Common use of Records and Documents Clause in Contracts

Records and Documents. (a) For a period of seven (7) years after the Closing Date or such other longer period as required by applicable Law, Purchaser shall and shall cause the Company to preserve and retain, all corporate, accounting, Tax, legal, auditing, human resources and other books and records of the Company (including (i) any documents relating to any governmental or non-governmental claims, actions, suits, proceedings or investigations and (ii) all Tax returns, schedules, work papers and other material records or other documents relating to Taxes) relating to the conduct of the business and operations of the Company prior to the Closing Date and to the extent in the possession of the Company at Closing. Notwithstanding the foregoing, during such seven (7)-year period, Purchaser may dispose of any such books and records which are offered to, but not accepted by, the Sellers. Notwithstanding any other provisions hereof, the obligations of Purchaser and the Company contained in this Section 5.9 shall be binding upon the successors and assigns of Purchaser and the Company. (b) For a period of seven (7) years after the Closing, subject to applicable Law, at Purchaser’s request, Sellers will, and will cause the Related Subsidiaries to, provide, at Purchaser’s expense, Purchaser and its authorized Representatives with reasonable access to and the right to make copies of those records and documents related to the Business or to the Company and its operation for periods prior to Closing, the possession of which is retained by Sellers or the Related Subsidiaries, as may be necessary or useful in connection with the conduct of the Business (including the Company’s business) after the Closing, (i) to the extent necessary to permit Purchaser to comply with its financial reporting, tax reporting, accounting or auditing obligations with respect to the Business and (ii) in connection with any Action related to either the Purchased Assets and Assumed Liabilities or the conduct of the Business (other than any Action in which Seller or any Related Subsidiary is an adverse party to Purchaser or any of its Affiliates). Notwithstanding the foregoing, during such seven (7)-year period, Sellers may dispose of any such books and records which are offered to, but not accepted by, the Purchaser. (c) In the event and for so long as Purchaser, Sellers, the Company or the Related Subsidiaries are actively contesting or defending against any Action, hearing, investigation, charge, complaint, claim, or demand in connection with any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company or the Business, each of the other parties shall cooperate with it and its counsel in the defense or contest, make available their personnel, and provide such testimony and access to their books and records as shall be necessary or reasonably requested in connection with the defense or contest, all at the sole cost and expense of the contesting or defending party.

Records and Documents. (a) For a period Seller shall, at or as promptly as reasonably possible after the Closing, deliver to Purchaser the originals of records and documents in Seller's possession or in off-site storage relating to the Interests, including, but not limited to, land and lease files, division of interest computer printouts, contract files, well files and well logs, and accounting records. Seller may copy, at its expense, any such records and documents prior to delivering them to Purchaser. SELLER SHALL HAVE NO OBLIGATION TO FURNISH PURCHASER ANY DATA OR INFORMATION WHICH SELLER IS RESTRICTED FROM PROVIDING BECAUSE OF OBLIGATIONS TO THIRD-PARTIES provided, however, that Seller shall identify any data or information withheld under this provision and the basis for such withholding. Seller shall retain the right for seven years (7) years after from the Closing Date or to access and copy such other longer period as records and documents at all reasonable times during Purchaser's normal business hours at Seller's sole risk and expense upon giving Purchaser reasonable notice in writing of the date such access is required by applicable Law, Purchaser and upon nominating in such notice the names of the authorized representatives to whom such access is to be granted. This right shall survive termination of this Agreement and shall cause the Company to preserve be binding on Purchaser's successors and retain, all corporate, accounting, Tax, legal, auditing, human resources and other books and records of the Company (including (i) any documents relating to any governmental or non-governmental claims, actions, suits, proceedings or investigations and (ii) all Tax returns, schedules, work papers and other material records or other documents relating to Taxes) relating to the conduct of the business and operations of the Company prior to the Closing Date and to the extent in the possession of the Company at Closingassigns. Notwithstanding the foregoing, during such seven (7)-year period, should Purchaser may dispose of wish to destroy any such books and records which are offered to, but not accepted by, or documents prior to the Sellers. Notwithstanding any other provisions hereof, the obligations expiration of Purchaser and the Company contained in this Section 5.9 shall be binding upon the successors and assigns of Purchaser and the Company. (b) For a period of such seven (7) years after the Closingyear retention period, subject it shall notify Seller in writing to applicable Lawsuch effect and, at if Seller does not provide Purchaser with written notice within thirty (30) days of its receipt of Purchaser’s request's notice that Purchaser should deliver such records or documents, Sellers willor any portions thereof, and will cause the Related Subsidiaries to, provide, at Purchaser’s expenseto