Common use of Covenants Regarding Information Clause in Contracts

Covenants Regarding Information. (a) From the date hereof until the Closing Date, upon reasonable notice, Seller shall cause the Company to afford Buyer and its representatives reasonable access to the representatives, properties, offices, plants and other facilities, books and records of the Company, and shall furnish Buyer with such financial, operating and other data and information as Buyer may reasonably request; provided, however, that any such access or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Seller’s or the Company’s personnel and in such a manner as not unreasonably to interfere with the normal operations of the Company. Notwithstanding anything to the contrary in this Agreement, prior to the Closing, without the prior written consent of Seller, which may be withheld in its sole discretion, Buyer (i) shall not contact any employees of, suppliers to, or customers of, Seller or the Company and (ii) shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Company. Notwithstanding anything to the contrary in this Agreement, neither Seller nor the Company shall be required to disclose any information to Buyer or its representatives if such disclosure would, in Seller’s sole discretion, (i) jeopardize any attorney-client or other legal privilege, (ii) conflict with any confidentiality obligations by which Seller or the Company are bound, or (iii) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date hereof. (b) Buyer shall, and shall cause the Company to, preserve and keep the records held by them relating to the Company for a period of seven (7) years from the Closing Date (or longer if required by applicable Law) and shall make such records and personnel available to Seller as may be reasonably required by Seller in connection with, among other things, any Tax filings of Seller or its Affiliates, any insurance claims by, Legal Proceedings or Tax audits against or governmental investigations of, Seller or its Affiliates or in order to enable Seller to comply with its obligations under this Agreement. In the event Buyer wishes to destroy such records after that time, Buyer shall first give thirty (30) days prior written notice to Seller and Seller shall have the right at its option and expense, upon prior written notice given to Buyer within such thirty (30) day period, to take possession of the records.

Covenants Regarding Information. (a) From the date hereof until the Closing Date, upon reasonable notice, Seller shall cause the Company to afford Buyer and its Subsidiaries shall afford Parent and its officers, employees, agents, accountants, advisors, bankers and other representatives (collectively, “Representatives”) reasonable access to the representativesRepresentatives, properties, offices, plants and other facilities, books and records of the CompanyCompany and each of its Subsidiaries, and shall furnish Buyer Parent with such financial, operating and other data and information as Buyer Parent may reasonably request; provided, however, that any such access or furnishing of information shall be conducted at BuyerParent’s expense, during normal business hours, under the supervision of Seller’s or the Company’s personnel and in such a manner as not unreasonably to interfere with the normal operations of the Company. Notwithstanding anything Company and its Subsidiaries. (b) The Company makes no representation or warranty as to the contrary accuracy of any information provided pursuant to Section 5.2(a), and neither Parent nor Merger Sub may rely on the accuracy of any such information, in this Agreement, prior to the Closing, without the prior written consent of Seller, which may be withheld each case other than as expressly set forth in its sole discretion, Buyer (i) shall not contact any employees of, suppliers to, or customers of, Seller or the Company and (ii) shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Company. ’s representations and warranties contained in Article III. (c) Notwithstanding anything to the contrary in this Agreement, neither Seller nor the Company nor any of its Subsidiaries shall be required to disclose any information to Buyer Parent or its representatives Representatives if such disclosure would, in Sellerthe Company’s sole discretion, (i) jeopardize any attorney-client or other legal privilege, privilege or (ii) conflict with any confidentiality obligations by which Seller or the Company are bound, or (iii) contravene any applicable LawLaws, fiduciary duty or binding agreement entered into prior to the date hereof. (b) Buyer shall, and shall cause the Company to, preserve and keep the records held by them relating to the Company for a period of seven (7) years from the Closing Date (or longer if required by applicable Law) and shall make such records and personnel available to Seller as may be reasonably required by Seller in connection with, among other things, any Tax filings of Seller or its Affiliates, any insurance claims by, Legal Proceedings or Tax audits against or governmental investigations of, Seller or its Affiliates or in order to enable Seller to comply with its obligations under this Agreement. In the event Buyer wishes to destroy such records after that time, Buyer shall first give thirty (30) days prior written notice to Seller and Seller shall have the right at its option and expense, upon prior written notice given to Buyer within such thirty (30) day period, to take possession of the records.

