Common use of Covenants Regarding Information Clause in Contracts

Covenants Regarding Information. (a) From the date hereof through the Closing Date, the Companies shall, and shall cause the Enhanced Entities to, afford the Buyer and its Representatives reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours to the Representatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic), books and records of the Enhanced Entities, and shall furnish the Buyer with such financial, operating and other data and information as the Buyer may reasonably request (in each case, in a manner so as to not unreasonably interfere with the normal business operations of the Enhanced Entities). (b) On the Closing Date, the Companies shall deliver or cause to be delivered to the Buyer all original (and any and all copies of) agreements, documents, books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case relating to the business and operations of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to the Buyer all information that does not relate to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platform).

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, subject to the Companies shallConfidentiality Agreement, upon reasonable notice, the Seller shall and shall cause the Enhanced Entities Companies and their Subsidiaries to, afford the Buyer and its Representatives and the Financing Sources reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours to the Representatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic)facilities, books and records of the Enhanced EntitiesTS Business, and shall furnish the Buyer with such financial, operating and other data and information as the Buyer may reasonably request (request; provided, however, that any such access or furnishing of information shall be conducted at the Buyer’s expense, during normal business hours, under the supervision of the Seller’s personnel and in each case, in such a manner so as to not unreasonably to interfere with the normal business operations of the Enhanced Entities)TS Business. Notwithstanding anything to the contrary in this Agreement, none of the Seller, the Companies or any of their Subsidiaries shall be required to disclose any information to the Buyer or its Representatives or the Financing Sources if (i) such disclosure would jeopardize any attorney-client or other legal privilege, unless the Buyer agrees to enter into a joint defense agreement or other similar agreement that would reasonably be expected to preserve such privilege, (ii) such disclosure would contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof (provided, that the Seller shall use reasonable best efforts to obtain a consent from any applicable third-party to share such information) or (iii) such information relates to any consolidated, combined or unitary Return filed by the Seller, the Companies or any of their Affiliates or any of their respective predecessor entities. No information or knowledge obtained in any investigation by the Buyer or other information received by the Buyer pursuant to Section 5.3(a) shall operate as a wavier or be deemed to modify or otherwise affect any representation, warranty or agreement contained herein or in any Ancillary Agreement or certificate, document or other instrument delivered in connection herewith, the conditions to the obligations of the Parties to consummate the Closing in Article VI or otherwise prejudice in any way the rights and remedies of the Buyer hereunder, nor shall any such information, knowledge or investigation be deemed to affect or modify the Buyer’s reliance on the representations, warranties, covenants and agreements made by the Seller herein. (b) On In order to facilitate the resolution of any claims made against or incurred by the Seller (as such claims relate to the TS Business), for a period of seven years after the Closing, the Buyer shall (i) retain the books and records relating to the TS Business relating to periods prior to the Closing Dateand (ii) afford the Representatives of the Seller reasonable access (including the right to make, at the Seller’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the Buyer shall notify the Seller in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide the Seller the opportunity to copy such books and records in accordance with this Section 5.3(b). (c) In order to facilitate the resolution of any claims made against or incurred by the Buyer, the Companies or any of their Subsidiaries, for a period of seven years after the Closing, the Seller shall deliver or cause (i) retain the books and records relating to be the TS Business, the Companies and their Subsidiaries relating to periods prior to the Closing that shall not otherwise have been delivered to the Buyer all original and (and any and all copies ofii) agreementsupon reasonable notice, documentsafford the Representatives of the Buyer reasonable access (including the right to make, at the Buyer’s expense, photocopies), during normal business hours, to such books and records; provided, files and other informationhowever, and all computer disks, records, tapes and any other storage medium on which that the Seller shall notify the Buyer in writing at least 30 days in advance of destroying any such agreements, documents, books and records, files and other information is stored, in any such case relating records prior to the business and operations seventh anniversary of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or prior in order to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to provide the Buyer all information that does not relate the opportunity to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, copy such books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platformrecords in accordance with this Section 5.3(c).

Covenants Regarding Information. (a) From the date hereof through the earlier of the Closing DateDate and the termination of this Agreement pursuant to Section 9, the Companies shall, and Seller shall cause the Enhanced Entities to, afford the Buyer Purchaser and its Representatives reasonable access (subject to any applicable privileges (including for inspection attorney-client privilege), trade secrets, contractual confidentiality obligations and copyingapplicable Law) upon during reasonable notice, during normal business hours to the Purchased Assets and Seller’s Representatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic), books and records of relating to the Enhanced EntitiesSpecified Business and the Purchased Assets (excluding any information regarding Seller or its Affiliates’ employees), and shall furnish the Buyer Purchaser with such financial, operating and other data and information in connection with the Specified Business and the Purchased Assets as the Buyer Purchaser may reasonably request request; provided, however, that the auditors and independent accountants of Seller shall not be obligated to make any work papers available to any Person 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 reasonable acceptable to such auditors or independent accountants; provided, further, that Purchaser and Seller shall cooperate in good faith to develop substitute arrangements, to the extent reasonably possible, that do not result in the loss of such privilege or violation of such applicable Law; provided, further, that except as provided in Section 5.14, Purchaser will not (without Seller’s express written approval) contact or otherwise communicate with any of the Specified Business Employees; and provided further that any such access shall be conducted at Purchaser’s expense, under the supervision of appropriate personnel of Seller and its Affiliates and in each case, in such a manner so as to maintain the confidentiality of this Agreement and the transactions contemplated hereby in accordance with the terms hereof and not unreasonably to interfere with the normal business operations operation of the Enhanced Entities)business of Seller and its Affiliates. For so long as any applicable COVID-19 Measures are in effect, Seller and its Affiliates shall be permitted to provide access through virtual or other remote means. (b) On the Closing Date, the Companies Seller shall deliver or cause to be delivered to the Buyer all original (Purchaser access to and any and all copies of) agreements, documents, books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case relating to the business and operations of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any VDR containing the agreements contained therein and all other material written documentation within the Purchased Assets in its possession or control (such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Entitiesinformation, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to the Buyer all information that does not relate to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platformTransferred Information”).

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, the Companies upon reasonable advance written notice, Seller shall, and shall cause the Enhanced Entities its Affiliates to, (i) afford the Buyer Parties and its their Representatives reasonable access to (A) the Transferred Assets and assets licensed to Buyer under the Intellectual Property License Agreement, (B) senior manager level Business Employees and human resources Business Employees, (C) any of the Seller Parties’ employees that are not Business Employees, but which are significantly involved in, or have significant oversight over, the Business (including human resource functions for inspection the Business) or the Transferred Assets and copying(D) upon reasonable notice, during normal business hours to the Representatives, properties, offices, plants customers and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion distributors of the Companies, given the ongoing COVID-19 pandemic), books and records Business as may be reasonably necessary for Buyer to prepare for an orderly transition of the Enhanced EntitiesBusiness at the Closing, and shall (ii) furnish the Buyer with such financial, operating and other data and information to the extent relating exclusively to the Business, the Transferred Assets, the assets licensed to Buyer under the Intellectual Property License Agreement, or the Assumed Liabilities as the Buyer may reasonably request (request; provided, however, that Buyer shall pay its costs and expenses incurred in each caseconducting such review and reimburse Seller for its reasonable documented out-of-pocket costs and expenses incurred in facilitating such review, and such review shall be conducted during normal business hours, under the supervision of Seller’s personnel and in such a manner so as not unreasonably to interfere with the normal operations of the Seller Parties or the Business. (b) From the date of this Agreement until the Closing Date, Seller shall, on a weekly basis, promptly notify Buyer in writing of (i) any reduction or delays in supply commitments from suppliers and (ii) any supply shortages or other factors that cause, or are reasonably likely to cause, Inventory levels to be other than consistent with historic levels or insufficient to meet expected customer requirements consistent with past practice. (c) For a period of five years after the Closing or, if shorter, the applicable period specified in the Buyer Parties’ document retention policy, Buyer shall, and shall cause its Affiliates to, afford the Representatives of Seller reasonable access upon reasonable advance written notice (including the right to make photocopies), during normal business hours, to the senior manager level Transferred Employees and to its books and records to the extent relating exclusively to the Business, the Transferred Assets and the Assumed Liabilities as necessary to enable the Seller Parties to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Authority or stock exchange upon which Seller is listed; (ii) assert or defend any claims or allegations in any Action; or (iii) perform its obligations under this Agreement or the Ancillary Agreements; provided, however, that any such access shall be conducted at Seller’s expense and in such a manner as not to unreasonably interfere with the normal business operations of the Enhanced Entities). (b) On Buyer Parties or the Business. In order to facilitate the prosecution or protection of Intellectual Property Rights that are Excluded Assets and that have a Transferred Employee named as an inventor, or for any Actions where access to Transferred Employees is necessary, for a period of five years following the Closing Date, the Companies at Seller’s expense, Buyer shall deliver or cause to be delivered afford Seller and its Representatives reasonable access upon reasonable advance written notice, to the Buyer all original Transferred Employees that remain in its employ to execute any documents and take any other reasonable actions requested by Seller in connection with such Actions or such prosecution or protection of Intellectual Property Rights. (d) For a period of five years after the Closing or, if shorter, the applicable period specified in the Seller Parties’ document retention policy, the Seller Parties shall, and any and all copies ofshall cause their Affiliates to, (i) agreements, documents, retain the books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case records to the extent relating to the business and operations of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate Business relating to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or periods prior to the Closing Date permanently delete all such information from which shall not otherwise have been delivered to a Buyer Party in accordance with the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or terms of this Agreement and (ii) permanently delete upon reasonable advance written notice, afford the Representatives of Buyer reasonable access (including the right to make photocopies), during normal business hours, to such books and erase from such computer disksrecords to the extent relating to the Business, recordsthe Transferred Assets and the Assumed Liabilities as necessary to enable the Buyer Parties to: (A) comply with any reporting, tapes filing or other storage medium delivered requirements imposed by any Governmental Authority or stock exchange upon which Buyer is listed; (B) assert or defend any claims or allegations in any Action; or (C) perform its obligations under this Agreement or the Ancillary Agreements; provided, however, that any such access shall be conducted at Buyer’s expense and in such a manner as not to unreasonably interfere with the Buyer all information that does not relate to the normal business and operations of the Enhanced EntitiesSeller Parties. Following In order to facilitate the prosecution or protection of Transferred Intellectual Property that has an employee of the Seller Group that is not a Transferred Employee named as an inventor, or for any Actions where access to such employees is necessary, for a period of five years following the Closing Date, at Buyer’s expense, Seller shall afford Buyer and its Representatives reasonable access upon reasonable advance written notice, to such employees to execute any documents and take any other reasonable actions requested by Buyer in connection with such Actions or such prosecution or protection of Intellectual Property Rights. (e) Notwithstanding anything to the Sellers contrary in this Agreement, neither the Seller Parties nor the Buyer Parties shall not retain in their possession be required to provide access to any information to the other party or under their controlits Representatives if Seller or Buyer, as the case may be, determines, in its reasonable discretion as to itself or any formof its Affiliates, that (i) such access would jeopardize any agreements, documents, books and records, files attorney-client or other informationlegal privilege, (ii) such access would contravene any applicable Laws, fiduciary duty or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of the Target Entities binding agreement (including any personal confidentiality agreement) entered into prior to the date hereof, (iii) the information to be accessed is pertinent to any Action in which a member of the Seller Group, on the one hand, and Buyer or any of its Affiliates, on the other hand, are engaged, (iv) the information stored on to be accessed should not be disclosed due to its competitively sensitive nature, or (v) the information to be accessed relates to any media consolidated, combined or unitary Return filed by such party or any employees of any Target Entity)its respective predecessor entities. Notwithstanding the foregoing, including each of the parties agrees to cooperate in good faith and use its commercially reasonable efforts to mitigate the foregoing restrictions to allow disclosure of such information without causing any of the foregoing that is stored on any server consequences described in clauses (i), (ii) or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platformiv).

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, upon reasonable notice, the Companies shall, and Seller shall cause the Enhanced Entities to, afford the Buyer and its Representatives reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours to the Representatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic)facilities, books and records of to the Enhanced Entitiesextent relating to the Business, the Transferred Assets or the Assumed Liabilities and shall furnish the Buyer with such financial, operating and other data and information to the extent relating to the Business as the Buyer may reasonably request (request; provided, however, that any such access or furnishing of information shall be conducted at the Buyer’s expense, during normal business hours, under the supervision of the Seller’s personnel and in each case, in such a manner so as to not unreasonably to interfere with the normal business operations of the Enhanced Entities)Seller and the Business. Notwithstanding anything to the contrary in this Agreement, the Seller shall not be required to disclose any information to the Buyer or its Representatives if such disclosure would, in the Seller’s reasonable discretion, (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) relate to any consolidated, combined or unitary Return filed by the Seller or any Affiliate thereof or any of their respective predecessor entities. (b) On In order to facilitate the resolution of any claims made by or against or incurred by the Seller (as it relates to the Business), other than any claim by or against the Buyer, for a period of seven (7) years after the Closing, the Buyer shall (i) retain the books and records relating to the Business relating to periods prior to the Closing, (ii) upon reasonable notice, afford the Representatives of the Seller reasonable access (including the right to make, at the Seller’s expense, photocopies), during normal business hours, to such books and records that relate to the Business for periods prior to the Closing, and (iii) furnish the Seller and its Representatives reasonable assistance (at the Seller’s expense), including access to personnel, in connection with any such claims and other proceedings; provided, that such access shall be granted until the later of seven (7) years following the Closing and the expiration date of the applicable statute of limitations with respect to Tax matters. Notwithstanding the foregoing, nothing herein shall limit the ability of the Buyer to destroy any books and records pursuant to the Buyer’s general internal document retention policies; provided, that the Buyer shall notify the Seller in writing at least thirty (30) days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide the Seller the opportunity to copy such books and records in accordance with this Section 5.2(b). Following the Closing, the Buyer shall furnish the Seller, its Affiliates and their respective Representatives reasonable assistance (at the Seller’s expense), including access to personnel, in connection with the maintenance of information technology services provided to Affiliates of the Seller by Business Employees and the transition of such services to employees or contractors of such Affiliates within ninety (90) days following the Closing Date. (c) In order to facilitate the resolution of any Actions or claims made by or against or incurred by the Buyer, other than any claim by or against the Seller, for a period of seven (7) years after the Closing, the Companies Seller shall deliver or cause to be delivered to (i) retain the Buyer all original (and any and all copies of) agreements, documents, books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case records relating to the business and operations of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate Business relating to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or periods prior to the Closing Date permanently delete all such information from which shall not otherwise have been delivered to the existing computer disksBuyer, records, tapes or other storage medium that is retained by the Sellers or (ii) permanently delete upon reasonable notice, afford the Representatives of the Buyer reasonable access (including the right to make, at the Buyer’s expense, photocopies), during normal business hours, to such books and erase from such computer disksrecords that relate to the Business, records, tapes the Transferred Assets or other storage medium the Assumed Liabilities for periods prior to the Closing and which shall not otherwise have been delivered to the Buyer, and (iii) furnish the Buyer all information that does not relate to and its Representatives reasonable assistance (at the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target EntityBuyer’s expense), including access to personnel, in connection with any such claims and other proceedings; provided, that such access shall be granted until the later of seven (7) years following the Closing and the expiration date of the foregoing that is stored on any server or other storage media maintained by a third party on behalf applicable statute of limitations with respect to Tax matters. Notwithstanding the foregoing, nothing herein shall limit the ability of the Sellers Seller to destroy any books and records pursuant to the Seller’s general internal document retention policies; provided, that the Seller shall notify the Buyer in writing at least thirty (including 30) days in advance of destroying any “cloud” storage platformsuch books and records prior to the seventh anniversary of the Closing Date in order to provide the Buyer the opportunity to copy such books and records in accordance with this Section 5.2(c).

Covenants Regarding Information. (a) From the date hereof through Effective Date until the earlier of the termination of this Agreement pursuant to Section 9.1 and the Closing Date, and subject to applicable Law and the Companies shallConfidentiality Agreement, and shall cause the Enhanced Entities to, Company will afford the Buyer and its Representatives reasonable access (including for inspection and copyingcopying at Buyer’s expense) at all reasonable times, upon reasonable prior written notice, during normal business hours to the RepresentativesCompany’s assets, propertiesthe Owned Real Property and the Company’s on-site office at the Owned Real Property, offices, plants and other facilities (but in each case relating solely to the extent necessary Company’s assets or the Business (provided that the Company or its Representatives will have the right to accompany Buyer and advisable, its Representatives in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemicconnection with any such access), books and records of the Enhanced Entities, and shall will furnish the Buyer with such financial, operating and other data and information relating to the Company’s assets or the Business as the Buyer may reasonably request request, excluding, however, (i) internal documentation related to the negotiation of this Agreement and the Transactions (other than the due diligence items), (ii) privileged communications with internal or external attorneys, attorney work product, documentation and information, including any such items, communications or documentation relating to the Specified Litigations (other than any documents provided in each caseaccordance with Section 10.25), in a manner so as and (iii) documentation and information relating to not unreasonably interfere with the normal business Affiliate Arrangements or any other operations of any Affiliates of the Enhanced EntitiesCompany (such documentation and other items and communications described in clauses (i) through (iii) above, “Excluded Documentation”). (b) On the Closing Date, the Companies shall Seller will deliver or cause to be delivered to Buyer or the Buyer Company all such original (and any and all or complete copies ofof original) agreements, documents, books and records, records and files and other information, and all stored on computer disks, records, disks or tapes and or any other storage medium in the possession of Seller solely relating to the Business (it being understood that any such agreements, documents, books, records and files that are in the possession of the Company at the Closing will be deemed to have been delivered), other than, except as otherwise provided in this Agreement or the Ancillary Agreements, Excluded Documentation. Beginning on which any the Closing Date and for the next five (5) years, on reasonable notice by Seller, Buyer will, and will cause the Company to, afford Seller (and its Representatives) reasonable access (including the right to, with the consent of Buyer, not to be unreasonably withheld, conditioned, or delayed, make copies, at Seller’s expense) to such agreements, documents, books and records, files and records (other information is stored, in than any such case relating to the business and operations of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium Excluded Documentation that is retained by the Sellers Company or (iitransferred to Buyer) permanently delete and erase from such computer disksfor reasonable business purposes as determined in Seller’s good faith judgment, records, tapes or other storage medium delivered including in connection with any purchase price adjustment pursuant to Section 1.5 prior to the Buyer all information that does not relate to the business and operations of the Enhanced Entities. Following the Closing Determination Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platform).

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, upon reasonable notice, the Companies shall, and Seller shall cause the Enhanced Entities to, afford the Buyer and its Representatives reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours to the Representatives, properties, offices, plants and other facilities facilities, Business Books and Records (but solely to the extent necessary and advisable, including in the reasonable discretion respect of the Companies, given the ongoing COVID-19 pandemicTaxes), books and records of the Enhanced Entities, and shall to furnish the Buyer and its Representatives with such financial, operating and other data and information as the Buyer they may reasonably request (request, including financial, operating and other data and information related to the Business; provided, however, that any such access or furnishing of information shall be conducted at the Buyer’s expense, during normal business hours, under the supervision of the Seller’s personnel and in each case, in such a manner so as to not unreasonably to interfere with the normal business operations of the Enhanced Entities)Business. Notwithstanding anything to the contrary in this Agreement, the Seller shall not be required to disclose any information to the Buyer or its Representatives if such disclosure would, in the Seller’s good faith determination, (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) require disclosure of any information related to any consolidated, combined or unitary Return filed by the Seller or any of its Affiliates thereof or any of their respective predecessor entities or any other financial information unrelated to the Business; provided, that with respect to any information that is subject to applicable privileges or contractual confidentiality obligations, the Seller shall have used its commercially reasonable efforts to disclose such information in a way that would not waive such privilege or breach any such obligation; provided, further, that in the event that the Seller does not provide access or information in reliance on the preceding clauses, the Seller shall use its commercially reasonable efforts to communicate, to the extent feasible, the applicable information in a way that would not violate any such privilege or obligation or risk waiver of such privilege. (b) On In order to facilitate the Closing Date, resolution of any claims made against or incurred by the Companies shall deliver or cause to be delivered to the Buyer all original Seller (and any and all copies of) agreements, documents, books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any as such agreements, documents, books and records, files and other information is stored, in any such case relating to the business and operations of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not claims relate to the business and operations Business), for a period of seven years after the Enhanced EntitiesClosing, the Enhanced Entities Buyer shall either (i) transfer a complete copy of retain the information stored thereon that relates Business Books and Records relating to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or periods prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or and (ii) permanently delete afford the Representatives of the Seller reasonable access (including the right to make, at the Seller’s expense, photocopies), during normal business hours, to such Business Books and erase from Records; provided, however, that the Buyer shall notify the Seller in writing at least 30 days in advance of destroying any such computer disksbooks and records prior to the seventh anniversary of the Closing Date in order to provide the Seller the opportunity to copy such books and records in accordance with this Section 5.2(b). (c) In order to facilitate the resolution of any claims made against or incurred by the Buyer (as such claims relate to the Business), recordsfor a period of seven years after the Closing, tapes or other storage medium delivered the Seller shall (i) retain the Business Books and Records relating to periods prior to the Closing that shall not otherwise have been transferred to the Buyer all information that does not relate to at the business Closing and operations (ii) upon reasonable notice, afford the Representatives of the Enhanced Entities. Following Buyer reasonable access (including the Closing Dateright to make, at the Sellers shall not retain in their possession or under their controlBuyer’s expense, in any formphotocopies), any agreementsduring normal business hours, documents, to such books and records; provided, files or other informationhowever, or that the Seller shall notify the Buyer in writing at least 30 days in advance of destroying any computer disks, records, tapes or any other storage medium that contains any agreements, documents, such books and records, files and other information, relating records prior to the business and operations seventh anniversary of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of Closing Date in order to provide the foregoing that is stored on any server or other storage media maintained by a third party on behalf of Buyer the Sellers (including any “cloud” storage platformopportunity to copy such books and records in accordance with this Section 5.2(c).

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, the Companies shall, and shall cause the Enhanced Entities to, afford the Buyer and its Representatives reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours the Earthbound Group shall afford Buyer and its representatives reasonable access to the Representativesrepresentatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic)facilities, books and records of the Enhanced EntitiesEarthbound Group, and shall furnish the Buyer with such financial, operating and other data and information as the Buyer may reasonably request (including reasonably cooperating with Buyer and promptly providing Buyer with such financial, operating and other data and information in each caseconnection with Buyer’s obtaining the R&W Insurance Policy with the highest benefits to Buyer up to the R&W Insurance Amount with the least exclusions from coverage and being reasonably available to attend conference calls with the provider under the R&W Insurance Policy; provided, for the avoidance of doubt, that in no event shall the obtainment of the R&W Insurance Policy be a condition to Closing); provided, however, that any third-party costs of such access or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, under the supervision of the Earthbound Group’s personnel and in such a manner so as to not unreasonably to interfere with the normal business operations of the Enhanced EntitiesEarthbound Group. Solely with respect to this Section 7.2(a) and without limiting the other provisions of this Agreement (including the representations and warranties and indemnity provisions and Buyer’s rights thereunder), no member of the Earthbound Group shall be required to disclose any information to Buyer or its representatives if such disclosure would, in the opinion of counsel to the Earthbound Group, (i) jeopardize any attorney-client or other legal privilege, (ii) conflict with any material confidentiality obligations by which any member of the Earthbound Group is bound, or (iii) contravene any applicable Law, fiduciary duty or material binding agreement entered into prior to the date hereof, provided, however, that the Earthbound Group shall use commercially reasonable efforts to keep Buyer reasonably informed to the maximum extent possible on a prompt basis with respect to any matters that it is not permitted to disclose to Buyer under this sentence of Section 7.2(a). From the date hereof until the Closing Date, upon reasonable notice, the Earthbound Group shall reasonably cooperate with Buyer in originating and facilitating contact with customers, suppliers and employees of the Earthbound Group; provided that a representative of the Earthbound Group shall be permitted to attend such conferences or meetings and no such conference or meeting shall occur without a representative of the Earthbound Group present unless the Sellers’ Representative has provided its consent to such conference or meeting without a representative of the Earthbound Group in writing. Notwithstanding anything to the contrary in this Agreement, prior to the Closing, without the prior written consent of the Earthbound Group, which may be withheld in its sole discretion, Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Earthbound Group. (b) On In order to facilitate the resolution of any claims made against or incurred by the Earthbound Holders (as they relate to the Earthbound Group), for a period of five (5) years after the Closing Date, the Companies Earthbound Group shall deliver or cause to be delivered to (i) retain the Buyer all original (and any and all copies of) agreements, documents, books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case records relating to the business and operations of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate Earthbound Group relating to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or periods prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or and (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to afford the Buyer all information that does not relate to the business and operations representatives of the Enhanced Entities. Following Earthbound Holders reasonable access (including the Closing Dateright to make, at the Sellers shall not retain in their possession or under their controlapplicable Earthbound Holder’s expense, in any formphotocopies), any agreementsduring normal business hours, documents, to such books and records; provided, files or other informationhowever, or that the Earthbound Group shall notify the Earthbound Holders in writing at least thirty (30) days in advance of destroying any computer disks, records, tapes or any other storage medium that contains any agreements, documents, such books and records, files and other information, relating to records on or after the business and operations fifth (5th) anniversary of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of Closing Date in order to provide the foregoing that is stored on any server or other storage media maintained by a third party on behalf of Earthbound Holders the Sellers (including any “cloud” storage platformopportunity to copy such books and records in accordance with this Section 7.2(b).

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, upon reasonable notice, the Companies shall, and Sellers shall cause the Enhanced Entities to, afford the Buyer and its Representatives officers, employees, agents, accountants, advisors, bankers and other representatives (collectively, “Representatives”) reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours to the Representatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic)facilities, books and records of the Enhanced EntitiesSellers and the SLP Subsidiary that are included in the Transferred Assets, and shall furnish the Buyer with such financial, operating and other data and information to the extent relating primarily to the Business as the Buyer may reasonably request (but shall not provide further updated carve-out financials); provided, however, that any such access or furnishing of information shall be conducted at the Buyer’s expense, during normal business hours, under the supervision of the Sellers’ personnel and in each casesuch a manner as not to unreasonably interfere with the normal operations of the Sellers and the Business. Notwithstanding anything to the contrary in this Agreement, the Sellers shall not be required to disclose any information to the Buyer or its Representatives or provide access to such information if such disclosure would, in the Sellers’ reasonable discretion, (i) cause any attorney-client or other legal privilege of the Sellers to be waived, (ii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof; provided that notwithstanding this clause (ii), the Sellers shall provide the Buyer with copies of all Contracts which are Transferred Assets or SLP Subsidiary Assets hereunder, or (iii) include any consolidated, combined or unitary Tax Return filed by a Seller or any Affiliate thereof or any of their respective predecessor entities. (b) In order to facilitate the resolution of any claims made against or incurred by the Sellers (as it relates to the Business), for a period of seven years after the Closing or, if shorter, the applicable period specified in the Buyer’s document retention policy, the Buyer shall (i) retain the books and records relating to the Business relating to periods prior to the Closing and (ii) afford the Representatives of the Sellers reasonable access (including the right to make, at the Sellers’ expense, photocopies), during normal business hours and in a manner so as to that does not unreasonably interfere with the normal business operations Buyer’s business, to such books and records; provided, however, that the Buyer shall notify the Sellers in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Enhanced EntitiesClosing Date in order to provide the Sellers the opportunity to copy such books and records in accordance with this Section 5.2(b). Notwithstanding the foregoing, the Buyer shall not be required by this Section 5.2(b) to allow the Sellers access to any information that would require the Buyer to waive the attorney-client or other similar privilege or any information that would otherwise be prohibited by Law. (bc) On In order to facilitate the resolution of any claims made against or incurred by the Buyer, for a period of seven years after the Closing Dateor, if shorter, the Companies applicable period specified in the Sellers’ document retention policy, the Sellers shall deliver or cause (i) retain the books and records relating to be the Business relating to periods prior to the Closing which shall not otherwise have been delivered to the Buyer all original and (ii) upon reasonable notice, afford the Representatives of the Buyer reasonable access (including the right to make, at the Buyer’s expense, photocopies), during normal business hours and any and all copies of) agreementsin a manner that does not unreasonably interfere with the Sellers’ business, documents, to such books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case records to the extent relating to the business and operations Business; provided, however, that the Sellers shall notify the Buyer in writing at least 30 days in advance of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If destroying any such computer disks, records, tapes or other storage medium contain information that does not relate books and records prior to the business and operations seventh anniversary of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date in order to provide the Buyer the opportunity to copy such books and on or prior records in accordance with this Section 5.2(c). Notwithstanding the foregoing, the Buyer shall not be required by this Section 5.2(c) to allow the Closing Date permanently delete all such Sellers access to any information from that would require the existing computer disks, records, tapes Buyer to waive the attorney-client or other storage medium that is retained by the Sellers similar privilege or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to the Buyer all any information that does not relate to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of the Target Entities (including any personal or other information stored on any media would otherwise be prohibited by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platform)Law.

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, upon reasonable request, the Endo Companies shall, and shall cause the Enhanced Entities to, afford the Buyer Buyers and its their Representatives reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours to all of the Representatives, properties, offices, plants offices and other facilities facilities, Books and Records (but solely including Tax records, documents and materials related to any Regulatory Approvals, Product Approvals, and Transaction Steps and the extent necessary and advisable, in the reasonable discretion consummation thereof) of the Endo Companies, given the ongoing COVID-19 pandemic), books and records of the Enhanced Entities, and shall furnish the Buyer Buyers and their Representatives with such financial, operating and other data and information information, and provide reasonable access, upon reasonable request, to all the officers, key employees, accountants and other Representatives of the Endo Companies as the Buyer Buyers may reasonably request (request. Notwithstanding anything to the contrary in each casethis Agreement, the Endo Companies shall not be required to disclose any information to the Buyers or their Representatives if such disclosure would reasonably be expected to adversely affect any attorney-client or other legal privilege or contravene any applicable Laws; provided that the Endo Companies shall use commercially reasonable efforts to provide a reasonable alternative means of accessing any such information in a manner so as to that would not unreasonably interfere with result in the normal business operations waiver of the Enhanced Entities)any legal privilege or violation of applicable Laws. (b) On the Closing Date, the Companies shall deliver or cause to be delivered to the Buyer all original (and any and all copies of) agreements, documents, books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case relating to the business and operations of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on After the Closing Date and on or prior until the end of the Wind-Down Period, upon reasonable request, the Endo Companies shall afford the Buyers and their Representatives reasonable access during normal business hours to the Closing Date permanently delete all such information from the existing computer disks, Books and Records (including Tax records, tapes or other storage medium that is retained by Regulatory Approvals and Product Approvals) of the Sellers or (ii) permanently delete Endo Companies and erase from such computer disks, records, tapes or other storage medium delivered the Buyers shall afford the Endo Companies and their respective Representatives reasonable access during normal business hours to the Buyer all information that does not relate to the business Books and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platform)Records.

