Post-Closing Information. The Underwriter covenants that reasonably promptly after the Final Closing Date, it will supply the Company with all information required from the Underwriter which must be supplied to the Commission, if any, and such additional information as the Company may reasonably request to be supplied to the securities authorities for such states in which the Units have been qualified for sale.
Post-Closing Information. The Representative covenants that reasonably promptly after the Closing Date, it will supply the Company with all information required from the Representative which must be supplied to the Commission, if any, and such additional information as the Company may reasonably request to be supplied to the securities authorities for such states in which the Securities have been qualified for sale.
Post-Closing Information. After the Closing, upon reasonable written notice, Ashland and HoldCo shall furnish or cause to be furnished to each other and their employees and Representatives, during normal business hours, reasonable access to the personnel, properties, books, Contracts, commitments, records and other information relating to the Maleic Business (and, to the extent reasonably requested, copies of the portions relating to the Maleic Business of any such books, Contracts, commitments, records and other information, in each case to the extent they are available in written form and they relate to the period prior to the Closing Date) and assistance relating to the Maleic Business (to the extent within the control of such party), in each case for any reasonable business purpose, including in respect of litigation, insurance matters, financial reporting and accounting matters.
Post-Closing Information. After the Closing, upon reasonable written notice, Ashland and HoldCo shall furnish or cause to be furnished to each other and their employees and Representatives, during normal business hours, reasonable access to the personnel, properties, books, Contracts, commitments, records and other information relating to the VIOC Centers (and, to the extent reasonably requested, copies of the portions relating to the VIOC Centers of any such books, Contracts, commitments, records and other information, in each case to the extent they are available in written form and they relate to the period prior to the Closing Date) and assistance relating to the VIOC Centers (to the extent within the control of such party), in each case for any reasonable business purpose, including in respect of litigation, insurance matters, financial reporting and accounting matters.
Post-Closing Information. For a period of seven (7) years following the Closing, upon written request delivered to Purchaser, Purchaser shall, and Purchaser shall cause the Conveyed Entities and the Affiliates of Purchaser to afford to Sellers and their Representatives reasonable access during regular normal business hours, upon reasonable advance notice subject restrictions under applicable Law, to the properties, books and records and employees of Purchaser, the Conveyed Entities and the Affiliates of Purchaser with respect to the Business to the extent necessary to prepare or defend any judicial or administrative proceeding related to the Business or to enable Sellers and their Representatives to satisfy Sellers’ and their Affiliates’ financial reporting and Tax planning, preparation and reporting obligations.
Post-Closing Information. (a) For a period of seven (7) years following the Closing, upon reasonable prior written request delivered to Purchaser, Purchaser shall, and Purchaser shall cause the Conveyed Companies and the Subsidiaries of Purchaser with respect to the Business to, afford to Seller and its Representatives reasonable access during regular normal business hours to the properties, books and records and employees of Purchaser, the Conveyed Companies and the Subsidiaries of Purchaser with respect to the Business to the extent necessary to prepare or defend any judicial or administrative proceeding related to the Business, or to enable Seller and its Representatives to satisfy Seller’s and its Affiliates’ financial reporting obligations and, subject to Section 7.8, Tax Return preparation and filing obligations, or, subject to Section 7.5, to assist Seller and its Affiliates in connection with any Contest.
Post-Closing Information. For a period of seven years after the Closing Date, upon reasonable written notice, each of SDTS and SU on the one hand and Oncor on the other hand shall afford or cause to be afforded to the other party and its Affiliates and their respective representatives reasonable access to the personnel, properties, books, Contracts, commitments and records, in each case if and to the extent relating to the SDTS Package, the SU Package or the Oncor T Package, as applicable, for any reasonable business purpose, including in respect of the preparation of financial statements, disclosure documents and reports or filings (including Tax Returns) with any Governmental Entity, of such other party and its affiliates; provided, however that such access does not unreasonably disrupt the normal operations of such other party or any of its Affiliates. Nothing contained in this Section 12.04 shall oblige SDTS, SU or Oncor or any of their respective Affiliates to breach any duty of confidentiality owed to any person, whether such duty arises contractually, statutorily or otherwise. In addition, notwithstanding anything to the contrary contained in this Section 12.04, no party or any of its Affiliates shall be obligated to provide to any other party (x) any work papers or similar materials prepared by the independent public accountants of such party or its Affiliates, except to the extent that such accountants agree to provide access to such work papers or similar materials upon such terms and conditions as shall be determined by such accountants in their sole discretion, or (y) any documents or information that are protected by the attorney-client privilege or work product doctrines if the applicable party determines in its reasonable discretion that providing copies or access to such documents or information could give rise to a possible waiver of such privilege or doctrine.
