Access After the Closing Sample Clauses

Access After the Closing. Seller shall afford Buyer reasonable access to the Excluded Assets and Excluded Records (including related computers and computer records) or core corporate records retained by Seller if necessary to operate the Business and Buyer shall afford Seller reasonable access to records acquired hereunder and to the Transferred Employees to the extent necessary for Seller to operate its business, to prepare its tax returns and to prepare the Closing Date Statement. After the Closing Buyer shall afford Seller reasonable access to any records acquired hereunder for legitimate business purposes.
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Access After the Closing. In order to facilitate the resolution of any claims made against or incurred by the Holders, the Company or any of their respective affiliates or for any other purpose, for the five (5)-year period commencing on the Closing Date, the Company (or its successor) will provide the Stakeholder Representative and its authorized representatives access (including the right to make photocopies) to all books and records of the Company and its Subsidiaries (or their successors) and other written information with respect to the Company and its Subsidiaries (or their successors) as the Stakeholder Representative may from time to time request. The Company shall use commercially reasonable efforts to preserve and keep all material books and records of the Company and its Subsidiaries relating to the period prior to the Closing for a period of at least five (5) years from the Closing Date. Notwithstanding anything herein to the contrary, (i) no such access shall be permitted to the extent that it would require any Acquired Company to disclose information that is classified, subject to attorney-client or similar privilege (if such disclosure would waive such privilege) or for which disclosure is prohibited by the terms of any Contract or Law. The obligations of the Company under this Section 6.4(b) shall not be terminated or modified in such a manner as to adversely affect any Holder without the express written consent of such affected Holder (it being expressly agreed that the Holders shall be third-party beneficiaries of this Section 6.4(b)). The Company may, as it deems advisable and necessary, designate any sensitive materials provided to the Stakeholder Representative and its authorized representatives under this Section 6.4(b) as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the Stakeholder Representative and its representatives and will not be disclosed by such outside counsel to employees, officers, or directors of the Stakeholder Representative without the advance written consent of the Company.
Sample 1
Access After the Closing. From and after the Closing, the Purchaser shall cause the Company to provide the Sellers with reasonable access to the Company, the Assets and its books and records for any reasonable business purpose relating to the Sellers' interest in and involvement with the Company.
Sample 1Sample 2
Access After the Closing. After the Closing, Alltrista, ------------------------ Holdings and each Seller shall afford Buyer reasonable temporary access to the Excluded Assets and Excluded Records (including related computers and computer records) or corporate records retained by Alltrista, Holdings or Sellers if necessary to operate the Business and Buyer shall afford each Seller reasonable temporary access to records acquired hereunder and to the Transferred Employees to the extent necessary for each Seller to reasonably operate its business and to prepare its tax returns. After the Closing, Buyer shall afford Sellers reasonable access to any records acquired hereunder for legitimate business purposes.
Sample 1
Access After the Closing. The Buyer shall afford the Sellers, and the accountants, counsel and representatives of the Sellers, reasonable access on and after the Closing Date to the properties, assets, books, Contracts, Other Agreements and Files and Records that relate to activities prior to the Closing Date (as well as to the employees and auditors of the Buyer with knowledge of the activities of the Business prior to the Closing Date) so as to permit the Sellers and their Affiliates to comply with applicable financial reporting, tax and other legal requirements and address and resolve Excluded Liabilities. The Buyer agrees to hold all the Files and Records in existence and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by applicable law and, thereafter, if it desires to destroy or dispose of such books and records to offer first in writing at least thirty (30) days prior to such destruction or disposition to surrender them to the Sellers.
Sample 1
Access After the Closing. The Buyer shall afford the Seller, and to the accountants, counsel and representatives of the Seller, reasonable access on and after the Closing Date to those portions of the properties, assets, books, Contracts, and files and records of the Companies that relate to activities prior to the Closing Date (as well as to the employees and auditors of the Companies with knowledge of the activities of the Companies prior to the Closing Date) so as to permit the Seller to comply with applicable financial reporting, tax and any other legal requirement; provided, however, that (i) the Seller and its representatives shall take such action as is deemed necessary in the reasonable judgment of the Buyer to schedule such access and visits in such a way as to avoid disrupting the normal business of the Buyer, (ii) the Buyer shall not be required to take any action that would constitute a waiver of the attorney-client or other privilege and (iii) the Buyer need not supply the Seller with any information that, in the reasonable judgment of the Buyer, the Buyer or the Companies are under a contractual, fiduciary or legal obligation not to supply.
Sample 1
Access After the Closing. Subsequent to the Closing, Seller will permit Buyers and their representatives to have reasonable access to, and to examine and make copies of, all invoices, records, Licenses, contracts, commitments, records and other business and financial information that relate to the Assets.
Sample 1
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Related to Access After the Closing

