Common use of Documents and Information Clause in Contracts

Documents and Information. After the Closing Date, Parent and the Surviving Corporation shall, and shall cause the Surviving Corporation and its respective Subsidiaries to, until the seventh (7th) anniversary of the Closing Date, retain all books, records and other documents pertaining to the Business and the Group Companies in existence on the Closing Date and make the same available for inspection and copying by the Equityholder Representative (at the Equityholder Representative’s sole cost and expense) during normal business hours of the Surviving Corporation or any of its Subsidiaries upon reasonable request and upon reasonable notice, in each case, solely for purposes of complying with any applicable Tax, financial reporting or regulatory requirements; provided that Parent, the Surviving Corporation and each of the Group Companies may withhold any book, record or other document (or portion thereof) (w) that is subject to the terms of a non-disclosure agreement or undertaking with a third party, (x) that constitutes privileged attorney-client communications or attorney work product and the transfer of which, or the provision of access to which, as reasonably determined by such party’s counsel, would reasonably be expected to result in the loss of any such privilege, (y) if the provision of access to such book, records or other document (or portion thereof), as determined by such party’s counsel, would reasonably be expected to conflict with applicable Laws or (z) that constitutes non-financial trade secrets of the Company or its Subsidiaries; provided, further, that in each case, if the Equityholder Representative requests any information that Parent, the Surviving Corporation and/or the applicable Group Company is permitted to withhold pursuant to this section, Parent, the Surviving Corporation and/or the applicable Group Company, as the case may be, shall provide notice to the Equityholder Representative that it is withholding such access or information and shall use commercially reasonable efforts to provide such access or information to the Equityholder Representative and its representatives in a manner that does not violate any such agreement or Law or result in the waiver of any such privilege. To the extent consistent with the Company’s existing document retention policies and past practice, no such books, records or documents shall be destroyed after the seventh anniversary of the Closing Date by Parent, the Surviving Corporation or any of its Subsidiaries, without first advising the Equityholder Representative in writing and giving the Equityholder Representative a reasonable opportunity to obtain possession thereof. Notwithstanding the foregoing or the provisions of Section 5.4(e), no provision of this Agreement shall be construed to require Parent to provide the Equityholder Representative any information with respect to, or right to access or to review, Parent’s affiliated, consolidated, combined, unitary, aggregate or similar Tax Return, other than any portion of such Tax Return that solely relates to the Group Companies.

Documents and Information. After For a period of six (6) years from and after the Closing, Buyer will cause the Company and its Subsidiaries to, provide the Seller and its authorized Representatives with reasonable access (including examining and copying on a confidential basis), during normal business hours, upon reasonable advance written notice and in such a manner so as to not unreasonably interfere with the normal operations of the business, to the accounting, tax and financial books and records of the Company and its Subsidiaries solely with respect to periods or occurrences prior to the Closing Date and solely to the extent reasonably necessary in connection with any governmental filing or audit of the Seller or any customary financial reporting obligations of the Seller. Notwithstanding the foregoing, the Company and its Subsidiaries shall not be required to disclose any information pursuant to this Section 7.8 (a) if such disclosure would be reasonably likely to (i) jeopardize any attorney-client, work product or other legal privilege or (ii) contravene any applicable Laws or (b) at any time at which there is any Proceeding or dispute between the Buyer and its Affiliates and Subsidiaries, on the one hand, and the Seller and its Affiliates and equityholders, on the other hand, to the extent such information reasonably relates to such Proceeding. Unless otherwise consented to in writing by Seller, Buyer will not, and will not permit the Company or its Subsidiaries to, for a period of six (6) years following the Closing Date, Parent destroy, alter or otherwise dispose of any material books and records of the Surviving Corporation shall, and shall cause the Surviving Corporation Company and its respective Subsidiaries to, until the seventh (7th) anniversary of the Closing Date, retain all books, records and other documents pertaining relating to the Business and the Group Companies in existence on periods prior to the Closing Date and make the same available for inspection and copying by the Equityholder Representative (at the Equityholder Representative’s sole cost and expense) during normal business hours of the Surviving Corporation or any of its Subsidiaries upon without first giving reasonable request and upon reasonable notice, in each case, solely for purposes of complying with any applicable Tax, financial reporting or regulatory requirements; provided that Parent, the Surviving Corporation and each of the Group Companies may withhold any book, record or other document (or portion thereof) (w) that is subject to the terms of a non-disclosure agreement or undertaking with a third party, (x) that constitutes privileged attorney-client