Common use of Access to Records after Closing Clause in Contracts

Access to Records after Closing. (a) For a period of six years after the Closing Date, Seller and its representatives shall have reasonable access to all of the books and records of the Business transferred to Buyer hereunder to the extent that such access may reasonably be required by Seller in connection with matters relating to or affected by the operations of the Business prior to the Closing Date. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 11.6(a). If Buyer shall desire to dispose of any of such books and records prior to the expiration of such six-year period, it shall, prior to such disposition, give Seller a reasonable opportunity, at Seller’s expense, to segregate and remove such books and records as the other party may select.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Meredith Corp), Asset Purchase Agreement (Meredith Corp)

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Access to Records after Closing. (a) For a period of six (6) years after the Closing Date, Seller and its representatives shall have reasonable access to all of the books and records of the Business Company transferred to Buyer hereunder to the extent that such access may reasonably be required by Seller in connection with matters relating to or affected by the operations of the Company or the Business prior to the Closing Date. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 11.6(a)13.6. If Buyer shall desire to dispose of any of such books and records prior to the expiration of such six-six (6) year period, it Buyer shall, prior to such disposition, give Seller a reasonable opportunity, at Seller’s expense, to segregate and remove such books and records as the other party Seller may select.

Appears in 2 contracts

Samples: Equity Purchase Agreement (Impac Mortgage Holdings Inc), Equity Purchase Agreement

Access to Records after Closing. (a) For a period of six years after the Closing Date, Seller and its representatives shall have reasonable access to all of the books and records of Seller with respect to the Business transferred to Buyer hereunder to the extent that such access may reasonably be required by Seller in connection with matters relating to or affected by the operations of the Business prior to the Closing Date. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 11.6(a)13.6. If Buyer shall desire to dispose of any of such books and records prior to the expiration of such six-year period, it Buyer shall, prior to such disposition, give Seller a reasonable opportunity, at Seller’s expense, to segregate and remove such books and records as the other party Seller may select.

Appears in 2 contracts

Samples: Asset Purchase Agreement (NantHealth, Inc.), Asset Purchase Agreement (Allscripts Healthcare Solutions, Inc.)

Access to Records after Closing. (a) For a period of six years after the Closing Date, Seller Sellers and its their representatives shall have reasonable access to all of the books and records of the Business Divisions transferred to Buyer hereunder to the extent that such access may reasonably be required by Seller Sellers in connection with matters relating to or affected by the operations of the Business Divisions prior to the Closing Date. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Seller Sellers shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 11.6(aSECTION 13.6(A). If Buyer shall desire to dispose of any of such books and records prior to the expiration of such six-year period, it Buyer shall, prior to such disposition, give Seller Sellers a reasonable opportunity, at Seller’s Sellers' expense, to segregate and remove such books and records as the other party Sellers may select.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Streamline Com Inc), Asset Purchase Agreement (Peapod Inc)

Access to Records after Closing. (a) For a period of six (6) years after the Closing Date, Seller and its representatives shall have reasonable access to all of the books and records of the Business transferred to Buyer hereunder Subsidiaries to the extent that such access may reasonably be required by Seller in connection with matters relating to or affected by the operations of the Business Subsidiaries prior to the Closing Date. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Seller shall be solely responsible for any costs or expenses incurred by it them pursuant to this Section 11.6(a)13.6. If Buyer or the Subsidiaries shall desire to dispose of any of such books and records prior to the expiration of such six-year period, it Buyer shall, prior to such disposition, give Seller a reasonable opportunity, at Seller’s expense, to segregate and remove such books and records as the other party Seller may select.

Appears in 1 contract

Samples: Purchase Agreement (Photomedex Inc)

Access to Records after Closing. (a) For a period of six years ------------------------------- after the Closing Date, Seller the Buyer and its representatives shall have reasonable access to all of the books and records relating to the Company and the Subsidiaries which the Seller or any Affiliate of the Business transferred to Buyer hereunder to the extent that such access Seller may reasonably be required by Seller in connection with matters relating to or affected by the operations of the Business prior to retain after the Closing Date. Such access shall be afforded by Buyer the Seller and the Affiliates of the Seller upon receipt of reasonable advance notice and during normal business hours. Seller The Buyer shall be solely responsible for any costs or and expenses incurred by it pursuant to this Section 11.6(a)7.2. If Buyer the Seller or any ----------- Affiliate of the Seller shall desire to dispose of any of such books and records prior to the expiration of such six-year period, it the Seller shall, prior to such disposition, give Seller the Buyer a reasonable opportunity, at Seller’s the Buyer's expense, to segregate and remove such books and records as the other party Buyer may select.

