Common use of Provision and Preservation of and Access to Certain Information; Cooperation Clause in Contracts

Provision and Preservation of and Access to Certain Information; Cooperation. (a) Prior to the Closing Date, each Purchaser shall provide to Lockheed Xxxxxx promptly upon its receipt thereof copies of all environmental audit and similar reports with respect to facilities the possession of which will be transferred to Newco at the Closing. (b) The Individual Purchasers acknowledge that effective as of February 3, 1997, Lockheed Xxxxxx turned over day-to-day management of the Business Units to the Individual Purchasers. From the date of this Agreement until the Closing Date, the Individual Purchasers agree to take reasonable steps to ensure that the Business Units conduct their business and operations in accordance with the provisions of Section 7.01. Notwithstanding the foregoing, the Individual Purchasers shall not have liability to any Person for the breach of this Section 8.02(b), it being understood that the effects of a breach of this Section 8.02(b) shall be limited to the effects set forth in Section 13.04(d) and Section 14.02. (c) On and after the Closing Date, Newco shall preserve all books and records of the Business for a period of five years commencing on the Closing Date (or in the case of books and records relating to tax, employment and employee benefits matters, until such time as Lockheed Xxxxxx notifies Newco in writing that all statutes of limitations to which such records relate have expired), and thereafter, not to destroy or dispose of such records without giving notice to Lockheed Xxxxxx of such pending disposal and offering Lockheed Xxxxxx the right to copy such records at its expense. In the event Lockheed Xxxxxx has not copied such materials within 90 days following the receipt of notice from Newco, Newco may proceed to destroy or dispose of such materials without any liability. From and after the Closing Date and subject to any applicable privileges (including, without limitation, the attorney-client privilege), Newco shall at its expense (i) afford Lockheed Xxxxxx and its Representatives reasonable access upon reasonable prior notice during normal business hours, to all employees, offices, properties, agreements, records, books and affairs of Newco, and provide copies of such information concerning the Business as Lockheed Xxxxxx may reasonably request for any proper purpose, including, without limitation, in connection with the preparation of any tax returns or financial statements or in connection with any judicial, quasi judicial, administrative, tax, audit or arbitration proceeding and in connection with the preparation of any financial statements or reports in accordance with past practices and procedures and (ii) cooperate fully with Lockheed Xxxxxx for any proper purpose, including, without limitation, the defense of or pursuit of any Excluded Liability, Excluded Asset or any claim or action that relates to an Excluded Liability or Excluded Asset.

Provision and Preservation of and Access to Certain Information; Cooperation. (a) Prior to the Closing Date, each Purchaser Buyer shall provide to Lockheed Xxxxxx Parent promptly upon its receipt thereof copies of all environmental audit and similar reports with respect to facilities the possession of which will be transferred to Newco at the ClosingTTSI in accordance with this Agreement. Buyer shall provide to Parent a copy of all sampling results, boring logs, analysis and other data and reports regarding any environmental review conducted by Buyer immediately upon obtaining them. (b) The Individual Purchasers acknowledge that effective as of February 3, 1997, Lockheed Xxxxxx turned over day-to-day management of the Business Units to the Individual Purchasers. From the date of this Agreement until the Closing Date, the Individual Purchasers agree to take reasonable steps to ensure that the Business Units conduct their business and operations in accordance with the provisions of Section 7.01. Notwithstanding the foregoing, the Individual Purchasers shall not have liability to any Person for the breach of this Section 8.02(b), it being understood that the effects of a breach of this Section 8.02(b) shall be limited to the effects set forth in Section 13.04(d) and Section 14.02. (c) On and after the Closing Date, Newco TTSI or any successor to the TTS Business shall preserve all books and records of the TTS Business for a period of five six years commencing on the Closing Date (or in the case of books and records relating to taxTax, employment and employee benefits matters, until such time as Lockheed Xxxxxx Parent notifies Newco TTSI in writing that all statutes of limitations to which such records relate have expired), and thereafter, not to destroy or dispose of such records without giving notice to Lockheed Xxxxxx Parent of such pending disposal and offering Lockheed Xxxxxx the right to copy Parent such records at its expenserecords. In the event Lockheed Xxxxxx Parent has not copied requested such materials within 90 days following the receipt of notice from NewcoTTSI, Newco TTSI may