Seller, Purchaser and its authorized Representatives with reasonable access to and the right to make copies may implement such destruction. The cost of those records and delivering such documents related to the Business or to the Company and its operation for periods prior to Closing, the possession of which is retained by Sellers or the Related Subsidiaries, as may be necessary or useful in connection with the conduct of the Business (including the Company’s business) after the Closing, (i) to the extent necessary to permit Purchaser to comply with its financial reporting, tax reporting, accounting or auditing obligations with respect to the Business and (ii) in connection with any Action related to either the Purchased Assets and Assumed Liabilities or the conduct of the Business (other than any Action in which Seller or any Related Subsidiary is an adverse party to Purchaser or any of its Affiliates). Notwithstanding the foregoing, during such seven (7)-year period, Sellers may dispose of any such books and records which are offered to, but not accepted by, the Purchaser. (c) In the event and for so long as Purchaser, Sellers, the Company or the Related Subsidiaries are actively contesting or defending against any Action, hearing, investigation, charge, complaint, claim, or demand in connection with any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company or the Business, each of the other parties shall cooperate with it and its counsel in the defense or contest, make available their personnel, and provide such testimony and access to their books and records as shall be necessary or reasonably requested in connection with borne by the defense or contest, all at the sole cost and expense of the contesting or defending partySeller.

Records and Documents. (a) For a period of seven (7) years On or after the Closing Date or such other longer period as required by applicable LawDate, Purchaser Seller shall grant to Buyer and shall cause the Company to preserve and retain, all corporate, accounting, Tax, legal, auditing, human resources and other books and records of the Company (including (i) any documents relating to any governmental or non-governmental claims, actions, suits, proceedings or investigations and (ii) all Tax returns, schedules, work papers and other material records or other documents relating to Taxes) relating to the conduct of the business and operations of the Company prior to the Closing Date and to the extent in the possession of the Company at Closing. Notwithstanding the foregoing, during such seven (7)-year period, Purchaser may dispose of any such books and records which are offered to, but not accepted by, the Sellers. Notwithstanding any other provisions hereof, the obligations of Purchaser and the Company contained in this Section 5.9 shall be binding upon the successors and assigns of Purchaser and the Company. (b) For a period of seven (7) years after the Closing, subject to applicable Lawits representatives, at Purchaser’s Buyer's reasonable request, Sellers will, and will cause the Related Subsidiaries to, provide, at Purchaser’s expense, Purchaser and its authorized Representatives with reasonable access to and the right to make copies at Buyer's sole expense of those records Documents and documents Records in Seller's possession related to the Business Purchased Assets or the MOS 17 Operations and covering any period prior to the Company and its operation for periods prior to Closing, the possession of which is retained by Sellers or the Related Subsidiaries, Closing as may be reasonably necessary or useful in connection with for the purposes of facilitating Buyer's conduct of the Business (including the Company’s business) MOS 17 Operations after the Closing, litigation (other than litigation involving Seller (or its Affiliates)), preparation of financial statements, Tax Returns and/or audits or other valid business purposes; provided, however, that the disclosure of such Documents and Records does not, or would not (i) to result in the extent necessary to permit Purchaser to comply with loss by Seller or its financial reportingAffiliates of the attorney-client privilege, tax reportingthe work product doctrine or any other judicially-recognized privilege, accounting protection or auditing obligations with respect to the Business and immunity from disclosure, (ii) require disclosure of any Tax Return of Seller or its Affiliates, or (iii) result in the breach of any confidentiality obligation to which Seller or any of its Affiliates is subject; provided, further, that in no event shall the foregoing rights apply in connection with any Action related to either the Purchased Assets and Assumed Liabilities claims, litigation or the conduct other legal proceedings of the Business Buyer (other than any Action in which or its Affiliates) against Seller or any Related Subsidiary is an adverse party to Purchaser or any of its Affiliates). Notwithstanding anything to the foregoingcontrary in this Section 10.2, during such seven (7)-year periodSeller shall not be obligated to provide access to Documents and Records to Buyer or its advisors or representatives in connection with Buyer's preparation for an initial public offering pursuant to this Section 10.2, Sellers may and Seller and Buyer hereby acknowledge and agree that any access to Documents and Records in connection with Buyer's preparation for an initial public offering, if any, shall be governed by the Financial Statements Letter Agreement. If Seller elects to dispose of any such books Documents and records which are offered to, but not accepted by, the Purchaser. Records within six (c6) In the event and for so long as Purchaser, Sellers, the Company or the Related Subsidiaries are actively contesting or defending against any Action, hearing, investigation, charge, complaint, claim, or demand in connection with any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to years following the Closing Date involving Date, Seller shall first give Buyer sixty (60) days written notice, during which period Buyer shall have the Company or the Businessright to take such Documents and Records without further consideration. The parties hereby acknowledge that this Section 10.2(a) shall not apply to any Documents and Records held by Motorola (together with its Affiliates), each in its capacity as a customer of the other parties shall cooperate with it and its counsel in the defense or contest, make available their personnel, and provide such testimony and access to their books and records as shall be necessary or reasonably requested in connection with the defense or contest, all at the sole cost and expense of the contesting or defending party.MOS 17

