Common use of Access to Information; Cooperation Clause in Contracts

Access to Information; Cooperation. (a) Buyer shall afford to Seller and its authorized accountants, counsel and other designated representatives, reasonable access (and including using reasonable efforts to give access to persons or firms possessing information) and duplicating rights during normal business hours to allow records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) within the possession or control of Buyer or its affiliates insofar as such access is reasonably required by Seller. Information may be requested under this Section 4.1(a), for, without limitation, audit, accounting, claims, litigation and tax purposes, as well as for purposes of fulfilling disclosure and reporting obligations and performing this Agreement and the transactions contemplated hereby. No files, books or records relating to the Assets, the Business or the Liabilities existing on the date hereof shall be destroyed by Buyer after the date hereof but prior to the expiration of any period during which such files, books or records are required to be maintained and preserved by applicable law without giving Seller at least 30 days’ prior written notice, during which ▇▇▇▇ ▇▇▇▇▇▇ shall have the right to examine and to remove any such files, books and records prior to their destruction. (b) Buyer and his respective affiliates, employees and agents shall each hold in strict confidence all Information concerning the Seller in their possession or furnished by the Seller or Seller’s representative pursuant to this Agreement with the same degree of care as Buyer utilizes as to Buyer’s own confidential information, which shall be no less than a reasonable degree of care (except to the extent that such Information is in the public domain through no fault of Seller), and Buyer shall not release or disclose such Information to any other person, except Buyer’s auditors, attorneys, financial advisors, bankers, other consultants and advisors or persons under a substantially similar obligation of confidentiality (it be understood that Buyer shall be responsible for a breach of the confidentiality obligations in this Section 4.1(b) as if any such person were party hereto), unless compelled to disclose such Information by judicial or administrative process or, as advised by its counsel, by other requirements of law (in connection with which Buyer shall use its best efforts to obtain confidential treatment, and otherwise to minimize any disclosure, thereof. (c) Buyer shall use his best efforts to forward promptly to the Seller all notices, claims, correspondence and other materials which are received and determined to pertain to the Seller.

Access to Information; Cooperation. (a) Between the date hereof and the Closing, Seller shall provide, and cause its Subsidiaries to provide, to Buyer shall afford to Seller and its authorized accountants, counsel and other designated representatives, reasonable access (and including using reasonable efforts to give access to persons or firms possessing information) and duplicating rights during normal business hours and upon reasonable prior notice from Buyer, under the supervision of Seller’s personnel and at Buyer’s expense, reasonable access to allow records(i) the books and records of Seller relating exclusively to the Transferred Assets, booksthe Assumed Liabilities and/or the Business in order to conduct a review of the Transferred Assets, contractsthe Assumed Liabilities and the Business and (ii) the Leased Real Property and personnel of Seller for transition and integration planning; provided, instrumentshowever, computer data that in no event shall Seller be under any duty to furnish Competitively Sensitive Information; and provided, further, that Seller will not make personnel records (including social security numbers) available for inspection or copying. Further, Buyer shall use reasonable efforts to avoid undue disruption of the Business. (b) Subject to the deletion of emails in the ordinary course of business, Buyer shall maintain for six years after the Closing Date all of the books and records pertaining to the Transferred Assets and the Assumed Liabilities, as in existence immediately before the Closing, which are in its possession immediately after the Closing. After the Closing, subject to Section 5.03, Buyer shall provide Seller and its representatives, during normal business hours and upon reasonable notice from Seller, under the supervision of Buyer’s personnel and at Seller’s expense, with reasonable access to such books and records and with the ability to make and retain copies of such books and records solely for the following purposes (the “Permitted Purposes”): (i) to comply with reporting, disclosure, filing or other data and information requirements imposed on the Receiving Party (collectivelyincluding under applicable securities laws) by a Governmental Authority having jurisdiction over the Receiving Party, “Information”(ii) within the possession for use in any other judicial, regulatory, administrative or control of Buyer other proceeding or its affiliates insofar as such access is reasonably required by Seller. Information may be requested under this Section 4.1(a), for, without limitationin order to satisfy Tax, audit, accounting, claimsLegal Action, litigation and tax purposesregulatory or other similar requirements, as well as for purposes of fulfilling disclosure and reporting (iii) to comply with its obligations and performing under this Agreement or (iv) disputes with customers, suppliers, vendors or other commercial relationships. (c) Following the Closing, each Party (the “Possessing Party”) will afford the other Party (the “Receiving Party”), its counsel, its accountants and the transactions contemplated hereby. No filesits other representatives, books or records during normal business hours, reasonable access to information relating to the AssetsBusiness, the Business or Transferred Assets and the Assumed Liabilities existing on in the date hereof shall be destroyed by Buyer after the date hereof but prior Possessing Party’s possession and, to the expiration of any period during which such filesextent reasonably requested, books or records are required to be maintained will provide copies and preserved by applicable law without giving Seller at least 30 days’ prior written noticeextracts therefrom, during which ▇▇▇▇ ▇▇▇▇▇▇ shall have the right to examine and to remove any such files, books and records prior to their destruction. (b) Buyer and his respective affiliates, employees and agents shall each hold in strict confidence all Information concerning the Seller in their possession or furnished by the Seller or Seller’s representative pursuant to this Agreement with the same degree of care as Buyer utilizes as to Buyer’s own confidential information, which shall be no less than a reasonable degree of care (except to the extent that such Information is in access may be reasonably required by the public domain through no fault of Seller), and Buyer shall not release or disclose such Information to any other person, except Buyer’s auditors, attorneys, financial advisors, bankers, other consultants and advisors or persons under a substantially similar obligation of confidentiality (it be understood that Buyer shall be responsible for a breach of the confidentiality obligations in this Section 4.1(b) as if any such person were party hereto), unless compelled to disclose such Information by judicial or administrative process or, as advised by its counsel, by other requirements of law (Receiving Party in connection with which Buyer compliance with the requirements of any Governmental Authority or in connection with any other Permitted Purpose. Following the Closing, each Party shall use provide such assistance and cooperation as the other Party or its best counsel may reasonably request in connection with any claims or Legal Actions relating to the Business, the Transferred Assets or the Assumed Liabilities (including using its reasonable commercial efforts to obtain confidential treatmentmake available to the other Party, upon written request, the former (to the extent practicable), current and future officers, employees, other personnel and agents of such Party as witnesses and any books, records or other documents within its control or which it otherwise has the ability to minimize any disclosuremake available, thereofother than materials covered by the attorney-client privilege), provided that such duty to assist and cooperate shall be at the cost of the Party making such request. (cd) Buyer No Party shall use his best efforts be required to forward promptly provide access to or disclose information pursuant to this Section 5.02 where such access or disclosure would violate any Law or agreement, or waive any attorney-client or other similar privilege, and each Party may redact information regarding itself or its Affiliates or otherwise not relating to the other Party and its Affiliates, and, in the event such provision of information could reasonably be expected to violate any Applicable Law or agreement or waive any attorney-client or other similar privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (e) Any information owned by a Possessing Party that is provided to a Receiving Party pursuant to this Section 5.02 shall be deemed to remain the property of the Possessing Party. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such information. No information or knowledge obtained by the Buyer Parties or their representatives (including counsel and accountants) pursuant to this Section 5.02 will affect or be deemed to modify any representation or warranty made by Seller all notices, claims, correspondence and other materials which are received and determined to pertain to the Sellerherein.

