Common use of Access to Records and Personnel Clause in Contracts

Access to Records and Personnel. (a) From the date hereof until the earlier of the Closing or termination of this Agreement, upon reasonable notice, and subject to the Confidentiality Letter, the Seller shall cause the Retained Subsidiaries and the Acquired Entities to (i) afford Buyer and its representatives reasonable access to the senior managers of the Acquired Business and (ii) furnish to the representatives of Buyer such additional financial and operating data and other material information regarding the Business (or copies thereof) as Buyer may from time to time reasonably request; provided, however, that any such access or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, and in such a manner as not to interfere with the normal operations of the Business. Notwithstanding anything to the contrary in this Agreement, the Seller shall not be required to disclose any information to Buyer if such disclosure would (i) jeopardize any attorney-client or other legal privilege, (ii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof or (iii) disrupt or jeopardize any material customer or vendor relationship or (iv) include Tax information pertaining to the Seller or its Affiliates other than the Acquired Business (except for tax information pertaining to combined, consolidated, or uniform tax filings of Seller or its Affiliates that include any of the Acquired Entities). (b) From and after the Closing Date, the Parties shall, and the Buying Parties shall cause the Acquired Business to, retain all material books, records, documents, instruments, accounts, correspondence, writings, evidences of title and other papers relating to the Acquired Business in their possession (the “Books and Records”) for seven (7) years or for such longer period as may be required by Law. (c) From and after the Closing Date, the Parties shall allow each other, and the Buyer shall cause the Acquired Business to allow the Seller, its Affiliates and their respective representatives, reasonable access to the Books and Records and to personnel having knowledge of the whereabouts and/or contents of the Books and Records, for legitimate non-competitive business reasons, including the preparation of audited financial statements and Tax Returns and the defense of Proceedings. Each Party shall be entitled to recover its out-of-pocket costs (including copying costs) incurred in providing such Books and Records and/or personnel to the other party. The requesting party shall hold in confidence for a period of two (2) years after the date of disclosure thereof all confidential information identified as such by, and obtained after the Closing from, the disclosing party, any of its officers, agents, representatives or employees; provided, however, that information that (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; (iii) becomes known to the requesting party from or through a third party not under an obligation of non-disclosure to the disclosing party; or (iv) is required by Law or regulation (of any applicable stock or securities exchange or otherwise) or otherwise deems necessary and proper to disclose in connection with the filing, examination or defense of any Tax Return or other document required to be filed, shall not be deemed to be confidential information. In addition, the Parties agree that confidential information may only be used for the purpose for which it was supplied.

Access to Records and Personnel. (a) From the date hereof until the earlier of the Closing or termination of this Agreement, upon reasonable notice, and subject to the Confidentiality Letter, the Seller shall cause the Retained Subsidiaries Company and the Acquired Entities SCT Subsidiaries to (i) afford Buyer the Buying Parties and its their representatives reasonable access to the senior managers of the Acquired Business Company and the SCT Subsidiaries and (ii) furnish to the representatives of Buyer the Buying Parties such additional financial and operating data and other material information regarding the Business (or copies thereof) as Buyer the Buying Parties may from time to time reasonably request; provided, however, that any such access or furnishing of information shall be conducted at Buyer’s the Buying Parties’ expense, during normal business hours, and in such a manner as not to unreasonably interfere with the normal operations of the Business. Notwithstanding anything to the contrary in this Agreement, neither Seller, the Seller Company nor the SCT Subsidiaries shall not be required to disclose any information to Buyer the Buying Parties if such