Common use of Records and Assistance Clause in Contracts

Records and Assistance. 21.1 For a period of seven (7) years following Completion, neither party shall dispose of or destroy any of the JLR Records in its possession or control without first giving the other at least one (1) month’s notice and the opportunity to review and (at its own cost) copy any of the relevant materials. 21.2 Save to the extent such access is restricted by Law or the terms of any confidentiality agreement or such materials are subject to legal professional privilege, for a period of two (2) years following Completion the Buyer shall procure that on request the Seller shall be provided with such access (including the right to take copies at its own cost) to all JLR Records within the possession or control of any Target Company, NSC Newco (after the Buyer has acquired it) and Delayed NSC or any member of the Buyer’s Group and to its employees, offices and premises as may reasonably be required by any member of the Seller Group in connection with any financial, Tax or other report, return, statement, audit, filing or other requirement in each case under Law or in connection with any document that the Seller is required to prepare, or on which it is required or entitled to comment, under the Tax Deed. 21.3 Save to the extent such access is restricted by Law or the terms of any confidentiality agreement or such materials are subject to legal professional privilege and subject to any specific provisions contained in the Transaction Documents, for a period of two (2) years following Completion the Seller shall procure that on request the Buyer shall be provided with such access (including the right to take copies at its own cost) to all JLR Records within the possession or control of any member of the Seller Group and to its employees, offices and premises as may reasonably be required by the Buyer or its Affiliates (including for the avoidance of doubt any Target Company, NSC Newco or Delayed NSC) in connection with any financial, Tax or other report, return, statement, audit, filing or other requirement in each case under Law or in connection with any document that the Buyer is required to prepare, or on which it is required or entitled to comment, under the Tax Deed or, to the extent required for the purposes of preparing the Completion Statement and subject to the consent of the Seller (with such consent not to be unreasonably withheld or delayed), this Sale and Purchase Agreement. 21.4 The Buyer shall, and shall procure that each Target Company and/or each NSC Newco and/or each Delayed NSC shall, at the Seller’s sole expense and on reasonable notice at any time following Completion, give such assistance to any member of the Seller Group (including, without limitation, access to its employees, offices and premises and any JLR Records within its possession or control) as the Seller may reasonably request in relation to any proceedings by or against any member of the Seller Group.

Records and Assistance. 21.1 For a period of seven (7) years following Completion, neither party shall dispose of or destroy any of the JLR Records in its possession or control without first giving the other at least one (1) month’s notice and the opportunity to review and (at its own cost) copy any of the relevant materials.. EXECUTION VERSION 21.2 Save to the extent such access is restricted by Law or the terms of any confidentiality agreement or such materials are subject to legal professional privilege, for a period of two (2) years following Completion the Buyer shall procure that on request the Seller shall be provided with such access (including the right to take copies at its own cost) to all JLR Records within the possession or control of any Target Company, NSC Newco (after the Buyer has acquired it) and Delayed NSC or any member of the Buyer’s Group and to its employees, offices and premises as may reasonably be required by any member of the Seller Group in connection with any financial, Tax or other report, return, statement, audit, filing or other requirement in each case under Law or in connection with any document that the Seller is required to prepare, or on which it is required or entitled to comment, under the Tax Deed. 21.3 Save to the extent such access is restricted by Law or the terms of any confidentiality agreement or such materials are subject to legal professional privilege and subject to any specific provisions contained in the Transaction Documents, for a period of two (2) years following Completion the Seller shall procure that on request the Buyer shall be provided with such access (including the right to take copies at its own cost) to all JLR Records within the possession or control of any member of the Seller Group and to its employees, offices and premises as may reasonably be required by the Buyer or its Affiliates (including for the avoidance of doubt any Target Company, NSC Newco or Delayed NSC) in connection with any financial, Tax or other report, return, statement, audit, filing or other requirement in each case under Law or in connection with any document that the Buyer is required to prepare, or on which it is required or entitled to comment, under the Tax Deed or, to the extent required for the purposes of preparing the Completion Statement and subject to the consent of the Seller (with such consent not to be unreasonably withheld or delayed), this Sale and Purchase Agreement. 21.4 The Buyer shall, and shall procure that each Target Company and/or each NSC Newco and/or each Delayed NSC shall, at the Seller’s sole expense and on reasonable notice at any time following Completion, give such assistance to any member of the Seller Group (including, without limitation, access to its employees, offices and premises and any JLR Records within its possession or control) as the Seller may reasonably request in relation to any proceedings by or against any member of the Seller Group.

