Post-Closing Cooperation. From and after the Closing, for a period of seven (7) years following the Closing, upon reasonable advance written notice, Purchaser shall, and shall cause the Company and its Subsidiary to, provide Seller and its Affiliates (including any other Hub Group Company) and their respective authorized representatives with reasonable access, during normal business hours, to the relevant portions of the books, records (including accountant’s work papers, subject to execution of customary access papers), properties, facilities, key employees and representatives of the Company and its Subsidiary with respect to periods prior to the Closing, matters occurring on or prior to the Closing and/or in connection with any matter relating to or arising out of this Agreement and/or any of the transactions contemplated hereby (whether or not relating to periods prior to the Closing or matters occurring on or prior to the Closing), and the ability to inspect and copy any such books and records, in each case, to the extent reasonably necessary for Seller’s financial reporting or accounting matters, the preparation or filing of any Tax return or the defense of any Tax claim or assessment, or otherwise in connection with any legitimate matter relating to or affected by the operations of the Company and its Subsidiary on or prior to the Closing Date, except for any such matter related to any Action by Seller or its representatives against, or that is or could reasonably be expected to become adverse in any material respect to, Purchaser, the Company, its Subsidiary or the Business; provided, that (i) any such access shall not unreasonably interfere with the business or operations of the Company or its Subsidiary and (ii) neither the Company nor its Subsidiary shall be obligated to provide any access to any documents or data which they are prohibited from doing so pursuant to applicable law or contractual restriction or which, in the reasonable good faith judgment of Purchaser, constitutes competitively sensitive information or would reasonably be expected to compromise or constitute a waiver of any attorney-client privilege of Purchaser, the Company or its Subsidiary. Unless otherwise consented to in writing by Seller, Purchaser shall not permit the Company or its Subsidiary, for a period of seven (7) years following the Closing, to destroy, alter or otherwise dispose of any of its books and records, or any portions thereof, relating to periods prior to the Closing and/or matters relating to this Agreement and the transactions contemplated hereby without first giving at least thirty (30) days prior written notice to Seller and offering to surrender to Seller such books and records or such portions thereof. Seller shall reimburse Purchaser and/or the Company or its Subsidiary for reasonable out-of-pocket costs and expenses incurred in connection with assisting Seller or its Affiliates pursuant to this Section 6.3.
Appears in 2 contracts
Sources: Purchase Agreement, Purchase Agreement (Hub Group, Inc.)
Post-Closing Cooperation. From (a) Buyer, on the one hand, and Seller Parent, on the other, shall cooperate with each other, and shall cause their Affiliates, officers, employees, agents, auditors and representatives to cooperate with each other after the Closing, for a period Closing to ensure the orderly transition of seven (7) years following the Business from Seller Parent and the other Sellers to Buyer and to minimize any disruption to the Business and the other respective businesses of Seller Parent and the other Sellers and Buyer that might result from the transactions contemplated hereby. After the Closing, upon reasonable advance written notice, Purchaser shallBuyer and Seller Parent shall furnish or cause to be furnished to each other and their employees, counsel, auditors, other representatives and shall cause the Company and its Subsidiary to, provide Seller and its Affiliates advisors reasonable access (including any other Hub Group Company) and their respective authorized representatives with reasonable accessthe ability to make copies), during normal business hours, to the relevant portions of the bookssuch employees, records (including accountant’s work papersadvisors, subject to execution of customary access papers)representatives, properties, facilities, key employees Books and representatives of the Company and its Subsidiary with respect to periods prior Records relating to the Closing, matters occurring on Business within the control of such party or prior to the Closing and/or in connection with any matter relating to or arising out of this Agreement and/or any of the transactions contemplated hereby (whether or not relating to periods prior to the Closing or matters occurring on or prior to the Closing), and the ability to inspect and copy any such books and records, in each case, to the extent its Affiliates as is reasonably necessary for Seller’s financial reporting or accounting matters, the preparation or filing of any Tax return or the defense of any Tax claim or assessment, or otherwise in connection with any legitimate matter relating to or affected by the operations of the Company and its Subsidiary on or prior to the Closing Date, except for any such matter related to any Action by Seller or its representatives against, or that is or could reasonably be expected to become adverse in any material respect to, Purchaser, the Company, its Subsidiary or the Business; provided, that (i) any such access shall not unreasonably interfere with the business or operations of the Company or its Subsidiary financial reporting, Tax and accounting matters and (ii) neither the Company nor its Subsidiary shall be obligated to provide any access to any documents defense or data which they are prohibited from doing so prosecution of litigation and disputes.
(b) Except as otherwise provided pursuant to applicable law or contractual restriction or whichSection 5.6 hereunder with respect to Tax matters and Tax records, in the reasonable good faith judgment of PurchaserBuyer and Seller Parent shall, constitutes competitively sensitive information or would reasonably be expected to compromise or constitute a waiver of any attorney-client privilege of Purchaser, the Company or its Subsidiary. Unless otherwise consented to in writing by and shall cause each Seller, Purchaser shall not permit to retain all Books and Records and other documents pertaining to the Company or its Subsidiary, Business in existence on the Closing Date for a period of seven (7) five years following the Closing. No such Books and Records or other documents shall be destroyed or disposed of by any retaining party during such five year period without first advising the other party in writing and giving such party a reasonable opportunity to obtain possession thereof for the purposes permitted by this Section 5.26.
(c) Each Seller shall authorize and empower Buyer on and after the Closing Date to receive and to open all mail received by Buyer, whether addressed to Buyer or a Seller, to destroy, alter or otherwise dispose of any of its books and records, or any portions thereof, relating to periods prior determine whether the contents relate to the Business conducted by an Asset Seller or a Sold Company and to deal with the contents of such communications in a proper manner. Each Seller shall promptly deliver to Buyer any mail or other communication received by such Seller on or after the Closing and/or matters relating Date pertaining to this Agreement and the transactions contemplated hereby without first giving at least thirty (30) days prior written notice Business. Buyer shall promptly deliver to Seller and offering Parent any mail or other communication received by Buyer after the Closing Date pertaining to surrender to Seller such books and records the Excluded Assets or such portions thereof. Seller the Excluded Liabilities.
(d) Each party shall reimburse Purchaser and/or the Company or its Subsidiary other for reasonable out-of-pocket costs and expenses incurred in connection with assisting Seller or its Affiliates the other pursuant to this Section 6.35.26. Neither party shall be required by this Section 5.26 to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations. Any information relating to the Business received by the Sellers pursuant to this Section 5.26 shall be subject to the Confidentiality Agreement.
(e) Seller Parent shall cooperate with Buyer to enable customer inquiries related to the Business to be directed to Buyer, including by developing redirects and a jump-page on its website domains related to the Business (including those website domains listed on Schedule 5.26) directing traffic to relevant pages on Buyer’s website.
Appears in 2 contracts
Sources: Asset and Stock Purchase Agreement (Bucyrus International Inc), Asset and Stock Purchase Agreement (Terex Corp)
Post-Closing Cooperation. From Subject to compliance with contractual obligations and after the Closingapplicable Law, for a period of seven three (73) years months immediately following the ClosingClosing Date, upon reasonable advance written notice, Purchaser shall, each party shall afford to the other party and shall cause the Company and its Subsidiary to, provide Seller and its Affiliates (including any other Hub Group Company) and their respective authorized representatives with reasonable access, party’s Representatives during normal business hours, hours in a manner so as to not unreasonably disrupt or interfere with the conduct of business reasonable access to the personnel of such party with relevant portions of knowledge regarding any Product, if any. Requests may be made under this Section 4.2 for access to information requested by the books, records (including accountant’s work papers, subject to execution of customary access papers), properties, facilities, key employees and representatives of the Company and its Subsidiary with respect to periods prior to the Closing, matters occurring on or prior to the Closing and/or requesting party in connection with its financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Agreements and all other proper business purposes (including determining any matter relating to its rights and obligations hereunder). A party making information or arising out personnel available to another party under this Section 4.2 shall be entitled to receive from such other party, upon the presentation of this Agreement and/or any of the transactions contemplated hereby (whether or not invoices therefor, payments for such amounts relating to periods prior to the Closing or matters occurring on or prior to the Closing)supplies, disbursements and the ability to inspect and copy any such books and records, in each case, to the extent reasonably necessary for Seller’s financial reporting or accounting matters, the preparation or filing of any Tax return or the defense of any Tax claim or assessment, or otherwise in connection with any legitimate matter relating to or affected by the operations of the Company and its Subsidiary on or prior to the Closing Date, except for any such matter related to any Action by Seller or its representatives against, or that is or could reasonably be expected to become adverse in any material respect to, Purchaser, the Company, its Subsidiary or the Business; provided, that (i) any such access shall not unreasonably interfere with the business or operations of the Company or its Subsidiary and (ii) neither the Company nor its Subsidiary shall be obligated to provide any access to any documents or data which they are prohibited from doing so pursuant to applicable law or contractual restriction or which, in the reasonable good faith judgment of Purchaser, constitutes competitively sensitive information or would reasonably be expected to compromise or constitute a waiver of any attorney-client privilege of Purchaser, the Company or its Subsidiary. Unless otherwise consented to in writing by Seller, Purchaser shall not permit the Company or its Subsidiary, for a period of seven (7) years following the Closing, to destroy, alter or otherwise dispose of any of its books and records, or any portions thereof, relating to periods prior to the Closing and/or matters relating to this Agreement and the transactions contemplated hereby without first giving at least thirty (30) days prior written notice to Seller and offering to surrender to Seller such books and records or such portions thereof. Seller shall reimburse Purchaser and/or the Company or its Subsidiary for reasonable other out-of-pocket costs and expenses expenses, as may reasonably be incurred in connection with assisting making such information or personnel available. Notwithstanding anything to the contrary contained herein, nothing in this Section 4.2 shall require (i) the Seller or any of its Affiliates pursuant or the Buyer or any of its Affiliates (x) to this Section 6.3waive the protection of an attorney-client privilege or (y) to take any action that would result in the disclosure of any trade secrets (provided that, in the case of clause (i)(x), the disclosing party shall use commercially reasonable efforts to provide the other party, to the extent possible, with access to the relevant information in a manner that would not reasonably be expected to result in any such waiver) or (ii) the auditors and independent accountants of the Seller or any of its Affiliates or of the Buyer or any of its Affiliates to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Elevation Oncology, Inc.), Asset Purchase Agreement (Merrimack Pharmaceuticals Inc)
Post-Closing Cooperation. From (a) Advisor and after the ClosingCompany shall cooperate with each other, and shall cause their Representatives to cooperate with each other, for a period of seven (7) years following 180 days after the Closing Date to facilitate the orderly transition of management of Company and Company Subsidiaries from Advisor to Waterfall and to minimize any disruption to Company and the Company Subsidiaries that might result from the transactions contemplated by the Merger Agreement. After the Closing, upon reasonable advance written notice, Purchaser shall, each of Advisor and Company shall furnish or cause the Company and its Subsidiary to, provide Seller and its Affiliates (including any to be furnished to each other Hub Group Company) and their respective authorized representatives with reasonable Representatives access, during normal business hours, to such information and assistance relating to Company and Company Subsidiaries (to the relevant portions extent within the control of such Party) as is reasonably necessary for the booksconduct of business in the ordinary course, records including but not limited to financial reporting, accounting and regulatory purposes.