disclosure would (i) jeopardize any attorney-client or other legal privilege, (ii) contravene any applicable Laws (including applicable Antitrust Laws), fiduciary duty or binding agreement entered into prior to the date hereof or hereof, (iii) disrupt or jeopardize any material customer or vendor relationship or (iv) include Tax information pertaining to the Seller or its Affiliates other than the Acquired Business (except for tax information pertaining to combined, consolidated, or uniform tax filings of Seller or its Affiliates that include any of Company and the Acquired Entities)SCT Subsidiaries. (b) From and after the Closing Date, the Parties shall, and the Buying Parties shall cause the Acquired Business Company and the SCT Subsidiaries to, retain all material the books, records, documents, instruments, accounts, correspondence, writings, evidences of title and other papers relating to the Acquired Business Company and the SCT Subsidiaries in their possession (the “Books and Records”) for seven (7) years or for such longer period as may be required by Law. (c) From and after the Closing Date, the Parties shall allow each other, and the Buyer shall cause the Acquired Business Company and the SCT Subsidiaries to allow the Seller, its Affiliates and their respective representatives, reasonable access during normal business hours to the Books and Records and to personnel having knowledge of the whereabouts and/or contents of the Books and Records, for legitimate non-competitive business reasons, including all information required to calculate and verify the amounts set forth in Article III, the preparation of audited financial statements the Preliminary Closing Balance Sheet, the Final Closing Balance Sheet and Seller’s Tax Returns and the defense of Proceedings. Each Party shall be entitled to recover its out-of-pocket costs (including copying costs) incurred in providing such Books and Records and/or personnel to the other partyParty, except with respect to information provided by Buyer, the Company and the SCT Subsidiaries to Seller in connection with the preparation of the Preliminary Closing Balance Sheet, the Final Closing Balance Sheet or Seller’s Tax Returns or resolution of any dispute with respect to Article III. The requesting party Party shall, and the Buying Parties shall cause the Company, the SCT Subsidiaries and their respective Affiliates to hold in confidence for a period of two (2) years after the date of disclosure thereof all confidential information identified as such by, and obtained after the Closing from, the disclosing party, Party or any of its officers, agents, representatives or employees; provided, however, that information that (i) was in the public domain; (ii) was in fact known to the requesting party Party prior to disclosure by the disclosing partyParty, its officers, agents, representatives or employees; (iii) becomes known to the requesting party Party from or through a third party not under an obligation of non-disclosure to the disclosing partyParty; or (iv) Seller is required by Law or regulation (of any applicable stock or securities exchange or otherwise) or otherwise deems necessary and proper to disclose in connection with the filing, examination or defense of any Tax Return or other document required to be filed, shall not be deemed to be confidential information. In addition, the Parties agree that confidential information may only be used for the purpose for which it was supplied.

Access to Records and Personnel. (a) From the date hereof until the earlier For a period of the Closing or termination of this Agreement, upon reasonable notice, and subject to the Confidentiality Letter, the Seller shall cause the Retained Subsidiaries and the Acquired Entities to six (i6) afford Buyer and its representatives reasonable access to the senior managers of the Acquired Business and (ii) furnish to the representatives of Buyer such additional financial and operating data and other material information regarding the Business (or copies thereof) as Buyer may from time to time reasonably request; provided, however, that any such access or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, and in such a manner as not to interfere with the normal operations of the Business. Notwithstanding anything to the contrary in this Agreement, the Seller shall not be required to disclose any information to Buyer if such disclosure would (i) jeopardize any attorney-client or other legal privilege, (ii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof or (iii) disrupt or jeopardize any material customer or vendor relationship or (iv) include Tax