Post-Closing Access and Information Sample Clauses

Post-Closing Access and Information. (a) From time to time after the Closing Date, the Purchaser will (and will cause each of its Affiliates and its Affiliates' respective accountants, counsel, consultants, employees and agents to) give the Seller and its accountants, counsel, consultants, employees and agents, reasonable access, during normal business hours and upon reasonable notice, to all employees, documents, records, work papers and information with respect to the Seller's and the Purchased Subsidiaries' properties, assets, books, contracts, commitments, reports and records relating to the Seller and/or the Purchased Assets for a reasonable business purpose (including, for example, the preparation of the Seller's tax returns), as the Seller may from time to time reasonably request. In addition, the Purchaser shall permit the Seller to make copies at its own expense of any of the above mentioned documents, records and information.
Sample 1
AutoNDA by SimpleDocs
Post-Closing Access and Information. (a) After the Closing Date, the Buyer will (and will cause each of its Affiliates and its Affiliates' respective accountants, counsel, consultants, employees and agents to) give the Seller's accountants and consultants, reasonable access, during normal business hours and upon reasonable notice, to all employees, documents, records, work papers and information with respect to all of such Person's properties, assets, books, contracts, commitments, reports and records relating to PBH's Opaque Lens Business, as the Seller shall from time to time reasonably request (to the extent necessary to comply with any request of any competent governmental authority or to verify compliance pursuant to this Agreement of any of the agreements contemplated hereby). In addition, the Buyer shall permit the Seller to make copies at its own expense of any of the above-mentioned documents, records and information. In addition, the Buyer will permit the Seller and its accountants, counsel, consultants, employees and agents, reasonable access to such personnel of the Buyer during normal business hours and upon reasonable notice as may be necessary or useful to the Seller in its review of the properties, assets and business affairs of PBH's Opaque Lens Business and the above-mentioned documents, records and information.
Sample 1
Post-Closing Access and Information. (a) After the Closing, the Purchaser will (and will cause its accountants, counsel, consultants, employees and agents to) give the Seller, and its accountants, counsel, consultants, employees and agents, full access, during normal business hours and upon reasonable notice, to all employees, documents, records, work papers and information with respect to all of such Person's properties, assets, books, contracts, commitments, reports and records relating specifically to the Business or the Purchased Assets, as the Seller may from time to time reasonably request in order to prepare the Seller's income and other tax returns. In addition, the Purchaser shall permit the Seller to make copies at its own expense of any of the above-mentioned documents, records and information for such purposes.
Sample 1
Post-Closing Access and Information. Seller acknowledges and agrees that from and after the Closing Date, Purchaser will be entitled to possession of all documents, books, records, agreements, and financial data of any sort relating solely to the Assets, which shall be maintained at the principal executive office of Purchaser; provided, however, that Seller, at its sole cost and expense and upon reasonable notice to Purchaser, shall be entitled to reasonable access to, and to make copies of, such books and records as necessary for auditing, Tax or litigation purposes, or in connection with any bankruptcy or similar proceedings, or to the extent they relate to assets retained by Seller, and Purchaser shall maintain such books, records and material financial data for a period of at least three (3) years. Furthermore, Purchaser agrees that it shall give the Seller the option of taking possession of any or all of such materials, at the end of such three-year period, to the extent that Purchaser has decided to destroy or throw away such materials. Purchaser also agrees to make its accounting and record-keeping personnel available to the Seller at reasonable times during normal business hours, in exchange for reimbursement of the reasonable costs associated with such employee's time, to the extent reasonably requested by Seller in connection with its access to and use of such materials.
Sample 1
Post-Closing Access and Information. 5.6.1 After the Closing Date and through the sixth anniversary of the Closing Date, Buyer shall, and shall cause its Affiliates to, on the one hand, and Seller shall, and shall cause its Affiliates to, on the other hand, grant to the other such access to financial records and other information in their possession related to their conduct of the Product Business, in each case with respect to periods or occurrences prior to the Closing Date, and such cooperation and assistance, in each case, as shall be reasonably required to enable the other to comply with their legal, regulatory, stock exchange and financial reporting requirements and for any other reasonable business purpose, including in respect of Litigation and insurance matters (other than in connection with any Litigation between or among the Parties or their respective Affiliates arising out of the Transactions, with respect to which applicable rules of discovery shall apply), in each case during normal business hours upon reasonable notice, and in a manner that does not unreasonably interfere with the ordinary course operation of the Product Business, consistent with applicable Law and in accordance with the reasonable safety and security requirements communicated by the Party granting access to the Party requesting access. Buyer, on the one hand, and Seller, on the other hand, shall promptly reimburse the other for such other’s reasonable out-of-pocket expenses associated with requests made by such first Party under this Section 5.6.1, but no other charges shall be payable by the requesting Party to the other Party in connection with such requests.
Sample 1
Post-Closing Access and Information. After the Closing Date, the Seller will (and will cause its accountants, counsel, consultants, employees and agents to) at the Purchaser's expense, provide, the Purchaser, and its accountants, counsel, consultants, employees and agents, with copies of documents, records, work papers and information with respect to all of such Person's properties, assets, books, contracts, commitments, reports and records relating to the Analyst Business which are reasonably necessary or required for the operation, use, or ownership of the Analyst Business as the Purchaser may from time to time reasonably request. To the extent the Purchaser or its agents or representatives obtains confidential information relating to any business of the Seller or its Affiliates other than the Analyst Business, that information shall be subject to paragraph 6.2.3 and 6.2.5.
Sample 1
Post-Closing Access and Information. (a) After the Closing Date, the Purchaser will (and will cause its accountants, counsel, consultants, employees and agents to) give the Seller, and its accountants, counsel, consultants, employees and agents, full access, during normal business hours and upon reasonable notice, to all employees, documents, records, work papers and information with respect to all of such Person's properties, assets, books, contracts, commitments, reports and records relating to the Analyst Business or the Purchased Assets, as the Seller may from time to time reasonably request. In addition, the Purchaser shall permit the Seller to make copies at its own expense of any of the above-mentioned documents, records and information.
Sample 1
AutoNDA by SimpleDocs
Post-Closing Access and Information. (i) After the Closing Date, the Purchaser will (and will cause each of its Affiliates and its Affiliates' respective accountants, counsel, consultants, employees and agents to) give the Seller, and its accountants, counsel, consultants, employees and agents, reasonable access, during normal business hours and upon reasonable notice, to all employees, documents, records, work papers and information with respect to all of the Company's properties, assets, books, contracts, commitments, reports and records relating to the business of the Company prior to Closing, including, without limitation, with respect to the lawsuits identified in Section 11.2(a) hereof for which the Seller is retaining responsibility and liability, as the Seller may from time to time reasonably request. In addition, the Purchaser shall permit the Seller to make copies at its own expense of any of the above-mentioned documents, records and information.
Sample 1

