Common use of Sharing of Data Clause in Contracts

Sharing of Data. (a) The Seller shall have the right for a period of seven years following the Closing Date to have reasonable access to such books, records and accounts, including financial and tax information, correspondence, production records, employment records and other records exclusively or primarily related to the Business that are transferred to the Buyer pursuant to the terms of this Agreement for the limited purposes of concluding its involvement in the Business and for complying with its obligations under applicable securities, tax, environmental, employment or other laws and regulations. The Buyer shall have the right for a period of seven years following the Closing Date to have reasonable access to those books, records and accounts, including financial and accounting records (including the work papers of the Seller's independent accountants provided the Buyer shall execute a customary agreement in form and substance acceptable to such accountants in order to gain access to such work papers), tax records, correspondence, production records, employment records and other records exclusively or primarily related to the Business that are retained by the Seller pursuant to the terms of this Agreement to the extent that any of the foregoing is needed by the Buyer for the purpose of conducting the Business after the Closing and complying with its obligations under applicable securities, tax, environmental, employment or other laws and regulations. Neither the Buyer nor the Seller shall destroy any such books, records or accounts retained by it without first providing the other Party with the opportunity to obtain or copy such books, records, or accounts at such other Party's expense. (b) Promptly upon request by the Buyer made at any time following the Closing Date, the Seller shall authorize the release to the Buyer of all files pertaining to the Acquired Assets or the Business (other than files relating exclusively or primarily to Excluded Assets or Retained Liabilities) held by any federal, state, county or local authorities, agencies or instrumentalities.

Sharing of Data. The parties agree that from and after the Closing: (a) The TJX and Seller shall have the right for a period of seven five years following the Closing Date (or such longer period as shall be necessary to satisfy TJX's legal and tax obligations or requirements) to have reasonable access to such books, records and accounts, including financial and tax information, correspondence, production records, employment records and other records exclusively or primarily related to the Business that similar information as are transferred to the Buyer pursuant to the terms of this Agreement for the limited purposes of concluding its involvement in the Business and for complying with its obligations under applicable securities, tax, environmental, employment or other laws and regulations. The Buyer shall have the right for a period of seven years following the Closing Date to have reasonable access to those books, records and accounts, including financial and accounting records (including the work papers business of the Seller's independent accountants provided the Buyer shall execute a customary agreement in form and substance acceptable to such accountants in order to gain access to such work papers), tax records, correspondence, production records, employment records and other records exclusively or primarily related Division prior to the Business that are retained by the Seller pursuant to the terms of this Agreement to the extent that any of the foregoing is needed by the Buyer for the purpose of conducting the Business after the Closing Closing, engaging in related litigation with third parties and complying with its obligations under applicable securities, tax, environmental, employment or other laws and regulations. Neither Buyer shall have the Buyer nor right for a period of five years following the Seller Closing (or such longer period as shall destroy any such be necessary to satisfy Buyer's legal and tax obligations or requirements) to have reasonable access to those books, records or accounts and accounts, including financial and tax information, correspondence, production records, employment records and other records as are retained by it without first providing TJX and Seller pursuant to the terms of this Agreement to the extent that any of the foregoing relates to the business of the Division transferred to Buyer hereunder, or is otherwise needed by Buyer for the purpose of engaging in related litigation with third parties, or in order to comply with its obligations under applicable securities, tax, environmental, employment or other laws and regulations. Each party hereby covenants to the other Party with the opportunity to obtain or copy parties that it will keep such books, records, or accounts at accounts, and information in existence and in good order for such period of time as the other Party's expenseparties are entitled to reasonable access thereto pursuant to this Section 5.15. (b) Promptly Buyer shall make available to TJX or Seller upon written request (i) copies of any books or records of the Division, (ii) Buyer's personnel to assist TJX or Seller in locating and obtaining any books or records