information pertaining to the Seller or its Affiliates other than the Acquired Business (except for tax information pertaining to combined, consolidated, or uniform tax filings of Seller or its Affiliates that include any of the Acquired Entities). (b) From and years after the Closing Date, the Parties Seller and its Representatives will have reasonable access to (including the right to make copies of) all Books and Records transferred to the Purchaser hereunder, and to all former personnel of the Business having knowledge with respect thereto, to the extent that such access may reasonably be required in connection with matters relating to (i) liabilities of the Seller not assumed by the Purchaser hereunder, (ii) all matters as to which the Seller is required to provide indemnification under this Agreement or (iii) the preparation of any Tax returns required to be filed by the Seller with respect to any periods prior to the Closing. Such access will be afforded by the Purchaser upon receipt of reasonable advance notice and during normal business hours, provided such access does not unduly disrupt the Purchaser’s normal business operations. The Seller will be solely responsible for any costs or expenses incurred by it pursuant to this Section 5.3(a). If the Purchaser wishes to dispose of any of such books and records prior to the expiration of the six-year period, the Purchaser shall, prior to such disposition, give the Seller a reasonable opportunity, at the Seller’s expense, to segregate and remove such books and records as the Buying Parties shall cause the Acquired Business to, retain all material books, records, documents, instruments, accounts, correspondence, writings, evidences Seller may select. For a period of title and other papers relating to the Acquired Business in their possession six (the “Books and Records”) for seven (76) years or for such longer period as may be required by Law. (c) From and after the Closing Date, the Parties shall allow each other, Purchaser and the Buyer shall cause the Acquired Business to allow the Seller, its Affiliates and their respective representatives, Representatives will have reasonable access to (including the Books and Records and right to personnel having knowledge make copies of) all of the whereabouts and/or contents of the Books books and Records, for legitimate non-competitive business reasons, including the preparation of audited financial statements and Tax Returns and the defense of Proceedings. Each Party shall be entitled to recover its out-of-pocket costs (including copying costs) incurred in providing such Books and Records and/or personnel records relating solely to the other party. The requesting party shall hold in confidence for a period of two (2) years after Business which the date of disclosure thereof all confidential information identified as such by, and obtained Seller or Seller Parent may retain after the Closing fromDate, excluding however, personnel records with respect to Business Employees which will be made available only upon receipt of a written consent from the applicable employee in a form acceptable to Seller. Such access will be afforded by the Seller and its Representatives upon receipt of reasonable advance notice and during normal business hours, provided such access does not unduly disrupt Seller’s normal business operations. The Purchaser will be solely responsible for any costs and expenses incurred by it pursuant to this Section 5.7(b). If the Seller wishes to dispose of any of such books and records prior to the expiration of such six-year period, the disclosing partySeller shall, any of its officers, agents, representatives or employees; provided, however, that information that (i) was in the public domain; (ii) was in fact known to the requesting party prior to disclosure by such disposition, give the disclosing partyPurchaser a reasonable opportunity, its officersat the Purchaser’s expense, agents, representatives or employees; to segregate and remove such books and records (iiiother than personnel records) becomes known to as the requesting party from or through a third party not under an obligation of non-disclosure to the disclosing party; or (iv) is required by Law or regulation (of any applicable stock or securities exchange or otherwise) or otherwise deems necessary and proper to disclose in connection with the filing, examination or defense of any Tax Return or other document required to be filed, shall not be deemed to be confidential information. In addition, the Parties agree that confidential information Purchaser may only be used for the purpose for which it was suppliedselect.