(including accountant’s work papersb) For the avoidance of doubt, subject the delivery to execution the Board of customary access papers), properties, facilities, key employees Directors of all property and representatives documents of the Company and its or any Company Subsidiary with respect to periods prior to then in the Closing, matters occurring on or prior to the Closing and/or in connection with any matter relating to or arising out of this Agreement and/or any custody of the transactions contemplated hereby (whether Advisor required under Section 16(iii) of the Company Advisory Agreement shall include all imaged, electronic or not relating to periods prior to the Closing or matters occurring on or prior to the Closing), and the ability to inspect and copy any such books and records, in each case, physical Collateral Files to the extent reasonably necessary for Seller’s financial reporting or accounting matters, in the preparation or filing of any Tax return possession or the defense control of Advisor or its Affiliates (other than Company or any Tax claim or assessmentCompany Subsidiary). Any such documents shall be delivered by Advisor to a location in the United States, or otherwise in connection with as designated by Company. To the extent any legitimate matter relating to or affected by the operations such documents have not been delivered as of the Company and its Subsidiary on or prior to the Closing Date, except Advisor shall cause such documents to be delivered to Company or Company’s designee as promptly as reasonably practicable following the Closing Date and shall be held by Advisor in trust for any such matter related the benefit of Company until delivery to any Action by Seller Company or its representatives against, or that is or could reasonably be expected Company’s designee. Notwithstanding anything to become adverse the contrary in any material respect to, Purchaser, the Company, its Subsidiary this Agreement or the Business; providedMerger Agreement, that Advisor (i) any shall be permitted to retain such access shall not unreasonably interfere with the business or operations copies of the Company Collateral Files and other property and documents as are necessary solely for the purpose of demonstrating compliance with applicable Laws and for defending or its Subsidiary maintaining any Action, and (ii) neither shall not be required to deliver such copies of the Company nor its Subsidiary shall be obligated to provide Collateral Files and other property and documents as are maintained on any access to any documents back-up or data which they are prohibited from doing so pursuant to applicable law or contractual restriction or which, archival electronic storage system maintained by Advisor in the reasonable good faith judgment ordinary course of Purchaser, constitutes competitively sensitive information or would reasonably be expected to compromise or constitute a waiver of any attorney-client privilege of Purchaser, the Company or its Subsidiary. Unless otherwise consented to in writing by Seller, Purchaser shall not permit the Company or its Subsidiary, for a period of seven business.
(7c) years following the Closing, to destroy, alter or otherwise dispose of any of its books and records, or any portions thereof, relating to periods prior to the Closing and/or matters relating to this Agreement and the transactions contemplated hereby without first giving at least thirty (30) days prior written notice to Seller and offering to surrender to Seller such books and records or such portions thereof. Seller Each Party shall reimburse Purchaser and/or the Company or its Subsidiary other for reasonable reasonable, documented out-of-pocket costs and expenses incurred in connection with assisting Seller or its Affiliates the other pursuant to this Section 6.33.2. Neither Party shall be required by this Section 3.2 to take any action that would unreasonably interfere with the conduct of the business of such Party or its Affiliates or unreasonably disrupt the normal operations of such Party or its Affiliates. For the avoidance of doubt, any information relating to Company and the Company Subsidiaries received or retained by Advisor pursuant to this Section 3.2 shall be subject to Section 6 (Records; Confidentiality) of the Company Advisory Agreement.
(d) As of the date that is ten (10) Business Days following the Merger Effective Time, Company will cease all use, and will cause each Company Subsidiary to cease all use, of the “Z▇▇▇” name, any derivative thereof or any terms confusingly similar thereto, and none of Surviving Entity or any of its subsidiaries will ever use the “Z▇▇▇” name, any derivative thereof or any terms confusingly similar thereto; provided, that nothing in this Section 3.2(d) shall (i) require any amendment to any financing statement, deed or other similar public filing or recorded instrument made in the name of Company or any Company Subsidiary as a secured party, or (ii) prevent the Surviving Entity or its subsidiaries from (A) informing third parties of the change in name, (B) using written materials marked with such names prior to the Closing Date, or (C) using the “Z▇▇▇” name as reasonably necessary or advisable for historical purposes to describe the former legal name of Company or any Company Subsidiary or the former advisor to Company or any Company Subsidiary for the period prior to the Closing Date
Appears in 2 contracts
Sources: Termination Agreement (ZAIS Group Holdings, Inc.), Termination Agreement (ZAIS Financial Corp.)
Post-Closing Cooperation. From (a) Purchaser and Seller shall ------------------------ cooperate with each other, and shall cause their officers, employees, agents, auditors and representatives to cooperate with each other after the Closing, for a period Closing to ensure the orderly transition of seven (7) years following the Business from the Seller Group to Purchaser and to minimize any disruption to the Business and the other respective businesses of the Seller Group and Purchaser that might result from the transactions contemplated hereby. After the Closing, upon reasonable advance written notice, Purchaser shalland Seller shall furnish or cause to be furnished to each other and their employees, counsel, auditors and shall cause the Company and its Subsidiary to, provide Seller and its Affiliates representatives access (including any other Hub Group Company) and their respective authorized representatives with reasonable accessthe ability to make copies), during normal business hours, to such information and assistance relating to the relevant portions Business (to the extent within the control of such party or any of its affiliates (including the case of Seller, any member of the booksSeller Group) as is contained in any Record constituting an Excluded Asset, records or is reasonably necessary for (including accountant’s work papersi) financial reporting, subject to execution tax and accounting matters and (ii) defense or prosecution of customary access papers), properties, facilities, key employees litigation and representatives of the Company and its Subsidiary with respect to periods prior to disputes.
(b) After the Closing, matters occurring upon reasonable written notice, Purchaser and Seller shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance (to the extent within the control of such party) relating to the Acquired Assets (including, access to books and records) as is reasonably necessary for compliance with accounting and reporting requirements, filing of all Tax returns, and making of any election related to Taxes, the preparation for any audit by any Taxing Authority, and the prosecution or defense of any claim, suit or proceeding related to any Tax return. Seller and Purchaser shall cooperate with each other in the conduct of any audit or other proceeding relating to Taxes involving the Business. In the event that any member of the Seller Group or Purchaser shall after the Closing take any position in any Tax return, or reach any settlement or agreement on audit, which is in any manner inconsistent with any position taken by any member of the Seller Group in any filing, settlement or agreement made by any member of the Seller Group prior to the Closing and/or in connection with any matter relating and such inconsistent position (i) might require the payment by Purchaser or Seller of more Tax than would have been required to be paid had such position not been taken or arising out such settlement or agreement not been reached, (ii) affects the determination of this Agreement and/or useful life, basis or method of depreciation, amortization or accounting of any of the transactions contemplated hereby Acquired Assets or any of the properties, assets or rights of Purchaser or (whether iii) might accelerate the time at which any Tax must be paid by Purchaser or not relating to periods prior Seller, then Purchaser or Seller, as the case may be, shall provide timely and reasonable notice to the Closing or matters occurring on or prior other party hereto of such position.
(c) Each of Purchaser and each member of the Seller Group will retain all Records and other documents pertaining to the Closing), and the ability to inspect and copy any such books and records, Business in each case, to the extent reasonably necessary for Seller’s financial reporting or accounting matters, the preparation or filing of any Tax return or the defense of any Tax claim or assessment, or otherwise in connection with any legitimate matter relating to or affected by the operations of the Company and its Subsidiary existence on or prior to the Closing Date, except for any such matter related to any Action by Seller or its representatives against, or that is or could reasonably be expected to become adverse in any material respect to, Purchaser, the Company, its Subsidiary or the Business; provided, that (i) any such access shall not unreasonably interfere with the business or operations of the Company or its Subsidiary and (ii) neither the Company nor its Subsidiary shall be obligated to provide any access to any documents or data which they are prohibited from doing so pursuant to applicable law or contractual restriction or which, in the reasonable good faith judgment of Purchaser, constitutes competitively sensitive information or would reasonably be expected to compromise or constitute a waiver of any attorney-client privilege of Purchaser, the Company or its Subsidiary. Unless otherwise consented to in writing by Seller, Purchaser shall not permit the Company or its Subsidiary, Date for a period of seven (7) years following the Closing, to destroy, alter . No such Records or otherwise dispose other documents shall be destroyed or disposed of by any of its books and records, or any portions thereof, relating to periods prior to the Closing and/or matters relating to this Agreement and the transactions contemplated hereby retaining party during such seven year period without first advising the other party in writing and giving at least thirty such party a reasonable opportunity to obtain possession thereof for the purposes permitted by this Section 5.11.
(30d) days prior written notice to Seller and offering to surrender to Seller such books and records or such portions thereof. Seller Each party shall reimburse Purchaser and/or the Company or its Subsidiary other for reasonable out-of-pocket costs and expenses incurred in connection with assisting Seller or its Affiliates the other pursuant to this Section 6.35.11. Neither party shall be required by this Section 5.11 to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations (or, in the case of Purchaser, the Business). Any information relating to the Business received by Seller pursuant to this Section 5.11 shall be subject to Section 5.04(b).
