, each Party shall, and shall cause the other members of its Group (and any of their successors and assigns) to, use its commercially reasonable efforts, at such partyParty’s sole cost and expense, to retain, until the latest of, as applicable, (i) after the applicable Relevant Time, (ii) 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 Schedule 9.1(b)(ii), (iii) the date on which such Information is no longer required to the Distribution, including, without limitation, be retained pursuant to any “Litigation Hold” issued by Air Products either Historical DuPont or any of its Subsidiaries Historical Dow prior to the MatCo Distribution and set forth on Schedule 9.1(b)(iii)(A) (or, as between AgCo and SpecCo, issued by AgCo or SpecCo after the MatCo Distribution but prior to the AgCo Distribution), (iiiv) the concluding date of any period as may be required by any applicable Law, (iiiv) with respect to any pending or threatened Action arising after the Relevant Time, to the extent that any member of the Group in possession of such Information has been notified in writing pursuant to a “Litigation Hold” by any other Party of such pending or threatened Action, the concluding date of any such “Litigation Hold,” and (vi) the concluding date of any period during which the destruction of such Information relates would reasonably be expected to interfere with a pending or threatened Action investigation by a Governmental Entity which is known to the members any member 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 reasonable written request from the applicable other Party that certain Information relating to the Versum Materials Science Business, the Air Agriculture Business, the Specialty Products Retained Businesses Business, the Materials Science Assets, the Agriculture Assets, the Specialty Products Assets, the Materials Science Liabilities, the Agriculture Liabilities, the Specialty Products Liabilities or the transactions contemplated hereby be retained in connection with an Action, each Party shall, and shall cause the Parties shall other members of its Group (and any of their respective then-Affiliates) to use reasonable efforts (at the requesting Party’s sole cost and expense) to preserve and not to destroy or dispose of such Information without the consent of the requesting PartyParty (for the avoidance of doubt, reasonable efforts shall include issuing a “Litigation Hold”). (bc) Air Products SpecCo, MatCo and Versum intend AgCo intend, and acknowledge that each member of its respective Group intends, that any transfer 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 privilegePrivilege.

Preservation of Corporate Records. (a) Except to the extent otherwise contemplated by any Ancillary Agreement, a Party providing (or causing to be provided) Records or access to Information to another Party under this Article VIII 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 its Group or any of its or their respective then-Affiliates) 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 to in writing, or as otherwise provided in any Ancillary Agreement, with regard to any Information referenced in Section 7.38.2, each Party shall, and shall cause the other members of its Group (and any of their successors and assigns) to, 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’ applicable record retention policy as in effect immediately prior Schedule 8.1(b)(i), (ii) the date on which such Information is no longer required to the Distribution, including, without limitation, be retained pursuant to any “Litigation Holdlitigation hold” issued by Air Products Remainco or any of its Subsidiaries prior to the Spinco Distribution, including those set forth on Schedule 8.1(b)(ii), (iiiii) the concluding date of any period as may be required by any applicable Law, (iiiiv) with respect to any pending or threatened Action arising after the Spinco Distribution Date, to the extent that any member of the Group in possession of such Information has been notified in writing pursuant to a “litigation hold” by any Party of such pending or threatened Action, the concluding date of any such “litigation hold,” and (v) the concluding date of any period during which the destruction of such Information relates would reasonably be expected to interfere with a pending or threatened Action investigation by a Governmental Entity which is known to the members any member 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 reasonable written request from the applicable other Party that certain Information relating to the Versum Remainco Business, the Air Products Retained Businesses Spinco Business, the Remainco Assets, the Spinco Assets, the Remainco Liabilities, the Spinco Liabilities or the transactions contemplated hereby be retained in connection with an Action, each Party shall, and shall cause the Parties shall other members of its Group (and any of their respective then-Affiliates) to use reasonable efforts (at the requesting Party’s sole cost and expense) to preserve and not to destroy or dispose of such Information without the consent (such consent not to be unreasonably withheld, conditioned or delayed) of the requesting PartyParty (for the avoidance of doubt, reasonable efforts shall include issuing a “litigation hold”). (bc) Air Products The Parties intend, and Versum intend acknowledge that each of their Subsidiaries member of its respective Group intends, that any transfer 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 privilegePrivilege.

