Post-Closing Access. (a) Each of Seller and Buyer shall, and Buyer shall cause the Company to, preserve and keep all books and records and other information relating to the accounting, legal, Tax, regulatory, business and financial affairs of the Company and the Rolling Mill Business for a period of seven (7) years after the Closing Date (or, in the case of information relating to Taxes, until the expiration of any applicable statute of limitations), or for a longer period if (i) required by Law (including any statute of limitations and applicable extensions thereof) or any Governmental Authority or (ii) reasonably necessary with respect to the prosecution or defense of any audit or other legal or regulatory action that is then pending or threatened so long as the requesting Party has notified the other Party with prior written notice of the need to retain such books, records or information. (b) Following the Closing, for so long as such information is retained by Buyer in accordance with Section 5.8(a), Buyer shall, and shall cause the Company, to permit Seller and its authorized Representatives, at Seller’s sole cost and expense, to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Buyer to the information described in Section 5.8(a) to the extent that such access may be reasonably required in connection with (i) the preparation of any Tax Return, accounting records or with respect to any Tax Claim or similar proceedings, (ii) any Action relating to Seller, the Company or the Rolling Mill Business, (iii) any Governmental Filing or matter (including investigations by Governmental Authorities) or (iv) any other valid legal or business purpose. Notwithstanding the foregoing, Seller shall have no right of access to, and Buyer shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Buyer or any of its Affiliates (including the Company) is a party or is subject, (2) result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges), (3) result in the disclosure of any competitively sensitive information of Buyer or of any of its Affiliates (including the Company), or (4) breach a confidentiality or other obligation to a Third Party (provided that Buyer shall use commercially reasonable efforts to obtain the consent of any Third Party with regards to such disclosure), or (B) any consolidated, combined, affiliated or unitary Tax Return which includes Buyer or any of its Affiliates (including the Company) or any Tax-related work papers. (c) Following the Closing, for so long as such information is retained by Seller in accordance with Section 5.8(a), Seller shall permit Buyer and its authorized Representatives, at Buyer’s sole cost and expense, to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Seller, to the information described in Section 5.8(a) to the extent that such access may be reasonably required in connection with (i) the preparation of any Tax Return, accounting records or with any Tax Claim or similar proceedings, (ii) any Action relating to the Company or the Rolling Mill Business, (iii) any Governmental Filing or matter (including investigations by Governmental Authorities) or (iv) any other valid legal or business purpose. Notwithstanding the foregoing, Buyer shall have no right of access to, and Seller shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Seller or any of its Affiliates is a party or is subject,
Appears in 2 contracts
Sources: Purchase Agreement (Alcoa Corp), Purchase Agreement (Kaiser Aluminum Corp)
Post-Closing Access. (a) Each Following the Closing, each of Seller Parent and Buyer shall, and Buyer shall cause the Company their Affiliates to, preserve and keep all books Books, Records and records Files and other all information relating to the accounting, legal, Taxtax, regulatory, business and financial affairs that are retained by Parent or any of its Affiliates or are obtained by Buyer or any of its Affiliates, as the Company and case may be, which information relates to the Rolling Mill Business or any Transferred Subsidiary for a period of seven any pre-Closing period, for not less than six (76) years after the Closing Date (or, in the case of information relating to Taxes, until the expiration of any applicable statute of limitations)Date, or for a any longer period if as may be (i) required by Law (including any statute of limitations and applicable extensions thereof) or any Governmental Authority or (ii) reasonably necessary with respect to the prosecution or defense of any audit or other legal or regulatory action Action that is then pending or threatened so long as and with respect to which the requesting Party party has notified the other Party with prior written notice of parties as to the need to retain such Books, Records and Files or information. Each of Parent and Buyer shall provide the other with written notice at least sixty (60) days prior to it or its Affiliates transferring, destroying or discarding the last copy of any records, books, records work papers, reports, correspondence and other similar materials and the other parties shall have the right, at its expense, to copy or informationtake any such materials.
(b) Following From and after the Closing, for so long as such information is retained by Buyer in accordance with pursuant to Section 5.8(a5.16(a), Buyer shall, and shall cause the Company, to permit Seller and its Affiliates shall provide Parent and its Affiliates and its and their authorized RepresentativesRepresentatives copies, at SellerParent’s sole cost and expense, to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Buyer Buyer, to the information described in Section 5.8(a5.16(a) to the extent that such access copies may be reasonably required in connection with (i) the preparation of any Tax Return, financial statements, accounting records records, audits or with respect to any Tax Claim or similar proceedingsSEC obligations, (ii) any Action pending or threatened relating to Sellerthe Purchased Assets (other than with respect to Actions or claims relating to the transactions contemplated by this Agreement or any Ancillary Document), Assumed Liabilities, the Company Transferred Subsidiaries or the Rolling Mill Business, or (iii) compliance with applicable Law or Governmental Orders, in each case except to the extent such access would unreasonably interfere with or disrupt any Governmental Filing of the businesses or matter operations of Buyer or its Affiliates or to the extent necessary to (including investigations by Governmental Authoritiesx) or (iv) ensure compliance with any other valid legal or business purpose. Notwithstanding the foregoing, Seller shall have no right of access to, and Buyer shall have no obligation to provideapplicable Law, (Ay) preserve any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Buyer or any of its Affiliates (including the Company) is a party or is subject, (2) result in a loss of the ability to successfully assert a claim of applicable privilege (including the attorney-client and work product privileges), (3privilege) result in the disclosure of any competitively sensitive information of Buyer or of any of its Affiliates (including the Company), or (4z) breach a comply with any contractual confidentiality or other obligation to a Third Party (provided that Buyer shall use commercially reasonable efforts to obtain the consent of any Third Party with regards to such disclosure), or (B) any consolidated, combined, affiliated or unitary Tax Return which includes Buyer or any of its Affiliates (including the Company) or any Tax-related work papersobligations.
(c) Following From and after the Closing, for so long as such information is retained by Seller in accordance with pursuant to Section 5.8(a5.16(a), Seller Parent and its Affiliates shall permit provide Buyer and its Affiliates and its and their authorized RepresentativesRepresentatives copies, at Buyer’s sole cost and expense, to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to SellerParent, to the information described in Section 5.8(a5.16(a) to the extent that such access copies may be reasonably required in connection with (i) the preparation of any Tax Return, financial statements, accounting records records, audits or with any Tax Claim or similar proceedingsSEC obligations, (ii) any Action pending or threatened relating to the Company Purchased Assets (other than with respect to Actions or claims relating to the transactions contemplated by this Agreement or any Ancillary Document), Assumed Liabilities, the Transferred Subsidiaries or the Rolling Mill Business, or (iii) compliance with applicable Law or Governmental Orders, in each case to the extent such access would unreasonably interfere with or disrupt any Governmental Filing of the businesses or matter operations of Parent or its Affiliates or except to the extent necessary to (x) ensure compliance with any applicable Law, (y) preserve any applicable privilege (including investigations by Governmental Authoritiesthe attorney-client privilege) or (ivz) comply with any other valid legal or business purpose. Notwithstanding the foregoing, Buyer shall have no right of access to, and Seller shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Seller or any of its Affiliates is a party or is subject,contractual confidentiality obligations.
Appears in 2 contracts
Sources: Purchase Agreement (Owens & Minor Inc/Va/), Purchase Agreement (Halyard Health, Inc.)
Post-Closing Access. (a) Each of Seller Parent and Buyer shall, and Buyer shall cause the Company their Affiliates to, preserve and keep all books Books, Records and records Files and other all information relating to the accounting, legal, Taxtax, regulatory, business and financial affairs that are retained by Parent or any of its Affiliates or are obtained by Buyer or any of its Affiliates, as the Company and case may be, which information relates to (i) the Rolling Mill Business or any Transferred Subsidiary for a any pre-Closing period of seven (7or pre-Delayed Closing Period with respect to Initial Purchased Assets transferred at the Delayed Closing) or (ii) the Later Purchased Assets for any applicable pre-Later Closing period, for not less than six (6) years after the Closing Date (oror Later Closing Date, in as the case of information relating to Taxes, until the expiration of any applicable statute of limitationsmay be), or for a any longer period if as may be (ix) required by Law (including any statute of limitations and applicable extensions thereof) or any Governmental Authority or (iiy) reasonably necessary with respect to the prosecution or defense of any audit or other legal or regulatory action Action that is then pending or threatened so long as and with respect to which the requesting Party party has notified the other Party with prior written notice of parties as to the need to retain such Books, Records and Files or information. Each of Parent and Buyer shall provide the other with written notice at least sixty (60) days prior to it or its Affiliates transferring, destroying or discarding the last copy of any records, books, records work papers, reports, correspondence and other similar materials and the other parties shall have the right, at its expense, to copy or informationtake any such materials.
(b) Following From and after the Closing (with respect to the Initial Assets and Initial Assumed Liabilities transferred or assumed at the Closing), the Delayed Closing (with respect to the Initial Purchased Assets and Initial Assumed Liabilities transferred or assumed at the Delayed Closing) or the applicable Later Closing (with respect to the Later Purchased Assets and the Later Assumed Liabilities), for so long as such information is retained by Buyer in accordance with pursuant to Section 5.8(a5.16(a), Buyer shall, and shall cause the Company, to permit Seller and its Affiliates shall provide Parent and its Affiliates and its and their authorized RepresentativesRepresentatives copies, at SellerParent’s sole cost and expense, to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Buyer Buyer, to the information described in Section 5.8(a5.16(a) to the extent that such access copies may be reasonably required in connection with (i) the preparation of any Tax Return, financial statements, accounting records records, audits or with respect to any Tax Claim or similar proceedingsSEC obligations, (ii) any Action pending or threatened relating to Sellerthe Purchased Assets (other than with respect to Actions or claims relating to the transactions contemplated by this Agreement or any Ancillary Document), Assumed Liabilities, the Company Transferred Subsidiaries or the Rolling Mill Business, or (iii) compliance with applicable Law or Governmental Orders, in each case except to the extent such access would unreasonably interfere with or disrupt any Governmental Filing of the businesses or matter operations of Buyer or its Affiliates or to the extent necessary to (including investigations by Governmental Authoritiesx) or (iv) ensure compliance with any other valid legal or business purpose. Notwithstanding the foregoing, Seller shall have no right of access to, and Buyer shall have no obligation to provideapplicable Law, (Ay) preserve any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Buyer or any of its Affiliates (including the Company) is a party or is subject, (2) result in a loss of the ability to successfully assert a claim of applicable privilege (including the attorney-client and work product privileges), (3privilege) result in the disclosure of any competitively sensitive information of Buyer or of any of its Affiliates (including the Company), or (4z) breach a comply with any contractual confidentiality or other obligation to a Third Party (provided that Buyer shall use commercially reasonable efforts to obtain the consent of any Third Party with regards to such disclosure), or (B) any consolidated, combined, affiliated or unitary Tax Return which includes Buyer or any of its Affiliates (including the Company) or any Tax-related work papersobligations.
(c) Following From and after the Closing, for so long as such information is retained by Seller in accordance with pursuant to Section 5.8(a5.16(a), Seller Parent and its Affiliates shall permit provide Buyer and its Affiliates and its and their authorized RepresentativesRepresentatives copies, at Buyer’s sole cost and expense, to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to SellerParent, to the information described in Section 5.8(a5.16(a) to the extent that such access copies may be reasonably required in connection with (i) the preparation of any Tax Return, financial statements, accounting records records, audits or with any Tax Claim or similar proceedingsSEC obligations, (ii) any Action pending or threatened relating to the Company Purchased Assets (other than with respect to Actions or claims relating to the transactions contemplated by this Agreement or any Ancillary Document), Assumed Liabilities, the Transferred Subsidiaries or the Rolling Mill Business, or (iii) compliance with applicable Law or Governmental Orders, in each case to the extent such access would unreasonably interfere with or disrupt any Governmental Filing of the businesses or matter operations of Parent or its Affiliates or except to the extent necessary to (x) ensure compliance with any applicable Law, (y) preserve any applicable privilege (including investigations by Governmental Authoritiesthe attorney-client privilege) or (ivz) comply with any other valid legal or business purpose. Notwithstanding the foregoing, Buyer shall have no right of access to, and Seller shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Seller or any of its Affiliates is a party or is subject,contractual confidentiality obligations.
Appears in 2 contracts
Sources: Purchase Agreement (Owens & Minor Inc/Va/), Purchase Agreement (Halyard Health, Inc.)
Post-Closing Access. In order to facilitate Seller’s efforts to administer and close the Bankruptcy Case (a) Each including, without limitation, the preparation of Seller filings in the Bankruptcy Case and Buyer shallstate, local and Buyer shall cause federal Tax Returns and other filings, reconciliation of claims filed in the Company toCase, preserve removal of corporate and keep all books and other records and other information relating or belonging to the accountingentities other than Seller), legal, Tax, regulatory, business and financial affairs of the Company and the Rolling Mill Business for a period of seven three (73) years after the Closing Date (or, in the case of information relating to Taxes, until the expiration of any applicable statute of limitations), or for a longer period if (i) required by Law (including any statute of limitations and applicable extensions thereof) or any Governmental Authority or (ii) reasonably necessary with respect to the prosecution or defense of any audit or other legal or regulatory action that is then pending or threatened so long as the requesting Party has notified the other Party with prior written notice of the need to retain such books, records or information.
