After the Closing Date Sample Clauses

After the Closing Date. Buyer and Sellers shall provide each other with such cooperation and information relating to each other as either party reasonably may request in (A) filing any Tax Return, amended Tax Return or claim for Tax refund, (B) determining any Tax liability or a right to refund of Taxes, (C) conducting or defending any audit or other proceeding in respect of Taxes or (D) effectuating the terms of this Agreement. The parties shall retain all Tax Returns, schedules and work papers, and all material records and other documents relating thereto, until the expiration of the statute of limitation (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such returns and other documents relate and, unless such Tax returns and other documents are offered and delivered to Sellers or Buyer, as applicable, until the final determination of any Tax in respect of such years. Any information obtained under this Section 7.7(c) shall be kept confidential, except as may be otherwise necessary in connection with filing any Tax Return, amended Tax Return, or claim for Tax refund, determining any Tax liability or right to refund of Taxes, or in conducting or defending any audit or other proceeding in respect of Taxes. Notwithstanding the foregoing, neither Seller nor Buyer, nor any of their Affiliates, shall be required unreasonably to prepare any document, or determine any information not then in its possession, in response to a request under this Section 7.7(c).
After the Closing Date. Buyer shall accept payment of all accounts receivable in the normal course of conducting the Business. Upon payment of any amounts from Delinquent Members, Buyer shall credit such payment first to the amounts owed by such Delinquent Member indicated on the Seller Receivable List, and then for Buyer's account.
After the Closing Date. Buyer and Seller, shall cooperate in the preparation of all Tax Returns (including any statements, reports or returns required as a result of the elections made under Section 338 of the Code) and responses to Tax audits and shall preserve and provide, or cause to be provided, to the requesting party any records or other information requested by such party in connection therewith as well as access to, and the cooperation with, the auditors of Buyer and Seller. Each of Seller and Buyer shall provide notice within 25 days in writing to the other of any pending Tax audits, assessments or proceedings that it becomes aware of related to Taxes of the Company for which it is indemnified by the other party hereunder. The Company shall retain the originals of all Tax records, including asset records, presently existing with respect to the Company, and Buyer shall make such records available to Seller and its representatives upon reasonable request by Seller. Seller shall retain copies of all records pertaining to the Company for Pre-Closing Date Periods which Seller deems necessary or desirable to have for use in connection with Tax matters. The originals of all records of the Company shall not be destroyed without Buyer first giving Seller 60 days prior written notice of the intention to destroy any such original records. In addition, at Buyer's option Seller shall use its reasonable efforts to cause any partnership or Tax partnership in which the Company is a partner to make an election under Section 754 of the Code to adjust the basis of the assets of such partnership.
After the Closing Date. Seller and Seller's Principals shall jointly and severally indemnify, defend and hold Buyer and its parent, directors, officers, trustees, employees, agents and affiliates (the "BUYER'S INDEMNITIES") harmless from and against any and all loss, damage, claim, obligation, assessment, cost, liability, and expense (including, without limitation, reasonable attorneys' fees and costs and expenses incurred in investigating, preparing, defending against or prosecuting any litigation or claim, action, suit, proceeding or demand), of any kind or character (a "LOSS"), incurred, suffered, sustained or required to be paid by any one of them to the extent resulting from:
After the Closing Date. Seller and Buyer shall make available to the other, free of charge, cost or expense and as reasonably requested, all information, records or documents reasonably relevant to Tax liabilities or potential Tax liabilities of the Acquired Companies or predecessor thereof for all periods prior to or including the Closing Date (or any matter, transaction or event occurring on or before the Closing Date that may affect such a Tax liability) and each such Person shall preserve all such available information, records and documents until the expiration of any applicable statute of limitations or extensions thereof. Each such Person shall provide, free of charge, cost or expense, the other(s) and the pertinent Tax Authority with all available information and documentation reasonably necessary to comply with all Tax audit information requests or inquiries made of any such periods relevant to such Tax liabilities or potential Tax liabilities (or any matter, transaction or event occurring on or before the Closing Date that reasonably may affect such a Tax liability). Any information obtained pursuant to this Section 13.7 shall be held in strict confidence and shall be used solely in connection with the reason for which it was requested.