Covenants Regarding Information. (a) From Subject to Section 7.4(b), from the date hereof until through the earlier of the Closing DateDate and the termination of this Agreement pursuant to Article 12, upon reasonable notice, Seller Equillium shall cause the Company to afford Buyer Ono and its representatives Representatives, at ▇▇▇’s sole cost and expense, reasonable access (including for inspection and copying) at reasonable times to the representativesBusiness and each Equillium Person’s Representatives, properties, offices, plants and other facilities, facilities and books and records of relating to the CompanyProgram and the Business, and shall furnish Buyer with disclose to Ono such financial, operating and other data and information in connection with the Program and the Business as Buyer ▇▇▇ may reasonably request. (b) Equillium’s obligations under Section 7.4(a) shall be subject to the following limitations: 281923888 v10 (i) Equillium may limit access or refuse to disclose any data or information to the extent that doing so could reasonably be expected to cause (A) a loss of any applicable privileges (including attorney-client privilege) or trade secrets or (B) a breach of any confidentiality obligations under any Contract disclosed to ▇▇▇ before the date of this Agreement or applicable Law; provided, however, that any Equillium shall cooperate with ▇▇▇ to develop substitute arrangements, to the extent reasonably possible, to allow for such access or furnishing disclosure in a manner that does not result in such loss or breach. (ii) The auditors and independent accountants of information Equillium 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 access to such work papers in form and substance reasonable acceptable to such auditors or independent accountants. (iii) For so long as any applicable COVID-19 Measures are in effect, each Equillium Person shall be conducted at Buyer’s expensepermitted to provide access through virtual or other remote means. (c) On the Closing Date, during normal business hoursEquillium shall deliver or cause to be delivered to Ono all agreements, documents, books and records and files primarily related to, or otherwise necessary for the Exploitation of, the Program, the Compound, any Product or the Business, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records or files are stored, that are in the possession of or under the supervision control of Seller’s or any Equillium Person (such information, the Company’s personnel “Transferred Information”). (d) Following the Closing Date, Equillium shall not, and in such a manner as not unreasonably to interfere with the normal operations shall cause that none of the Company. Notwithstanding anything to the contrary in this Agreementits Subsidiaries shall, prior to the Closing, without the prior written consent of Seller, which may be withheld retain in its sole discretionpossession or under its control, Buyer in any form, any Transferred Information; provided, however, that (i) Equillium shall not contact be entitled to retain in its possession or under its control (A) such copies of Transferred Information as are required to be maintained for insurance purposes or by Law and (B) in any employees ofevent a single copy of all Transferred Information in its secure files as necessary for Equillium to monitor its compliance with, suppliers toand to monitor and enforce Ono’s compliance with, or customers ofthe Parties’ respective obligations under the Transaction Documents and the Biocon Agreements, Seller or the Company and (ii) shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Company. Notwithstanding anything to the contrary in this Agreement, neither Seller nor the Company Equillium Person shall be required to disclose destroy any computer files stored securely by it that are created pursuant to such Person’s standard and automatic backup or archival procedures. If Equillium discovers following the Closing Date that it or any of its Subsidiaries is in possession of or has under its control any such Transferred Information (other than copies thereof that Equillium is permitted to retain as set forth above), Equillium shall (a) deliver to Ono any such information to Buyer or its representatives if such disclosure would, in Seller’s sole discretion, (i) jeopardize any attorney-client or other legal privilege, (ii) conflict with any confidentiality obligations by which Seller or the Company are bound, or (iii) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date hereof. and (b) Buyer shallthereafter delete and erase, and shall or cause the Company todeletion or erasure, preserve and keep the records held of all such information as soon as reasonably practicable, except as otherwise required by them relating Law or to the Company for a period extent that such information is included in computer files stored securely by Equillium or any of seven (7) years from its Subsidiaries that are created pursuant to such Person’s standard and automatic backup or archival procedures. For the Closing Date (or longer if required by applicable Law) and shall make such records and personnel available to Seller as may be reasonably required by Seller in connection with, among other thingsavoidance of doubt, any Tax filings of Seller or its Affiliates, information retained by any insurance claims by, Legal Proceedings or Tax audits against or governmental investigations of, Seller or its Affiliates or Equillium Person in order accordance with any exception set forth in this Section 7.4(d) shall be subject to enable Seller to comply with its obligations under this Agreement. In the event Buyer wishes to destroy such records after that time, Buyer shall first give thirty (30) days prior written notice to Seller and Seller shall have the right at its option and expense, upon prior written notice given to Buyer within such thirty (30) day period, to take possession of the recordsrestrictions set forth in Section 7.7.