Access to Information; Cooperation. (a) From the date hereof until the Closing Date (or, if earlier, the termination of this Agreement), and subject to Applicable Law and the Confidentiality Agreement, Seller will (i) give Buyer, its counsel and other authorized Representatives (including the Financing Sources and any other potential financing sources) full access to the properties, books and records of the Purchased Subsidiaries, (ii) furnish to Buyer, its counsel and other authorized Representatives (including the Financing Sources and any other potential financing sources) such financial and operating data and other information relating to the Purchased Subsidiaries as such Persons may reasonably request, (iii) instruct the employees, independent accountants, counsel and financial advisors of Seller to fully cooperate with Buyer in its investigation of the Purchased Subsidiaries and (iv) no later than the Closing Date, provide to Buyer copies of all material environmental compliance audits conducted since January 29, 2013 that are in the possession or under the control of the Seller and relating to the Real Property. Notwithstanding the foregoing, from the date hereof until the Closing Date, Buyer and its agents shall not (A) conduct or cause to be conducted, without Seller’s prior written consent, any invasive, intrusive or destructive inspections or other sampling or testing of the properties of the Purchased Subsidiaries, including of the air, soil, soil gas, surface water, groundwater, building materials or other environmental media thereon, (B) have access to any information to the extent relating to any Retained Business or (C) have access to any Seller Tax Records. (b) From the date hereof until the seven year anniversary of the Closing Date, upon reasonable request, Buyer will afford promptly to Seller and its authorized accountants, counsel and other designated representatives, Representatives reasonable access (and including using reasonable efforts to give access to persons or firms possessing information) and duplicating rights during normal business hours to allow recordsits properties, books, contractsrecords, instrumentsemployees and auditors (i) to the extent requested to permit Seller to prepare the Closing Statement, computer data and other data (ii) to the extent requested to permit Seller or any of its Affiliates to comply with their financial reporting, accounting or auditing obligations with respect to any period ending before the Closing Date, (iii) in connection with any Action related to the conduct or ownership of the Purchased Subsidiaries for which Seller or such Affiliate has retained any liability under this Agreement and information (collectively, “Information”iv) within otherwise to the possession or control of Buyer or its affiliates insofar as such access is extent reasonably required by Seller. Information may be requested under this Section 4.1(a), for, without limitation, audit, accounting, claims, litigation and tax purposes, as well as for purposes of fulfilling disclosure and reporting obligations and performing this Agreement and the transactions contemplated hereby. No files, books or records relating to the Assets, the Business or the Liabilities existing on the date hereof shall be destroyed by Buyer after the date hereof but prior to the expiration of any period during which such files, books or records are required to be maintained and preserved by applicable law without giving Seller at least 30 days’ prior written notice, during which ▇▇▇▇ ▇▇▇▇▇▇ shall have the right to examine and to remove any such files, books and records prior to their destruction. (b) Buyer and his respective affiliates, employees and agents shall each hold in strict confidence all Information concerning the Seller in their possession or furnished by the Seller or Seller’s representative pursuant to this Agreement with the same degree of care as Buyer utilizes as to Buyer’s own confidential information, which shall be no less than a reasonable degree of care (except to the extent that such Information is in the public domain through no fault of Seller), and Buyer shall not release or disclose such Information to any other person, except Buyer’s auditors, attorneys, financial advisors, bankers, other consultants and advisors or persons under a substantially similar obligation of confidentiality (it be understood that Buyer shall be responsible for a breach of the confidentiality obligations in this Section 4.1(b) as if any such person were party hereto), unless compelled to disclose such Information by judicial or administrative process or, as advised by its counsel, by other requirements of law (in connection with which Buyer shall use its best efforts to obtain confidential treatment, and otherwise to minimize any disclosure, thereof. (c) Any access granted to either party or its Representatives pursuant to this ‎ ‎Section 7.07 shall be (x) conducted in such manner as not to interfere unreasonably with the conduct of the business of the party granting such access and (y) subject to compliance by the Person receiving such access with the Seller’s facility entry policies and procedures. The party to whom such access or other cooperation is granted pursuant to this ‎‎Section 7.07 shall bear all of the out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits (other than administrative overhead directly attributable to requests for access made by or on behalf of Buyer (e.g., overtime))) reasonably incurred by the other party or its Representatives in connection therewith. (d) Notwithstanding anything to the contrary contained herein, nothing in this ‎ ‎Section 7.07 shall require (A) Seller or Buyer, as applicable, to provide the other party or its Representatives with access to (i) personnel records of employees relating to individual performance or evaluation records, medical histories or other information which, in the disclosing party’s good faith opinion, is sensitive or the disclosure of which could subject such party or its Affiliates to risk of liability or violation of any data privacy laws or (ii) information the disclosure of which, in the disclosing party’s good faith opinion (x) would conflict with confidentiality obligations to which such party or any of its Affiliates is bound or (y) would reasonably be expected to result in the forfeiture or waiver of any attorney-client or similar privilege; provided that, in the case of this clause (y), the disclosing party shall use his reasonable best efforts to forward promptly provide the other party, to the Seller all noticesextent possible, claims, correspondence and other materials which are received and determined to pertain with access to the relevant information in a manner that would not reasonably be expected to result in the forfeiture or waiver of any such attorney-client or similar privilege, (B) either party’s independent accountants to make available to the other party or its Representatives any work papers unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants or (C) Seller to provide any cost or pricing information for any of Seller’s products that compete directly with Buyer’s products; provided, however, that Seller shall provide any such competitively sensitive cost or pricing information referred to in the foregoing clause (C) to Buyer pursuant to the terms of that certain Clean Team Agreement, dated as of August 21, 2015, by and between Buyer and Seller.