Access to Records and Personnel. (a) From the date hereof until the earlier of the Closing or termination of this Agreement, upon reasonable notice, and subject to the Confidentiality Letter, the Seller shall cause the Retained Subsidiaries and the Acquired Entities to (i) afford Buyer and its representatives reasonable access to the senior managers of the Acquired Business and (ii) furnish to the representatives of Buyer such additional financial and operating data and other material information regarding the Business (or copies thereof) as Buyer may from time to time reasonably request; provided, however, that any such access or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, and in such a manner as not to interfere with the normal operations of the Business. Notwithstanding anything to the contrary in this Agreement, the Seller shall not be required to disclose any information to Buyer if such disclosure would (i) jeopardize any attorney-client or other legal privilege, (ii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof or (iii) disrupt or jeopardize any material customer or vendor relationship or (iv) include Tax information pertaining to the Seller or its Affiliates other than the Acquired Business (except for tax information pertaining to combined, consolidated, or uniform tax filings of Seller or its Affiliates that include any of the Acquired Entities). (b) From and after the Closing Date, the Parties shall, and the Buying Parties shall cause the Acquired Business its Controlled Affiliates to, retain all material the books, records, documents, instruments, accounts, material correspondence, material writings, evidences of title and other material papers relating to the Acquired Business Company and the Subsidiaries in their possession (the “"Books and Records”") for a period of five years (except Books and Records relating to Taxes, which shall be retained for seven (7years) years from the Closing Date or for such longer period as may be required by LawLaw or any applicable court order. Notwithstanding the foregoing, at Seller's expense, Buyer shall retain (or provide copies to Seller) for such longer periods any and all Books and Records that relate to any ongoing litigation, investigation or proceeding as Seller notifies Buyer of in writing until such time as Seller notified Buyer in writing of the conclusion of such matter. (cb) From and after To the Closing Dateextent permitted or required by applicable Law, the Parties shall allow each otherBuyer shall, and the Buyer shall cause the Acquired Business to allow the Sellerits Controlled Affiliates to, provide Seller and its Affiliates authorized Representatives upon reasonable written request and their respective representatives, notice with reasonable access during normal business hours to the such Books and Records Records, and to personnel having knowledge of the whereabouts and/or contents of the Books and Records, for legitimate non-competitive business reasons, including the preparation of audited financial statements and Tax Returns and the defense of Proceedings. Each Party shall be entitled to recover its out-of-pocket costs (including copying costs) incurred in providing such Books and Records and/or in connection with the preparation of financial statements, Returns or the defense of litigation or Tax audits that relates to O-I or any of its Subsidiaries; provided that any such access will be conducted, at Seller's expense, at a reasonable time on the premises of Buyer, under the supervision of the personnel of Buyer and in such a manner as not to interfere unreasonably with the other partynormal operation of the business of Buyer. The requesting party shall Except for the sole purposes described in the immediately preceding sentence, Seller will hold in confidence for a period of two (2) years after the date of disclosure thereof all confidential information identified as such by, and obtained after the Closing from, the disclosing party, Buyer or any of its officers, agents, representatives or employeesRepresentatives and enter into any customary confidentiality undertaking provided by Buyer with respect thereto; provided, however, that information that (i) was in the public domain; , (ii) was in fact known to the requesting party Seller prior to disclosure by the disclosing partyBuyer, its officers, agents, representatives or employees; employees or (iii) becomes known to the requesting party Seller from or through a third party not under an obligation of non-disclosure to the disclosing party; or (iv) is required by Law or regulation (of any applicable stock or securities exchange or otherwise) or otherwise deems necessary and proper to disclose in connection with the filing, examination or defense of any Tax Return or other document required to be filed, shall not be deemed to be confidential information. In addition, the Parties agree that confidential information may only be used for the purpose for which it was supplied.