Appears in 1 contract

Samples: Stock Purchase Agreement (Aptargroup Inc)

Access to Records after Closing. (a) For a period of six years after the Closing Date, Seller and its representatives shall have reasonable access to all of the books and records of the Business transferred to Buyer hereunder Company to the extent that such access may reasonably be required by Seller in connection with matters relating to or affected by the operations of the Business Company prior to the Closing DateDate or the exercise of the Repurchase Options. Such access shall be afforded by Buyer Buyers upon receipt of reasonable advance notice and during normal business hours. Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 11.6(a7.3(a). If Buyer Buyers shall desire to dispose of any of such books and records prior to the expiration of such six-year period, it Buyers shall, prior to such disposition, give Seller a reasonable opportunity, at Seller’s 's expense, to segregate and remove such books and records as the other party Seller may select.

Appears in 1 contract

Samples: Stock Purchase Agreement (Aegis Consumer Funding Group Inc)

Access to Records after Closing. (a) For a period of six years after the Closing Date, Seller and its representatives shall have reasonable access to all of the books and records of the Business Company transferred to Buyer hereunder to the extent that such access may reasonably be required by Seller or its affiliates in connection with matters relating to or affected by the operations of the Company or the Business on or prior to the Closing Date. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 11.6(a)10.5. If Buyer shall desire to dispose of any of such books and records prior to the expiration of such six-year period, it Buyer shall, prior to such disposition, give Seller a reasonable opportunity, at Seller’s 's expense, to segregate and remove such books and records as the other party Seller may select.

Appears in 1 contract

Samples: Stock Purchase Agreement (Quinton Cardiology Systems Inc)

Access to Records after Closing. (a) For a period of six years after the Closing Date, Seller and its representatives Representatives shall have reasonable access to all of the books and records of the Business transferred to Buyer hereunder Acquired Companies to the extent that such access may reasonably be required by Seller in connection with matters relating to or affected by the operations of the Business Acquired Companies prior to the Closing Date. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 11.6(a)7.2. If Buyer shall desire to dispose of any of such books and records prior to the expiration of such six-year period, it Buyer shall, prior to such disposition, give Seller a reasonable opportunity, at Seller’s Sellers' expense, to segregate and remove such books and records as the other party Seller may select.

Appears in 1 contract

Samples: Stock Purchase Agreement (Greif Brothers Corp)

Access to Records after Closing. (ai) For a period of six years after the Closing Date, Seller the Sellers and its their representatives shall have reasonable access to all of the books and records of the Business transferred to Buyer hereunder to the extent that such access may reasonably be required by Seller the Sellers in connection with matters relating to or affected by the operations of the Business prior to the Closing Date. Such access shall be afforded by the Buyer upon receipt of reasonable advance notice and during normal business hours. Seller The Sellers shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 11.6(a7(a)(i). If the Buyer or the Business shall desire to dispose of any of such books and records prior to the expiration of such six-year period, it the Buyer shall, prior to such disposition, give Seller each of the Sellers a reasonable opportunity, at Seller’s the Sellers' expense, to segregate and remove such books and records as the other party Sellers may select.

Appears in 1 contract

Samples: Asset Purchase Agreement (Textron Financial Corp)

Access to Records after Closing. (a) For a period of six years after the Closing Date, Seller and its representatives shall have reasonable access to all of the books and records of relating to the Business Stations transferred to Buyer hereunder to the extent that such access may reasonably be required by Seller in connection with matters relating to or affected by the operations of the Business Stations prior to the Closing Date. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 11.6(a)10.6. If Buyer shall desire to dispose of any of such books and records prior to the expiration of such six-year period, it Buyer shall, prior to such disposition, give Seller a reasonable opportunity, at Seller’s 's expense, to segregate and remove such books and records as the other party Seller may select.

Appears in 1 contract

Samples: Asset Purchase Agreement (SFX Broadcasting Inc)

Access to Records after Closing. (a) For a period of six years after the Closing Date, Seller and its representatives shall have reasonable access to all of the books and records of the Business transferred to Buyer hereunder Companies to the extent that such access may reasonably be required by Seller in connection with matters relating to or affected by the operations of the Business Companies prior to the Closing Cut-Off Date. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 11.6(a12.6(a). If Buyer or the Companies shall desire to dispose of any of such books and records prior to the expiration of such six-year period, it Buyer shall, prior to such disposition, give Seller a reasonable opportunity, at Seller’s 's expense, to segregate and remove such books and records as the other party Seller may select.

Appears in 1 contract

Samples: Stock Purchase Agreement (Belk Inc)

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Access to Records after Closing. (a) For a period of six (6) years after the Closing Date, Seller and its representatives shall have reasonable access to all of the books and records of the Business Station transferred to Buyer hereunder to the extent that such access may reasonably be required by Seller in connection with matters relating to or affected by the operations of the Business Station prior to the Closing Date. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 11.6(a)10.6. If Buyer shall desire to dispose of any of such books and records prior to the expiration of such six-year period, it Buyer shall, prior to such disposition, give Seller a reasonable opportunity, at Seller’s 's expense, to segregate and remove such books and records as the other party Seller may select.

