Common use of Records and Assistance Clause in Contracts

Records and Assistance. (a) The Purchaser shall take all reasonable steps to preserve and keep all copies of records of MIC delivered to it in connection with the completion of the transactions contemplated by this Agreement and, from and after Closing, shall use commercially reasonable efforts to cause MIC to preserve all of its records, in each case, for a period of at least six years from the Closing Date, or for any longer period as may be required by any Laws or Governmental Entity, and shall, subject to any confidentiality obligations owing to MIC, make such records available to the Vendors as may be reasonably requested by them from time to time. The Purchaser shall use commercially reasonable efforts to cause MIC to make such records available to the Vendors as may be reasonably requested by them from time to time. (b) Subject to any confidentiality obligations owing to MIC in respect of any data or other information regarding MIC or its business, the Vendors, the Parent and the Purchaser shall co-operate with each other and make available to each other in a timely fashion such data and other information as may reasonably be required for (i) financial reporting, and (ii) the preparation of any tax filings in respect of any taxable periods including or preceding the transactions contemplated by this Agreement, and, prior to Closing, the Vendors and the Parent, and following Closing, the Purchaser, shall use commercially reasonable efforts to cause MIC to so co-operate. (c) Subject to any requirements to return or destroy any confidential information of MIC and its subsidiaries on or after Closing or any other obligations owing to MIC, the Vendors and the Parent shall take commercially reasonable steps to preserve and keep all copies of records in their respective control relating to MIC and, from and after Closing, shall preserve such records, in each case, for a period of at least six years from the Closing Date, or for any longer period as may be required by any Laws or Governmental Entity, and shall, subject to any confidentiality obligations owing to MIC, make such records available to the Purchaser as may be reasonably requested from time to time. (d) Prior to Closing, the Vendors and the Parent shall afford the Purchaser’s Representatives (as defined in the Confidentiality Agreement) prompt access from time to time to such information on MIC’s capital plan and such other information regarding MIC and its business that is shared by MIC with the Vendors and/or the Parent as may be reasonably requested by the Purchaser. Any information provided under this section will constitute “Confidential Information” under the Confidentiality Agreement and be received subject to the Confidentiality Agreement. In addition, the Vendors and the Parent shall each use commercially reasonable efforts prior to Closing to cause the Chief Financial Officer of MIC and such other personnel of MIC as the Purchaser may reasonably request to make themselves reasonably available to meet with the Purchaser and take such other reasonable steps as are necessary to enable the Guarantor to consolidate MIC in its financial reports after the Closing.

Records and Assistance. (a) The Notwithstanding Section 1(e), Seller shall ---------------------- have the right to make copies of any records of the Products Company for which it has, or may have, any business, technical or legal need, and Seller may have the original of any record for which it has a particular need; provided that Purchaser may make copies of any such records which Purchaser reasonably needs for the continuing operation of the Products Company. To the extent that those records, or any other information made available to Purchaser before or after the Closing, contain proprietary or confidential business, technical or legal information of Seller or its affiliates, Purchaser agrees to hold such records in confidence and limit their use to the 76 Assets or the operations of the Products Company. (b) Purchaser shall take all reasonable steps to preserve and keep all copies not destroy or otherwise dispose of any records of MIC delivered to it in connection with the completion of the transactions contemplated by this Agreement and, from and after Closing, shall use commercially reasonable efforts to cause MIC to preserve all of its records, in each case, acquired hereunder for a period of at least six seven years (except as to tax records, for which the period shall be the time when the returns for the year in question become final) following the Closing Date, except upon 30 days' prior written notice to Seller, during which xxxx Xxxxxx may elect to take such records and after which time Purchaser may destroy the same. During such seven-year period, Purchaser shall make such records available to Seller or its authorized representatives for any business, legal or technical need in a manner which does not unreasonably interfere with Purchaser's business operations. For a period of seven years from the Closing Date, or for any longer period as may be required by any Laws or Governmental EntityPurchaser will also afford, and shallwill cause its respective employees, subject agents, officers, directors, accountants and attorneys to any confidentiality obligations owing to MIC, make such records available afford to the Vendors employees, agents, representatives, accountants