Common use of Access to Records After the Closing Clause in Contracts

Access to Records After the Closing. Except as may be reasonably appropriate to ensure compliance with respect to any applicable Legal Requirements (including, without limitation, any applicable antitrust regulations), and subject to any confidentiality obligations or applicable privileges (including, without limitation, the attorney-client privilege), for a period of three years after the Closing Date, the Seller and its Representatives, on the one hand, and the Buyer and its Representatives, on the other hand, shall have reasonable access, during normal business hours and at the expense of the party seeking access, to any reasonably available business records to the extent that such access may be reasonably required, in the case of the Seller in connection with matters relating to the operation of the Acquired Business prior to the Closing Date, and, in the case of the Buyer, in connection with the Acquired Assets and Assumed Obligations subsequent to the Closing Date; provided, however, that the requesting party shall only be entitled to such Records upon the execution of a customary confidentiality agreement.

Appears in 2 contracts

Samples: Existing Samples Purchase Agreement (Cord Blood America, Inc.), Asset Purchase Agreement (Cord Blood America, Inc.)

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Access to Records After the Closing. Except as may be reasonably appropriate to ensure compliance with respect to any applicable Legal Requirements (including, without limitation, any applicable antitrust regulations), and subject to any confidentiality obligations or applicable privileges (including, without limitation, the attorney-client privilege), for a period of three two years after the Closing Date, the Seller and its Representatives, on the one hand, and the Buyer Purchaser and its Representatives, on the other hand, shall have reasonable access, during normal business hours and at the expense of the party seeking access, to any reasonably available business records to the extent that such access may be reasonably required, in the case of the Seller in connection with matters relating to the operation of the Acquired Business prior to the Closing Date, and, in the case of the BuyerPurchaser, in connection with the Acquired Assets and Assumed Obligations Liabilities subsequent to the Closing Date; provided, however, that the requesting party shall only be entitled to such Records upon the execution of a customary confidentiality agreement.

Appears in 2 contracts

Samples: Assignment and Assumption Agreement (Cord Blood America, Inc.), Asset Purchase Agreement (Cord Blood America, Inc.)

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Access to Records After the Closing. Except as may be reasonably appropriate to ensure compliance with respect to any applicable Legal Requirements (including, without limitation, any applicable antitrust regulations), and subject to any confidentiality obligations or applicable privileges (including, without limitation, the attorney-client privilege), for a period of three two years after the Closing Date, the Seller and its Representatives, on the one hand, and the Buyer Purchaser and its Representatives, on the other hand, shall have reasonable access, during normal business hours and at the expense of the party seeking access, to any reasonably available business records to the extent that such access may be reasonably required, in the case of the Seller in connection with matters relating to the operation of the Acquired Business prior to the Closing Date, and, in the case of the BuyerPurchaser, in connection with the Acquired Assets and Assumed Obligations Liabilities subsequent to the Closing Date; provided, however, that the requesting party shall only be entitled to such Records records upon the execution of a customary confidentiality agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pc Tel Inc)

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