Common use of Preservation of Books and Records Clause in Contracts

Preservation of Books and Records. For a period of six (6) years from the Closing Date or such longer time as may be required by Law: (a) Buyer shall not, and shall cause its Affiliates not to, dispose of or destroy any of the material books and records of the Consumer Care Business relating to periods prior to the Closing (the “Books and Records”) or the Rx Product Regulatory Documentation without first offering to provide Seller with copies thereof by written notice to Seller at least sixty (60) days prior to the proposed date of such disposition or destruction. (b) Buyer shall, and shall cause its Affiliates to, allow Seller and its agents access to all Books and Records and the Rx Product Regulatory Documentation on reasonable notice and at reasonable times at Buyer’s principal place of business or at any location where any Books and Records and the Rx Product Regulatory Documentation are stored, and Seller shall have the right, at its own expense, to make copies of any Books and Records and the Rx Product Regulatory Documentation; provided, that (a) Seller and its agents shall take such action as is deemed necessary in the reasonable judgment of Buyer to schedule such access and visits through a designated officer of Buyer and in such a way as to avoid disrupting in any material respect the normal operations of the Transferred Business, (b) neither Buyer nor any of its Affiliates shall be required to take any action to the extent that such action would constitute a waiver of the attorney-client or other privilege or would compromise any confidential information of Buyer or its Affiliates not related to the Transferred Business, and (c) neither Buyer nor any of its Affiliates shall be required to supply Seller or its agents with any information to the extent that doing so would violate any applicable Law or Contract (provided that Buyer shall use commercially reasonable efforts to obtain any third party consents that would permit the supply of such information). (c) Buyer shall and shall cause its Affiliates to make available to Seller upon reasonable notice to Seller and at reasonable times and upon written request (i) Buyer’s personnel to assist Seller in locating and obtaining any Books and Records or the Rx Product Regulatory Documentation, and (ii) any of Buyer’s personnel whose assistance or participation is reasonably required by Seller or any of its Affiliates in anticipation of, or preparation for, existing or future Litigation with respect to the Transferred Business, any audit of Seller or any of its Affiliates or other matters in which Seller or any of its Affiliates are involved. Seller shall reimburse Buyer for ▇▇▇▇▇’s reasonable out-of-pocket expenses incurred in performing the covenants contained in this Section 5.6. (d) Seller shall not, and shall cause its Affiliates not to, dispose of or destroy any Books and Records (to the extent they do not form part of the Transferred Consumer Care Assets) without first offering to provide Buyer with copies thereof by written notice to Buyer at least sixty (60) days prior to the proposed date of such disposition or destruction. (e) Seller shall, and shall cause its Affiliates to, allow Buyer and its agents access to all Books and Records (to the extent they do not form part of the Transferred Consumer Care Assets) on reasonable notice and at reasonable times at Seller’s principal place of business or at any location where any such Books and Records are stored, and Buyer shall have the right, at its own expense, to make copies of any such Books and Records; provided, that (a) Buyer and its agents shall take such action as is deemed necessary in the reasonable judgment of Seller to schedule such access and visits through a designated officer of Seller and in such a way as to avoid disrupting in any material respect the normal operations of Seller and its Affiliates, (b) neither Seller nor any of its Affiliates shall be required to take any action to the extent that such action would constitute a waiver of the attorney-client or other privilege or would compromise any confidential information of Seller or its Affiliates not related to the Consumer Care Business, and (c) neither Seller nor any of its Affiliates shall be required to supply Buyer or its agents with any information to the extent that doing so would violate any applicable Law or Contract (provided that Seller shall use commercially reasonable efforts to obtain any third party consents that would permit the supply of such information). (f) Seller shall and shall cause its Affiliates to make available to Buyer upon reasonable notice to Buyer and at reasonable times and upon written request (i) Seller’s personnel to assist Buyer in locating and obtaining any Books and Records (to the extent they do not form part of the Transferred Assets), and (ii) any of Seller’s personnel whose assistance or participation is reasonably required by Buyer or any of its Affiliates in anticipation of, or preparation for, existing or future Litigation, any audit of Buyer or any of its Affiliates or other matters in which Buyer or any of its Affiliates is involved. Buyer shall reimburse Seller for Seller’s reasonable out-of-pocket expenses incurred in performing the covenants contained in this Section 5.6. (g) On or prior to the Closing Date, Seller shall deliver a copy of each environmental report, study, analysis and current assessment in Seller’s or its Affiliates’ possession that primarily relate to the Consumer Care Business or any Conveyed Site; provided that (i) Seller may redact any information not related to the Consumer Care Business, and (ii) the parties and their Affiliates shall collaborate to preserve applicable privileges and enter into such agreements and arrangements as may be necessary or appropriate in connection therewith. - 61 -

