Post-Closing Access. (a) Following the Closing, each of Parent and Buyer shall, and shall cause their Affiliates to, preserve and keep all Books, Records and Files and all information relating to the accounting, legal, tax, 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 case may be, which information relates to the Business or any Transferred Subsidiary for any pre-Closing period, for not less than six (6) years after the Closing Date, or for any longer period 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 Action that is then pending or threatened and with respect to which the requesting party has notified the other 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, 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. (b) From and after the Closing, for so long as such information is retained pursuant to Section 5.16(a), Buyer and its Affiliates shall provide Parent and its Affiliates and its and their authorized Representatives copies, at Parent’s sole expense, during normal business hours, upon reasonable prior notice to Buyer, to the information described in Section 5.16(a) to the extent that such copies may be reasonably required in connection with (i) the preparation of any Tax Return, financial statements, accounting records, audits or SEC obligations, (ii) any Action pending or threatened relating to the 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 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 of the businesses or operations of Buyer or its Affiliates or to the extent necessary to (x) ensure compliance with any applicable Law, (y) preserve any applicable privilege (including the attorney-client privilege) or (z) comply with any contractual confidentiality obligations. (c) From and after the Closing, for so long as such information is retained pursuant to Section 5.16(a), Parent and its Affiliates shall provide Buyer and its Affiliates and its and their authorized Representatives copies, at Buyer’s sole expense, during normal business hours, upon reasonable prior notice to Parent, to the information described in Section 5.16(a) to the extent that such copies may be reasonably required in connection with (i) the preparation of any Tax Return, financial statements, accounting records, audits or SEC obligations, (ii) any Action pending or threatened relating to the 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 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 of the businesses or 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 the attorney-client privilege) or (z) comply with any contractual confidentiality obligations.
Appears in 2 contracts
Sources: Purchase Agreement (Owens & Minor Inc/Va/), Purchase Agreement (Halyard Health, Inc.)
Post-Closing Access. (a) Following From the Closing until the first anniversary of the Closing, each of Parent and Buyer shall, and shall cause their Affiliates to, preserve and keep all Books, Records and Files and all information relating to the accounting, legal, tax, 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 case may be, which information relates to the Business or any Transferred Subsidiary for any pre-Closing period, for not less than six (6) years after the Closing Date, or for any longer period as may be (i) required by Law (including any statute of limitations upon reasonable notice, Geron shall afford BioTime’s and applicable extensions thereof) or any Governmental Authority or (ii) reasonably necessary with respect to the prosecution or defense of any audit or Action that is then pending or threatened and with respect to which the requesting party has notified the other 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, work papers, reports, correspondence BAC’s officers and other similar materials and the other parties shall have the right, at its expense, to copy or take any such materials.
(b) From and after the Closing, for so long as such information is retained pursuant to Section 5.16(a), Buyer and its Affiliates shall provide Parent and its Affiliates and its and their authorized Representatives copies, at Parent’s sole expenserepresentatives reasonable access, during normal business hours, upon reasonable prior notice to Buyer, Geron’s books and records (or portions thereof) pertaining solely to the information described in Section 5.16(a) to Contributed Geron Assets and the extent Geron Assumed Liabilities (provided that such copies may be reasonably required in connection access does not unreasonably interfere with (ithe ongoing business or operations of Geron) the preparation of any Tax Return, financial statements, accounting records, audits or SEC obligations, and (ii) any Action pending Geron shall furnish to BioTime and BAC such readily available information concerning the Contributed Geron Assets and the Geron Assumed Liabilities as BioTime or threatened relating BAC may reasonably request, in each case, for the purpose of enabling BioTime and BAC to the Purchased Assets (other than comply with Legal Requirements with respect to Actions or claims relating Taxes; provided, however, that Geron shall not be required pursuant to the transactions contemplated by this Agreement to permit any inspection or any Ancillary Document), Assumed Liabilities, the Transferred Subsidiaries or the Businessother access, or to disclose any information, that in the reasonable judgment of Geron could (iiiA) compliance with applicable Law or Governmental Orders, result in each case except to the extent such access would unreasonably interfere with or disrupt disclosure of any of the businesses or operations of Buyer or its Affiliates or to the extent necessary to (x) ensure compliance with any applicable Lawtrade secrets, (yB) preserve any applicable privilege (including jeopardize protections afforded Geron under the attorney-client privilegeprivilege or the attorney work product doctrine, (C) violate or breach, or result in a violation or breach of, any Legal Requirement, Order or any Contract, or (zD) comply interfere in any material respect with any the conduct of the business of Geron; provided, however, that in the case of information as to which Geron is bound by a contractual obligation of non-disclosure, Geron shall use commercially reasonable efforts to obtain permission to disclose the information to BioTime, provided that BioTime agrees to enter into a confidentiality obligationsagreement acceptable to the applicable third party.
(cb) From and after Notwithstanding the Closingforegoing, for so long as such information is retained pursuant Geron shall not be required to Section 5.16(a)(i) take any action that would or could reasonably be expected to subject it or any of its directors or officers to actual or potential Liability, Parent and its Affiliates shall provide Buyer and its Affiliates and its and their authorized Representatives copies, at Buyer’s sole expense, during normal business hours, upon reasonable prior notice to Parent, or (ii) bear any cost or expense relating to the information described in matters contemplated by this Section 5.16(a) to the extent that such copies may be reasonably required 7.1. BioTime shall, promptly upon request by Geron, reimburse Geron for all costs, including all fees and expenses of counsel and other advisors, incurred by Geron in connection with (i) the preparation of any Tax Return, financial statements, accounting records, audits or SEC obligations, (ii) any Action pending or threatened relating to the Purchased Assets (other than with respect to Actions or claims relating to the transactions matters contemplated by this Agreement or any Ancillary Document), Assumed Liabilities, the Transferred Subsidiaries or the 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 of the businesses or 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 the attorney-client privilege) or (z) comply with any contractual confidentiality obligationsSection 7.1.
Appears in 2 contracts
Sources: Asset Contribution Agreement (Biotime Inc), Asset Contribution Agreement (Geron Corp)
Post-Closing Access. (a) Following Seller and its Affiliates shall have the right, subject to compliance with all applicable Laws (including privacy Laws), to retain copies of all books, data, files, information, records, documents, correspondence and other materials in any media (including, for the avoidance of doubt, Tax Returns and other information and documents relating to tax matters) of the Company and each of the Transferred Subsidiaries (i) relating to information (including employment, medical and immigration records) regarding the Company Employees or relating to the Tax Returns of, or that include, the Company or the Transferred Subsidiaries, (ii) as required by any legal or regulatory authority, including any applicable Law or regulatory request or (iii) as may be necessary for Seller and its Affiliates to perform their respective obligations pursuant to this Agreement, the Transition Services Agreement or any other agreement between Seller and its Affiliates, on the one hand, and the Company or either of the Transferred Subsidiaries, on the other hand, that will remain in effect after the Closing.
(b) After the Closing, each of Parent and Buyer shall, and Purchaser shall allow (or shall cause their its Affiliates toto allow) Seller and its Affiliates, preserve upon reasonable prior notice and keep during regular business hours and subject to compliance with all Booksapplicable Laws (including privacy Laws), Records the right, at Seller’s expense, to examine and Files make copies of any books, data, files, information, records, documents, correspondence and all information relating to other materials of the accountingCompany or the Transferred Subsidiaries for any reasonable, legalnon-competitive business purpose, taxincluding the preparation or examination of Tax Returns, regulatory filings and financial statements, the conduct of any litigation or the conduct of any regulatory, business contractholder, participant or other dispute resolution (whether pending or threatened) and financial affairs the enforcement or discharge of its indemnification rights or obligations under this Agreement; provided that are retained by Parent the auditors and independent accountants of Purchaser or any of its Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has entered into reasonable and customary access and confidentiality agreements in form and substance acceptable to such auditors or are obtained by Buyer accountants. In the event that disclosing information would violate any obligation of Purchaser or any of its Affiliates with respect to confidentiality, the parties shall reasonably cooperate so the information might be made available in a redacted format, or, if such redaction would result in pertinent information being omitted, Purchaser shall make such information available if Seller delivers confidentiality undertakings reasonably satisfactory to Purchaser.
(c) After the Closing, Seller shall allow (or shall cause its Affiliates to allow) Purchaser and its Affiliates, as upon reasonable prior notice and during regular business hours and subject to compliance with all applicable Laws (including privacy Laws), the case may beright, which information relates at Purchaser’s expense, to examine and make copies of any books, data, files, information, records, documents, correspondence and other materials of Seller or its Affiliates relating to the Business Company or the Transferred Subsidiaries for any reasonable non-competitive business purpose, including the preparation or examination of Tax Returns, regulatory filings and financial statements, the conduct of any litigation or the conduct of any regulatory, contractholder, participant or other dispute resolution (whether pending or threatened) and the enforcement or discharge of its indemnification rights or obligations under this Agreement; provided that the auditors and independent accountants of Seller or any of its Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has entered into reasonable and customary access and confidentiality agreements in form and substance acceptable to such auditors or accountants. In the event that disclosing information would violate any obligation of Seller or any of its Affiliates with respect to confidentiality, the parties shall reasonably cooperate so the information might be made available in a redacted format, or, if such redaction would result in pertinent information being omitted, Seller shall make such information available if Purchaser delivers confidentiality undertakings reasonably satisfactory to Seller.
(d) Purchaser agrees that, with respect to all original books, data, files, information, records, documents, correspondence and other materials of the Company and each of the Transferred Subsidiary Subsidiaries existing as of the Closing Date, it will (and will cause each of the Company and the Transferred Subsidiaries and any other Affiliates of Purchaser to) (i) comply in all material respects with all applicable Laws relating to the preservation and retention of records, (ii) apply preservation and retention policies that are no less stringent than those generally applied by Purchaser from time to time with respect to its other businesses and that are customary for any pre-Closing periodsimilar businesses and (iii) maintain such books, data, files, information and other records for not less than examination and copying by Seller (such copying to be at the expense of Seller) for six (6) years following the Closing (or for a longer period if required by applicable Law); provided that after such six-year (or other) period, Purchaser shall use its reasonable best efforts to provide Seller with at least ninety (90) days’ written notice prior to destroying or disposing of any such books, data, files, information and other records, at which time and at the option and expense of Seller, Purchaser shall deliver such books, data, files, information, records, documents, correspondence and other materials to Seller.
(e) Seller agrees that, with respect to all original books, data, files, information, records, documents, correspondence and other materials of Seller and its Affiliates (other than the Company and the Transferred Subsidiaries) relating to the Company and any Transferred Subsidiary existing as of the Closing Date, or for any longer period as may be it will (and will cause each of its Affiliates to) (i) required by Law (including any statute comply in all material respects with all applicable Laws relating to the preservation and retention of limitations and applicable extensions thereof) or any Governmental Authority or records, (ii) reasonably necessary apply preservation and retention policies that are no less stringent than those generally applied by Seller from time to time with respect to its other businesses and that are customary for similar businesses and (iii) make such books, data, files, information and other records available for examination and copying by Purchaser (such copying to be at the prosecution expense of Purchaser) for the periods required by the preservation and retention policies described in clause (ii) (or defense for a longer period if required by applicable Law); provided that after such retention period, Seller shall use its reasonable best efforts to provide Purchaser with at least ninety (90) days’ written notice prior to destroying or disposing of any audit or Action that is then pending or threatened such books, data, files, information and with respect to which the requesting party has notified the other 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, at which time and at the option and expense of Purchaser, Seller shall deliver such books, work papersdata, reportsfiles, information, records, documents, correspondence and other similar materials and the other parties shall have the right, at its expense, to copy or take any such materialsPurchaser.
(b) From and after the Closing, for so long as such information is retained pursuant to Section 5.16(a), Buyer and its Affiliates shall provide Parent and its Affiliates and its and their authorized Representatives copies, at Parent’s sole expense, during normal business hours, upon reasonable prior notice to Buyer, to the information described in Section 5.16(a) to the extent that such copies may be reasonably required in connection with (i) the preparation of any Tax Return, financial statements, accounting records, audits or SEC obligations, (ii) any Action pending or threatened relating to the 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 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 of the businesses or operations of Buyer or its Affiliates or to the extent necessary to (x) ensure compliance with any applicable Law, (y) preserve any applicable privilege (including the attorney-client privilege) or (z) comply with any contractual confidentiality obligations.
