Common use of Documents and Information Clause in Contracts

Documents and Information. Consistent with Paragraph 3 of this Appendix, Direct Purchaser Plaintiff(s) may make a written request to counsel for the DENSO Defendants following the grant or denial of all Preliminary Approval Motions in all of the Collective Actions, for the following information or documents, specifying the Preliminarily Approved Collective Released Parts for which such information or documents are sought: (a) the names of all current and former employees, directors and officers of the DENSO Defendants who: (1) were interviewed and/or prosecuted by the DOJ in connection with alleged violations with regard to any of those particular Preliminarily Approved Collective Released Parts; (2) appeared before the grand jury in connection with the DOJ’s investigation into alleged antitrust violations with respect to any of those Preliminarily Approved Collective Released Parts; and/or (3) were disclosed to a Government Entity as having knowledge or information relating to investigations into alleged violations with respect to any of those Preliminarily Approved Collective Released Parts. Counsel for the DENSO Defendants shall not be required to disclose to Settlement Class Counsel the specific Government Entities to which each such current or former employee, director, or officer of the DENSO Defendants was identified to or appeared before. DENSO Defendants shall respond to each such request within thirty (30) days of its receipt. (b) to the extent they have not already been produced to Settlement Class Counsel, documents, if any, provided to Government Entities as of the Execution Date (including all English Translations thereof provided to those Government Entities) relating to their investigation into alleged competition violations with respect to those particular Preliminarily Approved Collective Released Parts. The DENSO Defendants will use reasonable efforts to substantially complete production of Documents in response to each such request within sixty (60) days of its receipt. (c) subject to meet and confer with the DENSO Defendants, (i) pre-existing sales and cost transactional data related to particular Preliminarily Approved Collective Released Parts, with respect to sales in the United States from January 1, 1996 to the Execution Date. Such request will not require the DENSO Defendants to compile data from individual invoices, purchase orders, personal computers, backup recording media or devices, hard copy files, manufacturing facilities or similar sources. The DENSO Defendants shall also provide reasonable assistance to Settlement Class Counsel in understanding any transactional data produced, including, if appropriate, a reasonable number of communications with Direct Purchaser Plaintiff(s)’ experts and between technical personnel. The DENSO Defendants will use reasonable efforts to substantially complete production of such data within one hundred twenty (120) days after the parties agree on the data to be provided;

Documents and Information. Consistent with Paragraph 3 of this Appendix, Direct Purchaser Plaintiff(s) may make a written request to counsel for the DENSO Defendants following the grant or denial of all Preliminary Approval Motions in all of the Collective Actions, for the following information or documents, specifying the Preliminarily Approved Collective Released Parts for which such information or documents are sought: (a) Tenant, periodically during the names of all current and former employees, directors and officers Term of the DENSO Defendants who: (1) were interviewed and/or prosecuted Lease, shall deliver to Landlord financial statements and other documents requested by Landlord reflecting Tenant's financial condition. With each delivery of such information to Landlord, Tenant shall also deliver to Landlord a certificate signed by the DOJ in connection with alleged violations with regard to any Chief Financial Officer, general partner or managing member (as applicable) of those particular Preliminarily Approved Collective Released Parts; (2) appeared before the grand jury in connection with the DOJ’s investigation into alleged antitrust violations with respect to any of those Preliminarily Approved Collective Released Parts; and/or (3) were disclosed to Tenant. Tenant shall furnish a Government Entity as having knowledge or information relating to investigations into alleged violations with respect to any of those Preliminarily Approved Collective Released Parts. Counsel monthly profit and loss statement for the DENSO Defendants Facility within 30 days following the end of each month, an annual Facility financial report or quarterly Facility financial report, as applicable, and a quarterly Facility accounts receivable aging report all in form reasonably acceptable to Landlord. In addition, Tenant shall not be required deliver to disclose to Settlement Class Counsel the specific Government Entities to which each such current or former employee, director, or officer of the DENSO Defendants was identified to or appeared before. DENSO Defendants shall respond to each such request within thirty Landlord an annual Facility financial report and a quarterly Facility accounts receivable aging report (30based upon internal financial statements) days of its receipt. (b) to the extent they have not already been produced to Settlement Class Counsel, documents, if any, provided to Government Entities as of the Execution Date (including all English Translations thereof provided to those Government Entities) relating to their investigation into alleged competition violations with respect to those particular Preliminarily Approved Collective Released Parts. The DENSO Defendants will use reasonable efforts to substantially complete production of Documents in response to each such request within sixty (60) days after the end of each fiscal year. (b) Without limiting the foregoing, Tenant shall (i) supply promptly Landlord with such information concerning its financial condition, affairs and property, as Landlord may reasonably request from time to time hereafter; (ii) notify promptly Landlord in writing of any condition or event that constitutes a breach or Event of Default of any term, condition, warranty, representation or provisions of this Lease or any other agreement, and of any material adverse change in its financial condition; (iii) permit Landlord or any of its receiptagents or representatives to have access to and to examine all of its books and records regarding the financial condition of the Facility at any time or times hereafter during business hours and after reasonable oral or written notice; and (iv) permit Landlord to copy and make abstracts from any and all of said books and records. (c) subject Tenant shall also furnish to meet Landlord financial statements prepared by Guarantor on a consolidated basis for each quarter and confer annually. The annual financial statements of Guarantor shall be audited statements and shall be prepared in accordance with generally accepted accounting procedures. If either Tenant or any Guarantor is a "reporting company," then such company may provide copies of its annual 10-K Reports and its quarterly 10-Q Reports in lieu of the DENSO Defendantsannual and quarterly statements which would otherwise be required pursuant to this paragraph. (d) Tenant shall, on request of Landlord from time to time, execute, deliver and furnish documents as may be necessary to consummate the transactions contemplated under this Lease. Within fifteen (15) days after a request from Landlord, Tenant shall provide to Landlord such additional information regarding Tenant, Tenant's financial condition or the Facility as Landlord, or any existing or proposed creditor of Landlord (including, without limitation, any Fee Mortgagee), or any auditor or underwriter of Landlord, may reasonably require from time to time. (e) Tenant shall transmit to Landlord, within five (5) business days after receipt thereof, any material communication affecting the Facility or this Lease, and Tenant will respond promptly to Landlord's inquiry with respect to such information. Tenant shall notify promptly Landlord in writing after Tenant has knowledge of any potential, threatened or existing litigation or proceeding against, or investigation of, Tenant or the Facility that may affect the right to operate the Facility or Landlord's title to the Premises or Tenant's interest therein. (f) All financial statements shall: (i) pre-existing sales be prepared in accordance with general accepted accounting principles consistently applied; and cost transactional data related to particular Preliminarily Approved Collective Released Parts, (ii) fairly present the financial condition and performance for the relevant period in all material respects. (g) Tenant shall comply with respect to sales all Legal Requirements affecting the Premises and the operation of the Facility and keep all Government Authorizations in full force and effect. Tenant shall pay when due all taxes and governmental charges of every kind and nature that are assessed or imposed upon Tenant at any time during the United States from January 1, 1996 to term of the Execution Date. Such request will not require the DENSO Defendants to compile data from individual invoices, purchase orders, personal computers, backup recording media or devices, hard copy files, manufacturing facilities or similar sources. The DENSO Defendants shall also provide reasonable assistance to Settlement Class Counsel in understanding any transactional data producedLease, including, without limitation, all income, franchise, capital stock, property, sales and use, business, intangible, employee withholding, and all taxes and charges relating to Tenant's business and operations. Tenant shall be responsible for compliance with all Legal Requirements affecting the Premises and the operation of the Facility and Landlord shall have no responsibility for such compliance. (h) If this Lease is terminated due to expiration of the Term, pursuant to an Event of Default or for any reason, or if appropriateTenant vacates the Premises without termination of this Lease, a reasonable number if requested by Landlord, Tenant shall execute, deliver and file all documents and statements requested by Landlord to effect the transfer of communications the Facility license and Governmental Authorizations to an entity designated by Landlord, subject to any required approval of governmental regulatory authorities, and Tenant shall provide to Landlord all information and records reasonably required by Landlord in connection with Direct Purchaser Plaintiff(s)’ experts the transfer of the license and between technical personnel. The DENSO Defendants will use reasonable efforts to substantially complete production of such data within one hundred twenty (120) days after the parties agree on the data to be provided;Government Authorizations.

