Access to Information Post-Closing. After the Closing, Duramed agrees to cooperate with Shire and to grant to Shire and its employees, attorneys, accountants, officers, representatives, and agents, during normal business hours and upon at least [*] advance notice, reasonable access to Duramed’s management personnel and to the records relating to the Product (including the Product Registrations) and to permit copying at Shire’s expense or, where reasonably necessary, to loan original documents relating to the Purchased Assets during the period the Purchased Assets were owned by Shire for the sole purposes of (a) any financial reporting or tax matters (including any financial and tax audits, tax contests, tax examination, preparation of any Shire’s tax returns or financial records) relating to the Product, (b) any claims or litigation involving Shire and the Purchased Assets relating to the Product, (c) any investigation of Shire being conducted by any federal, state, or local governmental authority relating to the Product, (d) any matter relating to any indemnification or representation or warranty or any other term of this Agreement, or (e) any similar or related matter. Duramed shall maintain, to the extent required by applicable law, but in any event for not less than six (6) years, all such records and documents in the United States of America and shall not destroy or dispose of any such records and documents prior to the end of such required or six (6) year period without the prior written consent of Shire.
Access to Information Post-Closing. Buyer acknowledges that Seller may need access to information relating to the Business acquired by Buyer after the Closing Date. Seller acknowledges that Buyer must maintain biosecurity at the facilities and confidentiality of the business operation information. Recognizing the concerns of Buyer and Seller, the parties agree that upon reasonable request by Seller’s parent, Land O’Lakes, Inc., Buyer shall, at and after the Closing, provide, at Land O’Lakes, Inc.’s cost, requested information abut the Business reasonably necessary to determine any matter relating to or arising during the period ending on or before the Closing Date. If Buyer cannot, or chooses not to, provide the requested information, then upon request of Land O’Lakes, Inc., Buyer shall grant Land O’Lakes, Inc. or its agents (providing the agents are not employed or affiliated with a competitor of the Buyer and the agents are subject to confidentiality restrictions in the same manner as Land O’Lakes, Inc.) access to the Books and Records of the Business and, if necessary, the employees and properties of the Business on terms and conditions reasonably established by Buyer to protect biosecurity, confidentiality, and in a manner that does not unreasonably interfere with Buyer’s operations. Buyer shall notify Land O’Lakes, Inc. of its record retention and destruction policy. If Land O’Lakes, Inc. desires records that are scheduled to be destroyed, it shall notify Buyer at least 30 days prior to the destruction date and Buyer shall provide copies to Land O’Lakes, Inc. upon Land O’Lakes, Inc.’s agreeing to pay for the reasonable duplication expenses; provided, however, Buyer agrees not to destroy any Books and Records received from Seller hereunder during the one year period following the Closing Date.
Access to Information Post-Closing. During the five (5)-year period following the Closing Date, each party hereto shall cooperate with and make available to the other party, upon reasonable advance notice and during normal business hours, reasonable access to all books and records, Tax Returns and records, contracts and other information existing prior to and at the Closing Date which are necessary or useful in connection with any litigation, insurance matter, financial reporting requirement or obligation, Tax inquiry, audit, investigation or dispute, or any other matter requiring such books and records or information for any reasonable business purpose relating to the Company. The party requesting such access shall bear all out-of-pocket costs and expenses (including, without limitation, attorneys’ fees) reasonably incurred in connection with providing such books and records or other information.
Access to Information Post-Closing. Subject to any retention requirements relating to the preservation of Tax records, Coventry and Buyer agree that each of them shall (and shall cause the Acquired Entities to) preserve and keep the records held by them relating to the Business for a period of five (5) years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party in connection with, among other things, any insurance claims by, legal proceedings against or governmental investigations of Sellers, Coventry, the Subsidiaries or Buyer or any of their Affiliates or in order to enable the Sellers or Buyer to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby. In the event Coventry or Buyer wishes to destroy (or permit to be destroyed) such records after that time, such party shall first give 90 days prior written notice to the other and such other party shall have the right at its option and expense, upon prior written notice given to such party within that 90 day period, to take possession of the records within 180 days after the date of such notice.