(c) From and after the Closing, for so long as such information is retained pursuant to Section 5.16(a), Parent and its Affiliates shall provide Buyer and its Affiliates and its and their authorized Representatives copies, at Buyer’s sole expense, during normal business hours, upon reasonable prior notice to Parent, to the information described in Section 5.16(a) to the extent that such copies may be reasonably required in connection with (i) the preparation of any Tax Return, financial statements, accounting records, audits or SEC obligations, (ii) any Action pending or threatened relating to the 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 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 of the businesses or 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 the attorney-client privilege) or (z) comply with any contractual confidentiality obligations.
Appears in 2 contracts
Sources: Securities Purchase Agreement (BATS Global Markets, Inc.), Securities Purchase Agreement (KCG Holdings, Inc.)
Post-Closing Access. (a) Following the Closing, each Each of Parent Seller and Buyer shall, and Seller shall cause their its Affiliates (other than the Transferred Subsidiaries) to, and Buyer shall cause its Affiliates to, preserve and keep all Books, Records books and Files records and all information relating to the accounting, legal, taxTax, regulatory, business and financial affairs that are retained by Parent Seller or any of its Affiliates or are obtained by Buyer or any of its Affiliates, as the case may be, which information relates to the Business or any Transferred Subsidiary for any pre-Closing periodDevices & Services Business, for not less than six (6) years after the Closing Date, or for any longer period 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 Action that is then pending or threatened and with respect to which the requesting party has notified the other parties as to the need to retain such Booksbooks, Records and Files records or information. Each of Parent Seller and Buyer shall provide the other with written notice at least sixty (60) days Business Days prior to it or its Affiliates transferring, destroying 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) From and after Following the Closing, for so long as such information is retained pursuant to by Buyer in accordance with Section 5.16(a5.6(a), Buyer and its Affiliates shall provide Parent Seller and its Affiliates and its and their authorized Representatives copies, copies at ParentSeller’s sole expense, expense during normal business hours, upon reasonable prior notice to Buyer, to the information described in Section 5.16(a5.6(a) to the extent that such copies may be reasonably required in connection with (i) the preparation of any Tax Return, financial statements, accounting records, records or with any audits or SEC obligationssimilar proceedings, (ii) any Action pending or threatened relating to the Purchased Assets (other than with respect to Actions or claims relating to the transactions contemplated by this Agreement Assets, Assumed Liabilities or any Ancillary Document), Assumed Liabilities, of the Transferred Subsidiaries or the Devices & Services Business, (iii) any Governmental Filing, (iv) the prosecution or defense of any audit or Action that is then pending or threatened, (v) compliance with this Agreement or (iiivi) compliance with applicable Law or Governmental Orders, in each case except to the extent such access would unreasonably interfere with or disrupt any of the businesses or operations of Buyer or its Affiliates or to the extent necessary to (x) ensure compliance with any applicable Law, (y) preserve any applicable privilege (including the attorney-client privilege) or (z) comply with any contractual confidentiality obligations.
(c) From and after Following the Closing, for so long as such information is retained pursuant to by Seller or its Affiliates in accordance with Section 5.16(a5.6(a), Parent and its Affiliates Seller shall provide Buyer and its Affiliates and its and their authorized Representatives copies, copies at Buyer’s sole expense, expense during normal business hours, upon reasonable prior notice to ParentSeller, to the information described in Section 5.16(a5.6(a) to the extent that such copies may be reasonably required in connection with (i) the preparation of any Tax Return, financial statements, accounting records, records or with any audits or SEC obligations, (iisimilar proceedings,(ii) any Action pending or threatened relating to the Purchased Assets (other than with respect to Actions or claims relating to the transactions contemplated by this Agreement or any Ancillary Document)Assets, Assumed Liabilities, the Transferred Subsidiaries or the Devices & Services Business, (iii) any Governmental Filing, (iv) the prosecution or defense of any audit or Action that is then pending or threatened (v) compliance with this Agreement or (iiiv) compliance with applicable Law or Governmental Orders, in each case to the extent such access would unreasonably interfere with or disrupt any of the businesses or 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 the attorney-client privilege) or (z) comply with any contractual confidentiality obligations.
Appears in 2 contracts
Sources: Stock and Asset Purchase Agreement, Stock and Asset Purchase Agreement (Nokia Corp)
Post-Closing Access. (a) Following 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 Parent 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, investigation or dispute, any litigation or investigation or any other matter requiring any such books and records and other documents, information 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 shall cause their Affiliates to, preserve and keep all Books, Records and Files and all information relating or documents related to the accounting, legal, tax, regulatory, business and financial affairs Business or the Longhorn Entities that are retained by Parent or any of its Affiliates or are obtained by Buyer or any of its AffiliatesSeller, as the case may be, which information relates except to the Business extent such books, records, documents or any Transferred Subsidiary for any pre-Closing period, for not less than six (6) years after the Closing Date, or for any longer period as may be (i) required by Law (including any statute of limitations and applicable extensions thereof) or any Governmental Authority or (ii) information also reasonably necessary with respect relate to the prosecution or defense business of any audit or Action that is then pending or threatened Seller and with respect to which the requesting party has notified the other parties as to the need extent such access is necessary 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, 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 materialsperform Seller’s obligations under this Agreement.
(b) From Seller shall, and after shall use its commercially reasonable efforts to cause its Representatives to, provide customary representations to auditors and any additional financial information and assistance in connection therewith as may be reasonably requested by Buyer or its Affiliates in connection with any filing with the Closing, for so long as such information is retained pursuant Securities and Exchange Commission undertaken by Buyer or its Affiliates that includes financial statements of the Business. Seller shall use its commercially reasonable efforts to Section 5.16(a), cause its Representatives to assist and cooperate in good faith with Buyer and its Affiliates shall provide Parent and its Affiliates and its and their authorized Representatives copiesin preparing audited financial statements of the Business for the stub period ending on the Closing Date, at Parent’s sole expenseincluding, during normal business hoursif applicable, upon providing (a) reasonable prior notice to Buyer, access to the information described in Section 5.16(a) auditors, auditor workpapers (to the extent that such copies may be reasonably required in connection with (i) permitted by the preparation of any Tax Returnauditors preparing same), financial statementsemployees, accounting books and records, audits or SEC obligations, (ii) and any Action pending or threatened financial data reasonably requested by Buyer relating to the 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 Business, or and (iiib) compliance with applicable Law or Governmental Orders, in each case except customary representation letters to the extent such access would unreasonably interfere with or disrupt any auditors. Seller's reasonable out of the businesses or operations of Buyer or its Affiliates or to the extent necessary to (x) ensure compliance with any applicable Law, (y) preserve any applicable privilege pocket expenses (including the attorneyauditors fees that are pre-client privilegeapproved by Buyer) or (zin complying with this Section 9.2(b) comply with any contractual confidentiality obligationsshall be reimbursed by Buyer promptly following receipt of an invoice therefor.
(c) From and after the Closing, for so long as such information is retained pursuant to Section 5.16(a), Parent and its Affiliates shall provide Buyer and its Affiliates and its and their authorized Representatives copies, at Buyer’s sole expense, during normal business hours, upon reasonable prior notice to Parent, to the information described in Section 5.16(a) to the extent that such copies may be reasonably required in connection with (i) the preparation of any Tax Return, financial statements, accounting records, audits or SEC obligations, (ii) any Action pending or threatened relating to the 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 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 of the businesses or 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 the attorney-client privilege) or (z) comply with any contractual confidentiality obligations.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Rowan Companies Inc), Stock Purchase Agreement (Joy Global Inc)
Post-Closing Access. In order to facilitate Seller’s efforts to administer and close the Bankruptcy Case (including, without limitation, the preparation of filings in the Bankruptcy Case and state, local and federal Tax Returns and other filings, reconciliation of claims filed in the Case, removal of corporate and other records and information relating or belonging to entities other than Seller), for a period of three (3) years following the Closing, (a) Following the Closing, each of Parent Buyer shall permit Seller’s counsel and Buyer shallother professionals and counsel for any successor to Seller and its respective professionals, and shall cause their Affiliates toits employees (collectively, preserve “Permitted Access Parties”) reasonable access to the financial and keep all Books, Records other books and Files and all information records relating to the accountingAcquired Assets or the Business and the systems containing such information, legal, tax, regulatory, business books 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 case may berecords, which information relates to the Business or any Transferred Subsidiary for any pre-Closing period, for not less than six (6) years after the Closing Date, or for any longer period as may be access shall include (i) required by Law (including any statute the right of limitations such Permitted Access Parties to copy, at such Permitted Access Parties’ expense, such documents and applicable extensions thereof) or any Governmental Authority or records as they may request in furtherance of the purposes described above, and (ii) reasonably necessary with respect Buyer’s copying and delivering to the prosecution relevant Permitted Access Parties such documents or defense of any audit or Action that is then pending or threatened and with respect to which the requesting party has notified the other parties records as they may request, but only to the need extent such Permitted Access Parties furnish Buyer with reasonably detailed written descriptions of the materials to retain such Booksbe so copied and the applicable Permitted Access Party reimburses the Buyer for the reasonable costs and expenses thereof, Records and Files or information. Each of Parent and (b) Buyer shall provide the other Permitted Access Parties (at no cost to the Permitted Access Parties) with written notice at least sixty (60) days prior reasonable access to it or its Affiliates transferring, destroying or discarding those individuals with knowledge of how to access the last copy of any records, books, work papers, reports, correspondence relevant financial and other similar materials books and records during regular business hours to assist Seller and the other parties shall have the rightPermitted Access Parties in their post-Closing activities (including, at its expensewithout limitation, to copy or take any such materials.
(b) From and after the Closing, for so long as such information is retained pursuant to Section 5.16(apreparation of Tax Returns), Buyer and its Affiliates shall provide Parent and its Affiliates and its and their authorized Representatives copies, at Parent’s sole expense, during normal business hours, upon reasonable prior notice to Buyer, to the information described in Section 5.16(a) to the extent provided that such copies may be reasonably required in connection with (i) the preparation of any Tax Return, financial statements, accounting records, audits or SEC obligations, (ii) any Action pending or threatened relating to the 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 Business, or (iii) compliance with applicable Law or Governmental Orders, in each case except to the extent such access would does not unreasonably interfere with or disrupt any of the businesses or operations of Buyer or its Affiliates or to the extent necessary to (x) ensure compliance with any applicable Law, (y) preserve any applicable privilege (including the attorney-client privilege) or (z) comply with any contractual confidentiality obligations.
(c) From and after the Closing, for so long as such information is retained pursuant to Section 5.16(a), Parent and its Affiliates shall provide Buyer and its Affiliates and its and their authorized Representatives copies, at Buyer’s sole expense, during normal business hours, upon reasonable prior notice to Parent, to the information described in Section 5.16(a) to the extent that such copies may be reasonably required in connection with (i) the preparation of any Tax Return, financial statements, accounting records, audits or SEC obligations, (ii) any Action pending or threatened relating to the 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 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 of the businesses or 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 the attorney-client privilege) or (z) comply with any contractual confidentiality obligationsoperations.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Sito Mobile, Ltd.), Asset Purchase Agreement (Hipcricket, Inc.)
Post-Closing Access. (a) Following the Closing, each Each of Parent Seller and Buyer shall, and Buyer shall cause their Affiliates the Company to, preserve and keep all Books, Records books and Files records and all other 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 the Company and the Rolling Mill Business for a period of its Affiliates, as the case may be, which information relates to the Business or any Transferred Subsidiary for any pre-Closing period, for not less than six seven (67) years after the Closing DateDate (or, in the case of information relating to Taxes, until the expiration of any applicable statute of limitations), or for any a longer period as may be 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 Action other legal or regulatory action that is then pending or threatened and with respect to which so long as the requesting party Party has notified the other parties as to Party with prior written notice of the need to retain such Booksbooks, Records and Files records 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, 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.