proceed to destroy or dispose of such materials without any liability. . (c) From and after the Closing Date and subject to any applicable privileges (including, without limitation, the attorney-client privilegeand work-product privileges; provided that Buyer and TTSI shall use commercially reasonable efforts to provide access to Parent in a manner that does not violate any applicable privileges), Newco Buyer shall at its expense (i) afford Lockheed Xxxxxx Parent and its Representatives reasonable access upon reasonable prior notice during normal business hours, to all employees, offices, properties, agreements, records, books and affairs of NewcoBuyer, and provide copies of such information information, including, without limitation, manifests regarding pre-closing disposal of Hazardous Materials, concerning TTSI and the TTS Business as Lockheed Xxxxxx Parent may reasonably request for any proper purpose, including, without limitation, in connection with the matters contemplated by Section 2.06, the preparation of any tax returns or financial statements or Tax Returns, in connection with any judicial, quasi quasi-judicial, administrative, taxTax, audit or arbitration proceeding and proceeding, in connection with the preparation of any financial statements or reports in accordance with past practices and procedures and (ii) cooperate fully with Lockheed Xxxxxx for any proper purpose, including, without limitation, the defense of or pursuit of any Excluded Liability, Excluded Asset or any claim or action that relates to an Excluded Liability or Excluded Asset.statements

Provision and Preservation of and Access to Certain Information; Cooperation. (a) Prior to the Closing Date, each the Purchaser shall provide to Lockheed Xxxxxx the Seller promptly upon its receipt thereof copies written notice that the Purchaser has knowledge of all environmental audit and similar reports with respect to facilities the possession facts or circumstances that may constitute a breach of which will be transferred to Newco at the Closingany of Seller's representations, warranties, covenants or agreements under this Agreement. (b) The Individual Purchasers acknowledge that effective as of February 3, 1997, Lockheed Xxxxxx turned over day-to-day management of the Business Units to the Individual Purchasers. From the date of this Agreement until the Closing Date, the Individual Purchasers agree to take reasonable steps to ensure that the Business Units conduct their business and operations in accordance with the provisions of Section 7.01. Notwithstanding the foregoing, the Individual Purchasers shall not have liability to any Person for the breach of this Section 8.02(b), it being understood that the effects of a breach of this Section 8.02(b) shall be limited to the effects set forth in Section 13.04(d) and Section 14.02. (c) On and after the Closing Date, Newco the Purchaser shall preserve all books and records of the Business business of CE for a period of five six years commencing on the Closing Date (or in the case of books and records relating to tax, employment and tax or employee benefits benefit matters, until such time as Lockheed Xxxxxx the Seller notifies Newco the Purchaser in writing that all statutes of limitations relating to tax periods to which such records relate have expired), and thereafter, shall not to destroy or dispose of such records without giving notice to Lockheed Xxxxxx the Seller of such pending disposal and offering Lockheed Xxxxxx the Seller the right to copy such records at its expense. In the event Lockheed Xxxxxx has not copied such materials within 90 days following the receipt of notice from Newco, Newco may proceed to destroy or dispose take possession of such materials without any liabilityrecords. From and after the Closing Date and subject to any applicable privileges (including, without limitation, the attorney-client privilege), Newco the Purchaser shall at its expense (i) at the Purchaser's expense, afford Lockheed Xxxxxx the Seller and its Representatives Subsidiaries together with their Representatives, reasonable access upon reasonable prior notice during normal business hours, to all employees, offices, properties, agreements, records, books and affairs of Newcothe Purchaser and CE, and (ii) at the Purchaser's expense, provide copies of such information concerning the Business business of CE as Lockheed Xxxxxx the Seller or its Subsidiaries may reasonably request for any proper purpose, including, without limitation, in connection with the preparation of any tax returns or financial statements or in connection with any judicial, quasi judicial, administrative, tax, audit or arbitration proceeding and in connection with the preparation of any financial statements or reports in accordance with past practices and procedures and (iiiii) at the Seller's expense, cooperate fully with Lockheed Xxxxxx the Seller and its Subsidiaries for any proper purpose, including, without limitation, the defense of or pursuit of any Excluded Liability, Excluded Asset or any claim or action that relates to an Excluded Liability the Seller or Excluded Assetany of its Subsidiaries.

