For the avoidance of doubt, the “Books and Records” shall exclude (i) certificates of incorporation, bylaws, corporate seals, licenses to do business and other corporate records relating to corporate organization or capitalization of the Seller Parties or their respective Affiliates (other than the Companies), (ii) all Privileged Deal Communications and any internal drafts, opinions, valuations, correspondence or other materials produced or received by, or provided between or among, the Seller Parties or their respective Affiliates or Representatives with respect to the negotiation or valuation of the transactions contemplated hereunder (or any alternative transaction to the transactions contemplated hereunder) or the terms of engagement of such Representatives with respect thereto, (iii) Tax Returns, Tax records and all other data and “ Books and Records ” means the books and records (whether in hardcopy or digital format) of each of the Companies, including all such books and records to the extent relating to the Companies’ governance, regulatory compliance, legal existence or stock ownership, and copies of all books and records of the Seller Parties and their Affiliates that are material to the ongoing operation of the Company Business by Buyer after the Closing (other than as a result of the provision of services by AIC to Buyer pursuant to the Transition Services Agreement) provided that, to the extent any such books and records of the Companies contain any information that relates (a) to the AB Business or (b) to the Seller Parties or any of their respective Affiliates, or any of their respective businesses, other than the Companies or the Company Business, such information shall not constitute “Books and Records” for purposes of this Agreement and any such information may be redacted from the “Books and Records”.

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