  • After the Closing Buyer and Seller shall execute and deliver, or shall cause to be executed and delivered from time to time, such further instruments of conveyance and transfer, and shall take such other actions as any party may reasonably request, to convey and deliver the Assets to Buyer, to perfect Buyer’s title thereto, and to accomplish the orderly transfer of the Assets to Buyer in the manner contemplated by this Agreement. If any party hereto receives monies belonging to the other, such amount shall immediately be paid over to the proper party. If an invoice or other evidence of an obligation is received by a party, which is partially an obligation of both Seller and Buyer, then the parties shall consult with each other, and each shall promptly pay its portion of such obligation to the obligee.

  • After Closing Seller and Buyer shall execute, acknowledge and deliver or cause to be executed, acknowledged and delivered, such instruments and take such other action as may be necessary or advisable to carry out their obligations under this Agreement and under any document, certificate or other instrument delivered pursuant hereto.

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

  • Conditions to the Closing On or before the Closing Date, the Trust Depositor shall deliver or cause to be delivered the following documents to the Owner Trustee and the Indenture Trustee:

  • Certain Notifications Until Closing From the Signing Date until the Closing, the Company shall promptly notify the Investor of (i) any fact, event or circumstance of which it is aware and which would reasonably be expected to cause any representation or warranty of the Company contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of the Company contained in this Agreement not to be complied with or satisfied in any material respect and (ii) except as Previously Disclosed, any fact, circumstance, event, change, occurrence, condition or development of which the Company is aware and which, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; provided, however, that delivery of any notice pursuant to this Section 3.4 shall not limit or affect any rights of or remedies available to the Investor; provided, further, that a failure to comply with this Section 3.4 shall not constitute a breach of this Agreement or the failure of any condition set forth in Section 1.2 to be satisfied unless the underlying Company Material Adverse Effect or material breach would independently result in the failure of a condition set forth in Section 1.2 to be satisfied.

  • COVENANTS PRIOR TO CLOSING 37 7.1 Access and Cooperation; Due Diligence...........................37 7.2 Conduct of Business Pending Closing.............................38 7.3

  • Conditions Precedent to the Closing Conditions precedent to the Closing are as follows:

  • Operations Prior to the Closing Date (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.

  • Seller Closing Deliveries No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items:

  • Prior to Closing Seller shall deliver to Buyer a list of employees of the Stations that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With respect to employees hired by Buyer ("Transferred Employees"), to the extent permitted by law Seller shall provide Buyer access to its personnel records and such other information as Buyer may reasonably request prior to Closing. With respect to such hired employees, Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(l) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage on account of any pre-existing condition) to the extent provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such plan for which such employees may be eligible after Closing, Buyer shall ensure that service with Seller shall be deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of Buyer for any deductibles or co- payments paid by such employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit to each such employee for all unused sick leave accrued as of Closing as an employee of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and discharge Seller's liabilities for the payment of all unused vacation leave accrued by such employees as of Closing.

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