and attorneys of Seller, free and full access at all reasonable times to the assets, properties, books and records of Purchaser related to the Products Company that existed at or prior to the Closing Date, as Seller may be reasonably requested by them from time to time. The Purchaser shall use commercially reasonable efforts to cause MIC to make such records available to time request, for the Vendors as may be reasonably requested by them from time to time. (b) Subject purposes of responding to any confidentiality obligations owing to MIC in respect of governmental inquiry or any data or other information regarding MIC or its businessaudit conducted by any government, the Vendorsincluding any governmental subdivisions, the Parent agencies and the Purchaser shall co-operate with each other and make available to each other in a timely fashion such data and other information as may reasonably be required for (i) financial reporting, and (ii) the preparation of any tax filings in respect of any taxable periods including or preceding the transactions contemplated by this Agreement, and, prior to Closing, the Vendors and the Parent, and following Closing, the Purchaser, shall use commercially reasonable efforts to cause MIC to so co-operateinstrumentalities. (c) Subject On reasonable notice, Purchaser shall permit (with appropriate recompense to Purchaser if the time is extensive and in a manner so as to minimize disruption) its employees who were former employees of Seller to participate on Seller's behalf in any requirements to return pending or destroy any confidential information of MIC and its subsidiaries subsequent litigation or alternative dispute resolution proceeding on or after Closing or any other obligations owing to MIC, the Vendors and the Parent shall take commercially reasonable steps to preserve and keep all copies of records in their respective control relating to MIC and, from and after Closing, shall preserve a matter concerning which such records, in each case, for a period of at least six years from the Closing Date, or for any longer period as may be required by any Laws or Governmental Entityemployee has knowledge, and shall, subject Purchaser shall respect and uphold any attorney-client privilege or work product privilege that attaches to any confidentiality obligations owing to MIC, make such records available to the Purchaser as may be reasonably requested from time to timeSeller's former employees and documents. (d) Prior to Closing, the Vendors and the Parent shall afford the Purchaser’s Representatives (as defined in the Confidentiality Agreement) prompt access from time to time to such information on MIC’s capital plan and such other information regarding MIC and its business that is shared by MIC with the Vendors and/or the Parent as may be reasonably requested by the Purchaser. Any information provided under this section will constitute “Confidential Information” under the Confidentiality Agreement and be received subject to the Confidentiality Agreement. In addition, the Vendors and the Parent shall each use commercially reasonable efforts prior to Closing to cause the Chief Financial Officer of MIC and such other personnel of MIC as the Purchaser may reasonably request to make themselves reasonably available to meet with the Purchaser and take such other reasonable steps as are necessary to enable the Guarantor to consolidate MIC in its financial reports after the Closing.

Records and Assistance. (a) The Purchaser shall take all reasonable steps to preserve and keep all copies of records of MIC delivered to it in connection with the completion of the transactions contemplated by this Agreement and, from and after Closing, shall use commercially reasonable efforts to cause MIC to preserve all of its records, in each case, for For a period which meets the minimum standards of Buyer’s internal policies for record retention (but in any event, no less than three (3) years after the Closing Date), Buyer will retain any records evidencing the operation and maintenance obligations or the cost of reimbursement rights of Buyer hereunder or otherwise relating to the Transferred Properties prior to the Closing Date (the “Records”), and will make such Records available to Seller for inspection and copying upon reasonable notice at least six years from Buyer’s headquarters (or at such other location in the United States as Buyer shall designate in writing to Seller) at reasonable times and during regular office hours. In addition, Buyer will cooperate in providing information required by Seller to complete reports, statements, or other submissions required by Law, without regard to whether such information is contained in the Records. Following the expiration of such period, Buyer may destroy such Records, provided that until the fifth (5th) anniversary of the Closing Date, Buyer shall provide Seller with sixty (60) calendar days’ prior written notice of Buyer’s intent to destroy any material Records transferred to Buyer pursuant to this Agreement and if Seller do not consent to the proposed destruction of Records, Buyer shall either continue to retain the Records and continue to make them available to Seller as provided in the preceding sentence or for require Seller to remove such records at Seller’s cost and expense. To the extent Buyer receives copies of the Records because such Records relate to both the Transferred Properties