Provision and Preservation of and Access to Certain Information; Cooperation. (a) Prior to the Closing Date, each Purchaser shall provide to Lockheed Xxxxxx Martin promptly upon its receipt thereof txxxxxx copies of all environmental audit and similar reports with respect to facilities the possession of which will be transferred to Newco at the Closing. (b) The Individual Purchasers acknowledge that effective as of February 3, 1997, Lockheed Xxxxxx Martin turned over day-to-day management managxxxxx of the Business Units to the Individual Purchasers. From the date of this Agreement until the Closing Date, the Individual Purchasers agree to take reasonable steps to ensure that the Business Units conduct their business and operations in accordance with the provisions of Section 7.01. Notwithstanding the foregoing, the Individual Purchasers shall not have liability to any Person for the breach of this Section 8.02(b), it being understood that the effects of a breach of this Section 8.02(b) shall be limited to the effects set forth in Section 13.04(d) and Section 14.02. (c) On and after the Closing Date, Newco shall preserve all books and records of the Business for a period of five years commencing on the Closing Date (or in the case of books and records relating to tax, employment and employee benefits matters, until such time as Lockheed Xxxxxx Martin notifies Newco in writing that all txxx xxl statutes of limitations to which such records relate have expired), and thereafter, not to destroy or dispose of such records without giving notice to Lockheed Xxxxxx Martin of such pending disposal and offering axx xxfering Lockheed Xxxxxx Martin the right to copy such records at recorxx xx its expense. In the event Lockheed Xxxxxx Martin has not copied such materials within materiaxx xxxhin 90 days following the receipt of notice from Newco, Newco may proceed to destroy or dispose of such materials without any liability. From and after the Closing Date and subject to any applicable privileges (including, without limitation, the attorney-attorney- client privilege), Newco shall at its expense (i) afford Lockheed Xxxxxx Martin and its Representatives reasonable reasxxxxxx access upon reasonable prior notice during normal business hours, to all employees, offices, properties, agreements, records, books and affairs of Newco, and provide copies of such information concerning the Business as Lockheed Xxxxxx Martin may reasonably request for any proper xxx xxoper purpose, including, without limitation, in connection with the preparation of any tax returns or financial statements or in connection with any judicial, quasi judicial, administrative, tax, audit or arbitration proceeding and in connection with the preparation of any financial statements or reports in accordance with past practices and procedures and (ii) cooperate fully with Lockheed Xxxxxx Martin for any proper purpose, includingixxxxxxng, without limitation, the defense of or pursuit of any Excluded Liability, Excluded Asset or any claim or action that relates to an Excluded Liability or Excluded Asset.