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, upon reasonable notice, the Companies Seller shall, and shall cause the Enhanced Entities EMS Brazil to, afford the Buyer and its Representatives officers, employees, agents, accountants, advisors, bankers and other representatives (collectively, “Representatives”) reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours to the Representatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic)facilities, books and records of the Enhanced EntitiesSeller and EMS Brazil relating primarily to the Business, and shall furnish the Buyer with such financial, operating and other data and information to the extent relating primarily to the Business as the Buyer may reasonably request (request; provided, however, that any such access or furnishing of information shall be conducted at the Buyer’s expense, during normal business hours, under the supervision of the Seller’s personnel and in each case, in such a manner so as to not unreasonably to interfere with the normal business operations of the Enhanced Entities)Seller, EMS Brazil and the Business. Notwithstanding anything to the contrary in this Agreement, the Seller shall not be required to disclose any information to the Buyer or its Representatives if such disclosure would, in the Seller’s reasonable discretion after consultation with counsel, (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) relate to any consolidated, combined or unitary Tax Return filed by the Seller or any Affiliate thereof or any of their respective predecessor entities; provided, however, that the Seller shall disclose to the Buyer the general nature of any such information that is excluded from disclosure and the reason therefor. (b) On In order to facilitate the resolution of any claims made against or incurred by the Seller (as it relates to the Business), for a period of seven years after the Closing Dateor, if shorter, the Companies applicable period specified in the Buyer’s document retention policy, the Buyer shall deliver (i) retain the books and records relating to the Business relating to periods prior to the Closing and (ii) afford the Representatives of the Seller reasonable access (including the right to make, at the Seller’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the Buyer shall notify the Seller in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide the Seller the opportunity to copy such books and records in accordance with this Section 5.2(b). (c) In order to facilitate the resolution of any claims made against or cause incurred by the Buyer or EMS Brazil, for a period of seven years after the Closing or, if shorter, the applicable period specified in the Seller’s document retention policy, the Seller shall (i) retain the books and records relating to be the Business relating to periods prior to the Closing which shall not otherwise have been delivered to the Buyer all original and (and any and all copies ofii) agreementsupon reasonable notice, documentsafford the Representatives of the Buyer reasonable access (including the right to make, at the Buyer’s expense, photocopies), during normal business hours, to such books and recordsrecords to the extent relating primarily to the Business; provided, files and other informationhowever, and all computer disks, records, tapes and any other storage medium on which that the Seller shall notify the Buyer in writing at least 30 days in advance of destroying any such agreements, documents, books and records, files and other information is stored, in any such case relating records prior to the business and operations seventh anniversary of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or prior in order to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to provide the Buyer all information that does not relate the opportunity to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, copy such books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platformrecords in accordance with this Section 5.2(c).

Covenants Regarding Information. (ai) From the date hereof through until the Closing Date, the Companies shall, and shall cause the Enhanced Entities to, afford the Buyer and its Representatives reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours the Seller shall afford the Representatives of the Buyer reasonable access to the Representatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic)facilities, books and records of the Enhanced EntitiesSeller relating substantially to the Business, and shall furnish the Buyer with such financial, operating and other data and information to the extent relating substantially to the Business as the Buyer may reasonably request (request; provided, however, that any such access or furnishing of information shall be conducted at the Buyer’s expense, during normal business hours, under the supervision of the Seller’s personnel and in each case, in such a manner so as to not unreasonably to interfere with the normal business operations of the Enhanced Entities)Seller and the Business. Notwithstanding anything to the contrary in this Agreement, the Seller shall not be required to disclose any information to the Buyer or its Representatives if such disclosure would (A) jeopardize any attorney-client or other legal privilege, (B) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof or (C) relate to any consolidated, combined or unitary Return filed by the Seller or any Affiliate thereof or any of their respective predecessor entities. (bii) On In order to facilitate the resolution of any claims made against or incurred by a Seller Entity, for a period of seven (7) years after the Closing Date or, if shorter, the applicable period specified in the Buyer’s document retention policy, the Buyer shall (A) retain the books and records relating to the Business relating to periods prior to the Closing and (B) afford the Representatives of the Seller reasonable access (including the right to make photocopies), during normal business hours, to such books and records; provided, however, that the Buyer shall notify the Seller in writing at least thirty (30) days in advance of destroying any such books and records prior to the seventh (7th) anniversary of the Closing Date in order to provide the Seller the opportunity to copy such books and records in accordance with this Section 5(b)(ii). Upon notice given by the Seller prior to sixty (60) days after the seventh (7th) anniversary of the Closing Date, the Companies Seller shall deliver have the right, upon reasonable prior written notice to the Buyer, to copy (at Seller’s expense) any or cause all of such books and records in accordance with this Section 5(b)(ii) if retention is required in connection with any claims made against or incurred by a Seller Entity. (iii) In order to be facilitate the resolution of any claims made against or incurred by the Buyer, for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the Seller’s document retention policy, the Seller Entities shall (A) retain the books and records relating to the Business relating to periods prior to the Closing which shall not otherwise have been delivered to the Buyer all original and (and any and all copies ofB) agreementsupon reasonable notice, documentsafford the Representatives of the Buyer reasonable access (including the right to make photocopies), during normal business hours, to such books and recordsrecords to the extent relating exclusively to the Business; provided, files and other informationhowever, and all computer disks, records, tapes and any other storage medium on which that the Seller shall notify the Buyer in writing at least thirty (30) days in advance of destroying any such agreements, documents, books and records, files and other information is stored, in any such case relating records prior to the business and operations seventh (7th) anniversary of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date in order to provide the Buyer the opportunity to copy such books and on or records in accordance with this Section 5(b)(iii). Upon notice given by the Buyer prior to sixty (60) days after the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or seventh (ii7th) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to the Buyer all information that does not relate to the business and operations anniversary of the Enhanced Entities. Following the Closing Date, the Sellers Buyer shall not retain in their possession have the right, upon reasonable prior written notice to the Seller, to copy (at Buyer’s expense) any or under their control, in any form, any agreements, documents, all of such books and records, files records in accordance with this Section 5(b)(iii) if retention is required in connection with any claims made against or other information, incurred by the Buyer or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platform)its Affiliates.

Covenants Regarding Information. (a) From the date hereof through the Closing Date, the Companies Seller shall, and shall cause the Enhanced Entities its Affiliates to, afford the Buyer and its Representatives reasonable access (including for inspection and copying) at all reasonable times and upon reasonable notice, during normal business hours prior notice to the Purchased Assets and the Seller’s Representatives, properties, offices, plants and other facilities (but solely to the extent necessary facilities, and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic), books and records of relating to the Enhanced EntitiesBusiness and the Purchased Assets, and shall furnish the Buyer with (i) unaudited monthly financial statements for the month of the date of the Agreement and for each subsequent month thereafter through the month of the Closing, in each case promptly (and in any event no later than five Business Days) following the end of each such month and (ii) such financial, operating and other data and information in connection with the Business and the Purchased Assets as the Buyer may reasonably request (in each caserequest; provided, in that until the Closing Date, the Seller shall not be required to provide access to or furnish any information if doing so would violate applicable Law, or where such access to information would involve the waiver of an attorney-client privilege so long as the Seller has taken all reasonable steps to permit inspection of or to disclose such information on a manner so basis that does not violate applicable Law or compromise the Seller’s privilege with respect thereto, including by disclosing such information to external counsel to the Buyer to the extent required to comply with applicable Law or maintain such privilege, as to not unreasonably interfere with the normal business operations of the Enhanced Entities)applicable. (b) On the Closing Date, the Companies Seller shall deliver or cause to be delivered to the Buyer all original (and any and all copies of) agreements, documents, books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case case, relating to the business and operations of Business or the Enhanced Entities that are in the possession of or under the control of the Enhanced EntitiesPurchased Assets. If any such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of Business or the Enhanced EntitiesPurchased Assets, the Enhanced Entities Seller shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of Business or the Enhanced Entities Purchased Assets onto storage media that is delivered to the Buyer on the Closing Date and on or prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers Seller or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to the Buyer all information that does not relate to the business and operations of Business or the Enhanced EntitiesPurchased Assets. Following the Closing Date, the Sellers Seller shall not retain in their its possession or under their its control, in any form, any agreements, documents, books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of Business or the Target Entities Purchased Assets (including any personal or other information stored on any media by any employees of any Target EntityTransferring Employees), including any of the foregoing that is stored on any server or other storage media maintained by a third third-party on behalf of the Sellers Seller (including any “cloud” storage platform). If, notwithstanding the foregoing, the Seller discovers following the Closing Date that it is in possession of or has under its control any such items, the Seller shall (x) deliver to the Buyer any such items and (y) thereafter permanently delete and erase all such information (including all copies thereof) in its possession or under its control as soon as reasonably practicable. (c) In order to facilitate the resolution of any claims made by or against or incurred by the Buyer after the Closing or for any other reasonable purpose, for a period of seven years following the Closing, the Seller shall: (i) retain all books, documents, information, data, files and other records of the Seller that relate to the Business, the Purchased Assets or the Assumed Liabilities for periods prior to the Closing and which shall not otherwise have been delivered to the Buyer; (ii) upon reasonable notice, afford the Buyer and its Representatives reasonable access (including for inspection and copying, at the Buyer’s expense), during normal business hours, to such books, documents, information, data, files and other records, including in connection with claims, proceedings, actions, investigations, audits and other regulatory or legal proceedings involving or relating to the Business, the Purchased Assets or the Assumed Liabilities; and (iii) furnish the Buyer and its Representatives reasonable assistance (at the Buyer’s expense), including access to personnel, in connection with any such claims and other proceedings; provided, that such access shall be granted until the later of seven years following the Closing and the expiration date of the applicable statute of limitations with respect to tax matters. The Seller shall permit, promptly upon reasonable request, the Buyer and its Representatives to use original copies of any such records for purposes of litigation; provided, that such records shall promptly be returned to the Seller following such use. The Seller shall not destroy any such books and records without providing the Buyer with written notice detailing the contents of such books and records, and providing the Buyer with the opportunity to obtain such books and records, at least 90 days prior to the destruction thereof.

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, upon reasonable notice, the Companies shall, Seller and its Subsidiaries shall cause the Enhanced Entities to, (i) afford the Buyer and its Representatives and Designees, reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours to the Representatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic), books and records of the Enhanced EntitiesTargets and the Selling Entities related to the Targets, and shall (ii) furnish the Buyer with such financial, operating and other data and information as the Buyer may reasonably request and (iii) furnish the Representatives usual and customary “management representation letters” to a firm of certified public accountants necessary for completion of an independent audit of the Target (it being understood that with respect to the Hotel Level Data, such letter shall rely on an equivalent letter from the Hotel’s manager); provided, however, that any such access or furnishing of information shall be conducted at the Buyer’s expense, during normal business hours upon reasonable notice, under the supervision of the Seller’s personnel and in each case, in such a manner so as to not unreasonably interfere with the normal business operations of the Enhanced Entities)Seller. Notwithstanding anything to the contrary in this Agreement, neither the Seller nor any of its Subsidiaries shall be required to disclose any information to the Buyer or its Representatives if such disclosure would, (A) in the Seller’s sole discretion, jeopardize any attorney-client privilege or any work-product privilege or (B) contravene any duty imposed by applicable Laws. (b) On The Seller hereby consents to the Buyer (or its Designees) engaging, at the Buyer’s or its Designee’s expense, the independent registered public accounting firm that audited, reviewed or otherwise advised the Seller regarding the financial statements of any Target to audit such financial statements for periods preceding the Closing DateDate and to access the audit work papers relating to such prior period. The Seller shall also cooperate with the Buyer in responding to reasonable requests for other information relating to such financial statements. (c) For a period of seven (7) years after the Closing or, if shorter, the Companies applicable period specified in the Buyer’s document retention policy, the Buyer shall deliver or shall cause its Designees, as applicable to be (i) retain the books and records relating to the Hotels, the Property or the Intellectual Property relating to periods prior to the Closing and (ii) afford the Representatives of the Seller reasonable access (including the right to make, at the Seller’s expense, photocopies), during normal business hours upon reasonable notice, to such books and records wherever located in order to allow the Seller to fulfill any pre-existing contractual obligation which is binding upon the Seller and disclosed to the Buyer or requirement of any Law or to defend any claim (other than a claim by an Indemnified Party), including any litigation (civil, criminal or otherwise), governmental investigation, tax audit or insurance claim. (d) For a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the Seller’s document retention policy, with respect to any documents not previously delivered to the Buyer, the Seller shall (i) retain the books and records relating to the Seller Level Data with respect to the Targets, Hotels, Leased Real Property, Owned Real Property, Personal Property or Intellectual Property relating to periods prior to the Closing to the extent not delivered to the Buyer all original (and any and all copies of) agreements, documents, books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case relating to the business and operations of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on at the Closing Date and on or prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or (ii) permanently delete afford the Representatives of the Buyer reasonable access (including the right to make, at the Buyer’s expense, photocopies), during normal business hours upon reasonable notice, to such books and erase from such computer disks, records, tapes records wherever located in order to allow the Buyer to fulfill any pre-existing contractual obligation or other storage medium delivered requirement which is binding on the Buyer and disclosed to the Buyer all information that does not relate to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession Seller or under their control, in any form, any agreements, documents, books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees requirement of any Target EntityLaw or to defend any claim (other than a claim by an Indemnified Party), including any of the foregoing that is stored on any server litigation (civil, criminal or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platformotherwise), governmental investigation, tax audit or insurance claim.

Covenants Regarding Information. (a) From the date hereof through of the Original Agreement until the Closing Date, the Companies shall, and shall cause the Enhanced Entities to, afford the Buyer and its Representatives reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours the Company and its Subsidiaries shall afford the Acquiror and its officers, employees, agents, accountants, advisors, bankers and other representatives (collectively, “Representatives”) reasonable access to the Representatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic)facilities, books and records of the Enhanced EntitiesCompany and each of its Subsidiaries, and shall furnish the Buyer Acquiror with such financial, operating and other data and information as the Buyer Acquiror may reasonably request (request; provided, however, that any such access or furnishing of information shall be conducted during normal business hours, under the supervision of the Company’s personnel and in each case, in such a manner so as to not unreasonably to interfere with the normal business operations of the Enhanced Entities)Company and its Subsidiaries. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Subsidiaries shall be required to disclose any information to the Acquiror or its Representatives if such disclosure would, in the Company’s reasonable discretion, (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date of the Original Agreement; provided, however, that the Company and its Subsidiaries shall use commercially reasonable efforts to provide such information in a manner that will not jeopardize such privilege or contravene any Law, duty or agreement. (b) On In connection with, among other things, any insurance claims by, legal proceedings against or governmental investigations of the Stockholders (as they relate to the Company and its Subsidiaries), for a period of seven (7) years after the Closing Dateor, if shorter, the Companies applicable period specified in the Company’s document retention policy, the Company shall deliver or cause to be delivered to (i) retain the Buyer all original (and any and all copies of) agreements, documents, books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case records relating to the business Company and operations of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate its Subsidiaries relating to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or periods prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or and (ii) permanently delete and erase from such computer disksprovided that the Stockholders execute a customary confidentiality agreement, records, tapes or other storage medium delivered to afford the Buyer all information that does not relate to the business and operations Representatives of the Enhanced Entities. Following Stockholders reasonable access (including the Closing Dateright to make, at the Sellers shall not retain in their possession or under their controlapplicable Stockholder’s expense, in any formphotocopies), any agreementsduring normal business hours, documents, to such books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platform).

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, upon reasonable notice and subject to the Companies shallapproval of the President or Chief Financial Officer of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Construction Company, and LLC (“WCC”), the Acquired Company Entities shall cause the Enhanced Entities to, afford the Buyer Purchaser and its Representatives authorized agents, financing sources, officers and representatives reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours to the Representativesrepresentatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisablefacilities, in the reasonable discretion of the Companiescontracts, given the ongoing COVID-19 pandemic)documents, insurance policies, books and records of the Enhanced Acquired Company Entities, and shall furnish the Buyer Purchaser with such financial, operating and other data and information as the Buyer Purchaser may reasonably request (request; provided, however, that any such access or furnishing of information shall be conducted at Purchaser’s risk and expense, during normal business hours, with reasonable advance notice to and under the supervision and coordination of the President or Chief Financial Officer of WCC and in each case, in such a manner so as to not unreasonably to interfere with the normal business operations of the Enhanced EntitiesAcquired Company Entities and in no event shall access or furnishing information and data involve the performance of subsurface or other intrusive testing; provided, further, that, except as expressly contemplated by this Agreement, neither Purchaser nor any of its Affiliates, nor any of their respective employees, counsel, accountants, consultants, financing sources and their respective representatives, shall contact any Governmental Authority, employee, supplier, distributor or customer of the Acquired Company Entities for the purpose of discussing the Acquired Company Entities or any aspect of their respective businesses or Sellers, this Agreement or the Transactions without the prior written consent of Sellers’ Representative (not to be unreasonably withheld or delayed). ; provided, however, nothing herein shall limit Purchaser’s disclosure obligations under Section 4 of the Confidentiality Agreement. Notwithstanding the foregoing or anything contained herein to the contrary, Purchaser and its authorized agents, officers and representatives shall not be permitted or entitled to examine any materials relating to the Acquired Company Entities without the Sellers’ Representatives’ prior written consent, when in the good faith judgment of the Sellers’ Representative, (a) such materials may be protected by the attorney-client privilege, (b) On such examination could contravene any Law, fiduciary duty or binding agreement entered into prior to the Closing Datedate hereof, or (c) such examination could jeopardize the Acquired Company Entities relationships with their respective regulators, customers, suppliers and other applicable third parties; provided, however, that (i) Sellers’ Representative shall inform Purchaser if it is withholding any information pursuant to this sentence and describe the information being so withheld and (ii) if requested by Purchaser, Sellers’ Representative shall use commercially reasonable efforts to provide extracts or summaries of such protected information in clauses (a) and (b) above or otherwise provide such protected information in a manner that would not jeopardize the applicable protection. Purchaser shall indemnify and hold Sellers, the Companies shall deliver or cause to be delivered to the Buyer all original (Acquired Company Entities, and Sellers’ Representative harmless from and against any and all copies costs and expenses (including reasonable attorneys’ fees) resulting from Purchaser’s due diligence and investigations of) agreements, documents, books and records, files and other information, and all computer disksinvestigations relating to, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case relating to matters arising under Environmental Laws. For the business and operations avoidance of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Entitiesdoubt, the Enhanced Entities shall either (i) transfer mere discovery of a complete copy of the information stored thereon that relates to the business pre-existing condition during Purchaser’s investigations and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to the Buyer all information that does not relate to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers due diligence shall not retain in their possession or trigger Purchaser’s indemnification obligations under their control, in any form, any agreements, documents, books this Section 6.02. All investigations and records, files or other information, due diligence conducted by Purchaser or any computer disksof its representatives shall be conducted at Purchaser’s sole cost, records, tapes or any other storage medium that contains any agreements, documents, books risk and records, files and other information, relating to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platform)expense.

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, upon reasonable notice, the Companies shall, Company and its Subsidiaries shall cause the Enhanced Entities to, afford the Buyer and its Representatives reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours to the Representatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic)facilities, books and records of the Enhanced EntitiesCompany and each of its Subsidiaries, and the Company and its Subsidiaries shall furnish the Buyer with such financial, operating and other data and information as the Buyer may reasonably request (request; provided, however, that any such access or furnishing of information shall be conducted at the Buyer’s expense, during normal business hours, under the supervision of the Company’s personnel and in each case, in such a manner so as to not unreasonably to interfere with the normal business operations of the Enhanced Entities)Company and its Subsidiaries. Notwithstanding anything to the contrary in this Agreement, neither the Company nor its Subsidiaries shall be required to disclose any information to the Buyer or its Representatives about the Seller or any Affiliate of the Seller other than the Company and its Subsidiaries. (b) On In order to facilitate the resolution of any claims made against or incurred by the Seller (as it relates to the Company and its Subsidiaries), for a period of seven (7) years after the Closing Dateor, if shorter, the Companies shall deliver or cause to be delivered to applicable period specified in the Buyer’s document retention policy, the Buyer all original shall (and any and all copies ofi) agreements, documents, retain the books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case records relating to the business Company and operations of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate its Subsidiaries relating to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or periods prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or and (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to afford the Buyer all information that does not relate to the business and operations Representatives of the Enhanced Entities. Following Seller reasonable access (including the Closing Dateright to make, at the Sellers shall not retain in their possession or under their controlSeller’s expense, in any formphotocopies), any agreementsduring normal business hours, documents, to such books and records; provided, files or other informationhowever, or that the Buyer shall notify the Seller in writing at least thirty (30) days in advance of destroying any computer disks, records, tapes or any other storage medium that contains any agreements, documents, such books and records, files and other information, relating records prior to the business and operations seventh (7th) anniversary of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of Closing Date in order to provide the foregoing that is stored on any server or other storage media maintained by a third party on behalf of Seller the Sellers (including any “cloud” storage platformopportunity to copy such books and records in accordance with this Section 6.2(b).

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, the Companies each Seller Party shall, and shall cause the Enhanced Entities Company and its Subsidiaries, and their respective Representatives to, afford the Buyer Parties and its their Representatives reasonable complete access (including for inspection and copying) upon at all reasonable notice, times during normal business hours hours, and with reasonable prior notice to the Representatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic)facilities, books and records of the Enhanced Entities45 Company and each of its Subsidiaries, and shall furnish the Buyer Parties with such financial, operating and other data and information as the Buyer Parties may reasonably request request. Notwithstanding anything in this Section to the contrary, no such investigation or examination shall be permitted to the extent that it would require the Seller Parties to disclose (i) due diligence questions, lists or investigations conducted by others, names, bids, letters of intent, expressions of interest, or other proposals received from others in each case, in a manner so as to not unreasonably interfere connection with the normal business operations proposed sale of the Enhanced Entities)Company and its Subsidiaries solicited by VistaPoint Advisors, LLC or other information and analyses relating to such communications or (ii) information (w) subject to attorney-client privilege, (x) which would conflict with any confidentiality obligations to which the Seller Parties are bound (y) in violation of applicable Law, or (z) that forms a part of the analysis of this Agreement and the transactions contemplated hereby by the Seller Parties. (b) On the Closing Date, the Companies shall deliver each Seller will deliver, or cause to be delivered delivered, to the Buyer all original (and any and all copies of) agreements, documents, and books and records, files and other information, records and all computer disks, records, records or tapes and or any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case relating to the business and operations of the Enhanced Entities Company and its Subsidiaries are stored, in each case, that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to the Buyer all information that does not relate to the business and operations of the Enhanced EntitiesSeller. Following the Closing Date, the Sellers no Seller Party shall not retain in their its possession or under their its control, in any form, any agreements, documents, or books and records, files or other information, or any computer disks, records, records or tapes or any other storage medium that contains copies of any agreements, documents, books and records, files and other information, information relating to the business and operations of the Target Entities Company and its Subsidiaries (including any personal or other information stored on any media by any employees of the Company or any Target Entityof its Subsidiaries), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers any Seller Party (including any “cloud” storage platform). If, notwithstanding the foregoing, any Seller Party discovers following the Closing Date that he, she or it is in possession of or has under his, her or its control any agreements, documents, or books and records or any computer disks, records or tapes or any other storage medium on which any agreements, documents, books and records, files and other information relating to the Business and operations of the Company and its Subsidiaries are stored, such Seller Parties shall (x) deliver to the Buyer any such information which may not have been previously delivered pursuant to the first sentence of this Section 5.2(b) and (y) thereafter permanently delete and erase all such information (including all copies thereof) in its possession or under its control as soon as reasonably practicable. (c) Notwithstanding the provisions of Section 5.2(b), the Seller Parties shall not be required to deliver information to the Buyer to the extent disclosure of such information would (i) jeopardize any attorney-client privilege, protection under the work product doctrine or other legal privilege, (ii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof or (iii) relate to any consolidated, combined or unitary Return filed by the Sellers or any of their respective Affiliates or any of their respective predecessor entities.

Covenants Regarding Information. (a) From the date hereof through on which this Agreement is made public by Buyer and Talisker until the Closing Date, Talisker shall afford Buyer and its Representatives complete access (including for inspection and copying) at all reasonable times to the Companies shallBusiness Assets and Talisker’s Representatives, properties, offices and other facilities, and books and records relating to the Business and the Business Assets, and shall furnish Buyer with such financial, operating and other data and information in connection with the Business and the Business Assets as Buyer may reasonably request, provided, however, that Talisker shall not be required to furnish to Buyer documents containing proprietary information, to the extent same do not primarily involve or relate to the Business or the Business Assets, or privileged documents. (b) Subject to the provisions of Section 5.9 hereof, on the Closing Date, Talisker will deliver or cause to be delivered to Buyer all Business Records, including but not limited to an electronic, editable copy of the Enhanced Entities toexisting customer databases on the Execution Date, original agreements, documents, books and records and files stored on computer disks or tapes or any other storage medium in the possession of Talisker relating to the Business and the Business Assets, to the extent such agreements, documents, books, records and files are not stored or kept on the Demised Premises. Talisker shall be permitted to retain a copy of the customer database in compliance with its record retention policy, subject to privacy and other applicable Laws. (c) For a period of five (5) years from and after the Closing Date, Buyer shall provide Talisker LeaseCo with reasonable access to those agreements, documents, books and records (including those agreements, documents, books and records which are transferred from Talisker to Buyer pursuant to this Agreement or any Transaction Document) which arise from or relate to any period of time prior to the Closing Date (d) In order to facilitate the resolution of any claims made by or against or incurred by Buyer after the Closing or for any other reasonable purpose, for a period of 5 years following the Closing, Talisker shall: (i) retain all books, documents, information, data, files and other records of Talisker that relate to the Business, the Business Assets or the Assumed Liabilities for periods prior to the Closing and which shall not otherwise have been delivered to Buyer; (ii) upon reasonable notice, afford the Buyer and its Representatives reasonable access (including for inspection and copying) upon reasonable notice, at Buyer’s expense), during normal business hours and on advance written notice, to the Representatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic), books and records of the Enhanced Entities, and shall furnish the Buyer with such financial, operating and other data and information as the Buyer may reasonably request (in each case, in a manner so as to not unreasonably interfere with the normal business operations of the Enhanced Entities). (b) On the Closing Date, the Companies shall deliver or cause to be delivered to the Buyer all original (and any and all copies of) agreementsbooks, documents, books and recordsinformation, data, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreementsincluding in connection with claims, documentsproceedings, books and recordsactions, files investigations, audits and other information is stored, in any such case regulatory or legal proceedings involving or relating to the business and operations of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced EntitiesBusiness, the Enhanced Entities shall either Business Assets or the Assumed Liabilities; and (iiii) transfer a complete copy of the information stored thereon that relates to the business furnish Buyer and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or its Representatives reasonable assistance (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to the Buyer all information that does not relate to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entityat Buyer’s expense), including access to personnel, in connection with any such claims and other proceedings; provided, that such access shall be granted until the later of 5 years following the Closing and the expiration date of the foregoing applicable statute of limitations with respect to tax matters. Talisker shall permit, promptly upon reasonable request, Buyer and its Representatives to use original copies of any such records for purposes of litigation; provided, that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platform)such records shall promptly be returned to Talisker following such use.

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, upon reasonable notice, the Companies Sellers shall, and shall cause the Enhanced Entities Targets and the Subsidiaries to, afford the Buyer and its Representatives reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours to the RepresentativesRepresentatives of each Seller and of each Target and Subsidiary, including, but not limited to, the Targets' registered agents in the British Virgin Islands, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic)facilities, books and records (including any Tax Returns) of the Enhanced EntitiesTargets and the Subsidiaries, and shall cause the Targets and the Subsidiaries to furnish the Buyer with such financial, operating and other data and information as the Buyer may reasonably request (request; provided, however, that any such access or furnishing of information shall be conducted at the Buyer's expense, during normal business hours, under the supervision of the Sellers or their designee and in each case, in such a manner so as not to not interfere unreasonably interfere with the normal business operations of the Enhanced Entities)Targets and the Subsidiaries. Notwithstanding anything to the contrary in this Agreement, neither the Targets nor any Subsidiary shall be required to disclose any information to the Buyer or its Representatives if such disclosure would, in the Sellers' reasonable judgment, after consultation with legal counsel, (i) jeopardize any attorney-client, work product or other legal privilege or (ii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof. On or prior to the Closing, the Sellers shall, and shall cause their respective Representatives to, deliver to the Buyer originals (or, if originals are not available, copies) of all books and records relating to the ownership or operation of the Targets and Subsidiaries within such parties' possession, other than any materials (i) located in the offices of HWA 1290 Management Member, LLC and any offices of the managers of the Properties, (ii) in the possession of PricewaterhouseCoopers LLP, or (iii) in the possession of the Targets' registered agents in the British Virgin Islands. (b) On In order to facilitate the resolution of any claims made against or incurred by the Sellers (as it relates to the Targets and the Subsidiaries), for a period of seven years after the Closing Dateor, if shorter, the Companies shall deliver or cause to be delivered to applicable period specified in the Buyer's document retention policy, the Buyer all original shall (and any and all copies ofi) agreements, documents, retain the books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case records relating to the business Targets and operations of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate Subsidiaries relating to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or periods prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or and (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to afford the Buyer all information that does not relate to the business and operations Representatives of the Enhanced Entities. Following Sellers reasonable access (including the Closing Dateright to make, at the Sellers shall not retain in their possession or under their controlSellers' expense, in any formphotocopies), any agreementsduring normal business hours, documents, to such books and records; provided, files or other informationhowever, or that the Buyer shall notify the Sellers in writing at least 30 days in advance of destroying any computer disks, records, tapes or any other storage medium that contains any agreements, documents, such books and records, files and other information, relating records in order to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of provide the Sellers the opportunity to copy (including any “cloud” storage platformor obtain the originals of) such books and records in accordance with this Section 5.4(b).