Access to Records and Personnel. (a) From the date hereof until the earlier of the Closing or termination of this Agreement, upon reasonable notice, and subject to the Confidentiality Letter, the Seller Sellers shall cause the Retained MTC and each of its Subsidiaries and the Acquired Entities to (i) afford the Buyer and its representatives reasonable access to the senior managers of the Acquired Business MTC and its Subsidiaries and (ii) furnish to the representatives of the Buyer such additional financial and operating data and other material information regarding the Business (or copies thereof) as the Buyer may from time to time reasonably request; provided, however, that any such access or furnishing of information shall be conducted at the Buyer’s expense, during normal business hours, and in such a manner as not to interfere with the normal operations of the Business. Notwithstanding anything to the contrary in this Agreement, the Seller neither Sellers, MTC nor its Subsidiaries shall not be required to disclose any information to Buyer the Buyer, if such disclosure would (i) jeopardize any attorney-client or other legal privilege, (ii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof or hereof, (iiiii) disrupt or jeopardize any material customer or vendor relationship or (iviii) include Tax information pertaining to the Seller Sellers or its Affiliates their respective Affiliates, other than the Acquired Business (except for tax information pertaining to combined, consolidated, or uniform tax filings of Seller or MTC and its Affiliates that include any of the Acquired Entities)Subsidiaries. (b) From and after the Closing Date, the Parties shall, and the Buying Parties Buyer shall cause the Acquired Business MTC and its Subsidiaries to, retain all material the books, records, documents, instruments, accounts, correspondence, writings, evidences of title and other papers relating to the Acquired Business MTC and its Subsidiaries in their possession (the “Books and Records”) for seven eight (7) 8) years or for such longer period as may be required by Law. (c) From and after the Closing Date, the Parties shall allow each other, and the Buyer shall cause the Acquired Business MTC and each of its Subsidiaries to allow the each Seller, its Affiliates and their respective representatives, reasonable access to the Books and Records and to personnel having knowledge of the whereabouts and/or contents of the Books and Records, for legitimate non-competitive business reasons, including the preparation of audited financial statements the Post-Closing Working Capital Statement and any Seller’s Tax Returns and the defense of Proceedingsany Action. Each Party shall be entitled to recover its out-of-pocket costs (including copying costs) incurred in providing such Books and Records and/or personnel to the other partyParty, except with respect to information provided by Buyer, MTC and its Subsidiaries to Sellers in connection with the preparation of the Closing Balance Sheet and Working Capital Statement or any Seller’s Tax Returns. The requesting party Party shall, and the Buyer shall cause MTC, each of its Subsidiaries and their Affiliates to hold in confidence for a period of two (2) years after the date of disclosure thereof all confidential information identified as such by, and obtained after the Closing from, the disclosing partyParty, any of its officers, agents, representatives or employees; provided, however, that information that (i) was in the public domain; (ii) was in fact known to the requesting party Party prior to disclosure by the disclosing partyParty, its officers, agents, representatives or employees; (iii) becomes known to the requesting party Party from or through a third party not under an obligation of non-disclosure to the disclosing partyParty; or (iv) Seller is required by Law or regulation (of any applicable stock or securities exchange or otherwise) or otherwise deems necessary and proper to disclose in connection with the filing, examination or defense of any Tax Return or other document required to be filed, shall not be deemed to be confidential information. In addition, the Parties agree that confidential information may only be used for the purpose for which it was supplied.

Access to Records and Personnel. (a) From the date hereof until the earlier of the Closing or termination of this Agreement, upon reasonable notice, and subject to the Confidentiality Letter, the Seller Parent shall, and shall cause the Retained Subsidiaries and the Acquired Entities to, afford the Buying Parties and their representatives reasonable access to (i) afford Buyer the books, records, Tax information documents, instruments, accounts, correspondence, writings, evidences of title and its representatives reasonable access other papers relating to the Acquired Entities (the “Books and Records”) (including the right to make copies of such Books and Records), (ii) personnel having knowledge of the contents of the Books and Records and (iii) the senior managers of the Acquired Business and (ii) furnish to the representatives of Buyer such additional financial and operating data and other material information regarding the Business (or copies thereof) as Buyer may from time to time reasonably requestEntities; provided, however, that any such access or furnishing of to information shall be conducted at Buyer’s the Buying Parties’ expense, during normal business hours, and in such a manner as not to interfere with the normal operations of the Business. Notwithstanding anything to the contrary in this Agreement, the Seller Parent shall not be required to disclose any information to Buyer the Buying Parties if such disclosure would (i) jeopardize any attorney-client or other legal privilege, (ii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof or (iii) disrupt or jeopardize any material customer or vendor relationship or (iv) include Tax information pertaining to the Seller Parent or its Affiliates other than the Acquired Business (except for tax information pertaining to combined, consolidated, or uniform tax filings of Seller or its Affiliates that include any of the Acquired Entities). (b) From and after the Closing Date, the Parties shall, and the Buying Parties shall cause the Acquired Business Entities to, retain all material books, records, documents, instruments, accounts, correspondence, writings, evidences of title the Books and