Appears in 1 contract
Post-Closing Cooperation. From (a) The Purchaser and the Seller shall cooperate with each other, and shall cause their officers, employees, agents, auditors and representatives to cooperate with each other, after the Closing, for a period Closing to ensure the orderly transition of seven (7) years following the Business from the Seller to the Purchaser and to minimize any disruption to the Business and the other respective businesses of the Seller and the Purchaser that might result from the transactions contemplated hereby. After the Closing, upon reasonable advance written notice, the Purchaser shall, and the Seller shall furnish or cause the Company and its Subsidiary to, provide Seller and its Affiliates (including any to be furnished to each other Hub Group Company) and their respective authorized employees, counsel, auditors and representatives with reasonable access, during normal business hours, to such information and assistance relating to the relevant portions Business (to the extent within the control of the books, records such party) as is reasonably necessary for financial reporting and accounting matters.
(including accountant’s work papers, subject to execution of customary access papers), properties, facilities, key employees and representatives of the Company and its Subsidiary with respect to periods prior to b) After the Closing, matters occurring upon reasonable written notice, the Purchaser and the Seller shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance (to the extent within the control of such party) relating to the transaction contemplated hereby (including, access to books and records) as is reasonably necessary for the filing of all Tax returns, and making of any election related to Taxes, the preparation for any audit by any taxing authority, and the prosecution or defense of any claim, suit or proceeding related to any Tax return. The Seller and the Purchaser shall cooperate with each other in the conduct of any audit or other proceeding relating to Taxes involving the Business. In the event that the Seller shall after the Closing take any position in any state or Tax return, or reach any settlement or agreement on audit, which is in any manner inconsistent with any position taken by the Seller in any filing, settlement or agreement made by the Seller prior to the Closing and/or and such inconsistent position (i) requires the payment by the Purchaser of more Tax than would have been required to be paid had such position not been taken or such settlement or agreement not been reached or (ii) accelerates the time at which any Tax must be paid by the Purchaser, or the Seller, as the case may be, shall provide timely and reasonable notice to the Purchaser of such position.
(c) After the Closing, the Purchaser agrees, and agrees to cause the Company to, give the Seller access and copies to any records or documentation and to otherwise provide assistance to the Seller, at no charge to the Seller, in connection with any matter relating to governmental or arising out of this Agreement and/or any of the transactions contemplated hereby regulatory investigations, inquiries or other similar proceedings.
(whether or not relating to periods prior to the Closing or matters occurring on or prior to the Closing), and the ability to inspect and copy any such books and records, in each case, to the extent reasonably necessary for Seller’s financial reporting or accounting matters, the preparation or filing of any Tax return or the defense of any Tax claim or assessment, or otherwise in connection with any legitimate matter relating to or affected by the operations of the Company and its Subsidiary on or prior to the Closing Date, except for any such matter related to any Action by Seller or its representatives against, or that is or could reasonably be expected to become adverse in any material respect to, Purchaser, the Company, its Subsidiary or the Business; provided, that (id) any such access shall not unreasonably interfere with the business or operations of the Company or its Subsidiary and (ii) neither the Company nor its Subsidiary shall be obligated to provide any access to any documents or data which they are prohibited from doing so pursuant to applicable law or contractual restriction or which, in the reasonable good faith judgment of Purchaser, constitutes competitively sensitive information or would reasonably be expected to compromise or constitute a waiver of any attorney-client privilege of Purchaser, the Company or its Subsidiary. Unless otherwise consented to in writing by Seller, Purchaser shall not permit the Company or its Subsidiary, for a period of seven (7) years following the Closing, to destroy, alter or otherwise dispose of any of its books and records, or any portions thereof, relating to periods prior to the Closing and/or matters relating to this Agreement and the transactions contemplated hereby without first giving at least thirty (30) days prior written notice to Seller and offering to surrender to Seller such books and records or such portions thereof. Seller Each party shall reimburse Purchaser and/or the Company or its Subsidiary other for reasonable out-of-pocket costs and expenses incurred in connection with assisting Seller or its Affiliates the other pursuant to Section 5.6(a) and (b). Neither party shall be required by this Section 6.35.6 to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations (or, in the case of the Purchaser, the Business).
Appears in 1 contract
Post-Closing Cooperation. From and (a) If, on or after the ClosingClosing Date, expressly excluding and without duplication of any monies or amounts that are paid pursuant to Article X and Article XI of this Agreement or in respect of the Carved Out Matters (i) Seller Parent or any of its Affiliates (which shall not, for a period the avoidance of seven doubt, include Transferco or any Target Entity) receive, or become aware that Seller or any of its Affiliates own or possess, (7x) years following any assets, rights (including licenses, consents, approvals or permits), properties, notices, monies or amounts that are properly due, deliverable or owing to Purchaser, Transferco or any Target Entity, including pursuant to the ClosingRestructuring or are otherwise attributable to the Business, upon reasonable advance written noticeor (y) any liabilities or obligations, Purchaser shallincluding for monies or amounts, and shall cause that are attributable to the Company and its Subsidiary Business or Transferco or any Target Entity (whether arising prior to, provide Seller and at or following Closing) or (ii) Purchaser or any of its Affiliates (including Transferco or any other Hub Group CompanyTarget Entities) and their respective authorized representatives with reasonable accessreceive, during normal business hours, to the relevant portions or become aware that Purchaser or any of the books, records its Affiliates (including accountant’s work papersTransferco or any Target Entity) own or possess, subject to execution of customary access papers(x) any assets, rights (including licenses, consents, approvals or permits), properties, facilitiesnotices, key employees and representatives monies or amounts that are properly due, deliverable or owing to Seller Parent or its Affiliates, including pursuant to the Restructuring, or (y) any liabilities or obligations, including for monies or amounts that are not attributable to Seller Parent or its Affiliates (which shall not, for the avoidance of doubt, include Transferco or any Target Entity) (whether arising prior to, at or following Closing), then such Party shall, or shall cause its applicable Affiliate to, in the case of the Company foregoing clauses (i)(x) and its Subsidiary with respect (ii)(x), promptly notify the intended Party and do all things reasonably necessary to periods prior transfer, convey, assign or remit, or shall cause to be transferred, conveyed, assigned or remitted, for no additional consideration, such assets, rights (including licenses, consents, approvals or permits), properties, notices, monies or amounts to the Closingintended Party or any Person that such Party designates in writing, matters occurring on as applicable, and, in the case of clauses (i)(y) and (ii)(y), promptly notify the intended Party and pay, promptly reimburse, or prior otherwise do all things reasonably necessary to assume the Closing and/or obligation or otherwise incur such liabilities and obligations, such that the Party that is incorrectly obligated for the same shall not incur any costs for liabilities in connection therewith, other than de minimis costs of accomplishing the foregoing; provided, in the case of clauses (i)(x) and (ii)(x), if such transfer, conveyance, assignment or remittance requires a consent of or notice to any third party, the Party responsible for such transfer, conveyance, assignment or remittance shall use its commercially reasonable efforts to satisfy such requirement but until such time shall cooperate so that the other Party obtain the rights and benefits of, and assume the risks and obligations of, such asset.
(b) The Parties shall reasonably cooperate with each other in connection with any matter relating to or arising out their obligations under this Section 7.12 and facilitate the transition of this Agreement and/or any of such assets, rights, properties, notices, monies, amounts, liabilities and obligations, as the transactions contemplated hereby (whether or not relating to periods prior to the Closing or matters occurring on or prior to case may be, as promptly as practicable after the Closing), . The Parties acknowledge and the ability to inspect and copy any such books and records, in each case, to the extent reasonably necessary for Seller’s financial reporting or accounting matters, the preparation or filing agree there is no right of any Tax return or the defense of any Tax claim or assessment, or otherwise in connection with any legitimate matter relating to or affected by the operations of the Company and its Subsidiary on or prior to the Closing Date, except offset for any such matter related payments to any Action by Seller or its representatives against, or that is or could reasonably be expected to become adverse in any material respect to, Purchaser, the Company, its Subsidiary or the Business; provided, that (i) any such access shall not unreasonably interfere with the business or operations of the Company or its Subsidiary and (ii) neither the Company nor its Subsidiary shall be obligated to provide any access to any documents or data which they are prohibited from doing so pursuant to applicable law or contractual restriction or which, in the reasonable good faith judgment of Purchaser, constitutes competitively sensitive information or would reasonably be expected to compromise or constitute a waiver of any attorney-client privilege of Purchaser, the Company or its Subsidiary. Unless otherwise consented to in writing by Seller, Purchaser shall not permit the Company or its Subsidiary, for a period of seven (7) years following the Closing, to destroy, alter or otherwise dispose of any of its books and records, or any portions thereof, relating to periods prior to the Closing and/or matters relating to this Agreement and the transactions contemplated hereby without first giving at least thirty (30) days prior written notice to Seller and offering to surrender to Seller such books and records or such portions thereof. Seller shall reimburse Purchaser and/or the Company or its Subsidiary for reasonable out-of-pocket costs and expenses incurred in connection with assisting Seller or its Affiliates made pursuant to this Section 6.37.12 and a Party may not withhold funds received from third parties which it is required to remit to the other Party and may not withhold paying over funds for liabilities and obligations being incurred by the other Party which are the responsibility of the obligated Party pursuant to this Section 7.12 in the event there is a dispute regarding any other issue under any Agreement to which they are a party.