Access to Information; Cooperation. (a) Buyer For a period of five years after the Closing Date, the Purchaser and Target Group Members shall afford to grant the Sellers’ Representative, on behalf of the Seller Parties, and its authorized accountantsher Representatives, counsel at the Sellers’ Representative’s sole expense and other designated representativesreasonable request, reasonable access (and including using reasonable efforts to give access to persons or firms possessing information) and duplicating rights during normal business hours and under reasonable circumstances to, and the right to allow records, books, contracts, instruments, computer data and other data and information make copies of (collectively, “Information”) within the possession or control of Buyer or at its affiliates insofar as such access is reasonably required by Seller. Information may be requested under this Section 4.1(asole expense), for, without limitation, audit, accounting, claims, litigation those records and tax purposes, as well as for purposes of fulfilling disclosure and reporting obligations and performing this Agreement and the transactions contemplated hereby. No files, books or records relating to the Assets, the Business or the Liabilities existing on the date hereof shall be destroyed by Buyer after the date hereof but documents covering any period prior to the expiration Closing related to the Target Group that are in the Purchaser’s possession or control, as may be reasonably necessary for litigation, tax contests, preparation of financial statements, and Tax Returns and audits; provided, however, that such access shall not unreasonably interfere with the business and operations of the Target Group and subject to compliance with applicable Law. If the Purchaser elects to dispose of any period during which of such files, books records within five years after the Closing Date (or records are longer if required to be maintained and preserved by applicable law without giving Seller at least 30 daysLaw), the Purchaser shall first give the Sellers’ prior Representative sixty days written notice, during which ▇▇▇▇ ▇▇▇▇▇▇ period the Sellers’ Representative shall have the right to examine take such records at the Sellers’ sole expense, but without payment of consideration. Notwithstanding anything to the contrary herein, (a) this provision shall not require the Purchaser or the Target Group to permit any access, or to disclose any information, that in the reasonable judgment of the Purchaser would reasonably be expected to result in (i) the disclosure of any trade secrets of third parties or a violation of any of its obligations with respect to confidentiality, (ii) the loss of attorney-client privilege with respect to such information or (iii) a Governmental Authority alleging that providing such information violates antitrust Law, and to remove any such files, books and records prior to their destruction. (b) Buyer the Target Group shall not be required to furnish or otherwise make available competitively sensitive information relating to areas of the Target Group’s businesses in which any Seller Party competes against the Target Group; provided that, the Purchaser shall provide notice of any information so withheld and his respective affiliates(A) reasonably cooperate with the Purchaser in good faith to develop substitute arrangements that would not reasonably be expected to result in the loss of privilege or violate such obligation or Law, employees and agents shall each hold in strict confidence all Information concerning (B) reasonably cooperate with the Seller in their possession or furnished by the Seller or Seller’s representative pursuant Representative in good faith to this Agreement with enter into appropriate and customary joint defense or similar arrangements so that the same degree of care as Buyer utilizes as Sellers’ Representative and its Representatives may have reasonable access to Buyer’s own confidential information, which shall be no less than a such information and (C) use commercially reasonable degree of care (except to the extent that such Information is in the public domain through no fault of Seller), and Buyer shall not release or disclose such Information to any other person, except Buyer’s auditors, attorneys, financial advisors, bankers, other consultants and advisors or persons under a substantially similar obligation of confidentiality (it be understood that Buyer shall be responsible for a breach of the confidentiality obligations in this Section 4.1(b) as if any such person were party hereto), unless compelled to disclose such Information by judicial or administrative process or, as advised by its counsel, by other requirements of law (in connection with which Buyer shall use its best efforts to obtain confidential treatment, and otherwise to minimize any disclosure, thereof. (c) Buyer shall use his best efforts to forward promptly necessary consent or waiver of the counterparty to the Seller all noticesContract prohibiting such access or furnishing of such information, claims, correspondence and other materials which are received and determined to pertain to the Sellerin each case as applicable.