Post-Closing Information. After the Closing, the Buyer shall make available and shall cause the Company and the Subsidiaries to make reasonably available to the Seller and its Representatives (on a confidential basis) any and all books, records, contracts and other information of the Company and the Subsidiaries existing on the Closing Date (whether in the possession of the Buyer, the Company or a Subsidiary) reasonably requested by the Seller in connection with any purposes contemplated by this Agreement, including any of the purposes set forth in Section 6.2; provided, however, that any such access shall be granted at reasonable times during normal business hours and in such a manner as not to interfere with the normal business operations of the Buyer, the Company or any Subsidiary. The Buyer will use commercially reasonable efforts to hold the books and records of the Company and the Subsidiaries that are existing on the Closing Date in the ordinary course of business and in the possession of the Company or the Subsidiaries and not destroy or dispose of any thereof for a period of three years from the Closing Date or such longer time as may be required by law. The Seller will return to the Buyer any information received by the Seller pursuant to the Services Agreement or any predecessor agreement, as well as return any and all documents relating to such information.
Post-Closing Information. (a) For a period of seven years after the Closing Date, upon reasonable written notice, each of SDTS and SU shall afford or cause to be afforded to the other party and its Affiliates and their respective Representatives reasonable access to the personnel, properties, books, Contracts, commitments and records, in each case if and to the extent relating to the STX Package or the NTX Package, as applicable, for any reasonable business purpose, including in respect of the preparation of financial statements, disclosure documents and reports or filings (including Tax Returns) with any Governmental Entity, of such other party and its Affiliates; provided, however, that such access does not unreasonably disrupt the normal operations of such other party or any of its Affiliates. Nothing contained in this Section 10.03 shall oblige SDTS or SU or any of their respective Affiliates to breach any duty of confidentiality owed to any person, whether such duty arises contractually, statutorily or otherwise. In addition, notwithstanding anything to the contrary contained in this Section 10.03, no party or any of its Affiliates shall be obligated to provide to any other party (x) any work papers or similar materials prepared by the independent public accountants of such party or its Affiliates, except to the extent that such accountants agree to provide access to such work papers or similar materials upon such terms and conditions as shall be determined by such accountants in their sole discretion, or (y) any documents or information that are protected by the attorney-client privilege or work product doctrines if the applicable party determines in its reasonable discretion that providing copies or access to such documents or information could give rise to a possible waiver of such privilege or doctrine.
Post-Closing Information. Following the Closing, upon reasonable notice to the Buyers, the applicable Buyer shall, and shall cause its Affiliates to, afford or cause to be afforded to the Company and its Subsidiaries and their employees, counsel, auditors and representatives reasonable access to the offices, personnel, properties, books, Contracts, commitments and records relating to the Company, any of the Company Subsidiaries, or the Transactions for any reasonable business purpose, including in respect of insurance matters, financial reporting, regulatory and compliance matters, Tax matters and accounting of the Company and its Subsidiaries, in each case, in a manner so as to not unreasonably interfere in any material respect with the normal business operations of the business of Luxco 1A, Luxco 1B, the Transferred Subsidiaries, the Purchased Assets and the Assumed Liabilities, or the applicable Buyer or any of its other Subsidiaries; provided, however, that the Buyers shall not be required to permit such access or make such disclosure, to the extent it determines, after consultation with outside counsel, that such disclosure or access would reasonably be likely to (i) violate the terms of any confidentiality agreement or other Contract with a third party (provided that the applicable Buyer shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure at the Company’s prior written request and provided, further, that the applicable Buyer shall not be required to pay any fee, penalty or other consideration to any such third party to obtain their consent), (ii) result in the loss of any attorney-client privilege (provided that the applicable Buyer shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) in a manner that does not result in a loss of attorney-client privilege), or (iii) violate any Law (provided that the applicable Buyer shall use its reasonable best efforts to provide such access or make such disclosure in a manner that does not violate Law). Notwithstanding anything contained in this Agreement to the contrary, no Buyer or any of its Affiliates shall be required to provide any access or make any disclosure to the Company pursuant to this Section 5.12 to the extent such access or information is reasonably pertinent to a litigation where any of the Buyers or any of their respective Affiliates, on the one hand, and the Company or any of its Affiliates, on the oth...