Preservation of Books and Records. (a) ​​​​​​​ For a period ending upon the date that is seven years after the date of six Closing (6) years from the Closing Date or such longer time as may be required by Law:“Information Maintenance Period”): (ai) Buyer shall not, and shall cause its Affiliates not to, dispose of or destroy any of the material books and records of the Consumer Care Company or the CID Business relating to periods prior to the Closing (the “Books and Records”) or the Rx Product Regulatory Documentation without first offering to provide turn over possession thereof to Seller with copies thereof by written notice to Seller at least sixty (60) 30 days prior to the proposed date of such disposition or destruction.; (bii) Buyer shall, and shall cause its Affiliates to, allow Seller and its agents and Representatives access to all Books and Records and the Rx Product Regulatory Documentation on reasonable notice and at reasonable times during normal business hours at Buyer’s principal place of business or at any location where any Books and Records and the Rx Product Regulatory Documentation are stored, and Seller shall have the right, right (at its Seller’s own expense, ) to make copies of any such Books and Records and Records, as the Rx Product Regulatory DocumentationSeller is reasonably likely to need in connection with any accounting, auditing or Tax requirement or compliance with any applicable Law or Order; provided, that (a) Seller and its agents shall take such action as is deemed necessary in the reasonable judgment of Buyer to schedule any such access and visits through a designated officer of Buyer and or copying shall be had or done in such a way manner so as not to avoid disrupting in any material respect unreasonably disrupt or unduly interfere with the normal conduct of business or operations of the Transferred Business, Company; and (biii) neither Buyer nor any of its Affiliates shall be required to take any action to the extent that such action would constitute a waiver of the attorney-client or other privilege or would compromise any confidential information of Buyer or its Affiliates not related to the Transferred Business, and (c) neither Buyer nor any of its Affiliates shall be required to supply Seller or its agents with any information to the extent that doing so would violate any applicable Law or Contract (provided that Buyer shall use commercially reasonable efforts to obtain any third party consents that would permit the supply of such information). (c) Buyer shall and shall cause its Affiliates to make available to Seller upon reasonable advanced written notice to Seller and at reasonable times and upon written request (i) locations convenient to Buyer the Buyer’s personnel to reasonably assist Seller in locating and obtaining any Books and Records or the Rx Product Regulatory Documentation, and (ii) any of Buyer’s personnel whose assistance or participation is reasonably required by Seller or any of its Affiliates in anticipation of, or preparation for, existing or future Litigation with respect to the Transferred Business, any audit of Seller or any of its Affiliates or other matters in which Seller or any of its Affiliates are involvedRecords. Seller shall reimburse Buyer for ▇▇▇▇▇’s the reasonable out-of-pocket and documented expenses incurred by it in performing the covenants contained in this Section 5.65.2(a). (db) Seller ​​​​​​​ The Information Maintenance Period shall notbe extended in the event that any litigation or investigation or Proceeding has been commenced by a Governmental Authority or is pending with or threatened in writing by a Governmental Authority at the termination of such Information Maintenance Period, and such extension shall cause its Affiliates not to, dispose of continue until any such litigation or destroy any Books and Records (to the extent they do not form part of the Transferred Consumer Care Assets) without first offering to provide Buyer with copies thereof by written notice to Buyer at least sixty (60) days prior to the proposed date of such disposition investigation has been settled through judgment or destructionotherwise or is no longer pending or threatened in writing. (ec) Seller shall, and shall cause its Affiliates to, allow Buyer and its agents access to all Books and Records (to ​​​​​​​ In the extent they do not form part of the Transferred Consumer Care Assets) on reasonable notice and at reasonable times at Seller’s principal place of business or at any location where any such Books and Records are stored, and Buyer shall have the right, at its own expense, to make copies event of any such Books and Records; providedProceeding or threatened Proceeding between the parties relating to this Agreement, that (a) Buyer and its agents the Transaction Documents or the transactions contemplated hereby or thereby, the covenants in this Section 5.2 shall take such action as is deemed necessary in the reasonable judgment of Seller to schedule such access and visits through a designated officer of Seller and in such a way as to avoid disrupting in any material respect the normal operations of Seller and its Affiliates, (b) neither Seller nor any of its Affiliates shall not be required to take any action to the extent that such action would constitute considered a waiver by any party of any right to assert the attorney-client or other privilege or would compromise any confidential information of Seller or its Affiliates not related to the Consumer Care Business, and (c) neither Seller nor any of its Affiliates shall be required to supply Buyer or its agents with any information to the extent that doing so would violate any applicable Law or Contract (provided that Seller shall use commercially reasonable efforts to obtain any third party consents that would permit the supply of such information). (f) Seller shall and shall cause its Affiliates to make available to Buyer upon reasonable notice to Buyer and at reasonable times and upon written request (i) Seller’s personnel to assist Buyer in locating and obtaining any Books and Records (to the extent they do not form part of the Transferred Assets), and (ii) any of Seller’s personnel whose assistance or participation is reasonably required by Buyer or any of its Affiliates in anticipation of, or preparation for, existing or future Litigation, any audit of Buyer or any of its Affiliates or other matters in which Buyer or any of its Affiliates is involvedprivilege. Buyer shall reimburse Seller for Seller’s reasonable out-of-pocket expenses incurred in performing the covenants contained in this Section 5.6. (g) On or prior to the Closing Date, Seller shall deliver a copy of each environmental report, study, analysis and current assessment in Seller’s or its Affiliates’ possession that primarily relate to the Consumer Care Business or any Conveyed Site; provided that (i) Seller may redact any information not related to the Consumer Care Business, and (ii) the parties and their Affiliates shall collaborate to preserve applicable privileges and enter into such agreements and arrangements as may be necessary or appropriate in connection therewith. - 61 -Stock Purchase Agreement