Access to Information; Cooperation. (a) Between the date hereof and the Closing, Seller shall provide to Buyer shall afford to Seller and its authorized accountants, counsel and other designated representatives, reasonable access (and including using reasonable efforts to give access to persons or firms possessing information) and duplicating rights during normal business hours and upon reasonable prior notice from Buyer, under the supervision of Seller’s personnel and at Buyer’s expense, reasonable access to allow records, books, contracts, instruments, computer data the books and other data and information (collectively, “Information”) within the possession or control records of Buyer or Seller and/or its affiliates insofar as such access is reasonably required by Seller. Information may be requested under this Section 4.1(a), forSubsidiaries including, without limitation, auditall manufacturing and quality control records, accountingservice and warranty records, claimssales records and order records, litigation and tax purposes, as well as for purposes in any case that relate exclusively to the Transferred Assets and/or the Business in order to conduct a review of fulfilling disclosure and reporting obligations and performing this Agreement the Transferred Assets and the transactions contemplated hereby. No filesBusiness; provided, books however, that in no event shall Seller or records relating its Subsidiaries be under any duty to the Assets, the Business furnish information in contravention of Applicable Law or the Liabilities existing on the date hereof shall be destroyed by Buyer after the date hereof but prior to the expiration in violation of any period during Contract by which such filesSeller or its Subsidiaries are bound as determined in good faith by Seller in its sole discretion; and provided, books further, that neither Seller nor its Subsidiaries will make personnel records (including social security numbers) available for inspection or records are required copying. Further, Buyer shall use reasonable efforts to be maintained and preserved by applicable law without giving Seller at least 30 days’ prior written notice, during which ▇▇▇▇ ▇▇▇▇▇▇ shall have avoid undue disruption of the right to examine and to remove any such files, books and records prior to their destructionBusiness. (b) Buyer shall maintain for six years after the Closing Date all of the books and his respective affiliatesrecords pertaining to the Business, employees the Transferred Assets and agents the Assumed Liabilities, as in existence before the Closing, which are in its possession. After the Closing, Buyer shall each hold in strict confidence all Information concerning provide Seller and its representatives, during normal business hours and upon reasonable notice from Seller, under the Seller in their possession or furnished by the Seller or supervision of Buyer’s personnel and at Seller’s representative pursuant expense, with reasonable access to this Agreement such books and records and with the ability to make and retain copies of such books and records. If, at any time after the sixth anniversary of the Closing Date Buyer proposes to dispose of any of such books and records, Buyer shall first offer to deliver the same degree to Seller at the expense of care as Buyer utilizes as Seller. (c) Following the Closing, each Party (the “Possessing Party”) will afford the other Party (the “Receiving Party”), its counsel and its accountants, during normal business hours, reasonable access to Buyerinformation exclusively relating to the Business and the Transferred Assets in the Possessing Party’s own confidential informationpossession and, which shall be no less than a reasonable degree of care (except to the extent reasonably requested, will provide copies and extracts therefrom, all to the extent that such Information is in access may be reasonably required by the public domain through no fault of Seller), and Buyer shall not release or disclose such Information to any other person, except Buyer’s auditors, attorneys, financial advisors, bankers, other consultants and advisors or persons under a substantially similar obligation of confidentiality (it be understood that Buyer shall be responsible for a breach of the confidentiality obligations in this Section 4.1(b) as if any such person were party hereto), unless compelled to disclose such Information by judicial or administrative process or, as advised by its counsel, by other requirements of law (Receiving Party in connection with which Buyer compliance with the requirements of any Governmental Authority. Following the Closing, each Party shall use provide such assistance and cooperation as the other Party or its best efforts to obtain confidential treatment, and otherwise to minimize counsel may reasonably request in connection with any disclosure, thereof. (c) Buyer shall use his best efforts to forward promptly claims or Legal Actions relating to the Seller all noticesBusiness or the Transferred Assets, claims, correspondence provided that such duty to assist and other materials which are received and determined to pertain to cooperate shall be at the Sellercost of the Party making such request.

Access to Information; Cooperation. (a) From the date hereof until the Closing Date (or, if earlier, the termination of this Agreement), and subject to Applicable Law and the Confidentiality Agreement, Seller will (i) give Buyer, its counsel and other authorized Representatives reasonable access to the properties, books and records of the Business, (ii) furnish to Buyer, its counsel and other authorized Representatives such financial and operating data and other information relating to the Business as such Persons may reasonably request and (iii) instruct the employees, independent accountants, counsel and financial advisors of Seller to cooperate with Buyer in its investigation of the Business. Notwithstanding the foregoing, Buyer and its agents shall not have access (A) to any properties of Seller or its Affiliates, including the Purchased Assets and the Real Property, for purposes of conducting any sampling or other invasive investigation, including of the air, soil, soil gas, surface water, groundwater, building materials or other environmental media and (B) to any information to the extent primarily relating to any Retained Business. (b) From and after the Closing Date, and subject to Applicable Law, upon request, Buyer will afford promptly to Seller and its authorized accountants, counsel and other designated representatives, Representatives reasonable access (and including using reasonable efforts to give access to persons or firms possessing information) and duplicating rights during normal business hours to allow recordsits properties, books, contractsrecords, instruments, computer data employees and other data and information auditors (collectively, “Information”i) within the possession or control of Buyer or its affiliates insofar as such access is reasonably required by Seller. Information may be requested under this Section 4.1(a), for, without limitation, audit, accounting, claims, litigation and tax purposes, as well as for purposes of fulfilling disclosure and reporting obligations and performing this Agreement and the transactions contemplated hereby. No files, books or records relating to the Assetsextent necessary to permit Seller to prepare the Closing Statement, (ii) to the extent necessary to permit Seller or any of its Affiliates to comply with their financial reporting, accounting or auditing obligations with respect to any period ending before the Closing Date with respect to the Business or the Excluded Assets or Excluded Liabilities, (iii) in connection with any Action related to either the Excluded Assets and Excluded Liabilities existing on or the date hereof shall be destroyed by Buyer after conduct of the date hereof but Business or the ownership of the Purchased Assets prior to the expiration of any period during Closing for which such files, books or records are required to be maintained and preserved by applicable law without giving Seller at least 30 days’ prior written notice, during which ▇▇▇▇ ▇▇▇▇▇▇ shall have the right to examine and to remove any such files, books and records prior to their destruction. (b) Buyer and his respective affiliates, employees and agents shall each hold in strict confidence all Information concerning the Seller in their possession or furnished by the Seller or Seller’s representative pursuant to such Affiliate has retained liability under this Agreement with the same degree of care as Buyer utilizes as to Buyer’s own confidential information, which shall be no less than a reasonable degree of care and (except iv) otherwise to the extent that Seller, in requesting such Information is access, reasonably deems such access necessary or desirable in the public domain through no fault of Seller), order to determine any matter relating to its rights and Buyer shall not release obligations hereunder or disclose such Information to any other person, except Buyer’s