other papers relating to the Acquired Business Records in their possession (the “Books and Records”) for seven (7) years or for such longer period as may be required by Law. (c) From and after the Closing Date, the Parties shall allow each other, and the Buyer Parent shall cause the Acquired Business Entities to allow the SellerParent, its Affiliates and their respective representatives, reasonable access to the Books and Records (including the right to make copies of such Books and Records) and to personnel having knowledge of the whereabouts and/or contents of the Books and Records, for legitimate non-competitive business reasons, including the restatement of Parent’s financial statements, preparation of audited financial statements and statements, Tax Returns and the defense of Proceedings. Each Party shall be entitled to recover its out-of-pocket costs (including copying costs) incurred in providing such Books and Records and/or personnel to the other party. The requesting party shall, and the Buying Parties shall cause the Acquired Entities and its Affiliates to hold in confidence for a period of two (2) years after the date of disclosure thereof all confidential information identified as such by, and obtained after the Closing from, the disclosing party, any of its officers, agents, representatives or employees; provided, however, that information that (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; (iii) becomes known to the requesting party from or through a third party not under an obligation of non-disclosure to the disclosing party; or (iv) the requesting party is required by Law or regulation (of any applicable stock or securities exchange or otherwise) or otherwise deems necessary and proper to disclose in connection with the filing, examination or defense of any Tax Return or other document required to be filed, shall not be deemed to be confidential information. In addition, the Parties agree that confidential information may only be used for the purpose for which it was supplied. (d) From and after the Closing Date, Parent and its Representatives shall hold in confidence all confidential information relating to the Business; provided, however, that information that (i) is in the public domain, (ii) is required by Law or regulation (of any applicable stock or securities exchange or otherwise) to be disclosed or (iii) is developed independently by the business retained by Parent.

Access to Records and Personnel. (a) From Buyer shall retain (and/or cause BGC to retain) the date hereof until the earlier of the Closing or termination of this Agreement, upon reasonable notice, and subject to the Confidentiality Letter, the Seller shall cause the Retained Subsidiaries and the Acquired Entities to (i) afford Buyer and its representatives reasonable access to the senior managers of the Acquired Business and (ii) furnish to the representatives of Buyer such additional financial and operating data and other material information regarding the Business (or copies thereof) as Buyer may from time to time reasonably request; provided, however, that any such access or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, and in such a manner as not to interfere with the normal operations of the Business. Notwithstanding anything to the contrary in this Agreement, the Seller shall not be required to disclose any information to Buyer if such disclosure would (i) jeopardize any attorney-client or other legal privilege, (ii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof or (iii) disrupt or jeopardize any material customer or vendor relationship or (iv) include Tax information pertaining to the Seller or its Affiliates other than the Acquired Business (except for tax information pertaining to combined, consolidated, or uniform tax filings of Seller or its Affiliates that include any of the Acquired Entities). (b) From and after the Closing Date, the Parties shall, and the Buying Parties shall cause the Acquired Business to, retain all material books, records, documents, instruments, accounts, correspondence, writings, evidences of title and other papers (in each case, including electronic versions thereof) relating to the Acquired Business in their possession and the period before Closing (the “Books and Records”) for seven (7) years the period of time set forth in its records retention policies on the Closing Date or for such longer period as may be required by LawLaw or any applicable court order but in any event for at least seven (7) years. After the seven-year period, before Buyer or BGC shall dispose of any Books and Records, Buyer shall give at least 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 BGC to retain) for such longer periods any and all 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. (cb) From and after the Closing Date, the Parties shall The parties will allow each other, and the Buyer shall cause the Acquired Business to allow the Seller, its Affiliates and their respective representatives, other reasonable access to the such Books and Records Records, and to the extent available, to personnel having knowledge of the whereabouts and/or contents of the such Books and Records, for legitimate non-competitive business reasons, including such as the preparation of audited financial statements and Tax Returns and returns or the defense of Proceedingslitigation and responding to data requests from Governmental Entities. Each Party party shall be entitled to recover its out-of-pocket costs (including copying costs) incurred in providing such Books and Records records and/or personnel to the other party. The requesting party shall will hold in confidence for a period of two (2) years after the date of disclosure thereof all confidential information identified as such by, and obtained after the Closing from, the disclosing party, any of its officers, agents, representatives or employees; , provided, however, that information that 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; or (iv) is required by Law or regulation (of any applicable stock or securities exchange or otherwise) or otherwise deems necessary and proper to disclose in connection with the filing, examination or defense of any Tax Return or other document required to be filed, shall not be deemed to be confidential information. In addition, the Parties agree that confidential information may only be used for the purpose for which it was supplied.

