Obligations After Closing. For a period of 18 months following the Closing Date, Seller and Buyer shall have access to, and the right to copy, all of the records of each other relative to Seller’s business [Transferred Assets] as may be necessary for preparation of tax returns, tax reports, and customary accounting functions. Additionally, Seller and Buyer shall agree to make available to the other, at reasonable times and upon reasonable advance notice, relevant records and personnel in connection with the preparation of a defense or the participation in a defense, participation in the prosecution of claim or litigation, and negotiation of a settlement relating to any pending, future, or threatened litigation, or government agency proceeding (including a tax audit) involving the conduct of Seller’s business [Transferred Assets] before or after the Closing, as the case may be, or in the perfection, registration, or transferring of any copyright, trademark right, or other proprietary information or right acquired by Buyer hereunder.
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Obligations After Closing. For a period of 18 months following the Closing Date, Seller and Buyer Purchaser shall have access to, to and the right to copy, copy all of the records of each other relative to Seller’s 's business [Transferred Assets] as may be maybe necessary for preparation of employee or corporate tax returns, employee tax reports, and customary accounting functions. Additionally, Seller and Buyer Purchaser shall agree to make available to the other, at reasonable times and upon reasonable advance notice, relevant records and personnel in connection with the preparation of a defense or the participation in a defense, participation in the prosecution of claim or litigation, and negotiation of a settlement relating to any pending, future, or threatened litigation, or government agency proceeding (including a tax audit) involving the conduct of Seller’s 's business [Transferred Assets] before or after the Closing, as the case may be, or in the perfection, registration, or transferring of any copyright, trademark right, or other proprietary information or right acquired by Buyer Purchaser hereunder.
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