Records and Documents. (a) For Subject to Section 6.7(c), following the Closing until the seven (7) year anniversary of the Closing Date, Purchaser shall maintain all books and records of the Acquired Business prior to the Closing in the manner such books and records are maintained immediately prior to the Closing Date. After the Closing, Purchaser shall, and shall cause the Acquired Companies to, provide Seller and its Representatives reasonable access, consistent with applicable Law, upon reasonable advance written request (email being sufficient), during normal business hours, to (i) the officers and employees of the Acquired Companies and (ii) the books and records of the Acquired Companies (other than any Excluded Books and Records that were not in the possession of any Acquired Company as of the Closing), but, in each case, only with respect to the periods or occurrences prior to or on the Closing Date and for a reasonable business or commercial purpose, and Seller and its Representatives shall have the right to make copies of such books and records at its sole cost. If so requested by either Seller or Purchaser, the other Party shall enter into a customary joint defense agreement with Seller or Purchaser with respect to any information to be provided to such Party pursuant to this Section 6.7. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of Purchaser or the Acquired Companies or otherwise result in any significant interference with the discharge by such officers, employees and other authorized Representatives of their normal duties in the ordinary course and, subject to Section 6.11, shall not include any environmental sampling or testing of any kind. (b) Subject to Section 6.7(c), following the Closing until the seven (7) year anniversary of the Closing Date, Seller shall, and shall cause its subsidiaries and Affiliates to, provide Purchaser, Purchaser’s Affiliates, the Acquired Companies and their respective representatives with reasonable access, consistent with applicable Law, during normal business hours and upon reasonable advance written notice (e-mail to suffice), and in a manner so as not to unreasonably interfere with the normal business operations of Seller, to the Excluded Books and Records (i) for purposes of performing Purchaser’s and the Company’s obligations hereunder, (ii) in connection with any Action to which Purchaser or any of its Affiliates (including any Acquired Company) are parties with respect to matters that relate to the Acquired Companies or the conduct of their business but, in each case, excluding any Actions or other claims or disputes between Seller or any of their respective Affiliates, on the one hand, and Purchaser, any Acquired Company or any of their respective Affiliates, on the other hand, or (iii) in connection with the requirements of any Law applicable to the Acquired Companies or any of their respective Affiliates with respect to matters that relate to the Acquired Companies or the conduct of their business. Unless otherwise consented to in writing by Purchaser, Seller shall not, and shall not permit any of their Affiliates to, for a period of seven (7) years after following the Closing Date Date, destroy, alter or such other longer period as required by applicable Law, Purchaser shall and shall cause the Company to preserve and retain, all corporate, accounting, Tax, legal, auditing, human resources and other books and records of the Company (including (i) any documents relating to any governmental or non-governmental claims, actions, suits, proceedings or investigations and (ii) all Tax returns, schedules, work papers and other material records or other documents relating to Taxes) relating to the conduct of the business and operations of the Company prior to the Closing Date and to the extent in the possession of the Company at Closing. Notwithstanding the foregoing, during such seven (7)-year period, Purchaser may otherwise dispose of any such books of the Excluded Books and records which are offered to, but not accepted by, the Sellers. Notwithstanding any other provisions hereof, the obligations of Records without first giving reasonable prior written notice to Purchaser and the Company contained in this Section 5.9 shall be binding upon the successors and assigns of offering to surrender to Purchaser and the Company. (b) For a period of seven (7) years after the Closing, subject to applicable Law, at Purchaser’s request, Sellers will, Company such Excluded Books and will cause the Related Subsidiaries to, provide, at Purchaser’s expense, Purchaser and its authorized Representatives with reasonable access to and the right to make copies of those records and documents related to the Business Records or to the Company and its operation for periods prior to Closing, the possession of any portion thereof which is retained by Sellers or the Related Subsidiaries, as may be necessary or useful in connection with the conduct of the Business (including the Company’s business) after the