(b) From and after Following the Closing, for so long as such information is retained pursuant to by Buyer in accordance with Section 5.16(a5.8(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 Representatives copiesRepresentatives, at ParentSeller’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 5.16(a5.8(a) to the extent that such copies access may be reasonably required in connection with (i) the preparation of any Tax Return, financial statements, accounting records, audits records or SEC obligationswith respect to any Tax Claim or similar proceedings, (ii) any Action pending or threatened relating to the Purchased Assets (other than with respect to Actions or claims relating to the transactions contemplated by this Agreement or any Ancillary Document), Assumed LiabilitiesSeller, the Transferred Subsidiaries Company or the Rolling Mill Business, or (iii) compliance with applicable 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 Governmental Orders, in each case except to the extent such access would unreasonably interfere with or disrupt any of the businesses or operations of Buyer or its Affiliates (including the Company) is a party or to the extent necessary to (x) ensure compliance with any applicable Lawis subject, (y2) preserve any applicable result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client privilegeand 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 (z) comply with any contractual confidentiality obligationsTax-related work papers.
(c) From and after Following the Closing, for so long as such information is retained pursuant to by Seller in accordance with Section 5.16(a5.8(a), Parent and its Affiliates Seller shall provide permit Buyer and its Affiliates and its and their authorized Representatives copiesRepresentatives, at Buyer’s sole cost and expense, to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to ParentSeller, to the information described in Section 5.16(a5.8(a) to the extent that such copies access may be reasonably required in connection with (i) the preparation of any Tax Return, financial statements, accounting records, audits records or SEC obligationswith any Tax Claim or similar proceedings, (ii) any Action pending or threatened relating to the 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 Company or the Rolling Mill Business, or (iii) compliance with applicable Law any Governmental Filing or Governmental Orders, in each case to the extent such access would unreasonably interfere with or disrupt any of the businesses or 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 matter (including the attorney-client privilegeinvestigations by Governmental Authorities) or (ziv) comply with any contractual confidentiality obligations.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) Following the Closing, each Each of Parent and Buyer shall, and shall cause their Affiliates to, preserve and keep all Books, Records and Files and all information relating to the accounting, legal, tax, 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 case may be, which information relates to (i) the Business or any Transferred Subsidiary for any pre-Closing period (or 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 (or Later Closing Date, as the case may be), or for any longer period 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 Action that is then pending or threatened and with respect to which the requesting party has notified the other 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, 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.
(b) 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 pursuant to Section 5.16(a), Buyer and its Affiliates shall provide Parent and its Affiliates and its and their authorized Representatives copies, at Parent’s sole expense, during normal business hours, upon reasonable prior notice to Buyer, to the information described in Section 5.16(a) to the extent that such copies may be reasonably required in connection with (i) the preparation of any Tax Return, financial statements, accounting records, audits or SEC obligations, (ii) any Action pending or threatened relating to the 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 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 of the businesses or operations of Buyer or its Affiliates or to the extent necessary to (x) ensure compliance with any applicable Law, (y) preserve any applicable privilege (including the attorney-client privilege) or (z) comply with any contractual confidentiality obligations.
(c) From and after the Closing, for so long as such information is retained pursuant to Section 5.16(a), Parent and its Affiliates shall provide Buyer and its Affiliates and its and their authorized Representatives copies, at Buyer’s sole expense, during normal business hours, upon reasonable prior notice to Parent, to the information described in Section 5.16(a) to the extent that such copies may be reasonably required in connection with (i) the preparation of any Tax Return, financial statements, accounting records, audits or SEC obligations, (ii) any Action pending or threatened relating to the 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 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 of the businesses or 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 the attorney-client privilege) or (z) comply with any contractual confidentiality obligations.
Appears in 2 contracts
Sources: Purchase Agreement (Owens & Minor Inc/Va/), Purchase Agreement (Halyard Health, Inc.)
Post-Closing Access. (a) Following Subject to the Transition Services Agreement, the Supply Agreement and the Trademark Coexistence Agreement and without limiting the obligations set forth in Section 8.1, from and after 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 and Records and other documents related to the Business, (ii) information related to the Business and (iii) employees (without substantial disruption of employment), in each case which are necessary or useful in connection with any audit, investigation or dispute, any litigation or investigation or any other matter requiring any such Books and Records, information or employees for any reasonable business purpose. Unless otherwise consented to in writing by Parent, Buyer Parent and Buyer shall, shall and shall cause Buyer, the Purchased Entities and their Affiliates Subsidiaries not to, preserve and keep all Books, Records and Files and all information relating to the accounting, legal, tax, regulatory, business and financial affairs that are retained by Parent or any for a period of its Affiliates or are obtained by Buyer or any of its Affiliates, as the case may be, which information relates to the Business or any Transferred Subsidiary for any pre-Closing period, for not less than six (6) years after the Closing Date, destroy, alter or for otherwise dispose of any longer period Books and Records or information or portions thereof related to the Business and relating to periods prior to the Closing Date. Except in connection with uses contemplated by this Agreement, all information received pursuant to this Section 9.2 (the “Section 9.2 Information”) shall be kept confidential by the party obtaining such information (the “Receiving Party”), subject to any disclosure that is required to be made by such party in order to comply with applicable Laws or the rules or regulations of any securities exchange upon which its securities are traded. Notwithstanding the foregoing, the Section 9.2 Information shall not include information that (a) is or becomes generally available to the public other than as may be a result of a disclosure by the Receiving Party, (ib) required was within the Receiving Party’s possession prior to it being furnished to such Receiving Party by Law Buyer (including in the case of any statute of limitations and applicable extensions thereofSeller) or any Governmental Authority or Seller (iiin the case of Buyer), (c) reasonably necessary with respect becomes available to the prosecution or defense Receiving Party on a non-confidential basis from a source other than Buyer (in the case of any audit or Action that is then pending or threatened and with respect to which the requesting party has notified the other 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 (60Seller) days prior to it or its Affiliates 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.
(b) From and after the Closing, for so long as such information is retained pursuant to Section 5.16(a), Buyer and its Affiliates shall provide Parent and its Affiliates and its and their authorized Representatives copies, at Parent’s sole expense, during normal business hours, upon reasonable prior notice to Buyer, to the information described in Section 5.16(a) to the extent that such copies may be reasonably required in connection with (i) the preparation of any Tax Return, financial statements, accounting records, audits or SEC obligations, (ii) any Action pending or threatened relating to the Purchased Assets (other than with respect to Actions or claims relating to the transactions contemplated by this Agreement or any Ancillary Document), Assumed Liabilities, Seller (in the Transferred Subsidiaries or the 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 of the businesses or operations of Buyer or its Affiliates or to the extent necessary to (x) ensure compliance with any applicable Law, (y) preserve any applicable privilege (including the attorney-client privilegeBuyer) or (zd) comply with any contractual confidentiality obligationsis independently developed by the Receiving Party without violating the Receiving Party’s obligations hereunder.
(c) From and after the Closing, for so long as such information is retained pursuant to Section 5.16(a), Parent and its Affiliates shall provide Buyer and its Affiliates and its and their authorized Representatives copies, at Buyer’s sole expense, during normal business hours, upon reasonable prior notice to Parent, to the information described in Section 5.16(a) to the extent that such copies may be reasonably required in connection with (i) the preparation of any Tax Return, financial statements, accounting records, audits or SEC obligations, (ii) any Action pending or threatened relating to the 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 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 of the businesses or 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 the attorney-client privilege) or (z) comply with any contractual confidentiality obligations.
Appears in 1 contract
Post-Closing Access. (a) Following 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, each Sellers will deliver or cause to be delivered to Purchaser any remaining properties, books, records, Contracts, information and documents that are part of Parent the Purchased Assets that are not already in the possession or control of Purchaser.
(b) Each of the Sellers and Buyer shallPurchaser agrees that it will, and shall will cause their Affiliates its Subsidiaries to, preserve and keep the books of accounts, financial and other records held by it relating to the Business (including accountants’ work papers) for a period of seven (7) years from the Closing Date in accordance with their 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), the applicable party shall provide written notice to the other party of its intent to dispose of such records and shall provide such other party the opportunity to take ownership and possession of such records (at such other party’s sole expense) to the extent they relate to such 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 writing to take ownership and possession of such records within such 30- day period, the party who possesses the records may proceed with the disposition of such records.
(c) Sellers and Purchaser shall make all Books, Records records and Files and all other information relating to the accountingBusiness and all employees and auditors (including by making them available for depositions, legalinterrogatories, taxtestimony, regulatoryinvestigation and preparation in connection with any legal or arbitration proceeding) available to the other as may be reasonably required by such party (i) in connection with, business and financial affairs that are retained by Parent among other things, any audit or investigation of, insurance claims by, legal proceedings against, disputes involving or governmental investigations of any Seller or Purchaser or any of its their respective Affiliates, including the Honeywell Filter Litigation, (ii) in order to enable any Seller or Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby, or (iii) for any other reasonable business purpose relating to any Seller, Purchaser or any of their respective Affiliates or are obtained by Buyer and Subsidiaries, but excluding, in each case, any 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 the case may be, which information relates would be required by applicable civil process or permitted by applicable discovery rules.
(d) Notwithstanding anything to the Business or any Transferred Subsidiary for any pre-Closing periodcontrary contained herein and without limiting the generality of this Section 5.4, for not less than six (6) years Honeywell and Purchaser understand and agree that Honeywell will, after the Closing Date, retain the exclusive right to control, defend against, negotiate, settle or for otherwise deal with any longer period as may be 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) required deliver to Honeywell any and all notices or other correspondence received by Law (including any statute of limitations and applicable extensions thereof) Purchaser, the Transferred Entities or any Governmental Authority or of their Subsidiaries and Affiliates relating to the Honeywell Filter Litigation; (ii) reasonably necessary with respect maintain all books, records and materials (in whatever form maintained, whether documentary, electronically stored or otherwise) pertinent to the prosecution or defense of any audit or Action that is then pending or threatened Honeywell Filter Litigation unless and until Honeywell instructs otherwise; and (iii) subject to compliance with respect to which the requesting party has notified the other parties as to the need to retain such Booksapplicable Laws, 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, 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.
(b) From and after the Closing, for so long as such information is retained pursuant to Section 5.16(a), Buyer Honeywell and its Affiliates shall provide Parent representatives, advisors and its Affiliates and its and their authorized Representatives copiesemployees, at Parent’s sole expensereasonable access, during normal business hours, hours and upon reasonable prior notice to Buyeradvance notice, to the information described Business facilities and all books, records and materials (in Section 5.16(a) to whatever form maintained, whether documentary, electronically stored or otherwise), employees and properties of the extent that such copies Business facilities as may be reasonably required by Honeywell in connection with (i) the preparation of any Tax Return, financial statements, accounting records, audits or SEC obligations, (ii) any Action pending or threatened all matters relating to the Purchased Assets 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 (other than with respect to Actions or claims relating to the transactions contemplated by this Agreement or any Ancillary Documentincluding preparation therefor), Assumed Liabilitiesat Honeywell’s expense, the Transferred Subsidiaries or the Business, or including reimbursement of any reasonable out-of-pocket expenses (iiiincluding attorney’s fees) compliance with applicable Law or Governmental Orders, in each case except to the extent such access would unreasonably interfere with or disrupt any of the businesses or operations of Buyer actually incurred and documented incurred by Purchaser or its Subsidiaries and Affiliates or to the extent necessary to (x) ensure compliance in complying with any applicable Law, (y) preserve any applicable privilege (including the attorney-client privilege) or (z) comply with any contractual confidentiality obligationsthis Section 5.4(d).