and properties excluded from the Transferred Properties, Buyer shall maintain those portions of the Records which do not relate solely to the Transferred Properties strictly confidential and shall not disclose any longer period as may be such Records to any person or agency, unless such disclosure is required by any Laws Law or Governmental Entity, and shall, subject to any confidentiality obligations owing to MIC, make such records available to the Vendors as may be reasonably requested by them from time to time. The Purchaser shall use commercially reasonable efforts to cause MIC to make such records available to the Vendors as may be reasonably requested by them from time to time.has otherwise been made publicly available (b) Subject Notwithstanding the provisions of clause (a) above, Seller shall make arrangements to have any confidentiality obligations owing to MIC in respect tax records located at the Transferred Properties removed within sixty (60) days of the Closing Date. Buyer may request copies, at Buyer’s expense, of any data or other information regarding MIC or its business, the Vendors, the Parent and the Purchaser shall co-operate with each other and make available to each other in a timely fashion such data and other information as may reasonably be required for (i) financial reporting, and (ii) the preparation of any designated tax filings in respect of any taxable periods including or preceding the transactions contemplated by this Agreement, and, records either prior to Closing, the Vendors and sixtieth day after the Parent, and following Closing, the Purchaser, shall use commercially reasonable efforts to cause MIC to so co-operateClosing Date or thereafter upon written request of Seller. (c) Subject In the event of any dispute with respect to any requirements the ownership of the Transferred Properties arising out of events which occurred prior to return or destroy any confidential information of MIC and its subsidiaries on or after Closing or any other obligations owing to MIC, the Vendors and the Parent shall take commercially reasonable steps to preserve and keep all copies of records in their respective control relating to MIC and, from and after Closing, shall preserve such records, in each case, for a period of at least six years from the Closing Date, Buyer shall reasonably cooperate with Seller and their Affiliates, at Seller’s sole cost and expense, in the resolution of such dispute, including appearing in any litigation which may result therefrom; provided however, Buyer shall not be obligated to cooperate in any such dispute (nor appear in any related litigation) if such dispute involves (y) the Buyer or for its Affiliates, (z) any longer period third party with whom the Buyer is a counterparty as a result of the Transactions; provided further, however, that Buyer’s agreement to so cooperate shall not be deemed an acceptance by Buyer of any liability arising from such dispute, as to which the other provisions of this Agreement shall control. Subject to execution of a customary non-disclosure agreement among Buyer and Seller, Buyer shall make available to Seller, upon Seller’s request at all reasonable times, any and all files and business records in Buyer’s custody or control transferred to Buyer hereunder and, except in the case of a conflict of interest between the Parties, any and all individuals employed by Buyer whose testimony or knowledge in the opinion of Seller’s counsel may be necessary or useful to it concerning the issues involved in such claims or litigation or in anticipation thereof. Seller and Buyer agrees to preserve all documents required to be preserved by any Laws or Governmental Entitystatutes, regulations, ordinances, orders, and shall, subject to any confidentiality obligations owing to MIC, make such records available to the Purchaser as may be reasonably requested from time to timeother government requirements. (d) Prior While Seller and its Affiliates are transferring books and records pertaining to Closingthe Transferred Properties to Buyer, the Vendors such transferors by such act in no way intend to waive their respective attorney-client and the Parent shall afford the Purchaser’s Representatives (work product privileges as defined in the Confidentiality Agreement) prompt access from time to time to such information on MIC’s capital plan and such other information regarding MIC and its business that is shared by MIC with the Vendors and/or the Parent as documents which may be reasonably requested by the Purchaser. Any information provided under contained in such books and records and in particular with respect to those files associated with outstanding claims and lawsuits which have been identified in this section will constitute “Confidential Information” under the Confidentiality Agreement and be received subject to the Confidentiality Agreement. In addition, Buyer shall continue to maintain the Vendors and the Parent shall each use commercially reasonable efforts prior confidential status of those files or turn them over to Closing to cause the Chief Financial Officer of MIC and such other personnel of MIC as the Purchaser may reasonably request to make themselves reasonably available to meet with the Purchaser and take such other reasonable steps as are necessary to enable the Guarantor to consolidate MIC in Seller or its financial reports after the ClosingAffiliates if so requested.