communications or attorney work product and the transfer of which, or the provision of access to which, as reasonably determined by such party’s counsel, would reasonably be expected to result in the loss of any such privilege, (y) if the provision of access to such book, records or other document (or portion thereof), as determined by such party’s counsel, would reasonably be expected to conflict with applicable Laws or (z) that constitutes non-financial trade secrets of the Company or its Subsidiaries; provided, further, that in each case, if the Equityholder Representative requests any information that Parent, the Surviving Corporation and/or the applicable Group Company is permitted to withhold pursuant to this section, Parent, the Surviving Corporation and/or the applicable Group Company, as the case may be, shall provide prior notice to the Equityholder Representative that it is withholding Seller and offering to surrender to Seller such access or information books and shall use commercially reasonable efforts to provide such access or information to the Equityholder Representative and its representatives in a manner that does not violate any such agreement or Law or result in the waiver of any such privilege. To the extent consistent with the Company’s existing document retention policies and past practice, no such books, records or documents shall be destroyed after the seventh anniversary of the Closing Date by Parent, the Surviving Corporation or any of its Subsidiaries, without first advising the Equityholder Representative in writing and giving the Equityholder Representative a reasonable opportunity to obtain possession thereof. Notwithstanding the foregoing or the provisions of Section 5.4(e), no provision of this Agreement shall be construed to require Parent to provide the Equityholder Representative any information with respect to, or right to access or to review, Parent’s affiliated, consolidated, combined, unitary, aggregate or similar Tax Return, other than any portion of such Tax Return that solely relates to the Group Companiesrecords.

Documents and Information. After the Initial Closing Date, Parent and the Surviving Corporation shall, and Buyer shall cause the Surviving Corporation its Affiliates and its respective Subsidiaries Sellers shall cause their Covered Affiliates to, until the seventh (7th) anniversary of the Initial Closing DateDate (or such later date as may be required by applicable Law), preserve and retain all books, records ARL Books and Records and other documents pertaining to the Business and the Group Companies in existence on the Initial Closing Date and make possessed by such Person. During such period, upon reasonable advance written request meeting the same available for inspection and copying by requirements of the Equityholder Representative remaining provisions of this Section 6.11 from a Party or its Representatives, the Party in possession or control of such records shall (at a) provide to the Equityholder Representative’s sole cost and expense) requesting Party or its Representatives reasonable access to such records during normal business hours hours; provided, that such access shall not unreasonably interfere with the conduct of the Surviving Corporation business of the Party in possession or any control of such records and (b) permit the requesting Party or its Subsidiaries upon reasonable request and upon reasonable noticeRepresentatives to make copies of such records, in each case, solely at no cost to the requesting Party or its Representatives (other than for purposes of complying with reasonable out-of-pocket expenses incurred by the providing Party in so providing the requested records). Nothing herein shall require either Party to disclose: (i) any information to the other if such disclosure would jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine or contravene any applicable Tax, financial reporting or regulatory requirementsLaw; provided that Parent, the Surviving Corporation and each of the Group Companies may withhold any book, record or other document (or portion thereofii) (w) information that is subject to an obligation of confidentiality or other contractual or legal restriction; (iii) any information if such disclosure would violate any privacy or other applicable Law; or (iv) such Party’s Tax records. Subject to the terms preceding sentence, such records may only be requested under this Section 6.11 to the extent reasonably required in connection with (1) the performance by Buyer and its Affiliates and Sellers and their Covered Affiliates, as applicable, of a non-disclosure agreement their obligations under this Agreement or undertaking with a third party(2) accounting, (x) that constitutes privileged attorney-client communications litigation, federal securities disclosure, governmental or attorney work product and the transfer of whichregulatory inquiry, investigation, filing, submission or request for documents or information, or the provision of access other similar purpose (but in no event for purposes relating to which, as reasonably determined by such party’s counsel, would reasonably be expected to result in the loss of claims between any such privilege, (y) if the provision of access to such book, records or other document (or portion thereof), as determined by such party’s counsel, would reasonably be expected to conflict with applicable Laws or (z) that constitutes non-financial trade secrets of the Company or its Subsidiaries; provided, further, that in each case, if the Equityholder Representative requests any information that Parent, the Surviving Corporation and/or the applicable Group Company is permitted to withhold pursuant to this section, Parent, the Surviving Corporation and/or the applicable Group Company, as the case may be, shall provide