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, the Companies Sellers shall, and shall cause the Enhanced Entities Company to, afford the Buyer and its Representatives reasonable access (including for inspection and copying) upon at all reasonable noticetimes and consistent with applicable law, during normal business hours to the Representatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic)facilities, books and records of the Enhanced EntitiesCompany and the Business Assets, and shall reasonably promptly furnish the Buyer with any and all such financial, operating accounting, tax, operating, contractual, permitting, compliance, governance, employment and other data data, Contracts, Permits and information other information, in each case, relating to the Company and the Business Assets, as the Buyer may reasonably request (in each case, in a manner so as to not unreasonably interfere with the normal business operations of the Enhanced Entities)request. (b) On In order to facilitate the resolution of any claims made by or against or incurred by the Buyer or the Company after the Closing Dateor for any other reasonable purpose, for a period of five years following the Closing, the Companies Sellers shall: (i) retain all books, documents, information, data, files and other records of the Sellers that relate to the Company and the Business for periods prior to the Closing and which shall deliver or cause to be not otherwise have been delivered to the Buyer all original or the Company or its Subsidiaries; (ii) upon reasonable notice, afford the Buyer and any the Company and all copies of) agreementstheir respective Representatives reasonable access (including for inspection and copying, at the Buyer’s expense), during normal business hours, to such books, documents, books and recordsinformation, data, files and other information, and all computer disks, records, tapes including in connection with claims, proceedings, actions, investigations, audits and other regulatory or legal proceedings involving or relating to the Company; and (iii) furnish the Buyer and the Company and their respective Representatives reasonable assistance (at the Buyer’s expense), including access to personnel, in connection with any such claims and other proceedings. The Sellers shall permit, promptly upon reasonable request, the Buyer and the Company and their respective Representatives to use original copies of any such records for purposes of litigation; provided, that such records shall promptly be returned to the Sellers following such use. (c) In order to facilitate the resolution of any claims made by or against or incurred by the Sellers after the Closing or for any other storage medium on which any such agreementsreasonable purpose, for a period of five years following the Closing, the Buyer shall or shall cause the Company to: (i) retain all books, documents, books and recordsinformation, data, files and other information is stored, in any such case relating to the business and operations of the Enhanced Entities records that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate to the business Company and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates Business for periods prior to the business and operations of the Enhanced Entities onto storage media that is Closing which have been delivered to the Buyer on or the Closing Date Company or its Subsidiaries; and on or prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or (ii) permanently delete and erase from such computer disksupon reasonable notice, records, tapes or other storage medium delivered to the Buyer all information that does not relate to the business and operations of the Enhanced Entities. Following the Closing Date, afford the Sellers shall not retain in and their possession or under their controlrespective Representatives reasonable access (including for inspection and copying, in any format the Sellers’ expense), any agreementsduring normal business hours, to such books, documents, books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and recordsdata, files and other informationrecords in connection with the defense of claims, proceedings, actions, and in connection with investigations, audits and other regulatory or legal proceedings involving or relating to the business and operations of the Target Entities (including any personal Sellers or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platform)their Affiliates.

Covenants Regarding Information. (a) From the date hereof through the Closing Date, the Companies shall, and shall cause the Enhanced Entities to, afford the Buyer and its Representatives reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours At or prior to the RepresentativesClosing, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic), books and records of the Enhanced Entities, and shall furnish the Buyer with such financial, operating and other data and information as the Buyer may reasonably request (in each case, in a manner so as to not unreasonably interfere with the normal business operations of the Enhanced Entities). (b) On the Closing Date, the Companies Company shall deliver or cause to be delivered to the Buyer Purchaser all Business Records including, without limitation, all original (and any and all copies of) agreements, documents, books and records, records and files and other information, and all stored on computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case relating to the business and operations of the Enhanced Entities that are in the possession of disks or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to the Buyer all information that does not relate to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, books and records, files or other information, or any computer disks, records, tapes or any other storage medium in the possession of Company relating to the Business, the Acquired Assets and the Assumed Liabilities. (b) In order to facilitate the resolution of any claims made by or against or incurred by Purchaser after the Closing or for any other reasonable purpose, following the Closing, Company shall, upon reasonable notice, furnish Purchaser and its Representatives reasonable assistance (at Purchaser’s expense), including access to personnel, in connection with any Proceeding involving or relating to the Business, the Acquired Assets or the Assumed Liabilities. Company shall permit, promptly upon reasonable request, Purchaser and its Representatives to use original copies of any such records for purposes of litigation; provided that contains such records shall promptly be returned to Company. For a period of seven (7) years or as required by Applicable Law, if longer, Company shall not destroy any agreementsbooks, documents, information, data, files and other records of Company that relate to the Business, the Acquired Assets or the Assumed Liabilities for periods prior to the Closing and which shall not otherwise have been delivered to Purchaser without providing Purchaser with written notice detailing the contents of such books and records, files and other informationproviding Purchaser with the opportunity to obtain such books and records, relating at least ninety (90) days prior to the business destruction thereof. (c) Upon execution of this Agreement and operations continuing until Closing, Company shall deliver to Purchaser by Friday of each week, copies of Company’s weekly management reports relating to, without limitation, Company’s (i) sales, (ii) Inventory, including, without, limitation, the reports specified in Schedule 7.2(i), (iii) Accounts Receivable and (iv) transactions with buyers and transactions with suppliers during the previous week. (d) Upon execution of this Agreement and continuing until Closing, Company shall deliver to Purchaser by the tenth day of each month a balance sheet of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any Company as of the foregoing that is stored on any server or other storage media maintained by a third party on behalf last day of the Sellers (including any “cloud” storage platform)prior month and related statement of income and statement of cash flows for the period ended as of the last day of the prior month.

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, upon reasonable notice, the Companies shall, and Company shall cause the Enhanced Entities to, afford the Buyer and its Representatives reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours to the Representatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic)facilities, books and records of the Enhanced EntitiesCompany, and the Company shall furnish the Buyer with such financial, operating and other data and information as the Buyer may reasonably request (request; provided, however, that any such access or furnishing of information shall be conducted at the Buyer’s expense, during normal business hours, under the supervision of the Company’s personnel and in each case, in such a manner so as to not unreasonably to interfere with the normal business operations of the Enhanced Entities)Company. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to disclose any information to the Buyer or its Representatives if such disclosure would, in the Company’s sole discretion, (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, (iii) contain information that should not be disclosed due to its competitively sensitive nature, including part-level pricing, or (iv) relate to any consolidated, combined or unitary Return filed by the Seller, the Company or any of their Affiliates or any of their respective predecessor entities. (b) On Following the Closing, the Company and its Representatives shall (i) within two weeks following the Closing Date and (ii) within two weeks of the close of the quarter-end occurring at the Closing Date or immediately following the Closing Date (if the quarter does not end on the Closing Date), (A) prepare financial statements and related financial schedules of the Company for the year ending December 31, 2015 and for such quarterly period or portion thereof, as applicable, with respect to the period in which the Company was owned by the Seller consistent with past reporting requirements and practices of the Company; and (B) perform all reconciliations and analyses of the Company’s accounts for such period and provide all supporting data and other information to Parent and its third party accountants in respect of such period consistent with past reporting requirements and practices of the Company (including, without limitation, a customary representation letter in such form as is reasonably required by the third party accountants and/or Parent, signed by the individual(s) responsible for the Company’s financial reporting). The Company shall also, and the Buyer shall cause the Company to, afford the Seller and its Representatives (i) access, during normal business hours, under the supervision of the Company’s personnel and in such a manner as not unreasonably to interfere with the normal operations of the Company, to the books, properties, records, Contracts and all financial and other information pertaining to the Company pertaining to the period of the Seller’s ownership of the Company, which information is relevant and reasonably necessary, in the opinion of the Seller, to enable the Seller and its Affiliates to (A) review the financial statements prepared by the Company and its Representatives; (B) enable Parent’s third party accountant to audit and/or review the financial statements and data supplied by the Company; (C) comply with the requirements of the rules and regulations of the U.S. Securities and Exchange Commission and The New York Stock Exchange; and (D) prepare any registration statement, schedule, proxy statement, report or disclosure statement filed with the U.S. Securities and Exchange Commission. In furtherance of the foregoing and in order to facilitate the resolution of any claims made against or incurred by the Seller (as it relates to the Company), for a period of seven years after the Closing or, if shorter, the Companies applicable period specified in the Buyer’s document retention policy, the Buyer shall deliver (i) retain the books and records relating to the Company relating to periods prior to the Closing and (ii) afford the Representatives of the Seller reasonable access (including the right to make, at the Seller’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the Buyer may destroy any such books and records prior to the seventh anniversary of the Closing Date if the Buyer notifies the Seller in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide the Seller the opportunity to take possession of or cause copy such books and records in accordance with this Section 6.2(b). Notwithstanding the foregoing, the materials prepared by the Company pursuant to this Section 6.2(b) shall not be binding on the Company or the Buyer for purposes of preparation of the Final Closing Statement and other materials contemplated by Section 2.3. (c) In order to facilitate the resolution of any claims made against or incurred by the Buyer or the Company, for a period of seven years after the Closing or, if shorter, the applicable period specified in the Seller’s document retention policy, the Seller shall (i) retain the books and records relating to the Company relating to periods prior to the Closing which shall not otherwise have been delivered to the Buyer all original and (and any and all copies ofii) agreementsupon reasonable notice, documentsafford the Representatives of the Buyer reasonable access (including the right to make, at the Buyer’s expense, photocopies), during normal business hours, to such books and records; provided, files and other informationhowever, and all computer disks, records, tapes and any other storage medium on which that the Seller shall notify the Buyer in writing at least 30 days in advance of destroying any such agreements, documents, books and records, files and other information is stored, in any such case relating records prior to the business and operations seventh anniversary of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or prior in order to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to provide the Buyer all information that does not relate the opportunity to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, copy such books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platformrecords in accordance with this Section 6.2(c).

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, upon reasonable notice, the Companies Seller shall, and shall cause the Enhanced Entities Company to, afford the Buyer and its Representatives officers, employees, agents, accountants, advisors, bankers and other representatives (collectively, "Representatives") reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours to the Representatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic)facilities, books and records of the Enhanced EntitiesCompany and its Representatives, and shall furnish the Buyer with such financial, operating and other data and information regarding the Company as the Buyer may reasonably request (request; provided, however, that any such access or furnishing of information shall be conducted at the Buyer's expense, during normal business hours, under the supervision of the Seller's personnel and in each case, in such a manner so as to not unreasonably to interfere with the normal business operations of the Enhanced EntitiesCompany's business. For the purpose of facilitating such investigation, the Seller shall promptly designate individuals, each of whom shall be empowered to receive and act upon such requests, and the Buyer agrees that no communication shall be made by the Buyer or any of its Representatives with any employee, officer or agent of the Company who has not been so designated in writing without the prior written consent of the designee. From and after the Closing, in order to facilitate the resolution of any claims made against or incurred by the Seller (as it relates to the Company). (b) On , the Buyer shall: make available to the Seller and its Representatives, the personnel of the Company and any Affiliates of the Company at such times and for such purposes as the Seller may reasonably request; provided, however, that the Seller shall reimburse the Company or the relevant Affiliate for the salary and out of pocket expenses incurred by the Company or such Affiliate in connection therewith; and for a period of seven years after the Closing Dateor, if shorter, the Companies applicable period specified in the Buyer's document retention policy (A) retain the books and records relating to the Company relating to periods prior to the Closing, and (B) afford the Representatives of the Seller reasonable access (including the right to make, at the Seller's expense, photocopies), during normal business hours, to such books and records; provided, however, that the Buyer shall deliver notify the Seller in writing at least 30 days in advance of destroying any such book and records prior to the seventh anniversary of the Closing Date in order to provide the Seller the opportunity to copy or cause take possession of such books and records in accordance with this Section 4.2(b). From and after the Closing, in order to be delivered facilitate the resolution of any claims made against or incurred by the Buyer or the Company, the Seller shall: make available to the Buyer all original and its Representatives the Seller's personnel at such times and for such purposes as the Buyer may reasonably request; provided, however, that the Buyer shall reimburse the Seller or its relevant Subsidiary for the salary and out of pocket expenses incurred by the Seller or its Subsidiaries in connection therewith; and for a period of seven years after the Closing or, if shorter, the applicable period specified in the Seller's document retention policy, (and any and all copies ofA) agreements, documents, retain the books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case records relating to the business and operations of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate Company relating to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or periods prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium which shall not otherwise have been delivered to the Buyer all information that does not relate to Buyer, and (B) upon reasonable notice, afford the business and operations Representatives of the Enhanced Entities. Following Buyer reasonable access (including the Closing Dateright to make, at the Sellers shall not retain in their possession or under their controlBuyer's expense, in any formphotocopies), any agreementsduring normal business hours, documents, to such books and records; provided, files however, that the Seller shall notify the Buyer in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide the Buyer the opportunity to copy or take possession of such books and records in accordance with this Section 4.2(c). Notwithstanding anything to the contrary in this Agreement, prior to the Closing, the Buyer shall not, directly or indirectly, conduct without the written permission of the Seller any sampling or laboratory analysis of environmental media, building materials or other information, or substances at any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating facility of the Company. Notwithstanding anything to the contrary in this Agreement, prior to the Closing, neither the Buyer nor any of its Representatives shall, directly or indirectly, contact any customer or supplier of or others having business and operations dealings with the Company without the prior written consent of the Target Entities Seller (including any personal which consent shall not be unreasonably conditioned, withheld or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platformdelayed).

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, upon reasonable notice, the Companies shall, Company and its Subsidiaries shall cause the Enhanced Entities to, afford the Buyer and its Representatives reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours to the Representatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisablefacilities, in the reasonable discretion of the Companiesbooks, given the ongoing COVID-19 pandemic), books and records of the Enhanced EntitiesCompany and each of its Subsidiaries, and the Company and its Subsidiaries shall furnish the Buyer with such financial, operating operating, and other data and information as the Buyer may reasonably request (request; provided, however, that any such access or furnishing of information shall be conducted at the Buyer’s expense, during normal business hours, under the supervision of the Company’s personnel and in each case, in such a manner so as to not unreasonably to interfere with the normal business operations of the Enhanced Entities)Company and its Subsidiaries. Notwithstanding anything to the contrary in this Agreement, neither the Company nor its Subsidiaries shall be required to disclose any information to the Buyer or its Representatives if such disclosure would, in the Company’s sole discretion, (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 in compliance with Section 6.1 or (iii) relate to any consolidated, combined, or unitary Return filed by the Seller, the Company, or any of their Affiliates or any of their respective predecessor entities. (b) On In addition to and not in limitation of the foregoing, each party shall cooperate with and make available to the other party and its Representatives, during normal business hours and upon reasonable notice, (i) all books, records and other documents related to the Company and its Subsidiaries, (ii) information related to the Company and its Subsidiaries and (iii) employees (without substantial disruption of employment), in each case retained and remaining in existence after the Closing Datewhich are necessary or useful in connection with any Return, the Companies shall deliver Tax inquiry, audit, investigation or cause to be delivered to the Buyer all original (and dispute, any and all copies of) agreements, documents, litigation or investigation or any other matter requiring any such books and records, files and other information, and all computer disks, records, tapes and information or employees for any other storage medium on which reasonable business purpose. The party requesting any such agreements, documents, books and records, files and other information is stored, in any such case relating to the business and operations or employees shall bear all of the Enhanced Entities that are out-of-pocket costs and expenses (including without limitation legal fees, but excluding reimbursement for salaries and employee benefits) reasonably incurred in the possession of or under the control of the Enhanced Entities. If any connection with providing such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to the Buyer all information that does not relate to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, books and records, files information or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platform)employees.

Covenants Regarding Information. (a) From the date hereof through the Closing Date, the Companies shall, and Seller shall cause the Enhanced Entities to, afford the Buyer and its Representatives reasonable complete access (including for inspection and copying) upon at all reasonable notice, during normal business hours times to the Purchased Assets and the Seller Entities’ Representatives, employees, consultants, properties, offices, plants and other facilities (but solely to the extent necessary facilities, and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic), books and records relating to the Business, Purchased Assets, Specified Entities and employees and consultants of any of the Enhanced EntitiesSeller Entities that are involved with or would have information about the Business, Purchased Assets or Specified Entities and shall furnish the Buyer with such financial, operating and other data and information in connection with the Business, the Purchased Assets, the Specified Entities and the employees and consultants of any of the Seller Entities, as the Buyer may reasonably request (in each caserequest; provided that to the extent such requested information shall contain non-public, in a manner so as to not unreasonably interfere with the normal business operations confidential information of the Enhanced Entities)Seller, such information shall be subject to Section 5.10. (b) On or prior to the Closing Date, the Companies Seller shall use commercially reasonably efforts to deliver or cause to be delivered to the Buyer a copy of all original (and any and all copies of) agreements, documents, books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case relating that are related to the business Purchased Assets and operations of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Seller Entities (other than the Specified Entities), the Enhanced Entities including all Business Records, which shall either (i) transfer include a complete copy full extraction of the information stored thereon listed on Schedule 2.1(e). If, notwithstanding the foregoing, any of the Seller Entities discover following the Closing Date that relates it is in possession of or has under its control any such items that were not previously delivered to the business and operations Buyer, then the applicable Seller Entity shall deliver to the Buyer any such items as soon as reasonably practicable. Similarly, if the Buyer or any of the Enhanced Seller Entities onto storage media discover following the Closing Date that it is in possession of or has under its control any information relating to the Excluded Assets or the Excluded Liabilities, the Buyer or applicable Seller Entity shall deliver to the Seller any such items in its possession or under its control as soon as reasonably practicable. (c) Notwithstanding anything to the contrary in this Agreement, any of the Purchased Assets (including software and any related documentation) that can be transmitted electronically will be so transmitted to the Buyer and will not be delivered to the Buyer on the Closing Date and on or prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to the Buyer all information that does not relate to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platform)tangible medium.

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, the Companies shall, and Seller shall cause the Enhanced Entities to, upon reasonable notice afford the Buyer and its Representatives reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours to the Seller’s Representatives, properties, offices, plants and other facilities (but solely to the extent necessary facilities, and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic), books and records of primarily relating to the Enhanced EntitiesBusiness and the Purchased Assets, and shall furnish the Buyer with such financial, operating and other data and information in connection with the Business and the Purchased Assets as the Buyer may reasonably request (in each case, in a manner so as to not unreasonably interfere with the normal business operations of the Enhanced Entities)request. (b) On the Closing Date, the Companies shall Seller will deliver or cause to be delivered to the Buyer all original (and any and all copies of) agreements, documents, books and recordsrecords and files stored on computer servers, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case relating to the business and operations of the Enhanced Entities that are in the possession of disks or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to the Buyer all information that does not relate to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains in the possession of the Seller relating to the Business and the Purchased Assets. (c) In order to facilitate the resolution of any agreementsclaims made by or against or incurred by the Buyer after the Closing or for any other reasonable purpose, for a period of three years following the Closing, the Seller shall: (i) retain all books, documents, books and recordsinformation, data, files and other records of the Seller that primarily relate to the Business, the Purchased Assets or the Assumed Liabilities for periods prior to the Closing and which shall not otherwise have been delivered to the Buyer; (ii) upon reasonable notice, afford the Buyer and its Representatives reasonable access (including for inspection and copying, at the Buyer’s expense), during normal business hours, to such books, documents, information, data, files and other records, including in connection with claims, proceedings, actions, investigations, audits and other regulatory or legal proceedings primarily relating to the business Business, the Purchased Assets or the Assumed Liabilities; and operations of (iii) furnish the Target Entities Buyer and its Representatives reasonable assistance (including any personal or other information stored on any media by any employees of any Target Entityat the Buyer’s expense), including access to personnel, in connection with any such claims and other proceedings; provided, that such access shall be granted until the later of three years following the Closing and the expiration date of the foregoing that is stored on any server or other storage media maintained by a third party on behalf applicable statute of the Sellers (including any “cloud” storage platform)limitations with respect to tax matters.

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, upon reasonable request, the Companies shall, and Sellers shall cause the Enhanced Entities to, afford the Buyer Buyers and its Representatives reasonable access to make investigation of the properties (including for inspection including, at the Buyers’ sole cost and copying) upon reasonable noticediscretion, during normal business hours to the Representativesperformance of Phase I Environmental Site Assessments (“Phase I Assessments”), propertiesenvironmental compliance audits, and, if recommended by a Phase I Assessment, Phase II Environmental Site Investigations), offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic)facilities, books and records (including Tax records) of the Enhanced EntitiesSellers, and shall furnish the Buyer Buyers with such financial, operating and other data and information information, and access to all the officers, key employees, accountants and other Representatives of Sellers as the Buyer Buyers may reasonably request (and to make extracts and copies of such books and records. In addition, Sellers shall cooperate to allow Buyers reasonable access to employees in each caseorder to determine their designation of Transferred Employees. Notwithstanding anything to the contrary in this Agreement, in a manner so as the Sellers shall not be required to not unreasonably interfere with disclose any information to the Buyers or their Representatives if such disclosure would adversely affect any attorney-client or other legal privilege or contravene any applicable Laws. Subject to the foregoing and upon reasonable notice, Sellers shall also afford Buyers reasonable access, during normal business hours, to the Business, to all operations of the Enhanced Entities)Business and to all Transferred Assets and Assumed Liabilities. Upon the Buyers’ reasonable request, the Sellers agree to cooperate with Buyers to obtain an affidavit of title, in such form as may be reasonably required by the Buyers’ title insurance company, to allow such company to issue an owner’s title insurance policy in favor of the Buyers with respect to all Owned Real Property, subject only to Permitted Encumbrances. (b) On From and after the Closing Datedate hereof, Sellers shall within one (1) Business Day (i) advise Buyers, and communicate to Buyers the Companies shall deliver terms (unless expressly prohibited by the terms thereof) of, any proposal or cause to be delivered to other communication regarding a proposal for the Buyer all original acquisition of the Business or any of the Transferred Assets that any Seller or any of their respective directors, officers, managers, employees, representatives or Affiliates has made, may receive or has become aware of and (ii) furnish Buyers with a true, complete and correct copy of any such written proposal or communication and any document relating thereto, unless expressly prohibited by the terms thereof. (c) The Sellers shall use commercially reasonable efforts to cause its employees to, on a timely basis, provide all reasonable cooperation requested by the Buyers and/or any potential lender that is reasonably necessary and all copies ofcustomary to assist the Buyers in connection with such financing, including (i) agreements, documents, books requesting its certified independent auditors to provide auditors’ reports and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other customary comfort letters with respect to financial information is stored, in any such case relating to the business Sellers in customary form and operations of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to the Buyer all information that does not relate to the business and operations causing appropriate personnel of the Enhanced Entities. Following the Closing DateSellers to participate at reasonable times in a reasonable number of sessions with prospective lenders; provided, that the Sellers shall not retain in their possession or under their control, in be required to produce and deliver any form, any agreements, documents, books and records, files financial statements or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books financial information not currently completed in the Ordinary Course of Business. Any and records, files all reasonable and other information, relating to documented out-of-pocket costs and expenses incurred at the business and operations request of the Target Entities (including US Buyer in connection with any personal cooperation, investigation or other information stored on any media matter related to this Section 5.2 shall be borne by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platform)Buyers.

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, the Companies shall, and shall cause the Enhanced Entities to, afford the Buyer and its Representatives reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours the Company and its Subsidiaries shall (i) afford the Acquiror and its Representatives (including, for purposes of this Section 5.2, any underwriters and financing sources) and any insurers and underwriters in respect of the R&W Insurance Policy reasonable access to the Representatives, employees, properties, assets, offices, plants and other facilities (but solely facilities, and to the extent necessary all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers, records and advisable, in the reasonable discretion other documents and information of the Companies, given the ongoing COVID-19 pandemic), books Company and records of the Enhanced Entitiesits Subsidiaries, and shall (ii) furnish the Buyer Acquiror with such financial, operating and other data and information as the Buyer Acquiror may reasonably request (request; provided, however, that any such access or furnishing of information shall be conducted at the Acquiror’s expense, during normal business hours, under the supervision of the Company’s personnel and in each case, in such a manner so as not to not interfere unreasonably interfere with the normal business operations of the Enhanced Entities)Company and its Subsidiaries. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Subsidiaries shall be required to disclose any information to the Acquiror or its Representatives if the Company determines, in its reasonable judgment after consultation with outside legal counsel, that (A) such disclosure would jeopardize any attorney-client or other legal privilege, (B) such disclosure would contravene any applicable Laws, fiduciary duty or binding Contract entered into prior to the date hereof or (C) such information is pertinent to any Action in which the Company or any of its Affiliates, on the one hand, and the Acquiror or any of its Affiliates, on the other hand, are adverse parties. The Company and its Subsidiaries will each use commercially reasonable efforts to make appropriate substitute arrangements and obtain consents to permit reasonable disclosure under circumstances in which the restrictions in the preceding sentence apply. (b) On In order to facilitate the Closing Dateresolution of any claims made against or incurred by the Stockholders (as they relate to the Company and its Subsidiaries), the Companies Acquiror shall deliver or cause the Surviving Corporation to be delivered to (i) retain the Buyer all original (and any and all copies of) agreements, documents, books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case records relating to the business Company and operations of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate its Subsidiaries relating to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or periods prior to the Closing Date permanently delete all such information from for the existing computer disks, records, tapes or other storage medium that is retained applicable period required by the Sellers or Acquiror’s record retention policies and (ii) permanently delete for a period of seven years after the Closing, afford the Stockholder Representative, upon reasonable notice, reasonable access (including the right to make, at the Stockholder Representative’s expense, photocopies) to such books and erase from records retained in accordance with clause (i) solely for such computer diskspurpose; provided, recordshowever, tapes that (x) any such access or other storage medium delivered furnishing of information shall be conducted at the applicable Stockholder Representative’s expense, during normal business hours, under the supervision of the Surviving Corporation’s personnel and in such a manner as not to interfere unreasonably with the Buyer all information that does not relate to the business and normal operations of the Enhanced Entities. Following Surviving Corporation, (y) such access shall be subject to the Closing Date, Equityholders’ obligations to keep such information confidential pursuant to Section 8.21 and shall be limited to information required in connection with the Sellers resolutions of such claims and (z) the Surviving Corporation shall not retain in their possession or under their controlbe required to disclose any information (I) if the Surviving Corporation determines, in its reasonable judgment after consultation with outside legal counsel, that such disclosure would (A) jeopardize any form, any agreements, documents, books and records, files attorney-client or other informationlegal privilege or (B) contravene any applicable Laws, fiduciary duty or binding Contract entered into prior to the date hereof, (II) if the parties are adverse parties in any Action and such information is pertinent thereto, or any computer disks, records, tapes or any other storage medium (III) that contains any agreements, documents, books should not be disclosed due to its competitively sensitive nature. The Company and records, files and other information, relating to its Subsidiaries will each use commercially reasonable efforts at the business and operations expense of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of Stockholder Representative to make appropriate substitute arrangements and obtain consents to permit reasonable disclosure under circumstances in which the foregoing that is stored on any server or other storage media maintained by a third party on behalf of restrictions in the Sellers (including any “cloud” storage platform)preceding sentence apply.

Covenants Regarding Information. (ai) From the date hereof through until the Closing Date, upon reasonable notice, the Companies shallSeller shall afford, and or shall cause the Enhanced Entities toto be afforded, afford the Buyer and its Representatives reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours to the Representatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic)facilities, books and records of the Enhanced EntitiesSeller and its Affiliates relating exclusively to the Business (other than to the extent related to the Excluded Assets or Excluded Liabilities), and shall furnish the Buyer with such financial, operating and other data and information to the extent relating exclusively to the Business (other than to the extent such information relates to the Excluded Assets or Excluded Liabilities) as the Buyer may reasonably request request; provided, however, that any such access or -------- ------- furnishing of information shall be conducted at the Buyer's expense, during normal business hours, under the supervision of the personnel of the Seller or its Affiliates and in such a manner as not unreasonably to interfere with the normal operations of the Seller, its Affiliates and the Business. (ii) On or prior to the Closing Date, the Buyer shall return to the Seller all Evaluation Materials (as such term is defined in the Confidentiality Agreement) provided to the Buyer or any of its Representatives in written form and destroy all Evaluation Materials provided to the Buyer or any of its Representatives in any other medium, in each casecase without keeping any copies thereof; provided, in however, that, subject to the Closing occurring, -------- ------- the Buyer may retain all Evaluation Materials that constitute Transferred Assets or to the extent Evaluation Materials are reasonably necessary for the Buyer to operate the Business. At the Closing the Buyer shall deliver to the Seller a manner so certificate executed by an authorized officer of the Buyer stating that the Buyer has complied with provisions of this Section 5.2(a)(ii). (b) In order to facilitate the resolution of any claims made against or incurred by the Seller or any of its Affiliates (as it relates to the Business), for a period of seven years after the Closing the Buyer shall (i) retain the books and records relating to the Business relating to periods prior to the Closing and (ii) afford the Representatives of the Seller and its Affiliates reasonable access to (including the right to make, at the Seller's expense, photocopies of), during normal business hours, such books and records; provided, however, that any -------- ------- such access shall not unreasonably interfere with the normal business operations of the Enhanced EntitiesBuyer and its Affiliates; provided, further, that the Buyer shall notify the -------- ------- Seller in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide the Seller and its Affiliates the opportunity to copy such books and records in accordance with this Section 5.2(b). (bc) On In order to facilitate the resolution of any claims made against or incurred by the Buyer, for a period of seven years after the Closing the Seller shall (i) retain the books and records relating exclusively to the Business or the Transferred Assets relating to periods prior to the Closing which shall not otherwise have been delivered to the Buyer and (ii) upon reasonable notice, afford the Representatives of the Buyer reasonable access (including the right to make, at the Buyer's expense, photocopies), during normal business hours, to such books and records to the extent relating exclusively to the Business; provided, however, that any such access shall not -------- ------- unreasonably interfere with the normal operations of the Seller and its Affiliates; provided, further, that the Seller shall notify the Buyer in -------- ------- writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide the Buyer the opportunity to copy such books and records in accordance with this Section 5.2(c). (d) For a period of five years after the Closing Date, the Companies shall deliver or cause Seller shall, upon reasonable notice, afford the Representatives of the Buyer reasonable access (including the right to be delivered make, at the Buyer's expense, photocopies), during normal business hours, to the Buyer all original (and any and all copies of) agreements, documents, books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case records relating exclusively to the business and operations of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or periods prior to the Closing which shall not otherwise have been delivered to the Buyer, to the extent reasonably necessary for the Buyer to operate the Business after the Closing; provided, however, that any such -------- ------- access shall not unreasonably interfere with the normal operations of the Seller and its Affiliates; provided, further, that the Seller shall notify the -------- ------- Buyer in writing at least 30 days in advance of destroying any such books and records prior to the fifth anniversary of the Closing Date permanently delete all in order to provide the Buyer the opportunity to copy such books and records in accordance with this Section 5.2(d). (e) Notwithstanding anything to the contrary in this Agreement, neither the Seller nor any of its Affiliates shall be required to disclose to the Buyer or its Representatives (i) any information from the existing computer disksdisclosure of which would, recordsin the Seller's reasonable belief, tapes jeopardize any attorney-client or other storage medium that is retained by the Sellers or legal privilege, (ii) permanently delete and erase from any information the disclosure of which would, in the Seller's reasonable belief, contravene any applicable Laws, fiduciary duty or binding agreement, (iii) any information that relates to any consolidated, combined or unitary Return filed by the Seller or any Affiliate thereof or any of their respective predecessor entities, or (iv) the medical records pertaining to any employee or former employee of the Business until after Closing. In the event that the Seller shall have declined to provide information or documents to the Buyer, the Seller, to the extent such computer disksdisclosure would not, recordsin the Seller's reasonable belief, tapes jeopardize any attorney-client privilege or other storage medium delivered legal privilege or contravene any applicable Laws, fiduciary duty or binding agreement, shall nevertheless identify to the Buyer all or its Representatives the nature of such information and the basis for withholding such information or documents. The Buyer acknowledges that does not relate any information being provided to it or its Representatives by the Seller or its Affiliates pursuant to or in connection with this Agreement is subject to the business and operations terms of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platform)Confidentiality Agreement.