of the Division, and (iii) any of Buyer's personnel whose assistance or participation is reasonably required by TJX or Seller or any of its affiliates in anticipation of, or preparation for, existing or future litigation, Returns or other matters in which TJX, Seller or any of their affiliates is involved. (c) Each of TJX and Seller hereby covenant and agree that they will keep confidential all information obtained or retained pursuant to the provisions of this Section 10.1 in accordance with the provisions of the Confidentiality Agreement. The provisions contained in such Confidentiality Agreement are hereby incorporated herein by this reference. (d) TJX may retain copies of any books, records and accounts of Seller and CDM. TJX may utilize such books, records and accounts only to satisfy, enforce or defend its obligations and rights hereunder or under any Transaction Agreements or for tax purposes or for purposes relating to any litigation, suit, action, investigation, proceeding or controversy affecting TJX, Seller, CDM or Trade Name Sub. (e) At all times from and after the Closing, each of Seller and Buyer shall use reasonable efforts to make available to the other upon written request its and its Subsidiaries' officers, directors, employees and agents as witnesses to the extent that such persons may reasonably be required in connection with any legal, administrative or other proceedings in which the requesting party may from time to time be involved. (f) Except to the extent otherwise contemplated by the Buyer made at Services Agreement or any time following the Closing Dateother Transaction Agreement, the Seller shall authorize the release a party providing information, services or personnel to the Buyer other party under this Section 5.15 shall be entitled to receive from the recipient, upon the presentation of all files invoices therefor, payments for such amounts, relating to supplies, disbursements and other out-of-pocket expenses, as may be reasonably incurred in providing such Information or Services; provided, however, that no such reimbursements shall be required for the salary or cost of fringe benefits or similar expenses pertaining to personnel of the Acquired Assets or the Business (other than files relating exclusively or primarily to Excluded Assets or Retained Liabilities) held by any federal, state, county or local authorities, agencies or instrumentalitiesproviding party.

Sharing of Data. (a) The Seller and Whit▇▇▇▇▇ ▇▇▇h shall have the right right, for a period of seven four years following the Closing Date (or, with respect to tax matters, such longer period, not exceeding the expiration of limitations periods with respect thereto, as shall be reasonably necessary), to have reasonable access to such books, records and accounts, including financial and tax information, correspondence, production records, employment records and other records exclusively or primarily related to the Business that similar information as are transferred to the Buyer pursuant to the terms of this Agreement for the limited purposes of concluding its involvement in the Business prior to the Closing Date and for complying with its obligations under applicable securities, tax, environmental, employment or other laws and regulations. The Seller and Whit▇▇▇▇▇ ▇▇▇h shall also have the right, for a period of eighteen months following the Closing Date, to have reasonable access to such books and records of Buyer as are reasonably necessary for the limited purpose of enabling Seller or Whit▇▇▇▇▇ ▇▇ evaluate the notice given by Buyer under the provisions contemplated by the Escrow Agreement by verifying the collection or non-collection of Accounts Receivable. Buyer shall have the right right, for a period of seven four years following the Closing Date Date, to have reasonable access to those books, records and accounts, including financial and accounting records (including the work papers of the Seller's independent accountants provided the Buyer shall execute a customary agreement in form and substance acceptable to such accountants in order to gain access to such work papers), tax recordsinformation, correspondence, production records, employment records and other records exclusively or primarily related to the Business that which are retained by the Seller pursuant to the terms of this Agreement to the extent that any of the foregoing relates to the Business transferred to Buyer hereunder or is otherwise needed by the Buyer for the purpose of conducting the Business after the Closing and complying in order to comply with its obligations under applicable securities, tax, environmental, employment or other laws and regulations. Neither the Buyer nor the Seller shall destroy any such books, records or accounts retained by it without first providing the other Party with the opportunity to obtain or copy such books, records, or accounts at such other Party's expense. (b) Promptly upon request by the Buyer made at any time following the Closing Date, the Seller shall authorize the release to the Buyer of all files pertaining to the Acquired Assets or the Business (other than files relating exclusively or primarily to Excluded Assets or Retained Liabilities) held by any federal, state, county or local authorities, agencies or instrumentalities.