notice to the Equityholder Representative that it is withholding such access or information Seller and shall use commercially reasonable efforts to provide such access or information to the Equityholder Representative and its representatives in a manner that does not violate any such agreement or Law or result in the waiver of any such privilege. To the extent consistent with the Company’s existing document retention policies and past practice, no such books, records or documents shall be destroyed after the seventh anniversary of the Closing Date by Parent, the Surviving Corporation Buyer or any of its SubsidiariesBuyer’s Affiliates or Sellers’ respective Covered Affiliates under this Agreement, without first advising the Equityholder Representative in writing and giving the Equityholder Representative a reasonable opportunity to obtain possession thereof. Notwithstanding the foregoing or the provisions of Section 5.4(e), no provision of this Agreement which shall be construed to require Parent to provide the Equityholder Representative any information with respect to, or right to access or to review, Parent’s affiliated, consolidated, combined, unitary, aggregate or similar Tax Return, other than any portion of such Tax Return that solely relates to the Group Companiesgoverned by applicable Law).

Documents and Information. After the Closing Date, Parent and the Surviving Corporation Purchaser shall, and shall cause the Surviving Corporation Group Companies and its respective Subsidiaries Blocker Corp to, until the seventh (7th) anniversary of the Closing Date, retain all books, records and other documents pertaining to the Business and business of the Group Companies and Blocker Corp in existence on on, and to the extent relating to periods prior to, the Closing Date (including any Tax Returns exclusively attributable to the Group Companies and/or Blocker Corp and Tax workpapers, schedules or other materials and documents supporting the preparation of Tax Returns) and make the same available for inspection and copying by the Equityholder Representative Sellers (at the Equityholder Representative’s sole cost and Sellers’ expense) during normal business hours of the Surviving Corporation Group Companies or any of its Subsidiaries Blocker Corp, as applicable, and without undue interruption to their respective businesses, upon reasonable request and upon reasonable advance written notice, in each caseto the extent reasonably necessary for (a) investigating, solely settling, preparing for purposes of complying the defense or prosecution of, or defending or prosecuting any Claim to which any Seller is a party (other than any actual or potential Claim arising under this Agreement or any Ancillary Document or with respect to which any applicable Tax, financial reporting or regulatory requirements; provided that Parent, the Surviving Corporation and each of the Group Companies may withhold or any bookof their Affiliates, record or other document (or portion thereof) (w) that is subject to on the terms of a non-disclosure agreement or undertaking with a third partyone hand, (x) that constitutes privileged attorney-client communications or attorney work product and the transfer of which, or the provision of access to which, as reasonably determined by such party’s counsel, would reasonably be expected to result in the loss of any such privilege, (y) if the provision of access to such book, records or other document (or portion thereof), as determined by such party’s counsel, would reasonably be expected to conflict with applicable Laws or (z) that constitutes non-financial trade secrets either of the Company Sellers or its Subsidiariesany of their respective Affiliates, on the other hand, are adverse parties); provided, further, that this clause (a) shall in each case, if no way limit or expand the Equityholder Representative requests rights of any information that Parent, the Surviving Corporation and/or the Person to obtain discovery under applicable Group Company is permitted law with respect to withhold pursuant to this section, Parent, the Surviving Corporation and/or the applicable Group Company, as the case may be, shall provide notice to the Equityholder Representative that it is withholding such access or information and shall use commercially reasonable efforts to provide such access or information to the Equityholder Representative and its representatives any matter in a manner that does not violate connection with any such agreement actual or Law potential Claim, (b) preparing Sellers’ equityholders’ reports to Governmental Entities or result in (c) for the waiver Sellers’ equityholders’ Tax reporting and preparation of any such privilegeaudited financial statements. To the extent consistent with the Company’s existing document retention policies and past practice, no No such books, records or documents shall be destroyed after the seventh (7th) anniversary of the Closing Date by ParentPurchaser, the Surviving Corporation Blocker Corp or any of its Subsidiaries, Group Company without first advising the Equityholder Representative Sellers in writing and giving the Equityholder Representative Sellers a reasonable opportunity to obtain possession thereof, at the Sellers’ expense. Notwithstanding This Section ‎6.6 shall survive the foregoing or consummation of the provisions of Section 5.4(e), no provision of transactions contemplated by this Agreement and shall be construed to require Parent to provide the Equityholder Representative any information with respect tobinding on all successors and assigns of Purchaser, or right to access or to review, Parent’s affiliated, consolidated, combined, unitary, aggregate or similar Tax Return, other than any portion of such Tax Return that solely relates to the Group Companies.Companies and Blocker Corp.