Closing, (i) to the extent necessary to permit Purchaser to comply with its financial reporting, tax reporting, accounting or auditing obligations with respect to the Business and (ii) in connection with any Action related to either the Purchased Assets and Assumed Liabilities or the conduct of the Business (other than any Action in which Seller or any Related Subsidiary is an adverse party to Purchaser or any of its Affiliates). Notwithstanding the foregoing, during such seven (7)-year period, Sellers may dispose Affiliate of any such books and records which are offered toSeller may intend to destroy, but not accepted by, the Purchaseralter or dispose of. (c) In Notwithstanding the event obligations set forth in Section 6.7(a) or Section 6.7(b), Purchaser or any of the Acquired Companies, on the one hand, or Seller, on the other hand, may prevent or withhold from the other party and for so long such other party’s representatives any access, document or information to the extent that the party that is otherwise required to provide such access, document or information pursuant to Section 6.7(a) or Section 6.7(b), as Purchaserapplicable (the “Accessed Party”), Sellersdetermines, based on the Company advice of counsel, that (x) it is prohibited from disclosing such document or information pursuant to applicable Law or the Related Subsidiaries are actively contesting terms of any Contract or defending against any Action, hearing, investigation, charge, complaint, claim, confidentiality agreement with a third party; provided that the Accessed Party shall be required to have first used reasonable best efforts to have obtained consent of the relevant third party or demand in connection with any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, (y) such document or transaction on or prior information is subject to the Closing Date involving attorney-client or other legal privilege, but only if permitting such access or making available such document or information would jeopardize the Company or the Business, each protection of the other parties shall cooperate with it and its counsel in the defense or contest, make available their personnel, and provide such testimony and access to their books and records as shall be necessary or reasonably requested in connection with the defense or contest, all at the sole cost and expense of the contesting or defending partyprivilege.

Records and Documents. (a) For a period of seven six (7) years after the Closing Date or such other longer period as required by applicable Law, Purchaser shall and shall cause the Company to preserve and retain, all corporate, accounting, Tax, legal, auditing, human resources and other books and records of the Company (including (i) any documents relating to any governmental or non-governmental claims, actions, suits, proceedings or investigations and (ii) all Tax returns, schedules, work papers and other material records or other documents relating to Taxes) relating to the conduct of the business and operations of the Company prior to the Closing Date and to the extent in the possession of the Company at Closing. Notwithstanding the foregoing, during such seven (7)-year period, Purchaser may dispose of any such books and records which are offered to, but not accepted by, the Sellers. Notwithstanding any other provisions hereof, the obligations of Purchaser and the Company contained in this Section 5.9 shall be binding upon the successors and assigns of Purchaser and the Company. (b) For a period of seven (76) years after the Closing, subject to applicable LawSeller and Purchaser agree that each of them shall provide the other party, at Purchasersuch other party’s request, Sellers will, request and will cause the Related Subsidiaries to, provide, at Purchaser’s expense, Purchaser and its authorized Representatives with reasonable access to (or copies thereof) and the right to make copies of those records and documents that exist as of the Closing Date solely to the extent related to the Business or to the Company and its operation for periods prior to ClosingPurchased Assets, the possession of which is retained by Sellers or the Related Subsidiariesthem, as may be necessary reasonably requested by Seller or useful Purchaser in connection with, among other things, any Actions by or against, or Tax audits against or governmental investigations of Seller or Purchaser or any of their Affiliates or in order to enable Seller or Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby or for other legitimate business purposes with respect to the conduct of Purchased Assets; provided, however, that the Business (including the Company’s business) after the Closing, foregoing shall not require Seller or Purchaser to provide any such access or disclose any information (i) to the extent necessary the provision of such access or such disclosure would contravene Applicable Law, or would result in a breach of a confidentiality or nondisclosure agreement, or would reasonably be expected to permit Purchaser to comply with its financial reportingresult in the loss of an attorney-client privilege held by Seller or Purchaser, tax reporting, accounting in each case provided that the party withholding any information notifies the other in writing generally describing the withheld information and the reasons therefor) or auditing obligations with respect to the Business and (ii) if Seller and Purchaser are adverse parties in connection with any Action related legal proceeding and such information or assistance is reasonably pertinent thereto. If during such period Seller elects to either the Purchased Assets dispose of such records and Assumed Liabilities or the conduct of the Business documents, Seller shall give Purchaser sixty (other than any Action in which Seller or any Related Subsidiary is an adverse party to Purchaser or any of its