Appears in 1 contract
Post-Closing Cooperation. From and after After the Closing, for a period of seven (7) years following each party shall cooperate with the Closing, upon reasonable advance written notice, Purchaser shallother to the extent reasonably requested, and shall cause make available to the Company requesting party all financial, insurance, tax and its Subsidiary to, provide Seller and its Affiliates other information (including any other Hub Group Companyreasonable access to books and records and personnel) and their respective authorized representatives with reasonable access, during normal business hours, to the relevant portions of the books, records (including accountant’s work papers, subject to execution of customary access papers), properties, facilities, key employees and representatives of the Company and its Subsidiary with respect to periods prior to the Closing, matters occurring any fiscal period ending on or prior to the Closing and/or Date to the extent required by the requesting party in connection with (i) any matter relating to audit or arising out of this Agreement and/or other investigation by any of taxing authority, (ii) the transactions contemplated hereby (whether prosecution or not relating to periods prior to the Closing or matters occurring on or prior to the Closing), and the ability to inspect and copy any such books and records, in each case, to the extent reasonably necessary for Seller’s financial reporting or accounting matters, the preparation or filing of any Tax return or the defense of any Tax claim tax claims or assessmentrelated litigation that might give rise to indemnification payments hereunder, (iii) the preparation by the requesting party of tax returns or otherwise any other reports or submissions to any Governmental Entity required to be made or (iv) in connection with the contesting by either party or defending by either party against any legitimate matter relating action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand with respect to any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, failure to act or transaction involving the Business, the Division or the Division Assets on, prior to or affected by the operations of the Company and its Subsidiary on or prior to after the Closing Date, except for including, but not limited to, the shareholder litigation pending on the date hereof; provided that in any such matter related case, such cooperation and availability of information may be done in a manner so as to any Action by Seller or its representatives against, or that is or could reasonably be expected to become adverse in any material respect to, Purchaser, the Company, its Subsidiary or the Business; provided, that (i) any such access shall not unreasonably interfere with the normal business or operations of the Company or its Subsidiary and (ii) neither the Company nor its Subsidiary shall be obligated to provide any access to any documents or data which they are prohibited from doing so pursuant to applicable law or contractual restriction or which, in the reasonable good faith judgment of Purchaser, constitutes competitively sensitive information or would reasonably be expected to compromise or constitute a waiver of any attorney-client privilege of Purchaser, the Company or its Subsidiary. Unless otherwise consented to in writing by Seller, Purchaser shall not permit the Company or its Subsidiary, for a period of seven (7) years following the Closing, to destroy, alter or otherwise dispose of any of its books and records, or any portions thereof, relating to periods prior to the Closing and/or matters relating to this Agreement cooperating party and the transactions contemplated hereby without first giving at least thirty (30) days prior written notice to Seller and offering to surrender to Seller such books and records or such portions thereof. Seller requesting party shall reimburse Purchaser and/or the Company or its Subsidiary for reasonable bear all out-of-pocket costs incurred by the cooperating party in providing such assistance. Each party shall preserve all such information, including without limitation, the books and expenses incurred in connection with assisting records of the Division and the Acquired Subsidiaries, for at least six (6) years after the Closing Date; provided that the books and records related to Seller's on-going shareholder litigation shall be preserved until such time as Seller or its Affiliates pursuant to this Section 6.3advises Purchaser that such litigation has reached a final, non-appealable resolution.
Appears in 1 contract
Sources: Purchase Agreement (Merant PLC)
Post-Closing Cooperation. From DuPont and after the ClosingBuyer shall cooperate with each other, and shall cause their respective Subsidiaries and Representatives to cooperate with each other, for a period of seven 180 days after the Closing, to ensure the orderly transition of each Transferred Business Company and all Transferred Assets and Assumed Liabilities from DuPont to Buyer (7including the transition of any information technology systems) years following and to minimize any disruption to their respective businesses that might result from the transactions contemplated hereby. Notwithstanding the forgoing, at any time after the Closing, upon reasonable advance written notice, Purchaser shall, DuPont and Buyer shall furnish or cause to be furnished to the Company other party and its Subsidiary toemployees, provide Seller counsel, auditors and its Affiliates (including any other Hub Group Company) and their respective authorized representatives with Representatives reasonable access, during normal business hours, to the relevant portions of the books, records (including accountant’s work papers, subject to execution of customary access papers), properties, facilities, key employees such Information and representatives of the Company and its Subsidiary with respect to periods prior assistance relating to the ClosingTransferred Business Companies, matters occurring on or prior to the Closing and/or in connection with any matter relating to or arising out of this Agreement and/or any of the transactions contemplated hereby (whether or not relating to periods prior to the Closing or matters occurring on or prior to the Closing), Transferred Assets and the ability to inspect and copy any such books and records, in each case, to the extent Assumed Liabilities as is reasonably necessary for Seller’s financial reporting or and accounting matters, the preparation or and filing of any Tax return Returns or the defense of any Tax claim Audit or assessmentany other requirement under any applicable Law or regulation; PROVIDED that the provisions of Article VI shall govern with respect to all Tax-related matters to the extent any provision in Article VI is in conflict with this Section 5.9; PROVIDED, FURTHER, that notwithstanding anything to the contrary in this Agreement, neither DuPont nor the Retained Subsidiaries, on the one hand, and neither Buyer nor its Subsidiaries, on the other hand, shall be required to disclose any information to the other or its Representatives if doing so presents a significant risk of violating any Law or Contract to which DuPont or any of the Retained Subsidiaries, on the one hand, or otherwise Buyer or any its Subsidiaries, on the other hand, is a party or to which it is subject or which it believes in connection with any legitimate matter relating to or affected by the operations good faith presents a significant risk of, based on an opinion of counsel (which can be inside counsel), resulting in a loss of the Company ability to successfully assert a claim of Privilege; PROVIDED that the parties hereto shall cooperate in seeking to find a way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege. DuPont shall not be required to provide any such information as and its Subsidiary on or prior to the Closing Date, except for any such matter related extent it relates to any Action by Seller or its representatives against, or that is or could reasonably be expected to become adverse in any material respect to, Purchaserthe Retained Business, the Company, its Subsidiary Excluded Assets or the Business; provided, Retained Liabilities. Neither party shall be required by this Section 5.9 to take any action that (i) any such access shall not would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations (or, in the case of Buyer, the business or operations of the Company or its Subsidiary and (ii) neither the Company nor its Subsidiary shall be obligated to provide any access to any documents or data which they are prohibited from doing so pursuant to applicable law or contractual restriction or which, in the reasonable good faith judgment of Purchaser, constitutes competitively sensitive information or would reasonably be expected to compromise or constitute a waiver of any attorney-client privilege of Purchaser, the Company or its Subsidiary. Unless otherwise consented to in writing by Seller, Purchaser shall not permit the Company or its Subsidiary, for a period of seven (7) years following the Closing, to destroy, alter or otherwise dispose of any of its books and records, or any portions thereof, relating to periods prior to the Closing and/or matters relating to this Agreement and the transactions contemplated hereby without first giving at least thirty (30) days prior written notice to Seller and offering to surrender to Seller such books and records or such portions thereof. Seller shall reimburse Purchaser and/or the Company or its Subsidiary for reasonable out-of-pocket costs and expenses incurred in connection with assisting Seller or its Affiliates pursuant to this Section 6.3Transferred Business Company).
Appears in 1 contract
Post-Closing Cooperation. From (a) Buyers, on the one hand, and Sellers, on the other, will cooperate with each other, and will cause their respective officers, employees, agents, auditors and representatives to cooperate with each other after the Closing, for a period Closing to ensure the orderly transition of seven (7) years following the Business from Sellers to Buyers and to minimize any disruption to the Business and the other respective businesses of Sellers and Buyers that might result from the transactions contemplated hereby. After the Closing, upon reasonable advance written notice, Purchaser shall, Buyers and shall Sellers will furnish or cause the Company and its Subsidiary to, provide Seller and its Affiliates (including any to be furnished to each other Hub Group Company) and their respective authorized employees, counsel, auditors, other representatives with and advisors reasonable accessaccess (including the ability to make copies), during normal business hours, to the relevant portions of the bookssuch employees, records (including accountant’s work papersadvisors, subject to execution of customary access papers)representatives, properties, facilities, key employees Books and representatives of the Company and its Subsidiary with respect to periods prior Records relating to the Closing, matters occurring on Business within the control of such Party or prior to the Closing and/or in connection with any matter relating to or arising out of this Agreement and/or any of the transactions contemplated hereby (whether or not relating to periods prior to the Closing or matters occurring on or prior to the Closing), and the ability to inspect and copy any such books and records, in each case, to the extent its Affiliates as is reasonably necessary for Seller’s (i) financial reporting reporting, Tax and accounting matters and (ii) defense or accounting matters, the preparation or filing prosecution of any Tax return or the defense of any Tax claim or assessment, or otherwise in connection with any legitimate matter Proceedings and disputes other than those relating to this Agreement or affected by the operations of the Company and its Subsidiary on or prior to the Closing Date, except for any such matter related to any Action by Seller or its representatives against, or that is or could reasonably be expected to become adverse in any material respect to, Purchaser, the Company, its Subsidiary or the BusinessAncillary Agreements; provided, that (i) any such access shall not unreasonably interfere with and information will be scheduled and coordinated through the business person(s) listed on Schedule 5.2.
(b) Sellers will cause all Books and Records, Contracts, documents and other information, in whatever form, pertaining to or operations affecting the Business, to be in the sole possession and control of the Company Sold Companies or its Subsidiary the Asset Seller at the Closing or Deferred Local Closing, as applicable. To the extent that any Books and (ii) neither Records, Contracts, documents and other information relevant to or affecting the Company nor its Subsidiary shall be obligated Business relate to both the Business and the Other Businesses, Sellers will provide any access to any Buyers excised portions of such Books and Records, Contracts, documents or data which they are prohibited from doing so and other information pertaining solely to the Business. Except as otherwise provided pursuant to applicable law or contractual restriction or whichArticle 6 hereunder with respect to Tax matters and Tax records, in each Buyer and each Seller will retain all Books and Records and other documents pertaining to the reasonable good faith judgment of Purchaser, constitutes competitively sensitive information or would reasonably be expected Business (and with respect to compromise or constitute a waiver of any attorney-client privilege of Purchaserthe Asset Seller, the Company or its Subsidiary. Unless otherwise consented to Other Businesses) in writing by Seller, Purchaser shall not permit existence on the Company or its Subsidiary, Closing Date for a period of seven five (75) years following the Closing, to destroy, alter . No such Books and Records or otherwise dispose other documents will be destroyed or disposed of by any of its books and records, or any portions thereof, relating to periods prior to the Closing and/or matters relating to this Agreement and the transactions contemplated hereby retaining Party during such five (5) year period without first advising the other Party in writing and giving at least thirty such Party a reasonable opportunity to obtain possession thereof for the purposes permitted by this Section 5.18.
(30c) days prior written notice to Seller and offering to surrender to Seller such books and records or such portions thereof. Seller shall Each Party will reimburse Purchaser and/or the Company or its Subsidiary other for reasonable out-of-pocket costs and expenses incurred in connection with assisting Seller or its Affiliates the other pursuant to this Section 6.35.18. Neither Party will be required by this Section 5.18 to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations. Any information relating to the Business received by Sellers and their employees, counsel, auditors and other representatives and advisors pursuant to this Section 5.18 will be subject to the confidentiality obligations set forth in Section 12.3.
