After the Closing Date Sample Clauses

After the Closing Date. This agreement may be terminated after the Closing only as follows:

After the Closing Date. Buyer and Seller each shall promptly notify the other party in writing of the commencement of any tax audit or administrative or judicial proceeding affecting the taxes of the Company relating to taxable years commencing before the Closing Date. Such notice shall include copies of any document received from any taxing authority. If either Buyer or Seller fails to give the other party prompt notice of an asserted tax liability as required by this Section, then (a) if the indemnifying party is precluded by such failure from contesting any asserted tax liability in the appropriate administrative or judicial forums, then such indemnifying party shall not have any obligation to indemnify the other party for any loss or damage arising out of such asserted tax liability, and (b) if the indemnifying party is not so precluded from contesting such asserted tax liability but such failure results in a detriment to the indemnifying party, then any amount which the indemnifying party would otherwise be required to pay pursuant to this Agreement shall be reduced by the amount of such detriment. Seller may participate, through counsel of its own choosing and at its own expense, in any audit, or administrative or judicial proceeding involving any asserted tax liability with respect to which indemnity may be sought herein against Seller (any such audit or proceeding relating to an asserted tax liability is referred to herein collectively as a "CONTEST"). Seller may elect to participate in the portion of the Contest with respect to which indemnity may be sought. If Seller so elects to participate in the Contest of an asserted tax liability, Seller shall notify Buyer of its intent to do so, and Buyer and Seller shall cooperate in good faith and Buyer shall cause the Company or its successor to cooperate in good faith in each phase of such Contest. The portion of the Contest with respect to which indemnity may be sought shall not be settled without the consent of Seller. If Seller elects in writing not to participate in the Contest, or contests its obligation to indemnify hereunder, Buyer or the Company may pay, compromise or contest such asserted tax liability. However, in such case, neither Buyer nor the Company (including any designated representative of either) may settle or compromise any asserted tax liability in a manner that would create an indemnification obligation unless such settlement or compromise would be reasonable in the case of a person that owned the Company...

After the Closing Date the Buyer and the Seller shall provide each other, and the Buyer shall cause the Company to provide the Seller, with such cooperation and information relating to the Company as either party reasonably may request in (i) filing any Return, amended return or claim for refund, (ii) determining any Tax liability or a right to refund of Taxes, (iii) conducting or defending any audit or other proceeding in respect of Taxes or (iv) effectuating the terms of this Agreement. The parties shall retain, and the Buyer shall cause the Company to retain, all Returns, schedules and work papers, and all material records and other documents relating thereto, until the expiration of the statute of limitation (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such returns and other documents relate and, unless such Returns and other documents are offered and delivered to the Seller or the Buyer, as applicable, until the final determination of any Tax in respect of such years. Any information obtained under this Section 10.02 shall be kept confidential, except as may be otherwise necessary in connection with filing any Return, amended return, or claim for refund, determining any Tax liability or right to refund of Taxes, or in conducting or defending any audit or other proceeding in respect of Taxes. Notwithstanding the foregoing, neither the Seller nor the Buyer, nor any of their Affiliates, shall be required unreasonably to prepare any document, or determine any information not then in its possession, in response to a request under this Section 10.02.

After the Closing Date. Seller and Seller's Principals shall jointly and severally indemnify, defend and hold Buyer and its parent, directors, officers, trustees, employees, agents and affiliates (the "BUYER'S INDEMNITIES") harmless from and against any and all loss, damage, claim, obligation, assessment, cost, liability, and expense (including, without limitation, reasonable attorneys' fees and costs and expenses incurred in investigating, preparing, defending against or prosecuting any litigation or claim, action, suit, proceeding or demand), of any kind or character (a "LOSS"), incurred, suffered, sustained or required to be paid by any one of them to the extent resulting from: (i) any breach of the representations and warranties made by Seller in or pursuant to this Agreement or any of the Acquisition Agreements; or (ii) the failure by Seller to perform or observe any of the covenants and agreements to be performed or observed by Seller pursuant to this Agreement or any of the Acquisition Agreements; or (iii) any and all obligations of Seller, including, but not limited to, Seller's obligations to its Contractors, investors, shareholders, creditors and any other third parties, except for (A) obligations under the Assumed Contracts arising after the Closing Date, and (b) other obligations expressly assumed or required to be assumed by Buyer under this Agreement or the Acquisition Agreements; or (iv) any and all obligations to Powerhouse or its affiliates, including, but not limited to any obligations arising from or related to the Powerhouse Agreement or the termination of the Powerhouse Agreement; or (v) any and all liability with respect to the litigation indicated on Schedule 5(f) hereof.