(c) From and after the Closing, for so long as such information is retained pursuant to Section 5.16(a), Parent and its Affiliates shall provide Buyer and its Affiliates and its and their authorized Representatives copies, at Buyer’s sole expense, during normal business hours, upon reasonable prior notice to Parent, to the information described in Section 5.16(a) to the extent that such copies may be reasonably required in connection with (i) the preparation of any Tax Return, financial statements, accounting records, audits or SEC obligations, (ii) any Action pending or threatened relating to the 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 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 of the businesses or 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 the attorney-client privilege) or (z) comply with any contractual confidentiality obligations.
Appears in 1 contract
Sources: Stock and Asset Purchase Agreement (Honeywell International Inc)
Post-Closing Access. (a) Following the Closing, each of Parent and Buyer shall, and shall cause their Affiliates to, preserve and keep all Books, Records and Files and all information relating to the accounting, legal, tax, 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 case may be, which information relates to the Business or any Transferred Subsidiary for any pre-Closing period, for not less No later than six ninety (6) years after the Closing Date, or for any longer period 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 Action that is then pending or threatened and with respect to which the requesting party has notified the other 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 (6090) days prior to it or its Affiliates 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.
(b) From and after the Closing, the Seller shall use commercially reasonable efforts to 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 so long as such information is retained pursuant a period of three (3) years, each party agrees to Section 5.16(a)provide, Buyer or cause to be provided, to the other party and its Affiliates shall provide Parent representatives, as soon as reasonably practicable after written request therefor and its Affiliates and its and their authorized Representatives copies, at Parentthe requesting party’s sole expense, reasonable access, during normal business hours, upon reasonable prior notice to Buyer, to the information described in Section 5.16(a) other parties’ employees and to the extent that such copies may be reasonably required in connection with (i) the preparation of any Tax Returnbooks, financial statements, accounting records, audits documents, files and correspondence in the possession or SEC obligations, (ii) any Action pending or threatened relating to under the 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 Business, or (iii) compliance with applicable Law or Governmental Orderscontrol of such party, in each case except if and to the extent relating to the Company or the Company 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 (including under applicable securities Laws) by any Governmental Authority having jurisdiction over the requesting party or (ii) 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 unreasonably interfere 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 disrupt consequence.
(b) 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 papers relating to the Company and the Company Subsidiaries prior to the Closing in their respective possession or control 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, 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 provide no less than ninety (90) nor more than one-hundred twenty (120) days’ prior written notice to the other party of any 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 (ii) if a recipient of such notice shall request in writing prior to the scheduled date for such destruction or disposal that any of the businesses information proposed to be destroyed or operations disposed of Buyer be delivered to such recipient, such party proposing the destruction or its Affiliates or to disposal shall, as promptly as practicable, arrange for the extent necessary to delivery of such of the materials as was requested by the recipient (x) ensure compliance it being understood that all reasonable out of pocket costs associated with any applicable Law, (y) preserve any applicable privilege (including the attorney-client privilege) or (z) comply with any contractual confidentiality obligationsdelivery of the requested materials shall be paid by such recipient).
(c) From and after In the Closing, for so long as such information is retained pursuant to Section 5.16(a), Parent and its Affiliates shall provide Buyer and case of a legal or other proceeding between one party or any of its Affiliates 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 and their authorized Representatives copies, at Buyer’s sole expense, during normal business hourscommercially reasonable efforts to make available to the other party, upon reasonable prior notice to Parentwritten request, the former (to the information described in Section 5.16(aextent 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 copies Person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be reasonably 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.
(id) 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 preparation property of the providing party. Nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any Tax Returnsuch 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 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, financial statementshowever, accounting recordsthat in the event that any party is required under this Section 8.02 to disclose any such information, audits or SEC obligations, (ii) any Action pending or threatened relating that party shall use commercially reasonable efforts to seek to obtain such third party’s consent to the Purchased Assets (other than with respect disclosure of such information and implement requisite procedures to Actions or claims relating to enable the transactions contemplated by this Agreement or any Ancillary Document), Assumed Liabilities, the Transferred Subsidiaries or the Business, or (iii) compliance with applicable Law or Governmental Orders, in each case to the extent disclosure of such access would unreasonably interfere with or disrupt any of the businesses or 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 the attorney-client privilege) or (z) comply with any contractual confidentiality obligationsinformation.
Appears in 1 contract
Post-Closing Access. (a) 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 the other (or their respective Affiliates), and HCA may need access to the Facilities or other assets of the Acquired Entities for purposes of concluding the transactions contemplated herein and for audits, investigations, compliance with governmental requirements, regulations and requests, and the prosecution or defense of 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 possession of Purchaser and its Affiliates relating to periods prior to the 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 to the Effective Time and will permit Purchaser, its Affiliates and their respective representatives, agents and independent auditors to make copies of such documents and information.
(b) Until six months after the later to occur of (i) the final adjudication of any dispute or investigation involving Taxes arising out of the business, operations or affairs of the Acquired Entities before the Effective Time, (ii) the final adjudication of any matter for which HCA may be required to indemnify or hold harmless Purchaser, the Acquired Entities or any Purchaser Indemnitee pursuant to the terms of this Agreement, or (iii) the running of applicable statutes of limitations, Purchaser will maintain in their original form all medical and other records (including all 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 under applicable Law. In addition to the foregoing, following the expiration of the periods described above, Purchaser shall not, without 90 days prior written notification (a “Destruction Notice”) to HCA, destroy any pre-Closing Books and Records of the Acquired Entities. Following HCA’s receipt of a Destruction Notice, if HCA advises Purchaser in writing within such 90 day period, Purchaser will promptly deliver the applicable Books and Records to HCA.
(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, each of Parent Purchaser and Buyer shall, HCA shall make available to one another (and shall cause their Affiliates to, preserve and keep all Books, Records and Files and all information relating to the accountingother’s Affiliates), legalat no charge to the requesting party, tax, regulatory, business the personnel of such Person and financial affairs that are retained by Parent or any of its Affiliates to the extent reasonably required by such Person or are obtained by Buyer its Affiliates in connection with any litigation, investigation or any other judicial or administrative proceedings attributable to the ownership or operation of its Affiliatesthe Business 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.
(f) HCA’s right of access and inspection pursuant to this Section 6.3 shall be exercised in such a manner as not to cause unreasonable expense or interfere unreasonably with the case may be, which information relates to operation of the Business or any Transferred Subsidiary for any pre-Closing period, for not less than six (6) years after the Closing Date, or for any longer period 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 Action that is then pending or threatened and with respect to which the requesting party has notified the other 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, 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 materialsAcquired Entities.
(b) From and after the Closing, for so long as such information is retained pursuant to Section 5.16(a), Buyer and its Affiliates shall provide Parent and its Affiliates and its and their authorized Representatives copies, at Parent’s sole expense, during normal business hours, upon reasonable prior notice to Buyer, to the information described in Section 5.16(a) to the extent that such copies may be reasonably required in connection with (i) the preparation of any Tax Return, financial statements, accounting records, audits or SEC obligations, (ii) any Action pending or threatened relating to the 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 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 of the businesses or operations of Buyer or its Affiliates or to the extent necessary to (x) ensure compliance with any applicable Law, (y) preserve any applicable privilege (including the attorney-client privilege) or (z) comply with any contractual confidentiality obligations.
(c) From and after the Closing, for so long as such information is retained pursuant to Section 5.16(a), Parent and its Affiliates shall provide Buyer and its Affiliates and its and their authorized Representatives copies, at Buyer’s sole expense, during normal business hours, upon reasonable prior notice to Parent, to the information described in Section 5.16(a) to the extent that such copies may be reasonably required in connection with (i) the preparation of any Tax Return, financial statements, accounting records, audits or SEC obligations, (ii) any Action pending or threatened relating to the 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 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 of the businesses or 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 the attorney-client privilege) or (z) comply with any contractual confidentiality obligations.
Appears in 1 contract
Sources: Stock Purchase Agreement (Lifepoint Hospitals, Inc.)
Post-Closing Access. (a) From the date hereof through the Closing Date, Buyer shall be entitled, through its employees and representatives, to enter upon and make such reasonable investigation of the assets, properties (including the right to perform environmental assessments and audits), business and operations of the Seller and their Subsidiaries to the extent they relate to the Business or the Acquired Assets, and such examination of the books and records, financial condition and operations of the Business and the Acquired Assets as Buyer may reasonably request, including pursuant to access to the Seller (or their Subsidiaries’) customers, vendors, suppliers and creditors. Any such investigation and examination shall be conducted at reasonable times upon reasonable prior notice to Seller and under reasonable circumstances; provided, however, that such investigation shall not unreasonably interfere with the business operations of Seller. No information or Knowledge obtained in any investigation pursuant to this Section 6.1 shall affect or be deemed to modify any representation or warranty contained in this Agreement or the conditions to the obligations of the parties to consummate the Acquisition Transactions.
(b) Following the Closing, each of Parent and Buyer shallparty will afford the other party, its counsel, and shall cause their Affiliates to, preserve and keep all Books, Records and Files and all information relating to the accounting, legal, tax, 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 case may be, which information relates to the Business or any Transferred Subsidiary for any pre-Closing period, for not less than six (6) years after the Closing Date, or for any longer period 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 Action that is then pending or threatened and with respect to which the requesting party has notified the other 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, 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.
(b) From and after the Closing, for so long as such information is retained pursuant to Section 5.16(a), Buyer and its Affiliates shall provide Parent and its Affiliates and its and their authorized Representatives copies, at Parent’s sole expenseaccountants, during normal business hours, upon reasonable prior notice to Buyer, access to the information described Books and Records and other data relating to the Acquired Assets, the Assumed Liabilities, the Excluded Assets, the Excluded Liabilities and the Business before the Closing, in Section 5.16(a) each case in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such copies access may be reasonably required by the other party in connection with (i) the preparation of any Tax Return, financial statements, accounting records, audits or SEC obligations, Returns; (ii) any Action pending the determination or threatened relating to the Purchased Assets (other than with respect to Actions or claims relating to the transactions contemplated by enforcement of rights and obligations under this Agreement or any Ancillary Document), Assumed Liabilities, the Transferred Subsidiaries or the Business, or Agreement; (iii) compliance with applicable Law or the requirements of any Governmental Orders, in each case except to the extent such access would unreasonably interfere with or disrupt any of the businesses or operations of Buyer or its Affiliates or to the extent necessary to (x) ensure compliance with any applicable Law, (y) preserve any applicable privilege (including the attorney-client privilege) Entity; or (ziv) comply with any contractual confidentiality obligations.
(c) From and after the Closing, for so long as such information is retained pursuant to Section 5.16(a), Parent and its Affiliates shall provide Buyer and its Affiliates and its and their authorized Representatives copies, at Buyer’s sole expense, during normal business hours, upon reasonable prior notice to Parent, to the information described in Section 5.16(a) to the extent that such copies may be reasonably required in connection with (i) the preparation of any Tax Return, financial statements, accounting records, audits or SEC obligations, (ii) any Action pending actual or threatened relating to the Purchased Assets (other than with respect to Actions Action or claims relating to the transactions contemplated by this Agreement or any Ancillary Document), Assumed Liabilities, the Transferred Subsidiaries or the 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 of the businesses or 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 the attorney-client privilege) or (z) comply with any contractual confidentiality obligationsProceeding.
Appears in 1 contract
Post-Closing Access. For a period of 3 (a) Following the Closing, each of Parent and Buyer shall, and shall cause their Affiliates to, preserve and keep all Books, Records and Files and all information relating to the accounting, legal, tax, 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 case may be, which information relates to the Business or any Transferred Subsidiary for any pre-Closing period, for not less than six (6three) years from and after the Closing Date, or for any longer period as may be (i) required by Law Parent and the Sellers will permit representatives of Buyer (including any statute of limitations legal counsel, accountants and applicable extensions thereoffinancing sources) or any Governmental Authority or to have reasonable access at all reasonable times and upon reasonable notice, to all premises, properties, personnel, books, records (ii) reasonably necessary with respect to the prosecution or defense of any audit or Action that is then pending or threatened and with respect to which the requesting party has notified the other 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 tax 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.