Appears in 1 contract
Sources: Stock and Asset Purchase Agreement (Abbott Laboratories)
Post-Closing Cooperation. From and after (a) Following the Closing, for so long as such information is retained by a period of seven party (7) years following the Closing, upon reasonable advance written notice, Purchaser shall, and shall cause the Company and its Subsidiary to, provide Seller and its Affiliates (including any other Hub Group Company) and their respective authorized representatives with reasonable access, during normal business hours, to the relevant portions of the books, records (including accountant’s work papers, subject to execution of customary access papers), properties, facilities, key employees and representatives of the Company and its Subsidiary with respect to periods prior to the Closing, matters occurring on or prior to the Closing and/or in connection with any matter relating to or arising out of this Agreement and/or any of the transactions contemplated hereby (whether or not relating to periods prior to the Closing or matters occurring on or prior to the Closing), and the ability to inspect and copy any such books and records, in each case, to the extent reasonably necessary for Seller’s financial reporting or accounting matters, the preparation or filing of any Tax return or the defense of any Tax claim or assessment, or otherwise in connection with any legitimate matter relating to or affected by the operations of the Company and its Subsidiary on or prior to the Closing Date, except for any such matter related to any Action by Seller or its representatives against, or that is or could reasonably be expected to become adverse in any material respect to, Purchaser, the Company, its Subsidiary or the Business; provided, that (i) any such access shall not unreasonably interfere with the business or operations of the Company or its Subsidiary and (ii) neither the Company nor its Subsidiary which shall be obligated to provide any access to any documents or data which they are prohibited from doing so pursuant to applicable law or contractual restriction or which, in the reasonable good faith judgment of Purchaser, constitutes competitively sensitive information or would reasonably be expected to compromise or constitute a waiver of any attorney-client privilege of Purchaser, the Company or its Subsidiary. Unless otherwise consented to in writing by Seller, Purchaser shall not permit the Company or its Subsidiary, for a period of seven at least five years), upon reasonable written notice, each party shall afford or cause to be afforded to the other party and its agents, representatives and auditors reasonable access to the personnel, properties, books, systems, Contracts and records (7including financial and other Tax records) years following relating to the ClosingTransferred Assets for any reasonable business purpose, to destroyincluding in respect of litigation, alter or otherwise dispose insurance matters, preparation of Tax Returns and financial reporting of such party and its affiliates, including by, as and when reasonably requested by the other party, providing copies of any of its books the foregoing books, systems, Contracts and records (including financial and other Tax records, or any portions thereof, ) relating to periods prior the Transferred Assets to the Closing and/or matters relating other party; provided, however, that the party requesting such access agrees to this Agreement and reimburse the transactions contemplated hereby without first giving at least thirty (30) days prior written notice to Seller and offering to surrender to Seller such books and records or such portions thereof. Seller shall reimburse Purchaser and/or the Company or its Subsidiary other party promptly for all reasonable out-of-pocket costs and expenses incurred in connection with assisting Seller any such request. Notwithstanding the foregoing, a party will not be required to disclose (i) any document or its Affiliates information that is (A) confidential pursuant to, or the disclosure of which would, as determined by such party’s counsel, be reasonably likely to result in a violation of, Applicable Law or (B) confidential pursuant to this Section 6.3the terms of a confidentiality agreement with a third party or (ii) such portions of documents or information relating to pricing or other matters that are highly sensitive, if the exchange of such documents (or portions thereof) or information, as determined by such party’s counsel, might reasonably be expected to result in antitrust difficulties for such party (or any of its affiliates) or violate any attorney-client privilege of such party. If any material is withheld by a party pursuant to the immediately preceding sentence, such party shall inform the other party as to the general nature of what is being withheld. Each party may redact such portions of such books and records that do not relate to the Transferred Assets, the Assumed Liabilities or the Business.
(b) After the Closing Date, except in the case of an Action by one party against another party, each party hereto shall use its reasonable best efforts to make available to each other party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of members of such party as witnesses, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) may reasonably be required in connection with any Action in which the requesting party may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting party shall bear all costs and expenses in connection therewith.
(c) Purchaser recognizes that certain records may contain information relating to subsidiaries, divisions or businesses of Seller and its affiliates other than the Business and that Seller may retain copies thereof.
Appears in 1 contract
Post-Closing Cooperation. From (a) Principal Seller and after the ClosingPurchaser shall reasonably cooperate with each other, and shall cause their officers, employees, agents, auditors and representatives to cooperate with each other, for a period of seven (7) years following 180 days after the Closing to ensure the orderly transition of the Acquired Business from Principal Seller to Purchaser, including the orderly transfer of information concerning the operations and affairs of the Acquired Business not set forth in the Records, and to minimize any disruption to the Acquired Business and the other respective businesses of Principal Seller and Purchaser that might result from the transactions contemplated hereby. After the Closing, upon reasonable advance written notice, Purchaser shall, and shall cause the Company and its Subsidiary to, provide Principal Seller and its Affiliates (including any Purchaser shall furnish or cause to be furnished to each other Hub Group Company) and their respective authorized employees, counsel, auditors and representatives with reasonable access, during normal business hours, to the relevant portions of the books, records (including accountant’s work papers, subject to execution of customary access papers), properties, facilities, key employees such information and representatives of the Company and its Subsidiary with respect to periods prior assistance relating to the Closing, matters occurring on or prior to the Closing and/or in connection with any matter relating to or arising out of this Agreement and/or any of the transactions contemplated hereby Acquired Business (whether or not relating to periods prior to the Closing or matters occurring on or prior to the Closing), and the ability to inspect and copy any such books and records, in each case, to the extent within the control of such party) as is reasonably necessary for Seller’s financial reporting or reporting, accounting and tax matters, the preparation or filing of any Tax return or the defense of any Tax claim or assessment, or otherwise in connection with any legitimate matter relating to or affected by the operations of the Company and its Subsidiary on or prior to the Closing Date, except for any such matter related to any Action by Seller or its representatives against, or that is or could reasonably be expected to become adverse in any material respect to, Purchaser, the Company, its Subsidiary or the Business; provided, that .
(ib) any such access shall not unreasonably interfere with the business or operations of the Company or its Subsidiary and (ii) neither the Company nor its Subsidiary shall be obligated to provide any access to any documents or data which they are prohibited from doing so pursuant to applicable law or contractual restriction or which, in the reasonable good faith judgment of Purchaser, constitutes competitively sensitive information or would reasonably be expected to compromise or constitute a waiver of any attorney-client privilege of Purchaser, the Company or its Subsidiary. Unless otherwise consented to in writing by Seller, Purchaser shall not permit the Company or its Subsidiary, for a period of seven (7) years following the Closing, to destroy, alter or otherwise dispose of any of its books and records, or any portions thereof, relating to periods prior to the Closing and/or matters relating to this Agreement and the transactions contemplated hereby without first giving at least thirty (30) days prior written notice to Seller and offering to surrender to Seller such books and records or such portions thereof. Seller Each party shall reimburse Purchaser and/or the Company or its Subsidiary other for reasonable out-of-pocket costs and expenses incurred in connection with assisting Seller or its Affiliates the other pursuant to this Section 6.35.10. Neither party shall be required by this Section 5.10 to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations (or, in the case of Purchaser, those of the Acquired Business).
(c) Principal Seller and its affiliates, on the one hand, and Purchaser and its affiliates, on the other hand, will reasonably cooperate with each other following the Closing in the prosecution or defense of any dispute, litigation or other Proceeding or insurance claim arising from their respective operation of the Acquired Business, including but not limited to affording reasonable access to and providing information regarding amounts in dispute, information regarding employees of the Acquired Business and documentation created in the operation of the Acquired Business relating to such dispute, litigation, Proceeding or claim; provided, however, that (i) the requesting party shall reimburse the other party for all of such other party's out-of-pocket expenses incurred in connection with this Section 5.10(c) and (ii) this Section 5.10(c) shall not apply to any dispute, litigation, Proceeding or claim arising out of this Agreement, any Ancillary Agreement or any transaction contemplated hereby or thereby.
Appears in 1 contract
Sources: Stock and Asset Purchase Agreement (Arch Chemicals Inc)
Post-Closing Cooperation. From (a) The Purchaser and the Seller shall cooperate with each other, and shall cause their officers, employees, agents, auditors and representatives to cooperate with each other, after the Closing, for a period Closing to ensure the orderly transition of seven (7) years following the Business from the Seller to the Purchaser and to minimize any disruption to the Business and the other respective businesses of the Seller and the Purchaser that might result from the transactions contemplated hereby. After the Closing, upon reasonable advance written notice, the Purchaser shall, and the Seller shall furnish or cause the Company and its Subsidiary to, provide Seller and its Affiliates (including any to be furnished to each other Hub Group Company) and their respective authorized employees, counsel, auditors and representatives with reasonable access, during normal business hours, to such information and assistance relating to the relevant portions Business (to the extent within the control of the books, records such party) as is reasonably necessary for financial reporting and accounting matters.
(including accountant’s work papers, subject to execution of customary access papers), properties, facilities, key employees and representatives of the Company and its Subsidiary with respect to periods prior to b) After the Closing, matters occurring upon reasonable written notice, the Purchaser and the Seller shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance (to the extent within the control of such party) relating to the transaction contemplated hereby (including, access to books and records) as is reasonably necessary for the filing of all Tax returns, and making of any election related to Taxes, the preparation for any audit by any taxing authority, and the prosecution or defense of any claim, suit or proceeding related to any Tax return. The Seller and the Purchaser shall cooperate with each other in the conduct of any audit or other proceeding relating to Taxes involving the Business. In the event that the Seller shall after the Closing take any position in any state or Tax return, or reach any settlement or agreement on audit, which is in any manner inconsistent with any position taken by the Seller in any filing, settlement or agreement made by the Seller prior to the Closing and/or in connection with any matter relating to or arising out of this Agreement and/or any of the transactions contemplated hereby (whether or not relating to periods prior to the Closing or matters occurring on or prior to the Closing), and the ability to inspect and copy any such books and records, in each case, to the extent reasonably necessary for Seller’s financial reporting or accounting matters, the preparation or filing of any Tax return or the defense of any Tax claim or assessment, or otherwise in connection with any legitimate matter relating to or affected by the operations of the Company and its Subsidiary on or prior to the Closing Date, except for any such matter related to any Action by Seller or its representatives against, or that is or could reasonably be expected to become adverse in any material respect to, Purchaser, the Company, its Subsidiary or the Business; provided, that inconsistent position (i) any requires the payment by the Purchaser of more Tax than would have been required to be paid had such access shall position not unreasonably interfere with the business been taken or operations of the Company such settlement or its Subsidiary and agreement not been reached or (ii) neither accelerates the Company nor its Subsidiary shall time at which any Tax must be obligated to provide any access to any documents or data which they are prohibited from doing so pursuant to applicable law or contractual restriction or which, in paid by the reasonable good faith judgment of Purchaser, constitutes competitively sensitive information or would reasonably be expected to compromise or constitute a waiver of any attorney-client privilege of Purchaser, the Company or its Subsidiary. Unless otherwise consented to in writing by Seller, Purchaser as the case may be, shall not permit the Company or its Subsidiary, for a period of seven (7) years following the Closing, to destroy, alter or otherwise dispose of any of its books provide timely and records, or any portions thereof, relating to periods prior reasonable notice to the Closing and/or matters relating to this Agreement and the transactions contemplated hereby without first giving at least thirty Purchaser of such position.