auditors, attorneys, financial advisors, bankers, other consultants and advisors or persons under a substantially similar obligation of confidentiality (it be understood that Buyer shall be responsible for a breach of the confidentiality obligations in this Section 4.1(b) as if any such person were party hereto), unless compelled to disclose such Information by judicial or administrative process or, as advised by its counsel, by other requirements of law (otherwise in connection with which Buyer shall use its best efforts to obtain confidential treatmenttax, and otherwise to minimize any disclosureregulatory, thereoflitigation, contractual or other legitimate matters. (c) From and after the Closing Date, and subject to Applicable Law, upon request, Seller will give to Buyer and its authorized Representatives reasonable access to its properties, books, records, employees and auditors (i) to the extent necessary to permit Buyer to review the Closing Statement and the calculations therein, (ii) to the extent necessary to permit Buyer or any of its Affiliates to comply with their financial reporting, accounting or auditing obligations with respect to the Business, (iii) 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 Retained Subsidiary is an adverse party to Buyer or any of its Affiliates) and (iv) otherwise to the extent that Buyer, in requesting such access, reasonably deems such access necessary or desirable in order to determine any matter relating to its rights and obligations hereunder or otherwise in connection with its tax, regulatory, litigation, contractual or other legitimate matters. (d) In furtherance of the foregoing, from and after the Closing Date, Seller and Buyer will provide and, as applicable, cause their respective employees and their respective Affiliates and their employees to provide, all cooperation reasonably requested by or on behalf of the other party, any of their respective Affiliates or their respective Representatives in connection with any Assumed Liability or Excluded Liability, as the case may be, which cooperation will include furnishing or causing to be furnished records, information and testimony as requested by the parties, their respective Affiliates or their respective Representatives and causing employees who possess knowledge pertaining to any such Action to provide information, recollections and explanations with respect thereto and make themselves available, including for consultation with respect to settlement discussions and to attend strategy sessions and judicial and arbitration proceedings, as requested by any such party, their respective Affiliates or their respective Representatives in connection therewith; provided that, notwithstanding the foregoing, Buyer or Seller, as applicable, will only be obligated to cause any person to cooperate with the other party pursuant to this Section 7.09 if and for so long as Buyer or Seller, as applicable, is capable of directing the actions of such person. (e) Any access granted to either party or its Representatives pursuant to this Section 7.09 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the party granting such access. The party to whom such access or other cooperation is granted pursuant to this Section 7.09 shall bear all of the out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) reasonably incurred by the other party or its Representatives in connection therewith. (f) Notwithstanding anything to the contrary contained herein, nothing in this Section 7.09 shall require (A) Seller or Buyer, as applicable, to provide the other party or its Representatives with access to (i) personnel records of employees relating to individual performance or evaluation records, medical histories or other information which, in the disclosing party’s good faith opinion, is sensitive or the disclosure of which could subject such party or its Affiliates to risk of liability or (ii) information the disclosure of which, in the disclosing party’s good faith opinion (x) would conflict with confidentiality obligations to which such party or any of its Affiliates is bound or (y) would reasonably be expected to result in the forfeiture or waiver of any attorney-client or similar privilege; provided that, in the case of this clause (y), the disclosing party shall use his best commercially reasonable efforts to forward promptly provide the other party, to the Seller all noticesextent possible, claims, correspondence and other materials which are received and determined to pertain with access to the Sellerrelevant information in a manner that would not reasonably be expected to result in the forfeiture or waiver of any such attorney-client or similar privilege, or (B) either party’s independent accountants to make available to the other party or its Representatives any work papers unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants. No review or investigation by Buyer or its representatives pursuant to this Section 7.09 or otherwise shall affect the representations and warranties made by Seller pursuant to this Agreement or the remedies of Buyer for breaches of those representations and warranties.

Access to Information; Cooperation. (a) From and after the date hereof until the Closing Date (or the Deferred Closing Date) (or, if earlier, the termination of this Agreement), and subject to Applicable Law and the Confidentiality Agreement, Seller shall (and shall cause its controlled Affiliates and their respective Representatives to) during normal business hours and upon reasonable notice, (i) give Buyer, its counsel and other authorized Representatives reasonable access to the properties, books, records, assets, Business Employees, facilities, Contracts and data of Seller, its Subsidiaries (including the Purchased Subsidiaries) and their respective Representatives which are Related to the Business, (i) furnish to Buyer, its counsel and other authorized Representatives such financial and operating data and other information Relating to the Business as such Persons may reasonably request and (i) instruct the employees, independent accountants, counsel, financial advisors and other Representatives of Seller to reasonably cooperate with Buyer and its Representatives in its investigation of the Business. Notwithstanding the foregoing, Buyer and its agents shall not have access (A) to any properties of the Business, including the Purchased Assets and Real Property, for purposes of conducting any sampling or other invasive investigation, including of the air, soil, soil gas, surface water, groundwater, building materials or other environmental media, (A) to any information to the extent relating to any Retained Business or (A) any Seller Tax Records. (b) From and after the Closing Date, and subject to Applicable Law and entry into customary confidentiality and use undertakings, upon reasonable advance written request, Buyer will afford promptly to Seller and its authorized accountantsRepresentatives, counsel and other designated representativesduring normal business hours, reasonable access (and including using reasonable efforts to give access to persons or firms possessing information) and duplicating rights during normal business hours to allow recordsits properties, books, contractsrecords, instrumentsemployees and auditors, computer data and other data and information (collectively, “Information”i) within the possession or control of Buyer or its affiliates insofar as such access is reasonably required by Seller. Information may be requested under this Section 4.1(a), for, without limitation, audit, accounting, claims, litigation and tax purposes, as well as for purposes of fulfilling disclosure and reporting obligations and performing this Agreement and the transactions contemplated hereby. No files, books or records relating solely to the Assetsextent reasonably necessary to permit Seller or any of its controlled Affiliates to comply with their financial reporting, the Business accounting or the Liabilities existing on the date hereof shall be destroyed by Buyer after the date hereof but prior auditing obligations with respect to the expiration of any period during which such filesending before the Closing Date, books or records are required to be maintained and preserved by applicable law without giving Seller at least 30 days’ prior written notice, during which ▇▇▇▇ ▇▇▇▇▇▇ shall have the right to examine and to remove any such files, books and records prior to their destruction. (b) Buyer and his respective affiliates, employees and agents shall each hold in strict confidence all Information concerning the Seller in their possession or furnished by the Seller or Seller’s representative pursuant to this Agreement with the same degree of care as Buyer utilizes as to Buyer’s own confidential information, which shall be no less than a reasonable degree of care (except solely to the extent that such Information is in the public domain through no fault of Seller)with respect to Excluded Assets or Excluded Liabilities, and Buyer shall not release or disclose such Information