Access to Records and Personnel. (a) From the date hereof until the earlier of the Closing The Buyer shall retain (or termination of this Agreement, upon reasonable notice, and subject to the Confidentiality Letter, the Seller shall cause the Retained Subsidiaries and Company after Closing to retain) the Acquired Entities to (i) afford Buyer and its representatives reasonable access to the senior managers of the Acquired Business and (ii) furnish to the representatives of Buyer such additional financial and operating data and other material information regarding the Business (or copies thereof) as Buyer may from time to time reasonably request; provided, however, that any such access or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, and in such a manner as not to interfere with the normal operations of the Business. Notwithstanding anything to the contrary in this Agreement, the Seller shall not be required to disclose any information to Buyer if such disclosure would (i) jeopardize any attorney-client or other legal privilege, (ii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof or (iii) disrupt or jeopardize any material customer or vendor relationship or (iv) include Tax information pertaining to the Seller or its Affiliates other than the Acquired Business (except for tax information pertaining to combined, consolidated, or uniform tax filings of Seller or its Affiliates that include any of the Acquired Entities). (b) From and after the Closing Date, the Parties shall, and the Buying Parties shall cause the Acquired Business to, retain all material books, records, documents, instruments, accounts, correspondence, writings, evidences of title and other papers (in each case, including electronic versions thereof) relating to the Acquired Business in their possession Business, the Company and the Company’s Subsidiaries (the “Books and Records”) for seven (7) years or for such longer period as may be required by LawLaw or any applicable court order but in any event for at least six years. (cb) From and after the Closing Date, the Parties The Buyer shall allow each other, the Seller and the Buyer shall cause the Acquired Business to allow the Seller, its Affiliates and their respective representatives, representatives reasonable access to the Books and Records Records, and to personnel having knowledge of the whereabouts and/or contents of the Books and Records, for legitimate non-competitive business reasonsreasons of the Seller, including such as the preparation of audited financial statements Tax Returns, or in order to comply with any reporting, disclosure, filing or other requirement imposed on the Seller or any of its Affiliates, or for use in any Action or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements. The Seller shall be entitled to make copies of such Books and Tax Returns and the defense of ProceedingsRecords at its request. Each Party The Buyer shall be entitled to recover its reasonable out-of-pocket costs (including copying costs) incurred in providing such Books and Records records and/or personnel to the other partySeller. The requesting party Seller shall hold in confidence for a period of two (2except as contemplated above, or as otherwise required by applicable Law and then only after giving the Buyer an opportunity to seek an appropriate remedy) years after the date of disclosure thereof all confidential information identified as so obtained from such by, Books and obtained after Records or otherwise from the Closing from, the disclosing partyBuyer, any of its officers, agents, representatives or employees; employees (all of which will be considered Inergy Information), provided, however, that information that (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 domain or employees; (iii) becomes known to the requesting party Seller from or through a third party not under an obligation of non-disclosure to the disclosing party; Buyer, the Company or (iv) is required by Law or regulation (any of any applicable stock or securities exchange or otherwise) or otherwise deems necessary and proper to disclose in connection with the filing, examination or defense of any Tax Return or other document required to be filed, Company’s Subsidiaries shall not be deemed to be confidential information. In addition, the Parties agree that confidential information may only be used for the purpose for which it was suppliedInergy Information.