Documents and Information. After (a) Subject to Section 6.10 from and after the Closing DateClosing, Parent Purchaser will make or cause to be made available to Seller all books, records, Tax Returns and documents of the Company (and the Surviving Corporation shallassistance of employees responsible for such books, records and shall documents) during regular business hours as may be reasonably necessary for (i) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Action, (ii) preparing reports to shareholders and Governmental Authorities or (iii) such other purposes for which access to such documents is reasonably believed by Seller to be necessary, including preparing and delivering any accounting or other statement provided for under this Agreement or otherwise, preparing Tax Returns or responding to or disputing any Tax audit; provided, however, that access to such books, records, Tax Returns, documents and employees will not interfere with the normal operations of the Company and the reasonable out of pocket expenses of the Company incurred in connection therewith will be paid by Seller. Purchaser will cause the Surviving Corporation Company to maintain and its respective Subsidiaries topreserve all such Tax Returns, until the seventh (7th) anniversary of the Closing Date, retain all books, records and other documents pertaining to for the Business and the Group Companies in existence on greater of (A) seven (7) years after the Closing Date and make (B) any applicable statutory or regulatory retention period, as the same available for inspection and copying by the Equityholder Representative (at the Equityholder Representative’s sole cost and expense) during normal business hours of the Surviving Corporation or any of its Subsidiaries upon reasonable request and upon reasonable noticemay be extended and, in each case, solely shall offer to transfer such records to Seller at the end of any such period by providing Seller with not less than twenty (20) days’ written notice of Purchaser’s intention to destroy or dispose of such records, with Seller to exercise its right to obtain such records within such twenty (20) day period. Seller will be permitted to retain a copy of all documents and information related to any pre-Closing period that relates to the Environment or the Company’s compliance with Environmental Laws. (b) From and after the Closing, Seller will make or cause to be made available to Purchaser all books, records and documents of Seller relating to the Company (and the assistance of employees responsible for purposes such books, records and documents) during regular business hours for the same purposes, to the extent applicable, as set forth in Section 6.1(a); provided, however, that access to such books, records, documents and employees will not interfere with the normal operations of complying with Seller and the reasonable out of pocket expenses of Seller incurred in connection therewith will be paid by Purchaser. Seller will maintain and preserve any Tax Returns and related records relating to the Company that are in its possession for a period equal to the greater of (A) seven (7) years after the Closing Date and (B) any applicable Tax, financial reporting statutory or regulatory requirements; provided retention period, as the same may be extended and, in each case, shall offer to transfer such records to Purchaser at the end of any such period by providing Purchaser with not less than twenty (20) days’ written notice of Seller’s intention to destroy or dispose of such records, with Purchaser to exercise its right to obtain such records within such twenty (20) day period. Notwithstanding the foregoing, Seller does not need to offer or to provide to Purchaser any consolidated, combined or unitary Tax Returns or other related Tax information that Parentinclude the Company, except (in the Surviving Corporation case of all information, and each all Tax Returns other than the federal consolidated income Tax Returns of Seller and any copies thereof attached to any state consolidated, combined or unitary income Tax Returns delivered or made available to Purchaser pursuant hereto) to the extent necessary for Purchaser to determine a Tax attribute or Liability of the Group Companies may withhold Company with respect to any book, record or other document taxable period (or portion thereof) beginning after the Closing Date. (wc) that is subject From and after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company (i) will give Purchaser, its counsel, financial advisors and auditors reasonable access during normal business hours and on reasonable notice to the terms properties, books and records of a non-disclosure agreement or undertaking with a third partyand relating to the Company, including access for Purchaser and its representatives to perform such environmental investigations and tests of the Real Property as Purchaser deems necessary for the purpose of evaluating the transactions contemplated hereby, (xii) will furnish to Purchaser, its counsel, financial advisors and auditors such financial and operating data and other information with respect to the Company, as such Persons may reasonably request, and (iii) will instruct the employees, counsel and financial advisors of the Company to cooperate reasonably with Purchaser in its investigation of the Company; provided, however, that constitutes privileged attorney-client communications (A) such access does not unreasonably disrupt the normal