to any other person, except Buyer’s auditors, attorneys, financial advisors, bankers, other consultants and advisors or persons under a substantially similar obligation of confidentiality (it be understood that Buyer shall be responsible for a breach of the confidentiality obligations in this Section 4.1(bi) solely as if any such person were party hereto), unless compelled to disclose such Information by judicial or administrative process or, as advised by its counsel, by other requirements of law (reasonably necessary in connection with which Buyer shall use any Action related to either the Excluded Assets or Excluded Liabilities, (i) reasonably necessary or desirable in order to determine any matter relating to Seller’s rights and obligations hereunder and (i) solely as reasonably necessary in connection with its best efforts legitimate tax or regulatory matters to obtain confidential treatment, and otherwise the extent they relate to minimize any disclosure, thereofpre-Closing period. (c) From and after the Closing Date, and subject to Applicable Law and entry into customary confidentiality and use undertakings, upon reasonable advance written request, Seller will afford promptly to Buyer and its authorized Representatives during normal business hours, reasonable access to its properties, books, records, employees and auditors, (i) solely to the extent reasonably necessary to permit Buyer or any of its controlled Affiliates to comply with their financial reporting, accounting or auditing obligations with respect to any period ending before the Closing Date, (i) solely to the extent with respect to Purchased Assets, Assumed Liabilities or the Business, (i) solely as reasonably necessary in connection with any Action related to either the Purchased Assets, Assumed Liabilities or the Business, (i) reasonably necessary or desirable in order to determine any matter relating to Buyer’s rights and obligations hereunder and (i) solely as reasonably necessary in connection with its legitimate tax or regulatory matters to the extent they relate to any pre-Closing for the Purchased Assets, Assumed Liabilities or the Business. (d) Any access granted to either party or its Representatives pursuant to this ‎Section 7.08 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the party granting such access. The party to whom such access or other cooperation is granted pursuant to this ‎Section 7.08 shall bear all of the out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) reasonably incurred by the other party or its Representatives in connection therewith. (e) Notwithstanding anything to the contrary contained herein, nothing in this ‎Section 7.08 shall require (A) Seller or Buyer, as applicable, to provide the other party or its Representatives with access to (i) personnel records of employees relating to medical histories or other information, the disclosure of which, in the disclosing party’s reasonable good faith opinion after consultation with counsel, would violate Applicable Law or (ii) information the disclosure of which, in the disclosing party’s reasonable good faith opinion after consultation with counsel (x) would conflict with confidentiality obligations to which such party or any of its Affiliates is bound or (y) would reasonably be expected to result in the forfeiture or waiver of any attorney-client or similar privilege; provided, that, in the case of clauses (x) and (y), the disclosing party shall use his best commercially reasonable efforts to forward promptly provide the other party, to the Seller all noticesextent possible, claims, correspondence and other materials which are received and determined to pertain with access to the Sellerrelevant information in a manner that would not reasonably be expected to result in the violation of such confidentiality or forfeiture or waiver of any such attorney-client or similar privilege, or (B) either party’s independent accountants or auditors to make available to the other party or its Representatives any work papers unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants. (f) For a period of five (5) years after the Closing Date, Seller and its respective Affiliates shall retain the books and records Seller has in its possession relating to the Business relating to periods prior to the Closing which shall not otherwise have been delivered to Buyer.

Access to Information; Cooperation. (a) Pre-Closing Access to Information. From the date hereof until the Closing or the termination of this Agreement pursuant to Article 11, each Acquired Company shall afford, and shall cause its respective Affiliates to afford, Buyer shall afford to Seller and its authorized accountantsAffiliates, counsel and other designated representativestheir respective Representatives, reasonable access (and including using reasonable efforts to give access to persons or firms possessing information) and duplicating rights during normal business hours and upon advance notice to, and approval by, the Company, with respect to allow recordsthe Company Entities, and Blocker, with respect to Blocker (such approval not to be unreasonably withheld or delayed), reasonable access to the Company Entities’ or Blocker’s facilities and properties and the books, contracts, instruments, computer data records and other data and information (collectively, “Information”) within in the Company Entities’ or Blocker’s possession or control relating to the assets, liabilities or operations of the Company Entities or Blocker, as applicable, with respect to periods prior to the Closing. Buyer shall have the right to make copies and extracts from such books, records and other information, at Buyer’s expense. Such access shall be permitted only to the extent such access does not unreasonably interfere with the Business of the Company Entities or its affiliates insofar Blocker, as applicable, and such access is reasonably required by Seller. Information may be requested under this Section 4.1(a), for, without limitation, audit, accounting, claims, litigation related to Buyer’s rights and tax purposes, as well as for purposes of fulfilling disclosure and reporting obligations and performing this Agreement hereunder and the transactions contemplated hereby, and subject to compliance with applicable Laws and to any Contracts for which any of the Company Entities or Blocker are party. No files, books or records relating to Notwithstanding the Assetsforegoing, the Business Company Entities or the Liabilities existing on the date hereof shall be destroyed by Buyer after the date hereof but prior to the expiration of any period during which such filesBlocker, books or records are required to be maintained and preserved by applicable law without giving Seller at least 30 days’ prior written noticeas applicable, during which ▇▇▇▇ ▇▇▇▇▇▇ shall have the right to examine (i) have a Representative present for any communication with officers, directors, managers or employees of the Company Entities or Blocker, as applicable, (ii) impose reasonable restrictions and requirements for bona fide safety or security purposes and (iii) restrict access to remove (A) any such files, books and records prior to their destruction. (b) Buyer and his respective affiliates, employees and agents shall each hold in strict confidence all Information concerning the Seller in their possession or furnished by the Seller or Seller’s representative pursuant to this Agreement with the same degree of care as Buyer utilizes as to Buyer’s own confidential information, the disclosure of which shall would reasonably be no less than a reasonable degree expected to cause the loss of care (except to the extent that such Information is in the public domain through no fault of Seller)attorney-client privilege, and (B) any information the disclosure of which would contravene any applicable Law. Notwithstanding the foregoing, with respect to any inspections of the Real Property conducted by Buyer, Buyer shall not release under no circumstances be permitted to conduct any invasive or disclose such Information to any other person, except Buyer’s auditors, attorneys, financial advisors, bankers, other consultants and advisors or persons under a substantially similar obligation of confidentiality (it be understood that Buyer shall be responsible for a breach subsurface testing of the confidentiality obligations in this Section 4.1(b) as if any such person were party hereto), unless compelled to disclose such Information by judicial Real Property without the prior written approval of the Company or administrative process orBlocker, as advised by applicable, which may be conditioned or withheld as such entity may deem appropriate in its counsel, by other requirements of law (in connection with which Buyer shall use its best efforts to obtain confidential treatment, and otherwise to minimize any disclosure, thereofsole discretion. (c) Buyer shall use his best efforts to forward promptly to the Seller all notices, claims, correspondence and other materials which are received and determined to pertain to the Seller.