(b) From and after the Closing, for so long as such information is retained pursuant to Section 5.16(a), Buyer and its Affiliates shall provide Parent and its Affiliates and its and their authorized Representatives copies, at Parent’s sole expense, during normal business hours, upon reasonable prior notice to Buyer, to the information described in Section 5.16(a) only to the extent that such copies may be tax records pertain to the Target Companies and Target Subsidiaries and not to Group Taxes), contracts, and documents of or pertaining to each of the Target Companies and Target Subsidiaries to the extent reasonably required necessary in connection with (ix) a Tax audit of (or the determination of any Tax attribute of) any of the Target Companies or Target Subsidiaries or (y) the preparation of any Tax Return, historical financial statements, accounting records, audits statements (and pro-forma or SEC obligations, (iiother adjustments thereto) any Action pending or threatened relating to the 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 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 of the businesses Target Companies or operations of Buyer or its Affiliates or to the extent necessary to (x) ensure compliance with any applicable Law, (y) preserve any applicable privilege (including the attorney-client privilege) or (z) comply with any contractual confidentiality obligations.
(c) From and after the Closing, for so long as such information is retained pursuant to Section 5.16(a), Parent and its Affiliates shall provide Buyer and its Affiliates and its and their authorized Representatives copies, at Buyer’s sole expense, during normal business hours, upon reasonable prior notice to Parent, to the information described in Section 5.16(a) to the extent that such copies may be reasonably required in connection with (i) the preparation of any Tax Return, financial statements, accounting records, audits or SEC obligations, (ii) any Action pending or threatened relating to the 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 Business, or (iii) compliance with applicable Law or Governmental OrdersTarget Subsidiaries, in each case to the extent related to pre-Closing periods, excluding access to information that is privileged, subject to confidentiality provisions, relates to Affiliates of Parent other than the Target Companies and Target Subsidiaries or that is subject to legal restrictions on access. Buyer will use its reasonable best efforts to ensure that such access would does not unreasonably interfere with or disrupt any of the businesses or normal business operations of Parent or its Affiliates Subsidiaries. Buyer shall keep all information and records that are not related to the Target Companies or except Target Subsidiaries that it receives as a result of this Section 6.11 confidential and shall limit the use and circulation of such information and records to employees, advisers, attorneys, accountants, and financial advisors having an actual and legitimate need to know and only to the extent reasonably necessary and who are informed of the confidential nature of the information and records and are required to keep it confidential in accordance with this provision, except with respect to such confidential information that (xA) ensure compliance with any applicable Lawwas known to Buyer before its disclosure by Parent and the Sellers, (yB) preserve is, or shall become, generally known in the Buyer’s industry other than as a result of Buyer’s disclosure in violation of this Section 6.11, (C) shall be disclosed to the Buyer by a third party not known by Buyer to be under any applicable privilege (including the attorney-client privilege) obligation to keep such information confidential, or (zD) comply Buyer is required or compelled by Law to disclose (whether by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or other similar process or as necessary for Buyer to disclose in connection with filing Tax Returns or registering securities or filing documents with regulatory authorities under applicable securities laws); provided, however, that if Buyer is required or compelled by Law to produce any contractual confidentiality obligationssuch confidential information, Buyer will provide Parent with prompt written notice. The access referenced herein shall be afforded to Buyer and its representatives upon receipt of reasonable advance notice and during normal business hours. Buyer shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 6.11.
Appears in 1 contract
Post-Closing Access. (a) Following the Closing, each of Parent and Buyer Purchaser agrees that it shall, and shall cause their its Affiliates to, preserve and keep all Books, the books of accounts and financial and other Records and Files and all information held by it relating to the accountingBusiness (including accountants’ work papers) for a period of seven (7) years from the Closing Date; provided that no later than ninety (90) days prior to the expiration of such seven (7) year period, legalthe Seller may provide written notice to Purchaser of its intent to take ownership and possession of such Records (at the Seller’s sole expense) within sixty (60) days after the expiration of such period, taxin 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, regulatoryPurchaser may proceed with the disposition of such Records.
(b) After the Closing, business for a period of seven (7) years or any longer period required by applicable Law, the Seller and financial affairs that are retained Purchaser shall make, or cause to be made, all Records and other information and all employees and auditors, in each case, only to the extent relating to the Business (including by Parent 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 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 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 Affiliates obligations under this Agreement, any of the other Transaction Documents and each other agreement, document or are obtained by Buyer instrument contemplated hereby or thereby or (iii) for any other reasonable business purpose relating to the Seller, Purchaser or any of their respective Affiliates, but excluding, in each case, any dispute between the Seller 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 applicable discovery rules; provided that the case may be, which information relates 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 (A) violate or prejudice the rights of its customers, (B) result in the disclosure of Trade Secrets or competitively sensitive or classified information to third parties, (C) violate applicable Law, an applicable Judgment or a Contract or obligation of confidentiality owing to a third party, (D) jeopardize the protection of an attorney-client privilege, attorney work product protection or other legal privilege, (E) be adverse to the interests of such party or any Transferred Subsidiary of its Affiliates in any pending or threatened Action, (F) 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 pre-Closing periodCOVID-19 Measures. In any such event, for 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 less than six (6) years after the Closing Dateviolate applicable Law, Judgment or for any longer period as may be 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 by Law (including to incur any statute of limitations costs or expenses in connection therewith and applicable extensions thereof) or any Governmental Authority or (ii) reasonably necessary with respect to if the prosecution or defense Seller is the disclosing party, the Seller may redact portions of any audit or Action that is then pending or threatened and with respect to which the requesting party has notified the other 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, 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.
(b) From and after the Closing, for so long as such information is retained provided pursuant to this Section 5.16(a), Buyer and its Affiliates shall provide Parent and its Affiliates and its and their authorized Representatives copies, at Parent’s sole expense, during normal business hours, upon reasonable prior notice to Buyer, to the information described in Section 5.16(a7.07(b) to the extent that such copies may be reasonably required in connection with (i) the preparation of any Tax Return, financial statements, accounting records, audits or SEC obligations, (ii) any Action pending or threatened relating portions relate exclusively to the Purchased Assets (other than with respect Retained Businesses or the Excluded Assets. All requests for information made pursuant to Actions or claims relating this Section 7.07(b) shall be directed to the transactions contemplated executive officer or other Person designated by this Agreement or any Ancillary Document), Assumed Liabilities, the Transferred Subsidiaries or the 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 of the businesses or operations of Buyer or its Affiliates or to the extent necessary to (x) ensure compliance with any applicable Law, (y) preserve any applicable privilege (including the attorney-client privilege) or (z) comply with any contractual confidentiality obligationsrelevant disclosing party.
(c) From and after the Closing, for so long as such information is retained pursuant to Section 5.16(a), Parent and its Affiliates shall provide Buyer and its Affiliates and its and their authorized Representatives copies, at Buyer’s sole expense, during normal business hours, upon reasonable prior notice to Parent, to the information described in Section 5.16(a) to the extent that such copies may be reasonably required in connection with (i) the preparation of any Tax Return, financial statements, accounting records, audits or SEC obligations, (ii) any Action pending or threatened relating to the 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 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 of the businesses or 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 the attorney-client privilege) or (z) comply with any contractual confidentiality obligations.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Ashland Global Holdings Inc)
Post-Closing Access. (a) Following the Initial Closing, each of Parent and Buyer Seller shall, and shall cause their its Affiliates to, : (i) preserve and keep all Books, Records and Files and all information relating any records of the Retained Companies related to the accountingAcquired Companies (and their predecessors) held immediately prior to the Final Closing for so long as and to the extent required by applicable Law (but in no event less than seven years after the Final Closing Date ) and (ii) make such records available to Buyer and its Representatives and provide them with reasonable access thereto, legalas may be reasonably required by Buyer, taxincluding (w) in connection with any Proceeding, regulatory, business and (x) in connection the preparation of financial affairs that are retained by Parent statements or any Tax returns of its Affiliates the Acquired Companies or are obtained by Buyer or any of its other Affiliates, (y) as the case may be, which information relates to the Business or any Transferred Subsidiary for any pre-Closing period, for not less than six (6) years after the Closing Date, or for any longer period as may be (i) required by applicable Law (including any statute of limitations and applicable extensions thereof) or any Governmental Authority or (iiz) reasonably necessary with respect where relevant to potential Losses or other Liabilities of the prosecution or defense of any audit or Action that is then pending or threatened and with respect to which the requesting party has notified the other 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, 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 materialsAcquired Companies.
(b) From and after Following the Final Closing, for so long as such information is retained pursuant Seller shall make available to Section 5.16(a), Buyer and its Affiliates shall provide Parent and Representatives the reasonable assistance and cooperation of the appropriate personnel and Representatives of Seller and its Affiliates and its and their authorized Representatives copies, at Parent’s sole expense, during normal business hours, upon reasonable prior notice to Buyer, to in the information review of the records described in Section 5.16(a6.12(a) as reasonably requested by Buyer. In addition, following the Final Closing, Seller shall make available to Buyer the extent that such copies 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 statements, or accounting records, audits statements in respect of any of the Acquired Companies or SEC obligations, (ii) any Action pending or threatened relating to the Purchased Assets (other than with respect to Actions or claims relating to the transactions contemplated by this Agreement Buyer or any Ancillary Document), Assumed Liabilities, the Transferred Subsidiaries or the Business, or of its other Affiliates and (iii) compliance with applicable Law or Governmental Orders, in each case except to the extent such access would unreasonably interfere with or disrupt any transition of the businesses or business, operations of Buyer or its Affiliates or to the extent necessary to (x) ensure compliance with any applicable Law, (y) preserve any applicable privilege (including the attorney-client privilege) or (z) comply with any contractual confidentiality obligations.
(c) From and after the Closing, for so long as such information is retained pursuant to Section 5.16(a), Parent and its Affiliates shall provide Buyer and its Affiliates and its and their authorized Representatives copies, at Buyer’s sole expense, during normal business hours, upon reasonable prior notice to Parent, to the information described in Section 5.16(a) to the extent that such copies may be reasonably required in connection with (i) the preparation of any Tax Return, financial statements, accounting records, audits or SEC obligations, (ii) any Action pending or threatened relating to the 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 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 employees of the businesses or operations of Parent or its Affiliates or except HVDH Companies from Seller to the extent necessary to (x) ensure compliance with any applicable Law, (y) preserve any applicable privilege (including the attorney-client privilege) or (z) comply with any contractual confidentiality obligationsBuyer.
Appears in 1 contract
Sources: Share Purchase Agreement (Harvest Natural Resources, Inc.)
Post-Closing Access. (a) Following the Closing, each of Parent and Buyer The Seller shall, and shall cause each other member of the 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 Affiliates 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, Records records and Files and all other information relating to the accountingBusiness and all employees and auditors (including by making them available for depositions, legalinterrogatories, taxtestimony, regulatoryinvestigation and preparation in connection with any legal or arbitration proceeding) available to the other, business as may be reasonably required by such party, and financial affairs that are retained by Parent at the sole expense of the requesting party, (i) in connection with any audit or investigation of, insurance claims by, legal proceedings against, disputes involving, or governmental investigations of, the Seller or the Purchaser or any of their respective Affiliates, (ii) in order to enable the Seller or the Purchaser to comply with its Affiliates obligations under this Agreement and each other agreement, document or are obtained by Buyer instrument contemplated hereby or thereby or (iii) for any other reasonable business purpose relating to the Seller, the Purchaser or any of their respective Affiliates, but excluding, in each case, any dispute between the Seller or any of its Affiliates, as on the case may beone hand, which information relates to and the Business Purchaser or any Transferred Subsidiary for any pre-Closing periodof its Affiliates, for not less than six (6) years after on the Closing Dateother hand, or for any longer period except as may would be (i) required by Law applicable civil process or applicable discovery rules
(including any statute of limitations and applicable extensions thereofd) or any Governmental Authority or (ii) reasonably necessary with respect to Promptly following the prosecution or defense of any audit or Action that is then pending or threatened and with respect to which Closing, the requesting party has notified the other parties as to the need to retain such Books, Records and Files or information. Each of Parent and Buyer Seller shall provide the other Purchaser with written notice at least sixty (60) days prior to it or its Affiliates transferring, destroying or discarding the last an electronic 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.