Records and Assistance. (a) The Notwithstanding Section 1(e), Seller shall have the right to make copies of any records of the Products Company for which it has, or may have, any business, technical or legal need, and Seller may have the original of any record for which it has a particular need; provided that Purchaser may make copies of any such records which Purchaser reasonably needs for the continuing operation of the Products Company. To the extent that those records, or any other information made available to Purchaser before or after the Closing, contain proprietary or confidential business, technical or legal information of Seller or its affiliates, Purchaser agrees to hold such records in confidence and limit their use to the 76 Assets or the operations of the Products Company. (b) Purchaser shall take all reasonable steps to preserve and keep all copies not destroy or otherwise dispose of any records of MIC delivered to it in connection with the completion of the transactions contemplated by this Agreement and, from and after Closing, shall use commercially reasonable efforts to cause MIC to preserve all of its records, in each case, acquired hereunder for a period of at least six seven years (except as to tax records, for which the period shall be the time when the returns for the year in question become final) following the Closing Date, except upon 30 days' prior written notice to Seller, during which time Seller may elect to take such records and after which time Purchaser may destroy the xxxx. Xxxxng such seven-year period, Purchaser shall make such records available to Seller or its authorized representatives for any business, legal or technical need in a manner which does not unreasonably interfere with Purchaser's business operations. For a period of seven years from the Closing Date, or for any longer period as may be required by any Laws or Governmental EntityPurchaser will also afford, and shallwill cause its respective employees, subject agents, officers, directors, accountants and attorneys to any confidentiality obligations owing to MIC, make such records available afford to the Vendors employees, agents, representatives, accountants and attorneys of Seller, free and full access at all reasonable times to the assets, properties, books and records of Purchaser related to the Products Company that existed at or prior to the Closing Date, as Seller may be reasonably requested by them from time to time. The Purchaser shall use commercially reasonable efforts to cause MIC to make such records available to time request, for the Vendors as may be reasonably requested by them from time to time. (b) Subject purposes of responding to any confidentiality obligations owing to MIC in respect of governmental inquiry or any data or other information regarding MIC or its businessaudit conducted by any government, the Vendorsincluding any governmental subdivisions, the Parent agencies and the Purchaser shall co-operate with each other and make available to each other in a timely fashion such data and other information as may reasonably be required for (i) financial reporting, and (ii) the preparation of any tax filings in respect of any taxable periods including or preceding the transactions contemplated by this Agreement, and, prior to Closing, the Vendors and the Parent, and following Closing, the Purchaser, shall use commercially reasonable efforts to cause MIC to so co-operateinstrumentalities. (c) Subject On reasonable notice, Purchaser shall permit (with appropriate recompense to Purchaser if the time is extensive and in a manner so as to minimize disruption) its employees who were former employees of Seller to participate on Seller's behalf in any requirements to return pending or destroy any confidential information of MIC and its subsidiaries subsequent litigation or alternative dispute resolution proceeding on or after Closing or any other obligations owing to MIC, the Vendors and the Parent shall take commercially reasonable steps to preserve and keep all copies of records in their respective control relating to MIC and, from and after Closing, shall preserve a matter concerning which such records, in each case, for a period of at least six years from the Closing Date, or for any longer period as may be required by any Laws or Governmental Entityemployee has knowledge, and shall, subject Purchaser shall respect and uphold any attorney-client privilege or work product privilege that attaches to any confidentiality obligations owing to MIC, make such records available to the Purchaser as may be reasonably requested from time to timeSeller's former employees and documents. (d) Prior to Closing, the Vendors and the Parent shall afford the Purchaser’s Representatives (as defined in the Confidentiality Agreement) prompt access from time to time to such information on MIC’s capital plan and such other information regarding MIC and its business that is shared by MIC with the Vendors and/or the Parent as may be reasonably requested by the Purchaser. Any information provided under this section will constitute “Confidential Information” under the Confidentiality Agreement and be received subject to the Confidentiality Agreement. In addition, the Vendors and the Parent shall each use commercially reasonable efforts prior to Closing to cause the Chief Financial Officer of MIC and such other personnel of MIC as the Purchaser may reasonably request to make themselves reasonably available to meet with the Purchaser and take such other reasonable steps as are necessary to enable the Guarantor to consolidate MIC in its financial reports after the Closing.