Sharing of Data. (a) The Each Seller shall have the right for a period of seven years following the Closing Date to have reasonable access to such books, records and accounts, including financial and tax Tax information, correspondence, production records, employment records and other records exclusively or primarily related to the Business that are transferred to the Buyer pursuant to the terms of this Agreement for the limited purposes of concluding its their involvement in the NMC Business or the CMS Business, as conducted by such Seller prior to the Closing Date and for complying with its their respective obligations under applicable securities, taxTax, environmental, employment or other laws Laws and regulationsRegulations. The Buyer shall have the right for a period of seven years following the Closing Date to have reasonable access to (i) those books, records and accounts, including financial and accounting records (including the work papers of the Seller's independent accountants provided the Buyer shall execute a customary agreement in form and substance acceptable to such accountants in order to gain access to such work papers), tax recordsTax information, correspondence, production records, employment records and other records exclusively or primarily related to the Business that are retained by the either Seller pursuant to the terms of this Agreement Agreement, and (ii) the workpapers of Renaissance's accountants relating to the operation of the NMC Business or the CMS Business prior to the Closing Date, in each case to the extent that any of the foregoing is needed by the Buyer for the purpose of conducting the Business after the Closing and complying in order to comply with its obligations under applicable securities, taxTax, environmental, employment or other laws Laws and regulationsRegulations. Neither the Buyer nor either of the Seller Sellers shall destroy any such books, records or accounts retained by it without first providing the other Party party with the opportunity to obtain or copy such books, records, records or accounts at such other Party's expenseaccounts. (b) Promptly Without limiting the generality of the provisions of paragraph (a) above, the Sellers shall make available to the Buyer such financial information and reasonable assistance with respect to the NMC Business and the CMS Business, including without limitation providing to the Buyer and its authorized representatives reasonable access to the workpapers of Renaissance's accountants relating to the operation of the NMC Business or the CMS Business prior to the Closing Date, as is reasonably necessary for the Buyer to prepare on a timely basis the financial statements required in connection with the preparation of a registration statement under the Securities Act of 1933, as amended. (c) In addition to all files and documents required to be provided pursuant to this Agreement or the Ancillary Agreements, promptly upon request by the Buyer made at any time following the Closing Date, the appropriate Seller shall authorize the release to the Buyer of all files pertaining to the Acquired Assets or the Business (other than files relating exclusively or primarily to Excluded Assets or Retained Liabilities) held by any federal, state, county or local authorities, agencies or instrumentalities.

Sharing of Data. (a) The Seller shall have the right for a period of seven (7) years following the Closing Date to have reasonable access to such books, records and accounts, including financial and tax Tax information, correspondence, production records, employment records and other records exclusively or primarily related to the Business that are transferred to the Buyer pursuant to the terms of this Agreement for the limited purposes of concluding its involvement in the Business business of the Company and its Subsidiaries as conducted by the Company and its Subsidiaries prior to the Closing Date and for complying with its obligations under applicable securities, taxTax, environmental, employment or other laws Laws and regulationsRegulations. The Buyer shall have the right for a period of seven (7) years following the Closing Date to have reasonable access to (i) those books, records and accounts, including financial and accounting records (including the work papers of the Seller's independent accountants provided the Buyer shall execute a customary agreement in form and substance acceptable to such accountants in order to gain access to such work papers), tax recordsTax information, correspondence, production records, employment records and other records exclusively or primarily related to the Business that are retained by the Seller pursuant to the terms of this Agreement and (ii) the workpapers of the Seller's accountants prior to the Closing Date, in each case only to the extent that any of the foregoing is needed by the Buyer for the purpose purposes of conducting the Business business of the Company and its Subsidiaries after the Closing Date and for complying with its obligations under applicable securities, taxTax, environmental, employment or other laws Laws and regulationsRegulations. Neither the Buyer nor the Seller Party shall destroy any such books, records or accounts retained by it without first providing the other Party with the opportunity to obtain or copy such books, records, records or accounts at such other Party's cost and expense.. (more) (b) Promptly In addition to all files and documents required to be provided pursuant to this Agreement or any of the other agreements contemplated herein, promptly upon request by the Buyer made at any time following the Closing Date, the Seller shall authorize the release to the Buyer of all files pertaining to the Acquired Assets Shares or the Business (other than files relating exclusively business or primarily to Excluded Assets or Retained Liabilities) operations of the Company and its Subsidiaries held by any federal, state, county or local authorities, agencies or instrumentalities.