(b) From and after the Closing, for so long as such information is retained pursuant to Section 5.16(a), Buyer and its Affiliates shall provide Parent and its Affiliates and its and their authorized Representatives copies, at Parent’s sole expense, during normal business hours, upon reasonable prior notice to Buyer, to the information described in Section 5.16(a) to the extent that such copies may be reasonably required virtual data room maintained by Intralinks in connection with (i) the preparation of any Tax Return, financial statements, accounting records, audits or SEC obligations, (ii) any Action pending or threatened relating to the Purchased Assets (other than with respect to Actions or claims relating to the transactions contemplated by this Agreement or any Ancillary Document), Assumed Liabilities, as it existed as of the Transferred Subsidiaries or close of business on the Business, or (iii) compliance with applicable Law or Governmental Orders, in each case except day prior to the extent such access would unreasonably interfere with or disrupt any of the businesses or operations of Buyer or its Affiliates or to the extent necessary to (x) ensure compliance with any applicable Law, (y) preserve any applicable privilege (including the attorney-client privilege) or (z) comply with any contractual confidentiality obligationsClosing.
(c) From and after the Closing, for so long as such information is retained pursuant to Section 5.16(a), Parent and its Affiliates shall provide Buyer and its Affiliates and its and their authorized Representatives copies, at Buyer’s sole expense, during normal business hours, upon reasonable prior notice to Parent, to the information described in Section 5.16(a) to the extent that such copies may be reasonably required in connection with (i) the preparation of any Tax Return, financial statements, accounting records, audits or SEC obligations, (ii) any Action pending or threatened relating to the 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 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 of the businesses or 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 the attorney-client privilege) or (z) comply with any contractual confidentiality obligations.
Appears in 1 contract
Post-Closing Access. (a) Following From and after the Closing, each of Parent and Buyer shall, and shall cause their Affiliates its Subsidiaries (including the Company), at Seller’s reasonable written request, to, preserve (i) give Seller and keep all Books, Records and Files and all information relating its Representatives reasonable access to the accounting, legal, tax, regulatory, business books 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 case may be, which information relates records Related to the Business or the Company prior to the Closing that, in each case, are in the possession or under the control of Buyer or its Subsidiaries immediately after the Closing, (ii) furnish to Seller and its Representatives such financial and operating data and other information Related to the Business or the Company prior to the Closing that, in each case, are in the possession or under the control of Buyer or its Subsidiaries immediately after the Closing and (iii) use commercially reasonable efforts to cause the employees of Buyer and its Subsidiaries (including the Company) to reasonably cooperate with Seller and its Representatives, in each case of clauses (i), (ii) and (iii), to the extent reasonably requested by Seller in connection with accounting, Tax and other similar needs, including responding to and addressing (x) any Transferred Subsidiary claim related to or arising from any Retained Liabilities or (y) information requests from any Governmental Entities. Buyer shall retain such books and records Related to the Business or the Company for any pre-Closing period, for not less than six a period of five (65) years after the Closing Dateor, or for if shorter, the applicable period specified in Buyer’s document retention policy; provided, however, that Buyer shall notify Seller in writing at least thirty (30) days in advance of destroying any longer period as may be (i) required by Law (including any statute of limitations such books and applicable extensions thereof) or any Governmental Authority or (ii) reasonably necessary with respect records prior to the prosecution or defense fifth (5th) anniversary of any audit or Action that is then pending or threatened and with respect the Closing Date in order to which provide Seller the requesting party has notified the other 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, work papers, reports, correspondence and other similar materials and the other parties shall have the right, at its expense, opportunity to copy or take any such materialsbooks and records for use in the manner permitted by this Section 5.13(a).
(b) From and after the Closing, for so long as such information is retained pursuant to Section 5.16(a)Seller shall, and shall cause its Subsidiaries, at Buyer’s reasonable written request, to, (i) give Buyer and its Affiliates shall provide Parent Representatives reasonable access to the books and records of the Seller and its Affiliates and its and their authorized Representatives copies, at Parent’s sole expense, during normal business hours, upon reasonable prior notice to Buyer, to the information described in Section 5.16(a) Subsidiaries to the extent that such copies may be reasonably required Related to the Business or the Company prior to the end of the term of the Transition Services Agreement that, in connection with (i) each case, are in the preparation possession or under the control of any Tax Return, financial statements, accounting records, audits Seller or SEC obligationsits Subsidiaries immediately after the Closing, (ii) any Action pending or threatened furnish to Buyer and its Representatives such financial and operating data and other information to the extent relating to the Purchased Assets (other than with respect to Actions conduct of the Business or claims relating the Company prior to the transactions contemplated by this end of the term of the Transition Services Agreement that, in each case, are in the possession or any Ancillary Document), Assumed Liabilities, under the Transferred control of Seller or its Subsidiaries or immediately after the Business, or Closing and (iii) compliance use commercially reasonable efforts to cause the employees of the Seller and its Subsidiaries to reasonably cooperate with applicable Law or Governmental OrdersBuyer and its Representatives, in each case except of clauses (i), (ii) and (iii), to the extent such access would unreasonably interfere reasonably requested by Buyer in connection with or disrupt any of the businesses or operations of Buyer or its Affiliates or accounting, Tax, SEC reporting and other similar needs to the extent necessary Related to the Business or the Company prior to the end of the term of the Transition Services Agreement. Seller shall retain such books and records Related to the Business or the Company for a period of five (x5) ensure compliance with years after the Closing or, if shorter, the applicable period specified in Seller’s document retention policy; provided, however, that Seller shall notify Buyer in writing at least thirty (30) days in advance of destroying any applicable Law, such books and records prior to the fifth (y5th) preserve any applicable privilege (including anniversary of the attorney-client privilege) or (z) comply with any contractual confidentiality obligationsClosing Date in order to provide Buyer the opportunity to copy such books and records for use in the manner permitted by this Section 5.13(b).
(c) Any such access described in Sections 5.13(a) and 5.13(b) above shall be granted in a manner as not to interfere unreasonably with the conduct of the business of the Party granting such access. The foregoing shall not require such Party (i) to permit any inspection, or to disclose any information, that would reasonably be expected to result in (A) the disclosure of any trade secrets of third parties or (B) the violation of any Law by Seller or any of its Subsidiaries or (ii) to disclose any privileged information of Seller or any of its Subsidiaries; provided, however, that in accordance with such trade secret or Law and in a manner that does not result in the waiver of any such privilege, such Party shall use its commercially reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which these restrictions apply. Nothing in this Section 5.13 shall limit, expand or otherwise modify in any respect any rights any Party may have with respect to discovery or the production of documents or other information in connection with any litigation and, for the avoidance of doubt, none of the provisions of this Section 5.13 shall require a Party to give to the other Party any information that would reasonably be expected to be relevant to any then existing actual or potential Action between the Parties.
(d) From and after the Closing, for so long as such information is retained pursuant Seller, on the one hand, and Buyer, on the other hand, shall use their respective commercially reasonable efforts to Section 5.16(a), Parent and its Affiliates shall provide Buyer and its Affiliates and its and their authorized Representatives copies, at Buyer’s sole expense, during normal business hoursmake available to each other, upon reasonable prior notice to Parentwritten request, to the information described in Section 5.16(atheir (and their Affiliates’) respective officers, directors, employees and other Representatives for fact finding, consultation and interviews and as witnesses to the extent that any such copies individual may reasonably be reasonably required in connection with (i) any Actions in which the preparation of any Tax Return, financial statements, accounting records, audits or SEC obligations, (ii) any Action pending or threatened requesting Party may from time to time be involved relating to the Purchased Assets conduct of the Business or the Retained Businesses prior to or after the Closing (other than with respect any dispute or Action between Seller, its Affiliates and their respective Representatives, on the one hand, and Buyer, its Affiliates and their respective Representatives, on the other hand). Access to Actions or claims relating such Persons shall be granted during normal business hours at a location and in a manner reasonably calculated to the transactions contemplated by this Agreement or any Ancillary Document), Assumed Liabilitiesminimize disruption to such individuals, the Transferred Subsidiaries Business and the Retained Businesses, as applicable. Seller and Buyer agree to reimburse each other for reasonable out-of-pocket expenses, including attorneys’ fees, but excluding officers’ or the Businessemployees’ salaries or other wages, or (iii) compliance incurred by any other Party in connection with applicable Law or Governmental Orders, in each case providing individuals and witnesses pursuant to the extent such access would unreasonably interfere with or disrupt any of the businesses or 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 the attorney-client privilege) or (z) comply with any contractual confidentiality obligationsthis Section 5.13(d).
Appears in 1 contract
Post-Closing Access. (a) Following After the Closing, upon reasonable notice, for a period of six years each of Parent the Buyer and Buyer shallthe Sellers will give, and shall or cause their Affiliates toto be given, preserve and keep all Books, Records and Files and all information relating to the accountingrepresentatives, legalemployees, taxcounsel and accountants of the other, 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 case may be, which information relates to the Business or any Transferred Subsidiary for any pre-Closing period, for not less than six (6) years after the Closing Date, or for any longer period 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 Action that is then pending or threatened and with respect to which the requesting party has notified the other 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, 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.
(b) From and after the Closing, for so long as such information is retained pursuant to Section 5.16(a), Buyer and its Affiliates shall provide Parent and its Affiliates and its and their authorized Representatives copies, at Parent’s sole expenseaccess, during normal business hours, upon reasonable prior notice to Buyer, all books and records which relate to the information described in Section 5.16(a) Target Group and the Business and which relate to periods prior to the Closing, and will permit such Persons to examine and copy such books and records to the extent that such copies may be reasonably required requested by the other Party in connection with (i) the preparation of any Tax Returntax and financial reporting matters, financial statementsaudits, accounting recordslegal proceedings, audits or SEC obligations, (ii) any Action pending or threatened relating to the Purchased Assets (governmental investigations and other than with respect to Actions or claims relating to the transactions contemplated by this Agreement or any Ancillary Document), Assumed Liabilitiesbusiness purposes. However, the Transferred Subsidiaries Buyer and/or H▇▇▇▇▇ shall not be obligated to take any action pursuant to this Section that would unreasonably disrupt the Target Group or the Business, or (iii) compliance with applicable Law or Governmental Orders, in each case except violate the terms of any contract to the extent such access would unreasonably interfere with or disrupt which any of the businesses or operations of Buyer or its Affiliates Target Group is a party or to which any of their assets is subject or grant access to any of their proprietary, confidential or classified information. The Sellers, the extent Buyer and H▇▇▇▇▇ will co-operate with each other in the conduct of any tax audit or similar proceedings involving or otherwise relating to any of the Target Group, the Purchased Shares, the Assets or the Business (or the income therefrom or assets thereof) and each will execute and deliver such powers of attorney and other documents as are necessary to (x) ensure compliance with any applicable carry out the intent of this Section. Such access shall be given to each Party subject to non-disclosure obligations in the Confidentiality Agreement, other confidentiality agreements, lawyer client privilege and other disclosure restrictions imposed by Applicable Law, (y) preserve any applicable privilege (including the attorney-client privilege) or (z) comply with any contractual confidentiality obligations.
(cb) From and As soon as practicable after the Closing, for so long as such information is retained pursuant to Section 5.16(a), Parent and its Affiliates the Buyer shall provide Buyer to individuals any notices of the transaction as are required by law. For greater certainty and its Affiliates and its and their authorized Representatives copies, at Buyer’s sole expense, during normal business hours, upon reasonable prior notice to Parent, to without limiting the information described in Section 5.16(a) to generality of the extent that such copies may be reasonably required in connection with (i) the preparation of any Tax Return, financial statements, accounting records, audits or SEC obligations, (ii) any Action pending or threatened relating to the Purchased Assets (other than with respect to Actions or claims relating to the transactions contemplated by this Agreement or any Ancillary Document), Assumed Liabilitiesforegoing, the Transferred Subsidiaries or the Business, or (iii) compliance Buyer shall provide notices of disclosure to individuals in accordance with applicable Law or Governmental Orders, Privacy Law. The Sellers shall co-operate with the Buyer in each case to the extent provision of such access would unreasonably interfere with or disrupt any of the businesses or 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 the attorney-client privilege) or (z) comply with any contractual confidentiality obligationsnotices.