Records and Assistance. (a) The Purchaser For a period which meets the minimum standards of Buyer’s internal policies for record retention (but in any event, no less than three (3) years after the date hereof), Buyer will retain any records evidencing the operation and maintenance obligations or the cost of reimbursement rights of Buyer hereunder or otherwise relating to the Transferred Properties prior to the date hereof (the “Records”), and will make such Records available to Sellers for inspection and copying upon reasonable notice at Buyer’s headquarters (or at such other location in the United States as Buyer shall take all designate in writing to Sellers) at reasonable steps times and during regular office hours. In addition, Buyer will cooperate in providing information required by Sellers to preserve complete reports, statements, or other submissions required by Law, without regard to whether such information is contained in the Records. Following the expiration of such period, Buyer may destroy such Records, provided that until the fifth (5th) anniversary of the date hereof, Buyer shall provide each Seller with sixty (60) calendar days’ prior written notice of Buyer’s intent to destroy any material Records transferred to Buyer pursuant to this Agreement and keep all if Sellers do not consent to the proposed destruction of Records, Buyer shall either continue to retain the Records and continue to make them available to Sellers as provided in the preceding sentence or require Sellers to remove such records at Sellers’ cost and expense. To the extent Buyer receives copies of records of MIC delivered the Records because such Records relate to it in connection with both the completion Transferred Properties and properties excluded from the Transferred Properties, Buyer shall maintain those portions of the transactions contemplated by this Agreement andRecords which do not relate solely to the Transferred Properties strictly confidential and shall not disclose any such Records to any person or agency, from and after Closing, shall use commercially reasonable efforts to cause MIC to preserve all of its records, in each case, for a period of at least six years from the Closing Date, or for any longer period as may be unless such disclosure is required by any Laws Law or Governmental Entity, and shall, subject to any confidentiality obligations owing to MIC, make such records available to the Vendors as may be reasonably requested by them from time to time. The Purchaser shall use commercially reasonable efforts to cause MIC to make such records available to the Vendors as may be reasonably requested by them from time to time.has otherwise been made publicly available (b) Subject Notwithstanding the provisions of clause (a) above, Sellers shall make arrangements to have any confidentiality obligations owing to MIC in respect tax records located at the Transferred Properties removed within sixty (60) days of the date hereof. Buyer may request copies, at Buyer’s expense, of any data or other information regarding MIC or its business, the Vendors, the Parent and the Purchaser shall co-operate with each other and make available to each other in a timely fashion such data and other information as may reasonably be required for (i) financial reporting, and (ii) the preparation of any designated tax filings in respect of any taxable periods including or preceding the transactions contemplated by this Agreement, and, records either prior to Closing, the Vendors and sixtieth day after the Parent, and following Closing, the Purchaser, shall use commercially reasonable efforts to cause MIC to so co-operatedate hereof or thereafter upon written request of Sellers. (c) In the event of any dispute with respect to the ownership of the Transferred Properties arising out of events which occurred prior to the date hereof, Buyer shall reasonably cooperate with Sellers and their Affiliates, at Sellers’ sole cost and expense, in the resolution of such dispute, including appearing in any litigation which may result therefrom; provided however, Buyer shall not be obligated to cooperate in any such dispute (nor appear in any related litigation) if such dispute involves (x) the Buyer or its Affiliates, (y) any third party with whom the Buyer is a counterparty as a result of the Transactions or (z) any controversy between any of the Sellers party to any Transaction Document or their respective Affiliates; provided further, however, that Buyer’s agreement to so cooperate shall not be deemed an acceptance by Buyer of any liability arising from such dispute, as to which the other provisions of this Agreement shall control. Subject to execution of a customary non-disclosure agreement among Buyer and Sellers, Buyer shall make available to Sellers, upon Sellers’ request at all reasonable times, any requirements and all files and business records in Buyer’s custody or control transferred to return Buyer hereunder and, except in the case of a conflict of interest between