After the Closing Date Sample Clauses

After the Closing Date. This agreement may be terminated after the Closing only as follows:

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: (i) any breach of the representations and warranties made by Seller in or pursuant to this Agreement or any of the Acquisition Agreements; or (ii) the failure by Seller to perform or observe any of the covenants and agreements to be performed or observed by Seller pursuant to this Agreement or any of the Acquisition Agreements; or (iii) any and all obligations of Seller, including, but not limited to, Seller's obligations to its Contractors, investors, shareholders, creditors and any other third parties, except for (A) obligations under the Assumed Contracts arising after the Closing Date, and (b) other obligations expressly assumed or required to be assumed by Buyer under this Agreement or the Acquisition Agreements; or (iv) any and all obligations to Powerhouse or its affiliates, including, but not limited to any obligations arising from or related to the Powerhouse Agreement or the termination of the Powerhouse Agreement; or (v) any and all liability with respect to the litigation indicated on Schedule 5(f) hereof.

After the Closing Date. Buyer and Saugatuck shall provide each other, and Buyer shall cause the Company to provide Saugatuck, with such cooperation and information relating to the Company as either party reasonably may request in (A) filing any Return, amended Return or claim for 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, and Buyer shall cause the Company to retain, all 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 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 5.2 shall be kept confidential, except as may be otherwise necessary in connection with filing any Return, amended Return, or claim for 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, no Seller nor Buyer, nor any of their respective 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 5.2(g). (i) Buyer shall be liable for any transfer, real property gains, documentary, sales, use, registration, stamp, value added or other similar Taxes payable by reason of the transactions contemplated by this Agreement or attributable to the sale, transfer or delivery of the Shares hereunder and shall reimburse Sellers for any such Taxes paid by Sellers within 30 days after receipt of an invoice therefor. All Returns related to such Taxes shall be filed by Buyer (unless required by law to be filed by Sellers).

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 the Buyer and the Seller shall provide each other, and the Buyer shall cause the Company to provide the Seller, with such cooperation and information relating to the Company as either party reasonably may request in (i) filing any Return, amended return or claim for refund, (ii) determining any Tax liability or a right to refund of Taxes, (iii) conducting or defending any audit or other proceeding in respect of Taxes or (iv) effectuating the terms of this Agreement. The parties shall retain, and the Buyer shall cause the Company to retain, all 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 Returns and other documents are offered and delivered to the Seller or the Buyer, as applicable, until the final determination of any Tax in respect of such years. Any information obtained under this Section 10.02 shall be kept confidential, except as may be otherwise necessary in connection with filing any Return, amended return, or claim for 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 the Seller nor the 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 10.02.

After the Closing Date. Buyer shall retain for a period consistent with Buyer's record-retention policies and practices in place as of the date hereof, those Records of Seller delivered to Buyer hereunder. Buyer also shall provide Seller and its Representatives reasonable access to such Records, during normal business hours and on at least three (3) Business Days' prior written notice, to the extent access to such records is required or useful for financial reporting purposes or Tax purposes or to the extent any such records relate to properties or activities of Seller other than the Business or RSI or to the Excluded Assets or Retained Liabilities. As soon as reasonably practicable after the date hereof, to the full extent Seller may do so under applicable Legal Requirements, Seller shall provide Buyer and its Representatives (i) reasonable access to any Records, to the extent that such Records relate to the Business or Employee Benefit Plans, and (ii) reasonable access to the Employees in order to make presentations to, and otherwise communicate with the Employees regarding, the compensation and benefits to be provided to such Employees on and after the Closing Date, in any such case during normal business hours and on at least three (3) Business Days' prior written notice, for any reasonable business purpose specified by Buyer in such notice. Seller shall retain all such Records for a period consistent with the record-retention policies and practices in place as of the date hereof. Commencing on and after the date of this Agreement, Buyer shall use its commercially reasonable best efforts to establish all employee benefit plans, programs and arrangements necessary to satisfy its obligations under this Article 10 on the Closing Date, including contacting all third-party benefit plan administrators, insurance companies and vendors as soon as practicable after the execution of this Agreement and the public announcement of the Contemplated Transactions. In addition, commencing on and after the date of this Agreement, Seller shall reasonably cooperate with Buyer and its designated representatives to effectuate the foregoing, including, without limitation, (i) allowing all access to applicable Seller employees, on a timely basis, as reasonably requested by Buyer and its designees, and (ii) providing, and directing its independent contractors (including, without limitation, third-party benefit plan administrators, insurance companies, vendors and actuaries, as applicable) to provide,...

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 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 either the Company or its predecessors 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 13.8 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 the Purchaser shall give, and shall cause its Affiliates to give, the Seller and its Affiliates its and their books, records, documents and any other materials located at the Facilities and that relate, in whole or in part, to products other than the Product (including the JEVV) (the "Other Product Information"), subject to the following conditions: (a) the Purchaser shall, and shall cause its Affiliates, to notify the Seller and its Affiliates of any Other Product Information (excluding that related to the JEVV) located at the Facilities to confirm whether the Purchaser should transfer to the Seller and its Affiliates, or to destroy, such Other Product Information; (b) the Purchaser shall maintain copies of the Other Product Information related to the JEVV at the Facilities on behalf of the Seller and its Affiliates; (c) to the extent that books, records, documents and any other materials located at the Facilities relate to both the Product and to products other than the Product (including the JEVV) and to the extent that it is reasonably practicable for information exclusively related to the Product (the "Product Information") to be physically extracted from the corresponding books, records, documents and materials or if it is reasonably practicable for a copy of the corresponding books, records, documents and materials to be transmitted to the Purchaser, redacting any information that is Other Product Information, then the Seller shall, and shall cause its Affiliates to, transmit to the Purchaser such extract or such redacted copy; (d) if it is not reasonably practicable for the Other Product Information to be transferred by the Purchaser and its Affiliates to the Seller and its Affiliates, either by extraction or by transmission of copies, then, upon request by the Seller or its Affiliates, the Purchaser shall, and shall cause its Affiliates to, give access to such Other Product Information to the Seller and its Affiliates according to the following conditions: (i) the access shall be given in the offices of the Purchaser or its Affiliates during normal business hours on a Business Day; and (ii) all information included in such books and records that is Other Product Information and that remains at the Facilities shall constitute Confidential Information and shall be subject to the provisions of Section 12.1.