Covenants Regarding Information. In order to facilitate the resolution of any claims made against or incurred by the Stockholders (a) From as they relate to the date hereof until Company and its Subsidiaries), for a period of seven years after the Closing Dateor, upon reasonable noticeif shorter, Seller shall cause the applicable period specified in the Company’s document retention policy, the Company to afford Buyer and its representatives reasonable access to shall (i) retain the representatives, properties, offices, plants and other facilities, books and records relating to the Company and its Subsidiaries relating to periods prior to the Closing and (ii) afford the Stockholder Representative reasonable access (including the right to make, at its expense, photocopies), during normal business hours, to such books and records; provided, however, that the Company shall notify the Stockholder Representative in writing at least thirty (30) days in advance of destroying any such books and records prior to the seventh anniversary of the Company, Closing Date in order to provide the Stockholder Representative the opportunity to copy such books and shall furnish Buyer records in accordance with such financial, operating and other data and information as Buyer may reasonably requestthis Section 5.1; provided, however, that any such access or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Seller’s or the Company’s personnel Representatives and in such a manner as not unreasonably to interfere with the normal operations of the Company. Notwithstanding anything to the contrary in this Agreement, prior to the Closing, without the prior written consent of Seller, which may be withheld in its sole discretion, Buyer (i) shall not contact any employees of, suppliers to, or customers of, Seller or the Company and (ii) shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Companyits Subsidiaries. Notwithstanding anything to the contrary in this Agreement, neither Seller nor the Company nor any of its Subsidiaries shall be required to disclose any information to Buyer the Stockholder Representative or its representatives Representatives if such disclosure would, in Seller’s sole discretionthe written opinion of its counsel, (i) jeopardize any attorney-client or other legal privilege, privilege or (ii) conflict with any confidentiality obligations by which Seller or the Company are bound, or (iii) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date hereofLaws. (b) Buyer shall, and shall cause the Company to, preserve and keep the records held by them relating to the Company for a period of seven (7) years from the Closing Date (or longer if required by applicable Law) and shall make such records and personnel available to Seller as may be reasonably required by Seller in connection with, among other things, any Tax filings of Seller or its Affiliates, any insurance claims by, Legal Proceedings or Tax audits against or governmental investigations of, Seller or its Affiliates or in order to enable Seller to comply with its obligations under this Agreement. In the event Buyer wishes to destroy such records after that time, Buyer shall first give thirty (30) days prior written notice to Seller and Seller shall have the right at its option and expense, upon prior written notice given to Buyer within such thirty (30) day period, to take possession of the records.