(30c) days prior written notice to Seller and offering to surrender to Seller such books and records or such portions thereof. Seller Each party shall reimburse Purchaser and/or the Company or its Subsidiary other for reasonable out-of-pocket costs and expenses incurred in connection with assisting Seller or its Affiliates the other pursuant to this Section 6.35.6. Neither party shall be required by this Section 5.6 to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations (or, in the case of the Purchaser, the Business).
Appears in 1 contract
Post-Closing Cooperation. From (a) Purchaser and Seller shall cooperate with each other, and shall cause their officers, employees, agents, auditors and representatives to cooperate with each other after the Closing, for a period Closing to ensure the orderly transition of seven (7) years following the Business from the Seller Group to Purchaser and to minimize any disruption to the Business and the other respective businesses of the Seller Group and Purchaser that might result from the transactions contemplated hereby. After the Closing, upon reasonable advance written notice, Purchaser shalland Seller shall furnish or cause to be furnished to each other and their employees, counsel, auditors and shall cause the Company and its Subsidiary to, provide Seller and its Affiliates representatives access (including any other Hub Group Company) and their respective authorized representatives with reasonable accessthe ability to make copies), during normal business hours, to such information and assistance relating to the relevant portions Business (to the extent within the control of such party or any of its affiliates (including the case of Seller, any member of the booksSeller Group) as is contained in any Record constituting an Excluded Asset, records or is reasonably necessary for (including accountant’s work papersi) financial reporting, subject to execution tax and accounting matters and (ii) defense or prosecution of customary access papers), properties, facilities, key employees litigation and representatives of the Company and its Subsidiary with respect to periods prior to disputes.
(b) After the Closing, matters occurring upon reasonable written notice, Purchaser and Seller shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance (to the extent within the control of such party) relating to the Acquired Assets (including, access to books and records) as is reasonably necessary for compliance with accounting and reporting requirements, filing of all Tax returns, and making of any election related to Taxes, the preparation for any audit by any Taxing Authority, and the prosecution or defense of any claim, suit or proceeding related to any Tax return. Seller and Purchaser shall cooperate with each other in the conduct of any audit or other proceeding relating to Taxes involving the Business. In the event that any member of the Seller Group or Purchaser shall after the Closing take any position in any Tax return, or reach any settlement or agreement on audit, which is in any manner inconsistent with any position taken by any member of the Seller Group in any filing, settlement or agreement made by any member of the Seller Group prior to the Closing and/or in connection with any matter relating and such inconsistent position (i) might require the payment by Purchaser or Seller of more Tax than would have been required to be paid had such position not been taken or arising out such settlement or agreement not been reached, (ii) affects the determination of this Agreement and/or useful life, basis or method of depreciation, amortization or accounting of any of the transactions contemplated hereby Acquired Assets or any of the properties, assets or rights of Purchaser or (whether iii) might accelerate the time at which any Tax must be paid by Purchaser or not relating to periods prior Seller, then Purchaser or Seller, as the case may be, shall provide timely and reasonable notice to the Closing or matters occurring on or prior other party hereto of such position.
(c) Each of Purchaser and each member of the Seller Group will retain all Records and other documents pertaining to the Closing), and the ability to inspect and copy any such books and records, Business in each case, to the extent reasonably necessary for Seller’s financial reporting or accounting matters, the preparation or filing of any Tax return or the defense of any Tax claim or assessment, or otherwise in connection with any legitimate matter relating to or affected by the operations of the Company and its Subsidiary existence on or prior to the Closing Date, except for any such matter related to any Action by Seller or its representatives against, or that is or could reasonably be expected to become adverse in any material respect to, Purchaser, the Company, its Subsidiary or the Business; provided, that (i) any such access shall not unreasonably interfere with the business or operations of the Company or its Subsidiary and (ii) neither the Company nor its Subsidiary shall be obligated to provide any access to any documents or data which they are prohibited from doing so pursuant to applicable law or contractual restriction or which, in the reasonable good faith judgment of Purchaser, constitutes competitively sensitive information or would reasonably be expected to compromise or constitute a waiver of any attorney-client privilege of Purchaser, the Company or its Subsidiary. Unless otherwise consented to in writing by Seller, Purchaser shall not permit the Company or its Subsidiary, Date for a period of seven (7) years following the Closing, to destroy, alter . No such Records or otherwise dispose other documents shall be destroyed or disposed of by any of its books and records, or any portions thereof, relating to periods prior to the Closing and/or matters relating to this Agreement and the transactions contemplated hereby retaining party during such seven year period without first advising the other party in writing and giving at least thirty such party a reasonable opportunity to obtain possession thereof for the purposes permitted by this Section 5.11.
(30d) days prior written notice to Seller and offering to surrender to Seller such books and records or such portions thereof. Seller Each party shall reimburse Purchaser and/or the Company or its Subsidiary other for reasonable out-of-pocket costs and expenses incurred in connection with assisting Seller or its Affiliates the other pursuant to this Section 6.35.11. Neither party shall be required by this Section 5.11 to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations (or, in the case of Purchaser, the Business). Any information relating to the Business received by Seller pursuant to this Section 5.11 shall be subject to Section 5.04(b).
Appears in 1 contract
Sources: Asset Purchase Agreement (Sappi LTD)
Post-Closing Cooperation. From and after After the Closing, for a period of seven (7) years following each party shall cooperate with the Closing, upon reasonable advance written notice, Purchaser shallother to the extent reasonably requested, and shall cause make available to the Company requesting party all financial, insurance, tax and its Subsidiary to, provide Seller and its Affiliates other information (including any other Hub Group Companyreasonable access to books and records and personnel) and their respective authorized representatives with reasonable access, during normal business hours, to the relevant portions of the books, records (including accountant’s work papers, subject to execution of customary access papers), properties, facilities, key employees and representatives of the Company and its Subsidiary with respect to periods prior to the Closing, matters occurring any fiscal period ending on or prior to the Closing and/or Date to the extent required by the requesting party in connection with (i) any matter relating to audit or arising out of this Agreement and/or other investigation by any of taxing authority, (ii) the transactions contemplated hereby (whether prosecution or not relating to periods prior to the Closing or matters occurring on or prior to the Closing), and the ability to inspect and copy any such books and records, in each case, to the extent reasonably necessary for Seller’s financial reporting or accounting matters, the preparation or filing of any Tax return or the defense of any Tax claim tax claims or assessmentrelated litigation that might give rise to indemnification payments hereunder, (iii) the preparation by the requesting party of tax returns or otherwise any other reports or submissions to any Governmental Entity required to be made or (iv) in connection with the contesting by either party or defending by either party against any legitimate matter relating action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand with respect to any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, failure to act or transaction involving the Business, the Division or the Division Assets on, prior to or affected by the operations of the Company and its Subsidiary on or prior to after the Closing Date, except for including, but not limited to, the shareholder litigation pending on the date hereof; provided that in any such matter related case, such cooperation and availability of information may be done in a manner so as to any Action by Seller or its representatives against, or that is or could reasonably be expected to become adverse in any material respect to, Purchaser, the Company, its Subsidiary or the Business; provided, that (i) any such access shall not unreasonably interfere with the normal business or operations of the Company or its Subsidiary and (ii) neither the Company nor its Subsidiary shall be obligated to provide any access to any documents or data which they are prohibited from doing so pursuant to applicable law or contractual restriction or which, in the reasonable good faith judgment of Purchaser, constitutes competitively sensitive information or would reasonably be expected to compromise or constitute a waiver of any attorney-client privilege of Purchaser, the Company or its Subsidiary. Unless otherwise consented to in writing by Seller, Purchaser shall not permit the Company or its Subsidiary, for a period of seven (7) years following the Closing, to destroy, alter or otherwise dispose of any of its books and records, or any portions thereof, relating to periods prior to the Closing and/or matters relating to this Agreement cooperating party and the transactions contemplated hereby without first giving at least thirty (30) days prior written notice to Seller and offering to surrender to Seller such books and records or such portions thereof. Seller requesting party shall reimburse Purchaser and/or the Company or its Subsidiary for reasonable bear all out-of-pocket costs incurred by the cooperating party in providing such assistance. Each party shall preserve all such information, including without limitation, the books and expenses incurred in connection with assisting records of the Division and the Acquired Subsidiary, for at least six (6) years after the Closing Date; provided that the books and records related to Seller's on-going shareholder litigation shall be preserved until such time as Seller or its Affiliates pursuant to this Section 6.3advises Purchaser that such litigation has reached a final, non-appealable resolution.
Appears in 1 contract
Sources: Purchase Agreement (Merant PLC)
Post-Closing Cooperation. From (a) The Buyers and the Sellers shall cooperate with each other, and shall cause their officers, employees, agents, auditors and representatives to cooperate with each other after the Closing to ensure the orderly transition of the Business from the Seller to the Buyers and to minimize any disruption to the Business and the other businesses of the Sellers and the Buyers that might result from the Contemplated Transactions. After the Closing, upon reasonable notice and subject to Section 5.5, the Buyers and the Sellers shall furnish or cause to be furnished to each other and their employees, counsel, auditors and representatives access (including the ability to make copies), during normal business hours, to such information and assistance relating to the Business (to the extent within the control of such Party or any of its Affiliates) reasonably necessary for (i) financial reporting, Tax and accounting matters, (ii) defense or prosecution of litigation and disputes or (iii) for a Party to determine any matter relating to its rights or obligations hereunder.