(b) Following following the Closing, (a) the Buyer shall permit Seller’s counsel and other professionals and counsel for so long as such information is retained by Buyer in accordance with Section 5.8(a), Buyer shall, and shall cause the Company, any successor to permit Seller and its authorized Representativesrespective professionals, at Seller’s sole cost and expenseits employees (collectively, to have “Permitted Access Parties”) reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Buyer to the information described in Section 5.8(a) financial and other books and records relating to the extent that Acquired Assets or the Business and the systems containing such information, books and records, which access may be reasonably required in connection with shall include (i) the preparation right of any Tax Returnsuch Permitted Access Parties to copy, accounting at such Permitted Access Parties’ expense, such documents and records or with respect to any Tax Claim or similar proceedingsas they may request in furtherance of the purposes described above, and (ii) any Action relating to Seller, the Company or the Rolling Mill Business, (iii) any Governmental Filing or matter (including investigations by Governmental Authorities) or (iv) any other valid legal or business purpose. Notwithstanding the foregoing, Seller shall have no right of access to, and Buyer shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Buyer or any of its Affiliates (including the Company) is a party or is subject, (2) result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges), (3) result in the disclosure of any competitively sensitive information of Buyer or of any of its Affiliates (including the Company), or (4) breach a confidentiality or other obligation to a Third Party (provided that Buyer shall use commercially reasonable efforts to obtain the consent of any Third Party with regards to such disclosure), or (B) any consolidated, combined, affiliated or unitary Tax Return which includes Buyer or any of its Affiliates (including the Company) or any Tax-related work papers.
(c) Following the Closing, for so long as such information is retained by Seller in accordance with Section 5.8(a), Seller shall permit Buyer and its authorized Representatives, at Buyer’s sole cost copying and expense, to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Seller, delivering to the information described in Section 5.8(a) relevant Permitted Access Parties such documents or records as they may request, but only to the extent such Permitted Access Parties furnish Buyer with reasonably detailed written descriptions of the materials to be so copied and the applicable Permitted Access Party reimburses the Buyer for the reasonable costs and expenses thereof, and (b) Buyer shall provide the Permitted Access Parties (at no cost to the Permitted Access Parties) with reasonable access to those individuals with knowledge of how to access the relevant financial and books and records during regular business hours to assist Seller and the other Permitted Access Parties in their post-Closing activities (including, without limitation, preparation of Tax Returns), provided that such access may be reasonably required in connection does not unreasonably interfere with (i) the preparation of any Tax Return, accounting records or with any Tax Claim or similar proceedings, (ii) any Action relating to the Company or the Rolling Mill Business, (iii) any Governmental Filing or matter (including investigations by Governmental Authorities) or (iv) any other valid legal or Buyer’s business purpose. Notwithstanding the foregoing, Buyer shall have no right of access to, and Seller shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Seller or any of its Affiliates is a party or is subject,operations.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Sito Mobile, Ltd.), Asset Purchase Agreement (Hipcricket, Inc.)
Post-Closing Access. (a) Each Without limiting the obligations set forth in Section 8.1, following the Closing, each party hereto agrees that it will cooperate with and make available to the other party, during normal business hours and upon reasonable notice, (i) all books, records and other documents related to the Business or the Longhorn Entities, (ii) information related to the Business or the Longhorn Entities and (iii) Longhorn Employees (without substantial disruption of Seller employment), in each case retained by such party and Buyer shallremaining in existence after the Closing which are necessary or useful in connection with any audit, and Buyer shall cause the Company toinvestigation or dispute, preserve and keep all any litigation or investigation or any other matter requiring any such books and records and other documents, information relating or employees for any reasonable business purpose. The party requesting any such books and records and other documents, information or employees shall bear all of the out-of-pocket costs and expenses reasonably incurred in connection with providing such books and records and other documents, information or employees or the Longhorn Entities. All information received pursuant to this Section 9.2 shall be kept confidential by the party obtaining such information, subject to any disclosure that is required to be made by such party in order to comply with applicable Legal Requirements or the rules or regulations of any securities exchange upon which its securities are traded. Seller also agrees that it will take appropriate measures to ensure that following the Closing its employees no longer have access to Books and Records or to any books and records, and information or documents related to the accountingBusiness or the Longhorn Entities that are retained by Seller, legal, Tax, regulatory, business and financial affairs of the Company and the Rolling Mill Business for a period of seven (7) years after the Closing Date (or, in the case of information relating to Taxes, until the expiration of any applicable statute of limitations), or for a longer period if (i) required by Law (including any statute of limitations and applicable extensions thereof) or any Governmental Authority or (ii) reasonably necessary with respect except to the prosecution or defense of any audit or other legal or regulatory action that is then pending or threatened so long as the requesting Party has notified the other Party with prior written notice of the need to retain extent such books, records records, documents or informationinformation also reasonably relate to the business of Seller and to the extent such access is necessary to perform Seller’s obligations under this Agreement.
(b) Following the Closing, for so long as such information is retained by Buyer in accordance with Section 5.8(a), Buyer Seller shall, and shall cause the Company, to permit Seller and use its authorized Representatives, at Seller’s sole cost and expense, to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Buyer to the information described in Section 5.8(a) to the extent that such access may be reasonably required in connection with (i) the preparation of any Tax Return, accounting records or with respect to any Tax Claim or similar proceedings, (ii) any Action relating to Seller, the Company or the Rolling Mill Business, (iii) any Governmental Filing or matter (including investigations by Governmental Authorities) or (iv) any other valid legal or business purpose. Notwithstanding the foregoing, Seller shall have no right of access to, and Buyer shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Buyer or any of its Affiliates (including the Company) is a party or is subject, (2) result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges), (3) result in the disclosure of any competitively sensitive information of Buyer or of any of its Affiliates (including the Company), or (4) breach a confidentiality or other obligation to a Third Party (provided that Buyer shall use commercially reasonable efforts to obtain the consent of cause its Representatives to, provide customary representations to auditors and any Third Party with regards to such disclosure), or (B) any consolidated, combined, affiliated or unitary Tax Return which includes additional financial information and assistance in connection therewith as may be reasonably requested by Buyer or any of its Affiliates (including in connection with any filing with the Company) Securities and Exchange Commission undertaken by Buyer or any Tax-related work papers.
(c) Following its Affiliates that includes financial statements of the Closing, for so long as such information is retained by Seller in accordance with Section 5.8(a), Business. Seller shall permit use its commercially reasonable efforts to cause its Representatives to assist and cooperate in good faith with Buyer and its authorized RepresentativesAffiliates in preparing audited financial statements of the Business for the stub period ending on the Closing Date, at Buyer’s sole cost and expenseincluding, to have if applicable, providing (a) reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Seller, to the information described in Section 5.8(a) auditors, auditor workpapers (to the extent that such access may be permitted by the auditors preparing same), employees, books and records, and any financial data reasonably required in connection with (i) the preparation of any Tax Return, accounting records or with any Tax Claim or similar proceedings, (ii) any Action requested by Buyer relating to the Company or the Rolling Mill Business, and (iiib) any Governmental Filing or matter customary representation letters to auditors. Seller's reasonable out of pocket expenses (including investigations auditors fees that are pre-approved by Governmental AuthoritiesBuyer) or (ivin complying with this Section 9.2(b) any other valid legal or business purpose. Notwithstanding the foregoing, shall be reimbursed by Buyer shall have no right promptly following receipt of access to, and Seller shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Seller or any of its Affiliates is a party or is subject,an invoice therefor.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Rowan Companies Inc), Stock Purchase Agreement (Joy Global Inc)
Post-Closing Access. (a) Each of Seller and Buyer shall, and Seller shall cause its Affiliates (other than the Transferred Subsidiaries) to, and Buyer shall cause the Company its Affiliates to, preserve and keep all books and records and other all information relating to the accounting, legal, Tax, regulatory, business and financial affairs of that are retained by Seller or any Affiliates or are obtained by Buyer or any Affiliates, as the Company and case may be, which information relates to the Rolling Mill Business Devices & Services Business, for a period of seven not less than six (76) years after the Closing Date (or, in the case of information relating to Taxes, until the expiration of any applicable statute of limitations)Date, or for a any longer period if as may be (i) required by Law (including any statute of limitations and applicable extensions thereof) or any Governmental Authority or (ii) reasonably necessary with respect to the prosecution or defense of any audit or other legal or regulatory action Action that is then pending or threatened so long as and with respect to which the requesting Party party has notified the other Party with prior written notice of parties as to the need to retain such books, records or information. Each of Seller and Buyer shall provide the other with written notice sixty (60) Business Days prior to transferring, destroying, or discarding the last copy of any records, books, work papers, reports, correspondence and other similar materials and the other parties shall have the right, at its expense, to copy or take any such materials, provided, however, that such other party provides written notice stating its intent to copy or take such materials no later than thirty (30) Business Days after having received notice that such materials are to be transferred, destroyed, or discarded.
(b) Following the Closing, for so long as such information is retained by Buyer in accordance with Section 5.8(a5.6(a), Buyer shall, and its Affiliates shall cause the Company, to permit provide Seller and its Affiliates and its and their authorized Representatives, Representatives copies at Seller’s sole cost and expense, to have reasonable access and duplication rights expense during normal business hours, upon reasonable prior written notice to Buyer to the information described in Section 5.8(a) to the extent that such access may be reasonably required in connection with (i) the preparation of any Tax Return, accounting records or with respect to any Tax Claim or similar proceedings, (ii) any Action relating to Seller, the Company or the Rolling Mill Business, (iii) any Governmental Filing or matter (including investigations by Governmental Authorities) or (iv) any other valid legal or business purpose. Notwithstanding the foregoing, Seller shall have no right of access to, and Buyer shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Buyer or any of its Affiliates (including the Company) is a party or is subject, (2) result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges), (3) result in the disclosure of any competitively sensitive information of Buyer or of any of its Affiliates (including the Company), or (4) breach a confidentiality or other obligation to a Third Party (provided that Buyer shall use commercially reasonable efforts to obtain the consent of any Third Party with regards to such disclosure), or (B) any consolidated, combined, affiliated or unitary Tax Return which includes Buyer or any of its Affiliates (including the Company) or any Tax-related work papers.
(c) Following the Closing, for so long as such information is retained by Seller in accordance with Section 5.8(a), Seller shall permit Buyer and its authorized Representatives, at Buyer’s sole cost and expense, to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Seller, to the information described in Section 5.8(a5.6(a) to the extent that such access copies may be reasonably required in connection with (i) the preparation of any Tax Return, accounting records or with any Tax Claim audits or similar proceedings, (ii) any Action relating to the Company Purchased Assets, Assumed Liabilities or any of the Transferred Subsidiaries or the Rolling Mill Devices & Services Business, (iii) any Governmental Filing or matter (including investigations by Governmental Authorities) or Filing, (iv) the prosecution or defense of any other valid legal audit or business purpose. Notwithstanding Action that is then pending or threatened, (v) compliance with this Agreement or (vi) compliance with applicable Law.
(c) Following the foregoingClosing, Buyer shall have no right of access tofor so long as such information is retained by Seller or its Affiliates in accordance with Section 5.6(a), and Seller shall have no obligation provide Buyer and its authorized Representatives copies at Buyer’s sole expense during normal business hours, upon reasonable prior notice to provideSeller, to the information described in Section 5.6(a) to the extent that such copies may be reasonably required in connection with (i) the preparation of any Tax Return, accounting records or with any audits or similar proceedings,(ii) any Action relating to the Purchased Assets, Assumed Liabilities, the Transferred Subsidiaries or the Devices & Services Business, (Aiii) any information if doing so would reasonably be expected to Governmental Filing, (1iv) violate the prosecution or defense of any Contract audit or Law to which Seller Action that is then pending or any of its Affiliates is a party threatened (v) compliance with this Agreement or is subject,(v) compliance with applicable Law.
Appears in 2 contracts
Sources: Stock and Asset Purchase Agreement, Stock and Asset Purchase Agreement (Nokia Corp)
Post-Closing Access. (a) Each of Seller and Buyer shall, and Buyer shall cause the Company to, preserve and keep all books and records and other information relating to the accounting, legal, Tax, regulatory, business and financial affairs of the Company and the Rolling Mill Business for For a period of seven (7) years after from the Closing Date (orDate, in ▇▇▇▇▇ agrees that it will, and will cause its Affiliates to, preserve and keep the case books of information accounts and financial and other records held by ▇▇▇▇▇ relating to Taxes, until the expiration operation of any applicable statute of limitations), or for a longer period if (i) required by Law the Business (including any statute of limitations and applicable extensions thereofaccountants’ work papers) or any Governmental Authority or (ii) reasonably necessary solely with respect to the prosecution or defense of any audit or other legal or regulatory action that is then pending or threatened so long as the requesting Party has notified the other Party with periods prior written notice of the need to retain such books, records or information.
(b) Following and including the Closing, for so long as . During such information is retained by Buyer in accordance with Section 5.8(a)period, Buyer shall, and shall cause the Company, to permit upon reasonable notice afford Seller and or its authorized RepresentativesRepresentatives reasonable access, at Seller’s sole cost and expense, to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Buyer to the information described such books and records, in Section 5.8(a) each case to the extent that such access may be reasonably required necessary (i) in connection with (i) the preparation any audit or investigation of, insurance claims by, Actions or disputes involving, or governmental investigations of, Seller or any of any Tax Return, accounting records or with respect to any Tax Claim or similar proceedingsits Affiliates, (ii) in order to enable the Seller or Seller Parent to comply with its obligations under this Agreement, any Action relating to Sellerof the other Related Documents and each other agreement, the Company document or the Rolling Mill Business, instrument contemplated hereby or thereby or (iii) any Governmental Filing or matter (including investigations by Governmental Authorities) or (iv) for any other valid legal or reasonable business purpose. Notwithstanding purpose relating to the foregoingSeller, Seller shall have no right Parent or any of access totheir respective Affiliates, but excluding, in each case, any dispute between the Seller, Seller Parent or any of their Affiliates, on the one hand, and Buyer shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Buyer or any of its Affiliates (including Affiliates, on the Company) is a party other hand, except as would be required by applicable Law or is subjectOrder, (2) result civil process or applicable discovery rules. Notwithstanding anything to the contrary in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges)this Agreement, (3) result in the disclosure of any competitively sensitive information of Buyer or of any of its Affiliates (including the Company), or (4) breach a confidentiality or other obligation to a Third Party (provided that Buyer shall use commercially reasonable efforts not be required to obtain disclose any information to Seller or its Representatives under this Section 5.7(a) (A) in connection with any dispute or Action between the consent parties with respect to this Agreement and/or any Related Documents (other than as may be required by any court of competent jurisdiction in connection with any Third Party with regards to such disclosureAction), or (B) if such disclosure would, as determined in Buyer’s reasonable discretion, (x) jeopardize any consolidatedattorney-client or other legal privilege or (y) contravene any applicable Law, combinedfiduciary duty or binding agreement (provided, affiliated in each case, Buyer will use commercially reasonable efforts to provide such information in a manner that does not result in the loss or unitary Tax Return which includes impairment of such privilege). All information received pursuant to this Section 5.7(a) shall be subject to Section 5.1.