Documents and Information. Consistent with Paragraph 3 of this AppendixAfter the Closing Date, Direct Purchaser Plaintiff(sParent and the Surviving Corporation shall, and shall cause the Surviving Corporation and its respective Subsidiaries to, until the seventh (7th) may make a written request to counsel for the DENSO Defendants following the grant or denial of all Preliminary Approval Motions in all anniversary of the Collective ActionsClosing Date, retain all books, records and other documents pertaining to the Business and the Group Companies in existence on the Closing Date and make the same available for inspection and copying by the following information or documents, specifying Equityholder Representative (at the Preliminarily Approved Collective Released Parts for which such information or documents are sought: (aEquityholder Representative’s sole cost and expense) the names of all current and former employees, directors and officers during normal business hours of the DENSO Defendants who: (1) were interviewed and/or prosecuted by the DOJ in connection with alleged violations with regard to Surviving Corporation or any of those particular Preliminarily Approved Collective Released Partsits Subsidiaries upon reasonable request and upon reasonable notice, in each case, solely for purposes of complying with any applicable Tax, financial reporting or regulatory requirements; provided that Parent, the Surviving Corporation and each of the Group Companies may withhold any book, record or other document (2or portion thereof) appeared before (w) that is subject to the grand jury terms of a non-disclosure agreement or undertaking with a third party, (x) that constitutes privileged attorney-client communications or attorney work product and the transfer of which, or the provision of access to which, as reasonably determined by such party’s counsel, would reasonably be expected to result in connection the loss of any such privilege, (y) if the provision of access to such book, records or other document (or portion thereof), as determined by such party’s counsel, would reasonably be expected to conflict with applicable Laws or (z) that constitutes non-financial trade secrets of the DOJ’s investigation into alleged antitrust violations with respect Company or its Subsidiaries; provided, further, that in each case, if the Equityholder Representative requests any information that Parent, the Surviving Corporation and/or the applicable Group Company is permitted to any of those Preliminarily Approved Collective Released Parts; withhold pursuant to this section, Parent, the Surviving Corporation and/or (3) were disclosed the applicable Group Company, as the case may be, shall provide notice to a Government Entity as having knowledge the Equityholder Representative that it is withholding such access or information relating to investigations into alleged violations with respect to any of those Preliminarily Approved Collective Released Parts. Counsel for the DENSO Defendants and shall not be required to disclose to Settlement Class Counsel the specific Government Entities to which each such current or former employee, director, or officer of the DENSO Defendants was identified to or appeared before. DENSO Defendants shall respond to each such request within thirty (30) days of its receipt. (b) to the extent they have not already been produced to Settlement Class Counsel, documents, if any, provided to Government Entities as of the Execution Date (including all English Translations thereof provided to those Government Entities) relating to their investigation into alleged competition violations with respect to those particular Preliminarily Approved Collective Released Parts. The DENSO Defendants will use commercially reasonable efforts to substantially complete production provide such access or information to the Equityholder Representative and its representatives in a manner that does not violate any such agreement or Law or result in the waiver of Documents in response to each any such request within sixty (60) days privilege. To the extent consistent with the Company’s existing document retention policies and past practice, no such books, records or documents shall be destroyed after the seventh anniversary of the Closing Date by Parent, the Surviving Corporation or any of its receipt. (c) subject Subsidiaries, without first advising the Equityholder Representative in writing and giving the Equityholder Representative a reasonable opportunity to meet and confer with obtain possession thereof. Notwithstanding the DENSO Defendantsforegoing or the provisions of Section 5.4(e), (i) pre-existing sales and cost transactional data related no provision of this Agreement shall be construed to particular Preliminarily Approved Collective Released Parts, require Parent to provide the Equityholder Representative any information with respect to, or right to sales in the United States from January 1access or to review, 1996 Parent’s affiliated, consolidated, combined, unitary, aggregate or similar Tax Return, other than any portion of such Tax Return that solely relates to the Execution Date. Such request will not require the DENSO Defendants to compile data from individual invoices, purchase orders, personal computers, backup recording media or devices, hard copy files, manufacturing facilities or similar sources. The DENSO Defendants shall also provide reasonable assistance to Settlement Class Counsel in understanding any transactional data produced, including, if appropriate, a reasonable number of communications with Direct Purchaser Plaintiff(s)’ experts and between technical personnel. The DENSO Defendants will use reasonable efforts to substantially complete production of such data within one hundred twenty (120) days after the parties agree on the data to be provided;Group Companies.