Appears in 1 contract
Post-Closing Access. (a) Following the ClosingClosing and until the sixth anniversary of the Closing Date, each of Parent and Buyer the Purchaser shall, and shall cause their Affiliates toeach Subject Company, preserve and keep all Books, Records and Files and all information relating to provide to the accounting, legal, tax, regulatory, business Parent 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 case may beemployees, which information relates 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 Subject Companies to, maintain the contracts, agreements, documents and books and records of the Business or that were in the possession of any Transferred Subsidiary of the Subject Companies as of the Closing Date for any pre-Closing period, for a period of not less than six (6) years after following the Closing Date, or for any longer period as may be (i) required by Law (including any statute of limitations and applicable extensions thereof) or any Governmental Authority or (ii) reasonably necessary Date in accordance with respect to the prosecution or defense of any audit or Action that is then pending or threatened and with respect to which the requesting party has notified the other 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, 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 materialsSubject Companies’ current document retention policies.
(b) From Following the Closing and after until the Closingsixth anniversary of the Closing Date, for so long as such information is retained pursuant the Parent shall, and shall cause its Affiliates, to Section 5.16(a), Buyer provide to the Purchaser and its Affiliates shall provide 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 Parent and its Affiliates (including the accounting records of the Subject Companies and, subject to entering into customary access letters, the work papers of the accountants of the Parent and its and their authorized Representatives copies, at Parent’s sole expense, during normal business hours, upon reasonable prior notice to Buyer, to the information described in Section 5.16(aAffiliates) to the extent that such copies may be reasonably required in connection with (i) the preparation of any Tax Return, financial statements, accounting records, audits or SEC obligations, (ii) any Action pending or threatened relating to the Purchased Assets (other than with respect to Actions or claims relating to Business and in the transactions contemplated by this Agreement or any Ancillary Document), Assumed Liabilities, the Transferred Subsidiaries or the 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 possession of any of the businesses or operations of Buyer or its Affiliates or to the extent necessary to (x) ensure compliance with any applicable Law, (y) preserve any applicable privilege (including the attorney-client privilege) or (z) comply with any contractual confidentiality obligations.
(c) From and after the Closing, for so long as such information is retained pursuant to Section 5.16(a), Parent and its Affiliates shall provide Buyer and its Affiliates and its and their authorized Representatives copies, at Buyer’s sole expense, during normal business hours, upon reasonable prior notice to Parent, to the information described in Section 5.16(a) to the extent that such copies may be reasonably required in connection with (i) the preparation of any Tax Return, financial statements, accounting records, audits or SEC obligations, (ii) any Action pending or threatened relating to the 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 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 of the businesses or operations of Parent or its Affiliates as of the Closing Date, for any reasonable business purpose relating to the Business, including (A) the preparation or except 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 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 such information or documentation relates to or includes any information relating to the Retained Business, such information and documentation shall be subject to Section 12.10(b). Following the Closing the Parent shall, and shall cause its Affiliates to, maintain the contracts, agreements, documents and books and records to the extent necessary relating to the Business that were in the possession of any of the Parent or its Affiliates as of the Closing Date for a period of not less than six (x6) ensure compliance years following the Closing Date in accordance with any applicable Law, (y) preserve any applicable privilege (including the attorney-client privilege) or (z) comply with any contractual confidentiality obligationsParent’s current document retention policies.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Verisk Analytics, Inc.)
Post-Closing Access. Subject to applicable Law and subject to Section 8.10(c) and the Access Restrictions, except as otherwise provided in any Ancillary Agreement, from and after the Closing and until the earlier of seven (a7) Following years 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 (including, in the case of Buyer following the Closing, each the Vantive Group Entities), shall retain, or cause to be retained, in accordance with the record-keeping practices of Parent and Buyer shall, Seller or the Vantive Group Entities as in effect on the Execution Date and shall provide or make available, or cause their Affiliates toto be provided or made available, preserve and keep all Books, Records and Files and all information relating to the accountingother Party or its applicable Subsidiaries as promptly as reasonably practicable after written request therefor, legal, tax, regulatory, business and financial affairs that are retained by Parent any Information (or a copy thereof) in the possession or under the control of such Party or any of its Affiliates or are obtained by Buyer or any of its Affiliates, as the case may be, which information relates to the Business or any Transferred Subsidiary for any pre-Closing period, for not less than six (6) years after the Closing Date, or for any longer period 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 Action that is then pending or threatened and with respect to which the requesting party has notified the other 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, 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.
(b) From and after the Closing, for so long as such information is retained pursuant to Section 5.16(a), Buyer and its Affiliates shall provide Parent and its Affiliates and its and their authorized Representatives copies, at Parent’s sole expense, during normal business hours, upon reasonable prior notice to Buyer, to the information described in Section 5.16(a) Subsidiaries to the extent that such copies may be reasonably required in connection with (i) such Information (A) relates to or is necessary for the preparation operation of the Business, or relates to any Tax ReturnTransferred Asset or Assumed Liability, financial statementsif a Vantive Group Entity is the requesting Party, accounting recordsor (B) relates to or is necessary for the operation of the Retained Business, audits or SEC obligationsrelates to any Excluded Assets or Excluded Liability, if Seller is the requesting Party; (ii) any Action pending such Information is required by the requesting Party to comply with its (or threatened relating to the Purchased Assets (other than with respect to Actions or claims relating to the transactions contemplated by its applicable Subsidiaries’) obligations under this Agreement or any Ancillary Document), Assumed Liabilities, Agreement or any other agreement to which the Transferred requesting Party or any of its Subsidiaries is a party or the Business, any of its respective properties or assets are bound; (iii) compliance such Information is required by the requesting Party to comply with any obligation imposed by applicable Law or any Governmental OrdersEntity; or (iv) such Information is reasonably requested by the requesting Party in evaluating its potential exposure to Liabilities of the other Party or any of its Subsidiaries under any guarantees and other obligations that have not been fully novated, replaced and/or transferred to such other Party or its applicable Subsidiaries in accordance with Section 4.22(a) or Section 4.22(b), as applicable; provided, however, that, in each case except the event that the Party to which the extent request has been made determines that any such access would unreasonably interfere with provision of Information could be commercially detrimental, violate any Law or disrupt any of the businesses or operations of Buyer or its Affiliates or to the extent necessary to (x) ensure compliance with any applicable Law, (y) preserve any applicable privilege agreement (including the any obligations of confidentiality), or waive any attorney-client privilege) or (z) comply with any contractual confidentiality obligations.
(c) From and after , then the Closing, for so long as Parties shall use commercially reasonable efforts to agree on an approach to permit the provision of such information is retained pursuant to Section 5.16(a), Parent and its Affiliates shall provide Buyer and its Affiliates and its and their authorized Representatives copies, at Buyer’s sole expense, during normal business hours, upon reasonable prior notice to Parent, to the information described in Section 5.16(a) Information to the extent and in a manner that avoids any such detriment, violation or waiver; and provided, further, that the Party requested to provide such Information shall have no obligation pursuant to this Section 4.6(c) to provide any such Information unless it is satisfied in its reasonable discretion, that such copies 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 (and 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) 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 required in connection with (i) established by the preparation of any Tax Return, financial statements, accounting records, audits or SEC obligations, (ii) any Action pending or threatened relating other Party to the Purchased Assets (other than with respect respond to Actions or claims relating to the transactions contemplated by this Agreement or any Ancillary Document), Assumed Liabilities, the Transferred Subsidiaries or the 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 of the businesses or 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 the attorney-client privilege) or (z) comply with any contractual confidentiality obligationsrequests.
Appears in 1 contract
Sources: Equity Purchase Agreement (Baxter International Inc)
Post-Closing Access. (a) Following the Closing, each of Parent and Buyer Purchaser agrees that it shall, and shall cause their its controlled Affiliates to, preserve and keep all Books, the books of accounts and financial and other Records and Files and all information held by it relating to the accountingBusiness (including accountants’ work papers) for a period of seven (7) years from the Closing Date; provided, legalthat prior to disposing of any such Records after such period, taxthe 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 sixty (60) 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 sixty (60)-day period, regulatorythe Person who possesses the records may proceed with the disposition of such records.
(b) After the Closing, the Seller and Purchaser 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 such times, during normal business hours, and financial affairs that are retained places as may be reasonably required by Parent 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 Affiliates obligations under this Agreement, any of the other Transaction Documents and each other agreement, document or are obtained by Buyer instrument contemplated hereby or thereby or (iii) for any other reasonable 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 case may be, which information relates 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 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 Transferred Subsidiary for any pre-Closing periodsuch event, for 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 less than six (6) years after the Closing Date, or for any longer period as may be (i) required by violate applicable Law (including any statute of limitations and applicable extensions thereof) or any Governmental Authority or (ii) reasonably necessary with respect 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 prosecution or defense Seller is the disclosing party, the Seller may redact portions of any audit or Action that is then pending or threatened and with respect to which the requesting party has notified the other 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, 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.
(b) From and after the Closing, for so long as such information is retained provided pursuant to this Section 5.16(a), Buyer and its Affiliates shall provide Parent and its Affiliates and its and their authorized Representatives copies, at Parent’s sole expense, during normal business hours, upon reasonable prior notice to Buyer, to the information described in Section 5.16(a7.07(b) to the extent that such copies may be reasonably required in connection with (i) the preparation of any Tax Return, financial statements, accounting records, audits or SEC obligations, (ii) any Action pending or threatened relating portions relate exclusively to the Purchased Assets (other than with respect Retained Businesses or the Excluded Assets. All requests for information made pursuant to Actions or claims relating this Section 7.07(b) shall be directed to the transactions contemplated executive officer or other Person designated by the relevant disclosing party. Notwithstanding anything to the contrary in this Agreement or otherwise, in the event of any Ancillary Document)dispute between Purchaser or any of its Affiliates, Assumed Liabilitieson the one hand, and the Seller or any of its Affiliates, on the other hand, the Transferred Subsidiaries or the Business, or applicable rules of discovery (iiiand not this Section 7.07(b)) compliance with applicable Law or Governmental Orders, in each case except to the extent such access would unreasonably interfere with or disrupt any of the businesses or operations of Buyer or its Affiliates or to the extent necessary to (x) ensure compliance with any applicable Law, (y) preserve any applicable privilege (including the attorney-client privilege) or (z) comply with any contractual confidentiality obligationsshall apply.
(c) From and after the Closing, for so long as such information is retained pursuant to Section 5.16(a), Parent and its Affiliates shall provide Buyer and its Affiliates and its and their authorized Representatives copies, at Buyer’s sole expense, during normal business hours, upon reasonable prior notice to Parent, to the information described in Section 5.16(a) to the extent that such copies may be reasonably required in connection with (i) the preparation of any Tax Return, financial statements, accounting records, audits or SEC obligations, (ii) any Action pending or threatened relating to the 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 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 of the businesses or 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 the attorney-client privilege) or (z) comply with any contractual confidentiality obligations.
