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 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. 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. 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 the Buyer shall not cause or permit any Company to file a Tax Return with respect to a taxable period that ended on or prior to the Closing (or amend a Tax Return filed pursuant to clause (ii) above after the Closing but included the Closing Date) without the Seller's prior consent, which consent shall not unreasonably be withheld, delayed or conditioned.
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 the Members shall keep confidential all information concerning the business, operations, properties, assets and financial affairs of Treyarch and may disclose such information only upon receipt of prior written consent from Activision, as required by law, or if such disclosure is required (a) in connection with the Members' filing of any state or federal income tax returns, or (b) by order of any judicial or administrative authority; provided, however, the Members shall not be required to keep confidential information that (x) is or becomes generally available to the public other than as a result of disclosure by the Members, (y) is or becomes available to the Members on a nonconfidential basis from a source other than Activision or (z) the Members or any of their affiliates is required to disclose pursuant to applicable law, rule, regulation or subpoena.
Following the Closing the Shareholders shall keep confidential and not disclose to any Person (other than their attorneys, accountants and advisers) or use (except in connection with transactions contemplated by this Agreement, the preparation of tax returns and proceedings relating to Taxes) any non-public information relating to the businesses or operations of the Company, any Subsidiary or the Purchaser. This Section 10.16 shall not be violated by disclosure of information that, (a) at the time of disclosure is publicly available or becomes publicly available through no act of omission of a Person having a confidentiality obligation under this Section 10.16, (b) is disclosed to such Person by a third party that did not acquire the information under an obligation of confidentiality, (c) is independently acquired by such Person as a result of work carried out by such Person to whom no disclosure of such information has been made, (d) is disclosed as reasonably required in connection with a proceeding to enforce or defend a party's rights, or defend against a party's alleged liabilities, under this Agreement, or (e) is disclosed as required by court order or as otherwise required to comply with the provisions of any law. At all times should the Closing not occur, the Purchaser shall keep confidential and not disclose to any Person (other than the Purchaser Representatives) or use (except in connection with the transactions contemplated by this Agreement) any non-public information obtained by the Purchaser from the Shareholders, the Company or any Subsidiary in connection with the transactions contemplated by this Agreement. At all times should the Closing not occur, the Company, the Subsidiaries, and the Shareholders shall keep confidential and not disclose to any Person (other than directors, officers, employees, lenders, attorneys, accountants and advisers) or use (except in connection with the transactions contemplated by this Agreement) any non-public information obtained by the Company, any Subsidiary or the Shareholders from the Purchaser in connection with the transactions contemplated in this Agreement