Appears in 1 contract

Samples: Asset Purchase Agreement (Gaylord Entertainment Co)

Access to Records after Closing. (a) For a period of six eight years after the Closing Date, Seller the Sellers and its their representatives shall have reasonable access to all of the books and records of the Business transferred to Buyer hereunder Companies to the extent that such access may reasonably be required by Seller the Sellers in connection with matters relating to or affected by the operations of the Business Insurance Companies prior to the Closing Date. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Seller The Sellers shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 11.6(a13.6(a). If Buyer or the Companies shall desire to dispose of any of such books and records prior to the expiration of such sixeight-year period, it Buyer shall, prior to such disposition, give Seller the Sellers a reasonable opportunity, at Seller’s the Sellers' expense, to segregate and remove such books and records as the other party Sellers may select.

Appears in 1 contract

Samples: Purchase Agreement (Seabright Insurance Holdings Inc)

Access to Records after Closing. (a) For a period of six (6) years after the Closing Date, each Seller and its representatives shall have reasonable access to all of the books and records of the Business Sellers transferred to Buyer hereunder to the extent that such access may reasonably be required by such Seller in connection with matters relating to or affected by the operations of the Business Sellers prior to the Closing Date. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Seller Sellers shall be solely responsible for any costs or expenses incurred by it them pursuant to this Section 11.6(a)13.6. If Buyer shall desire to dispose of any of such books and records prior to the expiration of such six-year period, it Buyer shall, prior to such disposition, give Seller Sellers a reasonable opportunity, at Seller’s Sellers’ expense, to segregate and remove such books and records as the other party Sellers may select.

Appears in 1 contract

Samples: Asset Purchase Agreement (Technical Olympic Usa Inc)

Access to Records after Closing. (a) For a period of six years after the Closing Date, Seller and its representatives shall have reasonable access to all of the books and records of the Business ICAT transferred to Buyer hereunder to the extent that such access may reasonably be required by Seller in connection with matters relating to or affected by the operations of the Business ICAT prior to the Closing Date. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 11.6(a)SECTION 11.6. If Buyer shall desire to dispose of any of such books and records prior to the expiration of such six-year period, it Buyer shall, prior to such disposition, give Seller a reasonable opportunity, at Seller’s 's expense, to segregate and remove such books and records as the other party Seller may select.

Appears in 1 contract

Samples: Asset Purchase Agreement (SBS Technologies Inc)

Access to Records after Closing. (a) For a period of six years after the Closing Date, Seller and its their representatives shall have reasonable access to all of the books and records of the Business transferred to Buyer hereunder Company to the extent that such access may reasonably be required by Seller in connection with matters relating to or affected by the operations of the Business Company prior to the Closing Date. Such access shall be afforded by Buyer Purchaser upon receipt of reasonable advance notice and during normal business hours. Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 11.6(a13.6(a). If Buyer Purchaser or the Company shall desire to dispose of any of such books and records prior to the expiration of such six-year period, it Purchaser shall, prior to such disposition, give Seller a reasonable opportunity, at Seller’s 's expense, to segregate and remove such books and records as the other party Seller may select.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Infousa Inc)

Access to Records after Closing. (a) For a period of six four years after the Closing Date, Seller and its Seller’s representatives shall have reasonable access to all of the books and records of the Business Company transferred to Buyer hereunder to the extent that such access may reasonably be required by Seller in connection with matters relating to or affected by the operations of the Business Company prior to the Closing Date. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 11.6(a)10.5. If Buyer shall desire to dispose of any of such books and records prior to the expiration of such sixfour-year period, it Buyer shall, prior to such disposition, give Seller a reasonable opportunity, at Seller’s expense, to segregate and remove such books and records as the other party Seller may select.

Appears in 1 contract

Samples: Stock Purchase Agreement (Russ Berrie & Co Inc)

Access to Records after Closing. (a) For a period of six years after the Closing Date, Seller Sellers and its their representatives shall have reasonable access to all of the books and records of Sellers with respect to the Business transferred to Buyer hereunder to the extent that such access may reasonably be required by Seller Sellers in connection with matters relating to or affected by the operations of the Business prior to the Closing Date. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Seller Sellers shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 11.6(a)13.6. If Buyer shall desire to dispose of any of such books and records prior to the expiration of such six-year period, it Buyer shall, prior to such disposition, give Seller Sellers a reasonable opportunity, at Seller’s Sellers’ expense, to segregate and remove such books and records as the other party Sellers may select.

Appears in 1 contract

Samples: Asset Purchase Agreement (Generac Holdings Inc.)

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