Sharing of Data. (a) The To the extent permitted by applicable privacy legislation, the Seller shall have the right for a period of seven (7) years following the Closing Date to have reasonable access to such books, records and accounts, including financial and tax Tax information, correspondence, production records, employment records and other records exclusively or primarily related to the Business that similar information as are transferred to the Buyer (which records and other information must be retained by the Buyer for such seven (7) year period) pursuant to the terms of this Agreement for the limited purposes of concluding its involvement in the Business business of the Company and the Subsidiary prior to the Closing Date and for complying with its obligations under applicable securities, taxTax, environmental, employment or other laws and regulations. The To the extent permitted by applicable privacy legislation, the Buyer shall have the right for a period of seven (7) years following the Closing Date to have reasonable access to those books, records and accounts, including financial and accounting records (including the work papers of the Seller's independent accountants provided the Buyer shall execute a customary agreement in form and substance acceptable to such accountants in order to gain access to such work papers), tax recordsTax information, correspondence, production records, employment records and other records exclusively or primarily related to the Business that which are retained by the Seller (which records and other information must be retained by the Seller for such seven (7) year period) pursuant to the terms of this Agreement to the extent that any of the foregoing relates to the business of the Company and the Subsidiary prior to the Closing Date or is otherwise needed by the Buyer for the purpose of conducting the Business after the Closing and complying in order to comply with its obligations under applicable securities, taxTax, environmental, employment or other laws and regulations. Neither the Buyer nor the Seller shall destroy any such books, records or accounts retained by it without first providing the other Party with the opportunity to obtain or copy such books, records, or accounts at such other Party's expense. (b) Promptly upon request by the Buyer made at any time following the Closing Date, the Seller shall authorize the release to the Buyer of all files pertaining to the Acquired Assets or the Business (other than files relating exclusively or primarily to Excluded Assets or Retained Liabilities) held by any federal, state, county or local authorities, agencies or instrumentalities.,

Sharing of Data. (a) The Seller shall have retain the right for a period of seven years following the Closing Date to have reasonable access to such books, records Retained Books and accounts, including financial and tax information, correspondence, production records, employment records and other records exclusively or primarily related to the Business that are transferred to the Buyer pursuant to the terms of this Agreement for the limited purposes of concluding its involvement in the Business and for complying with its obligations under applicable securities, tax, environmental, employment or other laws and regulationsRecords. The Buyer shall have the right for a period of seven years [**] following the Closing Date to have reasonable access to those books, records and accounts, including financial and accounting records (including the work papers of the Seller's ’s independent accountants provided the Buyer shall execute a customary agreement in form and substance acceptable to such accountants in order to gain access to such work papersaccountants), tax Tax records, correspondence, production records, employment records and other records exclusively or primarily related to the Business that are retained by the Seller pursuant to the terms of this Agreement to the extent that any of the foregoing is needed by the Buyer for the purpose of conducting the Business after the Closing and complying with its obligations under applicable securities, taxTax, environmental, employment or other laws and regulationsLaws. Neither the Buyer nor the Seller shall not destroy any such books, records or accounts retained by it without first providing the other Party Buyer with the opportunity to obtain or copy such books, records, or accounts at such other Party's Buyer’s expense. (b) . Promptly upon request by the Buyer made at any time following the Closing Date, the Seller shall authorize the release to the Buyer of all files pertaining to the Acquired Assets or the Business (other than files relating exclusively or primarily to Excluded Assets or Retained Liabilities) held by any federal, state, county or local authorities, agencies or instrumentalities. (b) Seller shall have the right for a period of [**] following the Closing Date to have reasonable access to those books, records and accounts included in the Acquired Assets and acquired by Buyer pursuant to this Agreement, including financial, accounting and Tax records, to the extent that any of the foregoing are reasonably required by Seller for the purpose of maintaining or winding down the legal existence of the Seller after the Closing in accordance with Section 5.13.