(b) For a period of seven (7) years from the Closing Date, Seller agrees that it will, and will cause its Affiliates to, preserve and keep the books of accounts and financial and other records held by Seller relating to the operation of the Business (including accountants’ work papers) solely with respect to the periods prior to and including the Closing. During such period, Seller shall upon reasonable notice afford Buyer or its Representatives reasonable access, at Buyer’s sole expense, during normal business hours, to such books and records in each case to the extent necessary (i) in connection with any audit or investigation of, insurance claims by, Actions or disputes involving, or governmental investigations of, Buyer or any of its Affiliates (including the Company) or any Tax-related work papers.
(c) Following the Closing, for so long as such information is retained by Seller in accordance with Section 5.8(a), Seller shall permit Buyer and its authorized Representatives, at Buyer’s sole cost and expense, to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Seller, to the information described in Section 5.8(a) to the extent that such access may be reasonably required in connection with (i) the preparation of any Tax Return, accounting records or with any Tax Claim or similar proceedingsAffiliates, (ii) in order to enable Buyer to comply with its obligations under this Agreement, any Action relating to of the Company other Related Documents and each other agreement, document or the Rolling Mill Business, instrument contemplated hereby or thereby or (iii) any Governmental Filing or matter (including investigations by Governmental Authorities) or (iv) for any other valid legal or reasonable business purpose. Notwithstanding the foregoing, purpose relating to Buyer shall have no right of access to, and Seller shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Seller or any of its Affiliates is Affiliates, but excluding, in each case, any dispute between Seller, Seller Parent or any of their Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other hand, except as would be required by applicable Law or Order, civil process or applicable discovery rules. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to disclose any information to Buyer or its Representatives under this Section 5.7(b) (A) in connection with any dispute or Action between the parties with respect to this Agreement and/or any Related Documents (other than as may be required by any court of competent jurisdiction in connection with any such Action), or (B) if such disclosure would, as determined in Seller’s reasonable discretion, (x) jeopardize any attorney-client or other legal privilege or (y) contravene any applicable Law, fiduciary duty or binding agreement (provided, in each case, Seller will use commercially reasonable efforts to provide such information in a party manner that does not result in the loss or is subject,impairment of such privilege). All information received pursuant to this Section 5.7(b) shall be subject to Section 5.1.
Appears in 1 contract
Post-Closing Access. (a) Each of Seller and Buyer shall, and Buyer shall cause the Company to, preserve and keep all books and records and other information relating to the accounting, legal, Tax, regulatory, business and financial affairs of the Company and the Rolling Mill Business for a period of seven (7) years after the Closing Date (or, in the case of information relating to Taxes, until the expiration of any applicable statute of limitations), or for a longer period if (i) required by Law (including any statute of limitations and applicable extensions thereof) or any Governmental Authority or (ii) reasonably necessary with respect to the prosecution or defense of any audit or other legal or regulatory action that is then pending or threatened so long as the requesting Party has notified the other Party with prior written notice of the need to retain such books, records or information.
(b) Following the Closing, for so long as such information is retained by Buyer in accordance with Section 5.8(a), Buyer Purchaser shall, and shall cause its Affiliates to, for the Companyperiods required under applicable Law and in any case for at least seven years after the Closing Date, (i) retain the Books and Records and any other books of account, records, files, invoices, correspondence and memoranda, customer and supplier lists, data, specifications, insurance policies, operating history information and inventory records in existence on the Closing Date that are Related to the Business that are provided by or on behalf of Seller Parent or its Subsidiaries to Purchaser or its Subsidiaries at the Closing in connection with the Contemplated Transactions and (ii) upon the reasonable request of Seller Parent, grant the right to Seller Parent, Seller and their respective Representatives, during regular business hours and subject to reasonable rules, regulations and requirements of Purchaser and its Affiliates, at the expense of Seller Parent, to permit Seller inspect and its authorized Representatives, at Seller’s sole cost copy such Books and expense, to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Buyer to the information described in Section 5.8(a) Records or such other documents to the extent necessary to prepare financial statements and Tax Returns; provided, however, that such in no event shall Seller Parent, Seller or their Representatives have access may be reasonably required in connection with (i) the preparation of any Tax Return, accounting records or with respect to any Tax Claim or similar proceedingsinformation that, (ii) any Action relating to Seller, the Company or the Rolling Mill Business, (iii) any Governmental Filing or matter (including investigations by Governmental Authorities) or (iv) any other valid legal or business purpose. Notwithstanding the foregoing, Seller shall have no right based on advice of access to, and Buyer shall have no obligation to providePurchaser’s counsel, (A) would violate or create any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Buyer potential Liability of Purchaser or any of its Affiliates (including the Company) is a party or is subjectSubsidiaries under applicable Law, (2B) result in a loss of the ability to successfully assert a claim of privilege would (including the attorney-client and work product privileges), (3x) result in the disclosure of any competitively sensitive information Trade Secrets of Buyer or of any of its Affiliates (including the Company), or (4) breach a confidentiality or other obligation to a Third Party (provided that Buyer shall use commercially reasonable efforts to obtain the consent of any Third Party with regards to such disclosure), or (B) any consolidated, combined, affiliated or unitary Tax Return which includes Buyer Purchaser or any of its Affiliates Subsidiaries or of third parties or (including the Companyy) violate any obligation of Purchaser or any Tax-related work papers.
of its Subsidiaries with respect to confidentiality or data protection requirements, (cC) Following would unreasonably disrupt the Closingconduct of the business or operations of Purchaser or any of its Subsidiaries, for so long as such information is retained by Seller (D) would result in accordance with Section 5.8(a), Seller shall permit Buyer and its authorized Representatives, at Buyer’s sole cost and expense, to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Seller, to the information described in Section 5.8(a) to the extent that such access may be reasonably required in connection with (i) the preparation disclosure of any Tax Return, accounting records information referencing the valuation of the assets or with any Tax Claim businesses of Purchaser or similar proceedings, (ii) any Action relating to the Company or the Rolling Mill Business, (iii) any Governmental Filing or matter (including investigations by Governmental Authorities) its Subsidiaries or (ivE) any other valid legal or business purpose. Notwithstanding the foregoing, Buyer shall have no right of access to, and Seller shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate cause the loss or waiver of the protection of any Contract attorney-client privilege, attorney work product privilege or Law to which Seller other relevant legal privilege of Purchaser or any of its Affiliates is a party or is subject,Subsidiaries. All information received by Seller Parent, Seller and their Representatives pursuant to this Section 5.1(b) shall be governed by Section 5.14(a).
Appears in 1 contract
Post-Closing Access. (a) Each of Seller and Buyer shall, and Buyer shall cause the Company to, preserve and keep all books and records and other information relating to the accounting, legal, Tax, regulatory, business and financial affairs of the Company and the Rolling Mill Business for a period of seven No later than ninety (790) years days after the Closing Date (or, in the case of information relating to Taxes, until the expiration of any applicable statute of limitations), or for a longer period if (i) required by Law (including any statute of limitations and applicable extensions thereof) or any Governmental Authority or (ii) reasonably necessary with respect to the prosecution or defense of any audit or other legal or regulatory action that is then pending or threatened so long as the requesting Party has notified the other Party with prior written notice of the need to retain such books, records or information.
(b) Following the Closing, for so long as such information is retained by Buyer in accordance with Section 5.8(a), Buyer shall, and shall cause the Company, to permit Seller and its authorized Representatives, at Seller’s sole cost and expense, to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Buyer to the information described in Section 5.8(a) to the extent that such access may be reasonably required in connection with (i) the preparation of any Tax Return, accounting records or with respect to any Tax Claim or similar proceedings, (ii) any Action relating to Seller, the Company or the Rolling Mill Business, (iii) any Governmental Filing or matter (including investigations by Governmental Authorities) or (iv) any other valid legal or business purpose. Notwithstanding the foregoing, Seller shall have no right of access to, and Buyer shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Buyer or any of its Affiliates (including the Company) is a party or is subject, (2) result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges), (3) result in the disclosure of any competitively sensitive information of Buyer or of any of its Affiliates (including the Company), or (4) breach a confidentiality or other obligation to a Third Party (provided that Buyer shall use commercially reasonable efforts to obtain the consent of any Third Party with regards to such disclosure)deliver, or cause to be delivered, all books, records, documents, files and correspondence of the Company Group in the possession or under the control of the Parent Group. After the Closing for a period of three (B3) any consolidatedyears, combinedeach party agrees to provide, affiliated or unitary Tax Return which includes Buyer or any of its Affiliates (including cause to be provided, to the Company) or any Tax-related work papers.
(c) Following the Closing, for so long as such information is retained by Seller in accordance with Section 5.8(a), Seller shall permit Buyer other party and its authorized Representativesrepresentatives, as soon as reasonably practicable after written request therefor and at Buyerthe requesting party’s sole cost and expense, to have reasonable access and duplication rights access, during normal business hours, upon reasonable prior written notice to Seller, to the information described other parties’ employees and to any books, records, documents, files and correspondence in Section 5.8(a) the possession or under the control of such party, in each case if and to the extent that such access may be reasonably required in connection with (i) the preparation of any Tax Return, accounting records or with any Tax Claim or similar proceedings, (ii) any Action relating to the Company or the Rolling Mill BusinessCompany Subsidiaries prior to the Closing and that the requesting party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (iiiincluding under applicable securities Laws) by any Governmental Filing Authority having jurisdiction over the requesting party or matter (including investigations by Governmental Authoritiesii) for use in any other judicial, regulatory, administrative or other proceeding (other than in a dispute between the parties) or in order to satisfy Tax, audit, accounting, regulatory or other similar requirements; provided, however, that no party shall be required to provide access to or disclose information where such access or disclosure would violate any Law or agreement, or waive any attorney client or other similar privilege, and each party may redact information regarding itself or its Subsidiaries or otherwise not relating to the Company or the Company Subsidiaries prior to the Closing, and, in the event such provision of information could reasonably be expected to violate any Law or agreement or waive any attorney client or other similar privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence.
(ivb) any Except as otherwise provided herein, each party agrees to use its reasonable commercial efforts to retain the books, records, documents, instruments, accounts, correspondence, writings, evidences of title and other valid legal papers relating to the Company and the Company Subsidiaries prior to the Closing in their respective possession or business purposecontrol for a commercially reasonable period of time, as set forth in their regular document retention policies, following the Closing Date or for such longer period as may be required by Law. Notwithstanding the foregoing, Buyer any party may destroy or otherwise dispose of any such materials not in accordance with its retention policy, provided that, prior to such destruction or disposal (i) such party shall have provide no right less than ninety (90) nor more than one-hundred twenty (120) days’ prior written notice to the other party of access toany such proposed destruction or disposal (which notice shall specify in detail which of the materials is proposed to be so destroyed or disposed of), and Seller (ii) if a recipient of such notice shall have no obligation request in writing prior to providethe scheduled date for such destruction or disposal that any of the information proposed to be destroyed or disposed of be delivered to such recipient, such party proposing the destruction or disposal shall, as promptly as practicable, arrange for the delivery of such of the materials as was requested by the recipient (Ait being understood that all reasonable out of pocket costs associated with the delivery of the requested materials shall be paid by such recipient).
(c) any information if doing so would reasonably be expected to (1) violate any Contract In the case of a legal or Law to which Seller other proceeding between one party or any of its Affiliates is and a third party relating to the Company and the Company Subsidiaries, this Agreement or any of the Transaction Documents (including any matters subject to indemnification hereunder or thereunder) or the transactions contemplated hereby or thereby, each party shall use its commercially reasonable efforts to make available to the other party, upon written request, the former (to the extent practicable), current (to the extent practicable) and future officers, employees, other personnel and agents of such party and its subsidiaries as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available (other than materials covered by the attorney client privilege), to the extent that any such Person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any legal, administrative or other proceeding in which the requesting party may from time to time be involved. The requesting party shall bear all out of pocket costs and expenses in connection with the foregoing.
(d) Any information owned by a party that is provided to a requesting party pursuant to this Section 8.02 shall be deemed to remain the property of the providing party. Nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such information. No party shall have any liability to any other party in respect of this Section 8.02 in the event that any information exchanged or provided pursuant to this Section 8.02 is subject,found to be inaccurate. No party shall have any liability to any other party if any information is destroyed or lost after reasonable commercial efforts by such party to comply with the provisions of this Section 8.02. Nothing in this Section 8.02 shall require any party to violate any agreement with any third parties regarding the confidentiality of confidential and proprietary information; provided, however, that in the event that any party is required under this Section 8.02 to disclose any such information, that party shall use commercially reasonable efforts to seek to obtain such third party’s consent to the disclosure of such information and implement requisite procedures to enable the disclosure of such information.