After the Closing Date. Seller and PDK shall, and shall cause each of their Affiliates to, (i) continue to maintain the confidentiality of all information, documents and materials relating to the Business or relating to Buyer, Nutraceutical International Corporation or any of its Subsidiaries which has been disclosed to any of them (including, without limitation, the terms of this Agreement and the other agreements contemplated hereby), except to the extent disclosure of any such information is required by law or the rule or regulation of any securities exchange, is made in connection with any investigation or inquiry by the FDA, the FTC or Other Authorities, or authorized by Buyer or reasonably occurs in connection with disputes over the terms of this Agreement and (ii) except with respect to this Agreement and the other agreements contemplated hereby, Seller, PDK and their Affiliates shall immediately return all such information, documents and materials to Buyer. After the Closing, Buyer shall, and shall cause each of its Affiliate to, (i) continue to maintain the confidentiality of all information, documents and materials relating to Seller (other than to the extent relating to the Business) or PDK which has been disclosed to any of them, except to the extent disclosure of any such information is required by law or the rule or regulation of any securities exchange, is made in connection with any investigation or inquiry by the FDA, the FTC or Other Authorities, or authorized by Seller or reasonably occurs in connection with disputes over the terms of this Agreement and (ii) except with respect to this Agreement and the other agreements contemplated hereby, immediately return all such information, documents and materials to Seller. In the event that any party reasonably believes after consultation with counsel that it is required by law to disclose any confidential information described in this Section 8.14 the disclosing party will (a) provide the other party with prompt notice before such disclosure in order that any party may attempt to obtain a protective order or other assurance that confidential treatment will be accorded such confidential information and (b) cooperate with the other party in attempting to obtain such order or assurance. The preceding sentence shall not apply to any disclosures made by Buyer to the FDA, the FTC or Other Authorities in response to or in connection with any investigation or inquiry to the extent that Buyer reasonably determines that notifyi...

After the Closing Date. Seller Parent shall promptly and shall cause its Affiliates promptly to, and Buyer shall promptly and shall cause Recap Co and the Recap Subsidiaries promptly to, take such additional actions and execute any such additional documents and instruments as may be reasonably necessary (i) to effectuate the transactions contemplated by this Agreement, including to fully vest good and valid title to all of the CRL Business Assets in Recap Subco and the Recap Subsidiaries, as applicable, and to fully vest good and valid title in the Excluded Assets in Seller Parent or its Affiliates free and clear of all liens, claims or other encumbrances except Permitted Encumbrances, and (ii) to cause Seller Parent or its Affiliates to retain or assume any Excluded Liabilities not retained or assumed by Seller Parent or an Affiliate prior to or on the Closing Date, or to cause Recap Subco or any Recap Subsidiary to assume any Assumed Liability not assumed by it prior to or on the Closing Date. Prior to and after the Closing Date, Seller Parent agrees to assist Buyer in any reasonable manner requested, and without unreasonable delay, in the preparation of financial statements of the CRL Business, including the interim unaudited financial statements at and for the three months ended March 27, 1999 and at and for nine months ended September 25, 1999, including so that such financial statements can be presented in conformity with the accounting rules of Regulation S-X under the Securities Act of 1933, as amended; provided however, that Buyer shall bear any out-of-pocket costs and expenses incurred by Seller Parent or any of its Affiliates in connection with providing such assistance.

After the Closing Date. Buyer and Seller shall make available to the other, as reasonably requested, all information, records or documents relating to tax liabilities or potential tax liabilities of the Companies for all periods prior to or including the Closing Date and shall preserve all such information, records and documents until the expiration of any applicable statute of limitations or extensions thereof. Buyer shall prepare and provide; to Seller such federal, state, local and foreign tax information packages as Seller shall request for the use of Seller in preparing any tax return that relates to either Company. Such tax information packages shall be completed by Buyer and provided to Seller within 30 days after request therefor. Notwithstanding any other provisions hereof, each party shall bear its own expenses in complying with the foregoing provisions.

After the Closing Date. Seller and Buyer shall provide, and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or Third-Party confidentiality obligation), reasonable access for inspection and copying of all ORiNOCO Business Records, Governmental Permits, Licenses, Contracts and any other information existing as of the Closing Date and relating to the ORiNOCO Business or the Purchased Assets, and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the ORiNOCO Business or the Purchased Assets, and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained therein.

After the Closing Date becomes legally available to a receiving Party from a source other than the other Parties that is free to disclose it to the receiving Party.