Sharing of Data. (a) The Seller Sellers shall have the right for a period of seven three years plus any extension of the statute of limitation relating to Taxes following the Closing Date (and for such longer period as may be reasonably necessary to enable the Sellers to deal with applicable governmental agencies and regulators) to have reasonable access to such books, records and accounts, including financial and tax information, correspondence, production records, employment records and other records exclusively or primarily related to the Business that similar information as are transferred to the Buyer pursuant to the terms of this Agreement for the limited purposes of concluding its involvement in the Business prior to the Closing Date and for complying with its obligations under applicable securities, tax, environmental, employment or other laws and regulations. The Buyer shall have the right for a period of seven three years following the Closing Date plus any extension of the statute of limitation relating to Taxes (and for such longer period as may be reasonably necessary to enable the Sellers to deal with applicable governmental agencies and regulators) to have reasonable access to those books, records and accounts, including financial and accounting records (including the work papers of the Seller's independent accountants provided the Buyer shall execute a customary agreement in form and substance acceptable to such accountants in order to gain access to such work papers), tax recordsinformation, correspondence, production records, employment records and other records exclusively or primarily related to the Business that which are retained by the Seller Sellers pursuant to the terms of this Agreement to the extent that any of the foregoing relates to the Business transferred to the Buyer hereunder or is otherwise needed by the Buyer for the purpose of conducting the Business after the Closing and complying in order to comply with its obligations under applicable securities, tax, environmental, employment or other laws and regulations. Neither the Buyer nor the Seller shall destroy any such books, records or accounts retained by it without first providing the other Party with the opportunity to obtain or copy such books, records, or accounts at such other Party's expense. (b) Promptly upon request by The Sellers, the Principals and the Buyer made at any time following agree that from and after the Closing Date, Date they shall cooperate fully with each other to facilitate the Seller shall authorize transfer of the release Assets from the Sellers to the Buyer of all files pertaining to and the Acquired Assets or operation thereof by the Business (other than files relating exclusively or primarily to Excluded Assets or Retained Liabilities) held by any federal, state, county or local authorities, agencies or instrumentalitiesBuyer.

Sharing of Data. (a) The Seller and ▇▇▇▇▇▇▇▇▇ each shall have the right right, for a period of seven four years following the Closing Date (or, with respect to tax matters, such longer period, not exceeding the expiration of limitations periods with respect thereto, as shall be reasonably necessary), to have reasonable access to such books, records and accounts, including financial and tax information, correspondence, production records, employment records and other records exclusively or primarily related to the Business that similar information as are transferred to the Buyer pursuant to the terms of this Agreement for the limited purposes of concluding its involvement in the Business prior to the Closing Date and for complying with its obligations under applicable securities, tax, environmental, employment or other laws and regulations. The Seller and ▇▇▇▇▇▇▇▇▇ each shall also have the right, for a period of eighteen months following the Closing Date, to have reasonable access to such books and records of Buyer as are reasonably necessary for the limited purpose of enabling Seller or ▇▇▇▇▇▇▇▇▇ to evaluate the notice given by Buyer under the provisions contemplated by the Escrow Agreement by verifying the collection or non-collection of Accounts Receivable. Buyer shall have the right right, for a period of seven four years following the Closing Date Date, to have reasonable access to those books, records and accounts, including financial and accounting records (including the work papers of the Seller's independent accountants provided the Buyer shall execute a customary agreement in form and substance acceptable to such accountants in order to gain access to such work papers), tax recordsinformation, correspondence, production records, employment records and other records exclusively or primarily related to the Business that which are retained by the Seller pursuant to the terms of this Agreement to the extent that any of the foregoing relates to the Business transferred to Buyer hereunder or is otherwise needed by the Buyer for the purpose of conducting the Business after the Closing and complying in order to comply with its obligations under applicable securities, tax, environmental, employment or other laws and regulations. Neither the Buyer nor the Seller shall destroy any such books, records or accounts retained by it without first providing the other Party with the opportunity to obtain or copy such books, records, or accounts at such other Party's expense. (b) Promptly upon request by the Buyer made at any time following the Closing Date, the Seller shall authorize the release to the Buyer of all files pertaining to the Acquired Assets or the Business (other than files relating exclusively or primarily to Excluded Assets or Retained Liabilities) held by any federal, state, county or local authorities, agencies or instrumentalities.