the Parties, any and all individuals employed by Buyer whose testimony or destroy any confidential information knowledge in the opinion of MIC each Seller’s respective counsel may be necessary or useful to it concerning the issues involved in such claims or litigation or in anticipation thereof. Each Seller and its subsidiaries on or after Closing or any other obligations owing to MIC, the Vendors and the Parent shall take commercially reasonable steps Buyer agrees to preserve and keep all copies of records in their respective control relating documents required to MIC and, from and after Closing, shall preserve such records, in each case, for a period of at least six years from the Closing Date, or for any longer period as may be required preserved by any Laws or Governmental Entitystatutes, regulations, ordinances, orders, and shall, subject to any confidentiality obligations owing to MIC, make such records available to the Purchaser as may be reasonably requested from time to timeother government requirements. (d) Prior While Sellers and their Affiliates are transferring books and records pertaining to Closingthe Transferred Properties to Buyer, the Vendors such transferors by such act in no way intend to waive their respective attorney-client and the Parent shall afford the Purchaser’s Representatives (work product privileges as defined in the Confidentiality Agreement) prompt access from time to time to such information on MIC’s capital plan and such other information regarding MIC and its business that is shared by MIC with the Vendors and/or the Parent as documents which may be reasonably requested by the Purchaser. Any information provided under contained in such books and records and in particular with respect to those files associated with outstanding claims and lawsuits which have been identified in this section will constitute “Confidential Information” under the Confidentiality Agreement and be received subject to the Confidentiality Agreement. In addition, Buyer shall continue to maintain the Vendors and the Parent shall each use commercially reasonable efforts prior confidential status of those files or turn them over to Closing to cause the Chief Financial Officer of MIC and such other personnel of MIC as the Purchaser may reasonably request to make themselves reasonably available to meet with the Purchaser and take such other reasonable steps as are necessary to enable the Guarantor to consolidate MIC in its financial reports after the ClosingSellers or their respective Affiliates if so requested.

Records and Assistance. (a) The Purchaser shall take all reasonable steps to preserve and keep all copies of records of MIC delivered to it in connection with the completion of the transactions contemplated by this Agreement and, from and after Closing, shall use commercially reasonable efforts to cause MIC to preserve all of its records, in each case, for For a period of at least six ten (10) years from after the Closing Date, Buyers will retain the CUSA Records and the CPL Records defined in Sections 2.1 and 2.2 above and any records evidencing the operation and maintenance obligations or the cost reimbursement rights of Buyers hereunder (the “Records”), and will make such Records available to Sellers for any longer period inspection and copying upon reasonable notice at Buyers’ headquarters (or at such other location in the United States as may be Buyers shall designate in writing to Sellers) at reasonable times and during regular office hours. In addition, Buyers will cooperate in providing information required by Sellers to complete reports, statements, or other submissions required by Law, without regard to whether such information is contained in CUSA Records or CPL Records. Following the expiration of such ten-year period, Buyers may destroy such Records provided Buyers provide Sellers with 60 days’ prior written notice of Buyers’ intent to destroy any Laws Records transferred to Buyers pursuant to this Agreement. If Sellers do not consent to the proposed destruction of Records, Buyers shall either continue to retain the Records and continue to make them available to Sellers as provided in the preceding sentence or Governmental Entityrequire Sellers to remove such records at Sellers’ cost and expense. To the extent Buyers receive copies of the Records because such Records relate to both the Transferred Properties and properties excluded from the Transferred Properties, Buyers shall maintain those portions of the Records which do not relate solely to the Transferred Properties strictly confidential and shall, subject shall not disclose any such Records to any confidentiality obligations owing to MICperson or agency, make unless such records available to the Vendors as may be reasonably requested disclosure is required by them from time to time. The Purchaser shall use commercially reasonable efforts to cause MIC to make such records available to the Vendors as may be reasonably requested by them from time to timeLaw or has