(b) After the Closing, upon reasonable written notice and subject to Section 5.5, the Buyers and the Sellers shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance (to the extent within the control of such Party) relating to the Business, Acquired Assets (including, access to Records) or Assumed Liabilities as is reasonably necessary for compliance or in connection with accounting and reporting requirements, filing of all Tax Returns, and making of any election related to Taxes, the preparation for any audit by any Taxing Authority, the prosecution or defense of any claim, suit or proceeding related to any Tax Return, or any other inquiry, investigation, dispute, litigation or other proceeding to which any of the Sellers or the Buyers is a party and which involves the Business, Acquired Assets or Assumed Liabilities. The Sellers and the Buyers shall cooperate with each other in the conduct of any audit or other proceeding relating to Taxes involving the Business. In the event that the Sellers or the Buyers shall after the Closing take any position in any Tax Return, or reach any settlement or agreement relating to Taxes on audit, which is in any manner inconsistent with any position taken by the Sellers in any Tax filing, settlement or agreement made by the Sellers prior to the Closing and such inconsistent position (i) might require the payment by the Buyers or the Sellers of more Tax than would have been required to be paid had such position not been taken or such settlement or agreement not been reached, (ii) affects the determination of useful life, basis or method of depreciation, amortization or accounting of any of the Acquired Assets or any of the properties, assets or rights of the Buyers or (iii) might accelerate the time at which any Tax must be paid by the Buyers or the Sellers, then the Buyers or the Sellers, as the case may be, shall provide timely and reasonable notice to the other of such position.
(c) Each of the Buyers and the Sellers will retain all Records pertaining to the Business in existence on the Closing Date for a period of seven (7) years following the Closing, upon reasonable advance written notice, Purchaser shall, and shall cause the Company and its Subsidiary to, provide Seller and its Affiliates (including any . No such Records or other Hub Group Company) and their respective authorized representatives with reasonable access, during normal business hours, to the relevant portions of the books, records (including accountant’s work papers, subject to execution of customary access papers), properties, facilities, key employees and representatives of the Company and its Subsidiary with respect to periods prior to the Closing, matters occurring on or prior to the Closing and/or in connection with any matter relating to or arising out of this Agreement and/or any of the transactions contemplated hereby (whether or not relating to periods prior to the Closing or matters occurring on or prior to the Closing), and the ability to inspect and copy any such books and records, in each case, to the extent reasonably necessary for Seller’s financial reporting or accounting matters, the preparation or filing of any Tax return or the defense of any Tax claim or assessment, or otherwise in connection with any legitimate matter relating to or affected by the operations of the Company and its Subsidiary on or prior to the Closing Date, except for any such matter related to any Action by Seller or its representatives against, or that is or could reasonably be expected to become adverse in any material respect to, Purchaser, the Company, its Subsidiary or the Business; provided, that (i) any such access shall not unreasonably interfere with the business or operations of the Company or its Subsidiary and (ii) neither the Company nor its Subsidiary documents shall be obligated to provide destroyed or disposed of by any access to retaining Party at any documents or data which they are prohibited from doing so pursuant to applicable law or contractual restriction or which, in time without first advising the reasonable good faith judgment of Purchaser, constitutes competitively sensitive information or would reasonably be expected to compromise or constitute a waiver of any attorney-client privilege of Purchaser, the Company or its Subsidiary. Unless otherwise consented to other Party in writing by Seller, Purchaser shall not permit the Company or its Subsidiary, for and giving such Party a period of seven ten (710) years following Business Days after receipt of such advise in which to request possession thereof for the Closing, to destroy, alter or otherwise dispose purposes permitted by this Section 5.6.
(d) Each of any of its books and records, or any portions thereof, relating to periods prior to the Closing and/or matters relating to this Agreement Buyers and the transactions contemplated hereby without first giving at least thirty (30) days prior written notice to Seller and offering to surrender to Seller such books and records or such portions thereof. Seller Sellers shall reimburse Purchaser and/or the Company or its Subsidiary other for reasonable out-of-pocket costs and expenses incurred in connection with assisting Seller or its Affiliates the other pursuant to this Section 6.35.
Appears in 1 contract
Sources: Asset Purchase Agreement (Volt Information Sciences, Inc.)
Post-Closing Cooperation. From (a) The Company, Lucky Parent and after each Seller shall cooperate with each other, and shall cause their officers, employees, agents, auditors and other Representatives to cooperate with each other to ensure the Closingorderly transition of the Business from each Seller to the Company and to minimize any disruption to the Business and the other respective businesses of Lucky Parent and Jupiter Parent that might result from the transactions contemplated hereby. In addition, for a period of seven (7) years following Lucky Parent and its subsidiaries shall cooperate in good faith to provide all customary transition service arrangements reasonably requested by the Company, which services shall be provided by Lucky Parent and its subsidiaries at cost and upon other customary terms and conditions to be agreed upon. After the Closing, upon reasonable advance written notice, Purchaser shallthe Company, Lucky Parent and each Seller shall furnish or cause the Company and its Subsidiary to, provide Seller and its Affiliates (including any to be furnished to each other Hub Group Company) and their respective authorized representatives with reasonable employees, counsel, auditors and other Representatives access, during normal business hours, to such information and assistance relating to the relevant portions Business, including the Retained Financial Records (to the extent within the control of such party) as is reasonably necessary for financial reporting, business support, compliance and accounting matters (subject to any applicable confidentiality obligations).
(b) No party hereto shall be required by this Section 5.08 to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations (or, in the case of the booksCompany, records (including accountant’s work papersthe Business). Any information relating to the Business received by any Lucky Parent, any Seller or any of their affiliates pursuant to this Section 5.08 shall be subject to execution of customary access papers)Section 5.05.
(c) Promptly, propertiesbut in any event not more than two Business Days following the Closing, facilities, key employees and representatives of the Company and Lucky Collaboration Subsidiary shall provide to Wyeth the written confirmation contemplated by Section 13.7.3 of the Collaboration Agreement, in the forms attached hereto as Exhibits J-1 and J-2, as applicable.
(d) From and after the Closing, none of Lucky Parent, the Sellers or any of their respective affiliates or Representatives shall engage in any discussions with Wyeth (or otherwise take any action) pursuant to the Collaboration Agreement (it being agreed that from and after the Closing, all such discussions and actions shall be undertaken by the Company, its Subsidiary affiliates and Representatives of the foregoing); provided, however, the Sellers, after consultation with respect Jupiter Parent and the Company, shall be permitted to periods engage in discussions with Wyeth regarding matters related to the Collaboration Agreement that are solely relevant to the period prior to the Closing, matters occurring on or prior to the Closing and/or in connection with any matter relating to or arising out of this Agreement and/or any of the transactions contemplated hereby (whether or not relating to periods prior to the Closing or matters occurring on or prior to the Closing), and the ability to inspect and copy any such books and records, in each case, to the extent reasonably necessary for Seller’s financial reporting or accounting matters, that such matters were specifically identified to Jupiter Parent and the preparation or filing Company during such consultation and the Sellers shall inform Jupiter Parent and the Company of the substance and outcome of any Tax return or the defense of any Tax claim or assessment, or otherwise in connection with any legitimate matter relating to or affected by the operations of the Company and its Subsidiary on or prior to the Closing Date, except for any such matter related to any Action by Seller or its representatives against, or that is or could reasonably be expected to become adverse in any material respect to, Purchaser, the Company, its Subsidiary or the Business; provided, that (i) any such access shall not unreasonably interfere with the business or operations of the Company or its Subsidiary and (ii) neither the Company nor its Subsidiary shall be obligated to provide any access to any documents or data which they are prohibited from doing so pursuant to applicable law or contractual restriction or which, in the reasonable good faith judgment of Purchaser, constitutes competitively sensitive information or would reasonably be expected to compromise or constitute a waiver of any attorney-client privilege of Purchaser, the Company or its Subsidiary. Unless otherwise consented to in writing by Seller, Purchaser shall not permit the Company or its Subsidiary, for a period of seven (7) years following the Closing, to destroy, alter or otherwise dispose of any of its books and records, or any portions thereof, relating to periods prior to the Closing and/or matters relating to this Agreement and the transactions contemplated hereby without first giving at least thirty (30) days prior written notice to Seller and offering to surrender to Seller such books and records or such portions thereof. Seller shall reimburse Purchaser and/or the Company or its Subsidiary for reasonable out-of-pocket costs and expenses incurred in connection with assisting Seller or its Affiliates pursuant to this Section 6.3discussions as promptly as practicable thereafter.
Appears in 1 contract
Post-Closing Cooperation. From and after the Closing, for a period of seven (7) years following the Closing, upon reasonable advance written notice, Purchaser shall, and shall cause the Company and its Subsidiary Subsidiaries to, provide Seller and its Affiliates (including any other Hub Former ▇▇▇▇▇ Group Company) and their respective authorized representatives with reasonable access, during normal business hourshours as reasonably requested by Seller, to the relevant portions of the books, records (including accountant’s 's work papers, subject to execution of customary access papers), properties, facilities, key employees and representatives of the Company and its Subsidiary Subsidiaries with respect to periods prior to the ClosingClosing Date, matters occurring on or prior to the Closing Date and/or in connection with any matter relating to or arising out of this Agreement and/or any of the transactions contemplated hereby (whether or not relating to periods prior to the Closing Date or matters occurring on or prior to the ClosingClosing Date), and the ability to inspect and copy any such books and records, in each case, to records and/or (if required) obtain the extent reasonably necessary for Seller’s financial reporting or accounting matters, the preparation or filing of any Tax return or the defense of any Tax claim or assessment, or otherwise in connection with any legitimate matter relating to or affected by the operations of the Company and its Subsidiary on or prior to the Closing Date, except for any such matter related to any Action by Seller or its representatives against, or that is or could reasonably be expected to become adverse in any material respect to, Purchaser, the Company, its Subsidiary or the Businessoriginals thereof; provided, provided that (i) any such access shall not unreasonably interfere with the business or operations of the Company or its Subsidiary Subsidiaries and (ii) neither the Company nor any of its Subsidiary Subsidiaries shall be obligated to provide any access to any documents or data which they are prohibited from doing so pursuant to applicable law or contractual restriction or whichrestriction, as determined in the reasonable good faith judgment opinion of Purchaser, constitutes competitively sensitive information or would reasonably be expected to compromise or constitute a waiver of any attorney-client privilege of Purchaser, the Company or its Subsidiarycounsel. Unless otherwise consented to in writing by Seller, Purchaser shall not permit the Company or any of its SubsidiarySubsidiaries, for a period of seven six (76) years years, or such longer period as required by applicable law, following the ClosingClosing Date, to destroy, alter or otherwise dispose of any of its books and records, or any portions thereof, relating to periods prior to the Closing Date and/or matters relating to this Agreement and the transactions contemplated hereby without first giving at least thirty (30) days prior written notice to Seller and offering to surrender to Seller such books and records or such portions thereof. Seller shall reimburse Purchaser and/or the Company or its Subsidiary for reasonable out-of-pocket costs and expenses incurred in connection with assisting Seller or its Affiliates pursuant to this Section 6.3.