Access to Information; Cooperation. (a) Buyer shall afford From the date hereof until the Closing Date (or, if earlier, the termination of this Agreement), and subject to Seller Applicable Law and the Confidentiality Agreement, E▇▇▇▇▇▇ will (i) give Ruby, its counsel and other authorized Representatives reasonable access to the assets, properties, books, records, data, datasets, information, files, papers and employees of the Business, (ii) furnish to Ruby, its counsel and other authorized Representatives such financial and operating data and other information relating to the Business as such Persons may reasonably request and (iii) instruct the employees, independent accountants, counsel and other designated representatives, reasonable access (and including using reasonable efforts to give access to persons or firms possessing information) and duplicating rights during normal business hours to allow records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) within the possession or control financial advisors of Buyer or its affiliates insofar as such access is reasonably required by Seller. Information may be requested under this Section 4.1(a), for, without limitation, audit, accounting, claims, litigation and tax purposes, as well as for purposes of fulfilling disclosure and reporting obligations and performing this Agreement and the transactions contemplated hereby. No files, books or records relating to the Assets, the Business or the Liabilities existing on the date hereof shall be destroyed by Buyer after the date hereof but prior to the expiration of any period during which such files, books or records are required to be maintained and preserved by applicable law without giving Seller at least 30 days’ prior written notice, during which E▇▇▇▇▇▇ to reasonably cooperate with R▇▇▇ in its investigation of the Business. Notwithstanding the foregoing, Ruby and its agents shall not have access (A) prior to the Closing, to any properties of the Business, including the Purchased Assets and Real Property, for purposes of conducting any sampling or other invasive investigation of the air, soil, soil gas, surface water, groundwater, building materials or other environmental media, (B) to any information to the extent relating to any Retained Business (provided that, with respect to any Commingled Books and Records, E▇▇▇▇▇▇ shall have use commercially reasonable efforts to make substitute disclosure arrangements (which may include redacting information to the right extent related to examine the Retained Business) in order to provide Ruby reasonable access to the portion of such Commingled Books and Records related to remove the Business) or (C) to any such files, books and records prior to their destructionE▇▇▇▇▇▇ Tax Records. (b) Buyer From the Closing Date until the earlier of (x) seven years following the Closing Date, (y) an IPO (as defined in the JV NewCo GP LLC Agreement) and his (z) a Change of Control Sale (as defined in the JV NewCo LP Agreement), and subject to Applicable Law and Sections 5.02(b) and 6.05(b), upon request, E▇▇▇▇▇▇ will afford promptly to JV NewCo, Ruby and their respective affiliatesauthorized Representatives reasonable access to its assets, properties, books, records and employees and agents shall each hold in strict confidence all Information concerning the Seller in their possession or furnished by the Seller or Seller’s representative pursuant to this Agreement with the same degree of care as Buyer utilizes as to Buyer’s own confidential information, which shall be no less than a reasonable degree of care (except i) to the extent that such Information is in the public domain through no fault necessary to permit JV NewCo or any of Seller)its Affiliates to comply with their financial reporting, and Buyer shall not release accounting or disclose such Information auditing obligations with respect to any other personperiod ending before the Closing Date with respect to the Business, except Buyer’s auditorsthe Emerald Entities, attorneysthe Purchased Assets or the Assumed Liabilities, financial advisors, bankers, other consultants and advisors or persons under a substantially similar obligation of confidentiality (it be understood that Buyer shall be responsible for a breach of the confidentiality obligations in this Section 4.1(bii) as if any such person were party hereto), unless compelled to disclose such Information by judicial or administrative process or, as advised by its counsel, by other requirements of law (in connection with which Buyer shall use its best efforts any Action related to obtain confidential treatmentthe Business, the Emerald Entities, the Purchased Assets or the Assumed Liabilities, and (iii) reasonably necessary or desirable in order to determine any matter relating to Ruby’s or JV NewCo’s rights and obligations hereunder or otherwise to minimize any disclosurein connection with its tax, thereofregulatory, litigation, contractual or other legitimate matters. (c) Buyer From the Closing Date until the earlier of (x) seven years following the Closing Date, (y) an IPO (as defined in the JV NewCo GP LLC Agreement) and (z) a Change of Control Sale (as defined in the JV NewCo LP Agreement), and subject to Applicable Law and Section 5.02(b), upon request, JV NewCo will afford promptly to E▇▇▇▇▇▇ and its authorized Representatives reasonable access to its assets, properties, books, records and employees (i) to the extent necessary to permit E▇▇▇▇▇▇ or any of its Affiliates to comply with their financial reporting, accounting or auditing obligations with respect to any period ending before the Closing Date with respect to the Business or the Excluded Assets or Excluded Liabilities, (ii) in connection with any Action related to either the Excluded Assets or Excluded Liabilities, and (iii) reasonably necessary or desirable in order to determine any matter relating to E▇▇▇▇▇▇’▇ rights and obligations hereunder or otherwise in connection with its tax, regulatory, litigation, contractual or other legitimate matters. (d) Any access granted to a party or its Representatives pursuant to this Section 5.10 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the party granting such access. The party to whom such access or other cooperation is granted pursuant to this Section 5.10 shall bear all of the out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) reasonably incurred by the other parties or their Representatives in connection therewith. (e) Notwithstanding anything to the contrary contained herein, nothing in this Section 5.10 shall require (A) E▇▇▇▇▇▇, or Ruby or JV NewCo, as applicable, to provide each other party or its Representatives with access to (i) personnel records of employees relating to individual performance or evaluation records, medical histories or other information which, in the disclosing party’s good faith opinion, the disclosure of which would violate Applicable Law or other Privacy Requirement or could subject such party or its Affiliates to risk of liability or (ii) information the disclosure of which, in the disclosing party’s good faith opinion (x) would conflict with confidentiality obligations or Privacy Requirement to which such party or any of its Affiliates is bound or (y) would reasonably be expected to result in the forfeiture or waiver of any attorney-client or similar privilege; provided, that, in the case of this clause (y), the disclosing party shall use his best commercially reasonable efforts to forward promptly provide each other party, to the Seller all noticesextent possible, claims, correspondence and other materials which are received and determined to pertain with access to the Sellerrelevant information in a manner that would not reasonably be expected to result in the forfeiture or waiver of any such attorney-client or similar privilege, or (B) any party’s independent accountants to make available to any other party or its Representatives any work papers unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants.