Covenants Regarding Information. (a) From the date hereof through the Closing Date, the Companies Sellers shall, and shall cause the Enhanced Entities Company and its Subsidiaries to, afford the Buyer and its Representatives reasonable access (including for inspection and copying) upon at reasonable notice, during normal business hours times to the Representatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic)facilities, books and records of the Enhanced EntitiesCompany and each of its Subsidiaries, and shall furnish the Buyer with such financial, operating and other data and information as the Buyer may reasonably request (in each case, in a manner so as to not unreasonably interfere with the normal business operations of the Enhanced Entities)request. (b) On From the date hereof through the Closing Date, the Companies Sellers shall deliver or shall cause to be delivered to the Buyer monthly financial statements of the Company and its Subsidiaries within 10 calendar days of the end of each calendar month. Such financial statements shall be deemed to constitute “Interim Financial Statements” for purposes of the representations set forth in Section 3.7(a). (c) Subject in all cases to Section 5.12, on the Closing Date, the Sellers shall deliver or cause to be delivered to the Buyer all original (and any and all or, if unavailable, copies of) agreements, documents, books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case relating to the business and operations of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If Sellers, as applicable; provided that the Sellers or any such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Entities, the Enhanced Entities shall either their Affiliates may keep (i) transfer a complete copy copies of any of the information stored thereon that relates foregoing to the business extent reasonably necessary for Sellers’ and its Affiliates’ non-Company businesses or operations or to take any action contemplated by this Agreement or any of the Enhanced Entities onto storage media Ancillary Agreements, and (ii) the Excluded Assets. If, notwithstanding the foregoing, any Seller discovers following the Closing Date that it is in possession of or has under its control any such items which are required to be delivered to Buyer pursuant to the foregoing sentence, such Seller shall deliver to the Buyer on the Closing Date and on or prior any such items as soon as reasonably practicable. (d) No Seller shall be required to deliver information to the Closing Date permanently delete all Buyer to the extent disclosure of such information from would (i) jeopardize any attorney-client privilege, protection under the existing computer disks, records, tapes work product doctrine or other storage medium that is retained by the Sellers legal privilege, or (ii) permanently delete and erase from such computer diskscontravene any applicable Laws, records, tapes fiduciary duty or other storage medium delivered binding agreement entered into prior to the Buyer all information that does not relate to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platform)date hereof.

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, upon reasonable notice, the Companies shall, and Company shall cause the Enhanced Entities to, afford the Buyer and its Representatives reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours to the Representatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic)facilities, books and records of the Enhanced EntitiesCompany for any reasonable purpose related to this Agreement and the transactions contemplated hereby; provided, that any such access shall be conducted at the Buyer’s expense, during normal business hours, under the supervision of the Company’s personnel and shall furnish the Buyer with in such financial, operating and other data and information as the Buyer may reasonably request (in each case, in a manner so as to not unreasonably to interfere with the normal business operations of the Enhanced Entities)Company. Notwithstanding anything to the contrary in this Agreement, upon notice to the Buyer thereof, the Company shall not be required to provide access to any information to the Buyer or its Representatives if the Company determines, in its reasonable discretion, that (i) such access would jeopardize any attorney-client or other legal privilege, (ii) such access would contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof, (iii) the information to be accessed is pertinent to any litigation in which the Company or any of its Affiliates, on the one hand, and the Buyer or any of its Affiliates, on the other hand, are adverse parties, (iv) the information to be accessed should not be disclosed due to its competitively sensitive nature, or (v) the information to be accessed relates to any consolidated, combined or unitary Return filed by any of the Sellers, the Company or any of their Affiliates or any of their respective predecessor entities. (b) On In order to facilitate the resolution of any claims made against or incurred by the Sellers (as it relates to the Company), for a period of seven years after the Closing Dateor, if shorter, the Companies shall deliver or cause to be delivered to applicable period specified in the Buyer’s document retention policy, the Buyer all original shall (and any and all copies ofi) agreements, documents, retain the books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case records relating to the business and operations of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate Company relating to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or periods prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or and (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to afford the Buyer all information that does not relate to the business and operations Representatives of the Enhanced Entities. Following Sellers reasonable access (including the Closing Dateright to make, at the Sellers shall not retain in their possession or under their controlSeller’s expense, in any formphotocopies), any agreementsduring normal business hours, documents, to such books and records; provided, files or other informationhowever, or that the Buyer shall notify the Sellers in writing at least 30 days in advance of destroying any computer disks, records, tapes or any other storage medium that contains any agreements, documents, such books and records, files and other information, relating records prior to the business and operations seventh anniversary of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of Closing Date in order to provide the Sellers (including any “cloud” storage platform)the opportunity to copy such books and records in accordance with this Section 6.2.

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, upon reasonable notice, the Companies shallSeller shall (i) afford, permit and shall cause the Enhanced Entities to, afford furnish the Buyer and its Representatives (including actual and potential debt financing sources) (A) reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours to the Representativespersonnel, assets, properties, offices, plants offices and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic)facilities, books and records of the Enhanced EntitiesSeller, the Acquired Entity and the Purchased Subsidiaries relating primarily to the Business for any reasonable purpose related to this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (B) to make such inspections (but excluding any environmental sampling or testing on any of the Leased Real Property without the 97989374_16 Seller’s prior written consent), and shall furnish (C) all such information relating to the Buyer with such financialSeller, operating the Acquired Entity and other data and information the Purchased Subsidiaries relating primarily to the Business as the Buyer and its Representatives may from time to time reasonably request and (ii) instruct the Seller’s Representatives, the Acquired Entity and the Purchased Subsidiaries to reasonably cooperate with the Buyer in each caseits investigation of the Business; provided, however, that any such access shall be conducted at the Buyer’s expense, during normal business hours, upon reasonable prior notice, under the supervision of the Seller’s personnel or designees and in such a manner so as not to not unreasonably interfere with the normal business operations of the Enhanced EntitiesBusiness. Notwithstanding anything to the contrary in this Agreement, none of the Seller, the Acquired Entity or the Purchased Subsidiaries shall be required to provide access to any information to the Buyer or its Representatives if the Seller determines, in its reasonable discretion, that (i) such access would jeopardize any attorney-client or other legal privilege, (ii) such access would contravene any applicable Laws, fiduciary duty or binding Contract entered into prior to the date of this Agreement, (iii) the information to be accessed would cause significant competitive harm to the Seller, the Acquired Entity, the Purchased Subsidiaries and the Business if the transactions contemplated by this Agreement and the Ancillary Agreements are not consummated, or (iv) the information to be accessed relates to any consolidated, combined or unitary Tax return filed by the Seller or any Affiliate thereof or any of their respective predecessor entities; provided, however, that in the case of clauses (i) through (iv), the Seller shall notify the Buyer and its Representatives and use commercially reasonable efforts to provide for information or access in a manner that does not jeopardize such privilege or restriction; provided, further, that if the parties hereto are in an adversarial relationship in any Action, the access provided by this Section 5.2(a) shall be subject to applicable rules relating to discovery. (b) On For a period of seven years after the Closing Dateand subject to the standard record destruction policies of the Business, the Companies Buyer shall deliver or cause to be delivered to retain the Books and Records. The Buyer all original (and any and all copies of) agreements, documents, books and records, files and other informationshall, and all computer disksshall cause its Affiliates (including the Acquired Entity and the Purchased Subsidiaries following the Closing) to, recordsupon reasonable prior written notice, tapes except as prohibited by Law, afford the Representatives of the Seller reasonable access (including the right to make, at the Seller’s expense, photocopies), during normal business hours and any other storage medium on which any in such agreements, documents, books and records, files and other information is stored, in any such case relating a manner as not to unreasonably interfere with the business and normal operations of the Enhanced Entities that are Acquired Entity, the Purchased Subsidiaries and the Business, to such Books and Records for a period of seven years after the Closing for any reasonable purpose. Notwithstanding anything to the contrary in this Agreement, the possession of or under Buyer and its Affiliates (including the control Acquired Entity and the Purchased Subsidiaries following the Closing) will not be required to disclose information to the Representatives of the Enhanced Entities. If any such computer disks, records, tapes Seller that is subject to attorney-client or other storage medium contain legal privilege; provided, that the Buyer and its Affiliates, as applicable, shall notify the Representatives of the Seller and use commercially reasonable efforts to provide for information or access in a manner that does not relate jeopardize such privilege. The Buyer shall notify the Seller in writing at least 30 days in advance of destroying any such Books and Records prior to the business and operations seventh anniversary of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or prior in order to provide the Closing Date permanently delete all Seller the opportunity to copy such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to the Buyer all information that does not relate to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to records (at the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platformSeller’s expense) in accordance with this Section 5.2(b).

Covenants Regarding Information. (a) From the date hereof through the Closing DateUpon receipt of reasonable advance notice, the Companies shall, and Company shall cause the Enhanced Entities to, afford the Buyer and its Representatives reasonable access (including for inspection and copying) upon reasonable noticefrom the date hereof through the Closing Date, during normal business hours hours, solely in furtherance of the Buyer’s investigation of the Company, to the Representatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic)facilities, books and records of the Enhanced EntitiesCompany, and shall furnish the Buyer with such financial, operating and other data and information as the Buyer may reasonably request request; provided, however, that (a) the provisions of this Section 6.2 shall be carried out in each caseaccordance with applicable Law relating to the exchange of information, and (b) notwithstanding anything to the contrary in this Agreement, the Company shall not be required to provide access to or disclose information where such access or disclosure would waive attorney-client privilege of such party or contravene any Law or binding agreement entered into prior to the date of this Agreement, provided that the Company shall use its reasonable best efforts to provide substitute disclosure that would not result in such a manner so as to not unreasonably interfere waiver or contravention. All investigations, including environmental due diligence investigations, conducted by the Buyer or any of the Buyer’s Representatives shall be conducted at the Buyer’s sole cost, risk and expense, and any conclusions made from such investigations done by the Buyer or the Buyer’s Representatives shall result from the Buyer’s own independent review and judgment. The Buyer shall coordinate its access rights and physical inspections of the real property and the other assets of the Company with the normal Sellers Representative to reasonably minimize any inconvenience to or interruption of the conduct of the business of the Company. The Buyer’s environmental due diligence shall be limited to a visual site inspection and limited environmental compliance evaluation of the assets, the real property, and the operations of the Enhanced EntitiesCompany, and in no event shall the Buyer perform any invasive testing or sampling of the ambient air, soil, surface water or ground water absent the express written consent of the Sellers Representative, which may be withheld solely within the Sellers Representative’s discretion. The Buyer shall, and shall cause its Representatives to, abide by the operating safety rules, regulations and operating policies of the Company and any third Person operator of any Company’s assets. Notwithstanding the foregoing, (i) the Buyer shall have no right of access to, and the Sellers Representative or the Sellers shall have no obligation to provide or make available to the Buyer information relating to bids received from others in connection with the transactions contemplated by this Agreement and the Ancillary Agreements and information and analysis (including financial analysis) relating to such bids; (ii) without the prior written consent of the Sellers Representative (which will not be unreasonably withheld, conditioned or delayed), the Buyer shall not contact any suppliers to, or customers of, the Company with respect to the transactions contemplated by this Agreement and the Ancillary Agreements; and (iii) the Seller’s obligation to provide access to the Buyer and its Representatives under this Section 6.2(a), including for the purpose of conducting any environmental due diligence investigation, is subject in all cases to the Company’s obtaining any required consents of third Persons, including landlords for Leased Real Property and third Person operators of any assets of the Company (with respect to which consents the Company will use commercially reasonable efforts to obtain, it being understood that such commercially reasonable efforts do not include the payment of money or any other consideration). (b) On The Buyer hereby agrees to defend, indemnify and hold harmless each of the Closing Date, operators of the Companies shall deliver or cause to be delivered to assets of the Buyer all original (Company and each of the Seller Indemnified Parties from and against any and all copies Losses attributable to personal injury, death or physical or other property damage, or violation of the Sellers’ or the Sellers’ Affiliates’ or any third Person operator’s rules, regulations or operating policies of which the Buyer or the representatives of the Buyer associated with the Losses had been informed, to the extent arising out of) agreements, documents, books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case resulting from or relating to any field visit, environmental property assessment or other due diligence activity conducted by the business and operations Buyer or any of its representatives with respect to the real property or other assets of the Enhanced Entities that are Company, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY OF THE SELLER INDEMNIFIED PARTIES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE SELLER INDEMNIFIED PARTIES. (c) All information obtained pursuant to this Section 6.2 shall be “Confidential Information” as such term is used in the possession Section 6.8 of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate this Agreement and shall be subject to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates terms thereof. Notwithstanding anything to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or contrary in this Agreement, prior to the Closing Date permanently delete all such information from the existing computer disksBuyer shall not approach or discuss the business of the Company, records, tapes its real property or other storage medium that is retained by assets, or the Sellers or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to with any Governmental Authority with responsibility for Environmental Laws without the Buyer all information that does not relate to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf prior written authorization of the Sellers (including any “cloud” storage platform)Representative.

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, the Companies Company shall, and the Voting Stockholders shall cause the Enhanced Entities Company to, afford the Buyer ILOG Group and its Representatives reasonable complete access (including for inspection and copying) upon at all reasonable notice, during normal business hours times to the Representatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic)facilities, books and records of the Enhanced EntitiesCompany, and shall furnish the Buyer ILOG Group with such financial, operating and other data and information as the Buyer ILOG Group may reasonably request (in each case, in a manner so as to not unreasonably interfere with the normal business operations of the Enhanced Entities)request. (b) On the Closing Date, the Companies shall Company and the Voting Stockholders will deliver or cause to be delivered to the Buyer ILOG Group all original (and any and all copies of) agreements, documents, books and records, records and files and other information, and all stored on computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case relating to the business and operations of the Enhanced Entities that are in the possession of disks or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to the Buyer all information that does not relate to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, in the possession of the Company or the Voting Stockholders relating to the assets, business and operations of the Target Entities Company. (c) In order to facilitate the resolution of any claims made by or against or incurred by the ILOG Group or the Company or any of their Subsidiaries or Affiliates after the Closing or for any other reasonable purpose, for a period of three years following the Closing, the Voting Stockholders shall: (i) retain all books, documents, information, data, files and other records of the Voting Stockholders that relate to the Company and their business and operations for periods prior to the Closing and which shall not otherwise have been delivered to the ILOG Group or the Company; (ii) upon reasonable notice, afford the ILOG Group, the Company and their respective Representatives reasonable access (including any personal for inspection and copying, at the ILOG Group’s expense), during normal business hours, to such books, documents, information, data, files and other records, including in connection with claims, proceedings, actions, investigations, audits and other regulatory or other information stored on any media by any employees of any Target Entitylegal proceedings involving or relating to the Company; and (iii) furnish the ILOG Group and the Company and their Subsidiaries and Affiliates and their respective Representatives reasonable assistance (at the ILOG Group’s expense), including access to Personnel, in connection with any such claims and other proceedings; provided that such access shall be granted until the later of three years following the Closing and the expiration date of the foregoing applicable statute of limitations with respect to tax matters. The Voting Stockholders shall permit, promptly upon reasonable request, the ILOG Group and the Company and their Subsidiaries and Affiliates and their respective Representatives to use original copies of any such records for purposes of litigation; provided that is stored on such records shall promptly be returned to the Voting Stockholders following such use. The Voting Stockholders shall not destroy any server or other storage media maintained by a third party on behalf such books and records without providing the ILOG Group with written notice detailing the contents of such books and records, and providing the Sellers (including any “cloud” storage platform)ILOG Group with the opportunity to obtain such books and records, at least 90 days prior to the destruction thereof.

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, the Companies shall, and shall cause the Enhanced Entities to, afford the Buyer and its Representatives reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours the Company shall afford the Buyer, the Acquisition Sub and their respective officers, employees, agents, accountants, advisors, bankers, financing sources and other representatives (collectively, “Representatives”) reasonable access to the Representatives, properties, offices, plants offices and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic)facilities, books and records of the Enhanced EntitiesCompany, and the Company shall furnish the Buyer or the Acquisition Sub with such financial, operating and other data and information as the Buyer or the Acquisition Sub may reasonably request (including the right to make photocopies of all documents at the Buyer’s or the Acquisition Sub’s expense); provided, however, that any such access or furnishing of information shall be conducted at the Buyer’s or the Acquisition Sub’s expense, during normal business hours, under the supervision of the Seller’s or the Company’s personnel and in each case, in such a manner so as to not unreasonably to interfere with the normal business operations of the Enhanced Entities)Company. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to disclose any information to the Buyer, the Acquisition Sub or their respective Representatives or provide the Buyer, the Acquisition Sub or their respective Representatives access to the Company’s properties, offices and other facilities if such disclosure or access would, in the Company’s reasonable discretion after consultation with legal counsel, (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, provided that, if reasonably requested by the Buyer or the Acquisition Sub and at the Buyer’s or the Acquisition Sub’s expense, the Company and the Seller shall use their commercially reasonable efforts to obtain such consents and waivers (as applicable) as are necessary or appropriate to provide any such restricted information to the Buyer, the Acquisition Sub and their respective Representatives. (b) On In order to facilitate the resolution of any claims made against or incurred by the Seller (as it relates to the Company), for a period of seven years after the Closing Dateor, if shorter, the Companies applicable period specified in the Buyer’s document retention policy, the Buyer shall deliver (i) retain the books and records relating to the Company relating to periods prior to the Closing and (ii) afford the Representatives of the Seller reasonable access (including the right to make photocopies at the Seller’s expense), during normal business hours, to such books and records; provided, however, that the Buyer shall notify the Seller in writing at least thirty (30) calendar days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide the Seller the opportunity to take possession of or cause copy such books and records in accordance with this Section 6.2(b). (c) In order to be facilitate the resolution of any claims made against or incurred by the Buyer or the Company, for a period of seven years after the Closing or, if shorter, the applicable period specified in the Seller’s document retention policy, the Seller shall (i) retain the books and records relating to the Company relating to periods prior to the Closing which shall not otherwise have been delivered to the Buyer all original and (and any and all copies ofii) agreementsupon reasonable notice, documentsafford the Representatives of the Buyer reasonable access (including the right to make photocopies at the Buyer’s expense), during normal business hours, to such books and records; provided, files and other informationhowever, and all computer disks, records, tapes and any other storage medium on which that the Seller shall notify the Buyer in writing at least thirty (30) calendar days in advance of destroying any such agreements, documents, books and records, files and other information is stored, in any such case relating records prior to the business and operations seventh anniversary of the Enhanced Entities that are Closing Date in order to provide the Buyer the opportunity to take possession of or under the control of the Enhanced Entities. If any copy such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to the Buyer all information that does not relate to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platformrecords in accordance with this Section 6.2(c).

Covenants Regarding Information. (a) From the date hereof through On or as soon as practicable after the Closing Date, the Companies shall, and shall cause the Enhanced Entities to, afford the Buyer and its Representatives reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours to the Representatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic), books and records of the Enhanced Entities, and shall furnish the Buyer with such financial, operating and other data and information as the Buyer may reasonably request (in each case, in a manner so as to not unreasonably interfere with the normal business operations of the Enhanced Entities). (b) On the Closing Dateany event within five Business Days thereafter, the Companies shall Sellers will deliver or cause to be delivered to the Buyer Buyers all original (and any and all copies of) agreements, documents, books and records, records and files and other information, and all stored on computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case relating to the business and operations of the Enhanced Entities that are in the possession of disks or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to the Buyer all information that does not relate to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains relating to the Media Business and in the possession of the Seller or any agreementsAffiliate of the Seller. (b) In order to facilitate the resolution of any claims made against or incurred by the Sellers (as it relates to the Media Business) or for any other legitimate business purpose, documentsincluding without limitation (i) the preparation of financial statements, (ii) U.S. Securities and Exchange Commission reporting requirements, and (iii) Excluded Liabilities, for a period of seven years after the Closing or, if shorter, the applicable period specified in the Buyers’ document retention policy, one of the Buyers shall (i) retain the books and records relating to the Media Business relating to periods prior to the Closing and (ii) afford the Representatives of the Sellers reasonable access (including the right to make, at the Sellers’ expense, photocopies), during normal business hours, to such books and records; provided, files however, that a Buyer shall notify the Sellers in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide the Sellers the opportunity to copy such books and records in accordance with this Section 5.1(b), and (iii) assist Seller and Seller’s Representatives in the preparation of, review or audit of financial statements that are reasonably required to enable Seller to comply on a timely basis with applicable United States federal securities Laws. (c) In order to facilitate the resolution of any claims made against or incurred by a Buyer or for any other informationlegitimate business purpose, including without limitation (i) the preparation of financial statements, (ii) U.S. Securities and Exchange Commission reporting requirements, and (iii) Assumed Liabilities, for a period of seven years after the Closing or, if shorter, the applicable period specified in the Sellers’ document retention policy, the Sellers shall (i) retain the books and records relating to the business and operations Media Business relating to periods prior to the Closing which shall not otherwise have been delivered to a Buyer, (ii) upon reasonable notice, afford the Representatives of the Target Entities Buyers reasonable access (including any personal or other information stored on any media by any employees of any Target Entitythe right to make, at a Buyer’s expense, photocopies), including during normal business hours, to such books and records to the extent relating exclusively to the Media Business; provided, however, that the Sellers shall notify the Buyers in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the foregoing Closing Date in order to provide the Buyers the opportunity to copy such books and records in accordance with this Section 5.1(c), and (iii) assist Buyers and Buyers’ Representatives in the preparation of, review or audit of financial statements that is stored are reasonably required to enable Buyers to comply on any server or other storage media maintained by a third party on behalf of timely basis with applicable United States federal securities Laws. [***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Sellers (including any “cloud” storage platform)Securities and Exchange Commission.

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, upon reasonable notice, the Companies Seller shall, and shall cause each of the Enhanced Entities Seller Subsidiaries to, afford the Buyer and its Representatives reasonable access to the bookings, ▇▇▇▇▇▇▇▇, and collections information of the Seller and each of the Seller Subsidiaries to the extent exclusively relating to the Business; provided, however, that any such access or furnishing of information shall be conducted at the Buyer’s expense, during normal business hours, under the supervision of the personnel of the Seller or the applicable Seller Subsidiary and in such a manner as not unreasonably to interfere with the normal operations of the Seller or the applicable Seller Subsidiary and the Business. Notwithstanding anything to the contrary in this Agreement, the Seller shall not be required to disclose, or cause any of the Seller Subsidiaries to disclose, any information to the Buyer or its Representatives if the Seller determines, in its good faith discretion, that (i) such disclosure would jeopardize any attorney-client or other legal privilege, (ii) such disclosure would contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof, (iii) such information is pertinent to any litigation in which the Seller or any of its Affiliates, on the one hand, and the Buyer or any of its Affiliates, on the other hand, are engaged, (iv) such information should not be disclosed due to its competitively sensitive nature, or (v) such information relates to any Return filed by the Seller or any Affiliate thereof or any of their respective predecessor entities. (b) In order to facilitate the resolution of any claims made against or incurred by the Seller or any Seller Subsidiary in relation to the Business, for a period of seven years after the Closing or, if shorter, the applicable period specified in the Buyer’s document retention policy, the Buyer shall (i) retain the books and records relating to the Business relating to periods prior to the Closing and (ii) afford the Representatives of the Seller reasonable access (including the right to make, at the Seller’s expense, photocopies), during normal business hours, to such books and records. (c) In order to facilitate the resolution of any claims made against or incurred by the Buyer in relation to the Business, for inspection a period of seven years after the Closing or, if shorter, the applicable period specified in the Seller’s or the applicable Seller Subsidiary’s document retention policy, the Seller shall, and copyingshall cause each of the Seller Subsidiaries to, (i) retain the books and records relating to the Business relating to periods prior to the Closing which shall not otherwise have been delivered to the Buyer and (ii) upon reasonable notice, afford the Representatives of the Buyer reasonable access (including the right to make, at the Buyer’s expense, photocopies), during normal business hours hours, to the Representatives, properties, offices, plants such books and other facilities (but solely records to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic), books and records of the Enhanced Entities, and shall furnish the Buyer with such financial, operating and other data and information as the Buyer may reasonably request (in each case, in a manner so as to not unreasonably interfere with the normal business operations of the Enhanced Entities). (b) On the Closing Date, the Companies shall deliver or cause to be delivered to the Buyer all original (and any and all copies of) agreements, documents, books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case exclusively relating to the business and operations of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to the Buyer all information that does not relate to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platform)Business.

Covenants Regarding Information. (a) From the date hereof Effective Date through the Closing Date, the Companies shall, and Seller Parties shall cause the Enhanced Entities to, afford the Buyer Parties and its their Representatives reasonable access (including for inspection and copying) upon at all reasonable notice, during normal business hours times to the Purchased Assets and the Seller’s Representatives, properties, offices, plants and other facilities (but solely to the extent necessary facilities, and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic), books and records of relating to the Enhanced EntitiesBusiness and the Purchased Assets, and shall furnish the Buyer Parties with such financial, operating and other data and information in connection with the Business and the Purchased Assets as the Buyer may reasonably request request. Any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Seller, under the supervision of the Seller’s personnel and in such a manner as not to interfere with the conduct of the Business or any other businesses of the Seller. Notwithstanding anything to the contrary in this Agreement, the Seller shall not be required to disclose any information to the Buyer Parties if such disclosure would, in the Seller’s reasonable discretion: (i) cause significant competitive harm to the Seller and its businesses, including the Business, if the transactions contemplated by this Agreement are not consummated; (ii) jeopardize any attorney-client or other similar privilege; or (iii) reveal bids received from third parties in each caseconnection with transactions similar to those contemplated by this Agreement and any information and analysis (including financial analysis) relating to such bids; provided, that in the case of clauses (i) and (ii), the parties shall reasonably cooperate in seeking alternative means whereby the Buyer Parties are provided access to such information in a manner so as that would not cause such competitive harm or jeopardize such privilege (including by providing such information on a redacted or “attorneys’ eyes only” basis). Prior to not unreasonably interfere with the normal business operations Closing, without the prior written consent of the Enhanced EntitiesSeller, which may be withheld in its reasonable discretion, the Buyer Parties shall not contact any suppliers to, or customers of, the Business, other than any such suppliers or customers with whom the Buyer Parties or their respective Affiliates have, or enter into, a business relationship that is unrelated to the Seller, the Business or the transactions contemplated by this Agreement. The Buyer Parties shall, and shall cause their Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 5.2(a). (b) On At the Closing DateClosing, the Companies Seller shall deliver or cause to be delivered to the Buyer all original (and any and all copies of) agreements, documents, books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case case, relating to the business and operations of Business or the Enhanced Entities Purchased Assets, that are in the possession of or under the control of the Enhanced Entities. If any such computer disksSeller, records, tapes or other storage medium contain information that does not relate except to the business and operations of extent related to the Enhanced EntitiesExcluded Assets or the Excluded Liabilities; provided, that the Enhanced Entities Seller shall either be permitted to keep (i) transfer a complete one copy of the information stored thereon that relates such books, records and other materials to the business extent required by applicable Law to demonstrate compliance with applicable Law or pursuant to the Seller’s bona fide internal compliance procedures and operations (ii) such books, records or other materials in the form of the Enhanced Entities onto storage media that is delivered to so-called “back-up” electronic tapes recorded in the Buyer on the Closing Date and on or prior to the Closing Date permanently delete all ordinary course of business. All such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or (iiSeller pursuant to this Section 5.2(b) permanently delete and erase from such computer diskswill not be used by the Seller, records, tapes or other storage medium delivered than to the Buyer all information that does not relate extent expressly permitted in this Section 5.2(b), and shall be deemed Confidential Information and held by the Seller subject to the business and operations obligations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain Seller Parties set forth in their possession or under their control, in any form, any agreements, documents, books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platformSection 5.8(b).

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, upon reasonable notice, the Companies Seller shall, and shall cause the Enhanced Entities Companies to, afford the Buyer and its Representatives reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours to the Seller’s personnel, Representatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic)facilities, books and records of relating to the Enhanced EntitiesBusiness and the Companies, and shall cause the Companies to furnish the Buyer with such financial, operating and other data and information relating to the Business as the Buyer may reasonably request (request; provided, however, that any such access or furnishing of information shall be conducted during normal business hours, under the supervision of the Seller’s personnel and in each case, in such a manner so as to not unreasonably to interfere with the normal business operations of the Enhanced Entities)Business and the Seller and its Subsidiaries. Notwithstanding anything to the contrary in this Agreement, none of the Seller or any of the Companies shall be required to disclose any information to the Buyer or its Representatives if such disclosure would, in the Seller’s sole reasonable judgment (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) relate to any consolidated, combined or unitary Return filed by the Seller or any Affiliate thereof or any of their respective predecessor entities. (b) On In order to facilitate the resolution of any claims made against or incurred by the Seller (as it relates to the Business or any Company), or as necessary for the Seller to conduct its business (including the Seller’s compliance with Tax Laws) following the Closing, for a period of seven years after the Closing Dateor, if shorter, the applicable period specified in the Buyer’s document retention policy, the Buyer shall (i) retain the books and records relating to the Business and the Companies relating to periods prior to the Closing and (ii) afford the Representatives of the Seller reasonable access (including the right to make, at the Seller’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the Buyer shall deliver notify the Seller in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide the Seller the opportunity to copy such books and records in accordance with this Section 5.2(b). (c) In order to facilitate the resolution of any claims made against or cause incurred by the Buyer or any Company, or as necessary for the Buyer to be conduct the Business (including the Buyer’s compliance with Tax laws) following the Closing, for a period of seven years after the Closing or, if shorter, the applicable period specified in the Seller’s document retention policy, the Seller shall (i) retain the books and records relating to the Business and the Companies relating to periods prior to the Closing which shall not otherwise have been delivered to the Buyer all original and (and any and all copies ofii) agreementsupon reasonable notice, documentsafford the Representatives of the Buyer reasonable access (including the right to make, at the Buyer’s expense, photocopies), during normal business hours, to such books and records; provided, files and other informationhowever, and all computer disks, records, tapes and any other storage medium on which that the Seller shall notify the Buyer in writing at least 30 days in advance of destroying any such agreements, documents, books and records, files and other information is stored, in any such case relating records prior to the business and operations seventh anniversary of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or prior in order to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to provide the Buyer all information that does not relate the opportunity to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, copy such books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platformrecords in accordance with this Section 5.2(c).