Affiliates). Notwithstanding the foregoing60) days’ prior written notice, during which period Purchaser shall have the right to take such seven (7)-year period, Sellers may records and documents without further consideration. If during such period Purchaser elects to dispose of any such books records and documents, Purchaser shall give Seller sixty (60) days’ prior written notice, during which period Purchaser shall have the right to take such records which are offered to, but not accepted by, the Purchaserand documents without further consideration. (c) In the event and for so long as Purchaser, Sellers, the Company or the Related Subsidiaries are actively contesting or defending against any Action, hearing, investigation, charge, complaint, claim, or demand in connection with any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company or the Business, each of the other parties shall cooperate with it and its counsel in the defense or contest, make available their personnel, and provide such testimony and access to their books and records as shall be necessary or reasonably requested in connection with the defense or contest, all at the sole cost and expense of the contesting or defending party.

Records and Documents. (a) For a period Seller and Purchaser agree that each of seven (7) years after them shall provide the Closing Date or other party, at such other longer period as required by applicable Law, Purchaser shall party’s request and shall cause the Company to preserve and retain, all corporate, accounting, Tax, legal, auditing, human resources and other books and records of the Company (including (i) any documents relating to any governmental or non-governmental claims, actions, suits, proceedings or investigations and (ii) all Tax returns, schedules, work papers and other material records or other documents relating to Taxes) relating to the conduct of the business and operations of the Company prior to the Closing Date and to the extent in the possession of the Company at Closing. Notwithstanding the foregoing, during such seven (7)-year period, Purchaser may dispose of any such books and records which are offered to, but not accepted by, the Sellers. Notwithstanding any other provisions hereof, the obligations of Purchaser and the Company contained in this Section 5.9 shall be binding upon the successors and assigns of Purchaser and the Company. (b) For a period of seven (7) years after the Closing, subject to applicable Law, at Purchaser’s request, Sellers will, and will cause the Related Subsidiaries to, provide, at Purchaser’s expense, Purchaser and its authorized Representatives with reasonable access to (or copies thereof) and the right to make copies of those records and documents that exist as of the Closing solely to the extent related to the Business or to the Company and its operation for periods prior to ClosingPurchased Assets, the possession of which is retained by Sellers or the Related Subsidiariesthem, as may be necessary reasonably requested by Seller or useful Purchaser in connection with, among other things, any Actions by or against, or Tax audits against or governmental investigations of Seller or Purchaser or any of their Affiliates or in order to enable Seller or Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby or for other legitimate business purposes with respect to the conduct of Purchased Assets; provided, however, that the Business (including the Company’s business) after the Closing, foregoing shall not require Seller or Purchaser to provide any such access or disclose any information (i) to the extent necessary the provision of such access or such disclosure would contravene Applicable Law, or would result in a breach of a confidentiality or nondisclosure agreement, or would reasonably be expected to permit Purchaser to comply with its financial reportingresult in the loss of an attorney-client privilege held by Seller or Purchaser, tax reporting, accounting in each case provided that the party withholding any information notifies the other in writing generally describing the withheld information and the reasons therefor) or auditing obligations with respect to the Business and (ii) if Seller and Purchaser are adverse parties in connection with any Action related legal proceeding and such information or assistance is reasonably pertinent thereto. If during such period Seller elects to either the Purchased Assets dispose of such records and Assumed Liabilities or the conduct of the Business documents, Seller shall give Purchaser sixty (other than any Action in which Seller or any Related Subsidiary is an adverse party to Purchaser or any of its Affiliates). Notwithstanding the foregoing60) days’ prior written notice, during which period Purchaser shall have the right to take such seven (7)-year period, Sellers may records and documents without further consideration. If during such period Purchaser elects to dispose of any such books records and documents, Purchaser shall give Seller sixty (60) days’ prior written notice, during which period Purchaser shall have the right to take such records which are offered to, but not accepted by, the Purchaserand documents without further consideration. (c) In the event and for so long as Purchaser, Sellers, the Company or the Related Subsidiaries are actively contesting or defending against any Action, hearing, investigation, charge, complaint, claim, or demand in connection with any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company or the Business, each of the other parties shall cooperate with it and its counsel in the defense or contest, make available their personnel, and provide such testimony and access to their books and records as shall be necessary or reasonably requested in connection with the defense or contest, all at the sole cost and expense of the contesting or defending party.