Provision and Preservation of and Access to Certain Information; Cooperation. (a) Prior to the Closing Date, each Purchaser Buyer shall provide to Lockheed Xxxxxx Black & Decker promptly upon its receipt thereof copies of all environmental audit xxxxx and similar reports with respect to facilities the possession of which will be transferred transferred, directly or indirectly, to Newco Buyer at the Closing. Buyer shall provide to Black & Decker a copy of all sampling results, boring logs, analyses and othxx xxxa and reports regarding any environmental review conducted by Buyer immediately upon obtaining them. (b) The Individual Purchasers acknowledge that effective as of February 3, 1997, Lockheed Xxxxxx turned over day-to-day management of the Business Units to the Individual Purchasers. From the date of this Agreement until the Closing Date, the Individual Purchasers agree to take reasonable steps to ensure that the Business Units conduct their business and operations in accordance with the provisions of Section 7.01. Notwithstanding the foregoing, the Individual Purchasers shall not have liability to any Person for the breach of this Section 8.02(b), it being understood that the effects of a breach of this Section 8.02(b) shall be limited to the effects set forth in Section 13.04(d) and Section 14.02. (c) On and after the Closing Date, Newco Buyer shall preserve all books and records of the Glass Machinery Business for a period of five six years commencing on the Closing Date (or in the case of books and records relating to taxTax, employment and employee benefits matters, until such time for so long as Lockheed Xxxxxx notifies Newco in writing that all statutes of limitations to which such records relate have expiredrequired by Applicable Law), and thereafterthereafter for an additional four years, not to destroy or dispose of such records without giving notice to Lockheed Xxxxxx Black & Decker of such pending disposal and offering Lockheed Xxxxxx the right to copy Black & Decker such records at its expenserecxxxx. In the event Lockheed Xxxxxx Black & Decker has not copied such materials requested sxxx xxterials within 90 days following the receipt xxxxxpt of notice from NewcoBuyer, Newco Buyer may proceed to destroy or dispose of such materials without any liability. . (c) From and after the Closing Date and subject to any applicable privileges (including, without limitation, the attorney-client privilege), Newco Buyer shall at its expense (i) afford Lockheed Xxxxxx Black & Decker and its Representatives reasonable access upon reasonable prior xxxxx notice during normal business hours, to all employees, offices, properties, agreements, records, books and affairs of NewcoBuyer, and provide copies of such information concerning the Glass Machinery Business as Lockheed Xxxxxx Black & Decker may reasonably request for any proper purpose, including, without xxxhout limitation, in connection with the matters contemplated by Section 2.04, pre-closing hazardous waste manifests, the preparation of any tax returns or financial statements or Tax Returns, in connection with any judicial, quasi quasi-judicial, administrative, taxTax, audit or arbitration proceeding and proceeding, in connection with the preparation of any financial statements or reports and in accordance connection with past practices and procedures the defense of any claims or allegations that relate to or may relate to Excluded Liabilities and (ii) cooperate fully with Lockheed Xxxxxx Black & Decker for any proper purpose, including, without limitation, the defense dxxxxxx of or pursuit of any Excluded Liability, Excluded Asset or Indemnified Claim, or any claim or action that relates to an Excluded Liability Liability, Excluded Asset or Excluded AssetIndemnified Claim.

Provision and Preservation of and Access to Certain Information; Cooperation. (a) Prior to the Closing Date, each Purchaser shall provide to Lockheed Xxxxxx promptly upon its receipt thereof copies of all environmental audit and similar reports with respect to facilities the possession of which will be transferred to Newco at the Closing. (b) The Individual Purchasers acknowledge that effective as of February 3, 1997, Lockheed Xxxxxx turned over day-to-day management of the Business Units to the Individual Purchasers. From the date of this Agreement until the Closing Date, the Individual Purchasers agree to take reasonable steps to ensure that the Business Units conduct their business and operations in accordance with the provisions of Section 7.01. Notwithstanding the foregoing, the Individual Purchasers shall not have liability to any Person for the breach of this Section 8.02(b), it being understood that the effects of a breach of this Section 8.02(b) shall be limited to the effects set forth in Section 13.04(d) and Section 14.02. (c) On and after the Closing Date, Newco Buyer and MTC shall, and Buyer shall cause Buyer Companies to, preserve all books and records of the Business for a period of five six years commencing on the Closing Date (or (i) in the case of books and records relating to taxTax, employment and employee benefits matters, until such time as Lockheed Xxxxxx Buyer or MTC notifies Newco Sellers in writing that all statutes of limitations to which such records relate have expiredexpired and afforded Sellers a reasonable opportunity to object or copy such records, and (ii) in the case of books and records as to which Applicable Law requires a longer period, for such longer period), and thereafter, thereafter shall not to destroy or dispose of such records without giving notice to Lockheed Xxxxxx Sellers of such pending disposal and offering Lockheed Xxxxxx the right to copy Sellers such records at its expenserecords. In the event Lockheed Xxxxxx has Sellers have not copied requested such materials within 90 days following the receipt of notice from NewcoBuyer or MTC, Newco as applicable, Buyer