Covenants Regarding Information. (a) From the date hereof through the Closing Date, the Companies Seller shall, and shall cause the Enhanced Entities its Affiliates to, afford the Buyer and its Representatives reasonable access (including for inspection and copying) at all reasonable times and upon reasonable notice, during normal business hours prior notice to the Purchased Assets and the Seller’s Representatives, properties, offices, plants and other facilities (but solely to the extent necessary facilities, and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic), books and records of relating to the Enhanced EntitiesBusiness and the Purchased Assets, and shall furnish the Buyer with (i) unaudited monthly financial statements for the month of the date of the Agreement and for each subsequent month thereafter through the month of the Closing, in each case promptly (and in any event no later than five Business Days) following the end of each such month and (ii) such financial, operating and other data and information in connection with the Business and the Purchased Assets as the Buyer may reasonably request (in each caserequest; provided, in that until the Closing Date, the Seller shall not be required to provide access to or furnish any information if doing so would violate applicable Law, or where such access to information would involve the waiver of an attorney-client privilege so long as the Seller has taken all reasonable steps to permit inspection of or to disclose such information on a manner so basis that does not violate applicable Law or compromise the Seller’s privilege with respect thereto, including by disclosing such information to external counsel to the Buyer to the extent required to comply with applicable Law or maintain such privilege, as to not unreasonably interfere with the normal business operations of the Enhanced Entities)applicable. (b) On the Closing Date, the Companies Seller shall deliver or cause to be delivered to the Buyer all original (and any and all copies of) agreements, documents, books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case case, relating to the business and operations of Business or the Enhanced Entities that are in the possession of or under the control of the Enhanced EntitiesPurchased Assets. If any such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of Business or the Enhanced EntitiesPurchased Assets, the Enhanced Entities Seller shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of Business or the Enhanced Entities Purchased Assets onto storage media that is delivered to the Buyer on the Closing Date and on or prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers Seller or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to the Buyer all information that does not relate to the business and operations of Business or the Enhanced EntitiesPurchased Assets. Following the Closing Date, the Sellers Seller shall not retain in their its possession or under their its control, in any form, any agreements, documents, books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of Business or the Target Entities Purchased Assets (including any personal or other information stored on any media by any employees of any Target EntityTransferring Employees), including any of the foregoing that is stored on any server or other storage media maintained by a third third-party on behalf of the Sellers Seller (including any “cloud” storage platform). If, notwithstanding the foregoing, the Seller discovers following the Closing Date that it is in possession of or has under its control any such items, the Seller shall (x) deliver to the Buyer any such items and (y) thereafter permanently delete and erase all such information (including all copies thereof) in its possession or under its control as soon as reasonably practicable. 45 (c) In order to facilitate the resolution of any claims made by or against or incurred by the Buyer after the Closing or for any other reasonable purpose, for a period of seven years following the Closing, the Seller shall: (i) retain all books, documents, information, data, files and other records of the Seller that relate to the Business, the Purchased Assets or the Assumed Liabilities for periods prior to the Closing and which shall not otherwise have been delivered to the Buyer; (ii) upon reasonable notice, afford the Buyer and its Representatives reasonable access (including for inspection and copying, at the Buyer’s expense), during normal business hours, to such books, documents, information, data, files and other records, including in connection with claims, proceedings, actions, investigations, audits and other regulatory or legal proceedings involving or relating to the Business, the Purchased Assets or the Assumed Liabilities; and (iii) furnish the Buyer and its Representatives reasonable assistance (at the Buyer’s expense), including access to personnel, in connection with any such claims and other proceedings; provided, that such access shall be granted until the later of seven years following the Closing and the expiration date of the applicable statute of limitations with respect to tax matters. The Seller shall permit, promptly upon reasonable request, the Buyer and its Representatives to use original copies of any such records for purposes of litigation; provided, that such records shall promptly be returned to the Seller following such use. The Seller shall not destroy any such books and records without providing the Buyer with written notice detailing the contents of such books and records, and providing the Buyer with the opportunity to obtain such books and records, at least 90 days prior to the destruction thereof.

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, the Companies shallupon reasonable notice, and each Seller shall cause the Enhanced Entities to, afford the Buyer and its Representatives reasonable access (including for inspection and copyingthe right to make, at the Buyer’s expense, photocopies) upon reasonable notice, during normal business hours to the Representatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic)facilities, books and records records, Contracts, and other documents of the Enhanced Entities, and shall furnish the Buyer with such Business (including any additional financial, operating operating, and other data and information as relating to the Buyer may reasonably request (Business that is already prepared by any Seller) for any reasonable purpose related to this Agreement and the transactions contemplated hereby; provided, that any such access shall be conducted at the Buyer’s expense, during normal business hours, under the supervision of the applicable Seller’s personnel and in each case, in such a manner so as to not unreasonably to interfere with the normal business operations of the Enhanced EntitiesBusiness, and shall be subject to any limitations resulting from any Public Health Measures; provided further, that with respect to any properties, plants or other facilities of the Business, any such access shall not include access for the purpose of conducting any real property assessments or environmental analysis that include intrusive soil testing of any such properties, plants or other facilities without the consent of the Seller Parent, which may be granted or withheld in the Seller Parent’s sole discretion. Notwithstanding anything to the contrary in this Agreement, no Seller shall be required to provide access to any information to the Buyer or its Representatives if Seller Parent reasonably determine that (i) such access would jeopardize any attorney-client or other legal privilege, (ii) such access would contravene any applicable Laws (including any Public Health Measure), (iii) the information to be accessed is pertinent to any existing litigation in which any Seller or any of its Affiliates, on the one hand, and the Buyer or any of its Affiliates, on the other hand, are engaged, (iv) the information to be accessed should not be disclosed due to its competitively sensitive nature, or (v) the information to be accessed relates to any consolidated, combined or unitary Return filed by the Sellers or any Affiliate thereof or any of their respective predecessor entities; provided, however, that, in each of the foregoing instances, the Sellers shall (x) disclose to the Buyer the existence of such information, and (y) with respect to the foregoing clauses (i), (ii) and (iv), use commercially reasonable efforts to enter into such agreements with the Buyer as are reasonably necessary to enable the Buyer to access such information without jeopardizing any attorney-client or other legal privilege or contravening applicable Law. (b) On In order to facilitate the resolution of any claims made against or incurred by the Seller Parent (as such claims relate to the Business), for a period of seven years after the Closing Dateor, if shorter, the Companies applicable period specified in the Buyer’s document retention policy, the Buyer shall deliver (i) retain the books and records relating to the Business relating to periods prior to the Closing and (ii) upon reasonable notice, afford the Representatives of the Seller Parent reasonable access (including the right to make, at the Seller Parent’s expense, photocopies), subject to any limitations resulting from any Public Health Measures, during normal business hours, to such books and records. (c) In order to facilitate the resolution of any claims made against or cause incurred by the Buyer, for a period of seven years after the Closing or, if shorter, the applicable period specified in each Seller’s document retention policy, each Seller shall (i) retain the books and records relating to be the Business relating to periods prior to the Closing which shall not otherwise have been delivered to the Buyer all original (and any and all copies of) agreements, documents, books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case relating to the business and operations of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or (ii) permanently delete upon reasonable notice, afford the Representatives of the Buyer reasonable access (including the right to make, at the Buyer’s expense, photocopies), subject to any limitations resulting from any Public Health Measures, during normal business hours, to such books and erase from such computer disks, records, tapes or other storage medium delivered records to the Buyer all information that does not relate extent relating exclusively to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platform)Business.

Covenants Regarding Information. (a) From Between the date hereof through and the Closing Date, the Companies shall, and shall cause the Enhanced Entities to, afford Company will provide the Buyer and its Representatives authorized representatives with reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours to the Representatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the CompaniesCompany and its personnel, given the ongoing COVID-19 pandemic)representatives, books and records records; provided, that the Buyer agrees that such access will give due regard to minimizing interference with the operations, activities and employees of the Enhanced Entities, and shall furnish the Buyer with such financial, operating and other data and information as the Buyer may reasonably request (in each case, in a manner so as to not unreasonably interfere with the normal business operations of the Enhanced Entities)Company. (b) On Between the date hereof and the Closing Date, the Companies Company shall deliver or cause to be delivered furnish to the Buyer all original (and any its authorized representatives such financial and all copies of) agreements, documents, books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files operating data and other information is stored, in any such case relating with respect to the business Business and operations properties of the Enhanced Entities that are in Company as the possession Buyer may from time to time reasonably request, including the delivery of or under the control unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Enhanced Entities. If any such computer disksCompany, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or prepared in accordance with GAAP for each fiscal quarter ended at least 45 days prior to the Closing Date permanently delete Date. (c) Between the date hereof and Closing, Seller shall, or if applicable shall request ▇▇▇▇▇, Inc. (to the extent permitted under the Iowa Falls Contract and the ▇▇▇▇▇▇▇▇ Contract) to, deliver to the Buyer, (i) contemporaneously with the delivery thereof to Company, (A) copies of all Progress Reports (as such term is defined in each of the Iowa Falls Contract and the ▇▇▇▇▇▇▇▇ Contract, as applicable), (B) copies of all results of all Performance Tests (as such term is defined in each of the Iowa Falls Contract and the Fairbank Contract, as applicable), and (C) copies of all required permits listed on the Exhibits H of the Iowa Falls Contract and ▇▇▇▇▇▇▇▇ Contract; and (ii) contemporaneously with the delivery thereof to Company or ▇▇▇▇▇, Inc., as applicable, (A) copies of all written notices of default delivered by either party to the Fairbank Contract or the Iowa Falls Contract, and (B) copies of written correspondence regarding determination of the conditions required for Substantial Completion and Final Completion (as such term is defined in each of the Iowa Falls Contract and the ▇▇▇▇▇▇▇▇ Contract, as applicable). (d) Notwithstanding anything to the contrary in this Agreement, nothing in this Section 6.2 shall require the Company to disclose any information from to the existing computer disksBuyer if such disclosure (i) would cause significant competitive harm to the Company, records, tapes the Seller or other storage medium that is retained any of their respective Affiliates if the transactions contemplated by the Sellers this Agreement were not consummated or (ii) permanently delete and erase from such computer disks, records, tapes would be in violation of applicable Laws or other storage medium delivered to the Buyer all information that does not relate to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platform).

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, upon reasonable notice, the Companies shall, and Seller shall cause the Enhanced Entities to, afford the Buyer and its Representatives reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours to the Representatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic)facilities, books and records of relating to the Enhanced EntitiesBusiness, the Transferred Assets or the Assumed Liabilities, and shall furnish the Buyer with such financial, operating and other data and information relating to the Business, the Transferred Assets or the Assumed Liabilities as the Buyer may reasonably request (request; provided, however, that any access or furnishing of information shall be conducted at the Buyer’s expense, during normal business hours, under the supervision of the Seller’s personnel and in each case, in such a manner so as to not unreasonably to interfere with the normal business operations of the Enhanced EntitiesSeller and the Business. Notwithstanding anything to the contrary in this Agreement, the Seller shall not be required to disclose any information to the Buyer or its Representatives if such disclosure would, in the Seller’s reasonable discretion, (i) jeopardize any attorney-client or other legal privilege, or (ii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof or (iii) relate to any consolidated, combined or unitary Return filed by the Seller or any Affiliate thereof or any of their respective predecessor entities. (b) In order to facilitate the resolution of any claims made by or against or incurred by the Seller (as it relates to the Business), other than any claim by or against the Buyer, for a period of seven years after the Closing, the Buyer shall (i) use commercially reasonable efforts to retain the material books and records relating to the Business relating to periods prior to the Closing and (ii) upon reasonable notice, afford the Representatives of the Seller reasonable access (including the right to make, at the Seller’s expense, photocopies), during normal business hours, to such books and records that relate to the Business for periods prior to the Closing; and (iii) furnish the Seller and its Representatives reasonable assistance (at the Seller’s expense), including access to personnel, in connection with any such claims and other proceedings; provided, that such access shall be granted until the later of seven years following the Closing and the expiration date of the applicable statute of limitations with respect to Tax matters. Notwithstanding the foregoing, nothing herein shall limit the ability of the Buyer to destroy any books and records pursuant to the Buyer’s general internal document retention policies; provided that the Buyer shall notify the Seller in writing at least 90 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide the Seller the opportunity to copy such books and records in accordance with this Section 5.2(b). Following the Closing, the Buyer shall furnish the Seller, its Affiliates and their respective Representatives reasonable assistance (at the Seller’s expense), including access to personnel, in connection with (1) the sale of the SoCal Printing Real Property, (2) the Construction Obligations and (3) the maintenance of information technology services provided to Affiliates of the Seller by Business Employees and the transition of such services to employees or contractors of such Affiliates within ninety (90) days following the Closing Date. (c) In order to facilitate the resolution of any Actions or claims made by or against or incurred by the Buyer, other than any claim by or against the Seller, for a period of seven years after the Closing, the Seller shall (i) use commercially reasonable efforts to retain the material books and records relating to the Business relating to periods prior to the Closing which shall not otherwise have been delivered to the Buyer; (ii) upon reasonable notice, afford the Representatives of the Buyer reasonable access (including the right to make, at the Buyer’s expense, photocopies), during normal business hours, to such books and records that relate to the Business, the Transferred Assets or the Assumed Liabilities for periods prior to the Closing and which shall not otherwise have been delivered to the Buyer; and (iii) furnish the Buyer and its Representatives reasonable assistance (at the Buyer’s expense), including access to personnel, in connection with any such claims and other proceedings; provided, that such access shall be granted until the later of seven years following the Closing and the expiration date of the applicable statute of limitations with respect to Tax matters. Notwithstanding the foregoing, nothing herein shall limit the ability of the Seller to destroy any books and records pursuant to the Seller’s general internal document retention policies; provided that the Seller shall notify the Buyer in writing at least 90 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide the Buyer the opportunity to copy such books and records in accordance with this Section 5.2(c). (bd) On the Closing Date, the Companies shall Seller will deliver or cause to be delivered to the Buyer all original (Books and any and all copies of) agreements, documents, books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case relating to the business and operations of the Enhanced Entities that are Records in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to the Buyer all information that does not relate to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platform)Seller.

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, upon reasonable notice, the Companies Company shall, and shall cause the Enhanced Entities its Subsidiaries to, afford the Buyer and its Representatives reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours to the Representatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisablefacilities, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic)Contracts, books and records of the Enhanced EntitiesCompany and each of its Subsidiaries, and shall, and shall cause its Subsidiaries to, furnish the Buyer with such financial, operating and other data and information as the Buyer may reasonably request (request; provided, however, that any such access or furnishing of information shall be conducted at the Buyer’s expense, during normal business hours, under the supervision of the Company’s personnel and in each case, in such a manner so as to not unreasonably to interfere with the normal business operations of the Enhanced Entities)Company and its Subsidiaries. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Subsidiaries shall be required to disclose any information to the Buyer or its Representatives if such disclosure would reasonably be expected to (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof. (b) On In order to facilitate the resolution of any claims made against or incurred by the Seller or any of its successors-in-interest (as it relates to the Company and its Subsidiaries), for a period of seven years after the Closing Dateor, if shorter, the Companies applicable period specified in the Buyer’s document retention policy, the Buyer shall deliver or cause to be (i) retain the books and records delivered to the Buyer all original relating to the Company and its Subsidiaries relating to periods prior to the Closing and (and any and all copies ofii) agreementsupon reasonable notice, documentsafford the Representatives of the Seller reasonable access (including the right to make, at the Seller’s expense, photocopies), during normal business hours, to such books and records; provided, files and other informationhowever, and all computer disks, records, tapes and any other storage medium on which that the Buyer shall notify the Seller in writing at least 30 days in advance of destroying any such agreements, documents, books and recordsrecords prior to the seventh anniversary of the Closing Date in order to provide the Seller the opportunity to copy such books and records in accordance with this Section 5.2(b). (c) In order to facilitate the resolution of any claims made against or incurred by the Buyer, files the Company or any of its Subsidiaries, for a period of seven years after the Closing or, if shorter, the applicable period specified in the Seller’s document retention policy, the Seller shall (i) retain the books and other information is stored, in any such case records relating to the business Company and operations of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate its Subsidiaries relating to periods prior to the business and operations of the Enhanced Entities, the Enhanced Entities Closing which shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is not otherwise have been delivered to the Buyer on and (ii) upon reasonable notice, afford the Representatives of the Buyer reasonable access (including the right to make, at the Buyer’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the Seller shall notify the Buyer in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date and on or prior in order to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to provide the Buyer all information that does not relate the opportunity to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, copy such books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platformrecords in accordance with this Section 5.2(c).

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, the Companies shallSeller will, and shall will cause the Enhanced Entities to, Acquired Companies to (i) afford the Buyer Purchaser and its Representatives reasonable full and free access (including for inspection and copying) upon reasonable notice, during normal business hours hours) to the Representatives, properties, personnel, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic), books and records of each of Acquired Companies, including employment and compensation information reasonably requested by the Enhanced EntitiesPurchaser to run the businesses of the Acquired Companies after the Closing Date, provided that Purchaser and its Representatives shall furnish not disrupt the Buyer with such financial, operating and other data and information as the Buyer may reasonably request (in each case, in a manner so as to not unreasonably interfere with the normal business operations of the Enhanced Entities)Seller or the Acquired Companies, (ii) furnish, or cause to be furnished, to the Purchaser all financial, Tax and operating data, Contracts, commitments, 30 documents, and other information with respect to each of the Acquired Companies and their respective businesses and personnel as the Purchaser may reasonably request, and (iii) provide timely financial information via the ERP system, including the Acquired Company EBITDA. No investigation or receipt of information pursuant to this Section 5.2(a) will affect any representation or warranty of the Seller. All information received pursuant to this Section 5.2(a) will be subject to the terms of subsection (b) below. (b) On The Mutual Non-Disclosure Agreement dated April 2017 (the Closing Date“NDA”) will remain in full force and effect and will be binding upon the parties thereto; provided, however, that the Companies shall deliver or cause to be delivered to the Buyer all original (Purchaser’s and any and all copies of) agreements, documents, books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case relating to the business and operations of the Enhanced Entities that are in the possession of or its Affiliates’ obligations under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer NDA will terminate effective on the Closing Date as to information relating to the Acquired Companies but not as to information relating to the Seller. (c) In order to facilitate the resolution of any claims made against or incurred by the Seller (as it relates to the Acquired Companies), for a period of seven (7) years after the Closing, the Purchaser will (i) retain the books and on or records relating to the Acquired Companies for periods prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or and (ii) permanently delete upon reasonable notice, afford the Representatives of the Seller reasonable access (including the right to make, at the Seller’s expense, photocopies), during normal business hours, to such books and erase from such computer disksrecords. The Purchaser will also comply with the provisions regarding Tax records in Section 6 below. (d) In order to facilitate the resolution of any claims made against or incurred by the Purchaser or the Acquired Companies, recordsfor a period of seven (7) years after the Closing, tapes or other storage medium the Seller will (i) retain the books and records relating to the Acquired Companies relating to periods prior to the Closing which will not otherwise have been delivered to the Buyer all information that does not relate to Purchaser and (ii) upon reasonable notice, afford the business and operations Representatives of the Enhanced Entities. Following Purchaser reasonable access (including the Closing Dateright to make, at the Sellers shall not retain in their possession or under their controlPurchaser’s expense, in any formphotocopies), any agreementsduring normal business hours, documents, to such books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to . The Seller will also comply with the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platform)provisions regarding Tax records in Section 6 below.

Covenants Regarding Information. (a) From Subject to Section 5.7 and the last sentence of this Section 5.2(a), from the date hereof through until the earlier of the Closing Dateor the termination of this Agreement, the Companies Seller shall, and shall cause the Enhanced Entities Company and its Subsidiaries to, afford the Buyer and its Representatives reasonable complete access (including for inspection and copying) during normal business hours, and upon reasonable notice, during normal business hours to the Representatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic)facilities, books and records of the Enhanced EntitiesCompany and its Subsidiaries, and shall furnish provide the Buyer with copies of such financial, operating and other data and information in the possession of the Seller, the Company or any of its Subsidiaries as the Buyer may reasonably request (in each caserequest. In exercising its rights hereunder, in a manner the Buyer shall conduct itself so as not to not unreasonably interfere in the conduct of the business of the Company or any of its Subsidiaries prior to the Closing and shall comply with all of the safety and security requirements of the Company or its Subsidiaries. The Buyer agrees that access shall be arranged through and supervised by 49 representatives of the Seller (using ▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ as the primary points of contact), unless the Seller otherwise expressly consents with respect to any specific contact. From the date hereof until the earlier of the Closing or the termination of this Agreement, the Buyer shall be permitted to contact any employee, customer, supplier or vendor of the Company or any of its Subsidiaries with respect to post‑Closing business plans if the contact and applicable communication is made (i) in accordance with the normal business operations of protocol set forth on Schedule 5.2(a), including the Enhanced Entities)timing restrictions for any such contact or communications set forth in the protocol, or (ii) with the Seller’s prior written consent. (b) On the Closing Date, the Companies shall Seller will deliver or cause to be delivered to the Buyer copies of all original (and any and all copies of) agreements, documents, and books and records, files and other information, records and all computer disks, records, records or tapes and or any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case relating to the business and operations of the Enhanced Entities Company and its Subsidiaries are stored, in each case, that are in the possession of or under the control of the Enhanced Entities. If Seller and do not exist in duplicate form already in the possession of the Company or its Subsidiaries (provided that if any such computer disks, records, tapes or other storage medium contain information that does not relate item relates exclusively to the business Company or any of its Subsidiaries and operations of the Enhanced EntitiesSeller possesses the original, the Enhanced Entities Seller shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or prior to the Closing Date permanently delete all deliver such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to the Buyer all information that does not relate to the business and operations of the Enhanced Entitiesoriginal). Following the Closing Date, the Sellers Seller shall not retain in their its possession or under their its control, in any form, any agreements, documents, or books and records, files or other information, or any computer disks, records, records or tapes or any other storage medium that contains copies of any agreements, documents, books and records, files and other information, information relating exclusively to the business and operations of the Target Entities Company and its Subsidiaries (including any personal or other information stored on any media by any employees of the Company or any Target Entityof its Subsidiaries), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers Seller (including any “cloud” storage platform); provided, however, the Seller may retain (i) a copy of any such item that the Seller in good faith determines it requires for purposes of complying with applicable Law or a contractual obligation, and (ii) copies that are automatically stored in the ordinary course of business on the Seller’s or its Affiliate’s information technology backup and disaster recovery systems. (c) Notwithstanding the provisions of Section 5.2(b), the Seller shall not be required to deliver information to the Buyer to the extent disclosure of such information would (i) jeopardize any attorney-client privilege of the Seller or any of its Affiliates (other than the Company and its Subsidiaries), protection under the work product doctrine or other legal privilege of the Seller or any of its Affiliates (other than the Company and its Subsidiaries), (ii) contravene any applicable Laws, fiduciary duty or binding agreement of the Seller or any of its Affiliates (other than the Company and its Subsidiaries) entered into prior to the date hereof, (iii) relate to any consolidated, combined or unitary Tax Return filed by the Seller or any of its Affiliates or any of their respective predecessor entities, or (iv) relate to Transactional Matters. (d) Each of the Seller and the Buyer hereby acknowledge and agree that: (i) attorneys for the Seller, both in-house and outside counsel (collectively, the “Seller Counsel”) have represented the Seller and the Company and its Subsidiaries in connection with preparing the Company and its Subsidiaries for sale, producing due diligence materials for potential buyers, and negotiating and consummating the transactions contemplated hereby (“Transactional Matters”), (ii) the attorney-client privilege, attorney work product protection, and expectation of client confidence relating to the Seller Counsel’s representation of the Seller or the Company or its Subsidiaries in connection with the Transactional Matters, and all information, documents, and communications, whether written or oral, covered by such privilege or protection, shall at all times belong to and be controlled solely by the Seller (and may be waived solely by the Seller), shall constitute assets of 50 the Seller, and neither the Buyer nor the Company or any of its Subsidiaries shall control such privilege or protection or claim or assert that it has been waived in connection with the Transactional Matters or assert that the Seller Counsel has any duty to reveal any of the information, documents or communications covered by such privilege or protection to the Buyer or the Company or any of its Subsidiaries. Notwithstanding any current or prior representation of the Seller or the Company or its Subsidiaries by the Seller Counsel, the Buyer (A) agrees that it will not at any time assert or cause or permit the Company or its Subsidiaries to assert that the Seller Counsel’s representation of the Seller or the Company and its Subsidiaries is a basis for disqualifying the Seller Counsel from representing the Seller in enforcing its rights or defending its interest in any dispute or litigation, and (B) waives, for itself and, after the Closing, on behalf of the Company or any of its Subsidiaries, any conflict of interest that may arise or be asserted in connection with the Seller Counsel’s representation of the Seller or any of its Affiliates. (e) For a period of seven years following the Closing Date, upon reasonable written notice, the Buyer shall furnish or cause to be furnished to the Seller and its Representatives access, during normal business hours (provided that (i) such access does not materially interfere with the conduct of the business of the Company and its Subsidiaries and (ii) such access does not include access to materials that are subject to the attorney-client, work product or other privilege or access to any working papers of any independent accountant unless customary confidentiality and hold harmless agreements have been first executed), to the pre‑Closing books and records of the Company and its Subsidiaries as is necessary for financial reporting and accounting matters, the preparation and filing of any Tax Return, the defense of any Tax claim or assessment, or the litigation or defense of any Action.

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, upon reasonable notice, the Companies shall, Company and its Subsidiaries shall cause the Enhanced Entities to, afford the Buyer Acquiror and its Representatives reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours to the Representatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic)facilities, books and records of the Enhanced EntitiesCompany and its Subsidiaries, and shall furnish the Buyer Acquiror with such financial, operating and other data and information as the Buyer Acquiror may reasonably request (request; provided, however, that any such access or furnishing of information shall be conducted at Acquiror's expense, during normal business hours, under the supervision of the Company's personnel and in each case, in such a manner so as to not unreasonably to interfere with the normal business operations of the Enhanced Entities)Company and its Subsidiaries. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Subsidiaries shall be required to disclose any information to Acquiror or its Representatives if such disclosure would, in the Company's sole discretion, (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof. (b) On In order to facilitate the resolution of any claims made against or incurred by the Stockholders (as they relate to the Company and its Subsidiaries), for a period of 7 years after the Closing Dateor, if shorter, the Companies applicable period specified in the Company's document retention policy from time to time, the Company shall deliver or cause to be delivered to (i) retain the Buyer all original (and any and all copies of) agreements, documents, books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case records relating to the business Company and operations of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate its Subsidiaries relating to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or periods prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or and (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to afford the Buyer all information that does not relate to the business and operations Representatives of the Enhanced Entities. Following Stockholder Representative reasonable access (including the Closing Dateright to make, at the Sellers shall not retain in their possession or under their controlapplicable Stockholder's expense, in any formphotocopies), any agreementsduring normal business hours, documents, to such books and records; provided, files or other informationhowever, or that the Company shall notify the Stockholder Representative in writing at least 30 days in advance of destroying any computer disks, records, tapes or any other storage medium that contains any agreements, documents, such books and records, files and other information, relating records prior to the business and operations seventh anniversary of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of Closing Date in order to provide the foregoing that is stored on any server or other storage media maintained by a third party on behalf of Stockholder Representative and its Representatives the Sellers (including any “cloud” storage platformopportunity to copy such books and records in accordance with this Section 6.2(b).

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, upon reasonable advance written notice, the Companies Seller shall, and shall cause the Enhanced Entities its Affiliates to, afford the Buyer Parties and its their Representatives reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours to the Representatives, properties, offices, plants Transferred Assets and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic), books and records of the Enhanced Entitiessenior manager level Business Employees, and shall furnish the Buyer with the Books and Records and such financial, operating and other data and information to the extent relating exclusively to the Business, the Transferred Assets and the Assumed Liabilities as the Buyer may reasonably request (request; provided, however, that any such access shall be conducted at the Buyer’s expense, during normal business hours, under the supervision of the Seller’s personnel and in each case, in such a manner so as not unreasonably to interfere with the normal operations of the Seller Parties or the Business. (b) For a period of five years after the Closing or, if shorter, the applicable period specified in the Buyer Parties’ document retention policy, the Buyer shall, and shall cause its Affiliates to, afford the Representatives of the Seller reasonable access upon reasonable advance written notice (including the right to make photocopies), during normal business hours, to the Transferred Employees and to its books and records to the extent relating exclusively to the Business, the Transferred Assets and the Assumed Liabilities, provided, however, that any such access shall be conducted at the Seller’s expense and in such a manner as not to unreasonably interfere with the normal business operations of the Enhanced EntitiesBuyer Parties or the Business. In order to facilitate the prosecution or protection of Intellectual Property Rights that are Excluded Assets and that have a Transferred Employee named as an inventor, or for any Actions where access to Transferred Employees are necessary, for a period of two years following the Closing Date, at the Seller’s expense, the Buyer shall afford the Seller and its Representatives reasonable access upon reasonable advance written notice, to the Transferred Employees to execute any documents and take any other reasonable actions requested by the Seller in connection with such Actions or such prosecution or protection of Intellectual Property Rights. (c) For a period of five years after the Closing or, if shorter, the applicable period specified in the Seller Parties’ document retention policy, the Seller Parties shall, and shall cause its Affiliates to, (i) retain the books and records to the extent relating to the Business, the Transferred Assets or the Assumed Liabilities relating to periods prior to the Closing which shall not otherwise have been delivered to the Buyer, including any Books and Records not delivered to the Buyer as of the Closing, and (ii) upon reasonable advance written notice, afford the Representatives of the Buyer reasonable access (including the right to make photocopies), during normal business hours, to such books and records to the extent relating exclusively to the Business, the Transferred Assets and the Assumed Liabilities, provided, however, that any such access shall be conducted at the Buyer’s expense and in such a manner as not to unreasonably interfere with the normal business operations of the Seller Parties. In order to facilitate the prosecution or protection of Transferred Intellectual Property and that have an employee of the Seller Group that is not a Transferred Employee named as an inventor, or for any Actions where access to such employees are necessary, for a period of two years following the Closing Date, at the Buyer’s expense, the Seller shall afford the Buyer and its Representatives reasonable access upon reasonable advance written notice, to such employees to execute any documents and take any other reasonable actions requested by the Buyer in connection with such Actions or such prosecution or protection of Intellectual Property Rights. (d) Notwithstanding anything to the contrary in this Agreement, neither the Seller Parties nor the Buyer Parties shall be required to provide access to any information to the other party or its Representatives if the Seller or the Buyer, as the case may be, determines, in its reasonable discretion as to itself and its Affiliates, that (i) such access would jeopardize any attorney-client or other legal privilege, (ii) such access would contravene any applicable Laws, fiduciary duty or binding agreement (including any confidentiality agreement) entered into prior to the date hereof, (iii) the information to be accessed is pertinent to any Action in which the Seller Group, on the one hand, and the Buyer or any of its Affiliates, on the other hand, are engaged, (iv) the information to be accessed should not be disclosed due to its competitively sensitive nature, or (v) the information to be accessed relates to any consolidated, combined or unitary Tax Return filed by such party or any of its respective predecessor entities; provided that the parties shall work in good faith and use their reasonable efforts to mitigate such restrictions to allow disclosure of such information without causing any of the consequences described in clauses (i), (ii) or (iv). (be) On No later than thirty (30) days after the Closing Dateend of the term of all Services under the Transition Services Agreement, the Companies Seller (x) shall, and shall deliver cause its Affiliates to, delete or cause to be delivered restrict access of all personnel of the Seller or its Affiliates to the Buyer design files associated with any Transferred Products such that such design files are not accessible to any personnel of the Seller or its Affiliates (other than IT or legal personnel not engaged in the development of any products, services or Technologies), and (y) shall issue a communication to all original employees of the Seller and its Affiliates that would reasonably be expected to hold any Non-Licensed IP in their computers, other devices or files (including cloud storage services), instructing them to delete any such Non-Licensed IP from their computers, other devices, and any and all files (including cloud storage services). For purposes of this Section 5.2(e), “Non-Licensed IP” means copies of) agreements, documents, books and records, files and other information, and all computer disks, records, tapes and embodiments of any other storage medium on which Transferred Intellectual Property or any such agreements, documents, books and records, files and other information is storedTransferred Technology, in any such each case relating to the business and operations of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does extent not relate expressly licensed to the business Seller and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates its Affiliates for continued use pursuant to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to the Buyer all information that does not relate to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platform)Ancillary Agreement.

