Common use of Access to Records and Personnel Clause in Contracts

Access to Records and Personnel. (a) The parties shall retain the ------------------------------------ books, records, documents, instruments, accounts, correspondence, writings, evidences of title and other papers relating to the Business and the Assets in their possession (the "Books and Records") for the period of time set forth in ----------------- their respective records retention policies on the Closing Date or for such longer period as may be required by law or any applicable court order. (b) From and after the Closing Date, the parties will allow each other (and Buyer shall allow to BFC and ▇▇▇▇▇▇) reasonable access to such Books and Records, and to personnel having knowledge of the whereabouts and/or contents of such Books and Records, for legitimate business reasons, such as the preparation of financial statements, Tax returns or the defense of litigation or Tax audits. Each party shall be entitled to recover its out-of-pocket costs (including, without limitation, copying costs) incurred in providing such records and/or personnel to another party. The requesting party will hold in confidence all confidential information identified as such by, and obtained from, the disclosing party, any of its officers, agents, representatives or employees; provided, however, that information which (i) was in the public domain; (ii) was -------- ------- in fact known to the requesting party prior to disclosure by the disclosing party, its officers, agents, representatives or employees; or (iii) becomes known to the requesting party from or through a third party not under an obligation of non-disclosure to the disclosing party shall not be deemed to be confidential information.

Access to Records and Personnel. (a) The parties Buyer shall retain (or use reasonable efforts to cause the ------------------------------------ Companies after Closing to retain) the books, records, documents, instruments, accounts, correspondence, writings, evidences of title and other papers (in each case, including electronic versions thereof) relating to the Business or the Companies and the Assets in their possession period before Closing (the "“Books and Records"”) for the period of time set forth in ----------------- their respective its records retention policies on the Closing Date or for such longer period as may be required by law Law or any applicable court orderorder but in any event for at least seven (7) years. After the seven-year period, before Buyer or the Companies shall dispose of any such Books and Records, Buyer shall give at least forty-five (45) days’ prior written notice to such effect to Seller, and Seller shall be given the opportunity, at its expense, to remove and retain all or any part of such Books and Records as Seller may elect. Notwithstanding the foregoing, Buyer shall retain (or cause the Companies to retain) for such longer periods any and all material Books and Records that relate to any ongoing litigation, investigation, Action or proceeding until such time as Buyer is notified of the final conclusion of such matter. (b) From and after the Closing Date, the The parties will allow each other (and Buyer shall allow to BFC and ▇▇▇▇▇▇) reasonable access to such Books and Records, and to personnel having knowledge of the whereabouts and/or contents of such Books and Records, for legitimate business reasons, such as the preparation of financial statements, Tax returns Returns or the defense of litigation or Tax auditsand responding to data requests from Governmental Entities. Each party shall be entitled to recover its out-of-pocket costs (including, without limitation, including copying costs) incurred in providing such records and/or personnel to another the other party. The requesting party will hold in confidence (except as required by applicable Law, and then only after giving the disclosing party an opportunity to seek an appropriate remedy) all confidential information identified as such by, and obtained from, the disclosing party, any of its officers, agents, representatives or employees; , provided, however, that information which (i) was in the public domain; (ii) was -------- ------- in fact known to the requesting party prior to disclosure by the disclosing party, its officers, agents, representatives or employees; or (iii) becomes known to the requesting party from or through a third party not under an obligation of non-disclosure to the disclosing party party, shall not be deemed to be confidential information.

Access to Records and Personnel. (a) The parties shall retain the ------------------------------------ books, records, documents, instruments, accounts, correspondence, writings, evidences of title and other papers relating to the Water Business and the Purchased Assets in their possession (the "Books and Records") for at least seven years following the period of time set forth in ----------------- their respective records retention policies on the Closing Date or for such longer period as may be required by law or any applicable court orderorder or until the expiration of the relevant representation or warranty under any of the Transaction Documents. (b) From and after the Closing Date, the The parties will allow each other (and Buyer shall allow to BFC and ▇▇▇▇▇▇) reasonable access to such Books and Records, or copies thereof, and to personnel having knowledge of the whereabouts and/or contents of such Books and RecordsRecords and other relevant information, for legitimate business reasons, such as the preparation of financial statements, Tax returns Returns or the defense of litigation or Tax auditslitigation. Each The disclosing party shall be entitled to recover from the requesting party its out-of-pocket costs (including, without limitation, including copying costs) incurred in providing such records Books and Records and/or personnel to another the other party. The requesting party will hold in confidence all confidential information identified as such by, and obtained from, the disclosing party, any of its officers, agents, representatives or employees; , provided, however, that information which (i) was in the public domain; (ii) was -------- ------- information of the type which would be excluded from the confidentiality provisions of the Confidentiality Agreement in fact known to the requesting party prior to disclosure by the disclosing party, its officers, agents, representatives or employees; or (iii) becomes known to the requesting party from or through a third party not under an obligation of non-disclosure to the disclosing party accordance with such agreement shall not be deemed to be confidential information for purposes of this Section 6.5. (c) Nothing in this Section 6.5 shall require either party to violate any agreement with any third parties regarding the confidentiality of confidential and proprietary information; provided, however, that in the event -------- ------ that either party is required under this Section 6.5 to disclose any such information, that party shall use all commercially reasonable efforts to seek to obtain such third party's consent to the disclosure of such information.

Access to Records and Personnel. (a) The parties Buyer shall retain the ------------------------------------ books, records, documents, instruments, accounts, correspondence, writings, evidences of title and other papers (in each case, including electronic versions thereof) relating to the Business and the Assets in their Buyer's possession (the "Books and Records") for the period of time set forth in ----------------- their respective its records retention policies policies, if any, on the Closing Date or for such longer period as may be required by law Law or any applicable court order. Seller may make and retain such copies of books and records, prior to Closing, as Seller reasonably deems necessary, which copies shall be subject to the confidentiality provisions of this Agreement. Buyer shall also retain any and all Books and Records as directed by Seller that relate to any ongoing litigation, investigation, Action or proceeding until such time as Buyer is notified of the conclusion of such matter. (b) From and after the Closing Date, the The parties will allow each other (and Buyer shall allow to BFC and ▇▇▇▇▇▇) reasonable access to such Books and Records, and to personnel having knowledge of the whereabouts and/or contents of such Books and Records, for legitimate business reasons, such as the preparation of financial statements, Tax tax returns or the defense of litigation or Tax auditsand responding to data requests from Governmental Entities. Each party shall be entitled to recover its out-of-pocket costs (including, without limitation, including copying costs) incurred in providing such records and/or personnel to another the other party. The requesting party will hold in confidence all confidential information identified as such by, and obtained from, the disclosing party, any of its officers, agents, representatives or employees; , provided, however, that information which (i) was in the public domain; (ii) was -------- ------- in fact known to the requesting party prior to disclosure by the disclosing party, its officers, agents, representatives or employees; or (iii) becomes known to the requesting party from or through a third party not under an obligation of non-disclosure to the disclosing party party, shall not be deemed to be confidential information.