Sharing of Data. Promptly after the Closing Date, Seller or Best shall provide Buyer with access to such books, records and accounts (aor copies thereof), including financial information, correspondence, production records, and other similar information as necessary for Buyer to utilize the Assets and conduct the Business, which shall be in addition to those records purchased by Buyer as described in Section 2.1 (a)(iii) The above (the "Production Records"). Such books, records and accounts shall remain the property of Seller or Best and Seller and Best shall have the right to remove such books, records and accounts from Buyer's premises at any time, provided that Seller or Best shall allow Buyer sufficient time to make copies of any such books, records and accounts it reasonably needs to retain in order to operate its business. With regard to any records that Seller or Best maintains at a separate facility, Buyer shall have the right for a period of seven three years following the Closing Date to have reasonable access to such those books, records and accounts, including financial and tax information, correspondence, production records, employment records and other records exclusively or primarily related records, to the Business that are transferred extent any of the foregoing relates to the Buyer pursuant to the terms of this Agreement Business, and for the limited purposes purpose of concluding its involvement in the Business and for complying with its obligations under applicable securities, tax, environmental, employment or other laws and regulations, or any other reasonable purpose relative to the operation of its ongoing business. The With regard to those books, records and accounts of Seller or Best that remain in Buyer's possession, not including the Production Records, Buyer shall have the right for a period of seven years following the Closing Date to have reasonable access to those maintain such books, records and accounts, including financial and accounting records (including the work papers of the Seller's independent accountants provided the Buyer shall execute a customary agreement in form and substance acceptable to such accountants in order to gain access to such work papers), tax recordsinformation, correspondence, production records, employment records and other records exclusively or primarily related to the Business that are retained by the Seller pursuant to the terms of this Agreement to the extent that any of the foregoing is needed by the similar information until at least June 1, 2000. Thereafter, Buyer for the purpose of conducting the Business after the Closing and complying with its obligations under applicable securities, tax, environmental, employment or other laws and regulations. Neither the Buyer nor the Seller shall may destroy any such books, records or and accounts retained by it without first providing the other Party with after giving no less than thirty days prior written notice to Seller and Best which notice shall give Seller and Best the opportunity to obtain or copy take possession of such books, records, or accounts at such other Party's expenserecords and accounts. (b) Promptly upon request by the Buyer made at any time following the Closing Date, the Seller shall authorize the release to the Buyer of all files pertaining to the Acquired Assets or the Business (other than files relating exclusively or primarily to Excluded Assets or Retained Liabilities) held by any federal, state, county or local authorities, agencies or instrumentalities.

Sharing of Data. The parties agree that from and after the Closing: --------------- (a) The TJX and Seller shall have the right for a period of seven five years following the Closing Date (or such longer period as shall be necessary to satisfy TJX's legal and tax obligations or requirements) to have reasonable access to such books, records and accounts, including financial and tax information, correspondence, production records, employment records and other records exclusively or primarily related to the Business that similar information as are transferred to the Buyer pursuant to the terms of this Agreement for the limited purposes of concluding its involvement in the Business and for complying with its obligations under applicable securities, tax, environmental, employment or other laws and regulations. The Buyer shall have the right for a period of seven years following the Closing Date to have reasonable access to those books, records and accounts, including financial and accounting records (including the work papers business of the Seller's independent accountants provided the Buyer shall execute a customary agreement in form and substance acceptable to such accountants in order to gain access to such work papers), tax records, correspondence, production records, employment records and other records exclusively or primarily related Division prior to the Business that are retained by the Seller pursuant to the terms of this Agreement to the extent that any of the foregoing is needed by the Buyer for the purpose of conducting the Business after the Closing Closing, engaging in related litigation with third parties and complying with its obligations under applicable securities, tax, environmental, employment or other laws and regulations. Neither Buyer shall have the Buyer nor right for a period of five years following the Seller Closing (or such longer period as shall destroy any such be necessary to satisfy Buyer's legal and tax obligations or requirements) to have reasonable access to those books, records or accounts and accounts, including financial and tax information, correspondence, production records, employment records and other records as are retained by it without first providing TJX and Seller pursuant to the terms of this Agreement to the extent that any of the foregoing relates to the business of the Division transferred to Buyer hereunder, or is otherwise needed by Buyer for the purpose of engaging in related litigation with third parties, or in order to comply with its obligations under applicable securities, tax, environmental, employment or other laws and regulations. Each party hereby covenants to the other Party with the opportunity to obtain or copy parties that it will keep