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, to the Companies shall, extent permitted by applicable United States export control Laws and shall cause the Enhanced Entities to, afford the Buyer Company TAAs in place and its Representatives reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours the Company and its Subsidiaries shall afford the Buyers and their Representatives reasonable access to the Representatives, propertiesassets, offices, plants properties and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic), books and records (including Returns, Tax information and records) of the Enhanced EntitiesCompany and each of its Subsidiaries, the Company and its Subsidiaries shall furnish the Buyer Buyers with all such information and data (including copies of Contracts and such other financial, operating and other data and information as the Buyer Buyers may reasonably request request) and shall reasonably assist and cooperate with the Buyers and, subject to the reasonable consent of the Company as to the choice of an independent consultant, any Person who might perform any testing or have access to any information, including without limitation, any independent consultant conducting tests and confirmatory audits of the propellant or bi-propellant status and the Available Satellite Operational Capability of the Company Satellites (and shall permit the Buyers to observe such tests and audits); provided, however, that any such testing, audits and accessing or furnishing of information (other than testing conducted pursuant to Section 6.2(b)) shall be conducted at the Buyers’ expense, during normal business hours, under the supervision of the Company’s personnel and in each case, in such a manner so as not to not unreasonably interfere with the normal business operations of the Enhanced Entities)Company and its Subsidiaries or with the operation or use (including by the Company’s customers) of the Company Satellites or risk harm to them; and, provided, further, that except as provided in Section 6.2(b) below, nothing herein, including any consent that may be given by the Company for the conduct of particular tests or audits, shall be deemed to bind the Company or any Seller to any conclusion that either any Buyer or consultant may derive from such testing or audits. To the extent permitted by applicable United States export control Laws, the Company and the Sellers shall be provided with all copies of instructions, descriptions of methodology to be performed, test and audit results, all draft instructions, methodologies, reports and any other documents prepared by any Buyer or any consultant with regard to such tests and audits. Notwithstanding anything to the contrary in this Agreement, neither Company nor its Subsidiaries shall be required to disclose any information to the Buyers or their Representatives if such disclosure would, in the opinion of outside counsel for the Company, (i) jeopardize any attorney-client or other legal privilege or (ii) violate any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof. (b) On Subject to the provisions of Section 6.2(a) above, the Company shall, within 10 Business Days of the Execution Date, retain an Approved Consultant to conduct a bookkeeping audit of the Company’s calculation of available fuel propellant or bi-propellant on Satmex 5 and Satmex 6 and a thermal (pvt) measurement of the available fuel propellant or bi-propellant on Satmex 5. As used herein, an “Approved Consultant” shall be any of: (i) Comsat Technical Services or Lockheed ▇▇▇▇▇▇ Technical Services; (ii) the manufacturer of the applicable Company Satellite; or (iii) an Affiliate of the manufacturer of the applicable Company Satellite, which said manufacturer recommended in writing to both the Buyers and the Company as the appropriate and qualified entity to conduct such audit or testing. The Approved Consultant shall determine, in accordance with reasonable engineering standards for professional satellite engineers, by written report to be issued to the Buyers, the Company, and the Sellers as promptly as practicable, whether, and only insofar as the accuracy of the audit or tests employed allow for such a determination, there is a deficiency of any amount with respect to Satmex 5 or of twenty-five percent (25%) or more with respect to Satmex 6 (a “Major Fuel Deficiency”) in the amount of propellant or bi-propellant available as compared to the amounts set forth in Schedule 4.15(a) of the Disclosure Schedules, after first deducting from the latter the amount of propellant or bi-propellant fuel required to operate the applicable Company Satellite from the date of measurement shown in such schedule to such later date as of which the Approved Consultant makes its determination of the available propellant or bi-propellant on the applicable Company Satellite. A determination made by an Approved Consultant in accordance with this Section 6.2(b) shall be binding upon all Parties hereto for purposes of Section 8.1(f)(ii). (c) In order to facilitate the resolution of any claims made against or incurred by either Seller (as it relates to the Company and its Subsidiaries), for a period of five years after the Closing Dateor, if shorter, the Companies applicable period specified in the applicable Buyer’s document retention policies, such Buyer shall deliver or cause (i) retain the *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to be delivered a request for confidential treatment pursuant to Rule 24b-2 under the Buyer all original (and any and all copies of) agreements, documents, Securities Exchange Act. books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case records relating to the business Company and operations of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate its Subsidiaries relating to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or periods prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or and (ii) permanently delete and erase from afford the Representatives of either Seller reasonable access (including the right to make, at such computer disksSeller’s expense, recordsphotocopies), tapes or other storage medium delivered during normal business hours, to the Buyer all information that does not relate to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, such books and records; provided, files or other informationhowever, or that such Buyer shall notify the Sellers in writing at least 30 days in advance of destroying any computer disks, records, tapes or any other storage medium that contains any agreements, documents, such books and records, files and other information, relating records prior to the business and operations fifth anniversary of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of Closing Date in order to provide the Sellers (including any “cloud” storage platformthe opportunity to copy such books and records in accordance with this Section 6.2(c).

Covenants Regarding Information. (a) From the date hereof through of this Agreement until the Closing DateTime, upon reasonable notice, the Companies shall, and Seller shall cause the Enhanced Entities to, afford the Buyer and its Representatives managers, members, general partners, officers, employees, agents, accountants, attorneys, advisors, bankers and other representatives (collectively, “Representatives”) reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours to the RepresentativesSeller's supervisory employees at the Key Market Area (KMA) level, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic)facilities, books and records of the Enhanced EntitiesSeller and the Subsidiaries to the extent related to the Business, and shall use its commercially reasonable efforts to furnish the Buyer with such financial, operating and other data and information to the extent related to the Business as the Buyer may reasonably request request, including: (i) the number of poles currently being billed and rate per pole under each Pole Attachment Agreement and (ii) a list of each Contract that falls within any of the following categories: (A) agreements that provide for annual payments to or by Seller or any Subsidiary in each caseexcess of $5,000, (B) any partnership, joint venture or other similar agreement or arrangement of Seller or any Subsidiary, (C) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) that has any remaining indemnity obligations, (D) any railroad crossing agreements, (E) any tower lease agreements, (F) any multi-dwelling unit and commercial establishment agreements, (G) any software license not listed on Schedule 3.18 of the Disclosure Schedules and (H) a brief summary of the material terms of any oral Contract that falls into any of the foregoing categories; provided, however, that any such access or furnishing of information shall be conducted during normal business hours, under the supervision of the Seller’s or its Affiliates’ personnel and in such a manner so as to does not unreasonably interfere with the normal business operations of the Enhanced EntitiesSeller, the Subsidiaries or the Business, and the Buyer shall reimburse the Seller promptly for reasonable out-of-pocket expenses it incurs in complying with any such request for access or information by or on behalf of the Buyer. Notwithstanding anything to the contrary in this Agreement, the Seller shall not be required to disclose any information to the Buyer or its Representatives if such disclosure would, as determined in the Seller’s sole discretion, (1) jeopardize any attorney-client or other legal privilege, (2) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof, (3) relate to any consolidated, combined or unitary Tax Return filed by the Seller, the Subsidiaries or any Affiliate thereof or any of their respective predecessor entities or (4) relate to any Excluded Asset or Excluded Liability, provided that in the event the Seller shall decline to provide the Buyer with any such information, the Seller shall provide the Buyer with written notice thereof and shall include the reason therefor. If requested by the Buyer and to the extent reasonable under the circumstances, the Seller agrees to seek waivers of any condition or circumstances upon which the Seller relies in denying access to any such information. The Buyer shall reimburse the Seller promptly for reasonable out-of-pocket expenses it incurs in complying with any such request for information by or on behalf of the Buyer. Any access shall be at the risk of the Buyer and its Representatives, and in connection therewith, the Buyer hereby agrees to indemnify and hold harmless the Seller Indemnified Parties with respect to any Losses resulting from or arising out of such access. All requests made pursuant to this Section 5.2(a) shall be directed to one of the Persons identified on Schedule 5.2(a) of the Disclosure Schedules or such other Person or Persons as may be designated by the Seller to the Buyer from time to time. All information received pursuant to this Section 5.2(a) shall be subject to the terms and conditions of Section 5.6. Asset Purchase Agreement (b) For a period of seven years after the Closing Date or, if shorter, the applicable period specified in the Buyer’s document retention policy, or if such policy does not exist, in accordance with the Buyer’s practices, the Buyer shall (i) retain the books and records included in the Transferred Assets relating to the Business relating to periods prior to and including the Closing Date and (ii) upon reasonable notice afford the Representatives of the Seller reasonable access (including the right to make, at the Seller’s expense, photocopies), during normal business hours, to such books and records to the extent related to the Business; provided, however, that the Buyer shall notify the Seller in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide the Seller the opportunity to copy such books and records in accordance with this Section 5.2(b). (bc) On For a period of seven years after the Closing Date or, if shorter, the applicable period specified in the Seller’s document retention policy, or if such policy does not exist, in accordance with the Seller’s practices, the Seller shall (i) retain the books and records relating to the Business relating to periods prior to and including the Closing Date which shall not otherwise have been delivered to the Buyer and (ii) upon reasonable notice, afford the Representatives of the Buyer reasonable access (including the right to make, at the Buyer’s expense, photocopies), during normal business hours, to such books and records to the extent related to the Business; provided, however, that the Seller shall notify the Buyer in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide the Buyer the opportunity to copy such books and records in accordance with this Section 5.2(c). (d) The Seller acknowledges and agrees that, within 45 days of the date of this Agreement, the Buyer may commission, at the Buyer’s sole cost and expense, a Phase I environmental site assessment (as such term is described in the American Society of Testing and Materials Standard 1527) of the Real Property (a “Phase I Assessment”). The Seller will use its commercially reasonable efforts to comply with any reasonable request for information made by the Buyer or its Representatives in connection with any such investigation, but in no event will the Seller be required under this Section 5.2(d) to disclose any materials constituting attorney-client privileged communications. Upon reasonable request by the Buyer, the Seller will afford the Buyer and its Representatives access to such Real Property at reasonable times and in a reasonable manner in connection with any such investigation; provided, however, that the Buyer shall not unreasonably interfere with the Subsidiaries’ use and operation of the Real Property. Should the Buyer commission such an investigation, such investigation will have no effect upon the representations and warranties made by the Seller to the Buyer under this Agreement, except that if any Phase I Assessment documents an environmental condition that would reasonably be construed to be a breach of the Seller’s representations or warranties herein and such breach is capable of being cured, the Buyer shall promptly so notify the Seller and the Seller will be deemed not to have breached such representation or warranty if the Seller cures such breach. The Buyer shall reimburse the Seller promptly for reasonable out-of-pocket expenses it incurs in complying with this Section 5.2(d), other than any expense the Seller incurs pursuant to the preceding sentence. Any access to the Real Property shall be at the risk of the Buyer and its Representatives, and in connection therewith, the Buyer hereby agrees to indemnify and hold harmless the Seller Indemnified Parties with respect to any Losses resulting from or arising out of the activities of the Buyer or its representatives undertaken pursuant to this Section 5.2(d). If the environmental firm reasonably determines as a result of any Phase I Assessment that further Asset Purchase Agreement investigation or testing is necessary, the Buyer may cause to be performed such additional environmental investigations or testing, as appropriate, at the Real Property except to the extent expressly prohibited by the applicable lease, as soon as reasonably practicable by the environmental firm. The Buyer must obtain the Seller’s prior written consent to conduct any other environmental investigation, sampling, testing or assessment of any kind at any Real Property, which consent shall not be unreasonably withheld, delayed or conditioned. (e) All information collected and generated as a result of the environmental due diligence authorized by Section 5.2(d) will be subject to the terms and conditions of Section 5.6 of this Agreement. The Buyer will provide to the Seller copies of all (i) work plans, proposed investigation methodologies and other similar information prepared by the Buyer or the Buyer’s environmental consultants no later than 10 days prior to the proposed initiation of any environmental site assessments (other than the Phase I Assessments) and (ii) and draft and final reports, assessments and other information composed or compiled by the Buyer or the Buyer’s environmental consultants within 10 days after the Buyer’s receipt of copies thereof, but in no event later than 30 days prior to the Closing Date. (f) Notwithstanding anything to the contrary contained in this Agreement, the Seller and the Subsidiaries shall have the right to retain one copy of all contracts, agreements, books, records, literature, lists (other than customer lists, all of which shall be delivered to the Buyer), and any other written or recorded information constituting Transferred Assets or which otherwise relates to the Business or the Assumed Liabilities (including, without limitation, the Books and Records), in each case to the extent required for (i) the administration by the Seller and the Subsidiaries or their Affiliates of any suit, claim, action, proceeding or investigation relating to the Business, (ii) the administration by the Seller and the Subsidiaries or their Affiliates of any regulatory filing or matter or (iii) any other valid reasonable legal or business purpose of the Seller and the Subsidiaries or their Affiliates. (g) For a period of 30 days following the Closing Date, the Companies Buyer shall grant to the Seller, the Subsidiaries and each of their respective Representatives access to the hard drives and other electronic information storage devices included in the Transferred Assets for the purpose of obtaining copies thereof. The Buyer shall not erase or otherwise eliminate any information contained on such hard drives and other electronic information storage devices until the expiration of such 30-day period. The parties shall reasonably cooperate in determining the manner and the times of access by the Seller, the Subsidiaries and each of their respective Representatives so as not to interfere with the normal operation of the Buyer’s business. (h) From and after the date hereof, the Seller shall deliver or cause to be delivered to the Buyer Buyer, promptly upon receipt or filing, copies of all original (pleadings, orders and any and all copies of) agreements, documents, books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, decisions entered in any such case relating to connection with the business and operations litigation described as West Virginia Item 2 in Schedule 3.8 of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to the Buyer all information that does not relate to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platform)Disclosure Schedules.

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, the Companies shall, and shall cause the Enhanced Entities to, afford the Buyer and its Representatives reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours the Acquired Companies shall afford the Buyer Parties and their respective Representatives reasonable access to the Representatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic)facilities, books and records of the Enhanced EntitiesAcquired Companies for any reasonable purpose related to this Agreement and the transactions contemplated hereby; provided, and that any such access shall furnish be conducted at the Buyer Parties’ expense, during normal business hours, under the supervision of the applicable Acquired Company’s personnel, in accordance with such financial, operating the applicable Acquired Company’s health and safety and other data policies and information as the Buyer may reasonably request (instructions and in each case, in such a manner so as not to not unreasonably interfere with the normal business operations of the Enhanced Entities)applicable Acquired Company. Notwithstanding anything to the contrary in this Agreement, upon notice to the Buyer Parties thereof, the Acquired Companies shall not be required to provide access to any information to the Buyer Parties or their respective Representatives if the applicable Acquired Company determines, in its reasonable discretion, that (i) such access would jeopardize any attorney-client or other legal privilege, (ii) such access would contravene any applicable Laws, (iii) the information to be accessed is pertinent to any litigation in which an Acquired Company or any of its Affiliates, on the one hand, and the Buyer Parties or any of their respective Affiliates, on the other hand, are adverse parties, or (iv) the information to be accessed relates to any consolidated, combined or unitary Return filed by any of the Sellers, the Acquired Companies or any of their Affiliates or any of their respective predecessor entities. (b) On From the date hereof until the Closing Date, the Companies upon reasonable notice, ASM Parent shall deliver or cause to be delivered afford Coeur Mining and its respective Representatives reasonable access to the Buyer all original (properties, offices, plants and any and all copies of) agreements, documentsother facilities, books and recordsrecords of ASM Parent and its Subsidiaries for any reasonable purpose related to this Agreement and the transactions contemplated hereby; provided, files that any such access shall be conducted at Coeur Mining’s expense, during normal business hours, under the supervision of ASM Parent’s personnel, in accordance with ASM Parent’s health and safety and other informationpolicies and instructions and in such a manner as not to unreasonably interfere with the normal operations of ASM Parent. Notwithstanding anything to the contrary in this Agreement, upon notice to Coeur Mining thereof, ASM Parent shall not be required to provide access to any information to Coeur Mining or its Representatives if ASM Parent determines, in its reasonable discretion, that (i) such access would jeopardize any attorney-client or other legal privilege, (ii) such access would contravene any applicable Laws, (iii) the information to be accessed is pertinent to any litigation in which ASM Parent or any of its Affiliates, on the one hand, and all computer disksCoeur Mining or any of its Affiliates, recordson the other hand, tapes and are adverse parties, or (iv) the information to be accessed relates to any other storage medium on which consolidated, combined or unitary Return filed by any such agreementsof the Buyer Parties or any of their Affiliates or any of their respective predecessor entities. (c) In order to facilitate the resolution of any claims made against or incurred by the Sellers (as it relates to the Acquired Companies), documentsfor a period of seven years after the Closing, the Buyer Parties shall (i) retain the books and records, files and other information is stored, in any such case records relating to the business and operations of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate Acquired Companies relating to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or periods prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or and (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to afford the Buyer all information that does not relate to the business and operations Representatives of the Enhanced Entities. Following Sellers reasonable access (including the Closing Dateright to make, at the Sellers shall not retain in their possession or under their controlSellers’ expense, in any formphotocopies), any agreementsduring normal business hours, documents, to such books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platform).

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, upon reasonable notice, the Companies Seller shall, and shall cause the Enhanced Entities members of the Transferred Group to, afford the Buyer and its Representatives reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours to the Representatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic)facilities, books and records of the Enhanced EntitiesTransferred Group, and shall cause the Transferred Group to furnish the Buyer with such financial, operating and other data and information as the Buyer may reasonably request (request; provided, however, that any such access or furnishing of information shall be conducted at the Buyer's expense, during normal business hours, under the supervision of the Transferred Group's personnel and in each case, in such a manner so as to not unreasonably to interfere with the normal business operations of the Enhanced Entities)Transferred Group. Notwithstanding anything to the contrary in this Agreement, no member of the Transferred Group shall be required to disclose any information to the Buyer or its Representatives if such disclosure would (i) in the Seller's good-faith determination, jeopardize any attorney-client or other legal privilege, (ii) in the Sellers' reasonable discretion, contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof or (iii) relate to any consolidated, combined or unitary Return filed by the Seller, the Transferred Group or any of their Affiliates or any of their respective predecessor entities, to the extent such information does not relate to any member of the Transferred Group; provided, that if there is any limit to the Buyer's right to access or information pursuant to this Section 5.2, the Seller shall use its commercially reasonable efforts to (a) obtain any consents from a third party to provide such access or information or (b) develop an alternative to providing such access or information to the Buyer so as to address such lack of access or information in a manner reasonably acceptable to the Buyer; provided that neither the Seller or any of its Affiliates (including the members of the Transferred Group prior to Closing) shall be required to commence any litigation or offer or commit to pay any money or otherwise grant any accommodation (financial or otherwise) to any third party. (b) On In order to facilitate the resolution of any claims made against or incurred by the Seller (as it relates to the Transferred Group), for a period of seven years after the Closing Dateor, if shorter, the Companies applicable period specified in the Buyer's document retention policy, the Buyer shall deliver (i) retain the books and records relating to the Transferred Group relating to periods prior to the Closing and (ii) upon reasonable notice and at the sole cost and expense of the Seller, afford the Representatives of the Seller reasonable access (including the right to make photocopies), during normal business hours, to such reasonably requested books and records. (c) In order to facilitate the resolution of any claims made against or cause incurred by the Buyer or the Transferred Group, for a period of seven years after the Closing or, if shorter, the applicable period specified in the Seller's document retention policy, the Seller shall (i) retain the books and records relating to be the Transferred Group relating to periods prior to the Closing which shall not otherwise have been delivered to the Buyer all original and (ii) upon reasonable notice and any at the sole cost and all copies of) agreementsexpense of the Buyer, documentsafford the Representatives of the Buyer reasonable access (including the right to make, at the Buyer's expense, photocopies), during normal business hours, to such books and records; provided, files and other informationhowever, and all computer disks, records, tapes and any other storage medium on which that the Seller shall notify the Buyer in writing at least 30 days in advance of destroying any such agreements, documents, books and records, files and other information is stored, in any such case relating records prior to the business and operations seventh anniversary of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or prior in order to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to provide the Buyer all information that does not relate the opportunity to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, copy such books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platformrecords in accordance with this Section 5.2(c).

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, the Companies shall, and shall cause the Enhanced Entities to, afford the Buyer and its Representatives reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours the Sellers shall afford the Buyers and their Representatives reasonable access to the Representatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic), books and records of the Enhanced EntitiesSellers relating to the Business, and shall furnish the Buyer Buyers with such financial, operating and other data and information to the extent relating to the Business as the Buyer Buyers may reasonably request (request; provided, however, that any such access or furnishing of information shall be conducted at the Buyers’ expense, during normal business hours, under the supervision of the Sellers’ personnel and in each case, in such a manner so as not to not unreasonably interfere with the normal business operations of the Enhanced Entities)Sellers and the Business. (b) On The Buyers may (at their option), by delivering written notice to the Sellers at least three Business Days prior to the Closing, require that the Sellers physically deliver to the Buyers on or prior to the Closing Datethose Transferred Assets described in Sections 2.1(c) and (d) as are specified in such written notice, and the Sellers shall physically deliver to the Buyers all of such Transferred Assets on or prior to the Closing. Except as set forth in the foregoing sentence, the Companies Sellers shall not be required to physically deliver or cause to be delivered to the Buyer all original (and any and all copies of) agreements, documents, books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case relating to the business and operations of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and Buyers on or prior to the Closing Date permanently delete any of the other Transferred Assets described in Sections 2.1(c) and (d), but the Sellers shall retain and preserve in useable form all such information from Transferred Assets at Sellers’ expense for a period of seven years after the existing computer disksClosing, recordsand during such time, tapes or other storage medium that is retained by the Sellers’ promptly shall provide such Transferred Assets to the Buyers upon Buyers’ request. (c) Following the Closing and for a period of seven years, upon reasonable notice, the Buyers shall afford the Sellers or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered their Representatives reasonable access to the Buyer all information that does not relate books and records of the Sellers relating to the pre-Closing Business that constitute Transferred Assets pursuant to Section 2.1(d); provided, however, that any such access or furnishing of information shall be conducted at the Sellers’ expense, during normal business hours, under the supervision of the Buyers’ personnel and in such a manner as not to unreasonably interfere with the normal operations of the Enhanced Entities. Following Buyers and the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platform)Relationship Period Business.

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, upon reasonable notice, the Companies Seller shall, and shall cause the Enhanced Company Entities to, afford the Buyer and its Representatives reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours to the Representatives, properties, offices, plants and other facilities (but solely to the extent necessary facilities, books, records and advisable, in the reasonable discretion senior-level employees and Representatives of the CompaniesCompany Entities for any reasonable purpose related to this Agreement and the transactions contemplated hereby; provided, given however, that any such access shall be conducted at the ongoing COVID-19 pandemic)Buyer’s expense, books during normal business hours, under the supervision of Company Entity personnel and records in such a manner as not unreasonably to interfere with the normal operations of the Enhanced Company Entities, and shall be subject to any limitations resulting from any Public Health Measures; provided, further, that with respect to any properties, plants, or other facilities of the Company Entities, any such access shall not include access for the purpose of conducting any intrusive environmental analysis, or other intrusive testing of any such properties, plants or other facilities (not including, for the avoidance of double, any visual, non-invasive environmental assessments), without the prior written consent of the Seller. The Seller shall, and shall cause the Company Entities to, furnish the Buyer and its Representatives with such financial, operating and other data and information as the Buyer may reasonably request (request; provided, however, that the Seller shall not be required to prepare, produce, compile or furnish any such data or information that is not readily available or that can be obtained without material interference to the business or operations of the Company Entities, unless such data, information or reporting is already being prepared, produced or compiled by the Seller, its Affiliates or any Company Entity in each the ordinary course of business, in which case, any such data or information may be delivered in the form in which it is ordinarily prepared or maintained (as applicable). Notwithstanding anything to the contrary in this Agreement, none of the Company Entities shall be required to provide access to any information to the Buyer or its Representatives if the Seller reasonably determines, upon advice of outside counsel, that (i) such access would jeopardize any attorney-client or other legal privilege, (ii) such access would contravene any applicable Laws (including any Public Health Measures), fiduciary duty or binding agreement entered into prior to the date hereof, (iii) the information to be accessed is pertinent to any litigation in which the Seller or any of its Affiliates, on the one hand, and the Buyer or any of its Affiliates, on the other hand, are adverse parties, (iv) the information to be accessed should not be disclosed due to its competitively sensitive nature, or (v) the information to be accessed relates to any consolidated, combined or unitary Return filed by the Seller, any Company Entity, or any of their Affiliates or any of their respective predecessor entities; provided, however, that the Seller shall provide to Buyer a reasonable detailed description of the information not provided and the Seller shall cooperate in good faith to design and implement alternative disclosure arrangements to enable the Buyer and its Representatives to evaluate such information without forfeiture of privilege or violating any Laws, fiduciary duty or binding agreement. (b) In order to facilitate the resolution of any claims made against or incurred by the Seller (as it relates to the Company Entities), to which neither Buyer nor any of its Affiliates is a party, for a period of seven years after the Closing or, if shorter, the applicable period specified in the Buyer’s document retention policy, the Buyer shall cause the Company Entities to (i) retain the books and records relating to the Company Entities relating to periods prior to the Closing and (ii) upon reasonable notice, afford the Representatives of the Seller reasonable access (including the right to make, at the Seller’s expense, photocopies), to the extent reasonably required in connection with such claim, subject to any limitations resulting from any Public Health Measures, during normal business hours and in a manner so as to that does not unreasonably interfere with the normal business ongoing operations of the Enhanced Company Entities, to such books and records; provided, however, that the Buyer shall notify the Seller in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide the Seller the opportunity to copy such books and records, at its sole expense, in accordance with this ‎Section 6.2(b); provided, further, that such cooperation and access shall not (A) extend to any information subject to attorney-client, work product or other privilege or the sharing of which would contravene applicable Law or confidentiality restrictions (it being agreed, that in the event that any of the restrictions in this clause (A) apply, the Buyer shall provide Seller or its Affiliates with a reasonably detailed description of the information not provided and the Buyer shall cooperate in good faith to design and implement alternative disclosure arrangements to enable such Persons to evaluate any such information without resulting in any waiver of such privilege or violation of any confidentiality restriction) or (B) apply to any information required or to be utilized in connection with any claim among the parties hereto with respect to this Agreement; and provided, further, that this ‎Section 6.2(b) shall cease to apply in the event that Buyer transfers all or substantially all of the assets or Equity Interests of the Company Entities to any third party, and the Buyer may transfer to such third party all or a portion of the books, records and documents related thereto, so long as the Buyer notifies the Seller in writing at least 30 days in advance of any such third party transfer prior to the seventh anniversary of the Closing Date and provides the Seller the opportunity to copy such books and records, at its sole expense, in accordance with this Section 6.2(b). (bc) On In order to facilitate the resolution of any claims made against or incurred by the Buyer or any of the Company Entities, to which neither Seller nor any of its Affiliates is a party, for a period of seven years after the Closing Dateor, if shorter, the Companies applicable period specified in the Seller’s document retention policy, the Seller shall deliver or cause (i) retain the books and records relating to be the Company Entities relating to periods prior to the Closing which shall not otherwise have been delivered to the Buyer all original and (ii) upon reasonable notice, afford the Representatives of the Buyer reasonable access (including the right to make, at the Buyer’s expense, photocopies), to the extent reasonably required in connection with such claim, subject to any limitations resulting from any Public Health Measures, during normal business hours and any and all copies of) agreementsin a manner that does not unreasonably interfere with the ongoing operations of the Seller, documents, to such books and records; provided, files and other informationhowever, and all computer disks, records, tapes and any other storage medium on which that the Seller shall notify the Buyer in writing at least 30 days in advance of destroying any such agreements, documents, books and records, files and other information is stored, in any such case relating records prior to the business and operations seventh anniversary of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date in order to provide the Buyer the opportunity to copy such books and on or prior records in accordance with this ‎Section 6.2(c); provided, further, that such cooperation and access shall not extend to information that the Company Entities are not required to provide access to pursuant to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to the Buyer all information that does not relate to the business and operations last sentence of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platform‎Section 6.2(a).

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, upon reasonable notice, the Companies shall, and Seller shall cause the Enhanced Entities GP Holdco, the Company and its Subsidiaries to, afford the Buyer and its Representatives reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours to the Representatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic)facilities, books and records of the Enhanced EntitiesBusiness, and shall furnish the Buyer with such financial, operating and other data and information as the Buyer may reasonably request request; provided, however, that any such access or furnishing of information shall be conducted at the Buyer’s expense, during normal business hours, under the supervision of the Seller’s personnel and in such a manner as not unreasonably to interfere with the normal operations of the Business. Notwithstanding anything to the contrary in this Agreement, none of the Seller, the GP Holdco, the Company or any of its Subsidiaries shall be required to disclose any information to the Buyer or its Representatives if (i) such disclosure would jeopardize any attorney-client or other legal privilege, (ii) such disclosure would contravene any applicable Laws, (iii) such information is pertinent to any litigation in which the Seller or any of its Affiliates, on the one hand, and the Buyer or any of its Affiliates, on the other hand, are adverse parties, (iv) such information relates to any consolidated, combined or unitary Return filed by the Seller, the Company or any of their Affiliates or any of their respective predecessor entities; provided, however, that, in each case, in the Seller, the GP Holdco, the Company or any of its Subsidiaries, as the case may be, uses commercially reasonable efforts to minimize the effects of such restriction or to provide a manner so as reasonable alternative to not unreasonably interfere with the normal business operations of the Enhanced Entities)such access. (b) On In order to facilitate the resolution of any claims made against or incurred by the Seller (as such claims relate to the Business), for a period of seven years after the Closing, the Buyer shall (i) retain the books and records relating to the Business relating to periods prior to the Closing Dateand (ii) afford the Representatives of the Seller reasonable access (including the right to make, at the Seller’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the Buyer shall notify the Seller in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide the Seller the opportunity to copy such books and records in accordance with this Section 5.4(b). (c) In order to facilitate the resolution of any claims made against or incurred by the Buyer, the Companies Company or any of its Subsidiaries, for a period of seven (7) years after the Closing, the Seller shall deliver or cause (i) retain the books and records relating to be the Business relating to periods prior to the Closing that shall not otherwise have been delivered to the Buyer all original and (and any and all copies ofii) agreementsupon reasonable notice, documentsafford the Representatives of the Buyer reasonable access (including the right to make, at the Buyer’s expense, photocopies), during normal business hours, to such books and records; provided, files and other informationhowever, and all computer disks, records, tapes and any other storage medium on which that the Seller shall notify the Buyer in writing at least thirty (30) days in advance of destroying any such agreements, documents, books and records, files and other information is stored, in any such case relating records prior to the business and operations seventh anniversary of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or prior in order to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to provide the Buyer all information that does not relate the opportunity to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, copy such books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platformrecords in accordance with this Section 5.4(c).

