Access to Books and Records; Confidentiality. (a) For a period of ten (10) years following the Closing Date, Buyer shall retain and afford, and will cause its Affiliates to retain and afford, to Seller and its Subsidiaries, including the Subsidiary Asset Sellers, their counsel and their accountants, during normal business hours and upon reasonable advance notice, reasonable access to the books, records and other data of the Analytical Instruments Business and of the Transferred Subsidiaries (including, without limitation, any books, records or other data that may be reasonably requested by Seller in connection with any audit described in Section 8.4(c)) with respect to the period prior to the Closing Date and, in the case of any Transferred Subsidiary, with respect to the applicable current taxable period, to the extent that such access may be reasonably required by Seller or any Subsidiary Asset Seller to facilitate (i) the preparation and timely filing by Seller or such Subsidiary Asset Seller of such Tax Returns as it may be required to file with respect to the operations of the Analytical Instruments Business or the preparation and timely filing of such Tax Returns as Seller shall bear responsibility for preparing pursuant to Section 8.4, the making of any election related to Taxes or in connection with any audit, amended return, claim for refund or any suit or proceeding with respect thereto, (ii) the investigation, litigation and final disposition of any claims, suits or proceedings which may have been or may be made against Seller or such Subsidiary Asset Seller by third parties in connection with the Analytical Instruments Business and (iii) the payment of any amount pursuant to Section 9.4 or in connection with any liabilities or obligations which have not been assumed by Buyer under this Agreement. Buyer will not, and will cause its Affiliates not to, dispose of, alter or destroy any such books, records and other data without giving thirty (30) days' prior notice to Seller to permit Seller, at its expense, to examine, duplicate or repossess such records, files, documents and correspondence.
Access to Books and Records; Confidentiality. Buyer agrees that, after the Closing, it will cooperate with and make reasonably available for review by the Sellers’ Representative, during normal business hours and upon reasonable notice at Buyer’s principal place of business in such a manner as to not interfere with the normal operations of the business, all books and records and information and employees relating to the period before the Closing Date that are necessary in connection with any inquiry, audit, investigation, dispute, litigation or other proceeding or similar matter, including the preparation of the Closing Date Balance Sheets and Adjusted Net Working Capital and excluding any privileged documents or information which are the subject of a dispute between or among the Parties. Buyer agrees that it shall preserve and keep all material books and records of the Company Entities for a period expiring on the date that is seven (7) years from the Closing Date.
Access to Books and Records; Confidentiality. (a) Each Partner and their authorized representatives may at all times during the regular business hours of JVCO have reasonable access to the books and records of JVCO to review, inspect or copy the same for proper purposes.
Access to Books and Records; Confidentiality. (a) The Sellers shall cause the books and records, contracts, documents and other information of the Sold Companies and Subsidiaries to be in the sole possession and control of the Sold Companies and the Subsidiaries or the Buyer at or as soon as practicable after the Closing. To the extent that books and records, Contracts, documents and other information of the Sellers or Affiliates relevant to or affecting the Business and necessary to the operation of the Business after the Closing Date relate partially to the Sellers or their Affiliates other than the Sold Companies, the Subsidiaries or the Venture Entities, the Sellers or Affiliates shall provide the Buyer with full access to the portions of such information pertaining to the Business.
Access to Books and Records; Confidentiality. (a) Purchaser agrees to hold all of the Corporate Records of the Company existing on the Closing Date and not to destroy or dispose of any thereof for a period of five (5) years from the Closing Date or such longer time as may be required by Law.
Access to Books and Records; Confidentiality. From and after the Closing, the Company shall, and shall cause the other Asset Sellers to, treat and hold as confidential any material information Related to the Business (such information, the “Confidential Information”) and refrain from using any of the Confidential Information except in connection with this Agreement, or as may otherwise be required by Law, in connection with any legal proceedings or necessary for the operation of the Company’s business following the Closing.
Access to Books and Records; Confidentiality. (a) During the period commencing on the date hereof and ending on the Closing Date or the earlier termination of this Agreement in accordance with its terms, the Company shall give the Buyer and its counsel, accountants, employees, agents, and other authorized representatives full access, during normal business hours, upon reasonable advance notice, to the officers, directors, premises, properties, books, records, financial statements, Tax Returns of the Company and any Company Subsidiary. Any information provided to or obtained by the Buyer and/or its counsel, accountants, employees, agents and other authorized representatives pursuant to this SECTION 6.2(A) will be subject to the Confidentiality Agreement and must be held by the Buyer in accordance with and be subject to the terms of the Confidentiality Agreement. The Buyer agrees to be bound by and comply with the provisions set forth in the Confidentiality Agreement as if such provisions were set forth herein, and such provisions are hereby incorporated herein by reference.
Access to Books and Records; Confidentiality. (a) The Stockholders shall cause the books and records, contracts, documents and other information of the Company to be in the sole possession and control of the Company as soon as practicable after the Closing. To the extent that books and records, contracts, documents and other information of the Company relevant to or affecting the Company Business and necessary to the operation of the Company Business after the Closing Date relate partially to the Stockholders, the Stockholders shall provide the Buyer with reasonable access to the portions of such information pertaining to the Company Business.
Access to Books and Records; Confidentiality. (a) During the Pre-Closing Period, the Company shall, and shall cause the Transferred Entities to, afford to the Acquiror and its Representatives, reasonable access during normal business hours to the management, accountants and other advisors and agents, properties, books, records and Contracts of the Business; provided that such access does not interfere with the normal business operations of the Company or the Transferred Entities or include any invasive or destructive environmental sampling or testing. The parties agree that the provisions of the Confidentiality Agreement, dated July 3, 2013, between the Company and Del Monte Pacific Limited (the “Confidentiality Agreement”) shall continue in full force and effect following the execution and delivery of this Agreement, and all information obtained pursuant to this Section 5.3(a) or otherwise concerning the Transferred Entities, the Company and/or the Business furnished to the Acquiror in connection with the transactions contemplated by the Transaction Agreements shall be kept confidential in accordance with the Confidentiality Agreement. Notwithstanding the foregoing, the Company is not under any obligation to disclose to the Acquiror any information the disclosure of which is restricted by contract or Law or which would result in the waiver of any privileges.
Access to Books and Records; Confidentiality