Access to Records and Personnel. (a) From the date hereof until the earlier of the Closing or termination of this Agreement, upon reasonable notice, and subject to the Confidentiality Letter, the Seller Sellers shall cause the Retained MTC and each of its Subsidiaries and the Acquired Entities to (i) afford the Buyer and its representatives reasonable access to the senior managers of the Acquired Business MTC and its Subsidiaries and (ii) furnish to the representatives of the Buyer such additional financial and operating data and other material information regarding the Business (or copies thereof) as the Buyer may from time to time reasonably request; provided, however, that any such access or furnishing of information shall be conducted at the Buyer’s 's expense, during normal business hours, and in such a manner as not to interfere with the normal operations of the Business. Notwithstanding anything to the contrary in this Agreement, the Seller neither Sellers, MTC nor its Subsidiaries shall not be required to disclose any information to Buyer the Buyer, if such disclosure would (i) jeopardize any attorney-client or other legal privilege, (ii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof or hereof, (iiiii) disrupt or jeopardize any material customer or vendor relationship or (iviii) include Tax information pertaining to the Seller Sellers or its Affiliates their respective Affiliates, other than the Acquired Business (except for tax information pertaining to combined, consolidated, or uniform tax filings of Seller or MTC and its Affiliates that include any of the Acquired Entities)Subsidiaries. (b) From and after the Closing Date, the Parties shall, and the Buying Parties Buyer shall cause the Acquired Business MTC and its Subsidiaries to, retain all material the books, records, documents, instruments, accounts, correspondence, writings, evidences of title and other papers relating to the Acquired Business MTC and its Subsidiaries in their possession (the “Books and Records”"BOOKS AND RECORDS") for seven eight (7) 8) years or for such longer period as may be required by Law. (c) From and after the Closing Date, the Parties shall allow each other, and the Buyer shall cause the Acquired Business MTC and each of its Subsidiaries to allow the each Seller, its Affiliates and their respective representatives, reasonable access to the Books and Records and to personnel having knowledge of the whereabouts and/or contents of the Books and Records, for legitimate non-competitive business reasons, including the preparation of audited financial statements the Post-Closing Working Capital Statement and any Seller's Tax Returns and the defense of Proceedingsany Action. Each Party shall be entitled to recover its out-of-pocket costs (including copying costs) incurred in providing such Books and Records and/or personnel to the other partyParty, except with respect to information provided by Buyer, MTC and its Subsidiaries to Sellers in connection with the preparation of the Closing Balance Sheet and Working Capital Statement or any Seller's Tax Returns. The requesting party Party shall, and the Buyer shall cause MTC, each of its Subsidiaries and their Affiliates to hold in confidence for a period of two (2) years after the date of disclosure thereof all confidential information identified as such by, and obtained after the Closing from, the disclosing partyParty, any of its officers, agents, representatives or employees; provided, however, that information that (i) was in the public domain; (ii) was in fact known to the requesting party Party prior to disclosure by the disclosing partyParty, its officers, agents, representatives or employees; (iii) becomes known to the requesting party Party from or through a third party not under an obligation of non-disclosure to the disclosing partyParty; or (iv) Seller is required by Law or regulation (of any applicable stock or securities exchange or otherwise) or otherwise deems necessary and proper to disclose in connection with the filing, examination or defense of any Tax Return or other document required to be filed, shall not be deemed to be confidential information. In addition, the Parties agree that confidential information may only be used for the purpose for which it was supplied.