otherwise been made publicly available. (b) Subject Notwithstanding the provisions of clause (a) above, Sellers shall prior to any confidentiality obligations owing or at the Closing Date designate records located at the Transferred Properties as tax records and shall make arrangements to MIC in respect have such tax records removed within sixty days of the Closing Date. Buyers may request copies, at Buyers’ expense, of any data such designated tax records either prior to the sixtieth day after the Closing Date or thereafter upon written request of the Sellers. Buyers shall retain all other information regarding MIC records located at the Transferred Properties for a period of not less than eight years from the Closing Date and shall gxxxx Xxxxxxx’ employees or its business, the Vendors, the Parent and the Purchaser shall co-operate with each other designees reasonable access to review and make available to each other in a timely fashion such data and other information as may reasonably be required for (i) financial reporting, and (ii) the preparation copies of any tax filings in respect of any taxable periods including or preceding the transactions contemplated by this Agreement, and, prior to Closing, the Vendors and the Parent, and following Closing, the Purchaser, shall use commercially reasonable efforts to cause MIC to so co-operaterecords at Sellers’ expense. (c) Subject In the event of any dispute with respect to the ownership or operation of the Transferred Properties arising out of events which occurred prior to Closing, Buyer shall cooperate with Sellers in the resolution of such dispute, including appearing in any requirements litigation which may result therefrom; provided, however, that Buyers’ agreement so to return or destroy cooperate shall not be deemed an acceptance by any confidential information Buyer of MIC any liability arising from such dispute, as to which the other provisions of this Agreement shall control. Buyer, acknowledging that Sellers have continuing obligations with respect to outstanding lawsuits and its subsidiaries on or claims associated with the Transferred Properties and that Sellers may be parties to claims and litigation asserted after Closing arising out of ownership or any other obligations owing operations prior to MIC, the Vendors and the Parent shall take commercially reasonable steps to preserve and keep all copies of records in their respective control relating to MIC and, from and after Closing, shall preserve such recordsmake available to Sellers, upon Sellers’ request at all reasonable times, any and all files and business records in each caseBuyers’ custody or control transferred by Sellers to Buyers hereunder and, for except in the case of a period conflict of at least six years from interest between the Closing Dateparties, any and all individuals employed by Buyers whose testimony or for any longer period as knowledge in the opinion of Sellers’ counsel may be necessary or useful to it respecting the issues involved in such claims or litigation or in anticipation thereof. The Buyers agree to preserve all documents required to be preserved by any Laws or Governmental Entitystatutes regulation, ordinance, order, and shall, subject other government requirements. The Refinery Buyer also agrees to any confidentiality obligations owing preserve all documents relating to MIC, make Clean Air Act New Source Review Enforcement Actions until all potential such records available to the Purchaser as may be reasonably requested from time to timeclaims have been resolved. (d) Prior While Sellers are transferring books and records pertaining to Closingthe Transferred Properties to Buyers, the Vendors Sellers by such act in no way intend to waive their attorney client and the Parent shall afford the Purchaser’s Representatives (work product privileges as defined in the Confidentiality Agreement) prompt access from time to time to such information on MIC’s capital plan and such other information regarding MIC and its business that is shared by MIC with the Vendors and/or the Parent as documents which may be reasonably requested by the Purchaser. Any information provided under contained in such books and records and in particular with respect to those files associated with outstanding claims and lawsuits which have been identified in this section will constitute “Confidential Information” under the Confidentiality Agreement and be received subject to the Confidentiality Agreement. In addition, Buyers shall continue to maintain the Vendors and the Parent shall each use commercially reasonable efforts prior confidential status of those files or turn them over to Closing to cause the Chief Financial Officer of MIC and such other personnel of MIC as the Purchaser may reasonably request to make themselves reasonably available to meet with the Purchaser and take such other reasonable steps as are necessary to enable the Guarantor to consolidate MIC in its financial reports after the ClosingSellers if so requested.