Access to Information; Cooperation. (a) Buyer From the date of this Agreement until the Closing, or, if earlier, the termination of this Agreement in accordance with its terms, upon reasonable prior notice, and except as determined in good faith to be necessary to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, RAI shall, and shall cause its Affiliates and Lorillard and each of its and their respective Representatives to: (i) afford to Seller the Acquiror and its authorized accountantsRepresentatives reasonable access, counsel and other designated representatives, reasonable access (and including using reasonable efforts to give access to persons or firms possessing information) and duplicating rights during normal business hours hours, to allow records, books, contracts, instruments, computer the properties and the Books and Records of each RAI Asset Owner and Lorillard Asset Owner relevant to the Transferred Assets; and (ii) furnish to the Acquiror and its Representatives such additional financial and operating data and other data and information (collectivelyregarding the Transferred Assets as the Acquiror may from time to time reasonably request, “Information”) within the possession or control of Buyer or its affiliates insofar as such access is reasonably required by Seller. Information may be requested under this Section 4.1(a), for, without limitation, audit, accounting, claims, litigation and tax purposes, as well as in each case for purposes of fulfilling preparing to operate the Business immediately following the Closing, including, without limiting the foregoing, access to the following employee information: current rate of annual base salary or current wages, 2014 annual bonus target, job title, employment status, work location and date of hire; provided that (A) such additional financial and other information is available to the Sellers or their respective Affiliates, as applicable, and (B) any such investigation shall not unreasonably interfere with any of the businesses, personnel or operations of the Sellers or any of their respective Affiliates; provided, further, that the auditors and accountants of the Sellers and their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and reporting obligations and performing this Agreement and the transactions contemplated hereby. No files, books or records then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by RAI or the AssetsAcquiror, the Business or the Liabilities existing on the date hereof shall Parties will enter into a customary joint defense agreement with respect to any information to be destroyed by Buyer after the date hereof but prior provided to the expiration of any period during which such files, books or records are required Acquiror pursuant to be maintained and preserved by applicable law without giving Seller at least 30 days’ prior written notice, during which ▇▇▇▇ ▇▇▇▇▇▇ shall have the right to examine and to remove any such files, books and records prior to their destructionthis Section 6.02(a). (b) Buyer In addition to the obligations set forth in Section 6.22, from and his respective affiliatesafter the Closing, employees in connection with the preparation of Tax Returns or financial statements or reporting obligations, upon reasonable prior notice, and agents except as determined in good faith to be necessary to (x) ensure compliance with any applicable Law, (y) preserve any applicable privilege (including the attorney-client privilege), or (z) comply with any contractual confidentiality obligations, each Party shall, and shall each hold in strict confidence cause its Affiliates to afford the Representatives of the other Party, their Affiliates and their representatives reasonable access, during normal business hours, to all Information concerning Books and Records, documents and other information within the Seller in their knowledge, possession or furnished control of the other Party or its Affiliates in respect of, in the case of requests by RAI, any Excluded Assets, and in respect of requests by the Seller Acquiror, any Transferred Assets; provided that (A) such additional financial and other information is available to the other Party or Seller’s representative its Affiliates, as applicable, (B) any such investigation shall not unreasonably interfere with the business or operations of the other Party or any of its Affiliates and (C) the auditors and accountants of the other Party or its Affiliates shall not be obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested the Parties shall enter into a customary joint defense and confidentiality agreement with respect to any information to be provided pursuant to this Agreement with the same degree of care as Buyer utilizes as to Buyer’s own confidential information, which shall be no less than a reasonable degree of care (except to the extent that such Information is in the public domain through no fault of SellerSection 6.02(b), and Buyer shall not release or disclose such Information to any other person, except Buyer’s auditors, attorneys, financial advisors, bankers, other consultants and advisors or persons under a substantially similar obligation of confidentiality (it be understood that Buyer shall be responsible for a breach of the confidentiality obligations in this Section 4.1(b) as if any such person were party hereto), unless compelled to disclose such Information by judicial or administrative process or, as advised by its counsel, by other requirements of law (in connection with which Buyer shall use its best efforts to obtain confidential treatment, and otherwise to minimize any disclosure, thereof. (c) Buyer shall use his best efforts to forward promptly to the Seller all notices, claims, correspondence and other materials which are received and determined to pertain to the Seller.