Records and Documents. (a) For a period of seven (7) years after At the Closing Date or such other longer period as required by applicable LawClosing, Purchaser shall and shall cause the Company to preserve and retain, Seller Parent will deliver all corporate, accounting, Tax, legal, auditing, human resources and other books and records of the Company Acquired Companies that are in Seller Parent’s possession to Purchaser and, promptly after Closing, Seller Parent will deliver to Purchaser (including at no cost to Purchaser, except as expressly contemplated under the Transition Service Agreement) any other books and records that are in Seller Parent’s possession to the extent related to the EIS Business; provided, that (i) Seller Parent will be permitted to redact from such books and records any documents relating information not related to any governmental or non-governmental claims, actions, suits, proceedings or investigations the EIS Business; and (ii) all Tax returns, schedules, work papers and other material records or other documents relating to Taxes) relating to the conduct of the business and operations of the Company prior to the Closing Date and to the extent in the possession of the Company at Closing. Notwithstanding the foregoing, during such seven (7)-year period, Purchaser Seller Parent may dispose retain copies of any such books and records which are offered to, but not accepted by, that relate to Seller Group’s retained businesses or to the Sellers. Notwithstanding extent necessary to comply with applicable Law or any other provisions member of Seller Group’s document retention policies in effect as of the date hereof, or to the obligations of Purchaser and the Company contained in this Section 5.9 shall be binding upon the successors and assigns of Purchaser and the Companyextent necessary for performance by Seller Group under any Transaction Document. (b) For a period of seven six (76) years after the Closing, subject each party will retain all of the books and records (including personnel files) relating to applicable Law, at Purchaser’s request, Sellers the EIS Business relating to periods prior to the Closing. Each party will, and will cause the Related its Subsidiaries (as applicable) to, provide, at Purchaserthe other party’s expense, Purchaser provide the other party and its authorized Representatives with reasonable access to and the right to make copies of those records and documents related to the Business or to the Company and its operation for periods prior to Closing, the possession of which is retained by Sellers or the Related Subsidiaries, as may be necessary or useful in connection with the conduct of the Business (including the Company’s business) after the Closing, (i) to the extent necessary to permit Purchaser to comply with its financial reporting, tax reporting, accounting or auditing obligations with respect to the Business and (ii) in connection with any Action related to either the Purchased Assets and Assumed Liabilities or the conduct of the Business (other than any Action in which Seller or any Related Subsidiary is an adverse party to Purchaser or any of its Affiliates). Notwithstanding the foregoing, during such seven (7)-year period, Sellers may dispose of any such books and records which are offered tosolely to the extent relating to the periods prior to the Closing; provided, but that Seller Parent will be permitted to redact from such books and records any information not accepted byrelated to the EIS Business. The party accessing such books and records shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 5.7(b). If either party shall desire to dispose of any of such books and records prior to the expiration of such six-year period, such party shall, prior to such disposition, give the Purchaserother party a reasonable opportunity, at such other party’s expense, to segregate and remove such books and records as such other party may select; provided, that Seller Parent will be permitted to redact from such books and records any information not related to the EIS Business. (c) In Notwithstanding anything to the event and for so long as Purchasercontrary herein, Sellersneither party nor any of their respective Subsidiaries will have any obligation to make available to the other party or such other party’s Representatives, the Company (i) any consolidated, combined or the Related Subsidiaries are actively contesting unitary Tax Return filed by a party or defending against any Action, hearing, investigation, charge, complaint, claimits predecessor, or demand in connection with any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to actrelated material, or transaction on or prior any other information related to Taxes that does not exclusively relate to the Closing Date involving the Company Purchased Assets or the Business, each of the other parties shall cooperate with it and its counsel in the defense (ii) any information if making such information available would (1) jeopardize any attorney-client privilege or contest, make available their personnel, and provide such testimony and access to their books and records as shall be necessary (2) contravene any applicable Law or reasonably requested in connection with the defense or contest, all at the sole cost and expense of the contesting or defending partyfiduciary duty.