Companies or MTC, as the case may be, may proceed to destroy or dispose of such materials without any liability. From liability to Sellers. (b) On and after the Closing Date Date, and subject to compliance with Applicable Law (including any Antitrust Laws) and any applicable privileges (including, without limitation, including the attorney-client privilegeand work product privileges), Newco Buyer and MTC shall, and Buyer shall cause Buyer Companies to, at its expense their expense, (i) afford Lockheed Xxxxxx Seller Companies and its their Representatives reasonable access upon reasonable prior notice during normal business hours, to all employees, offices, properties, agreements, records, books and affairs of NewcoBuyer Companies or MTC to the extent relating to the conduct of the Business prior to Closing, and provide copies of such information concerning the conduct of the Business prior to the Closing as Lockheed Xxxxxx Seller Companies may reasonably request for any proper purpose, including, without limitation, including in connection with (A) the matters contemplated by Section 2.02(d) or Section 2.04, (B) the preparation of any tax returns or financial statements or in connection with Tax Returns, (C) any judicial, quasi quasi-judicial, administrative, taxTax, audit or arbitration proceeding and in connection with proceeding, (D) the preparation of any financial statements or reports in accordance with past practices and procedures (E) the defense or pursuit of any claims, allegations or actions that relate to or may relate to any Excluded Assets, Excluded Liabilities or Indemnified Claims, and (ii) cooperate fully with Lockheed Xxxxxx Seller Companies for any proper purpose, including, without limitation, including the defense of or pursuit of any Excluded Liability, Excluded Asset or Indemnified Claim, or of any claim claim, allegation or action that relates to an Excluded Liability Liability, Excluded Asset or Excluded AssetIndemnified Claim. (c) *****.

Provision and Preservation of and Access to Certain Information; Cooperation. (a) Prior to the Closing Date, each Purchaser Buyer shall provide to Lockheed Xxxxxx Parent promptly upon its receipt thereof copies of all environmental audit and similar reports with respect to facilities the possession of which will be transferred to Newco at the ClosingTTSI in accordance with this Agreement. Buyer shall provide to Parent a copy of all sampling results, boring logs, analysis and other data and reports regarding any environmental review conducted by Buyer immediately upon obtaining them. (b) The Individual Purchasers acknowledge that effective as of February 3, 1997, Lockheed Xxxxxx turned over day-to-day management of the Business Units to the Individual Purchasers. From the date of this Agreement until the Closing Date, the Individual Purchasers agree to take reasonable steps to ensure that the Business Units conduct their business and operations in accordance with the provisions of Section 7.01. Notwithstanding the foregoing, the Individual Purchasers shall not have liability to any Person for the breach of this Section 8.02(b), it being understood that the effects of a breach of this Section 8.02(b) shall be limited to the effects set forth in Section 13.04(d) and Section 14.02. (c) On and after the Closing Date, Newco TTSI or any successor to the TTS Business shall preserve all books and records of the TTS Business for a period of five six years commencing on the Closing Date (or in the case of books and records relating to taxTax, employment and employee benefits matters, until such time as Lockheed Xxxxxx Parent notifies Newco TTSI in writing that all statutes of limitations to which such records relate have expired), and thereafter, not to destroy or dispose of such records without giving notice to Lockheed Xxxxxx Parent of such pending disposal and offering Lockheed Xxxxxx the right to copy Parent such records at its expenserecords. In the event Lockheed Xxxxxx Parent has not copied requested such materials within 90 days following the receipt of notice from NewcoTTSI, Newco TTSI may proceed to destroy or dispose of such materials without any liability. . (c) From and after the Closing Date and subject to any applicable privileges (including, without limitation, the attorney-client privilegeand work-product privileges; provided that Buyer and TTSI shall use commercially reasonable efforts to provide access to Parent in a manner that does not violate any applicable privileges), Newco Buyer shall at its expense (i) afford Lockheed Xxxxxx Parent and its Representatives reasonable access upon reasonable prior notice during normal business hours, to all employees, offices, properties, agreements, records, books and affairs of NewcoBuyer, and provide copies of such information information, including, without limitation, manifests regarding pre-closing disposal of Hazardous Materials, concerning TTSI and the TTS Business as Lockheed Xxxxxx Parent may reasonably request for any proper purpose, including, without limitation, in connection with the matters contemplated by Section 2.06, the preparation of any tax returns or financial statements or Tax Returns, in connection with any judicial, quasi quasi-judicial, administrative, taxTax, audit or arbitration proceeding and proceeding, in connection with the preparation of any financial statements or reports and in accordance connection with past practices and procedures the defense or prosecution of any claims or allegations that relate to or may relate to Excluded Assets or Excluded Liabilities and (ii) cooperate fully with Lockheed Xxxxxx Parent as reasonably requested for any proper purpose, including, without limitation, the defense of or pursuit of any Excluded Liability, Excluded Asset or Indemnified Claim, or any claim or action that relates to an Excluded Liability Liability, Excluded Asset or Excluded AssetIndemnified Claim.