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, upon reasonable notice, the Companies Seller shall, and shall cause the Enhanced Entities Company to, afford the Buyer and its Representatives reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours to the Representatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic)facilities, books and records of the Enhanced EntitiesCompany, and shall cause the Company to furnish the Buyer with such financial, operating and other data and information as the Buyer may reasonably request (request; provided, however, that any such access or furnishing of information shall be conducted at the Buyer’s expense, during normal business hours, under the supervision of the Company’s personnel and in each case, in such a manner so as not to not unreasonably interfere with the normal business operations of the Enhanced Entities)Company. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to disclose any information to the Buyer or its Representatives if such disclosure would, in the Seller’s sole discretion, (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) relate to any consolidated, combined or unitary Return filed by the Seller, the Company or any of their Affiliates or any of their respective predecessor entities. (b) On In order to facilitate the resolution of any claims made against or incurred by the Seller (as it relates to the Company), for a period of seven (7) years after the Closing Dateor, if shorter, the Companies applicable period specified in the Buyer’s document retention policy, the Buyer shall deliver (i) retain the books and records relating to the Company relating to periods prior to the Closing and (ii) afford the Representatives of the Seller reasonable access (including the right to make, at the Seller’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the Buyer shall notify the Seller in writing at least thirty (30) days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide the Seller the opportunity to copy such books and records in accordance with this Section 5.2(b). (c) In order to facilitate the resolution of any claims made against or cause incurred by the Buyer or the Company, for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the Seller’s document retention policy, the Seller shall (i) retain the books and records relating to be the Company relating to periods prior to the Closing which shall not otherwise have been delivered to the Buyer all original and (and any and all copies ofii) agreementsupon reasonable notice, documentsafford the Representatives of the Buyer reasonable access (including the right to make, at the Buyer’s expense, photocopies), during normal business hours, to such books and records; provided, files and other informationhowever, and all computer disks, records, tapes and any other storage medium on which that the Seller shall notify the Buyer in writing at least thirty (30) days in advance of destroying any such agreements, documents, books and records, files and other information is stored, in any such case relating records prior to the business and operations seventh anniversary of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or prior in order to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to provide the Buyer all information that does not relate the opportunity to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, copy such books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platformrecords in accordance with this Section 5.2(c).

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, the Companies shall, and Seller shall cause the Enhanced Entities to, afford the Buyer and its Representatives officers, directors, principals, employees, advisors, auditors, agents, bankers and other representatives (collectively, “Representatives”) reasonable access (including for inspection and copying) upon at all reasonable notice, during normal business hours times to the Purchased Assets and the Asset Sellers’ Representatives, customers, properties, offices, plants and other facilities (but solely to the extent necessary facilities, and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic), books and records of relating exclusively or primarily to the Enhanced EntitiesBusiness and the Purchased Assets, and shall furnish the Buyer with such financial, operating and other data and information in connection with the Business and the Purchased Assets as the Buyer may reasonably request (in each case, in a manner so as to not unreasonably interfere with request. More specifically and without limiting the normal business operations generality of the Enhanced Entitiesforegoing, each of the Buyer and each of the Asset Sellers shall provide to the other all information necessary to complete, and shall assist in completing, any required applications, notifications or submissions to Governmental Authorities relating to relevant notification or applications relating to anti-trust or merger control regulations (“Merger Control Filings”). (b) On the Closing Date, the Companies shall Seller will deliver or cause to be delivered to the Buyer all original (and any and all copies of) agreements, documents, books and records, records and files and other information, and all stored on computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case relating to the business and operations of the Enhanced Entities that are in the possession of disks or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to the Buyer all information that does not relate to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains in the possession of the Seller relating exclusively or primarily to the Business and the Purchased Assets. (c) In order to facilitate the resolution of any agreementsclaims made by or against or incurred by the Buyer after the Closing or for any other reasonable purpose, for a period of five (5) years following the Closing, the Seller shall: (i) retain all books, documents, information, data, files and other records of the Seller that relate in any way to the Business, the Purchased Assets or the Assumed Liabilities for periods prior to the Closing and which shall not otherwise have been delivered to the Buyer; (ii) upon reasonable notice, afford the Buyer and its Representatives reasonable access (including for inspection and copying, at the Buyer’s expense), during normal business hours, to such books, documents, information, data, files and other records, including in connection with claims, proceedings, actions, investigations, audits and other regulatory or legal proceedings involving or relating to the Business, the Purchased Assets or the Assumed Liabilities; and (iii) furnish the Buyer and its Representatives reasonable assistance (at the Buyer’s expense), including access to personnel, in connection with any such claims and other proceedings; provided that such access shall be granted until the later of five (5) years following the Closing and the expiration date of the applicable statute of limitations with respect to Tax matters. The Seller shall permit, promptly upon reasonable request, the Buyer and its Representatives to use original copies of any such records for purposes of litigation; provided that such records shall promptly be returned to the Seller following such use. The Seller shall not destroy any such books and records without providing the Buyer with written notice summarizing the contents of such books and records, files and other informationproviding the Buyer with the opportunity to obtain such books and records, relating at least ninety (90) days prior to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platform)destruction thereof.

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, upon reasonable notice, the Companies shall, Company and shall cause the Enhanced Entities to, its Subsidiaries will afford the Buyer and its Representatives officers, employees, agents, accountants, advisors, bankers, and other representatives (collectively, “Buyer Representatives”) reasonable access (including for inspection to the properties, offices, plants, and copying) upon reasonable noticeother facilities, books, and records of the Company and each of its Subsidiaries, and will furnish Buyer with such financial, operating, and other data and information as Buyer may reasonably request and will make the directors, officers, and employees of the Company and the Subsidiaries available to the Buyer Representatives as they may from time to time reasonably request; provided, however, that any such access or furnishing of information will be conducted at Buyer’s expense, during normal business hours (except for an inventory of physical assets), under the supervision of the Company’s personnel, and in such a manner as not unreasonably to interfere with the normal operations of the Company and its Subsidiaries. Anything in this Agreement to the Representativescontrary notwithstanding, propertiesneither the Company nor any of its Subsidiaries will be required to disclose any information to Buyer or any Buyer Representatives if such disclosure would, officesas determined by the Company or Representative in the sole discretion of either, plants and (i) jeopardize any attorney-client or other facilities privilege, or (but solely ii) contravene any applicable Laws, fiduciary duty, or binding agreement entered into prior to the extent necessary date hereof. (b) In order to facilitate the resolution of any claims made against or incurred by any Sellers (as related to the Company and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemicits Subsidiaries), for a period of six years after Closing, Buyer will (i) retain the books and records of the Enhanced EntitiesCompany and its Subsidiaries relating to periods prior to Closing, and shall furnish (ii) afford Representative and each Seller reasonable access (including the Buyer with right to make, at Representative’s or any Seller’s expense, photocopies), during normal business hours, to such financialbooks and records. (c) Within a reasonable amount of time prior to Closing, operating which reasonable amount of time will be not less than seven Business Days prior to Closing, the Company and its Subsidiaries will provide Buyer, upon the request of Buyer, the opportunity to review any non-privileged data, information, or other materials related to the attainment of the Shareholder Vote as described in Section 3.15(r). Such data, information, and other data materials will include, but not be limited to, any shareholder disclosure statements or schedules, any “disqualified individual” waiver of payments or benefits, any schedule of shareholders eligible to participate in the Shareholder Vote and their respective voting shares or percentages, any Code Section 280G analyses prepared in connection with said Shareholder Vote, any additional non-privileged data, information, or other materials necessary to support such Code Section 280G analyses and any such additional information as the Buyer may reasonably request (in each case, in a manner so as to not unreasonably interfere connection with the normal business operations Shareholder Vote process. Additionally, not less than one Business Day prior to Closing, the Company and its Subsidiaries will provide Buyer with the results of the Enhanced EntitiesShareholder Vote conducted in accordance with Section 3.15(r). (b) On the Closing Date, the Companies shall deliver or cause to be delivered to the Buyer all original (and any and all copies of) agreements, documents, books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case relating to the business and operations of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to the Buyer all information that does not relate to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platform).

Covenants Regarding Information. (a) From the date hereof through until the Initial Closing Date (and until the applicable Deferred Closing Date, with respect to the Companies Properties subject to a Deferred Closing), upon reasonable notice, the Sellers shall, and shall cause the Enhanced Entities Targets and the Subsidiaries to, afford the Buyer and its Representatives reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours to the RepresentativesRepresentatives of each Seller and of each Target and Subsidiary, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic), books and records (including any Tax Returns) of such Targets and Subsidiaries, and to the Enhanced EntitiesProperties, and shall cause the Targets and the Subsidiaries to furnish the Buyer with such financial, operating and other data and information in the possession or control of the Sellers as the Buyer may reasonably request (request; provided, however, that any such access or furnishing of information shall be conducted at the Buyer’s expense, during normal business hours, if desired by the Sellers, under the supervision of the Sellers or their Representatives, and in each case, in such a manner so as not to not interfere unreasonably interfere with the normal business operations of the Enhanced Entities)Targets and the Subsidiaries and the Properties and the rights of tenants under the Leases. Notwithstanding anything to the contrary in this Agreement, neither the Targets nor any Subsidiary shall be required to disclose any information to the Buyer or its Representatives if such disclosure would, in the Sellers’ reasonable judgment, after consultation with legal counsel, (i) jeopardize any attorney-client, work product or other legal privilege or (ii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof or entered into before the applicable Closing Date in the ordinary course of business. (b) On In order to facilitate the Closing Dateresolution of any claims made against or incurred by the Sellers (as it relates to the Targets and the Subsidiaries), for a period of six years after the Initial Closing, the Companies Buyer shall deliver or cause to be delivered (i) retain the books and records relating to the Buyer all original Targets and the Subsidiaries relating to periods prior to the Closings and (and any and all copies ofii) agreementsafford the Representatives of the Sellers reasonable access (including the right to make, documentsat the Sellers’ expense, photocopies), during normal business hours, to such books and records; provided, files and other informationhowever, and all computer disks, records, tapes and any other storage medium on which that the Buyer shall notify the Sellers in writing at least 30 days in advance of destroying any such agreements, documents, books and records in order to provide the Sellers the opportunity to copy (or obtain the originals of) such books and records. The foregoing shall not apply to Tax Returns, files schedules, workpapers and material records or other information is stored, in documents relating to any such case relating to the business and operations of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disksreturns, recordsclaims, tapes audits, or other storage medium contain information that does not relate to the business and operations of the Enhanced Entitiesproceedings, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained which are covered exclusively by the Sellers or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to the Buyer all information that does not relate to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platform)Article VI.

Covenants Regarding Information. (a) From Between the date hereof through and the Closing Date, the Companies shall, and shall cause the Enhanced Entities to, afford Company will provide the Buyer and its Representatives authorized representatives with reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours to the Representatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the CompaniesCompany and its personnel, given the ongoing COVID-19 pandemic)representatives, books and records records; provided, that the Buyer agrees that such access will give due regard to minimizing interference with the operations, activities and employees of the Enhanced Entities, and shall furnish the Buyer with such financial, operating and other data and information as the Buyer may reasonably request (in each case, in a manner so as to not unreasonably interfere with the normal business operations of the Enhanced Entities)Company. (b) On Between the date hereof and the Closing Date, the Companies Company shall deliver or cause to be delivered furnish to the Buyer all original (and any its authorized representatives such financial and all copies of) agreements, documents, books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files operating data and other information is stored, in any such case relating with respect to the business Business and operations properties of the Enhanced Entities that are in Company as the possession Buyer may from time to time reasonably request, including the delivery of or under the control unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Enhanced Entities. If any such computer disksCompany, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or prepared in accordance with GAAP for each fiscal quarter ended at least 45 days prior to the Closing Date permanently delete Date. (c) Between the date hereof and Closing, Seller shall, or if applicable shall request ▇▇▇▇▇, Inc. (to the extent permitted under the Iowa Falls Contract and the Fairbank Contract) to, deliver to the Buyer, (i) contemporaneously with the delivery thereof to Company, (A) copies of all Progress Reports (as such term is defined in each of the Iowa Falls Contract and the Fairbank Contract, as applicable), (B) copies of all results of all Performance Tests (as such term is defined in each of the Iowa Falls Contract and the Fairbank Contract, as applicable), and (C) copies of all required permits listed on the Exhibits H of the Iowa Falls Contract and Fairbank Contract; and (ii) contemporaneously with the delivery thereof to Company or ▇▇▇▇▇, Inc., as applicable, (A) copies of all written notices of default delivered by either party to the Fairbank Contract or the Iowa Falls Contract, and (B) copies of written correspondence regarding determination of the conditions required for Substantial Completion and Final Completion (as such term is defined in each of the Iowa Falls Contract and the Fairbank Contract, as applicable). (d) Notwithstanding anything to the contrary in this Agreement, nothing in this Section 6.2 shall require the Company to disclose any information from to the existing computer disksBuyer if such disclosure (i) would cause significant competitive harm to the Company, records, tapes the Seller or other storage medium that is retained any of their respective Affiliates if the transactions contemplated by the Sellers this Agreement were not consummated or (ii) permanently delete and erase from such computer disks, records, tapes would be in violation of applicable Laws or other storage medium delivered to the Buyer all information that does not relate to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platform).

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, the Companies shall, and Seller Group shall cause the Enhanced Entities to, (i) afford the Buyer and its Representatives full access at reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours times to the Purchased Assets and Seller Group’s Seller Representatives, properties, offices, plants offices and other facilities (but solely to the extent necessary facilities, and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic), books and records of relating to the Enhanced EntitiesBusiness, the Purchased Assets and shall the Assumed Liabilities, (ii) furnish the Buyer with such financial, operating and other data and information in connection with the Business, the Purchased Assets and the Assumed Liabilities as the Buyer may reasonably request request, and (iii) instruct the employees, counsel and financial advisors of Seller Group to cooperate with Buyer in each case, in a manner so as to not unreasonably interfere with the normal business operations its reasonable investigation of the Enhanced Entities)Business. (b) On the Closing Date, except as provided otherwise in the Companies Transfer Protocols or as necessary to perform the Transition Services Agreement (but only for the duration of such transition services), Seller Group shall deliver or cause to be delivered to the Buyer all original (and any and all copies of) agreements, documents, and books and records, files and other information, records and all computer disks, records, records or tapes and or any other storage medium on which any such agreements, documents, books and records, files and other information is primarily relating to the Business, the Purchased Assets, Target Companies and the Assumed Liabilities are stored, in any such case relating to the business and operations of the Enhanced Entities each case, that are in the possession of or under the control of the Enhanced EntitiesSeller Group. If any such computer disks, records, records or tapes or any other storage medium currently contain information that does not relate relates to the business and operations of the Enhanced EntitiesExcluded Assets, the Enhanced Entities Seller Group shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of Business (other than Excluded Assets), Purchased Assets or the Enhanced Entities Assumed Liabilities onto storage media that is delivered to the Buyer on the Closing Date Date. To the extent permitted by applicable Law, Seller Group shall delete all such transferred information from the existing storage media on which such information is stored and on that is retained by Seller Group, and any information that is retained to comply with applicable Law shall solely be retained and used for purposes of compliance with such applicable Law and not accessed, used or shared for any other purpose. (c) Seller Group shall (i) retain all books, documents, information, data, files and other records of Seller Group that relate to the Business for periods prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or which shall not otherwise have been delivered to Buyer for a period of seven (7) years; and (ii) permanently delete in Seller Group’s commercially reasonable discretion, furnish Buyer and erase from their representatives reasonable access to such computer disksretained items, records, tapes as reasonably requested by Buyer in connection with any Actions involving or other storage medium delivered to the Buyer all information that does not relate to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of Purchased Assets, Target Companies, Assumed Liabilities or the Target Entities (including any personal Business or other information stored on reasonable business purposes, and, with respect to any media by any employees of any Target Entity), including any of the foregoing Person that is stored not a party hereto, at all times subject to appropriate confidentiality obligations on the part of such Person. With respect to any server or other storage media maintained by a third party on behalf of Business Records that Buyer may wish to obtain, Buyer shall provide written notice to the Sellers Seller Group for such request and the Seller Group shall have seven (including any “cloud” storage platform).7) Business Days to provide Buyer with such Business Records. Seller Group shall permit, promptly upon reasonable request, Buyer and their Representatives to use such records for such reasonable business purposes; provided that such records shall promptly be returned to Seller Group following such use. ASIA 34949044 57

Covenants Regarding Information. (a) From the date hereof through of this Agreement to the earlier of the Closing Dateor the date on which this Agreement terminates, upon reasonable notice, the Companies Blockers and the Company shall, and the Company shall cause the Enhanced Entities its Subsidiaries to, afford the Buyer and its Representatives reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours to the Representatives, properties, offices, plants and other facilities (but solely to the extent necessary facilities, books, records, officers, directors and advisable, in the reasonable discretion key employees of the CompaniesBlockers, given the ongoing COVID-19 pandemic), books Company and records each of the Enhanced EntitiesCompany’s Subsidiaries, and shall furnish the Buyer with such financial, operating and other data and information as the Buyer may reasonably request request; provided, however, that any such access or furnishing of information shall be conducted at the Buyer’s expense, during normal business hours, under the supervision of the Blockers’ or the Company’s personnel, as applicable, and in such a manner as not unreasonably to interfere with the normal operations of the Blockers, the Company and the Company’s Subsidiaries; provided, further, that none of the Blockers, the Company or any of the Company’s Subsidiaries shall be required to disclose any information to the Buyer or its Representatives if such disclosure would, in the Blockers or the Company’s sole discretion, as applicable, jeopardize any attorney-client or other legal privilege, or contravene any applicable Laws, provided that the Blockers or the Company, as applicable, shall provide the Buyer with a general description of any information that is being withheld and the reason for any such withholding. The Company shall provide the monthly consolidated financial statements of the Company and its Subsidiaries until the Closing as soon as such financial statements are available after the end of the applicable month, but in no event later than twenty (20) days after the end of the applicable fiscal month of the Company. Notwithstanding the foregoing, prior to the Closing, except as otherwise provided in this Agreement and subject to applicable Laws, the Buyer and its Representatives shall not have any contact or otherwise communicate with the officers, directors, employees, customers, franchisees, suppliers or other business relations of the Company or its Subsidiaries (other than in the ordinary course of business unrelated to the transactions contemplated hereby or the Company and its Subsidiaries, including their conduct of the Business) without the prior written consent of the Company for each such contact (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that the foregoing restriction shall not apply to ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ or ▇▇▇ ▇▇▇▇▇▇. Any contact by the Buyer and its Representatives with respect to the Company or its Subsidiaries, including their conduct of the Business, with any such Person shall not be made without a Representative of the Company being present. (b) None of the Sellers, the Blockers, the Company or any of their respective Affiliates makes any representation or warranty as to the accuracy of any information or other disclosure provided pursuant to this Section 5.3, and none of the Buyer, its Affiliates or their respective Representatives may rely on the accuracy of any such information or disclosure, in each case, other than as expressly set forth in this Agreement. The Buyer agrees that it shall maintain the confidentiality of any proprietary or confidential information or materials it obtains hereunder in accordance with the provisions of Section 5.5(a). (c) In order to facilitate the resolution of any claims made against or incurred by any of the Sellers (as they relate to the Blockers, the Company or the Company’s Subsidiaries), for a period of seven (7) years after the Closing Date, the Buyer shall cause the Blockers and the Company to (i) retain the books and records of the Blockers, the Company and the Company’s Subsidiaries relating to periods prior to the Closing and (ii) afford the Representatives of the Sellers reasonable access (including the right to make, at the applicable Seller’s expense, photocopies of such books and records), during normal business hours, under the supervision of the Buyer’s personnel, and in such a manner so as not unreasonably to interfere with the normal operations of the Buyer, to such books and records; provided, however, that the Buyer shall notify the Sellers Representative in writing at least thirty (30) days in advance of destroying any such books and records prior to the seventh (7th) anniversary of the Closing Date in order to provide the Sellers the opportunity to copy such books and records in accordance with this Section 5.3(c). (d) Following execution of this Agreement, the Company and each Blocker shall, and the Company shall cause its Subsidiaries to, reasonably cooperate, as may be permitted by applicable Law, with the Buyer and its independent public accountant as and when reasonably requested by the Buyer from time to time during normal business hours and in such a manner as not to unreasonably interfere with the normal business operations of the Enhanced Entities). (b) On Company and the Closing DateCompany’s Subsidiaries. Such reasonable cooperation shall include, without limitation, providing the Companies shall deliver or cause necessary information to complete an audit of the Company and the Blockers and providing appropriate responses, requested information and representation letters to the auditors and otherwise reasonably facilitating the ability of the auditors to issue their audit opinion without qualification in connection with the preparation of such audited balance sheets, income statements and statements of cash flows with respect to the Company and the Blockers, all to the extent reasonably necessary to provide any necessary audited financial statements with respect to the Company and the Blockers as may be determined and requested by the Buyer so long as in each such case, such cooperation is during normal business hours, to be delivered to the Buyer all original (and any and all copies of) agreements, documents, books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case relating to the business and operations of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates necessary to the business and operations of the Enhanced Entities onto storage media that is delivered to assist the Buyer on or any of its Affiliates in complying with certain covenants contained in agreements or contracts by which the Closing Date and on Buyer or prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that any of its Affiliates is retained by the Sellers bound; or (ii) permanently delete and erase from required by state or federal Law, rules or regulations so long as in each such computer diskscase, recordssuch cooperation is during normal business hours; provided, tapes however, none of the Company, the Blockers or other storage medium delivered any of their Subsidiaries or Representatives shall be required to provide any opinions or certifications with respect to any matters pursuant this Section 5.3(d) prior to the Buyer all information that does not relate to the business and operations consummation of the Enhanced Entitiestransactions contemplated hereby. Following The Buyer shall indemnify and hold harmless the Closing DateBlockers, the Company, the Company’s Subsidiaries and their respective Affiliates and Representatives from and against any and all Damages incurred by them in connection with the arrangement of the cooperation contemplated by this Section 5.3(d) and any information utilized in connection therewith. The Buyer shall promptly, upon written request, reimburse the Blockers, the Company, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, books the Sellers Representative for all reasonable and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books documented out-of-pocket costs and records, files expenses (including reasonable attorneys’ fees and other informationamounts incurred by their respective Representatives) incurred by the Blockers, relating to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity)Company, including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of Company’s Subsidiaries, the Sellers, the Sellers (including Representative or any “cloud” storage platformof their respective Affiliates in connection with the cooperation of such Persons contemplated by this Section 5.3(d).

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, upon reasonable notice, except as otherwise prohibited by applicable Law or as would reasonably be expected to breach the Companies shallconfidentiality provisions of any contract (it being understood that the parties hereto shall use commercially reasonable efforts to cause such information to be provided in a manner that does not result in such breach), and the Seller shall cause the Enhanced Entities to, afford the Buyer and its Representatives reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours to the Representatives, properties, offices, plants offices and other facilities (but solely to the extent necessary facilities, employees, and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic), books and records of the Enhanced Entitiesrecords, and shall furnish the Buyer with such financial, operating and other data and information to the extent relating primarily to the Purchased Assets, the Included Business and Assumed Liabilities as the Buyer may reasonably request (request; provided, however, that any such access or furnishing of information shall be conducted during normal business hours, under the supervision of the Seller’s personnel and in each case, in such a manner so as to not unreasonably to interfere with the normal business operations of the Enhanced Entities)Seller. (b) The Seller shall provide the Buyer such information as the Buyer reasonably requests in order for it to take advantage of its status as a “successor employer” under Sections 3121(a)(1) and 3306(b)(1) of the Code. (c) On the Closing Date, the Companies shall Seller will deliver or cause to be delivered to the Buyer all original (and any and all copies of) agreements, documents, books and records, records and files and other information, and all stored on computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case relating to the business and operations of the Enhanced Entities that are in the possession of disks or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to the Buyer all information that does not relate to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, books and records, files or other information, or any computer disks, records, tapes or any other storage medium in the possession of the Seller relating to the Purchased Assets, the Included Business or the Assumed Liabilities. (d) In order to facilitate the resolution of any claims made by or against or incurred by the Buyer, the Seller shall (i) retain the books and records of the Seller that contains do not constitute Business Records but may nevertheless relate to a claim or other proceeding under this Agreement, (ii) upon reasonable notice, afford the Buyer and its Representatives reasonable access (including for inspection and copying, at the Buyer’s expense), during normal business hours, to such books and records and (iii) furnish the Buyer and its Representatives reasonable assistance (at the Buyer’s expense), including access to personnel, in connection with such claims and other proceedings; provided that such access shall be granted until the later of five years following the Closing and the expiration date of the applicable statute of limitations with respect to Tax matters. The Seller shall not destroy any agreements, documents, such books and records without providing the Buyer with written notice detailing the contents of such books and records, files and other information, relating providing the Buyer with the opportunity to obtain such books and records at least 60 days prior to the business destruction thereof. (e) From the date hereof until the Closing Date, the Seller shall deliver to the Buyer quarterly updates to the balance sheet and operations statement of income and cash flows contained in the Carve-Out Financial Statements within 45 days of the Target Entities (including any personal or other information stored on any media by any employees end of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platform)each calendar quarter.

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, to the extent permitted by applicable United States export control Laws and the Company TAAs in place and upon reasonable notice, the Company and its Subsidiaries shall afford Buyer and its Representatives reasonable access to the Representatives, assets, properties and books and records (including Tax Returns, Tax information and records) of the Company and each of its Subsidiaries, the Company and its Subsidiaries shall furnish Buyer with all such information and data as Buyer may reasonably request (including copies of Contracts and such other financial, operating and other data and information); provided, however, that any such accessing or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, under the supervision of the Company’s personnel and in such a manner as not to interfere with the normal operations of the Company and its Subsidiaries or with the operation or use (including by the Company’s customers) of the Company Satellites or risk harm to them. All of such information shall be treated as confidential information pursuant to the terms of the Confidentiality Agreement, the provisions of which are by this reference hereby incorporated herein. Notwithstanding anything to the contrary in this Agreement, neither Company nor its Subsidiaries shall be required to disclose any information to Buyer or its Representatives if such disclosure would, in the opinion of outside counsel for the Company, (i) jeopardize any attorney-client or other legal privilege or (ii) violate any applicable Laws (including antitrust or competition Laws), fiduciary duty or Contract entered into prior to the date hereof (provided that the Sellers and the Company shall use commercially reasonable efforts to seek the consent of the counterparties to any Contracts prohibiting such disclosure). (b) In order to facilitate the resolution of any claims made against or incurred by any Seller (as it relates to any of the Acquired Companies), for the later of five (5) years after the Closing or until the resolution of such claim which was initiated during such five (5) year period, Buyer shall (i) retain the books and records relating to the Acquired Companies shall, relating to periods prior to the Closing and shall cause the Enhanced Entities to, (ii) afford the Buyer each Seller and its Representatives reasonable access (including for inspection and copying) upon reasonable noticethe right to make, at such Seller’s expense, photocopies), during normal business hours hours, to the Representatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic), books and records of the Enhanced Entities, and shall furnish the Buyer with such financial, operating and other data and information as the Buyer may reasonably request (in each case, in a manner so as to not unreasonably interfere with the normal business operations of the Enhanced Entities). (b) On the Closing Date, the Companies shall deliver or cause to be delivered to the Buyer all original (and any and all copies of) agreements, documents, books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case relating to the business and operations of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to the Buyer all information that does not relate to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platform).

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, upon reasonable notice, the Sellers and the Companies shall, and the Companies shall cause the Enhanced Entities their respective Subsidiaries to, afford the Buyer and its Representatives and the Financing Sources reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours to the Representatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisablefacilities, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic)employees, books and records of the Enhanced EntitiesBusiness, and shall to furnish the Buyer with such financial, operating and other data and information as the Buyer may reasonably request (request; provided, however, that any such access or furnishing of information shall be conducted during normal business hours, under the supervision of the Sellers’ personnel and in each case, in such a manner so as to not unreasonably to interfere with the normal business operations of the Enhanced Entities)Business. Notwithstanding anything to the contrary in this Agreement, none of the Sellers, the Companies or any of the Companies’ respective Subsidiaries shall be required to disclose any information to the Buyer or its Representatives if such disclosure would, (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof. (b) On From the date hereof until the Closing Date, the Companies shall deliver or cause to be delivered furnish to the Buyer all original (such monthly and any and all copies of) agreements, documents, books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case relating quarterly financial statements as have been presented to the business executive officers of PBI with respect to the Companies, their respective Subsidiaries, the MSG Business and operations of the Enhanced Entities that are MLS Business in the possession of or under the control of the Enhanced Entities. If any Ordinary Course promptly following such computer disks, records, tapes or other storage medium contain information that does not relate to the business time as such financial statements are prepared and operations of the Enhanced Entities, the Enhanced Entities shall either in no case later than (i) transfer a complete copy in the case of the information stored thereon that relates to financial statements for the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or prior to the Closing Date permanently delete all such information from the existing computer disksquarter ended September 30, records2013, tapes or other storage medium that is retained by the Sellers or October 14, 2013, (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to in the Buyer all information that does not relate to the business and operations case of the Enhanced Entities. Following financial statements for the month of July, August 14, 2013, (iii) in the case of the financial statements for the month of August, September 16, 2013 and (iv) in the case of the financial statements for any month thereafter, the 15th day of the following month. (c) From and after the Closing until the fourth anniversary of the Closing Date, the Sellers shall not cooperate with the Buyer and its Subsidiaries with respect to the preparation of any registration statement, post-closing accounting, preparation of comparable financial information in respect of periods ended prior to the Closing, reporting obligations and analysis relating to any period prior to the Closing or for any similar purpose. The Companies shall pay any and all reasonable direct and indirect costs and expenses incurred by the Sellers and their Affiliates in connection with such cooperation. (d) In order to facilitate the resolution of any claims made against or incurred by the Sellers (as such claims relate to the Business), for a period of seven years after the Closing, the Buyer shall (i) retain in their possession or under their controlthe books and records relating to the Business relating to periods prior to the Closing and (ii) afford the Representatives of the Sellers reasonable access (including the right to make, in any format the Sellers’ expense, any agreementsphotocopies), documentsduring normal business hours, to such books and records; provided, files however, that the Buyer shall notify PBI in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide the Sellers the opportunity to copy such books and records in accordance with this Section 6.2(d). (e) In order to facilitate the resolution of any claims made against or other information, incurred by the Buyer or any computer disksof the Companies or their respective Subsidiaries, recordsfor a period of seven years after the Closing, tapes or any other storage medium the Sellers shall (i) retain the books and records relating to the Business and the Companies and their respective Subsidiaries relating to periods prior to the Closing that contains any agreementsshall not otherwise have been delivered to the Buyer and (ii) upon reasonable notice, documentsafford the Representatives of the Buyer reasonable access (including the right to make, at the Buyer’s expense, photocopies), during normal business hours, to such books and records; provided, files however, that PBI shall notify the Buyer in writing at least 30 days in advance of destroying any such books and other information, relating records prior to the business and operations seventh anniversary of the Target Entities Closing Date in order to provide the Buyer the opportunity to copy such books and records in accordance with this Section 6.2(e). (including f) From the date of this Agreement until the Closing Date, the Sellers, the Companies and their respective Subsidiaries shall cooperate with the Buyer in facilitating any personal in person or telephonic meetings between the Buyer and its Representatives and any Material Customer or other information stored on any media third party having a material relationship with the Business as may be reasonably requested by any employees of any Target Entity)the Buyer; provided, including any that such meetings shall not unreasonably interfere with the operation of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platform)Business.