Records and Documents. (a) For a period of seven (7) years after Following the Initial Closing Date or such other longer period as required by applicable LawDate, Purchaser the Seller shall and shall cause the Company to preserve and retain, all corporate, accounting, Tax, legal, auditing, human resources and other books and records of the Company (including (i) any documents relating to any governmental or non-governmental claims, actions, suits, proceedings or investigations and (ii) all Tax returns, schedules, work papers and other material records or other documents relating to Taxes) relating grant to the conduct of the business and operations of the Company prior to the Closing Date and to the extent in the possession of the Company at Closing. Notwithstanding the foregoing, during such seven (7)-year period, Purchaser may dispose of any such books and records which are offered to, but not accepted by, the Sellers. Notwithstanding any other provisions hereof, the obligations of Purchaser and the Company contained in this Section 5.9 shall be binding upon the successors and assigns of Purchaser and the Company. (b) For a period of seven (7) years after the Closing, subject to applicable Law, at Purchaser’s request, Sellers will, and will cause the Related Subsidiaries to, provide, at Purchaser’s expense, Purchaser and its authorized Representatives with Representatives, at the Purchaser’s reasonable request (subject to any limitations that are reasonably required to preserve any applicable privilege or Third Party confidentiality obligation), reasonable access to through and under the supervision of an Authorized Seller Representative during normal business hours and under reasonable circumstances to, and the right to make copies of at the Purchaser’s sole expense of, those records and documents in the Seller’s possession related to the Business Business, the Acquired Companies, the Acquired Assets or the Assumed Liabilities, including all records relating to the Company performance of the services and its operation for periods prior to Closing, related charges under the possession of which is retained by Sellers or the Related SubsidiariesTransition Services Agreement, as may be reasonably necessary or useful in connection with for the conduct Purchaser’s operation of the Business after each applicable Closing. Following the Initial Closing Date, the Purchaser shall grant to the Seller and its Representatives, at the Seller’s reasonable request (including subject to any limitations that are reasonably required to preserve any applicable privilege or Third Party confidentiality obligation), reasonable access through and under the Companysupervision of Purchaser’s businesspersonnel during normal business hours and under reasonable circumstances to, and the right to make copies at the Seller’s sole expense of, those records and documents covering any period prior to each applicable Closing related to the Business, the Acquired Companies or the Acquired Assets as may be reasonably necessary for litigation, preparation of financial statements, Tax Returns and Tax Contests or other valid business purposes. If the Purchaser elects to dispose of any of such records within six (6) years after the ClosingInitial Closing Date, the Purchaser shall first give the Seller sixty (i60) days’ written notice, during which period the Seller shall have the right to take such records without payment of consideration. If so requested by either the extent necessary to permit Seller or the Purchaser, the other party shall enter into a customary joint defense agreement with the Seller or the Purchaser to comply with its financial reporting, tax reporting, accounting or auditing obligations with respect to any information to be provided to such party pursuant to this Section 10.3. All rights of access to information and documents granted under this Section 10.3 are subject to restrictions on access to classified facilities and information imposed by Governmental Entities. Each party agrees that any investigation undertaken pursuant to the Business and (ii) access granted under this Section 10.3 shall be conducted in connection such a manner as not to unreasonably interfere with any Action related to either the Purchased Assets and Assumed Liabilities or the conduct operation of the Business (other than any Action party’s business. Notwithstanding anything to the contrary in which Seller or any Related Subsidiary is an adverse this Agreement, neither party to Purchaser or nor any of its Affiliates). Notwithstanding the foregoing, during such seven (7)-year period, Sellers may dispose of any such books and records which are offered to, but not accepted by, the Purchaser. (c) In the event and for so long as Purchaser, Sellers, the Company or the Related Subsidiaries are actively contesting or defending against any Action, hearing, investigation, charge, complaint, claim, or demand in connection with any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure respective Affiliates shall be required to act, or transaction on or prior to the Closing Date involving the Company or the Business, each of the other parties shall cooperate with it and its counsel in the defense or contest, make available their personnel, and provide such testimony and access to their books and records as shall be necessary or reasonably requested in connection with the defense disclose information where such access or contest, all at the sole cost and expense of the contesting disclosure would jeopardize attorney-client privilege or defending partycontravene any Laws or Orders.