Appears in 1 contract
Sources: Asset Purchase Agreement (Goodyear Tire & Rubber Co /Oh/)
Post-Closing Access. (a) Following the Closing, each of Parent and the Buyer Parties shall, and shall cause their Affiliates respective subsidiaries to, preserve permit the Seller, each Cash-Out Holder and keep their respective duly authorized representatives reasonable access (subject to reasonable COVID-19-related health and safety measures) during normal business hours (upon reasonable advance written notice (e-mail being acceptable) to the Buyer) to all BooksContracts, Records books and Files records and all information other documents, information, materials and data (in any media) relating to the accountingBusiness, legalthe Acquired Assets and/or the Assumed Liabilities, taxin each case, regulatorywith respect to periods prior to the Closing (and for any period ending after the Closing Date to the extent reasonably necessary for the Seller or the Cash-Out Holders to prepare and file their Tax Returns in accordance with applicable Law) for only the following reasons: (i) the preparation or examination of Tax Returns, business regulatory filings and financial affairs statements, (ii) the conduct of any Proceeding (whether pending or threatened) and (iii) the enforcement or discharge of its indemnification rights or other obligations under this Agreement; provided that such access shall be conducted in a manner that does not unreasonably interfere with the operations of the Business. The Seller and each Cash-Out Holder shall, and shall cause their respective authorized representatives to, maintain the confidentiality of any such materials or information in accordance the terms of Section 6.07(c). Notwithstanding the obligations contained in this Section 6.02(b), the Buyer Parties shall not be required to provide access to or to disclose information where such access or disclosure would or would reasonably be expect to jeopardize the attorney-client work product or other legal privilege of the Buyer Parties or violate or contravene applicable Law (other than books and records subject to joint defense or common interest privilege); provided that the Buyer Parties shall use commercially reasonable efforts to provide such information in a manner that does not result in a waiver of such privilege or violation or contravention of applicable Law. Notwithstanding anything in this Agreement to the contrary, the Seller shall have the right, subject to compliance with all applicable Laws and the confidentiality obligations set forth in Section 6.07(c), to retain copies of books and records and other documents, information, materials and data (in any media) (including, for the avoidance of doubt, Tax Returns and other information and documents relating to Tax matters) of the Business (A) relating to information (including personnel and similar records) regarding the Seller Business Employees or relating to the Tax Returns of or relating to the Business, (B) as required by applicable Law, Order or request of any Governmental Authority with applicable jurisdiction or (C) as may be necessary for the Seller and its Affiliates to perform their respective obligations pursuant to this Agreement or any other Transaction Document. The Buyer agrees that, with respect to all original books and records and other documents, information, materials and data of the Business included in the Acquired Assets, it will (x) comply in all material respects with all applicable Laws relating to the preservation and retention of records, (y) apply preservation and retention policies that are retained no less stringent than those generally applied by Parent or any the Buyer Parties from time to time with respect to their own businesses and (z) maintain such books and records and other documents, information, materials and data for examination and copying by the Seller (such copying to be at the expense of its Affiliates or are obtained by Buyer or any of its Affiliates, as the case may be, which information relates to the Business or any Transferred Subsidiary Seller) for any pre-Closing period, for not less than six (6) years after the Closing Date, or for any longer period 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 Action that is then pending or threatened and with respect to which the requesting party has notified the other 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, 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.
(b) From and after following the Closing, for so long as such information is retained pursuant to Section 5.16(a), Buyer and its Affiliates shall provide Parent and its Affiliates and its and their authorized Representatives copies, at Parent’s sole expense, during normal business hours, upon reasonable prior notice to Buyer, to the information described in Section 5.16(a) to the extent that such copies may be reasonably required in connection with (i) the preparation of any Tax Return, financial statements, accounting records, audits or SEC obligations, (ii) any Action pending or threatened relating to the 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 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 of the businesses or operations of Buyer or its Affiliates or to the extent necessary to (x) ensure compliance with any applicable Law, (y) preserve any applicable privilege (including the attorney-client privilege) or (z) comply with any contractual confidentiality obligations.
(c) From and after the Closing, for so long as such information is retained pursuant to Section 5.16(a), Parent and its Affiliates shall provide Buyer and its Affiliates and its and their authorized Representatives copies, at Buyer’s sole expense, during normal business hours, upon reasonable prior notice to Parent, to the information described in Section 5.16(a) to the extent that such copies may be reasonably required in connection with (i) the preparation of any Tax Return, financial statements, accounting records, audits or SEC obligations, (ii) any Action pending or threatened relating to the 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 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 of the businesses or 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 the attorney-client privilege) or (z) comply with any contractual confidentiality obligations.
Appears in 1 contract
Sources: Asset Purchase Agreement (Bridge Investment Group Holdings Inc.)
Post-Closing Access. (a) Following the Closing, each of Parent and Buyer shall, and shall cause their Affiliates to, preserve and keep all Books, Records and Files and all information relating to the accounting, legal, tax, 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 case may be, which information relates to the Business or any Transferred Subsidiary for any pre-Closing period, for not less than six (6) years after the Closing Date, or for any longer period 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 Action that is then pending or threatened and with respect to which the requesting party has notified the other 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, 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.
(b) From and after the Closing, for so long as such information is retained pursuant to Section 5.16(a)Buyer shall, Buyer at Seller’s expense, (i) give Seller and its Affiliates shall provide Parent and its Affiliates and its and their authorized Representatives copies, at Parent’s sole expensereasonable access, during normal business hours, hours and upon reasonable prior notice to Buyernotice, to the information described in Section 5.16(a) offices, properties and records that are Acquired Assets relating to the extent that such copies may be reasonably required in connection with (i) conduct of the preparation of any Tax Return, financial statements, accounting records, audits Business on or SEC obligationsbefore the Closing Date, (ii) any Action pending or threatened furnish to Seller and its Representatives such financial and operating data and other information relating to the Purchased Assets (other than with respect to Actions conduct of the Business on or claims relating to before the transactions contemplated by this Agreement or any Ancillary Document)Closing Date, Assumed Liabilities, the Transferred Subsidiaries or the Business, or and (iii) compliance cause the employees, counsel, auditors and other Representatives of Buyer, to cooperate with applicable Law or Governmental OrdersSeller and its Representatives, in each case except case, to the extent such access would unreasonably interfere reasonably requested by Seller in connection with or disrupt any of the businesses or operations of Buyer or its Affiliates or to the extent necessary to (x) ensure compliance with any applicable Lawaccounting, (y) preserve any applicable privilege (including the attorney-client privilege) or (z) comply with any contractual confidentiality obligations.
(c) Tax, legal defense and other similar needs. From and after the Closing, for so long as such information is retained pursuant to Section 5.16(a)Seller shall, Parent and shall cause its Affiliates shall provide Buyer and its Affiliates and its and their authorized Representatives copiesSubsidiaries to, at Buyer’s sole expense, (A) give Buyer and its Representatives reasonable access, during normal business hours, hours and upon reasonable prior notice to Parentnotice, to the offices, properties and business records of Seller and its Subsidiaries relating to the conduct of the Business on or before the Closing Date, (B) furnish to Buyer and its Representatives such financial and operating data and other information described relating to the conduct of the Business on or before the Closing Date, and (C) cause the employees, counsel, auditors and other Representatives of Seller and its Subsidiaries to cooperate with Buyer and its Representatives, in Section 5.16(a) each case, to the extent that such copies may be reasonably required requested by Buyer in connection with (i) the preparation of any Tax Returnaccounting, financial statementsTax, accounting records, audits or SEC obligations, (ii) any Action pending or threatened relating to the Purchased Assets (legal defense and 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 Business, or (iii) compliance with applicable Law or Governmental Orders, in each case to the extent similar needs. Any such access would shall be granted in a manner as not to unreasonably interfere with or disrupt any the conduct of the businesses or operations business of Parent or its Affiliates or except the Party granting such access. Notwithstanding the foregoing, either Party may withhold such access, as and to the extent necessary to (x) ensure compliance avoid contravention or waiver, as to any document or information the disclosure of which could reasonably be expected to violate any Contract or any Law or result in the waiver of any legal privilege or work-product privilege; provided that to the extent practicable and in accordance with such Contract or Law, and in a manner that does not result of the waiver of any such privilege, such Party shall make reasonable and appropriate substitute disclosure arrangements under circumstances in which these restrictions apply; provided further, that nothing in this Section 6.3 shall limit in any respect any rights any Party may have with respect to discovery or the production of documents or other information in connection with any applicable Law, (y) preserve any applicable privilege (including the attorney-client privilege) or (z) comply with any contractual confidentiality obligationslitigation.
Appears in 1 contract
Post-Closing Access. (a) Following the Closing, each of Parent and Buyer shall, and shall cause their Affiliates to, preserve and keep all Books, Records and Files and all information relating to the accounting, legal, tax, regulatory, business and financial affairs that are retained by Parent or any for a period of its Affiliates or are obtained by Buyer or any of its Affiliates, as the case may be, which information relates to the Business or any Transferred Subsidiary for any pre-Closing period, for not less than six seven (67) years after following the Closing Date, or for any longer period retain all business records constituting part of the Acquired Assets, and during normal business hours shall provide Seller and its designees and representatives with such access to the books and records of Seller included among the Acquired Assets as may be (i) required reasonably requested by Law (including any statute Seller for the limited purpose of limitations and applicable extensions thereof) or any Governmental Authority or (ii) reasonably necessary with respect concluding Seller’s involvement in the Business conducted by Seller prior to the prosecution Closing and for complying with Seller’s obligations under applicable Tax, employment and other Laws. Seller and its designees shall be entitled, at Seller’s expense, to make extracts and copies of such books and records. Seller shall, for a period of seven (7) years following the Closing Date, retain all business records retained by Seller pursuant to this Agreement, and during normal business hours shall provide Buyer and its designees and representatives with such access to the books and records of Seller so retained as may be reasonably requested by Buyer for the limited purpose of conducting the Business conducted by Buyer following the Closing and for complying with Buyer’s obligations under applicable Tax, employment and other Laws. Buyer and its designees shall be entitled, at Buyer’s expense, to make extracts and copies of such books and records. Each party hereto agrees that it shall not, during such period, destroy or defense cause or permit to be destroyed any of any audit such material books or Action that is then pending or threatened and with respect to which records without first obtaining the requesting party has notified consent of the other parties as party hereto (or providing to the need such other party notice of such intent and a reasonable opportunity to retain copy such Books, Records and Files books or information. Each of Parent and Buyer shall provide the other with written notice records at least sixty thirty (6030) days prior to it or its Affiliates transferringsuch destruction). Notwithstanding the foregoing, destroying or discarding the last copy of any records, books, work papers, reports, correspondence and other similar materials and this Section 7.2.3(a) shall not require either party to permit the other parties party access to books and records or permit the other party to make copies and extracts of books and records to the extent doing so would be reasonably likely to result in a waiver of privilege, but such party shall have use its commercially reasonable efforts to permit the right, at its expense, other party such access and permit the other party to copy or take any make such materialscopies and extracts in a manner that would not waive privilege.
(b) From and after After the Closing, for so long as such information is retained pursuant to Section 5.16(a), Buyer and its Affiliates shall provide Parent and its Affiliates and its and their authorized Representatives copies, at Parent’s sole expense, during normal business hours, upon reasonable prior notice to Buyer, each party will make available to the information described other party their employees whom the other party may reasonably need in Section 5.16(a) order to defend or prosecute any legal or administrative action to which Seller or Buyer are a party and which relates to the extent that such copies conduct of the Business. The requesting party will pay or reimburse the other party for all reasonable expenses which may be reasonably required incurred by such employees in connection with (i) the preparation of any Tax Returntherewith, financial statementsincluding all travel, accounting recordslodging, audits or SEC obligationsand meal expenses, (ii) any Action pending or threatened relating to the 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 Business, or (iii) compliance with applicable Law or Governmental Orders, in each case except to the extent but shall not be responsible for reimbursing such access would unreasonably interfere with or disrupt any of the businesses or operations of Buyer party or its Affiliates or to the extent necessary to (x) ensure compliance with any applicable Lawofficers, (y) preserve any applicable privilege (including the attorney-client privilege) or (z) comply with any contractual confidentiality obligations.
(c) From directors, employees and after the Closingagents, for so long as their time spent in such information is retained pursuant to Section 5.16(a), Parent and its Affiliates shall provide Buyer and its Affiliates and its and their authorized Representatives copies, at Buyer’s sole expense, during normal business hours, upon reasonable prior notice to Parent, to the information described in Section 5.16(a) to the extent that such copies may be reasonably required in connection with (i) the preparation of any Tax Return, financial statements, accounting records, audits or SEC obligations, (ii) any Action pending or threatened relating to the 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 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 of the businesses or 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 the attorney-client privilege) or (z) comply with any contractual confidentiality obligationscooperation.
Appears in 1 contract