operations of the Company, (B) any such access shall be conducted at Purchaser’s expense, and (C) Purchaser shall not have access to any individual performance or attorney work product and evaluation records, medical histories or other information that in the transfer of whichCompany’s reasonable judgment is privileged, sensitive or the provision disclosure of access to which, as reasonably determined by such party’s counsel, would which could reasonably be expected to result subject the Company or Seller to risk of material Liability. Purchaser hereby agrees that it is not authorized to and shall not (and shall not permit any of its employees, agents, representatives or Affiliates to) contact any employee, customer, supplier, distributor or other material business relation of the Company, Seller or any Subsidiary of Seller prior to the Closing without the prior written consent of Seller. (d) From and after the date hereof, Purchaser will, and will cause its Affiliates to, (i) maintain all Confidential Information of Seller or its Affiliates (which prior to the Closing Date will include the Company) in strict confidence, (ii) not disclose any Confidential Information of Seller or its Affiliates (which prior to the Closing Date will include the Company) to any third party and (iii) not use any Confidential Information of Seller or its Affiliates (which prior to the Closing Date will include the Company) for its own benefit or the benefit of any other Person other than in connection with enforcing its rights under this Agreement or the Ancillary Agreements. Purchaser will deliver to Seller or destroy, all tangible embodiments (and all copies) of Confidential Information of Seller and its Affiliates that is in its possession. Nothing in this Section 6.1(d) however, shall prohibit or restrict in any way Purchaser from disclosing Confidential Information pursuant to oral or written questions or requests for information of documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process or otherwise pursuant to any requirement of applicable Law or stock exchange requirement. In the event that Purchaser is requested to disclose Confidential Information or required to disclose Confidential Information pursuant to oral or written questions or requests for information of documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process or otherwise pursuant to any requirement of applicable Law or stock exchange requirement, Purchaser will notify Seller promptly of the request or requirement so that Seller may seek an appropriate protective order. If, in the loss absence of any such privilegea protective order, (y) if Purchaser is, on the provision advice of access to such book, records or other document (or portion thereof), as determined by such party’s counsel, would reasonably be expected compelled to conflict with applicable Laws or (zdisclose any Confidential Information, Purchaser will disclose only such Confidential Information that on the advice of counsel it is legally required to disclose. After the Closing the restrictions contained in this Section 6.1(d) that constitutes on disclosure and non-financial trade secrets use as it pertains to Confidential Information of the Company will cease. (e) After the Closing, Seller will, and will cause its Affiliates to, (i) maintain all Confidential Information of the Company in strict confidence, (ii) not disclose any Confidential Information of the Company to any third party and (iii) not use any Confidential Information of the Company for its own benefit or the benefit of any other Person other than in connection with enforcing its Subsidiaries; providedrights or performing its obligations under this Agreement or the Ancillary Agreements. Immediately following the Closing, further, that in each caseSeller will deliver to Purchaser or, if requested by Purchaser, destroy and thereupon certify such destruction to Purchaser, all tangible embodiments (and all copies) of Confidential Information of the Equityholder Representative requests any information Company that Parent, the Surviving Corporation and/or the applicable Group Company is permitted to withhold pursuant to in its possession. Nothing in this section, Parent, the Surviving Corporation and/or the applicable Group Company, as the case may beSection 6.1(e) however, shall provide notice to the Equityholder Representative that it is withholding such access prohibit or information and shall use commercially reasonable efforts to provide such access or information to the Equityholder Representative and its representatives restrict in a manner that does not violate any such agreement or Law or result in the waiver of any such privilege. To the extent consistent with the Company’s existing document retention policies and past practice, no such books, records or documents shall be destroyed after the seventh anniversary of the Closing Date by Parent, the Surviving Corporation way Seller or any of its SubsidiariesAffiliates, without first advising the Equityholder Representative from disclosing Confidential Information pursuant to oral or written questions or requests for information of documents in writing and giving the Equityholder Representative a reasonable opportunity to obtain possession thereof. Notwithstanding the foregoing or the provisions of Section 5.4(e)any legal proceeding, no provision of this Agreement shall be construed to require Parent to provide the Equityholder Representative any information with respect