Preservation of Books and Records. For a period of six (6) years from the Closing Date or such longer time as may be required by Law: (a) Buyer shall not, and shall cause its Affiliates not to, dispose of or destroy any of the material books and records of the Consumer Care Business relating to periods prior to the Closing (the “Books and Records”) or the Rx Product Regulatory Documentation without first offering to provide Seller with copies thereof by written notice to Seller at least sixty (60) days prior to the proposed date of such disposition or destruction. (b) Buyer shall, and shall cause its Affiliates to, allow Seller and its agents access to all Books and Records and the Rx Product Regulatory Documentation on reasonable notice and at reasonable times at Buyer’s principal place of business or at any location where any Books and Records and the Rx Product Regulatory Documentation are stored, and Seller shall have the right, at its own expense, to make copies of any Books and Records and the Rx Product Regulatory Documentation; provided, that (a) Seller and its agents shall take such action as is deemed necessary in the reasonable judgment of Buyer to schedule such access and visits through a designated officer of Buyer and in such a way as to avoid disrupting in any material respect the normal operations of the Transferred Business, (b) neither Buyer nor any of its Affiliates shall be required to take any action to the extent that such action would constitute a waiver of the attorney-client or other privilege or would compromise any confidential information of Buyer or its Affiliates not related to the Transferred Business, and (c) neither Buyer nor any of its Affiliates shall be required to supply Seller or its agents with any information to the extent that doing so would violate any applicable Law or Contract (provided that Buyer shall use commercially reasonable efforts to obtain any third party consents that would permit the supply of such information). (c) Buyer shall and shall cause its Affiliates to make available to Seller upon reasonable notice to Seller and at reasonable times and upon written request (i) Buyer’s personnel to assist Seller in locating and obtaining any Books and Records or the Rx Product Regulatory Documentation, and (ii) any of Buyer’s personnel whose assistance or participation is reasonably required by Seller or any of its Affiliates in anticipation of, or preparation for, existing or future Litigation with respect to the Transferred Business, any audit of Seller or any of its Affiliates or other matters in which Seller or any of its Affiliates are involved. Seller shall reimburse Buyer for ▇▇▇▇▇Buyer’s reasonable out-of-pocket expenses incurred in performing the covenants contained in this Section 5.6. (d) Seller shall not, and shall cause its Affiliates not to, dispose of or destroy any Books and Records (to the extent they do not form part of the Transferred Consumer Care Assets) without first offering to provide Buyer with copies thereof by written notice to Buyer at least sixty (60) days prior to the proposed date of such disposition or destruction. (e) Seller shall, and shall cause its Affiliates to, allow Buyer and its agents access to all Books and Records (to the extent they do not form part of the Transferred Consumer Care Assets) on reasonable notice and at reasonable times at Seller’s principal place of business or at any location where any such Books and Records are stored, and Buyer shall have the right, at its own expense, to make copies of any such Books and Records; provided, that (a) Buyer and its agents shall take such action as is deemed necessary in the reasonable judgment of Seller to schedule such access and visits through a designated officer of Seller and in such a way as to avoid disrupting in any material respect the normal operations of Seller and its Affiliates, (b) neither Seller nor any of its Affiliates shall be required to take any action to the extent that such action would constitute a waiver of the attorney-client or other privilege or would compromise any confidential information of Seller or its Affiliates not related to the Consumer Care Business, and (c) neither Seller nor any of its Affiliates shall be required to supply Buyer or its agents with any information to the extent that doing so would violate any applicable Law or Contract (provided that Seller shall use commercially reasonable efforts to obtain any third party consents that would permit the supply of such information). (f) Seller shall and shall cause its Affiliates to make available to Buyer upon reasonable notice to Buyer and at reasonable times and upon written request (i) Seller’s personnel to assist Buyer in locating and obtaining any Books and Records (to the extent they do not form part of the Transferred Assets), and (ii) any of Seller’s personnel whose assistance or participation is reasonably required by Buyer or any of its Affiliates in anticipation of, or preparation for, existing or future Litigation, any audit of Buyer or any of its Affiliates or other matters in which Buyer or any of its Affiliates is involved. Buyer shall reimburse Seller for Seller’s reasonable out-of-pocket expenses incurred in performing the covenants contained in this Section 5.6. (g) On or prior to the Closing Date, Seller shall deliver a copy of each environmental report, study, analysis and current assessment in Seller’s or its Affiliates’ possession that primarily relate to the Consumer Care Business or any Conveyed Site; provided that (i) Seller may redact any information not related to the Consumer Care Business, and (ii) the parties and their Affiliates shall collaborate to preserve applicable privileges and enter into such agreements and arrangements as may be necessary or appropriate in connection therewith. - 61 -

Preservation of Books and Records. (a) ​​​​​​​ For a period ending upon the date that is seven years after the date of six Closing (6) years from the Closing Date or such longer time as may be required by Law:“Information Maintenance Period”): (ai) Buyer shall not, and shall cause its Affiliates not to, dispose of or destroy any of the material books and records of the Consumer Care Company or the CID Business relating to periods prior to the Closing (the “Books and Records”) or the Rx Product Regulatory Documentation without first offering to provide turn over possession thereof to Seller with copies thereof by written notice to Seller at least sixty (60) 30 days prior to the proposed date of such disposition or destruction.; (bii) Buyer shall, and shall cause its Affiliates to, allow Seller and its agents and Representatives access to all Books and Records and the Rx Product Regulatory Documentation on reasonable notice and at reasonable times during normal business hours at Buyer’s principal place of business or at any location where any Books and Records and the Rx Product Regulatory Documentation are stored, and Seller shall have the right, right (at its Seller’s own expense, ) to make copies of any such Books and Records and Records, as the Rx Product Regulatory DocumentationSeller is reasonably likely