Appears in 1 contract
Post-Closing Access. (aSubject to applicable Law and subject to Section 8.10(c) Each of Seller and Buyer shall, and Buyer shall cause the Company to, preserve and keep all books and records and other information relating to the accounting, legal, Tax, regulatory, business and financial affairs of the Company and the Rolling Mill Business for a period Access Restrictions, except as otherwise provided in any Ancillary Agreement, from and after the Closing and until the earlier of seven (7) years after from the Closing Date and the date such Information would be destroyed in accordance with the record-keeping practices of Seller or the Vantive Group Entities as in effect on the Execution Date, Seller and Buyer, on behalf of itself and its Subsidiaries (orincluding, in the case of information relating to TaxesBuyer following the Closing, until the expiration of any applicable statute of limitationsVantive Group Entities), shall retain, or for cause to be retained, in accordance with the record-keeping practices of Seller or the Vantive Group Entities as in effect on the Execution Date and shall provide or make available, or cause to be provided or made available, to the other Party or its applicable Subsidiaries as promptly as reasonably practicable after written request therefor, any Information (or a longer period if copy thereof) in the possession or under the control of such Party or any of its Subsidiaries to the extent that (i) such Information (A) relates to or is necessary for the operation of the Business, or relates to any Transferred Asset or Assumed Liability, if a Vantive Group Entity is the requesting Party, or (B) relates to or is necessary for the operation of the Retained Business, or relates to any Excluded Assets or Excluded Liability, if Seller is the requesting Party; (ii) such Information is required by the requesting Party to comply with its (or its applicable Subsidiaries’) obligations under this Agreement or any Ancillary Agreement or any other agreement to which the requesting Party or any of its Subsidiaries is a party or any of its respective properties or assets are bound; (iii) such Information is required by the requesting Party to comply with any obligation imposed by applicable Law (including any statute of limitations and applicable extensions thereof) or any Governmental Authority Entity; or (iiiv) such Information is reasonably necessary with respect to the prosecution or defense of any audit or other legal or regulatory action that is then pending or threatened so long as requested by the requesting Party has notified in evaluating its potential exposure to Liabilities of the other Party with prior written notice or any of the need its Subsidiaries under any guarantees and other obligations that have not been fully novated, replaced and/or transferred to retain such books, records other Party or information.
(b) Following the Closing, for so long as such information is retained by Buyer its applicable Subsidiaries in accordance with Section 5.8(a4.22(a) or Section 4.22(b), Buyer shallas applicable; provided, and shall cause however, that, in the Companyevent that the Party to which the request has been made determines that any such provision of Information could be commercially detrimental, to permit Seller and its authorized Representatives, at Seller’s sole cost and expense, to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Buyer to the information described in Section 5.8(a) to the extent that such access may be reasonably required in connection with (i) the preparation of violate any Tax Return, accounting records Law or with respect to any Tax Claim or similar proceedings, (ii) any Action relating to Seller, the Company or the Rolling Mill Business, (iii) any Governmental Filing or matter agreement (including investigations by Governmental Authorities) any obligations of confidentiality), or (iv) waive any other valid legal or business purpose. Notwithstanding the foregoing, Seller shall have no right of access to, and Buyer shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Buyer or any of its Affiliates (including the Company) is a party or is subject, (2) result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges)privilege, (3) result in then the disclosure of any competitively sensitive information of Buyer or of any of its Affiliates (including the Company), or (4) breach a confidentiality or other obligation to a Third Party (provided that Buyer Parties shall use commercially reasonable efforts to obtain agree on an approach to permit the consent provision of any Third Party with regards to such disclosure), or (B) any consolidated, combined, affiliated or unitary Tax Return which includes Buyer or any of its Affiliates (including the Company) or any Tax-related work papers.
(c) Following the Closing, for so long as such information is retained by Seller in accordance with Section 5.8(a), Seller shall permit Buyer and its authorized Representatives, at Buyer’s sole cost and expense, to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Seller, to the information described in Section 5.8(a) Information to the extent and in a manner that avoids any such access may be reasonably required in connection with (i) detriment, violation or waiver; and provided, further, that the preparation of any Tax Return, accounting records or with any Tax Claim or similar proceedings, (ii) any Action relating Party requested to the Company or the Rolling Mill Business, (iii) any Governmental Filing or matter (including investigations by Governmental Authorities) or (iv) any other valid legal or business purpose. Notwithstanding the foregoing, Buyer shall have no right of access to, and Seller provide such Information shall have no obligation pursuant to providethis Section 4.6(c) to provide any such Information unless it is satisfied in its reasonable discretion, that such potential detriment, violation or waiver is adequately mitigated pursuant to such efforts. Subject to the immediately preceding sentence, the Party providing Information pursuant to this Section 4.6(c) shall not be obligated to provide such Information in any form, condition or format other than the form, condition and format in which it then exists (Aand in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Information), and nothing in this Section 4.6(c) any information if doing so would shall expand the obligations of the Parties under Section 4.6(f). Each Party agrees that all requests for Information pursuant to this Section 4.6(c) shall be made in accordance with the procedures and processes that may be reasonably be expected established by the other Party to (1) violate any Contract or Law respond to which Seller or any of its Affiliates is a party or is subject,such requests.
Appears in 1 contract
Sources: Equity Purchase Agreement (Baxter International Inc)
Post-Closing Access. (a) Each Following the Closing and until the sixth anniversary of Seller and Buyer the Closing Date, the Purchaser shall, and Buyer shall cause each Subject Company, to provide to the Parent and its Affiliates, employees, counsel, agents, accountants and other representatives, access, during normal business hours and following reasonable prior notice, to the contracts, agreements, documents and books and records of the Subject Companies (including the accounting records of the Subject Companies and, subject to entering into customary access letters, the work papers of the accountants of the Subject Companies) in the possession of any of the Subject Companies as of the Closing Date, solely to the extent necessary for (A) the preparation or examination of Tax Returns, regulatory filings and financial statements, (B) the management of employee benefit plans and other arrangements with employees, (C) insurance claims, (D) the exercise, performance and enforcement of rights and obligations under this Agreement and the other Transaction Documents, (E) the conduct of any litigation or other proceeding or dispute or regulatory investigation or audit, whether pending or threatened, and (F) the compliance by the Parent or its Affiliates with all applicable Laws, and the Purchaser shall permit the Parent and its agents and representatives to examine and copy, at the Parent’s expense, such contracts, agreements, documents and books and records, all of which shall be subject to Section 12.10(a). Following the Closing the Purchaser shall, and shall cause the Company Subject Companies to, preserve maintain the contracts, agreements, documents and keep all books and records and other information relating to the accounting, legal, Tax, regulatory, business and financial affairs of the Company and Business that were in the Rolling Mill Business possession of any of the Subject Companies as of the Closing Date for a period of seven not less than six (76) years after following the Closing Date (or, in accordance with the case of information relating to Taxes, until the expiration of any applicable statute of limitations), or for a longer period if (i) required by Law (including any statute of limitations and applicable extensions thereof) or any Governmental Authority or (ii) reasonably necessary with respect to the prosecution or defense of any audit or other legal or regulatory action that is then pending or threatened so long as the requesting Party has notified the other Party with prior written notice of the need to retain such books, records or informationSubject Companies’ current document retention policies.
(b) Following the ClosingClosing and until the sixth anniversary of the Closing Date, for so long as such information is retained by Buyer in accordance with Section 5.8(a), Buyer the Parent shall, and shall cause the Companyits Affiliates, to permit Seller provide to the Purchaser and its authorized RepresentativesAffiliates, at Seller’s sole cost employees, counsel, agents, accountants and expenseother representatives, to have reasonable access and duplication rights access, during normal business hours, upon hours and following reasonable prior written notice to Buyer notice, to the information described in Section 5.8(a) to contracts, agreements, documents and books and records of the extent that such access may be reasonably required in connection with (i) the preparation of any Tax Return, accounting records or with respect to any Tax Claim or similar proceedings, (ii) any Action relating to Seller, the Company or the Rolling Mill Business, (iii) any Governmental Filing or matter (including investigations by Governmental Authorities) or (iv) any other valid legal or business purpose. Notwithstanding the foregoing, Seller shall have no right of access to, Parent and Buyer shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Buyer or any of its Affiliates (including the Company) is a party or is subject, (2) result in a loss accounting records of the ability Subject Companies and, subject to successfully assert a claim entering into customary access letters, the work papers of privilege (including the attorney-client and work product privileges), (3) result in accountants of the disclosure of any competitively sensitive information of Buyer or of any of its Affiliates (including the Company), or (4) breach a confidentiality or other obligation to a Third Party (provided that Buyer shall use commercially reasonable efforts to obtain the consent of any Third Party with regards to such disclosure), or (B) any consolidated, combined, affiliated or unitary Tax Return which includes Buyer or any of its Affiliates (including the Company) or any Tax-related work papers.
(c) Following the Closing, for so long as such information is retained by Seller in accordance with Section 5.8(a), Seller shall permit Buyer Parent and its authorized Representatives, at Buyer’s sole cost and expense, to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Seller, to the information described in Section 5.8(aAffiliates) to the extent that such access may be reasonably required relating to the Business and in connection with the possession of any of the Parent or its Affiliates as of the Closing Date, for any reasonable business purpose relating to the Business, including (iA) the preparation or examination of Tax Returns, regulatory filings and financial statements, (B) the management of employee benefit plans and other arrangements with employees, (C) insurance claims, (D) the exercise, performance and enforcement of rights and obligations under this Agreement and the other Transaction Documents, (E) the conduct of any Tax Returnlitigation or other proceeding or dispute or regulatory investigation or audit, accounting records whether pending or threatened, and (F) the compliance by the Purchaser or its Affiliates with all applicable Laws, and the Parent shall permit the Purchaser and its agents and representatives to examine and copy, at the Purchaser’s expense, such contracts, agreements, documents and books and records. To the extent any Tax Claim such information or similar proceedings, (ii) documentation relates to or includes any Action information relating to the Company or the Rolling Mill Retained Business, (iii) any Governmental Filing or matter (including investigations by Governmental Authorities) or (iv) any other valid legal or business purposesuch information and documentation shall be subject to Section 12.10(b). Notwithstanding Following the foregoingClosing the Parent shall, Buyer and shall have no right of access cause its Affiliates to, maintain the contracts, agreements, documents and Seller shall have no obligation books and records to provide, (A) any information if doing so would reasonably be expected the extent relating to (1) violate any Contract or Law to which Seller or the Business that were in the possession of any of the Parent or its Affiliates is as of the Closing Date for a party or is subject,period of not less than six (6) years following the Closing Date in accordance with the Parent’s current document retention policies.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Verisk Analytics, Inc.)
Post-Closing Access. (a) Each Subject to the last sentence of this Section 5.6(a) and to Section 5.6(d), after the Closing, each of Seller and Buyer shall, and Buyer shall cause the Company any of its respective Affiliates (as applicable) to, preserve and keep all pre-Closing books and records and other all information to the extent relating to the accounting, legal, Tax, regulatory, business and financial affairs of the Company and Business that are retained by Seller or any of its Affiliates, or are obtained by Buyer hereunder, as the Rolling Mill Business case may be, for a period of seven (7) years after the Closing Date (or, in the case of information relating to Taxes, until the expiration of any applicable statute of limitations)Date, or for a such longer period if as may be (i) required by Law (including any statute of limitations and applicable extensions thereof) or any Governmental Authority Entity or (ii) reasonably necessary with respect to the investigation, prosecution or defense of any legal or regulatory Action that is then pending or threatened or under audit and with respect to which the requesting party has notified the other party. Each of Seller and Buyer shall provide the other with written notice at least thirty (30) Business Days prior to transferring, destroying or discarding the last copy of any records, books, work papers, reports, correspondence and other similar materials, and the other party shall have the right, at its expense, to reproduce or take any such materials, if such other party provides written notice stating its intent to reproduce or take such materials no later than twenty (20) Business Days after having received notice that such materials are to be transferred, destroyed, or discarded. Prior to the date hereof, each of Buyer and Seller has provided the other with a true and correct summary of its business-as-usual document retention and destruction policies, procedures and schedules that are generally applicable to such party’s businesses (the “Document Retention Policies”). Notwithstanding anything to the contrary in this Section 5.6(a), so long as its Document Retention Policies are consistent with applicable Law, neither Buyer nor Seller shall be obligated to alter or suspend its Document Retention Policies in order to meet the requirements in this Section 5.6(a), and neither shall be obligated to notify the other prior to destroying or discarding the last copy of any such books, records or information if destruction is consistent with such party’s Document Retention Policies; provided, that (i) neither party shall modify its Document Retention Policies in a way that results in the books, records and information that are the subject of Section 5.6(a) being destroyed or discarded sooner than other books, records and information of such party without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), and (ii) if either party has notified the other party of any books, records or information that are the subject of Section 5.6(a) that are in the possession, custody or control of the non-requesting party and that are reasonably necessary to be preserved for a longer period with respect to the investigation, prosecution or defense of any legal or regulatory action that is then pending or threatened so long as or under audit, then the requesting Party has notified provisions of this Section 5.6 apply to the other Party with prior written notice retention and destruction of the need to retain such books, records or informationand information without regard to the Document Retention Policies.
(b) Following the Closing, for so long as such information is retained by Buyer in accordance with Section 5.8(a5.6(a), Buyer shall, and any applicable Affiliates shall cause the Company, to permit Seller or its Affiliates and its their authorized Representatives, at Seller’s sole cost and expense, Representatives to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Buyer or such Affiliates, to be provided and received in a manner that does not unreasonably interfere with the 50213729.30 conduct of the Business or other businesses of Buyer or its Affiliates following the Closing, the information described in Section 5.8(a5.6(a) and reasonable access to relevant employees to the extent that such access may be reasonably required in connection with (i) the preparation of any Tax Return, accounting records or with respect to any Tax Claim audits or similar proceedings, (ii) any Action relating to Seller, the Company Seller or its Affiliates or the Rolling Mill Businessoperation of the Business Entities or any of their businesses prior to the Closing, or (iii) any Governmental Filing Approvals or matter (including investigations by Governmental Authorities) or (iv) any other valid legal or business purpose. Notwithstanding the foregoing, Seller shall have no right of access to, and Buyer shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Buyer or any of its Affiliates (including the Company) is a party or is subject, (2) result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges), (3) result in the disclosure of any competitively sensitive information of Buyer or of any of its Affiliates (including the Company), or (4) breach a confidentiality or other obligation to a Third Party (provided that Buyer shall use commercially reasonable efforts to obtain the consent of any Third Party with regards to such disclosure), or (B) any consolidated, combined, affiliated or unitary Tax Return which includes Buyer or any of its Affiliates (including the Company) or any Tax-related work papersregulatory matter.