tointerrogatory, subpoena, civil investigative demand, or right similar process or otherwise pursuant to access any requirement of applicable Law or stock exchange requirement. In the event that Seller is requested to reviewdisclose Confidential Information or required to disclose Confidential Information pursuant to oral or written questions or requests for information of documents in any legal proceeding, Parent’s affiliatedinterrogatory, consolidatedsubpoena, combinedcivil investigative demand, unitary, aggregate or similar Tax Returnprocess or otherwise pursuant to any requirement of applicable Law or stock exchange requirement, other than Seller will notify Purchaser promptly of the request or requirement so that Purchaser may seek an appropriate protective order. If, in the absence of a protective order, Seller is, on the advice of counsel, compelled to disclose any portion Confidential Information, Seller will disclose only such Confidential Information that on the advice of such Tax Return that solely relates counsel it is legally required to the Group Companiesdisclose.

Documents and Information. After the Closing Date, Parent and the Surviving Corporation Purchaser shall, and shall cause the Surviving Corporation and its respective Subsidiaries Group Companies to, until the seventh (7th) anniversary of the Closing Date, retain all books, records and other documents pertaining to the Business and business of the Group Companies in existence on on, and to the extent relating to periods prior to, the Closing Date (including any Tax Returns exclusively attributable to the Group Companies and Tax workpapers, schedules or other materials and documents supporting the preparation of Tax Returns) and make the same available for inspection and copying by the Equityholder Representative Sellers (at the Equityholder Representative’s sole cost and Sellers’ expense) during normal business hours of the Surviving Corporation or any of its Subsidiaries Group Companies, and without undue interruption to their respective businesses, upon reasonable request and upon reasonable advance written notice, in each caseto the extent reasonably necessary for (a) investigating, solely settling, preparing for purposes of complying the defense or prosecution of, or defending or prosecuting any Claim to which any Seller is a party (other than any actual or potential Claim arising under this Agreement or any Ancillary Document or with respect to which any applicable Tax, financial reporting or regulatory requirements; provided that Parent, the Surviving Corporation and each of the Group Companies may withhold or any bookof their Affiliates, record or other document (or portion thereof) (w) that is subject to on the terms of a non-disclosure agreement or undertaking with a third partyone hand, (x) that constitutes privileged attorney-client communications or attorney work product and the transfer of which, or the provision of access to which, as reasonably determined by such party’s counsel, would reasonably be expected to result in the loss of any such privilege, (y) if the provision of access to such book, records or other document (or portion thereof), as determined by such party’s counsel, would reasonably be expected to conflict with applicable Laws or (z) that constitutes non-financial trade secrets either of the Company Sellers or its Subsidiariesany of their respective Affiliates, on the other hand, are adverse parties); provided, further, that this clause (a) shall in each case, if no way limit or expand the Equityholder Representative requests rights of any information that Parent, the Surviving Corporation and/or the Person to obtain discovery under applicable Group Company is permitted law with respect to withhold pursuant to this section, Parent, the Surviving Corporation and/or the applicable Group Company, as the case may be, shall provide notice to the Equityholder Representative that it is withholding such access or information and shall use commercially reasonable efforts to provide such access or information to the Equityholder Representative and its representatives any matter in a manner that does not violate connection with any such agreement actual or Law potential Claim, (b) preparing Sellers’ equityholders’ reports to Governmental Entities or result in (c) for the waiver Sellers’ equityholders’ Tax reporting and preparation of any such privilegeaudited financial statements. To the extent consistent with the Company’s existing document retention policies and past practice, no No such books, records or documents shall be destroyed after the seventh (7th) anniversary of the Closing Date by Parent, the Surviving Corporation Purchaser or any of its Subsidiaries, Group Company without first advising the Equityholder Representative Sellers in writing and giving the Equityholder Representative Sellers a reasonable opportunity to obtain possession thereof, at the Sellers’ expense. Notwithstanding This Section 6.6 shall survive the foregoing or consummation of the provisions of Section 5.4(e), no provision of transactions contemplated by this Agreement and shall be construed to require Parent to provide the Equityholder Representative any information with respect to, or right to access or to review, Parent’s affiliated, consolidated, combined, unitary, aggregate or similar Tax Return, other than any portion binding on all successors and assigns of such Tax Return that solely relates to Purchaser and the Group Companies.