to need in connection with any accounting, auditing or Tax requirement or compliance with any applicable Law or Order; provided, that (a) Seller and its agents shall take such action as is deemed necessary in the reasonable judgment of Buyer to schedule any such access and visits through a designated officer of Buyer and or copying shall be had or done in such a way manner so as not to avoid disrupting in any material respect unreasonably disrupt or unduly interfere with the normal conduct of business or operations of the Transferred Business, Company; and (biii) neither Buyer nor any of its Affiliates shall be required to take any action to the extent that such action would constitute a waiver of the attorney-client or other privilege or would compromise any confidential information of Buyer or its Affiliates not related to the Transferred Business, and (c) neither Buyer nor any of its Affiliates shall be required to supply Seller or its agents with any information to the extent that doing so would violate any applicable Law or Contract (provided that Buyer shall use commercially reasonable efforts to obtain any third party consents that would permit the supply of such information). (c) Buyer shall and shall cause its Affiliates to make available to Seller upon reasonable advanced written notice to Seller and at reasonable times and upon written request (i) locations convenient to Buyer the Buyer’s personnel to reasonably assist Seller in locating and obtaining any Books and Records or the Rx Product Regulatory Documentation, and (ii) any of Buyer’s personnel whose assistance or participation is reasonably required by Seller or any of its Affiliates in anticipation of, or preparation for, existing or future Litigation with respect to the Transferred Business, any audit of Seller or any of its Affiliates or other matters in which Seller or any of its Affiliates are involvedRecords. Seller shall reimburse Buyer for ▇▇▇▇▇’s the reasonable out-of-pocket and documented expenses incurred by it in performing the covenants contained in this Section 5.65.2(a). (db) Seller ​​​​​​​ The Information Maintenance Period shall notbe extended in the event that any litigation or investigation or Proceeding has been commenced by a Governmental Authority or is pending with or threatened in writing by a Governmental Authority at the termination of such Information Maintenance Period, and such extension shall cause its Affiliates not to, dispose of continue until any such litigation or destroy any Books and Records (to the extent they do not form part of the Transferred Consumer Care Assets) without first offering to provide Buyer with copies thereof by written notice to Buyer at least sixty (60) days prior to the proposed date of such disposition investigation has been settled through judgment or destructionotherwise or is no longer pending or threatened in writing. (ec) Seller shall, and shall cause its Affiliates to, allow Buyer and its agents access to all Books and Records (to ​​​​​​​ In the extent they do not form part of the Transferred Consumer Care Assets) on reasonable notice and at reasonable times at Seller’s principal place of business or at any location where any such Books and Records are stored, and Buyer shall have the right, at its own expense, to make copies event of any such Books and Records; providedProceeding or threatened Proceeding between the parties relating to this Agreement, that (a) Buyer and its agents the Transaction Documents or the transactions contemplated hereby or thereby, the covenants in this Section 5.2 shall take such action as is deemed necessary in the reasonable judgment of Seller to schedule such access and visits through a designated officer of Seller and in such a way as to avoid disrupting in any material respect the normal operations of Seller and its Affiliates, (b) neither Seller nor any of its Affiliates shall not be required to take any action to the extent that such action would constitute considered a waiver by any party of any right to assert the attorney-client or other privilege or would compromise any confidential information of Seller or its Affiliates not related to the Consumer Care Business, and (c) neither Seller nor any of its Affiliates shall be required to supply Buyer or its agents with any information to the extent that doing so would violate any applicable Law or Contract (provided that Seller shall use commercially reasonable efforts to obtain any third party consents that would permit the supply of such information)privilege. (f) Seller shall and shall cause its Affiliates to make available to Buyer upon reasonable notice to Buyer and at reasonable times and upon written request (i) Seller’s personnel to assist Buyer in locating and obtaining any Books and Records (to the extent they do not form part of the Transferred Assets), and (ii) any of Seller’s personnel whose assistance or participation is reasonably required by Buyer or any of its Affiliates in anticipation of, or preparation for, existing or future Litigation, any audit of Buyer or any of its Affiliates or other matters in which Buyer or any of its Affiliates is involved. Buyer shall reimburse Seller for Seller’s reasonable out-of-pocket expenses incurred in performing the covenants contained in this Section 5.6. (g) On or prior to the Closing Date, Seller shall deliver a copy of each environmental report, study, analysis and current assessment in Seller’s or its Affiliates’ possession that primarily relate to the Consumer Care Business or any Conveyed Site; provided that (i) Seller may redact any information not related to the Consumer Care Business, and (ii) the parties and their Affiliates shall collaborate to preserve applicable privileges and enter into such agreements and arrangements as may be necessary or appropriate in connection therewith. - 61 -