Provision and Preservation of and Access to Certain Information; Cooperation. (a) Prior to the Closing Date, each Purchaser Buyer shall provide to Lockheed Xxxxxx Seller promptly upon its receipt thereof copies of all environmental audit and similar reports with respect to facilities the possession of which will be transferred to Newco Buyer at the Closing. Buyer shall provide to Seller a copy of all sampling results, boring logs, analyses and other data and reports regarding any environmental review conducted by Buyer immediately upon obtaining them. (b) The Individual Purchasers acknowledge that effective as of February 3, 1997, Lockheed Xxxxxx turned over day-to-day management of the Business Units to the Individual Purchasers. From the date of this Agreement until the Closing Date, the Individual Purchasers agree to take reasonable steps to ensure that the Business Units conduct their business and operations in accordance with the provisions of Section 7.01. Notwithstanding the foregoing, the Individual Purchasers shall not have liability to any Person for the breach of this Section 8.02(b), it being understood that the effects of a breach of this Section 8.02(b) shall be limited to the effects set forth in Section 13.04(d) and Section 14.02. (c) On and after the Closing Date, Newco Buyer shall preserve all books and records of the HPG Business for a period of five six years commencing on the Closing Date (or in the case of books and records relating to taxTax, employment and employee benefits matters, until such time as Lockheed Xxxxxx Seller notifies Newco Buyer in writing that all statutes of limitations to which such records relate have expired), and thereafter, not to destroy or dispose of such records without giving notice to Lockheed Xxxxxx Seller of such pending disposal and offering Lockheed Xxxxxx the right to copy Seller such records at its expenserecords. In the event Lockheed Xxxxxx Seller has not copied requested such materials within 90 days following the receipt of notice from NewcoBuyer, Newco Buyer may proceed to destroy or dispose of such materials without any liability. Notwithstanding the foregoing, Buyer shall be entitled to destroy or dispose of any books and records of the HPG Business on or after the tenth anniversary of the Closing Date. (c) From and after the Closing Date and subject to any applicable privileges (includingDate, without limitation, the attorney-client privilege), Newco Buyer shall at its expense (i) afford Lockheed Xxxxxx Seller and its Representatives reasonable access upon reasonable prior notice during normal business hours, to all employees, offices, properties, agreements, records, books and affairs of Newco, Buyer relating to the HPG Business and provide copies of such information concerning the HPG Business as Lockheed Xxxxxx Seller may reasonably request for any proper purpose, including, without limitation, in connection with the matters contemplated by Section 2.04, the preparation of any tax returns or financial statements or Tax Returns, in connection with any judicial, quasi quasi-judicial, administrative, taxTax, audit or arbitration proceeding and proceeding, in connection with the preparation of any financial statements or reports required in accordance with past practices Applicable Laws and procedures in connection with the defense of any third party claims or allegations that relate to or may relate to Excluded Liabilities and (ii) cooperate fully with Lockheed Xxxxxx Seller for any proper purpose, including, without limitation, the defense of or pursuit of any Excluded Liability, Excluded Asset or Indemnified Claim, or any third party claim or action that relates to an Excluded Liability Liability, Excluded Asset or Excluded AssetIndemnified Claim.