(c) Following the Closing, for so long as such information is retained by Seller in accordance with Section 5.8(a5.6(a), Seller shall permit Buyer and its authorized Representatives, at Buyer’s sole cost and expense, Representatives to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Seller, to the information described in Section 5.8(a5.6(a) and reasonable access to relevant employees to be provided and received in a manner that does not unreasonably interfere with the conduct of the businesses of Seller or its Affiliates following the Closing, to the extent that such access may be reasonably required in connection with (i) the preparation of any Tax Return, accounting records or with any Tax Claim audits or similar proceedings, (ii) any Action relating to the Company or the Rolling Mill Business, (iii) any Governmental Filing Approval or regulatory matter (including investigations by Governmental Authorities) or (iv) any other valid legal or business purpose. Notwithstanding .
(d) From and after the foregoingdate hereof and until the Closing Date, Buyer shall have no right of access to, and Seller shall have no obligation use commercially reasonable efforts to provide, (A) remove and/or redact any information if doing so would reasonably be expected to (1) violate any Contract or Law to which and books and records of Seller or any of its Affiliates described in clauses (a)-(k) of the definition of Excluded Books and Records from the emails (including all archived or historical emails) retained in the email accounts maintained by Seller or its Affiliates for all Transferred Employees (such emails, as so redacted and modified, the “Transferred Emails” and such redacted or removed information and books and records, the “Excluded Emails”). At the Closing, Seller shall provide or shall cause to be provided to Buyer one copy of the Transferred Emails, in a form and format reasonably acceptable to Buyer. From the Closing Date and for a period of ninety (90) days thereafter, Seller and/or its Affiliates, as applicable, shall continue to maintain the email accounts of all Transferred Employees and provide such Transferred Employees with access to such email accounts, consistent with the manner in which such accounts have been maintained and accessed during the period in which the Transferred Emails have been retained in accordance with Seller’s Document Retention Policies (which for emails is generally a party three-year period). Prior to the end of such ninety (90) day access period, Buyer shall determine, in its sole discretion, a subset of market-facing Transferred Employees, for whom, notwithstanding the foregoing, such email accounts will continue to be provided and maintained by Seller and/or its Affiliates, as applicable, in accordance with the foregoing sentence for a period of one (1) year after the Closing Date. Following the one (1) year anniversary of the Closing Date, all access by Buyer and the Transferred Employees to email accounts maintained by Seller or is subject,its Affiliates shall be terminated and Seller and its Affiliates may, notwithstanding anything to the contrary in this Section 5.6, delete such email accounts and all emails contained therein (including archived or historical emails and including any emails sent to such accounts from and after the Closing Date), unless and only to the extent otherwise required by applicable Law, and Seller and its Affiliates shall have no further obligation to hold, maintain or transfer such email accounts or the emails contained therein. For the avoidance of doubt, for so long as Transferred Emails are retained by Seller or any of its Affiliates, they shall be Confidential Information of Buyer and subject to the confidentiality terms set forth in this Agreement. Further, prior to the Closing, the 50213729.30 parties shall mutually agree upon an automatic outbound message to be provided from the Closing Date and for ninety (90) days, or one (1) year, as applicable, thereafter, in response to inbound emails received in the email accounts maintained by Seller or its Affiliates for the Transferred Employees.
Appears in 1 contract
Sources: Master Transaction Agreement (Arch Capital Group Ltd.)
Post-Closing Access. (a) Each Purchaser and HCA acknowledge that, subsequent to the Closing, Purchaser and HCA may each need access to information, documents or computer data in the control or possession of Seller and Buyer shallthe other (or their respective Affiliates), and Buyer shall cause the Company to, preserve and keep all books and records and other information relating HCA may need access to the accounting, legal, Tax, regulatory, business and financial affairs Facilities or other assets of the Company Acquired Entities for purposes of concluding the transactions contemplated herein and the Rolling Mill Business for a period of seven (7) years after the Closing Date (oraudits, in the case of information relating to Taxesinvestigations, until the expiration of any applicable statute of limitations)compliance with governmental requirements, or for a longer period if (i) required by Law (including any statute of limitations regulations and applicable extensions thereof) or any Governmental Authority or (ii) reasonably necessary with respect to requests, and the prosecution or defense of any audit or other legal or regulatory action that is then pending or threatened so long third party claims. Purchaser agrees that, at the sole cost and expense of HCA, except as provided in Section 6.3(e), below, it will make available to HCA, its Affiliates and their respective representatives, agents and independent auditors such documents and information as may be in the requesting Party has notified possession of Purchaser and its Affiliates relating to periods prior to the other Party with Effective Time and will permit HCA, its Affiliates and their respective representatives, agents and independent auditors to make copies of such documents and information. HCA agrees that, at the sole cost and expense of Purchaser, except as provided in Section 6.3(e) below, HCA will make available to Purchaser, its Affiliates and their respective representatives, agents and independent auditors such documents and information as may be in the possession of HCA and its Affiliates relating to periods prior written notice to the Effective Time and will permit Purchaser, its Affiliates and their respective representatives, agents and independent auditors to make copies of the need to retain such books, records or documents and information.
(b) Following Until six months after the Closing, for so long as such information is retained by Buyer in accordance with Section 5.8(a), Buyer shall, and shall cause the Company, later to permit Seller and its authorized Representatives, at Seller’s sole cost and expense, to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Buyer to the information described in Section 5.8(a) to the extent that such access may be reasonably required in connection with occur of (i) the preparation final adjudication of any Tax Returndispute or investigation involving Taxes arising out of the business, accounting records operations or with respect to any Tax Claim or similar proceedingsaffairs of the Acquired Entities before the Effective Time, (ii) the final adjudication of any Action relating matter for which HCA may be required to Sellerindemnify or hold harmless Purchaser, the Company Acquired Entities or any Purchaser Indemnitee pursuant to the Rolling Mill Businessterms of this Agreement, or (iii) any Governmental Filing or matter the running of applicable statutes of limitations, Purchaser will maintain in their original form all medical and other records (including investigations by Governmental Authoritiesall documents, electronic data and other compilations of information in any form) of the Acquired Entities existing as of the Effective Time that relate to the pre-Closing business, operations, assets and properties of the Business, and will give HCA, its Affiliates and their representatives full and complete access to all such Books and Records to the fullest extent reasonably required to enable HCA and its Affiliates to satisfy their respective obligations hereunder or (iv) any other valid legal or business purposeunder applicable Law. Notwithstanding In addition to the foregoing, Seller shall have no right of access to, and Buyer shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Buyer or any of its Affiliates (including following the Company) is a party or is subject, (2) result in a loss expiration of the ability periods described above, Purchaser shall not, without 90 days prior written notification (a “Destruction Notice”) to successfully assert HCA, destroy any pre-Closing Books and Records of the Acquired Entities. Following HCA’s receipt of a claim of privilege (including Destruction Notice, if HCA advises Purchaser in writing within such 90 day period, Purchaser will promptly deliver the attorney-client applicable Books and work product privileges), (3) result in the disclosure of any competitively sensitive information of Buyer or of any of its Affiliates (including the Company), or (4) breach a confidentiality or other obligation Records to a Third Party (provided that Buyer shall use commercially reasonable efforts to obtain the consent of any Third Party with regards to such disclosure), or (B) any consolidated, combined, affiliated or unitary Tax Return which includes Buyer or any of its Affiliates (including the Company) or any Tax-related work papersHCA.
(c) Purchaser acknowledges that as a result of entering into this Agreement and managing the Facilities Purchaser and its Affiliates will gain access to patient and other information which is subject to Laws regarding confidentiality. Purchaser shall abide by (and cause its Affiliates to abide by) any such Laws relating to the confidential information that it acquires. Purchaser shall maintain (and cause its Affiliates to maintain) the patient records held at each Facility or delivered to Purchaser or the Acquired Entities at Closing at the Facilities after Effective Time in accordance with applicable Law (including, if applicable, Section 1861(v)(i)(I) of the Social Security Act (42 U.S.C. § 1395(V)(1)(i)), and requirements of relevant insurance carriers), all in a manner consistent with the maintenance of patient records generated at the Facilities after Closing. HCA and its Affiliates shall be entitled to remove from the Facilities any Books and Records, but only for purposes of pending litigation involving a patient to whom such records refer, as certified in writing prior to removal by counsel retained by HCA or its applicable Affiliate in connection with such litigation. Any Books and Records removed from the Facilities shall be promptly returned to Purchaser following its use by HCA or its Affiliates.
(d) After the Closing, Purchaser agrees to make available to HCA such of Purchaser’s employees as HCA shall reasonably request for the purpose of assisting HCA in the preparation of the Closing Date Balance Sheet and the other components of the Closing Statement pursuant to Section 2.3 hereof (and otherwise complying with Article II hereof) and in connection with the resolution of any objections or disputes with respect to the post-closing adjustments to the Purchase Price in accordance with Section 2.3. Additionally, until the post-closing adjustments to the Purchase Price have been agreed upon by the parties or otherwise determined in accordance with Section 2.3, Purchaser will make reasonable office or administrative space available to employees and representatives of HCA at each Hospital (together with office furniture, equipment and telephone service customarily used by administrative employees of such Hospital) for use in connection with the preparation of the Closing Date Balance Sheet and the other component as of the Closing Statement pursuant to Section 2.3, otherwise complying with Section 2.3, and the resolution of any disputes with respect to the post-closing adjustments to the Purchase Price in accordance with Section 2.3.
(e) Following the Closing, for so long as such information is retained by Seller in accordance with Section 5.8(aPurchaser and HCA shall make available to one another (and to the other’s Affiliates), Seller shall permit Buyer at no charge to the requesting party, the personnel of such Person and its authorized Representatives, at Buyer’s sole cost and expense, to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Seller, to the information described in Section 5.8(a) Affiliates to the extent that such access may be reasonably required by such Person or its Affiliates in connection with (i) the preparation of any Tax Returnlitigation, accounting records investigation or with any Tax Claim other judicial or similar proceedings, (ii) any Action relating administrative proceedings attributable to the Company ownership or operation of the Rolling Mill BusinessBusiness and the Facilities prior to the Effective Time. In the event that HCA or Purchaser provides witnesses pursuant to this section, it shall be entitled to reimbursement from the requesting party for all reasonably incurred out-of-pocket costs and expenses, but not including internal time charges.
(iiif) any Governmental Filing or matter (including investigations by Governmental Authorities) or (iv) any other valid legal or business purpose. Notwithstanding the foregoing, Buyer shall have no HCA’s right of access to, and Seller inspection pursuant to this Section 6.3 shall have no obligation be exercised in such a manner as not to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract cause unreasonable expense or Law to which Seller interfere unreasonably with the operation of the Business or any of its Affiliates is a party or is subject,the Acquired Entities.
Appears in 1 contract
Sources: Stock Purchase Agreement (Lifepoint Hospitals, Inc.)
Post-Closing Access. (a) Each of Following the Initial Closing, Seller and Buyer shall, and Buyer shall cause the Company its Affiliates to, : (i) preserve and keep all books and any records and other information relating of the Retained Companies related to the accounting, legal, Tax, regulatory, business Acquired Companies (and financial affairs of their predecessors) held immediately prior to the Company Final Closing for so long as and to the Rolling Mill Business for a period of extent required by applicable Law (but in no event less than seven (7) years after the Final Closing Date (or, in the case of information relating to Taxes, until the expiration of any applicable statute of limitations), or for a longer period if (i) required by Law (including any statute of limitations and applicable extensions thereof) or any Governmental Authority or (ii) make such records available to Buyer and its Representatives and provide them with reasonable access thereto, as may be reasonably necessary required by Buyer, including (w) in connection with respect any Proceeding, (x) in connection the preparation of financial statements or Tax returns of the Acquired Companies or Buyer or any of its other Affiliates, (y) as required by applicable Law or (z) where relevant to the prosecution or defense of any audit potential Losses or other legal or regulatory action that is then pending or threatened so long as the requesting Party has notified the other Party with prior written notice Liabilities of the need to retain such books, records or informationAcquired Companies.
(b) Following the Final Closing, for so long as such information is retained by Seller shall make available to Buyer in accordance with Section 5.8(a), Buyer shall, and shall cause its Affiliates and Representatives the Company, to permit reasonable assistance and cooperation of the appropriate personnel and Representatives of Seller and its authorized Representatives, at Seller’s sole cost and expense, to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Buyer to Affiliates in the information review of the records described in Section 5.8(a6.12(a) as reasonably requested by Buyer. In addition, following the Final Closing, Seller shall make available to Buyer the extent that such access may be reasonably required employees and Representatives of the Seller and its Affiliates whose assistance, expertise, testimony, notes, recollections or presence (including participation as a witness in connection with a deposition, hearing or trial) is necessary or appropriate to assist Buyer (i) in the defense or prosecution of any Proceeding relating to the Acquired Companies, (ii) in the preparation of any Tax Return, returns or filings or financial or accounting records statements in respect of any of the Acquired Companies or with respect to any Tax Claim or similar proceedings, (ii) any Action relating to Seller, the Company or the Rolling Mill Business, (iii) any Governmental Filing or matter (including investigations by Governmental Authorities) or (iv) any other valid legal or business purpose. Notwithstanding the foregoing, Seller shall have no right of access to, and Buyer shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Buyer or any of its other Affiliates (including the Company) is a party or is subject, (2) result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges), (3) result in the disclosure of any competitively sensitive information of Buyer or of any of its Affiliates (including the Company), or (4) breach a confidentiality or other obligation to a Third Party (provided that Buyer shall use commercially reasonable efforts to obtain the consent of any Third Party with regards to such disclosure), or (B) any consolidated, combined, affiliated or unitary Tax Return which includes Buyer or any of its Affiliates (including the Company) or any Tax-related work papers.