Preservation of Books and Records. (a) For a period of six (6) nine years from the Closing Date or such longer time as may be required by LawDate: (ai) Buyer Purchaser shall not, and shall cause its Affiliates not to, dispose of or destroy any of the material books and records of the Consumer Care Service Solutions Business relating to periods prior to the Closing Date (the “Books and Records”) or the Rx Product Regulatory Documentation without first offering to provide Seller with copies turn over possession thereof to SPX by written notice to Seller SPX at least sixty (60) 30 days prior to the proposed date of such disposition or destruction. (bii) Buyer shall, and Purchaser shall cause its Affiliates to, allow Seller SPX and its agents Representatives access to all Books and Records and the Rx Product Regulatory Documentation on reasonable notice and at reasonable times at BuyerPurchaser’s principal place of business or at any location where any Books and Records and the Rx Product Regulatory Documentation are stored, and Seller SPX shall have the right, at its own expense, to make copies of any Books and Records and the Rx Product Regulatory DocumentationRecords; provided, however, that (a) Seller and its agents shall take such action as is deemed necessary in the reasonable judgment of Buyer to schedule any such access and visits through a designated officer of Buyer and or copying shall be had or done in such a way manner so as not to avoid disrupting in any material respect unduly interfere with the normal operations conduct of the Transferred Business, (b) neither Buyer nor any of its Affiliates shall be required to take any action to the extent that such action would constitute a waiver of the attorney-client or other privilege or would compromise any confidential information of Buyer or its Affiliates not related to the Transferred Business, and (c) neither Buyer nor any of its Affiliates shall be required to supply Seller or its agents with any information to the extent that doing so would violate any applicable Law or Contract (provided that Buyer shall use commercially reasonable efforts to obtain any third party consents that would permit the supply of such information)Purchaser’s business. (ciii) Buyer Purchaser shall and shall cause its Affiliates to make available to Seller upon reasonable notice to Seller and at reasonable times and SPX upon written request (iA) Buyer’s personnel of Purchaser and its Affiliates to assist Seller SPX in locating and obtaining any Books and Records or the Rx Product Regulatory DocumentationRecords, and (iiB) any of Buyer’s such personnel whose assistance or participation is reasonably required by Seller SPX or any of its Affiliates in anticipation of, of or preparation for, or for depositions or testimony in, existing or future Litigation with respect to the Transferred Business, any audit of Seller Action or other matters in which SPX or any of its Affiliates or other matters in which Seller or any of its Affiliates are is involved. Seller SPX shall reimburse Buyer Purchaser for ▇▇▇▇▇’s the reasonable out-of-pocket expenses incurred by it in performing the covenants contained in this Section 5.6. (d) Seller shall not, and shall cause its Affiliates not to, dispose of or destroy any Books and Records (to the extent they do not form part of the Transferred Consumer Care Assets) without first offering to provide Buyer with copies thereof by written notice to Buyer at least sixty (60) days prior to the proposed date of such disposition or destruction. (e) Seller shall, and shall cause its Affiliates to, allow Buyer and its agents access to all Books and Records (to the extent they do not form part of the Transferred Consumer Care Assets) on reasonable notice and at reasonable times at Seller’s principal place of business or at any location where any such Books and Records are stored, and Buyer shall have the right, at its own expense, to make copies of any such Books and Records; provided, that (a) Buyer and its agents shall take such action as is deemed necessary in the reasonable judgment of Seller to schedule such access and visits through a designated officer of Seller and in such a way as to avoid disrupting in any material respect the normal operations of Seller and its Affiliates, (b) neither Seller nor any of its Affiliates shall be required to take any action to the extent that such action would constitute a waiver of the attorney-client or other privilege or would compromise any confidential information of Seller or its Affiliates not related to the Consumer Care Business, and (c) neither Seller nor any of its Affiliates shall be required to supply Buyer or its agents with any information to the extent that doing so would violate any applicable Law or Contract (provided that Seller shall use commercially reasonable efforts to obtain any third party consents that would permit the supply of such information5.1(a). (fb) Seller The period referred to in Section 5.1(a) shall be extended in the event that any Action or investigation has been commenced or is pending or threatened at the termination of such period and such extension shall cause its Affiliates to make available to Buyer upon reasonable notice to Buyer and at reasonable times and upon written request (i) Seller’s personnel to assist Buyer in locating and obtaining continue until any Books and Records (to the extent they do not form part of the Transferred Assets), and (ii) any of Seller’s personnel whose assistance such Action or participation investigation has been settled through judgment or otherwise or is reasonably required by Buyer no longer pending or any of its Affiliates in anticipation of, or preparation for, existing or future Litigation, any audit of Buyer or any of its Affiliates or other matters in which Buyer or any of its Affiliates is involved. Buyer shall reimburse Seller for Seller’s reasonable out-of-pocket expenses incurred in performing the covenants contained in this Section 5.6threatened. (g) On or prior to the Closing Date, Seller shall deliver a copy of each environmental report, study, analysis and current assessment in Seller’s or its Affiliates’ possession that primarily relate to the Consumer Care Business or any Conveyed Site; provided that (i) Seller may redact any information not related to the Consumer Care Business, and (ii) the parties and their Affiliates shall collaborate to preserve applicable privileges and enter into such agreements and arrangements as may be necessary or appropriate in connection therewith. - 61 -

Preservation of Books and Records. For a period of six (6) years from the Closing Date or such longer time as may be required by Law: (a) Buyer shall not, not and shall cause its Affiliates not to, to dispose of or destroy any of the material books and records of the Consumer Care Business Company relating to periods prior to the Closing (the “Books and Records”) or the Rx Product Regulatory Documentation without first offering to provide turn over possession thereof to Seller with copies thereof by written notice to Seller at least sixty (60) days prior to the proposed date of such disposition or destruction. (b) Buyer shall, shall and shall cause its Affiliates to, to allow Seller and its agents access to all Books and Records and the Rx Product Regulatory Documentation on reasonable notice and at reasonable times at Buyer’s principal place of business or at any location where any Books and Records and the Rx Product Regulatory Documentation are stored, and Seller shall have the right, at its own expense, to make copies of any Books and Records and the Rx Product Regulatory