Preservation of Corporate Records. (a) Except to the extent otherwise contemplated by any Ancillary Agreement, a Party providing (or causing to be provided) Records or access to Information to another Party under this Article VI 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 its Group or any of its or their respective then-Affiliates) 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 to in writing, or as otherwise provided in any Ancillary Agreement, with regard to any Information referenced in Section 7.36.2, each Party shall, and shall cause the other members of its Group (and any of their successors and assigns) to, 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’ applicable record retention policy as the policies or ordinary course practices of Remainco in effect immediately on the Spinco Distribution Date and communicated to RMT Partner at least thirty (30) days prior to the Spinco Distribution, including, without limitation, (ii) the date on which such Information is no longer required to be retained pursuant to any “Litigation Holdlitigation hold” issued by Air Products Remainco or any of its Subsidiaries prior to the Spinco Distribution and communicated to RMT Partner at least thirty (30) days prior to the Spinco Distribution, (iiiii) the concluding date of any period as may be required by any applicable Law, (iiiiv) with respect to any pending or threatened Proceeding arising after the Spinco Distribution, to the extent that any member of the Group in possession of such Information has been notified in writing pursuant to a “litigation hold” by any Party of such pending or threatened Proceeding, the concluding date of any such “litigation hold,” and (v) the concluding date of any period during which the destruction of such Information relates would reasonably be expected to interfere with a pending or threatened Action investigation by a Governmental Entity which is known to the members any member 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 reasonable written request from the applicable other Party that certain Information relating to the Versum Remainco Business, the Air Products Retained Businesses Spinco Business or the transactions contemplated hereby be retained in connection with an Actiona Proceeding, each Party shall, and shall cause the Parties shall other members of its Group (and any of their respective then-Affiliates) to use commercially reasonable efforts (at the requesting Party’s sole cost and expense) to preserve and not to destroy or dispose of such Information without the consent (such consent not to be unreasonably withheld, conditioned or delayed) of the requesting PartyParty (for the avoidance of doubt, reasonable efforts shall include issuing a “litigation hold”). (bc) Air Products The Parties intend, and Versum intend acknowledge that each of their Subsidiaries and members of its respective Group intends, that any transfer 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 privilegePrivilege.

Preservation of Corporate Records. (a) Except to the extent otherwise contemplated by any Ancillary Agreement, a Party providing (or causing to be provided) Records or access to Information to another Party under this Article IX 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 its Group or any of its or their respective then-Affiliates) 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 to in writing, or as otherwise provided in any Ancillary Agreement, with regard to any Information referenced in Section 7.39.2, each Party shall, and shall cause the other members of its Group (and any of their successors and assigns) to, use its commercially reasonable efforts, at such partyParty’s sole cost and expense, to retain, until the latest of, as applicable, (i) [•] after the applicable Relevant Time, (ii) 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 Schedule 9.1(b)(ii), (iii) the date on which such Information is no longer required to the Distribution, including, without limitation, be retained pursuant to any “Litigation Hold” issued by Air Products either Historical DuPont or any of its Subsidiaries Historical Dow prior to the MatCo Distribution and set forth on Schedule 9.1(b)(iii)(A) (or, as between AgCo and SpecCo, issued by AgCo or SpecCo after the MatCo Distribution but prior to the AgCo Distribution), (iiiv) the concluding date of any period as may be required by any applicable Law, (iiiv) with respect to any pending or threatened Action arising after the Relevant Time, to the extent that any member of the Group in possession of such Information has been notified in writing pursuant to a “Litigation Hold” by any other Party of such pending or threatened Action, the concluding date of any such “Litigation Hold,” and (vi) the concluding date of any period during which the destruction of such Information relates would reasonably be expected to interfere with a pending or threatened Action investigation by a Governmental Entity which is known to the members any member 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 reasonable written request from the applicable other Party that certain Information relating to the Versum Materials Science Business, the Air Agriculture Business, the Specialty Products Retained Businesses Business, the Materials Science Assets, the Agriculture Assets, the Specialty Products Assets, the Materials Science Liabilities, the Agriculture Liabilities, the Specialty Products Liabilities or the transactions contemplated hereby be retained in connection with an Action, each Party shall, and shall cause the Parties shall other members of its Group (and any of their respective then-Affiliates) to use reasonable efforts (at the requesting Party’s sole cost and expense) to preserve and not to destroy or dispose of such Information without the consent of the requesting PartyParty (for the avoidance of doubt, reasonable efforts shall include issuing a “Litigation Hold”). (bc) Air Products SpecCo, MatCo and Versum intend AgCo intend, and acknowledge that each member of its respective Group intends, that any transfer 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 privilegePrivilege.

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 V 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 Effective Time, except as otherwise required or agreed upon in writing, or as otherwise provided in any Ancillary Agreement, with regard to any Information referenced in Section 7.35.3, 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 First 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 First Distribution, (ii) the concluding date of any period as may be required by any applicable LawLegal Requirement, (iii) the concluding date of any period during which retention obligation for such Information that relates to a pending or threatened Action Legal Proceeding 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 Body 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 Legal Proceeding arising after the DistributionEffective 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 ActionLegal Proceeding. The Parties hereto agree that from and after the 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 be retained in connection with an Actiona Legal Proceeding, the Parties shall use reasonable best efforts to preserve and not to destroy or dispose of such Information without the consent of the requesting PartyParty (for the avoidance of doubt, reasonable best efforts shall include issuing a “litigation hold”). (bc) Air Products and Versum The Parties intend that any transfer between Remainco and Spinco (including between their attorneys, Representatives and agents), of Information that would otherwise be within is subject to the protections of the attorney-client or attorney work product privileges shall not operate as a waiver of any potentially applicable privilegeprivilege and will be completed in accordance with Section 5.7.