Documents and Information. After the Closing Date, Parent Buyer and the Surviving Corporation Company shall, and shall cause the Surviving Corporation Company and its respective Subsidiaries to, until the seventh (7th) anniversary of the Closing Date, retain all books, records and other documents pertaining to the Business and business of the Group Companies and Blocker Entities in existence on the Closing Date and make the same available for inspection and copying by the Equityholder Seller Representative (at the Equityholder Seller Representative’s sole cost and expense) during normal business hours of the Surviving Corporation Company or any of its Subsidiaries Subsidiaries, as applicable, upon reasonable request and upon reasonable noticenotice for any reasonable purpose, in each case, solely for purposes of complying including with any applicable Tax, financial reporting or regulatory requirements; provided that Parent, the Surviving Corporation and each of the Group Companies may withhold any book, record or other document (or portion thereof) (w) that is subject respect to the terms of a non-disclosure agreement or undertaking with a third party, (x) that constitutes privileged attorney-client communications or attorney work product and the transfer of which, or the provision of access to which, as reasonably determined by such party’s counsel, would reasonably be expected to result in the loss of any such privilege, (y) if the provision of access to such book, records or other document (or portion thereof), as determined by such party’s counsel, would reasonably be expected to conflict with applicable Laws or (z) that constitutes non-financial trade secrets of the Company or its SubsidiariesTaxes; provided, further, that in each case, if the Equityholder Representative requests any information that Parent, the Surviving Corporation and/or the applicable Group Company is permitted to withhold pursuant to this section, Parent, the Surviving Corporation and/or the applicable Group Company, as the case may be, shall provide notice to the Equityholder Representative that it is withholding such access or information and shall use commercially reasonable efforts to provide be conducted in such access or information to the Equityholder Representative and its representatives in a manner that does as not violate any such agreement or Law or result in the waiver of any such privilege. To the extent consistent to unreasonably interfere with the Companynormal operations of Buyer or any of the Purchased Entities and coordinated through Buyer’s existing document general counsel or designee thereof. Unless otherwise consented to by the Seller Representative, except in compliance with regular record retention policies and past practicepolicies, no such books, records or documents shall be destroyed after the seventh (7th) anniversary of the Closing Date by Parent, Buyer or the Surviving Corporation or any of its SubsidiariesPurchased Entities, without first advising the Equityholder Seller Representative in writing and giving the Equityholder Seller Representative a reasonable opportunity to obtain make copies thereof; provided, that Buyer may destroy or otherwise dispose of such books, records or documents fifteen (15) Business Days after delivery of such prior notice if the Seller Representative fails to agree in writing to take possession thereof. Notwithstanding the foregoing or the provisions of Section 5.4(e), no provision of this Agreement Nothing herein shall be construed to require Parent Buyer to provide the Equityholder Seller Representative any information with respect access to, or right copies of, information if it would jeopardize attorney-client privilege of Buyer or violate any applicable law or order or confidentiality obligation to a third party; provided, however, that, in such instances, Buyer shall use commercially reasonable efforts to cooperate with the Seller Representative to provide such information, in whole or in part, in a manner that would not result in such issues. Buyer’s obligation to provide the access or to review, Parent’s affiliated, consolidated, combined, unitary, aggregate or similar Tax Return, other than any portion of such Tax Return that solely relates described in this Section 7.6 is subject to the Group Companiesexecution by the requesting party of a customary confidentiality agreement in form and substance reasonably satisfactory to Buyer.