HOURS, IN ORDER THAT BUYER AND SELLER, AS THE CASE
MAY BE, MAY HAVE OPPORTUNITY TO MAKE SUCH INVESTIGATIONS AS IT MAY REASONABLY
REQUIRE OF THE AFFAIRS OF THE COMPANY AND THE UPC FRENCH CABLE BUSINESS, AS THE
CASE MAY BE, PROVIDED THAT SUCH INVESTIGATION SHALL ONLY BE UPON REASONABLE
NOTICE AND SHALL NOT UNREASONABLY DISRUPT PERSONNEL AND OPERATIONS AND SHALL BE
AT THE INVESTIGATING PARTY'S SOLE RISK AND EXPENSE.
ALL REQUESTS FOR ACCESS TO
THE OFFICES, BOOKS AND RECORDS OF THE COMPANY AND THE UPC FRENCH CABLE BUSINESS,
AS THE CASE MAY BE, SHALL BE MADE TO SUCH REPRESENTATIVES OF SELLER OR BUYER, AS
THE CASE MAY BE, AS SELLER OR BUYER, AS THE CASE MAY BE, SHALL DESIGNATE, WHO
SHALL BE SOLELY RESPONSIBLE FOR COORDINATING ALL SUCH REQUESTS AND ALL ACCESS
PERMITTED HEREUNDER.
IT IS FURTHER AGREED THAT PRIOR TO CLOSING NEITHER BUYER
NOR ITS REPRESENTATIVES NOR SELLER NOR ITS REPRESENTATIVES, AS THE CASE MAY BE,
SHALL CONTACT ANY OF THE EMPLOYEES, CUSTOMERS, SUPPLIERS, JOINT VENTURE PARTNERS
OR OTHER ASSOCIATES OR AFFILIATES OF (I) SELLER OR THE COMPANY OR BUYER OR (II)
THE UPC FRENCH CABLE BUSINESS, AS THE CASE MAY BE, IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREBY, WHETHER IN PERSON OR BY TELEPHONE, MAIL OR
OTHER MEANS OF COMMUNICATION, WITHOUT THE SPECIFIC PRIOR WRITTEN AUTHORIZATION
OF SUCH REPRESENTATIVES OF SELLER OR BUYER, AS THE CASE MAY BE.
5.1.2 COMPANY RECORDS.
SELLER WILL ENSURE THAT ALL BOOKS AND RECORDS OF THE
COMPANIES, WHETHER IN PAPER OR ELECTRONIC FORM, ARE IN THE POSSESSION OF THE
COMPANIES AT CLOSING.
5.1.3 RETENTION OF RECORDS.
BUYER AGREES THAT FOR SO LONG AS BUYER OWNS THE
SHARES (A) TO CAUSE THE COMPANIES TO MAINTAIN THE BOOKS AND RECORDS OF THE
COMPANIES EXISTING ON THE CLOSING DATE THAT ARE IN THE POSSESSION OF THE
COMPANIES AND NOT TO DESTROY OR DISPOSE OF ANY THEREOF FOR A PERIOD OF 5 YEARS
FROM THE CLOSING DATE OR SUCH LONGER TIME AS EITHER MAY BE REQUIRED BY LAW OR,
IN THE CASE OF ALL RECORDS, SCHEDULES AND WORK PAPERS RELATING TO ANY TAX
RETURNS OR AUDITS, UNTIL THE EXPIRATION OF ALL APPLICABLE STATUTES OF
LIMITATIONS AND (B) AT ANY TIME AND FROM TIME TO TIME FOLLOWING THE CLOSING DATE
TO DIRECT THE COMPANIES TO AFFORD SELLER, ITS AFFILIATES, REPRESENTATIVES,
ACCOUNTANTS AND COUNSEL AND OTHER ADVISORS, DURING NORMAL BUSINESS HOURS, UPON
REASONABLE REQUEST, FULL ACCESS TO SUCH BOOKS, RECORDS AND OTHER DATA (INCLUDING
THE RIGHT TO PHOTOCOPY THE SAME) AND TO APPROPRIATE EMPLOYEES TO THE EXTENT THAT
SUCH ACCESS MAY BE REQUESTED FOR ANY LEGITIMATE PURPOSE, SUBJECT TO APPROPRIATE
LIMITATIONS OF NON-DISCLOSURE AND USE AS BUYER MAY REQUEST AT THE TIME OF
PROPOSED DISCLOSURE, AT NO COST TO SELLER (OTHER THAN FOR REASONABLE
OUT-OF-POCKET EXPENSES).
IN ADDITION, WITH RESPECT TO PARAGRAPH (XVI) OF
SCHEDULE 3A, BUYER SHALL
9
PROVIDE SELLER WITH THE TAX RETURNS FOR THE COMPANIES FOR ANY TAX PERIOD
FOLLOWING BETWEEN JANUARY 1, 2004 AND DECEMBER 31, 2013, WITHIN 15 DAYS
FOLLOWING FILING THEREOF