Following the Closing. Buyer shall, from time to time, execute and deliver such additional instruments, documents, conveyances or assurances and take such other actions as shall be necessary, or otherwise reasonably requested by Seller, to confirm and assure the rights and obligations provided for in this Agreement and render effective the consummation of the transactions contemplated hereby.
Following the Closing. Seller shall permit Buyer and its representatives (including, without limitation, their counsel and auditors), during normal business hours, to have reasonable access to, and examine and make copies of, all books and records of Seller and its Affiliates relating to the Hospital, which books and records, are retained by Seller and which relate to transactions or events contemplated by this Agreement occurring prior to the Closing, to the maximum extent permitted by law. For a period of three (3) years after the Closing, Seller agrees that, prior to the destruction or disposition of any such books or records, Seller shall provide not less than forty-five (45) days', nor more than ninety (90) days' prior written notice to Buyer of such proposed destruction or disposal. If Buyer desires to obtain any such documents, it may do so by notifying Seller in writing at any time prior to the date scheduled for such destruction or disposal. In such event, Seller shall not destroy such documents and the parties shall then promptly arrange for the delivery of such documents to Buyer, its successors or assigns. All out-of-pocket costs associated with the delivery of the requested documents shall be paid by Buyer.
Following the Closing. Sellers and its Affiliates shall maintain the confidentiality of all nonpublic information concerning the Company and its Subsidiaries; provided that Sellers and its Affiliates shall be entitled to use and/or disclose relevant portions of such information for tax, accounting and financial reporting purposes and in connection with the enforcement of their rights under this Agreement. * * * * * *
Following the Closing. Seller shall furnish to Buyer such instruments and other documents as Buyer may reasonably request for the purpose of carrying out or evidencing the transactions contemplated hereby.
Following the Closing. Buyer agrees to cause each Company and each Subsidiary of each Company to honor and perform the obligations of such Company and such Subsidiary under each Benefit Plan in accordance with the terms of any such Benefit Plan and in accordance with the obligations imposed under the Sithe/GPU Agreements and the Collective Bargaining Agreements; provided, however, that Buyer, any Company and any Subsidiary of any Company may make any lawful changes to any such Benefit Plan, or terminate any Benefit Plan, to the extent permitted under the terms of such Benefit Plan, the Sithe/GPU Agreements, the Collective Bargaining Agreements and applicable law. Effective as of the Closing, Buyer shall assume in place of Sithe all the obligations of Sithe under the Sithe/GPU Agreements that pertain to the Benefit Plans and shall cause Sithe to be released from all such obligations. In the event 88 96 that any employees of a Company or Subsidiary of a Company are covered under a Benefit Plan sponsored by Sithe that is required to be maintained on behalf of such employees pursuant to the Sithe/GPU Agreements or a Collective Bargaining Agreement, Buyer shall, or shall cause the Company or the Subsidiary of any Company that employs such employees either to assume the sponsorship of such Benefit Plan, accept a spin-off of the portion of such Benefit Plan covering such employees, adopt a new Employee Benefit Plan or amend an existing Employee Benefit Plan to provide the required benefits, as Buyer may determine, provided that Buyer shall notify Sithe of the manner in which it will meet the obligation described in this sentence at least thirty (30) days before the Closing and cause Sithe to be released from its obligations under the Sithe/GPU Agreements effective upon the Closing. Nothing in this Agreement shall preclude a subsequent agreement by Buyer to assume the obligation to provide benefits under any Employee Benefit Plan to any group of employees under one or more of the Collective Bargaining Agreements with respect to service earned with a Company or a Subsidiary of any Company for the period commencing November 24, 1999 and ending on the Closing Date, subject to reimbursement of Buyer by Sithe for the cost of any such benefits, calculated as Buyer and Sithe may agree, and subject to the agreement of the Union that represents the affected employees.
Following the Closing. Buyer, at Buyer’s expense, may engage an auditing firm to conduct an audit of the revenues and expenses of Seller attributable to the Assets for the period from one year prior to the Effective Time through the Closing Date. Seller agrees that it will cooperate and assist such auditors including, without limitation, making available (at Buyer’s sole cost and expense) books, records, and personnel reasonably requested by such auditing firm.
Following the Closing. Buyer shall provide Seller and its Representatives access to the records, properties, personnel and (subject to the execution of customary work paper access letters if requested) auditors of the Company Group relating to the preparation of the Final Closing Statement and shall cause the personnel of the Company Group to cooperate with Seller in connection with its review of the Final Closing Statement.
Following the Closing. Buyer shall permit Seller's representatives (including, without limitation, their counsel and auditors), during normal business hours, to have reasonable access to, and examine and make copies of, all books and records of the Business which relate to transactions or events occurring prior to the Closing. All out-of-pocket costs associated with the delivery of the requested documents shall be paid by Seller.
Following the Closing the Buyer shall provide Seller reasonable access to the books and records of the Company related to periods prior to Closing and post-Closing for purposes of Sellers income tax returns and for such other purposes as may be reasonably requested by such Seller.
Following the Closing. Buyer shall provide Seller and its Representatives reasonable access during ordinary business hours to the books, records, properties and personnel of the Business and (subject to the execution of customary work paper access letters if requested) auditors and such other information as Seller may reasonably request, in order to review and analyze (or, if applicable prepare) the Final Closing Statement and the calculations set forth thereon.