Records and Assistance. 21.1 (a) For a period of seven (7) the four years following Completionthe Closing Date (or for such longer period as is required by Law for such records to be retained by the Party retaining the records), neither party Parent and Sweden Buyer shall not, and each shall cause each member of Parent Group and Buyer Group, respectively, not to, dispose of or destroy any of the JLR Company Records dated before Closing in its their possession or control without first giving the other Party at least one (1) month’s prior written notice and the opportunity to review and (and, at its own such other Party’s cost) , copy any of the relevant materials. 21.2 Save (b) Except to the extent such access is prohibited or restricted by Law or Law, the terms of any confidentiality agreement Agreement existing as of the date of this Stock Purchase Agreement, this Stock Purchase Agreement or the Separation Agreements, or to the extent such materials are subject would reasonably be expected to violate the attorney-client privilege of a member of Buyer Group with its respective legal professional privilegecounsel, for a period of two (2) years following Completion the Sweden Buyer shall, and shall procure that on request the Seller shall be provided each member or representative of Buyer Group shall, upon request, provide any member of Parent Group or its representatives with such access copies (including the right to take copies at its Parent’s own cost) to all JLR of such parts of the Company Records within the possession or control of any Target Company, NSC Newco (after the Buyer has acquired it) and Delayed NSC or any member of the Buyer’s Buyer Group and to its employees, offices and premises as may reasonably be required by any member of Parent Group (i) for eight years following the Seller Group Closing Date, in connection with any financial, Tax or other report, return, statement, audit, or filing or other requirement in each case under Law or in connection with any document that the Seller is required to prepareby Law, or on which it (ii) at any time following Closing in relation to any proceedings by or against any member of Parent Group reasonably relating to the Business or the ownership, operation or control of the Business, any Target Company or any Company Subsidiary by Parent Group. Such member of Buyer Group may process documents to remove information that is required or entitled not relevant to comment, under the Tax DeedParent Group member’s request. 21.3 Save (c) Where a Claim is made against a member of Parent Group reasonably relating to the extent such access is restricted by Law Business or the terms ownership, operation or control of the Business, any confidentiality agreement Target Company or such materials are subject to legal professional privilege and subject to any specific provisions contained in the Transaction DocumentsCompany Subsidiary by Parent Group, for a period of two (2) years following Completion the Seller shall procure that on request the Sweden Buyer shall be provided with provide at Parent’s own cost copies of such access (including parts of the right to take copies at its own cost) to all JLR Company Records within the possession or control of any member of the Seller Buyer Group and to its employees, offices and premises as may reasonably be required by any member of Parent Group, provided that Buyers shall not be required to provide any information where access to that information is prohibited or restricted by Law, the terms of any confidentiality Agreement existing at the date of this Stock Purchase Agreement, this Stock Purchase Agreement or the Separation Agreements, or to the extent such materials would reasonably be expected to violate the attorney-client privilege of a member of Buyer Group with its respective legal counsel. (d) Except to the extent such access is prohibited or restricted by Law, the terms of any confidentiality Agreement existing at the date of this Stock Purchase Agreement, this Stock Purchase Agreement or the Separation Agreements, or to the extent such materials would reasonably be expected to violate the attorney-client privilege of a member of Parent Group with their respective legal counsel, Parent shall, and shall procure that any member or representative of Parent Group shall, upon request, provide any member of Buyer Group or its Affiliates representatives with copies (including at Buyers’ own cost) of such parts of the Company Records within the possession or control of any member of Parent Group as may reasonably be required by any member of Buyer Group (i) for eight years following the avoidance of doubt any Target CompanyClosing Date, NSC Newco or Delayed NSC) in connection with any financial, Tax or other report, return, statement, audit, or filing or other requirement in each case under Law or in connection with any document that the Buyer is required to prepareby Law, or on which it is required or entitled to comment, under the Tax Deed or, to the extent required for the purposes of preparing the Completion Statement and subject to the consent of the Seller (with such consent not to be unreasonably withheld or delayed), this Sale and Purchase Agreement. 21.4 The Buyer shall, and shall procure that each Target Company and/or each NSC Newco and/or each Delayed NSC shall, at the Seller’s sole expense and on reasonable notice ii) at any time following Completion, give such assistance to any member of the Seller Group (including, without limitation, access to its employees, offices and premises and any JLR Records within its possession or control) as the Seller may reasonably request Closing in relation to any proceedings by or against any member of Buyer Group reasonably relating to the Seller Business or the ownership, operation or control of the Business, any Target Company or any Company Subsidiary by Buyer Group. Such member of Parent Group may process documents to remove information that is not relevant to Buyer Group member’s request. (e) Buyers shall cause Sweden Company to prepare and submit the month-end accounts in respect of the month ending prior to the Closing Date for the Target Group to Parent for Parent’s financial reporting requirements, consistent with past practice. (f) Following Closing until the Final Closing Statement is issued, Parent shall cause Sweden Company to have access to the Dearborn-administered application of Hyperion Enterprise (HE), and to the portion of the Parent Group consolidated accounts related to the Target Group, to the extent reasonably required to prepare the Closing Statement pursuant to Schedule A-1. For the avoidance of doubt, nothing in this Section 6.29(f) shall limit Sweden Company’s access to the Dearborn-administered application of Hyperion Enterprise (HE) otherwise provided for in the Transaction Documents.