Covenants Regarding Information. (a) From Subject to the Bidding Procedures and applicable Law, from the date hereof until the Closing DateDate or earlier termination of this Agreement, upon reasonable noticerequest, Seller the AFI Entities shall cause the Company to afford each Buyer and its representatives Representatives reasonable access to the representatives, properties, offices, plants and other facilities, books and records (including Tax books and records) of the Company, Seller and shall furnish each Buyer with such financial, operating and other data and information information, and access to all the officers, employees, accountants and other Representatives of Seller, as each Buyer may reasonably request; provided, however, that any such access or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, under the supervision of Seller’s or the Company’s personnel and request in such a manner as not unreasonably to interfere connection with the normal operations of the Companytransactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement, prior to the Closing, without the prior written consent of Seller, which may be withheld in its sole discretion, Buyer (i) shall not contact any employees of, suppliers to, or customers of, Seller or the Company and (ii) shall have no right to perform invasive or subsurface investigations none of the properties or facilities of the Company. Notwithstanding anything to the contrary in this Agreement, neither Seller nor the Company AFI Entities shall be required to provide access to or disclose any information to each Buyer or its representatives Representatives if such disclosure would, in Seller’s sole discretion, (i) jeopardize such access or disclosure is prohibited pursuant to the terms of a confidentiality agreement with a third party entered into prior to the date hereof, (ii) such access or disclosure would violate applicable Law, or (iii) such access or disclosure would adversely affect any attorney-client or other legal privilege, (ii) conflict with any confidentiality obligations by which Seller privilege or the Company are bound, or (iii) contravene any applicable Laws (the “Disclosure Limitations”); provided that the Parties shall reasonably cooperate in seeking to find a way to allow disclosure of such information to the extent doing so would not (in the good faith belief of such AFI Entity after consultation with outside counsel) violate any such confidentiality agreement or applicable Law, fiduciary duty or binding agreement entered into prior cause such privilege to the date hereofbe undermined with respect to such information. (b) Buyer shallThe information provided pursuant to this Section 6.2 prior to Closing will be used solely for the purpose of effecting the transactions contemplated hereby, and will be governed by the terms and conditions of the Confidentiality Agreement, which Confidentiality Agreement shall cause not terminate upon the Company to, preserve and keep the records held by them relating execution of this Agreement notwithstanding anything to the Company contrary therein. Neither AFI Entity makes any representation or warranty as to the accuracy of any information, if any, provided pursuant to this Section 6.2, and no Buyer may rely on the accuracy of any such information. (c) From and after the Closing, until the closing of the Chapter 11 Case, each Buyer will provide the AFI Entities and their Representatives, with reasonable access, during normal business hours, and upon reasonable advance notice, subject to reasonable denials of access or delays to the extent any such access would unreasonably interfere with the operations of such Buyer or the business of Seller, to the books and records, including work papers, schedules, memoranda, and other documents (for the purpose of examining and copying) of Seller with respect to periods or occurrences prior to the Closing Date, for the purposes of (i) complying with the requirements of any Governmental Authority, including the Bankruptcy Court, (ii) the closing of the Chapter 11 Case and the wind down of the AFI Entities’ estates (including reconciliation of claims and preparation of Tax Returns or other Tax proceedings and the functions of any trusts established under a Chapter 11 plan of Parent or any other successors of Parent), (iii) complying with applicable Laws or (iv) other reasonable business purposes; provided that no Buyer shall be obligated to provide any such access that would, in the reasonable, good faith judgment of such Buyer, conflict with the Disclosure Limitations. Unless otherwise consented to in writing by Parent (on behalf of itself and Seller), no Buyer will, for a period of seven three (73) years from following the Closing Date Date, destroy, alter or otherwise dispose of any of such books and records without first offering to surrender to Parent (on behalf of itself and Seller) such books and records or longer if required by applicable Law) and shall make any portion thereof that such records and personnel available Buyer may intend to Seller as may be reasonably required by Seller in connection withdestroy, among other things, any Tax filings of Seller alter or its Affiliates, any insurance claims by, Legal Proceedings or Tax audits against or governmental investigations dispose of, Seller or its Affiliates or in order to enable Seller to comply with its obligations under this Agreement. In the event Buyer wishes to destroy such records after that time, Buyer shall first give thirty (30) days prior written notice to Seller and Seller shall have the right at its option and expense, upon prior written notice given to Buyer within such thirty (30) day period, to take possession of the records.