such books, records, or accounts at accounts, and information in existence and in good order for such period of time as the other Party's expenseparties are entitled to reasonable access thereto pursuant to this Section 5.15. (b) Promptly Buyer shall make available to TJX or Seller upon written request (i) copies of any books or records of the Division, (ii) Buyer's personnel to assist TJX or Seller in locating and obtaining any books or records of the Division, and (iii) any of Buyer's personnel whose assistance or participation is reasonably required by TJX or Seller or any of its affiliates in anticipation of, or preparation for, existing or future litigation, Returns or other matters in which TJX, Seller or any of their affiliates is involved. (c) Each of TJX and Seller hereby covenant and agree that they will keep confidential all information obtained or retained pursuant to the provisions of this Section 10.1 in accordance with the provisions of the Confidentiality Agreement. The provisions contained in such Confidentiality Agreement are hereby incorporated herein by this reference. (d) TJX may retain copies of any books, records and accounts of Seller and CDM. TJX may utilize such books, records and accounts only to satisfy, enforce or defend its obligations and rights hereunder or under any Transaction Agreements or for tax purposes or for purposes relating to any litigation, suit, action, investigation, proceeding or controversy affecting TJX, Seller, CDM or Trade Name Sub. (e) At all times from and after the Closing, each of Seller and Buyer shall use reasonable efforts to make available to the other upon written request its and its Subsidiaries' officers, directors, employees and agents as witnesses to the extent that such persons may reasonably be required in connection with any legal, administrative or other proceedings in which the requesting party may from time to time be involved. (f) Except to the extent otherwise contemplated by the Buyer made at Services Agreement or any time following the Closing Dateother Transaction Agreement, the Seller shall authorize the release a party providing information, services or personnel to the Buyer other party under this Section 5.15 shall be entitled to receive from the recipient, upon the presentation of all files invoices therefor, payments for such amounts, relating to supplies, disbursements and other out-of-pocket expenses, as may be reasonably incurred in providing such Information or Services; provided, however, that no such reimbursements shall be required for the salary or cost of fringe benefits or similar expenses pertaining to personnel of the Acquired Assets or the Business (other than files relating exclusively or primarily to Excluded Assets or Retained Liabilities) held by any federal, state, county or local authorities, agencies or instrumentalitiesproviding party.

Sharing of Data. (ai) The Seller Purchaser shall have the right for a period of seven four (4) years following the Closing Date to have reasonable access to such books, records (i) the corporate Books and accounts, including financial Records identified as part of paragraph (d) of the Excluded Assets definition; and tax information, correspondence, production records, employment records and other records exclusively or primarily related to the Business that are transferred to the Buyer pursuant to the terms of this Agreement for the limited purposes of concluding its involvement in the Business and for complying with its obligations under applicable securities, tax, environmental, employment or other laws and regulations. The Buyer shall have the right for a period of seven years following the Closing Date to have reasonable access to those books, records and accounts, including financial and accounting records (including ii) the work papers of the Seller's independent Sellers' accountants provided the Buyer shall execute a customary agreement in form and substance acceptable to such accountants in order to gain access to such work papers), tax records, correspondence, production records, employment records and other records exclusively or primarily related relating to the Business that are retained by operation of the Seller pursuant Acquired Assets prior to the terms of this Agreement Closing Date, in each case to the extent that any of the foregoing is needed by the Buyer for the purpose of conducting the Business after the Closing and complying Purchaser in order to comply with its obligations under applicable securities, taxTax, environmental, employment or other laws Laws. The Sellers shall have the right for a period of four (4) years following the Closing Date to have reasonable access to (i) the corporate Books and regulationsRecords identified as part of paragraph (i) of the Acquired Assets definition, to the extent that any of the foregoing is needed by the Sellers in order to comply with their obligations under applicable securities, Tax, environmental, employment or other Laws, and (ii) former employees of the Sellers who may be knowledgeable with respect to the affairs of the Sellers, on a mutually convenient basis and without cost to the Sellers, provided that any such access to employees does not interfere with any such employee's performance of his or her duties on behalf of, and obligations owed to, the Purchaser. Neither None of the Buyer nor Purchaser, the Seller Sellers, the Stockholder or Mr. Folz shall destroy any such books, records or accounts retained by it su▇▇ ▇▇▇▇▇ identified in this Section 6(a)(i) without first providing the other Party parties with the opportunity to obtain or copy such books, records, or accounts at such other Party's expenseitems. (bii) Promptly In addition to all files and documents required to be provided pursuant to this Agreement or any other agreement to be entered into in accordance herewith, promptly upon request by the Buyer Purchaser made at any time following the Closing Date, the Seller Sellers shall authorize the release to the Buyer Purchaser of all files pertaining to the Acquired Assets or the Business (other than files relating exclusively or primarily to Excluded Assets or Retained Liabilities) held by any federal, state, county country or local authorities, agencies or instrumentalities.