(c) Following the Closing, for so long as such information is retained by Seller in accordance with Section 5.8(a), Seller shall permit Buyer and its authorized Representatives, at Buyer’s sole cost and expense, to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Seller, to the information described in Section 5.8(a) to the extent that such access may be reasonably required in connection with (i) the preparation of any Tax Return, accounting records or with any Tax Claim or similar proceedings, (ii) any Action relating to the Company or the Rolling Mill Business, (iii) any Governmental Filing or matter (including investigations by Governmental Authorities) or (iv) any other valid legal or business purpose. Notwithstanding in the foregoingtransition of the business, Buyer shall have no right operations and employees of access to, and the HVDH Companies from Seller shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Seller or any of its Affiliates is a party or is subject,Buyer.
Appears in 1 contract
Sources: Share Purchase Agreement (Harvest Natural Resources, Inc.)
Post-Closing Access. (a) Each of Seller and Buyer shall, and Buyer shall cause the Company to, Purchaser agrees to preserve and keep all books (x) Transferred Books and Records and (y) such similar books, records and other information relating materials that were indirectly transferred to Purchaser by virtue of the transfer and delivery of the NewCo Equity Interests, in each case, that, except as otherwise provided in the Transaction Documents, are related to the accountingperiod prior to the Closing (clauses (x) and (y), legalthe “Purchaser Retained Records”), Taxand not to destroy or dispose of any such Purchaser Retained Records until the date that is the later of (i) the date on which Purchaser’s or its Affiliates’, regulatoryas applicable, business generally applicable record retention policies and financial affairs procedures permit Purchaser or its Affiliates, as applicable, to destroy or dispose such Purchaser Retained Records and (ii) such later date as may be required by Law, subject to Section 5.5(b).
(b) Purchaser shall provide Seller with written notice sixty (60) days prior to destroying or disposing of the Company last copy of any Purchaser Retained Records (except in accordance with its record retention policies consistent with past practice) that may be reasonably required to be retained by Seller in connection with the matters set forth in clauses (i) through (iv) of Section 5.5(c), as applicable, and Seller shall have the Rolling Mill Business for right, at its expense, to reproduce or take any such materials no later than twenty (20) days after having received notice that such materials are to be destroyed or disposed of.
(c) For a period of seven (7) years after following the Closing Date (or, in the case of information relating to Taxes, until the expiration of any applicable statute of limitations), or for a longer such shorter period if (i) required by Law (including any statute of limitations and applicable extensions thereof) or any Governmental Authority or (ii) reasonably necessary with respect to the prosecution or defense of any audit or other legal or regulatory action that is then pending or threatened so long as the requesting Party has notified the other Party with prior written notice of the need applicable Purchaser Retained Records are required to retain such books, records or information.
(b) Following the Closing, for so long as such information is be retained by Buyer Purchaser in accordance with Section 5.8(a5.5(a), Buyer shallPurchaser and any applicable Affiliates shall permit Seller, the other Seller Entities and shall cause the Company, to permit Seller their respective Affiliates and its authorized Representatives, at Seller’s sole cost and expense, Representatives to have commercially reasonable access and duplication rights (including the right to make copies) during normal business hours, upon reasonable prior written notice to Buyer Purchaser or such Affiliates, to the information described in Section 5.8(a) Purchaser Retained Records to the extent that such access may be reasonably required in connection with (i) the preparation of any Tax Return, accounting records or with respect to any Tax Claim audits or similar proceedings, (ii) any Action Proceeding (other than a Proceeding between Seller or any of its Affiliates, on the one hand, and Purchaser or any of its Affiliates, on the other hand) relating to Seller, the Company operation of the GES Business prior to the Closing (except as otherwise provided in the Transaction Documents) or the Rolling Mill Business, (iii) any Governmental Filing or matter regulatory matter. For a period of seven (including investigations by Governmental Authorities7) or (iv) any other valid legal or business purpose. Notwithstanding years following the foregoingClosing Date, each of Seller and Purchaser shall have no right of access touse, and Buyer shall have no obligation cause their Affiliates to provideuse, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Buyer or any of its Affiliates (including the Company) is a party or is subject, (2) result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges), (3) result in the disclosure of any competitively sensitive information of Buyer or of any of its Affiliates (including the Company), or (4) breach a confidentiality or other obligation to a Third Party (provided that Buyer shall use commercially reasonable efforts to obtain allow the consent of any Third other Party with regards and their respective Affiliates and authorized Representatives to have commercially reasonable access to such disclosure)Party’s Books and Records, or (B) any consolidatedemployees and auditors, combined, affiliated or unitary Tax Return which includes Buyer or any of its Affiliates (including the Company) or any Tax-related work papers.
(c) Following the Closing, for so long as such information is retained by Seller in accordance with Section 5.8(a), Seller shall permit Buyer upon reasonable prior notice and its authorized Representatives, at Buyer’s sole cost and expense, to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Seller, to the information described in Section 5.8(a) to the extent that such access may be if reasonably required in connection with (iA) the preparation of any Tax Return, accounting records or with any Tax Claim audits or similar proceedings, (iiB) any Action Proceeding relating to the Company or operation of the Rolling Mill Business, GES Business prior to the Closing (iii) any Governmental Filing or matter (including investigations by Governmental Authoritiesexcept as otherwise provided in the Transaction Documents) or (ivC) any other valid legal or business purposeregulatory matter. Notwithstanding the foregoing, Buyer shall have no right such access provided by a Party pursuant to this Section 5.5(c) may be limited on the basis of access tothe Access Exceptions, and Seller shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Seller or any of its Affiliates is a party or is subject,applied mutatis mutandis.
Appears in 1 contract
Sources: Securities and Asset Purchase Agreement (S&P Global Inc.)
Post-Closing Access. (a) Each of Seller and Buyer Purchaser agrees that it shall, and Buyer shall cause the Company its controlled Affiliates to, preserve and keep all the books of accounts and records financial and other information Records held by it relating to the accounting, legal, Tax, regulatory, business and financial affairs of the Company and the Rolling Mill Business (including accountants’ work papers) for a period of seven (7) years after from the Closing Date (orDate; provided, in the case of information relating that prior to Taxes, until the expiration disposing of any such Records after such period, the applicable statute of limitations), or for a longer period if (i) required by Law (including any statute of limitations and applicable extensions thereof) or any Governmental Authority or (ii) reasonably necessary with respect Person shall provide written notice to the prosecution or defense Seller of any audit or other legal or regulatory action that its intent to dispose of such Records and shall provide the Seller with the opportunity to take ownership and possession of such Records (at the Seller’s sole expense) within sixty (60) days after such notice is then pending or threatened so long as delivered. If the requesting Party has notified Seller does not confirm its intention in writing to take ownership and possession of such records within such sixty (60)-day period, the other Party Person who possesses the records may proceed with prior written notice the disposition of the need to retain such books, records or informationrecords.
(b) Following After the Closing, for so long as such information is retained by Buyer in accordance with Section 5.8(a), Buyer shall, and shall cause the Company, to permit Seller and its authorized RepresentativesPurchaser shall make, or cause to be made, all Records, Other Records and other information and all employees, in each case, relating to the Business prior to the Closing (including by making them available for interviews, review of files or pleadings, preparation and provision of witness statements, depositions, interrogatories, testimony, investigation and preparation in connection with any negotiations, legal or arbitration Action) available to the other, at Seller’s sole cost and expensesuch times, to have reasonable access and duplication rights during normal business hours, upon and places as may be reasonably required by such party, and at the sole expense of the requesting party, (i) in connection with any audit or investigation of, insurance claims by, Actions or disputes involving, or governmental investigations of, the Seller or Purchaser or any of their respective Affiliates, (ii) in order to enable the Seller or Purchaser to comply with its obligations under this Agreement, any of the other Transaction Documents and each other agreement, document or instrument contemplated hereby or thereby or (iii) for any other reasonable prior written notice to Buyer business purpose relating to the Seller, Purchaser or any of their respective Affiliates, but excluding, in each case, any dispute between the Seller Group, on the one hand, and Purchaser or any of its Affiliates, on the other hand, except as would be required by applicable civil process or applicable discovery rules; provided, that the requesting or reviewing party and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the conduct of the Business or the Retained Businesses, as applicable; provided, further, that no party shall be obligated to provide such access or information described if such party determines, in its reasonable judgment, that doing so would (A) violate applicable Law or (B) based on the opinion of outside counsel, jeopardize the protection of an attorney-client privilege, attorney work product protection or other legal privilege. In any such event, the parties shall use their commercially reasonable efforts to develop an arrangement to communicate, to the extent feasible, the applicable information or a portion thereof in a manner that would not (i) violate applicable Law or (ii) waive such privilege or protection; provided, that (A) the disclosing party shall not be required to incur any costs or expenses in connection therewith and (B) if the Seller is the disclosing party, the Seller may redact portions of any information provided pursuant to this Section 5.8(a7.07(b) to the extent that such access may portions relate exclusively to the Retained Businesses or the Excluded Assets. All requests for information made pursuant to this Section 7.07(b) shall be reasonably required directed to the executive officer or other Person designated by the relevant disclosing party. Notwithstanding anything to the contrary in connection with (i) this Agreement or otherwise, in the preparation event of any Tax Return, accounting records or with respect to any Tax Claim or similar proceedings, (ii) any Action relating to Seller, the Company or the Rolling Mill Business, (iii) any Governmental Filing or matter (including investigations by Governmental Authorities) or (iv) any other valid legal or business purpose. Notwithstanding the foregoing, Seller shall have no right of access to, and Buyer shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Buyer dispute between Purchaser or any of its Affiliates (including Affiliates, on the Company) is a party or is subject, (2) result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges), (3) result in the disclosure of any competitively sensitive information of Buyer or of any of its Affiliates (including the Company), or (4) breach a confidentiality or other obligation to a Third Party (provided that Buyer shall use commercially reasonable efforts to obtain the consent of any Third Party with regards to such disclosure), or (B) any consolidated, combined, affiliated or unitary Tax Return which includes Buyer or any of its Affiliates (including the Company) or any Tax-related work papers.
(c) Following the Closing, for so long as such information is retained by Seller in accordance with Section 5.8(a), Seller shall permit Buyer and its authorized Representatives, at Buyer’s sole cost and expense, to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Seller, to the information described in Section 5.8(a) to the extent that such access may be reasonably required in connection with (i) the preparation of any Tax Return, accounting records or with any Tax Claim or similar proceedings, (ii) any Action relating to the Company or the Rolling Mill Business, (iii) any Governmental Filing or matter (including investigations by Governmental Authorities) or (iv) any other valid legal or business purpose. Notwithstanding the foregoing, Buyer shall have no right of access toone hand, and Seller shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which the Seller or any of its Affiliates is a party or is subject,Affiliates, on the other hand, the applicable rules of discovery (and not this Section 7.07(b)) shall apply.
Appears in 1 contract
Sources: Asset Purchase Agreement (Goodyear Tire & Rubber Co /Oh/)
Post-Closing Access. (a) Each of Seller and Buyer The Purchaser agrees that it shall, and Buyer shall cause the Company its Affiliates to, preserve and keep all the books of accounts and records financial and other information Records held by it relating to the accounting, legal, Tax, regulatory, business and financial affairs of the Company and the Rolling Mill Business (including accountants’ work papers) for a period of seven (7) years after from the Closing Date (or, in the case of information relating Date; provided that prior to Taxes, until the expiration disposing of any such Records after such period, the applicable statute of limitations), or for a longer period if (i) required by Law (including any statute of limitations and applicable extensions thereof) or any Governmental Authority or (ii) reasonably necessary with respect Person shall provide written notice to the prosecution or defense Seller Parties of any audit or other legal or regulatory action that its intent to dispose of such Records and shall provide the Seller Parties with the opportunity to take ownership and possession of such Records (at the Seller Parties’ sole expense) within sixty (60) days after such notice is then pending or threatened so long as delivered. If the requesting Party has notified Seller Parties do not confirm their intention in writing to take ownership and possession of such Records within such sixty (60)-day period, the other Party Person who possesses the Records may proceed with prior written notice the disposition of the need to retain such books, records or informationRecords.