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, upon reasonable notice, the Companies shall, and Seller shall cause the Enhanced Entities to, afford the Buyer and its Representatives reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours to the Representatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic)facilities, books and records of the Enhanced EntitiesSeller, the other Seller Entities and the Acquired Entities relating exclusively to the Business for any reasonable purpose related to this Agreement and the transactions contemplated hereby; provided, however, that any such access shall furnish be conducted at the Buyer with Buyer’s expense, during normal business hours, upon reasonable prior notice, under the supervision of the Seller’s personnel or designees and in such financial, operating and other data and information as the Buyer may reasonably request (in each case, in a manner so as to not unreasonably interfere with the normal business operations of the Enhanced Entities)Seller and the Business. Notwithstanding anything to the contrary in this Agreement, none of the Seller, the other Seller Entities or the Acquired Entities shall be required to provide access to any information to the Buyer or its Representatives if the Seller determines, in its reasonable discretion, that (i) such access would jeopardize any attorney-client or other legal privilege, (ii) such access would contravene any Laws, fiduciary duty or binding agreement, (iii) the information to be accessed is pertinent to any litigation in which the Seller or any of its Affiliates, on the one hand, and the Buyer or any of its Affiliates, on the other hand, are engaged, (iv) the information to be accessed should not be disclosed due to its competitively sensitive nature, or (v) the information to be accessed relates to any consolidated, combined or unitary Return filed by the Seller or any Affiliate thereof or any of their respective predecessor entities. (b) On For a period of seven years after the Closing, or, if shorter, the applicable period specified in the applicable Seller Entity’s document retention policy, the Seller shall or shall cause the Seller Entities to, retain copies of the books and records retained as of the Closing Date and not otherwise provided to the Buyer. The Seller shall or shall cause the Seller Entities to, upon reasonable prior notice, except as prohibited by Law, afford the Representatives of the Buyer reasonable access (including the right to make, at the Buyer’s expense, photocopies), during normal business hours, to such retained books and records for a period of (i) three years after the Closing, for any purpose, and (ii) four years after the three-year anniversary of the Closing or, if shorter, the applicable period specified in the applicable Seller Entity’s document retention policy, provided, that such shorter period shall begin to run on the Closing Date, solely for the Companies shall deliver purpose of facilitating the resolution of any claims made against or cause to be delivered to incurred by the Buyer all original (and any and all copies of) agreements, documents, books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any as such agreements, documents, books and records, files and other information is stored, in any such case relating to the business and operations of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not claims relate to the business Business). The Seller shall notify the Buyer in writing at least 30 days in advance of destroying any such retained books and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates records prior to the business and operations seventh anniversary of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or prior in order to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to provide the Buyer all information that does not relate the opportunity to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, copy such books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platformrecords in accordance with this Section 5.2(b).

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, upon reasonable notice, the Companies shall, and Seller shall cause the Enhanced Entities to, afford the Buyer and its Representatives reasonable access to the ATOM Facility and the Transferred Assets and the books and records of the Seller relating primarily to the ATOM Facility and the Transferred Assets for any reasonable purpose related to this Agreement and the transactions contemplated hereby, including, without limitation, the immigration records of the ATOM Facility Employees, including the underlying visa petition papers and the public access files for the H-1B visa holders (if applicable), to the extent not prohibited by applicable Law; provided, however, that any such access shall be conducted at the Buyer’s expense, during normal business hours, under the supervision of the Seller’s personnel and in such a manner as not unreasonably to interfere with the normal operations of the Seller and the ATOM Facility, and shall be subject to any limitations resulting from any Public Health Measures. Notwithstanding anything to the contrary in this Agreement, the Seller shall not be required to provide access to any information to the Buyer or its Representatives if the Seller determines, in its reasonable discretion, that (i) such access would jeopardize any attorney-client or other legal privilege, (ii) such access would contravene any applicable Laws (including any Public Health Measures), (iii) the information to be accessed is pertinent to any litigation in which the Seller or any of its Affiliates, on the one hand, and the Buyer or any of its Affiliates, on the other hand, are engaged, (iv) the information to be accessed should not be disclosed due to its competitively sensitive nature, or (v) the information to be accessed relates to any consolidated, combined or unitary Return filed by the Seller or any Affiliate thereof or any of their respective predecessor entities; provided, that if any material is withheld by the Seller pursuant to this sentence, the Seller shall inform the Buyer as to the general nature of what is being withheld, and the Seller shall cooperate with the Buyer to find a way to allow disclosure of such information to the extent doing so would not reasonably be likely to violate any such applicable Law, Action, Permit or Governmental Authority approval or result in the loss of a privilege, a breach or a disclosure, as applicable, under clauses (i) through (v) of this sentence. The Seller shall have the right to have a Representative present at all times during any such inspection, interview or examination by the Buyer and/or its representatives conducted at the ATOM Facility and to impose reasonable restrictions and requirements for inspection Liability and copyingsafety purposes. The Buyer may conduct an environmental assessment of the ATOM Facility and the Seller will provide information requested by the Buyer, if available, and access for the same. (b) In order to facilitate the resolution of any claims made against or incurred by the Seller (as it relates to the ATOM Facility or the Transferred Assets), for a period of seven years after the Closing or, if shorter, the applicable period specified in the Buyer’s document retention policy, the Buyer shall (i) retain the books and records relating to the ATOM Facility and the Transferred Assets relating to periods prior to the Closing and (ii) afford the Representatives of the Seller reasonable access (including the right to make, at the Seller’s expense, photocopies), subject to any limitations resulting from any Public Health Measures, during normal business hours, to such books and records; provided, however, that the Buyer shall notify the Seller in writing at least 30 days in advance of destroying any such books and records prior to the seventh anniversary of the Closing Date in order to provide the Seller the opportunity to copy such books and records in accordance with this Section 5.2(b). (c) In order to facilitate the resolution of any claims made against or incurred by the Buyer, for a period of seven years after the Closing or, if shorter, the applicable period specified in the Seller’s document retention policy, the Seller shall (i) retain the books and records relating to the ATOM Facility and the Transferred Assets relating to periods prior to the Closing which shall not otherwise have been delivered to the Buyer and (ii) upon reasonable notice, afford the Representatives of the Buyer reasonable access (including the right to make, at the Buyer’s expense, photocopies), subject to any limitations resulting from any Public Health Measures, during normal business hours hours, to the Representatives, properties, offices, plants such books and other facilities (but solely records to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic), books and records of the Enhanced Entities, and shall furnish the Buyer with such financial, operating and other data and information as the Buyer may reasonably request (in each case, in a manner so as to not unreasonably interfere with the normal business operations of the Enhanced Entities). (b) On the Closing Date, the Companies shall deliver or cause to be delivered relating primarily to the Buyer all original (and any and all copies of) agreements, documents, books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case relating to ATOM Facility or the business and operations of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to the Buyer all information that does not relate to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platform)Transferred Assets.

Covenants Regarding Information. (a) From the date hereof through of this Agreement until the Closing Date, the Companies shall, and Seller shall cause the Enhanced Entities to, afford the Buyer Purchaser and its Representatives reasonable access (including 155815138v19 for inspection and copying) upon at all reasonable noticetimes, during normal business hours in a manner as not to unreasonably interfere with the conduct of the Concentrates Business or any other businesses of Seller, to the Acquired Assets (provided that with respect to any Acquired Assets that are located at the CMA Facility or any other third party locations Purchaser’s access shall be limited by the Property Guidelines and any other applicable third party rules or regulations with respect to such third party facility) and Seller’s Representatives, properties, offices, plants and other facilities (but solely to the extent necessary facilities, and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic), books and records of primarily relating to the Enhanced EntitiesConcentrates Business and the Acquired Assets, and shall furnish the Buyer Purchaser with such financial, operating and other data and information in connection with the Concentrates Business and the Acquired Assets as the Buyer Purchaser may reasonably request (in each case, in a manner so as to not unreasonably interfere with the normal business operations of the Enhanced Entities). (b) On the Closing Date, the Companies shall deliver or cause to be delivered request. Notwithstanding anything to the Buyer all original contrary in this Agreement, Seller shall not be required to disclose any information to Purchaser if such disclosure would (and x) on the advice of counsel, jeopardize any and all copies of) agreements, documents, books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case relating to the business and operations of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes attorney-client or other storage medium contain information that does not relate to the business and operations of the Enhanced Entities, the Enhanced Entities shall either privilege or any attorney work product protection; (iy) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on advice of counsel, contravene any applicable Law, including the rules of any securities exchange, fiduciary duty or binding agreement entered into prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers date of this Agreement; or (iiz) permanently delete reveal bids received from third parties in connection with transactions similar to those contemplated by this Agreement and erase from any information and analysis (including financial analysis) relating to such computer disks, records, tapes or other storage medium delivered bids. Prior to the Buyer all information that does Closing, without the prior written consent of Seller, Purchaser shall not relate to the business and operations of the Enhanced Entities. Following the Closing Datecontact any suppliers to, or Employees or customers of, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, books and records, files or other information, or any computer disks, records, tapes Concentrates Business or any other storage medium business of Seller; provided that contains any agreements, documents, books the Parties shall cooperate in good faith to agree following the date hereof on a permissive communication plan with respect to such suppliers and records, files and other information, relating to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platform)customers.

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, upon reasonable notice, the Companies Sellers shall, and shall cause the Enhanced Entities Acquired Companies to, afford the Buyer Buyers and its their Representatives reasonable access (including for inspection and copying) upon reasonable noticeto employees, during normal business hours to the Representativesofficers, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic)facilities, books and records records, and contracts of the Enhanced EntitiesAcquired Companies, and shall cause each Acquired Company to furnish the Buyer Buyers with such financial, operating and other data and information as the Buyer Buyers may reasonably request (request; provided, however, that any such access or furnishing of information shall be conducted at the Buyers’ expense, during normal business hours, under the supervision of the Companies’ personnel and in each case, in such a manner so as not unreasonably to interfere with the normal operations of the Companies. Notwithstanding anything to the contrary in this Agreement, the Companies shall not be required to disclose any information to the Buyers or their Representatives if such disclosure would, (i) jeopardize any attorney-client or other legal privilege, (ii) contravene any applicable Laws, fiduciary duty or binding agreement (after commercially reasonable steps to obtain a waiver have been taken) entered into prior to the date hereof or (iii) relate to any consolidated, combined or unitary Return filed by the Sellers, the Companies or any of their Affiliates or any of their respective predecessor entities. (b) In order to facilitate the resolution of any claims made against or incurred by the Sellers and their Affiliates, on the one hand, or the Buyers or the Companies, on the other hand, following the Closing Date, the parties hereto shall cooperate and reasonably assist the other parties in obtaining reasonable access to information, books and records relating to the Companies to the extent such information, books or records are within such party’s possession or control; provided, however, that any such access or furnishing of information shall be conducted during normal business hours, under the supervision of such party’s or the Companies’ personnel and in such a manner as not to unreasonably interfere with the normal business operations of such party or the Enhanced Entities)Companies. (b) On the Closing Date, the Companies shall deliver or cause to be delivered to the Buyer all original (and any and all copies of) agreements, documents, books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case relating to the business and operations of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to the Buyer all information that does not relate to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platform).

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, upon reasonable notice, the Companies shall, and Seller shall cause the Enhanced Entities to, afford the Buyer and its Representatives officers, employees, agents, accountants, advisors, bankers and other representatives and advisors (such Persons, whether used in reference to any party herein, “Representatives”) reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours to the Representatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic)facilities, books and records of the Enhanced EntitiesSeller to the extent relating to the Business, and shall furnish the Buyer with such financial, operating and other data and information to the extent relating to the Business as the Buyer may reasonably request (request; provided, however, that any such access or furnishing of information shall be conducted at the Buyer’s expense, during normal business hours, under the supervision of the Seller’s personnel and in each case, in such a manner so as to not unreasonably to interfere with the normal business operations of the Enhanced Entities)Seller and the Business. Notwithstanding anything to the contrary in this Agreement, the Seller shall not be required to disclose any information to the Buyer or its Representatives if such disclosure would, in the Seller’s counsel’s opinion, (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) relate to any consolidated, combined or unitary Tax Return filed by the Seller or any Affiliate thereof or any of their respective predecessor entities. (b) On Notwithstanding the foregoing, the Buyer and its counsel, environmental consultants, investment bankers, financial sources, lenders and other Representatives will not, without the Seller’s consent (which shall not be unreasonably withheld, conditioned or denied) prior to the Closing, be entitled to conduct any environmental assessments, studies, investigations, monitoring, or other inquiries pertaining to Environmental Laws or Hazardous Substances and relating to the Owned Real Property or the Leased Real Property, including any Phase I environmental site assessment, Phase II environmental site assessment, or other invasive sampling of soil, groundwater, air, any other environmental media, or building materials or equipment. (c) During the period commencing on the Closing Date and ending on the date that is the seventh (7th) anniversary of the Closing Date, the Companies Buyer will give Seller and Seller Parent reasonable access during Buyer’s regular business hours, upon reasonable advance notice, to books and records transferred to the Buyer solely to the extent necessary for the preparation of financial statements, regulatory filings or Tax Returns of the Seller or its Subsidiaries in respect of periods ending on or prior to the Closing, or in connection with any Actions of the Seller. The Seller will be entitled, at its sole cost and expense, to make copies of the books and records to which it is entitled to access pursuant to this Section 5.2(c). Notwithstanding anything to the contrary in this Agreement, the Buyer shall deliver not be required to disclose any information to the Seller or cause its Representatives if such disclosure would, in the Buyer’s counsel’s opinion, (i) jeopardize any attorney-client or other legal privilege, (ii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to be the date hereof or (iii) relate to any consolidated, combined or unitary Tax Return filed by the Buyer or any Affiliate thereof or any of their respective predecessor entities. (d) In order to facilitate the resolution of any claims made against or incurred by the Buyer, for a period of seven years after the Closing or, if shorter, the applicable statute of limitations or period specified in the Seller’s document retention policy, the Seller shall (i) retain the books and records relating to the Business relating to periods prior to the Closing which shall not otherwise have been delivered to the Buyer all original and (and any and all copies ofii) agreementsupon reasonable advance notice, documentsafford the Representatives of the Buyer reasonable access (including the right to make, at the Buyer’s expense, photocopies), during normal business hours, to such books and records; provided, files and other informationhowever, and all computer disksthat the Seller shall first be entitled to redact or otherwise remove any information that is not exclusively related to the Business; provided, recordsfurther, tapes and any other storage medium on which that the Seller shall notify the Buyer in writing at least thirty (30) days in advance of destroying any such agreements, documents, books and records, files and other information is stored, in any such case relating records prior to the business and operations seventh anniversary of the Enhanced Entities that are Closing Date in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate order to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to provide the Buyer the opportunity to copy such books and records (which may be redacted in accordance with the immediately preceding proviso) in accordance with this Section 5.2(d). (e) During the period commencing on the Closing Date and ending on or prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium date that is retained by the Sellers or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to the Buyer all information that does not relate to the business and operations seventh anniversary of the Enhanced Entities. Following the Closing Date, (i) the Sellers shall not retain in their possession or under their controlBuyer agrees to make personnel of the Buyer and its Subsidiaries that are employed by the Business reasonably promptly available during normal business hours and upon prior written notice to Seller Parent and its Subsidiaries, and (ii) Seller Parent agrees to make personnel of Seller Parent reasonably promptly available during normal business hours and upon prior written notice to the Buyer and its Subsidiaries, in any formeach case to the extent such access is (x) necessary in connection with compliance with the terms and conditions of this Agreement, any agreements, documents, books and records, files or other information, Ancillary Agreement or any computer disksapplicable Law or, records(y) reasonably requested in connection with conferences, tapes discovery, deposition, proceedings, hearings, arbitration, trials or any other storage medium that contains any agreements, documents, books and records, files and other information, relating appeals arising out of or related to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on or the transactions contemplated by this Agreement and the Ancillary Agreements; provided that, notwithstanding the foregoing, neither the Buyer nor its Subsidiaries shall be required to make personnel available (A) in connection with any server dispute among the parties hereto or (B) if it jeopardizes any attorney-client or other storage media maintained by a third party on behalf of legal privilege. The Seller shall reimburse the Sellers (including Buyer for any “cloud” storage platformreasonable and documented out-of-pocket costs and expenses it incurs in connection with Section 5.2(e)(i) and the Buyer shall reimburse the Seller for any reasonable and documented out-of-pocket costs and expenses it incurs in connection with Section 5.2(e)(ii).

Covenants Regarding Information. (a) From Subject to the terms of the confidentiality agreement dated July 26, 2010 between the Buyer and the Seller (the “Confidentiality Agreement”), from the date hereof through until the Closing Date, the Companies shall, and Seller shall cause the Enhanced Entities to, afford the Buyer and its Representatives officers, directors, principals, employees, advisors, auditors, agents, bankers and other representatives (collectively, “Representatives”) reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours and upon reasonable prior notice to the Purchased Assets and the Seller’s Representatives, properties, offices, plants and other facilities (but solely to the extent necessary facilities, and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic), books and records of relating to the Enhanced EntitiesBusiness and the Purchased Assets, and shall furnish the Buyer with such financial, operating and other data and information in connection with the Business and the Purchased Assets as the Buyer may reasonably request (in each case, in a manner so as to not unreasonably interfere with the normal business operations of the Enhanced Entities)request. (b) On Within three Business Days of the Closing Date, the Companies shall Seller will deliver or cause to be delivered to the Buyer all original agreements (and any and all or copies of) agreementsthereof to the extent such items are not in the possession or control of the Seller or are Shared Records), documents, books and records, records and files and other information, and all stored on computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case relating to the business and operations of the Enhanced Entities that are in the possession of disks or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to the Buyer all information that does not relate to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains in the possession of the Seller relating to the Business and the Purchased Assets. (c) In order to facilitate the resolution of any agreementsclaims made by or against or incurred by the Buyer after the Closing or for any other reasonable purpose, for a period of seven years following the Closing, the Seller shall: (i) retain all books, documents, information, data, files and other records of the Seller that relate to the Business, the Purchased Assets or the Assumed Liabilities for periods prior to the Closing and which shall not otherwise have been delivered to the Buyer; (ii) upon reasonable notice, afford the Buyer and its Representatives reasonable access (including for inspection and copying, at the Buyer’s expense), during normal business hours, to such books, documents, information, data, files and other records, including in connection with claims, proceedings, actions, investigations, audits and other regulatory or legal proceedings involving or relating to the Business, the Purchased Assets or the Assumed Liabilities; and (iii) furnish the Buyer and its Representatives reasonable assistance (at the Buyer’s expense), including access to personnel, in connection with any such claims and other proceedings; provided, further, that solely as it relates to information with respect to Tax matters, such access shall be granted until the later of seven years following the Closing and the expiration date of the applicable statute of limitations with respect to Tax matters. The Seller shall permit, promptly upon reasonable request, the Buyer and its Representatives to use original copies of any such records for purposes of litigation; provided, that such records shall promptly be returned to the Seller following such use. The Seller shall not destroy any such books and records without providing the Buyer with written notice detailing the contents of such books and records, files and providing the Buyer with the opportunity to obtain such books and records, at least 90 days prior to the destruction thereof. (d) In order to facilitate the Buyer’s review of the items to be delivered by the Seller pursuant to Section 7.3(f), following the delivery thereof, the Seller shall provide the Buyer and its Representatives with reasonable access during normal business hours and upon reasonable prior notice to the appropriate personnel of the Seller to all supporting financial statements, working papers and other informationdocumentation reasonably requested by the Buyer. (e) Notwithstanding the above, relating any request for access or information pursuant to this Section 5.2 shall be subject to such reasonable limitations as the Seller may impose with respect to information wholly unrelated to the business Business, the Purchased Assets or the Assumed Liabilities. In the event that the Seller determines that the provision of information pursuant to this Section 5.2 will jeopardize any attorney-client privilege, the Seller shall not be required to provide access to or furnish such information to the Buyer; provided, however, that the parties shall take all reasonable measures to permit compliance with Section 5.2 in a manner that avoids any such consequence. The Seller and operations the Buyer intend that any provision of access to, or the Target Entities (including any personal or other furnishing of, information stored on any media by any employees pursuant to this Section 5.2 that would otherwise be within the ambit of any Target Entity), including any legal privilege shall not operate as a waiver of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platform)such privilege.

Covenants Regarding Information. Subject to the covenants and agreements of the Selling Entities set forth in Section 6.5: (a) From the date hereof through until the Closing DateDate or the earlier termination of this Agreement, upon reasonable prior written notice, the Companies Selling Entities and the Company shall, and shall cause the Enhanced Entities their Subsidiaries, as applicable, to, afford the Buyer Buyer, the underwriter of the R&W Insurance Policy, and its their respective Representatives reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours to the Representatives, properties, properties and offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic), books and records (including insurance policies), insurance companies, officers, directors, senior management level employees, or Key Employees of the Enhanced EntitiesCompany or any of its Subsidiaries and the Owned Real Property, and to such other information relating to the Company, its Subsidiaries or the Owned Real Property as the Buyer or the underwriter of the R&W Insurance Policy, as applicable, may from time to time reasonably request, and shall furnish the Buyer and the underwriter of the R&W Insurance Policy with such financial, operating operating, and other data and information as the Buyer or the underwriter of the R&W Insurance Policy, as applicable, may reasonably request (request; provided, however, that any such access or furnishing of information shall be conducted at the Buyer’s or the underwriter of the R&W Insurance Policy’s, as applicable, expense, during normal business hours, under the supervision of the Company’s personnel, and in each case, in such a manner so as not to not unreasonably interfere with the normal business operations of the Enhanced Selling Entities), the Company, and their Subsidiaries, as applicable; provided, further, that none of the Selling Entities, the Company, or any of their Subsidiaries, as applicable, shall be required to disclose any information to the Buyer or the underwriter of the R&W Insurance Policy or their respective Representatives to the extent such disclosure would, as determined in the Company’s reasonable discretion, (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) relate to any consolidated, combined, or unitary Tax Return filed by the BF Trust, the California Owned Real Property Seller, the Colorado Owned Real Property Seller, the Company, or any of their Affiliates or any of their respective predecessor entities. (b) On In order to facilitate the Closing Date, resolution of any claims made against or incurred by the Companies shall deliver or cause to be delivered to the Buyer all original BF Trust (and any and all copies of) agreements, documents, books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case relating to the business and operations of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not as they relate to the business and operations of the Enhanced EntitiesCompany or its Subsidiaries), the Enhanced Entities California Owned Real Property Seller (as they relate to the California Owned Real Property), and the Colorado Owned Real Property Seller (as they relate to the Colorado Owned Real Property), for a period of seven (7) years after the Closing, the Buyer shall either cause the Company to (i) transfer a complete copy retain the books and records of the information stored thereon that relates Company and its Subsidiaries relating to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or periods prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or and (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to afford the Buyer all information that does not relate to the business and operations Representatives of the Enhanced Entities. Following BF Trust reasonable access (including the Closing Dateright to make, at the Sellers shall not retain in their possession or under their controlBF Trust’s expense, in any formphotocopies), any agreementsduring normal business hours, documents, to such books and records; provided, files or other informationhowever, or that the Buyer shall notify the BF Trust in writing at least thirty (30) days in advance of destroying any computer disks, records, tapes or any other storage medium that contains any agreements, documents, such books and records, files and other information, relating records prior to the business and operations seventh (7th) anniversary of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of Closing Date in order to provide the foregoing that is stored on any server or other storage media maintained by a third party on behalf of BF Trust the Sellers (including any “cloud” storage platformopportunity to copy such books and records in accordance with this Section 6.3(b).

Covenants Regarding Information. (a) From Subject to the Mutual Nondisclosure Agreement dated February 1, 2010 between the Buyer and the Seller, and as amended on March 31, 2010 (the “Confidentiality Agreement”), from the date hereof through until the Closing Date, the Companies shall, and Seller shall cause the Enhanced Entities to, afford the Buyer and its Representatives reasonable officers, directors, principals, employees, advisors, auditors, agents, bankers and other representatives (collectively, “Representatives”) complete access (including for inspection and copying) upon reasonable notice, during normal business hours hours, upon reasonable request and notice to the RepresentativesPurchased Assets and the Seller’s, properties, offices, plants and other facilities (but solely to the extent necessary facilities, and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic), books and records of relating to the Enhanced EntitiesBusiness and the Purchased Assets and shall permit them to consult with Seller’s Representatives in the manner mutually agreed by the Buyer and the Seller, and shall furnish the Buyer with such financial, operating and other data and information in connection with the Business and the Purchased Assets as the Buyer may reasonably request (in each case, in a manner so as to not unreasonably interfere with the normal business operations of the Enhanced Entities)request. (b) On the Closing Date, the Companies shall Seller will deliver or cause to be delivered to the Buyer all original agreements (and any and all or, copies of) agreementsthereof, to the extent such items are not in the possession or control of the Seller), documents, books and records, records and files and other information, and all stored on computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case relating to the business and operations of the Enhanced Entities that are in the possession of disks or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to the Buyer all information that does not relate to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains in the possession of the Seller exclusively relating to the Purchased Assets. (c) In order to facilitate the resolution of any agreementsclaims made by or against or incurred by the Buyer after the Closing or for any other reasonable purpose, for a period of 5 years following the Closing, the Seller shall: (i) retain all books, documents, information, data, files and other records of the Seller that relate to the Business, the Purchased Assets or the Assumed Liabilities for periods prior to the Closing and which shall not otherwise have been delivered to the Buyer; (ii) upon reasonable notice, afford the Buyer and its Representatives reasonable access (including for inspection and copying, at the Buyer’s expense), during normal business hours, to such books, documents, information, data, files and other records, including in connection with claims, proceedings, actions, investigations, audits and other regulatory or legal proceedings involving or relating to the Business, the Purchased Assets or the Assumed Liabilities; and (iii) furnish the Buyer and its Representatives reasonable assistance (at the Buyer’s expense), including access to personnel, in connection with any such claims and other proceedings; provided, that such access shall be granted until the later of 5 years following the Closing and the expiration date of the applicable statute of limitations with respect to tax matters. The Seller shall permit, promptly upon reasonable request, the Buyer and its Representatives to use original copies of any such records for purposes of litigation; provided, further, that such records shall promptly be returned to the Seller following such use. The Seller shall not destroy any such books and records without providing the Buyer with written notice detailing the contents of such books and records, files and other informationproviding the Buyer with the opportunity to obtain such books and records, relating at least 90 days prior to the business and operations of the Target Entities (including any personal or other information stored on any media by any employees of any Target Entity), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Sellers (including any “cloud” storage platform)destruction thereof.

Covenants Regarding Information. (a) From the date hereof through until the Closing Date, the Companies upon reasonable notice, Sellers shall, and shall cause the Enhanced Entities to, afford the : (i) furnish to Buyer and its Representatives reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours to the Representatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic), books and records of the Enhanced Entities, and shall furnish the Buyer with such financial, operating and other data and information relating to the Retail Store Insurance Business and the right to inspect all of the Real Property, properties, assets, premises, Books and Records and other document and data as the Buyer may reasonably request (request; provided, however, that any such furnishing of information shall be conducted at Buyer’s expense and in each case, in such a manner so as to not unreasonably to interfere with the normal business operations of Sellers and the Enhanced Entities)Retail Store Insurance Business. Notwithstanding anything to the contrary in this Agreement, Sellers shall not be required to disclose any information to Buyer or its Representatives if such disclosure would, in Sellers’ reasonable judgment, (i) constitute a waiver of the attorney-client or other legal privilege held by Sellers, (ii) contravene any applicable Laws, (iii) relate to any consolidated, combined or unitary Returns filed by Sellers or any of their respective Affiliates or any of their respective predecessor entities, or (iv) breach any binding agreement entered into prior to the date hereof with a Third Party, provided that Sellers have used commercially reasonable efforts to obtain the consent of such Third Party to such disclosure or access. (b) On In order to facilitate the resolution of any claims made against or incurred by Sellers (as it relates to the Retail Store Insurance Business), for a period of seven years after the Closing Dateor, if longer, the Companies applicable period required by Law or policy of any relevant Governmental Authority, Buyer shall deliver or cause to be delivered to (i) retain the Buyer all original (Books and any and all copies of) agreements, documents, books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case Records relating to the business and operations of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate Retail Store Insurance Business relating to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or periods prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or and (ii) permanently delete afford the Representatives of Sellers reasonable access (including the right to make, at Sellers’ expense, photocopies), during normal business hours, to such Books and erase from Records; provided, however, that Buyer shall notify Sellers in writing at least 90 days in advance of destroying any such computer disksBooks and Records in order to provide Sellers the opportunity to copy such Books and Records in accordance with this Section 4.2(b). (c) In order to facilitate the resolution of any claims made against or incurred by Buyer, records, tapes or other storage medium delivered to the Buyer all information that does not relate to the business and operations for a period of the Enhanced Entities. Following seven years after the Closing Dateor, if longer, the applicable period required by Law or policy of any relevant Governmental Authority, Sellers shall not (i) retain in their possession or under their control, in any form, any agreements, documents, books the Books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, Records relating to the business Retail Store Insurance Business relating to periods prior to the Closing which shall not otherwise have been delivered to Buyer and operations (ii) upon reasonable notice, afford the Representatives of the Target Entities Buyer reasonable access (including any personal or other information stored on any media by any employees of any Target Entitythe right to make, at Buyer’s expense, photocopies), during normal business hours, to such Books and Records to the extent relating exclusively to the Retail Store Insurance Business; provided, however, that Sellers shall notify Buyer in writing at least 90 days in advance of destroying any such Books and Records in order to provide Buyer the opportunity to copy such Books and Records in accordance with this Section 4.2(c). (d) In connection with maintaining, handling and transferring Data, Buyer shall, and shall cause its Affiliates and any permitted subcontractors to, comply with all confidentiality and security obligations applicable to them in connection with the collection, use, disclosure, maintenance and transmission of personal, private, or financial information about each insured under the Policies placed by Sellers, including any the provisions of privacy policies under which such information was gathered and those Laws currently in place and which may become effective during the foregoing that is stored on any server or other storage media term of this Agreement. To the extent required by applicable Law, Buyer shall (a) entitle Sellers, and their agents and representatives, and Governmental Authorities to audit Buyer’s compliance herewith, (b) enable individual subjects of personally identifiable information, upon request from such individuals, to review and correct information maintained by a third party on behalf Buyer about them, and to restrict use of the such information, and (c) report to Sellers (including in writing any “cloud” storage platform)violation of this Section of which Buyer becomes aware.