Common use of Access After Closing Clause in Contracts

Access After Closing. (a) Each of Purchaser and Seller agree to retain all accounting, business, financial and tax records in its possession relating to the Assets for a period of three years from the Closing Date, provided that, after such date, each party shall make reasonable arrangements for the other party's continued access to any such records which it does not otherwise destroy under its normal document retention policies. Prior to any liquidation, Seller shall take all steps reasonably necessary to provide Purchaser with continued access to such records following such liquidation. In addition, from and after the Closing Date, Purchaser and Seller agree that, subject to receiving appropriate assurances of confidentiality and restrictions on use, each will not unreasonably withhold access by the other party and its attorneys, accountants and other representatives (after reasonable notice and at times to be mutually agreed, provided that such access does not disrupt the normal operations of the other party), to such personnel, books, records and documents relating to the Assets as the other party may reasonably deem necessary to properly prepare for, file, prove, answer, prosecute and/or defend any financial statements, tax return, filing, audit, judicial or administrative proceeding, protest, claim, suit, inquiry or other proceeding relating to the Assets. (b) The party requesting assistance hereunder shall pay to the party whose assistance is requested the reasonable costs of the party providing such assistance.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Angeion Corp/Mn), Asset Purchase Agreement (Angeion Corp/Mn)

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Access After Closing. (a) Each of Purchaser and Seller agree to retain all accountingaccounting (including, without limitation, accountants' work papers), business, financial and tax records in its their possession (i) relating to the Purchased Assets in existence on the Closing Date and either sold to Purchaser hereunder, or (ii) coming into existence after the Closing Date which relate to the Purchased Assets for pre-Closing periods, in each case for a period of three years from the Closing Date, provided that, after such date, each party shall make reasonable arrangements for the other party's continued access to any such records which it does not otherwise destroy under its normal document retention policies. Prior to any liquidation, Seller shall take all steps reasonably necessary to provide Purchaser with continued access to such records following such liquidationrecords. In addition, from and after the Closing Date, Purchaser and Seller agree that, subject to receiving appropriate assurances of confidentiality and restrictions on use, each they will not unreasonably withhold access by the other party and its attorneys, accountants and other representatives (after reasonable notice and at times to be mutually agreed, provided that such access does not disrupt the during normal operations of the other partybusiness hours), to such personnel, books, records and documents relating to the Purchased Assets as the other party may reasonably deem necessary to properly prepare for, file, prove, answer, prosecute and/or defend any financial statements, tax return, filing, audit, judicial or administrative proceeding, protest, claim, suit, inquiry or other proceeding relating to the Assetsproceeding. (b) The party requesting assistance hereunder shall pay to the party whose assistance is requested the reasonable costs of the party providing such assistance.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Smartpay Express, Inc.), Asset Purchase Agreement (Efoodsafety Com Inc)

Access After Closing. (a) Each of Purchaser and Seller each of the Sellers agree to retain all accountingaccounting (including, without limitation, accountants' work papers), business, financial and tax Tax records in its possession (i) relating to the Assets Purchased Business in existence on the Closing Date and either sold to Purchaser hereunder or retained by Sellers thereafter, as the case may be, or (ii) coming into existence after the Closing Date which relate to the Purchased Business for pre-Closing periods, in each case for a period of three years from the Closing Date, provided that, after such date, each party shall make reasonable arrangements for the other party's continued access to any such records which it does not otherwise destroy under its normal document retention policies. Prior to any liquidation, Seller shall take all steps reasonably necessary to provide Purchaser with continued access to such records following such liquidationrecords. In addition, from and after the Closing Date, Purchaser and Seller each of the Sellers agree that, subject to receiving appropriate assurances of confidentiality and restrictions on use, each they will not unreasonably withhold access by the other party and its attorneys, accountants and other representatives (after reasonable notice and at times to be mutually agreed, provided that such access does not disrupt the during normal operations of the other partybusiness hours), to such personnel, books, records and documents relating to the Assets Purchased Business as the other party may reasonably deem necessary to properly prepare for, file, prove, answer, prosecute and/or defend any financial statements, tax Tax return, filing, audit, judicial or administrative proceeding, protest, claim, suit, inquiry or other proceeding relating to the Assetsproceeding. (b) The party requesting assistance hereunder shall pay to the party whose assistance is requested the reasonable costs of the party providing such assistance.

Appears in 1 contract

Samples: Asset Purchase Agreement (Universal Broadband Communications Inc)

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Access After Closing. (a) Each of Purchaser and Seller the shareholders agree to retain all accountingaccounting (including, without limitation, accountants' work papers), business, financial and tax Tax records in its possession (i) relating to Seller's business as conducted and in existence on the Assets Closing Date and either sold to Purchaser hereunder or retained by shareholders thereafter, as the case may be, or (ii) coming into existence after the Closing Date which relate to the Seller's business for pre-Closing periods, in each case for a period of three years from the Closing Date, provided that, after such date, each party shall make reasonable arrangements for the other party's continued access to any such records which it does not otherwise destroy under its normal document retention policies. Prior to any liquidation, Seller shall take all steps reasonably necessary to provide Purchaser with continued access to such records following such liquidationrecords. In addition, from and after the Closing Date, Purchaser and the Seller agree that, subject to receiving appropriate assurances of confidentiality and restrictions on use, each they will not unreasonably withhold access by the other party and its attorneys, accountants and other representatives (after reasonable notice and at times to be mutually agreed, provided that such access does not disrupt the during normal operations of the other partybusiness hours), to such personnel, books, records and documents relating to the Assets Seller's business as the other party may reasonably deem necessary to properly prepare for, file, prove, answer, prosecute and/or defend any financial statements, tax Tax return, filing, audit, judicial or administrative proceeding, protest, claim, suit, inquiry or other proceeding relating to the Assetsproceeding. (b) The party requesting assistance hereunder shall pay to the party whose assistance is requested the reasonable costs of the party providing such assistance.

Appears in 1 contract

Samples: Stock Exchange Agreement (Universal Broadband Communications Inc)

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