Related to Post-Closing Access and Information

  • Access and Information (a) From the date hereof until the Closing (and, with respect to any Disputed MCE System, until the expiration of the MCE Period), subject to applicable Laws, Seller shall (i) afford Buyer and its authorized representatives reasonable access, during regular business hours, upon reasonable advance notice, to the Employees, each Specified Business, the Friendco Business, Assets that will be Transferred Assets as of the Closing and the Friendco Transferred Assets, (ii) furnish, or cause to be furnished, to Buyer any financial and operating data and other information with respect to each Specified Business or in furtherance of the Transaction or the Exchange as Buyer from time to time reasonably requests, including, subject to Section 5.11, by providing to Buyer or its accountants sufficient information (A) for the preparation of the pro-forma balance sheet and statements of income, stockholders’ equity and cash flows for the Parent Business (in each case, if requested, assuming the Friendco Transaction and/or the Exchange have occurred) and (B) regarding compliance by Seller and its Affiliates with the requirements of the SOA with respect to the Business, and (iii) instruct the Employees, and its counsel and financial advisors to cooperate with Buyer in its investigation of each Specified Business and the Friendco Business, including instructing its accountants to give Buyer access to their work papers; provided, however, that in no event shall Buyer have access to any information that, based on advice of Seller’s counsel, would (A) reasonably be expected to create Liability under applicable Laws, including U.S. Antitrust Laws, or waive any material legal privilege (provided, that in such latter event Buyer and Seller shall use commercially reasonable efforts to cooperate to permit disclosure of such information in a manner consistent with the preservation of such legal privilege), (B) result in the disclosure of any trade secrets of third parties or (C) violate any obligation of Seller with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by Buyer, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; it being understood that Buyer shall not conduct any environmental sampling without the prior written consent of Seller, which consent may be withheld in Seller’s reasonable discretion. All requests made pursuant to this Section 5.1(a) shall be directed to an executive officer of Seller or such Person or Persons as may be designated by Seller. All information received pursuant to this Section 5.1(a) shall, prior to the Closing, be governed by the terms of the Seller Confidentiality Agreement. No information or knowledge obtained in any investigation by Buyer pursuant to this Section 5.1(a) shall affect or be deemed to modify any representation or warranty made by Seller hereunder.