DocumentationRecords; provided, that (a) Seller and its agents shall take such action as is deemed necessary in the reasonable judgment of Buyer to schedule any such access and visits through a designated officer of Buyer and or copying shall be had or done in such a way manner so as not to avoid disrupting in any material respect unduly interfere with the normal operations conduct of the Transferred Business, (b) neither Buyer nor any of its Affiliates shall be required to take any action to the extent that such action would constitute a waiver of the attorney-client or other privilege or would compromise any confidential information of Buyer or its Affiliates not related to the Transferred Business, and (c) neither Buyer nor any of its Affiliates shall be required to supply Seller or its agents with any information to the extent that doing so would violate any applicable Law or Contract (provided that Buyer shall use commercially reasonable efforts to obtain any third party consents that would permit the supply of such information)Buyer’s business. (c) Buyer shall and shall cause its Affiliates to make available to Seller upon reasonable notice to Seller and at reasonable times and upon written request (i) Buyer’s personnel to assist Seller in locating and obtaining any Books and Records or the Rx Product Regulatory DocumentationRecords, and (ii) any of Buyer’s personnel whose assistance or participation is reasonably required by Seller or any of its Affiliates in anticipation of, or preparation for, existing or future Litigation with respect to the Transferred Business, any audit of Seller or any of its Affiliates litigation or other matters in CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. which Seller Sellers or any of its Affiliates are involved. Seller shall reimburse Buyer for ▇▇▇▇▇Buyer’s reasonable out-of-pocket expenses incurred in performing the covenants contained in this Section 5.65.7. (d) Seller shall not, and shall cause its Affiliates not to, dispose of or destroy any Books and Records (to the extent they do not form part of the Transferred Consumer Care Assets) without first offering to provide Buyer with copies thereof by written notice to Buyer at least sixty (60) days prior to the proposed date of such disposition or destruction. (e) Seller shall, and shall cause its Affiliates to, allow Buyer and its agents access to all Books and Records (to the extent they do not form part of the Transferred Consumer Care Assets) on reasonable notice and at reasonable times at Seller’s principal place of business or at any location where any such Books and Records are stored, and Buyer shall have the right, at its own expense, to make copies of any such Books and Records; provided, that (a) Buyer and its agents shall take such action as is deemed necessary in the reasonable judgment of Seller to schedule such access and visits through a designated officer of Seller and in such a way as to avoid disrupting in any material respect the normal operations of Seller and its Affiliates, (b) neither Seller nor any of its Affiliates shall be required to take any action to the extent that such action would constitute a waiver of the attorney-client or other privilege or would compromise any confidential information of Seller or its Affiliates not related to the Consumer Care Business, and (c) neither Seller nor any of its Affiliates shall be required to supply Buyer or its agents with any information to the extent that doing so would violate any applicable Law or Contract (provided that Seller shall use commercially reasonable efforts to obtain any third party consents that would permit the supply of such information). (f) Seller shall and shall cause its Affiliates to make available to Buyer upon reasonable notice to Buyer and at reasonable times and upon written request (i) Seller’s personnel to assist Buyer in locating and obtaining any Books and Records (to the extent they do not form part of the Transferred Assets), and (ii) any of Seller’s personnel whose assistance or participation is reasonably required by Buyer or any of its Affiliates in anticipation of, or preparation for, existing or future Litigation, any audit of Buyer or any of its Affiliates or other matters in which Buyer or any of its Affiliates is involved. Buyer shall reimburse Seller for Seller’s reasonable out-of-pocket expenses incurred in performing the covenants contained in this Section 5.6. (g) On or prior to the Closing Date, Seller shall deliver a copy of each environmental report, study, analysis and current assessment in Seller’s or its Affiliates’ possession that primarily relate to the Consumer Care Business or any Conveyed Site; provided that (i) Seller may redact any information not related to the Consumer Care Business, and (ii) the parties and their Affiliates shall collaborate to preserve applicable privileges and enter into such agreements and arrangements as may be necessary or appropriate in connection therewith. - 61 -

Preservation of Books and Records. (1) Promptly after Closing, the Vendor shall deliver or cause to be delivered to the Purchaser all material Books and Records in its possession, provided that the Vendor shall be entitled to retain copies thereof. To the extent that such information is held in electronic form, the Vendor does not hereby convey any rights to the Purchaser in any underlying software. (2) For a period of six (6) years from the Closing Date Date, Glacier and the Purchaser shall use its reasonable efforts to preserve and retain, or such longer time as may be required by Law: (a) Buyer cause the Corporation, the Real Estate Company and the Subsidiaries to preserve and retain, all material Books and Records relating to the Corporation and the Subsidiaries and the conduct of the Business prior to the Closing. The Purchaser and Glacier shall not, and shall cause its Affiliates not toat any time, dispose of or destroy any of the material books and records of the Consumer Care Business relating to periods prior to the Closing (the “Books and Records”) or the Rx Product Regulatory Documentation Records without first offering to provide Seller with copies turn over possession thereof to the Vendor by written notice to Seller the Vendor at least sixty (60) days prior to the proposed date of such disposition or destructiondestruction provided that the Vendor shall pay all costs with respect thereto and to the extent that such information is in electronic form, the Purchaser will not convey any rights to the Vendor in any underlying software. (b3) Buyer shallAt any time for a period of six (6) years from the Closing Date and thereafter in the event that either Party has issued an Indemnification Notice to the other Party, or the Vendor