After the Closing Date. Seller Parent shall promptly and shall cause its Affiliates promptly to, and Buyer shall promptly and shall cause Recap Co and the Recap Subsidiaries promptly to, take such additional actions and execute any such additional documents and instruments as may be reasonably necessary (i) to effectuate the transactions contemplated by this Agreement, including to fully vest good and valid title to all of the CRL Business Assets in Recap Subco and the Recap Subsidiaries, as applicable, and to fully vest good and valid title in the Excluded Assets in Seller Parent or its Affiliates free and clear of all liens, claims or other encumbrances except Permitted Encumbrances, and (ii) to cause Seller Parent or its Affiliates to retain or assume any Excluded Liabilities not retained or assumed by Seller Parent or an Affiliate prior to or on the Closing Date, or to cause Recap Subco or any Recap Subsidiary to assume any Assumed Liability not assumed by it prior to or on the Closing Date. Prior to and after the Closing Date, Seller Parent agrees to assist Buyer in any reasonable manner requested, and without unreasonable delay, in the preparation of financial statements of the CRL Business, including the interim unaudited financial statements at and for the three months ended March 27, 1999 and at and for nine months ended September 25, 1999, including so that such financial statements can be presented in conformity with the accounting rules of Regulation S-X under the Securities Act of 1933, as amended; provided however, that Buyer shall bear any out-of-pocket costs and expenses incurred by Seller Parent or any of its Affiliates in connection with providing such assistance.
After the Closing Date. Seller and PDK shall, and shall cause each of their Affiliates to, (i) continue to maintain the confidentiality of all information, documents and materials relating to the Business or relating to Buyer, Nutraceutical International Corporation or any of its Subsidiaries which has been disclosed to any of them (including, without limitation, the terms of this Agreement and the other agreements contemplated hereby), except to the extent disclosure of any such information is required by law or the rule or regulation of any securities exchange, is made in connection with any investigation or inquiry by the FDA, the FTC or Other Authorities, or authorized by Buyer or reasonably occurs in connection with disputes over the terms of this Agreement and (ii) except with respect to this Agreement and the other agreements contemplated hereby, Seller, PDK and their Affiliates shall immediately return all such information, documents and materials to Buyer. After the Closing, Buyer shall, and shall cause each of its Affiliate to, (i) continue to maintain the confidentiality of all information, documents and materials relating to Seller (other than to the extent relating to the Business) or PDK which has been disclosed to any of them, except to the extent disclosure of any such information is required by law or the rule or regulation of any securities exchange, is made in connection with any investigation or inquiry by the FDA, the FTC or Other Authorities, or authorized by Seller or reasonably occurs in connection with disputes over the terms of this Agreement and (ii) except with respect to this Agreement and the other agreements contemplated hereby, immediately return all such information, documents and materials to Seller. In the event that any party reasonably believes after consultation with counsel that it is required by law to disclose any confidential information described in this Section 8.14 the disclosing party will (a) provide the other party with prompt notice before such disclosure in order that any party may attempt to obtain a protective order or other assurance that confidential treatment will be accorded such confidential information and (b) cooperate with the other party in attempting to obtain such order or assurance. The preceding sentence shall not apply to any disclosures made by Buyer to the FDA, the FTC or Other Authorities in response to or in connection with any investigation or inquiry to the extent that Buyer reasonably determines that notifyi...
After the Closing Date. Buyer shall not be considered in breach of or default in any obligation of this Agreement and all applicable dates required for satisfaction of such obligations shall automatically be extended for any period of Force Majeure. “Force Majeure” for purposes of this Section 12.9(e)(ii) means a matter outside of Buyer’s reasonable control, that has occurred through no fault of Buyer, and may include: strikes; lockouts; labor disputes; acts of God; inability to obtain services, labor, or materials; government moratoria; civil commotions; riots; acts of criminals; fire or other casualty. Notwithstanding the foregoing, the following shall be excluded from Force Majeure: (1) any third-party agreement or approval with or by Buyer’s contractors, agents, consultants, members, employees, officers, or any of the foregoing; and (2) Buyer’s inability to obtain financing, increases in construction costs, or any changes in market conditions. In the event of the occurrence of a Force Majeure event, the time or times for performance will be extended for the period of the delay, provided that (i) within thirty (30) days after the beginning of any such delay, Buyer shall have first notified the TJPA in writing of the cause or causes of such delay and claimed an extension right for Force Majeure, and (ii) Buyer cannot, through commercially reasonable efforts, make up for the delay within the time period remaining prior to the applicable milestone date.
After the Closing Date. Buyer shall timely notify Sellers and the Principals regarding the commencement of any notice of Tax deficiency, proposed Tax adjustment, Tax assessment, Tax audit, Tax examination or other administrative or court proceeding, suit, dispute or other claim with respect to Taxes with respect to the Taxes of the Company that, if determined adversely to the taxpayer or after the lapse of time would be grounds for a claim for indemnity pursuant to Section 8.01(a) hereof (a “Tax Claim”); provided, however, that a failure by Buyer to provide a timely notice of a Tax Claim shall not entitle the Sellers and the Principals to reduce the amount required to be paid pursuant to Section 8.01 unless such failure results in a material detriment to such party with respect to such claim for indemnity, in which case the amount the such party is required to pay with respect to such liability shall only be reduced by the amount of such detriment.