(b) Following After the Closing, the Seller Parties and the Purchaser shall make, or cause to be made, all Records and other information and all employees and auditors, in each case, relating to the Business (including by making them available for so long interviews, review of files or pleadings, preparation and provision of witness statements, depositions, interrogatories, testimony, investigation and preparation in connection with any negotiations, legal or arbitration Action) available to the other, at such times and places as may be reasonably required by such information is retained by Buyer in accordance with Section 5.8(a), Buyer shallparty, and at the sole expense of the requesting party, in connection with any audit or investigation of, insurance claims by, Actions or disputes involving, or governmental investigations of, a Seller Party or the Purchaser or any of their respective Affiliates, in order to enable the Seller Parties or the Purchaser to comply with its obligations under this Agreement, any of the other Transaction Documents and each other agreement, document or instrument contemplated hereby or thereby or for any other reasonable business purpose relating to a Seller Party, the Purchaser or any of their respective Affiliates, but excluding, in each case, any dispute between the Seller Parties or any of their respective Affiliates, on the one hand, and the Purchaser or any of its Affiliates, on the other hand, except as would be required by applicable civil process or applicable discovery rules; provided that the reviewing party and its Representatives shall cause conduct any such activities in such a manner as not to interfere in any material respect with the Companyconduct of the Business or the Retained Businesses, as applicable; provided further that no party shall be obligated to provide such access or information if such party determines, in its reasonable judgment, that doing so could violate applicable Law, an applicable Judgment or a Contract or obligation of confidentiality owing to a third party or jeopardize the protection of an attorney-client privilege, attorney work product protection or other legal privilege. In any such event, at the requesting party’s reasonable request, the parties shall use their commercially reasonable efforts to develop an arrangement to communicate, to permit the extent feasible, the applicable information or a portion thereof in a manner that would not violate applicable Law, Judgment or obligation or risk waiver of such privilege; provided that the disclosing party shall not be required to incur any costs or expenses in connection therewith and if a Seller and its authorized RepresentativesParty is the disclosing party, at Seller’s sole cost and expense, such Seller Party may redact portions of any information provided pursuant to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Buyer to the information described in this Section 5.8(a7.08(b) to the extent that such access may be reasonably required in connection with (i) portions relate exclusively to the preparation of any Tax Return, accounting records or with respect to any Tax Claim or similar proceedings, (ii) any Action relating to Seller, the Company Retained Businesses or the Rolling Mill Business, (iiiExcluded Assets. All requests for information made pursuant to this Section 7.08(b) any Governmental Filing or matter (including investigations by Governmental Authorities) or (iv) any other valid legal or business purpose. Notwithstanding shall be directed to the foregoing, Seller shall have no right of access to, and Buyer shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Buyer or any of its Affiliates (including the Company) is a party or is subject, (2) result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges), (3) result in the disclosure of any competitively sensitive information of Buyer or of any of its Affiliates (including the Company), or (4) breach a confidentiality executive officer or other obligation to a Third Party (provided that Buyer shall use commercially reasonable efforts to obtain Person designated by the consent of any Third Party with regards to such disclosure), or (B) any consolidated, combined, affiliated or unitary Tax Return which includes Buyer or any of its Affiliates (including the Company) or any Tax-related work papersrelevant disclosing party.
(c) Following the Closing, for so long as such information is retained by Seller in accordance with Section 5.8(a), Seller shall permit Buyer and its authorized Representatives, at Buyer’s sole cost and expense, to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Seller, to the information described in Section 5.8(a) to the extent that such access may be reasonably required in connection with (i) the preparation of any Tax Return, accounting records or with any Tax Claim or similar proceedings, (ii) any Action relating to the Company or the Rolling Mill Business, (iii) any Governmental Filing or matter (including investigations by Governmental Authorities) or (iv) any other valid legal or business purpose. Notwithstanding the foregoing, Buyer shall have no right of access to, and Seller shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Seller or any of its Affiliates is a party or is subject,
Appears in 1 contract
Post-Closing Access. (a) Each of The Seller and Buyer shall, and Buyer shall cause each other member of the Company Seller Group to, use commercially reasonable efforts to deliver or cause to be delivered to the Purchaser at the Closing all properties, books, records, Contracts, information and documents in the Seller’s, such member of the Seller Group’s or any of their respective Affiliates’ possession relating to the Business that are part of the Transferred Assets. As soon as is reasonably practicable after the Closing, the Seller shall, and shall cause each other member of the Seller Group to, deliver or cause to be delivered to the Purchaser any remaining properties, books, records, Contracts, information and documents relating to the Business that are part of the Transferred Assets that are not already in the possession or control of the Purchaser.
(b) The Purchaser agrees that it will, and will cause its Subsidiaries to, preserve and keep the books of accounts and financial and other records held by it relating to the Business (including accountants’ work papers) for a period of seven years from the Closing Date; provided that, prior to disposing of any such records after such period, the applicable Person shall provide written notice to the Seller of its intent to dispose of such records and shall provide the Seller with the opportunity to take ownership and possession of such records (at the Seller’s sole expense) within 30 days after such notice is delivered. If the Seller does not confirm its intention in writing to take ownership and possession of such records within such 30-day period, the Person who possesses the records may proceed with the disposition of such records.
(c) The Seller and the Purchaser shall make, or cause to be made, all books and records and other information relating to the accounting, legal, Tax, regulatory, business Business and financial affairs of the Company all employees and the Rolling Mill Business for a period of seven (7) years after the Closing Date (or, in the case of information relating to Taxes, until the expiration of any applicable statute of limitations), or for a longer period if (i) required by Law auditors (including by making them available for depositions, interrogatories, testimony, investigation and preparation in connection with any statute of limitations and applicable extensions thereoflegal or arbitration proceeding) or any Governmental Authority or (ii) reasonably necessary with respect available to the prosecution or defense of any audit or other legal or regulatory action that is then pending or threatened so long other, as the requesting Party has notified the other Party with prior written notice of the need to retain such books, records or information.
(b) Following the Closing, for so long as such information is retained by Buyer in accordance with Section 5.8(a), Buyer shall, and shall cause the Company, to permit Seller and its authorized Representatives, at Seller’s sole cost and expense, to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Buyer to the information described in Section 5.8(a) to the extent that such access may be reasonably required by such party, and at the sole expense of the requesting party, (i) in connection with (i) any audit or investigation of, insurance claims by, legal proceedings against, disputes involving, or governmental investigations of, the preparation Seller or the Purchaser or any of any Tax Return, accounting records or with respect to any Tax Claim or similar proceedingstheir respective Affiliates, (ii) in order to enable the Seller or the Purchaser to comply with its obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby or (iii) for any Action other reasonable business purpose relating to the Seller, the Company or the Rolling Mill Business, (iii) any Governmental Filing or matter (including investigations by Governmental Authorities) or (iv) any other valid legal or business purpose. Notwithstanding the foregoing, Seller shall have no right of access to, and Buyer shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Buyer Purchaser or any of its Affiliates (including their respective Affiliates, but excluding, in each case, any dispute between the Company) is a party or is subject, (2) result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges), (3) result in the disclosure of any competitively sensitive information of Buyer or of any of its Affiliates (including the Company), or (4) breach a confidentiality or other obligation to a Third Party (provided that Buyer shall use commercially reasonable efforts to obtain the consent of any Third Party with regards to such disclosure), or (B) any consolidated, combined, affiliated or unitary Tax Return which includes Buyer or any of its Affiliates (including the Company) or any Tax-related work papers.
(c) Following the Closing, for so long as such information is retained by Seller in accordance with Section 5.8(a), Seller shall permit Buyer and its authorized Representatives, at Buyer’s sole cost and expense, to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Seller, to the information described in Section 5.8(a) to the extent that such access may be reasonably required in connection with (i) the preparation of any Tax Return, accounting records or with any Tax Claim or similar proceedings, (ii) any Action relating to the Company or the Rolling Mill Business, (iii) any Governmental Filing or matter (including investigations by Governmental Authorities) or (iv) any other valid legal or business purpose. Notwithstanding the foregoing, Buyer shall have no right of access to, and Seller shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Seller or any of its Affiliates is a party Affiliates, on the one hand, and the Purchaser or is subject,any of its Affiliates, on the other hand, except as would be required by applicable civil process or applicable discovery rules
(d) Promptly following the Closing, the Seller shall provide the Purchaser with an electronic copy of the virtual data room maintained by Intralinks in connection with the transactions contemplated by this Agreement as it existed as of the close of business on the day prior to the Closing.
Appears in 1 contract
Post-Closing Access. (a) Sellers will use commercially reasonable efforts to deliver or cause to be delivered to Purchaser at the Closing all properties, books, records, Contracts, information and documents in their or their Affiliates’ possession that are part of the Purchased Assets. As soon as is reasonably practicable after the Closing, Sellers will deliver or cause to be delivered to Purchaser any remaining properties, books, records, Contracts, information and documents that are part of the Purchased Assets that are not already in the possession or control of Purchaser.
(b) Each of Seller the Sellers and Buyer shallPurchaser agrees that it will, and Buyer shall will cause the Company its Subsidiaries to, preserve and keep all the books and records of accounts, financial and other information records held by it relating to the accounting, legal, Tax, regulatory, business and financial affairs of the Company and the Rolling Mill Business (including accountants’ work papers) for a period of seven (7) years after from the Closing Date (or, in the case of information relating to Taxes, until the expiration of any applicable statute of limitations), or for a longer period if (i) required by Law (including any statute of limitations and applicable extensions thereof) or any Governmental Authority or (ii) reasonably necessary with respect to the prosecution or defense of any audit or other legal or regulatory action that is then pending or threatened so long as the requesting Party has notified the other Party with prior written notice of the need to retain such books, records or information.
(b) Following the Closing, for so long as such information is retained by Buyer in accordance with Section 5.8(atheir respective corporate records retention policies; provided that prior to disposing of any such records in accordance with such policies (if such records would be disposed of prior to the tenth anniversary of the Closing Date), Buyer shall, and the applicable party shall cause the Company, to permit Seller and its authorized Representatives, at Seller’s sole cost and expense, to have reasonable access and duplication rights during normal business hours, upon reasonable prior provide written notice to Buyer the other party of its intent to dispose of such records and shall provide such other party the information described in Section 5.8(aopportunity to take ownership and possession of such records (at such other party’s sole expense) to the extent that they relate to such access may be reasonably required other party’s business or obligations within thirty (30) days after such notice is delivered. If such other party does not confirm its intention in connection with (i) the preparation writing to take ownership and possession of any Tax Return, accounting such records or with respect to any Tax Claim or similar proceedings, (ii) any Action relating to Sellerwithin such 30- day period, the Company or party who possesses the Rolling Mill Business, (iii) any Governmental Filing or matter (including investigations by Governmental Authorities) or (iv) any other valid legal or business purpose. Notwithstanding records may proceed with the foregoing, Seller shall have no right disposition of access to, and Buyer shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Buyer or any of its Affiliates (including the Company) is a party or is subject, (2) result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges), (3) result in the disclosure of any competitively sensitive information of Buyer or of any of its Affiliates (including the Company), or (4) breach a confidentiality or other obligation to a Third Party (provided that Buyer shall use commercially reasonable efforts to obtain the consent of any Third Party with regards to such disclosure), or (B) any consolidated, combined, affiliated or unitary Tax Return which includes Buyer or any of its Affiliates (including the Company) or any Tax-related work papersrecords.
(c) Following the Closing, for so long as such Sellers and Purchaser shall make all records and other information is retained by Seller in accordance with Section 5.8(a), Seller shall permit Buyer and its authorized Representatives, at Buyer’s sole cost and expense, to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Seller, relating to the information described Business and all employees and auditors (including by making them available for depositions, interrogatories, testimony, investigation and preparation in Section 5.8(aconnection with any legal or arbitration proceeding) available to the extent that such access other as may be reasonably required in connection with by such party (i) the preparation in connection with, among other things, any audit or investigation of, insurance claims by, legal proceedings against, disputes involving or governmental investigations of any Tax ReturnSeller or Purchaser or any of their respective Affiliates, accounting records or with any Tax Claim or similar proceedingsincluding the Honeywell Filter Litigation, (ii) in order to enable any Action relating Seller or Purchaser to the Company comply with their respective obligations under this Agreement and each other agreement, document or the Rolling Mill Businessinstrument contemplated hereby or thereby, or (iii) any Governmental Filing or matter (including investigations by Governmental Authorities) or (iv) for any other valid legal reasonable business purpose relating to any Seller, Purchaser or business purpose. Notwithstanding the foregoingany of their respective Affiliates and Subsidiaries, Buyer shall have no right of access tobut excluding, and Seller shall have no obligation to providein each case, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Seller dispute between Honeywell or any of its Affiliates, on the one hand, and Purchaser or any of its Affiliates, on the other hand, except as would be required by applicable civil process or permitted by applicable discovery rules.
(d) Notwithstanding anything to the contrary contained herein and without limiting the generality of this Section 5.4, Honeywell and Purchaser understand and agree that Honeywell will, after the Closing Date, retain the exclusive right to control, defend against, negotiate, settle or otherwise deal with any and all aspects of the Honeywell Filter Litigation, provided that Honeywell will keep Purchaser reasonably informed of the status of and material developments in the Honeywell Filter Litigation. Purchaser further agrees to and to cause its Subsidiaries (including, after the Closing Date, the Transferred Entities) and their respective employees and representatives to, cooperate in good faith with Honeywell and its employees and representatives in connection with such control, defense, negotiation or settlement of the Honeywell Filter Litigation, at Honeywell’s expense. Without limiting the generality of the foregoing, Purchaser shall and shall cause its Subsidiaries (including, after the Closing Date, the Transferred Entities) to, (i) deliver to Honeywell any and all notices or other correspondence received by Purchaser, the Transferred Entities or any of their Subsidiaries and Affiliates is a party relating to the Honeywell Filter Litigation; (ii) maintain all books, records and materials (in whatever form maintained, whether documentary, electronically stored or is subject,otherwise) pertinent to the Honeywell Filter Litigation unless and until Honeywell instructs otherwise; and (iii) subject to compliance with applicable Laws, provide Honeywell and its representatives, advisors and employees, reasonable access, during normal business hours and upon reasonable advance notice, to the Business facilities and all books, records and materials (in whatever form maintained, whether documentary, electronically stored or otherwise), employees and properties of the Business facilities as may be reasonably required by Honeywell in connection with all matters relating to the Honeywell Filter Litigation, and to make employees available as reasonably requested by Honeywell depositions, interrogatories, court testimony and other legal inquiries and procedures associated with the Honeywell Filter Litigation (including preparation therefor), at Honeywell’s expense, including reimbursement of any reasonable out-of-pocket expenses (including attorney’s fees) actually incurred and documented incurred by Purchaser or its Subsidiaries and Affiliates in complying with this Section 5.4(d).