requires access to such Books and Records in connection with any aspect of the Special Indemnities, any request or enquiry by any Governmental Entity: (a) the Purchaser and Glacier shall cause its Affiliates to, allow Seller the Vendor and its agents Representatives access to all Books and Records at the Vendor's request and the Rx Product Regulatory Documentation on reasonable notice and at reasonable times at Buyer’s Glacier's principal place of business or at any location where any Books and Records and the Rx Product Regulatory Documentation are stored, and Seller the Vendor and its Representatives shall have the right, right at its own expense, expense to make copies of any Books and Records and the Rx Product Regulatory DocumentationRecords; provided, however, that (a) Seller and its agents shall take such action as is deemed necessary in the reasonable judgment of Buyer to schedule any such access and visits through a designated officer of Buyer and or copying shall be had or done in such a way manner so as not to avoid disrupting in any material respect unduly interfere with the normal operations conduct of the Transferred Business, business of the Corporation or the Subsidiaries; and (b) neither Buyer nor any of its Affiliates shall be required to take any action to the extent that such action would constitute a waiver of the attorney-client Purchaser and Glacier shall, or other privilege or would compromise any confidential information of Buyer or its Affiliates not related to the Transferred Business, and (c) neither Buyer nor any of its Affiliates shall be required to supply Seller or its agents with any information to the extent that doing so would violate any applicable Law or Contract (provided that Buyer shall use commercially reasonable efforts to obtain any third party consents that would permit the supply of such information). (c) Buyer shall and shall cause its Affiliates to the Corporation and/or the Subsidiaries to, make available to Seller the Vendor at the Vendor's request and cost and upon reasonable notice to Seller and at reasonable times and upon written request request: (i) Buyer’s the Corporation's and the Subsidiaries' personnel to assist Seller the Vendor in locating and obtaining any Books and Records or the Rx Product Regulatory Documentation, Records; and (ii) any of Buyer’s the Corporation's and the Subsidiaries' personnel whose assistance or participation (including as witnesses) is reasonably required by Seller the Vendor or any of its Affiliates in anticipation of, or preparation for, existing or future Litigation with respect to the Transferred Business, any audit of Seller or any of its Affiliates litigation or other matters in which Seller the Vendor or any of its Affiliates are involved. Seller shall reimburse Buyer , including in connection with the preparation of any report or Tax Return to be filed by the Vendor under Applicable Law or otherwise or for the purposes of responding to or defending against any action, suit, proceeding, audit, investigation or claim in respect of any Taxes arising prior to the Closing Date relating to the Corporation or the Subsidiaries. (4) The Vendor and ▇▇▇▇▇’s reasonable out-of-pocket expenses incurred ▇▇▇▇ International shall maintain the confidentiality of any information (other than information that is already in performing the covenants contained in this Section 5.6. (dpublic domain) Seller shall not, and shall cause received from the Purchaser as a result of its Affiliates not to, dispose of or destroy any access to the Books and Records (under this Section 4.03 and, except as otherwise authorized by the Purchaser, will not disclose to the extent they do not form part of the Transferred Consumer Care Assets) without first offering to provide Buyer with copies thereof by written notice to Buyer at least sixty (60) days prior to the proposed date of such disposition or destruction. (e) Seller shall, and shall cause its Affiliates to, allow Buyer and its agents access to all Books and Records (to the extent they do not form part of the Transferred Consumer Care Assets) on reasonable notice and at reasonable times at Seller’s principal place of business or at any location where any such Books and Records are stored, and Buyer shall have the right, at its own expense, to make copies of any such Books and Records; provided, that (a) Buyer and its agents shall take such action as is deemed necessary in the reasonable judgment of Seller to schedule such access and visits through a designated officer of Seller and in such a way as to avoid disrupting in any material respect the normal operations of Seller and its Affiliates, (b) neither Seller nor any of its Affiliates shall be required to take any action to the extent that such action would constitute a waiver of the attorney-client or other privilege or would compromise any confidential information of Seller or its Affiliates not related to the Consumer Care Business, and (c) neither Seller nor any of its Affiliates shall be required to supply Buyer or its agents with any information to the extent that doing so would violate any applicable Law or Contract (provided that Seller shall use commercially reasonable efforts to obtain any third party consents that would permit the supply of such information). (f) Seller shall and shall cause its Affiliates to make available to Buyer upon reasonable notice to Buyer and at reasonable times and upon written request (i) Seller’s personnel to assist Buyer in locating and obtaining any Books and Records (to the extent they do not form part of the Transferred Assets), and (ii) any of Seller’s personnel whose assistance or participation is reasonably required by Buyer or any of its Affiliates in anticipation of, or preparation for, existing or future Litigation, any audit of Buyer or any of its Affiliates or other matters in which Buyer or any of its Affiliates is involved. Buyer shall reimburse Seller for Seller’s reasonable out-of-pocket expenses incurred in performing the covenants contained in this Section 5.6. (g) On or prior to the Closing Date, Seller shall deliver a copy of each environmental report, study, analysis and current assessment in Seller’s or its Affiliates’ possession that primarily relate to the Consumer Care Business or any Conveyed Site; provided that (i) Seller may redact any information not related to the Consumer Care Business, and (ii) the parties and their Affiliates shall collaborate to preserve applicable privileges and enter into such agreements and arrangements except as may be necessary required by Applicable Law or appropriate in connection therewith. - 61 -any suit, action or proceeding involving the Vendor or ▇▇▇▇▇▇▇▇▇ International) any such information.