Appears in 1 contract
Sources: Purchase Agreement (Coach Inc)
Post-Closing Cooperation. From (a) Advisor and after the ClosingCompany shall cooperate with each other, and shall cause their Representatives to cooperate with each other, for a period of seven (7) years following 180 days after the Closing Date to facilitate the orderly transition of management of Company and Company Subsidiaries from Advisor to Waterfall and to minimize any disruption to Company and the Company Subsidiaries that might result from the transactions contemplated by the Merger Agreement. After the Closing, upon reasonable advance written notice, Purchaser shall, each of Advisor and Company shall furnish or cause the Company and its Subsidiary to, provide Seller and its Affiliates (including any to be furnished to each other Hub Group Company) and their respective authorized representatives with reasonable Representatives access, during normal business hours, to such information and assistance relating to Company and Company Subsidiaries (to the relevant portions extent within the control of such Party) as is reasonably necessary for the booksconduct of business in the ordinary course, records including but not limited to financial reporting, accounting and regulatory purposes.
(including accountant’s work papersb) For the avoidance of doubt, subject the delivery to execution the Board of customary access papers), properties, facilities, key employees Directors of all property and representatives documents of the Company and its or any Company Subsidiary with respect to periods prior to then in the Closing, matters occurring on or prior to the Closing and/or in connection with any matter relating to or arising out of this Agreement and/or any custody of the transactions contemplated hereby (whether Advisor required under Section 16(iii) of the Company Advisory Agreement shall include all imaged, electronic or not relating to periods prior to the Closing or matters occurring on or prior to the Closing), and the ability to inspect and copy any such books and records, in each case, physical Collateral Files to the extent reasonably necessary for Seller’s financial reporting or accounting matters, in the preparation or filing of any Tax return possession or the defense control of Advisor or its Affiliates (other than Company or any Tax claim or assessmentCompany Subsidiary). Any such documents shall be delivered by Advisor to a location in the United States, or otherwise in connection with as designated by Company. To the extent any legitimate matter relating to or affected by the operations such documents have not been delivered as of the Company and its Subsidiary on or prior to the Closing Date, except Advisor shall cause such documents to be delivered to Company or Company’s designee as promptly as reasonably practicable following the Closing Date and shall be held by Advisor in trust for any such matter related the benefit of Company until delivery to any Action by Seller Company or its representatives against, or that is or could reasonably be expected Company’s designee. Notwithstanding anything to become adverse the contrary in any material respect to, Purchaser, the Company, its Subsidiary this Agreement or the Business; providedMerger Agreement, that Advisor (i) any shall be permitted to retain such access shall not unreasonably interfere with the business or operations copies of the Company Collateral Files and other property and documents as are necessary solely for the purpose of demonstrating compliance with applicable Laws and for defending or its Subsidiary maintaining any Action, and (ii) neither shall not be required to deliver such copies of the Company nor its Subsidiary shall be obligated to provide Collateral Files and other property and documents as are maintained on any access to any documents back-up or data which they are prohibited from doing so pursuant to applicable law or contractual restriction or which, archival electronic storage system maintained by Advisor in the reasonable good faith judgment ordinary course of Purchaser, constitutes competitively sensitive information or would reasonably be expected to compromise or constitute a waiver of any attorney-client privilege of Purchaser, the Company or its Subsidiary. Unless otherwise consented to in writing by Seller, Purchaser shall not permit the Company or its Subsidiary, for a period of seven business.
(7c) years following the Closing, to destroy, alter or otherwise dispose of any of its books and records, or any portions thereof, relating to periods prior to the Closing and/or matters relating to this Agreement and the transactions contemplated hereby without first giving at least thirty (30) days prior written notice to Seller and offering to surrender to Seller such books and records or such portions thereof. Seller Each Party shall reimburse Purchaser and/or the Company or its Subsidiary other for reasonable reasonable, documented out-of-pocket costs and expenses incurred in connection with assisting Seller or its Affiliates the other pursuant to this Section 6.33.2. Neither Party shall be required by this Section 3.2 to take any action that would unreasonably interfere with the conduct of the business of such Party or its Affiliates or unreasonably disrupt the normal operations of such Party or its Affiliates. For the avoidance of doubt, any information relating to Company and the Company Subsidiaries received or retained by Advisor pursuant to this Section 3.2 shall be subject to Section 6 (Records; Confidentiality) of the Company Advisory Agreement.
(d) As of the date that is ten (10) Business Days following the Merger Effective Time, Company will cease all use, and will cause each Company Subsidiary to cease all use, of the “ZAIS” name, any derivative thereof or any terms confusingly similar thereto, and none of Surviving Entity or any of its subsidiaries will ever use the “ZAIS” name, any derivative thereof or any terms confusingly similar thereto; provided, that nothing in this Section 3.2(d) shall (i) require any amendment to any financing statement, deed or other similar public filing or recorded instrument made in the name of Company or any Company Subsidiary as a secured party, or (ii) prevent the Surviving Entity or its subsidiaries from (A) informing third parties of the change in name, (B) using written materials marked with such names prior to the Closing Date, or (C) using the “ZAIS” name as reasonably necessary or advisable for historical purposes to describe the former legal name of Company or any Company Subsidiary or the former advisor to Company or any Company Subsidiary for the period prior to the Closing Date
Appears in 1 contract
Post-Closing Cooperation. From DuPont and after the ClosingBuyer shall cooperate ------------------------ with each other, and shall cause their respective Subsidiaries and Representatives to cooperate with each other, for a period of seven 180 days after the Closing, to ensure the orderly transition of each Transferred Business Company and all Transferred Assets and Assumed Liabilities from DuPont to Buyer (7including the transition of any information technology systems) years following and to minimize any disruption to their respective businesses that might result from the transactions contemplated hereby. Notwithstanding the forgoing, at any time after the Closing, upon reasonable advance written notice, Purchaser shall, DuPont and Buyer shall furnish or cause to be furnished to the Company other party and its Subsidiary toemployees, provide Seller counsel, auditors and its Affiliates (including any other Hub Group Company) and their respective authorized representatives with Representatives reasonable access, during normal business hours, to the relevant portions of the books, records (including accountant’s work papers, subject to execution of customary access papers), properties, facilities, key employees such Information and representatives of the Company and its Subsidiary with respect to periods prior assistance relating to the ClosingTransferred Business Companies, matters occurring on or prior to the Closing and/or in connection with any matter relating to or arising out of this Agreement and/or any of the transactions contemplated hereby (whether or not relating to periods prior to the Closing or matters occurring on or prior to the Closing), Transferred Assets and the ability to inspect and copy any such books and records, in each case, to the extent Assumed Liabilities as is reasonably necessary for Seller’s financial reporting or and accounting matters, the preparation or and filing of any Tax return Returns or the defense of any Tax claim Audit or assessment, any other requirement under any applicable Law or otherwise in connection regulation; provided that the provisions of Article VI shall -------- govern with any legitimate matter relating respect to or affected by the operations of the Company and its Subsidiary on or prior all Tax-related matters to the Closing Date, except for extent any such matter related to any Action by Seller or its representatives against, or that provision in Article VI is or could reasonably be expected to become adverse in any material respect to, Purchaser, the Company, its Subsidiary or the Businessconflict with this Section 5.9; provided, further, that -------- ------- notwithstanding anything to the contrary in this Agreement, neither DuPont nor the Retained Subsidiaries, on the one hand, and neither Buyer nor its Subsidiaries, on the other hand, shall be required to disclose any information to the other or its Representatives if doing so presents a significant risk of violating any Law or Contract to which DuPont or any of the Retained Subsidiaries, on the one hand, or Buyer or any its Subsidiaries, on the other hand, is a party or to which it is subject or which it believes in good faith presents a significant risk of, based on an opinion of counsel (i) which can be inside counsel), resulting in a loss of the ability to successfully assert a claim of Privilege; provided that the parties hereto shall cooperate in seeking -------- to find a way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege. DuPont shall not be required to provide any such access information as and to the extent it relates to the Retained Business, the Excluded Assets or the Retained Liabilities. Neither party shall not be required by this Section 5.9 to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations (or, in the case of Buyer, the business or operations of the Company or its Subsidiary and (ii) neither the Company nor its Subsidiary shall be obligated to provide any access to any documents or data which they are prohibited from doing so pursuant to applicable law or contractual restriction or which, in the reasonable good faith judgment of Purchaser, constitutes competitively sensitive information or would reasonably be expected to compromise or constitute a waiver of any attorney-client privilege of Purchaser, the Company or its Subsidiary. Unless otherwise consented to in writing by Seller, Purchaser shall not permit the Company or its Subsidiary, for a period of seven (7) years following the Closing, to destroy, alter or otherwise dispose of any of its books and records, or any portions thereof, relating to periods prior to the Closing and/or matters relating to this Agreement and the transactions contemplated hereby without first giving at least thirty (30) days prior written notice to Seller and offering to surrender to Seller such books and records or such portions thereof. Seller shall reimburse Purchaser and/or the Company or its Subsidiary for reasonable out-of-pocket costs and expenses incurred in connection with assisting Seller or its Affiliates pursuant to this Section 6.3Transferred Business Company).
Appears in 1 contract