Appears in 1 contract
Sources: Stock and Asset Purchase Agreement (Honeywell International Inc)
Post-Closing Access. (a) Each of Seller and Buyer PIL shall, and Buyer shall cause its Affiliates (including, after the Company Closing, the Moneda Entities) to, preserve and keep all books and records and other all information relating to the accounting, legal, Tax, regulatory, business and financial affairs of the Company and the Rolling Mill Business Moneda Entities or assets that are obtained by PIL hereunder, for a period of seven reasonable period, which shall in no event be less than ten (710) years after the Closing Date (or, in the case of information relating to Taxes, until the expiration of any applicable statute of limitations)Date, or for a any longer period if as may be (i) required by Applicable Law (including any statute of limitations and applicable extensions thereof) or any Governmental Authority or (ii) reasonably necessary with respect to the prosecution or defense of any audit Proceeding (including for these purposes, under Article 2 (The Transactions), Article 8 (Tax Matters) or other legal or regulatory action Article 9 (Indemnification)) that is then pending or threatened so long as the requesting Party in writing, or audit and with respect to which a Moneda Shareholder has notified the other Party with prior written notice of PIL as to the need to retain such books, records or information.
(b) Following the Closing, for so long as such information is retained by Buyer PIL in accordance with Section 5.8(a5.5(a), Buyer PIL shall, and shall cause the CompanyMoneda Entities to, subject to Applicable Law, permit Seller the Moneda Shareholders and its their authorized Representatives, at Seller’s sole cost and expense, Agents to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Buyer PIL, to the information described in Section 5.8(a5.5(a) and the Agents of PIL and the Moneda Entities to the extent that such access may be reasonably required in connection with (i) the preparation of any Tax Return, accounting records or with respect to any Tax Claim audits or similar proceedings, (ii) any Action Proceeding (including for these purposes, under Article 2 (The Transactions), Article 8 (Tax Matters) or Article 9 (Indemnification)) relating to Seller, the a Moneda Shareholder or any Acquired Company or the Rolling Mill Business, (iii) any Governmental Filing Authority or matter (including investigations by Governmental Authorities) or (iv) any other valid legal or business purpose. Notwithstanding the foregoing, Seller shall have no right of access to, and Buyer shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Buyer or any of its Affiliates (including the Company) is a party or is subject, (2) result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges), (3) result in the disclosure of any competitively sensitive information of Buyer or of any of its Affiliates (including the Company), or (4) breach a confidentiality or other obligation to a Third Party (provided that Buyer shall use commercially reasonable efforts to obtain the consent of any Third Party with regards to such disclosure), or (B) any consolidated, combined, affiliated or unitary Tax Return which includes Buyer or any of its Affiliates (including the Company) or any Tax-related work papersregulatory matter.
(c) Following the Closing, for so long as such information is retained by Seller in accordance with Section 5.8(a), Seller shall permit Buyer and its authorized Representatives, at Buyer’s sole cost and expense, to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Seller, to the information described in Section 5.8(a) to the extent that such access may be reasonably required in connection with (i) the preparation of any Tax Return, accounting records or with any Tax Claim or similar proceedings, (ii) any Action relating to the Company or the Rolling Mill Business, (iii) any Governmental Filing or matter (including investigations by Governmental Authorities) or (iv) any other valid legal or business purpose. Notwithstanding the foregoing, Buyer shall have no right of access to, and Seller shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Seller or any of its Affiliates is a party or is subject,
Appears in 1 contract
Post-Closing Access. (a) Each of Seller and Buyer Purchaser agrees that it shall, and Buyer shall cause the Company its Affiliates to, preserve and keep all the books of accounts and records financial and other information Records held by it relating to the accounting, legal, Tax, regulatory, business and financial affairs of the Company and the Rolling Mill Business (including accountants’ work papers) for a period of seven (7) years after from the Closing Date Date; provided that no later than ninety (or, in the case of information relating 90) days prior to Taxes, until the expiration of any applicable statute of limitations)such seven (7) year period, or for a longer period if (i) required by Law (including any statute of limitations and applicable extensions thereof) or any Governmental Authority or (ii) reasonably necessary with respect to the prosecution or defense of any audit or other legal or regulatory action that is then pending or threatened so long as the requesting Party has notified the other Party with prior Seller may provide written notice to Purchaser of its intent to take ownership and possession of such Records (at the need to retain Seller’s sole expense) within sixty (60) days after the expiration of such booksperiod, records or informationin which event Purchaser shall not dispose of such Records. If the Seller does not take ownership and possession of such Records within such sixty (60)-day period, Purchaser may proceed with the disposition of such Records.
(b) Following After the Closing, for so long as such information is retained a period of seven (7) years or any longer period required by Buyer in accordance with Section 5.8(a)applicable Law, Buyer shall, and shall cause the Company, to permit Seller and its authorized RepresentativesPurchaser shall make, at Seller’s sole cost or cause to be made, all Records and expenseother information and all employees and auditors, to have reasonable access and duplication rights during normal business hoursin each case, upon reasonable prior written notice to Buyer to the information described in Section 5.8(a) only to the extent that relating to the Business (including by making them available for interviews, review of files or pleadings, preparation and provision of witness statements, depositions, interrogatories, testimony, investigation and preparation in connection with any negotiations, legal or arbitration Action) available to the other, at such access times and places as may be reasonably required by such party upon reasonable advance notice, and at the sole expense of the requesting party, (i) in connection with (i) any audit or investigation of, insurance claims by, Actions or disputes involving, or governmental investigations of, the preparation Seller or Purchaser or any of any Tax Return, accounting records or with respect to any Tax Claim or similar proceedingstheir respective Affiliates, (ii) in order to enable the Seller or Purchaser to comply with its obligations under this Agreement, any Action relating to Sellerof the other Transaction Documents and each other agreement, the Company document or the Rolling Mill Business, instrument contemplated hereby or thereby or (iii) any Governmental Filing or matter (including investigations by Governmental Authorities) or (iv) for any other valid legal reasonable business purpose relating to the Seller, Purchaser or business purpose. Notwithstanding any of their respective Affiliates, but excluding, in each case, any dispute between the foregoing, Seller shall have no right of access to, and Buyer shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Buyer or any of its Affiliates Affiliates, on the one hand, and Purchaser or any of its Affiliates, on the other hand, except as would be required by applicable civil process or applicable discovery rules; provided that the reviewing party and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the conduct of the Business or the Retained Businesses, as applicable; provided, further that no party shall be obligated to provide such access or information if such party determines, in its reasonable judgment, that doing so could (including A) violate or prejudice the Company) is a party or is subjectrights of its customers, (2) result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges), (3B) result in the disclosure of any Trade Secrets or competitively sensitive or classified information to third parties, (C) violate applicable Law, an applicable Judgment or a Contract or obligation of Buyer or confidentiality owing to a third party, (D) jeopardize the protection of any of its Affiliates (including the Company)an attorney-client privilege, or (4) breach a confidentiality attorney work product protection or other obligation legal privilege, (E) be adverse to a Third Party (provided that Buyer shall use commercially reasonable efforts to obtain the consent interests of any Third Party with regards to such disclosure), or (B) any consolidated, combined, affiliated or unitary Tax Return which includes Buyer party or any of its Affiliates (including the Company) in any pending or any Tax-related work papers.
(c) Following the Closing, for so long as such information is retained by Seller in accordance with Section 5.8(a), Seller shall permit Buyer and its authorized Representatives, at Buyer’s sole cost and expense, to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Seller, to the information described in Section 5.8(a) to the extent that such access may be reasonably required in connection with (i) the preparation of any Tax Return, accounting records or with any Tax Claim or similar proceedingsthreatened Action, (iiF) any Action relating to the Company or the Rolling Mill Business, (iii) any Governmental Filing or matter (including investigations by Governmental Authorities) or (iv) any other valid legal or business purpose. Notwithstanding the foregoing, Buyer shall have no right of access to, and Seller shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Seller expose such party or any of its Affiliates to risk of Liability for disclosure of sensitive or personal information or (G) reasonably be prohibited by or inadvisable due to COVID-19 or any COVID-19 Measures. In any such event, at the requesting party’s reasonable request, the parties shall use their commercially reasonable efforts to develop an arrangement to communicate, to the extent feasible, the applicable information or a portion thereof in a manner that would not violate applicable Law, Judgment or obligation or risk waiver of such privilege or protection or risk such Liability or prohibited or inadvisable action; provided that (i) the disclosing party shall not be required to incur any costs or expenses in connection therewith and (ii) if the Seller is a party the disclosing party, the Seller may redact portions of any information provided pursuant to this Section 7.07(b) to the extent such portions relate exclusively to the Retained Businesses or is subject,the Excluded Assets. All requests for information made pursuant to this Section 7.07(b) shall be directed to the executive officer or other Person designated by the relevant disclosing party.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Ashland Global Holdings Inc)
Post-Closing Access. (a) Each of the Purchaser and the Seller and Buyer agrees that it shall, and Buyer shall cause the Company its Affiliates to, preserve and keep all the books of accounts and records financial and other information records held by it relating to the accounting, legal, Tax, regulatory, business and financial affairs of the Company and the Rolling Mill Business (including accountants’ work papers) for a period of seven (7) years after from the Closing Date (or, in the case of information relating Date; provided that prior to Taxes, until the expiration disposing of any such records after such period, the applicable statute of limitations), or for a longer period if (i) required by Law (including any statute of limitations and applicable extensions thereof) or any Governmental Authority or (ii) reasonably necessary with respect Person shall provide written notice to the prosecution or defense other party of any audit or other legal or regulatory action that its intent to dispose of such records and shall provide such party with the opportunity to take ownership and possession of such records (at such party’s sole expense) within sixty (60) days after such notice is then pending or threatened so long as delivered. If either party does not confirm their intention in writing to take ownership and possession of such records within such sixty (60)-day period, the requesting Party has notified Person who possesses the other Party records may proceed with prior written notice the disposition of the need to retain such books, records or informationrecords.
(b) Following After the Closing, for so long as such information is retained by Buyer in accordance with Section 5.8(a), Buyer shall, and shall cause the Company, to permit Seller and its authorized Representativesthe Purchaser shall make, or cause to be made, all Records and other information and all employees and auditors, in each case, relating to the Business (including by making them available for interviews, review of files or pleadings, preparation and provision of witness statements, depositions, interrogatories, testimony, investigation and preparation in connection with any negotiations, legal or arbitration Action) available to the other, at Seller’s sole cost such times and expense, to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Buyer to the information described in Section 5.8(a) to the extent that such access places as may be reasonably required by such party, and at the sole expense of the requesting party, (i) in connection with (i) any Action involving or insurance claims by the preparation Seller or the Purchaser, respectively, or any of any Tax Return, accounting records or with respect to any Tax Claim or similar proceedingstheir respective Affiliates, (ii) in order to enable the Seller or the Purchaser to comply with its obligations under this Agreement or any Action of the other Transaction Documents or (iii) for any other reasonable business purpose relating to the Seller, the Company Purchaser or any of their respective Affiliates, but excluding, in each case, any dispute between the Rolling Mill Business, (iii) any Governmental Filing or matter (including investigations by Governmental Authorities) or (iv) any other valid legal or business purpose. Notwithstanding the foregoing, Seller shall have no right of access to, and Buyer shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Buyer or any of its Affiliates (including Affiliates, on the Company) is one hand, and the Purchaser or any of its Affiliates, on the other hand, except as would be required by applicable civil process or applicable discovery rules; provided that the reviewing party and its Representatives shall conduct any such activities in such a party or is subject, (2) result in a loss manner as not to interfere unreasonably with the conduct of the ability Business or the Retained Businesses, as applicable; provided, further that no party shall be obligated to successfully assert a claim of privilege provide such access or information if such party determines, in its reasonable judgment, that doing so would (including the attorney-client and work product privileges), (3A) result in the disclosure of any trade secrets or competitively sensitive information of Buyer such party to third parties, (B) (upon advice of counsel) violate applicable Law, an applicable Judgment or a Contract or obligation of any confidentiality owing to a third party, (C) (upon advice of its Affiliates (including counsel) jeopardize the Company)protection of an attorney-client privilege, attorney work product protection or other legal privilege or (4D) breach a confidentiality reasonably be prohibited by or other obligation inadvisable due to a Third Party (provided that Buyer COVID-19 or any COVID-19 Measures. In any such event, at the requesting party’s reasonable request, the parties shall use their commercially reasonable efforts to obtain the consent of any Third Party with regards develop an arrangement to provide such disclosure), or (B) any consolidated, combined, affiliated or unitary Tax Return which includes Buyer or any of its Affiliates (including the Company) or any Tax-related work papers.
(c) Following the Closing, for so long as such information is retained by Seller in accordance with Section 5.8(a), Seller shall permit Buyer and its authorized Representatives, at Buyer’s sole cost and expense, to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Sellercommunicate, to the extent feasible, the applicable information described or a portion thereof in a manner that would not violate applicable Law, Judgment or obligation or risk waiver of such privilege or protection or risk such Liability under Contract or prohibited or inadvisable action; provided that (i) the disclosing party shall not be required to incur any costs or expenses in connection therewith and (ii) if the Seller is the disclosing party, the Seller may redact portions of any information provided pursuant to this Section 5.8(a7.06(b) to the extent that such access may be reasonably required in connection with (i) the preparation of any Tax Return, accounting records or with any Tax Claim or similar proceedings, (ii) any Action relating portions relate exclusively to the Company Retained Businesses. All requests for information made pursuant to this Section 7.06(b) shall be directed to the executive officer or other Person designated by the Rolling Mill Business, (iii) any Governmental Filing or matter (including investigations by Governmental Authorities) or (iv) any other valid legal or business purpose. Notwithstanding the foregoing, Buyer shall have no right of access to, and Seller shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Seller or any of its Affiliates is a party or is subject,relevant disclosing party.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Altra Industrial Motion Corp.)