Preservation of Books and Records. (a) For a the period ending upon the later of six (6i) seven (7) years from the end of the calendar year in which the Closing Date or such longer time as may be required by Law:occurs and (ii) the expiration of any applicable statute of limitations, including any extensions thereof (the “Information Maintenance Period”): (ai) Buyer Parent shall not, and shall cause its Affiliates the Acquired Companies not to, dispose of or destroy any of the material books and records of the Consumer Care Business relating to periods prior to the Closing Acquired Companies (the “Books and Records”) or the Rx Product Regulatory Documentation without first offering to provide Seller with copies thereof by written notice to Seller at least sixty (60) days prior to the proposed date of such disposition or destruction.); (bii) Buyer shallParent shall allow, and shall cause its Affiliates tothe Acquired Companies to allow, allow Seller the Holder Representative and its agents Representatives access to all Books and Records and the Rx Product Regulatory Documentation on reasonable notice and at reasonable times in connection with any claim, proceeding or other investigation by a Governmental Entity, any claim by or against a third party or any other proper purpose at BuyerParent’s principal place of business or at any other reasonable location where any Books and Records and the Rx Product Regulatory Documentation are stored, and Seller the Holder Representative shall have the right, at its own expense, to make copies of any Books sole cost and Records and the Rx Product Regulatory Documentation; provided, that (a) Seller and its agents shall take such action as is deemed necessary in the reasonable judgment of Buyer to schedule such access and visits through a designated officer of Buyer and in such a way as to avoid disrupting in any material respect the normal operations of the Transferred Business, (b) neither Buyer nor any of its Affiliates shall be required to take any action to the extent that such action would constitute a waiver of the attorney-client or other privilege or would compromise any confidential information of Buyer or its Affiliates not related to the Transferred Business, and (c) neither Buyer nor any of its Affiliates shall be required to supply Seller or its agents with any information to the extent that doing so would violate any applicable Law or Contract (provided that Buyer shall use commercially reasonable efforts to obtain any third party consents that would permit the supply of such information). (c) Buyer shall and shall cause its Affiliates to make available to Seller upon reasonable notice to Seller and at reasonable times and upon written request (i) Buyer’s personnel to assist Seller in locating and obtaining any Books and Records or the Rx Product Regulatory Documentation, and (ii) any of Buyer’s personnel whose assistance or participation is reasonably required by Seller or any of its Affiliates in anticipation of, or preparation for, existing or future Litigation with respect to the Transferred Business, any audit of Seller or any of its Affiliates or other matters in which Seller or any of its Affiliates are involved. Seller shall reimburse Buyer for ▇▇▇▇▇’s reasonable out-of-pocket expenses incurred in performing the covenants contained in this Section 5.6. (d) Seller shall not, and shall cause its Affiliates not to, dispose of or destroy any Books and Records (to the extent they do not form part of the Transferred Consumer Care Assets) without first offering to provide Buyer with copies thereof by written notice to Buyer at least sixty (60) days prior to the proposed date of such disposition or destruction. (e) Seller shall, and shall cause its Affiliates to, allow Buyer and its agents access to all Books and Records (to the extent they do not form part of the Transferred Consumer Care Assets) on reasonable notice and at reasonable times at Seller’s principal place of business or at any location where any such Books and Records are stored, and Buyer shall have the right, at its own expense, to make copies of any such Books and Records; providedprovided that, that (a) Buyer and its agents shall take such action as is deemed necessary in the reasonable judgment of Seller to schedule any such access and visits through a designated officer of Seller and or copying shall be had or done in such a way manner so as not to avoid disrupting in any material respect unreasonably disrupt or unduly interfere with the normal conduct of business or operations of Seller and its Affiliates, the Acquired Companies; and (biii) neither Seller nor any of its Affiliates shall be required to take any action to the extent that such action would constitute a waiver of the attorney-client or other privilege or would compromise any confidential information of Seller or its Affiliates not related to the Consumer Care BusinessParent shall, and (c) neither Seller nor any of its Affiliates shall be required to supply Buyer or its agents with any information to cause the extent that doing so would violate any applicable Law or Contract (provided that Seller shall Acquired Companies to, use commercially reasonable efforts to obtain any third party consents that would permit the supply of such information). (f) Seller shall and shall cause its Affiliates to make available to Buyer the Holder Representative upon reasonable advance written notice to Buyer and at reasonable times and upon written request locations reasonably convenient to Parent: (i1) SellerParent’s personnel to reasonably assist Buyer the Holder Representative in locating and obtaining any Books and Records (to the extent they do not form part of the Transferred Assets), and (ii2) any of SellerParent’s personnel whose assistance or participation is reasonably required by Buyer the Holder Representative or any of its Affiliates in anticipation of, of or preparation for, or for depositions or testimony in, existing or future Litigation, any audit of Buyer or any of its Affiliates litigation or other matters in which Buyer the Holder Representative or any of its Affiliates is involved. Buyer shall reimburse Seller for Seller’s reasonable out-of-pocket expenses incurred in performing the covenants contained in this Section 5.6. (gb) On The Information Maintenance Period shall be extended in the event that any action, litigation, investigation or prior to proceeding has been commenced or is pending or threatened in writing at the Closing Date, Seller shall deliver a copy termination of each environmental report, study, analysis and current assessment in Seller’s or its Affiliates’ possession that primarily relate to the Consumer Care Business or any Conveyed Site; provided that (i) Seller may redact any information not related to the Consumer Care Businesssuch Information Maintenance Period, and (ii) the parties and their Affiliates such extension shall collaborate to preserve applicable privileges and enter into continue until any such agreements and arrangements as may be necessary litigation or appropriate investigation has been settled through judgment or otherwise or is no longer pending or threatened in connection therewith. - 61 -writing.