Pre-Closing Information definition
Examples of Pre-Closing Information in a sentence
In addition, Buyer shall permit each of Parent and Seller and its accountants, counsel, consultants, employees and agents, reasonable access to such personnel during normal business hours, with reasonable prior notice and in a manner not unduly interfering with Buyer's business, as may be necessary to each of Parent and Seller in its review of the Pre-Closing Information in connection with any of the aforementioned purposes.
If such copies are incomplete, Purchaser will, upon Seller's request, provide Seller with additional copies of the Pre-Closing Information.
If Seller Representative so requests in writing within sixty (60) days of the date of the Buyer’s written notice, the Buyer shall deliver copies of such Pre-Closing Information to Seller Representative.
The Seller Representative will cause each such Pre-Closing Information Return to be filed timely with the appropriate Governmental Authority, shall pay all Income Taxes owed with respect to such Pre-Closing Information Return, and will provide a copy to Buyer.
Seller may retain copies of all books, records, data and personnel concerning the operation and conduct of the Business with respect to periods prior to and including the Closing Date (the "Pre-Closing Information").
Buyer will prepare or cause to be prepared each Tax Return of the Company for (A) a Pre-Closing Tax Period (other than a Pre-Closing Information Return) due after the Closing Date or (B) a Straddle Period (each, a “Post-Closing Tax Return”).
If the Buyer so delivers the Pre-Closing Information or if Seller Representative fails to make a written request for such delivery within the 60-day period therefor, the Buyer shall have no further obligation with respect to such Pre-Closing Information under this Section 6.9. All Pre-Closing Information provided to the Sellers pursuant to the first sentence of this paragraph shall be treated as confidential by the Sellers except as expressly permitted by the Buyer.
It is agreed that indemnification pursuant to this Section 3 shall not be available to any party to the extent that any claim, loss, damage, cost, expense, liability or action of or against such party arises out of or is based on any untrue statement or omission based upon Pre-Closing Information.
It is agreed that such information shall be, and Pre-Closing Information shall not be, “written information furnished to Parent specifically for use in such registration statement” within the meaning of Sections 3(a) and 3(b).
Except as otherwise required by Applicable Law or agreed to in writing by the parties, MCK shall (and shall cause its subsidiaries to) use reasonable efforts to preserve all material Pre-Closing Information in its possession until December 31, 2005.