  • Post-Closing Access to Information After the Closing, each Party shall afford the other Party and its counsel, accountants and other representatives, during normal business hours and upon reasonable advance notice, reasonable access to the books, records and other information in such Party’s possession relating directly or indirectly to the assets, liabilities or operations of Performance Packaging with respect to periods prior to the Closing, and the right to make copies and extracts therefrom at its expense, to the extent such access is reasonably required by the requesting Party for any proper business purpose. Without limitation, after the Closing, each Party shall make available to the other Party and its counsel, accountants and other representatives, as reasonably requested, and to any Tax authority that is legally permitted to receive the following pursuant to its subpoena power or its equivalent, all books, records and other information relating to Tax liabilities or potential Tax liabilities for all periods prior to or including the Closing Date and shall preserve all such books, records and other information until the expiration of any applicable statute of limitations for assessment or refund of Taxes or extensions thereof. Subject to the previous sentence, for a period of six years after the Closing Date, neither Party shall, or permit its Affiliates to, destroy or otherwise dispose of any of the books, records or other information described in this Section 5.3 without first offering in writing to surrender such books, records and other information to the other Party, which other Party shall have ten days after such offer to agree in writing to take possession thereof. Notwithstanding the provisions of this Section 5.3, while the existence of an adversarial proceeding between the Parties will not abrogate or suspend the provisions of this Section 5.3, as to such records or other information directly pertinent to such dispute, the Parties may not utilize this Section 5.3 but rather, absent agreement, must utilize the rules of discovery.

  • Documentation and Information Such Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, the Merger or any other transactions contemplated by the Business Combination Agreement or this Agreement, such Stockholder’s identity, the aggregate number of Subject Shares owned by Stockholders subject to this Agreement, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Stockholder agrees to promptly give Parent any information necessary for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes with respect to information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

  • Access to Premises and Information At reasonable times prior to the Closing Date, the Seller will provide the Purchaser and its representatives with reasonable access during business hours to the assets, titles, contracts and records of the Seller and furnish such additional information concerning the Seller's business as the Purchaser from time to time may reasonably request.

  • Third-Party Agreements and Information Executive represents and warrants that Executive’s employment by the Company does not conflict with any prior employment or consulting agreement or other agreement with any third party, and that Executive will perform Executive’s duties to the Company without violating any such agreement. Executive represents and warrants that Executive does not possess confidential information arising out of prior employment, consulting, or other third party relationships, that would be used in connection with Executive’s employment by the Company, except as expressly authorized by that third party. During Executive’s employment by the Company, Executive will use in the performance of Executive’s duties only information which is generally known and used by persons with training and experience comparable to Executive’s own, common knowledge in the industry, otherwise legally in the public domain, or obtained or developed by the Company or by Executive in the course of Executive’s work for the Company.

  • INVESTMENTS AND INFORMATION (a) The Trustee shall from time to time during the term of this Agreement invest all amounts on deposit in the Credit Enhancement Account as the Master Servicer shall direct, which investments shall at all times be made in compliance with the terms of the Pooling and Servicing Agreement and the Series Supplement.

  • Additional Reports and Information The Borrowers shall furnish to the Lender promptly, such additional information, reports or statements as the Lender may from time to time reasonably request.

  • Records and Information The LLC shall keep at its principal office the following records, and such other records (if any) as may be required under applicable state law:

  • Documents and Information After the Closing Date, the Purchaser and the Company shall, and shall cause their respective Subsidiaries to, until the seventh (7th) anniversary of the Closing Date, retain all books, records and other documents pertaining to the business of the Target Companies in existence on the Closing Date and make the same available for inspection and copying by the Purchaser Representative during normal business hours of the Company and its Subsidiaries, as applicable, upon reasonable request and upon reasonable notice. No such books, records or documents shall be destroyed after the seventh (7th) anniversary of the Closing Date by the Purchaser or its Subsidiaries (including any Target Company) without first advising the Purchaser Representative in writing and giving the Purchaser Representative a reasonable opportunity to obtain possession thereof.

  • Access to Certain Documentation and Information Regarding Receivables The Servicer shall provide to representatives of the Trustee, the Owner Trustee and the Trust Collateral Agent reasonable access to the documentation regarding the Receivables. In each case, such access shall be afforded without charge but only upon reasonable request and during normal business hours. Nothing in this Section shall affect the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this Section.

Time is Money Join Law Insider Premium to draft better contracts faster.