Access to Information Post-Closing. Buyer acknowledges that Seller and LOL may need access to information relating to the Business acquired by Buyer after the Closing Date. The Parties agree that upon reasonable advance notice by Seller or LOL, Buyer shall, at and after the Closing, provide requested information about the Business reasonably necessary to determine any matter relating to or arising during the period ending on or before the Closing Date. If Buyer cannot, or chooses not to, provide the requested information, then upon Seller’s request, Buyer shall grant Seller and LOL, or their agents, access to the Books and Records of the Business and, if necessary, the Buyer’s Employees and properties of the Business on terms and conditions reasonably established by Buyer to protect biosecurity, confidentiality, and in a manner that does not unreasonably interfere with Buyer’s operations. Buyer shall notify LOL of its record retention and destruction policy as related to the Purchased Assets and the Business. If LOL desires records that are scheduled to be destroyed, it shall notify Buyer at least thirty (30) days prior to the destruction date and Buyer shall provide copies to LOL at LOL’s expense; provided, however, Buyer agrees not to destroy any Books and Records received from Seller and LOL hereunder during the one (1) year period following the Closing Date.
Access to Information Post-Closing. Seller and Buyer shall cooperate fully with each other after the Closing so that each party has access to the business records, contracts and other information existing prior to and at the Closing Date and relating in any manner to the Purchased Assets (whether in the possession of Seller or Buyer), to the extent permitted by law. No files, books or records existing at the Closing Date and relating in any manner to the Purchased Assets that are in the possession or under the control of either of the parties shall be destroyed by any party for a period of six years after Closing (which period shall be extended upon the reasonable request of either party) without giving the other party at least 30 days prior written notice, during which time such other party shall have the right to examine and to remove any such files, books and records prior to their destruction. Notwithstanding the foregoing, the provisions of Section 5.1 with respect to competitively sensitive information, including but not limited to those restricting the availability of certain information to certain Persons, shall also apply with respect to records, contracts and other information related to Purchased Assets after the Closing Date.
Access to Information Post-Closing. After the Closing Date, the Vendor may, upon reasonable notice to the Purchaser and subject to contractual restrictions relative to disclosure, have access during normal business hours to the Title and Operating Documents and the other files, reports and data pertaining to the Assets comprised in the Miscellaneous Interests and to obtain and copy such information in respect of matters arising or relating to any period of time through the Closing if copies of such records or if the information derived from such access would be helpful or beneficial to the Vendor or its Affiliates:
Access to Information Post-Closing. Until December 31, 2008, Purchaser agrees to permit Shareholder, Xx. Xxxxxxx and their respective attorneys, accountants and agents access to and the right to copy, or in the alternative, Purchaser shall provide copies of, any records of Company existing prior to and at the Closing Date ("Company Records"), as Shareholder or Xx. Xxxxxxx may xxxx reasonably necessary for legitimate business purposes. Any such examination and copying shall be at the expense of Shareholder or Xx. Xxxxxxx, as applicable, and shall not unreasonably interfere with the normal business activities of Purchaser. Purchaser shall notify Shareholder and Xx. Xxxxxxx if at any time prior to December 31, 2008 it intends to destroy any or all of the Company Records, and Shareholder and Xx. Xxxxxxx shall have the right to review and remove such Company Records at their expense.
Access to Information Post-Closing. Coventry and Buyer each agree to hold all the books and records of Buyer and the Acquired Entities existing on the Closing Date and relating to the Business as it existed on the Closing (including those included in the Acquired Assets) and not to destroy or dispose of any such books or records for a period of five (5) years EXECUTION COPY from the Closing, and thereafter, that if it desires to destroy or dispose of such books and records, to offer first in writing at least forty-five (45) days prior to such destruction or disposal to surrender them to Concentra. During that five year period, Coventry shall (and shall cause Buyer and each of its Subsidiaries to), during normal business hours, and upon reasonable notice, make available and provide Concentra and its representatives (including counsel and independent auditors) with access to the facilities and properties of the Acquired Entities and the Acquired Assets and to all information, files, documents and records (written and, to the extent commercially reasonable, computer) that are not otherwise protected by legal privilege relating to the Acquired Entities, the Acquired Assets or any of their businesses or operations for any and all periods prior to or including the Closing Date that they may require with respect to any reasonable business purpose (including, without limitation, any Tax matter) or in connection with any claim, dispute, action, cause of action, investigation or proceeding of any kind by or against any Person, and shall (and shall cause Buyer and each of its Subsidiaries to) cooperate fully with Concentra and its representatives (including counsel and independent auditors) in connection with the foregoing, at the sole cost and expense of Concentra, including, without limitation, by making tax, accounting and financial personnel and other appropriate employees and officers of Buyer and each of its Subsidiaries available to Concentra and its representatives (including counsel and independent auditors), with regard to any reasonable business purpose.
