Access After the Closing Sample Clauses

Access After the Closing. Seller shall afford Buyer reasonable access to the Excluded Assets and Excluded Records (including related computers and computer records) or core corporate records retained by Seller if necessary to operate the Business and Buyer shall afford Seller reasonable access to records acquired hereunder and to the Transferred Employees to the extent necessary for Seller to operate its business, to prepare its tax returns and to prepare the Closing Date Statement. After the Closing Buyer shall afford Seller reasonable access to any records acquired hereunder for legitimate business purposes.
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Access After the Closing. Parent shall cause the Surviving Corporation or any of its respective Affiliates or for any other purpose, for the five-year period commencing on the Closing Date, the Company (or its successor) will provide the Stakeholder Representative and its authorized representatives access (including the right to make photocopies) to all books and records of the Company and its Subsidiaries (or their successors) and other written information with respect to the Company and its Subsidiaries (or their successors) as the Stakeholder Representative or ICG Group and its Subsidiaries (or their successors), respectively, provided that the Stakeholder Representative, on the one hand, and Parent, the Surviving Corporation or any of their Subsidiaries, on the other hand, are not engaged in litigation or any other dispute resolution process (including any claim for indemnification hereunder) and there does not exist any threatened or pending claim (whether written or oral) between the Parties with respect to the transactions contemplated by this Agreement. ICG Group shall, and shall cause its Subsidiaries to provide the Surviving Corporation, Parent and their authorized representatives access (including the right to make photocopies) to all books and records of ICG Group and its Subsidiaries (or their successors), Parent and the Surviving Corporation may from time to time request for any legitimate business purpose or to comply with regulatory requirements. The Company and ICG Group shall use commercially reasonable efforts to preserve and keep all material books and records of or relating to the Company and its Subsidiaries relating to the period prior to the Closing for a period of at least five (5) years from the Closing Date. Notwithstanding anything herein to the contrary, no such access shall be permitted to the extent that it (x) would require any party to disclose information subject to attorney-client or similar privilege, (y) would cause significant competitive harm to any party or (z) would be in violation of applicable Laws or the provisions of any agreement to which such party is a party.
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Access After the Closing. From and after the Closing, the Purchaser shall cause the Company to provide the Sellers with reasonable access to the Company, the Assets and its books and records for any reasonable business purpose relating to the Sellers' interest in and involvement with the Company.
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Access After the Closing. The Buyer shall afford the Sellers, and the accountants, counsel and representatives of the Sellers, reasonable access on and after the Closing Date to the properties, assets, books, Contracts, Other Agreements and Files and Records that relate to activities prior to the Closing Date (as well as to the employees and auditors of the Buyer with knowledge of the activities of the Business prior to the Closing Date) so as to permit the Sellers and their Affiliates to comply with applicable financial reporting, tax and other legal requirements and address and resolve Excluded Liabilities. The Buyer agrees to hold all the Files and Records in existence and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by applicable law and, thereafter, if it desires to destroy or dispose of such books and records to offer first in writing at least thirty (30) days prior to such destruction or disposition to surrender them to the Sellers.
Sample 1
Access After the Closing. Subsequent to the Closing, Seller will permit Buyers and their representatives to have reasonable access to, and to examine and make copies of, all invoices, records, Licenses, contracts, commitments, records and other business and financial information that relate to the Assets.
Sample 1
Access After the Closing. The Buyer shall afford the Seller, and to the accountants, counsel and representatives of the Seller, reasonable access on and after the Closing Date to those portions of the properties, assets, books, Contracts, and files and records of the Companies that relate to activities prior to the Closing Date (as well as to the employees and auditors of the Companies with knowledge of the activities of the Companies prior to the Closing Date) so as to permit the Seller to comply with applicable financial reporting, tax and any other legal requirement; provided, however, that (i) the Seller and its representatives shall take such action as is deemed necessary in the reasonable judgment of the Buyer to schedule such access and visits in such a way as to avoid disrupting the normal business of the Buyer, (ii) the Buyer shall not be required to take any action that would constitute a waiver of the attorney-client or other privilege and (iii) the Buyer need not supply the Seller with any information that, in the reasonable judgment of the Buyer, the Buyer or the Companies are under a contractual, fiduciary or legal obligation not to supply.
Sample 1
Access After the Closing. After the Closing, Alltrista, ------------------------ Holdings and each Seller shall afford Buyer reasonable temporary access to the Excluded Assets and Excluded Records (including related computers and computer records) or corporate records retained by Alltrista, Holdings or Sellers if necessary to operate the Business and Buyer shall afford each Seller reasonable temporary access to records acquired hereunder and to the Transferred Employees to the extent necessary for each Seller to reasonably operate its business and to prepare its tax returns. After the Closing, Buyer shall afford Sellers reasonable access to any records acquired hereunder for legitimate business purposes.
Sample 1
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Related to Access After the Closing

  • After the Closing Buyer and Seller shall execute and deliver, or shall cause to be executed and delivered from time to time, such further instruments of conveyance and transfer, and shall take such other actions as any party may reasonably request, to convey and deliver the Assets to Buyer, to perfect Buyer’s title thereto, and to accomplish the orderly transfer of the Assets to Buyer in the manner contemplated by this Agreement. If any party hereto receives monies belonging to the other, such amount shall immediately be paid over to the proper party. If an invoice or other evidence of an obligation is received by a party, which is partially an obligation of both Seller and Buyer, then the parties shall consult with each other, and each shall promptly pay its portion of such obligation to the obligee.

  • After the Closing Date Buyer shall accept payment of all accounts receivable in the normal course of conducting the Business. Upon payment of any amounts from Delinquent Members, Buyer shall credit such payment first to the amounts owed by such Delinquent Member indicated on the Seller Receivable List, and then for Buyer's account.

  • 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.

  • After Closing Seller and Buyer shall execute, acknowledge and deliver or cause to be executed, acknowledged and delivered, such instruments and take such other action as may be necessary or advisable to carry out their obligations under this Agreement and under any document, certificate or other instrument delivered pursuant hereto.

  • Obligations After Closing After the Closing, Purchaser, on the one hand, and Seller, on the other hand, shall not, directly or indirectly, disclose, or permit any of its Entity Representatives to disclose, to any third party the terms and conditions of this Agreement or the Contemplated Transactions (including all or any portion of the Purchase Price) (collectively, “Confidential Information”) without the written consent of the other Parties; provided, however, that this Section 10.13(b) shall not prevent disclosure by a Party: (i) pursuant to Section 10.13(c) or Section 10.14; (ii) of information that, at the time of disclosure, is generally available to the public (other than as a result of a breach of this Agreement (including Section 10.14) or any other confidentiality agreement to which such Party is a party or of which it has actual knowledge), as evidenced by generally available documents or publications; (iii) to the extent disclosure is necessary or advisable, to its Affiliates or to such Party’s or any such Affiliate’s Entity Representatives for the purpose of performing their respective obligations under this Agreement; (iv) to banks or other financial institutions or agencies or any independent accountants or legal counsel or investment advisors employed by such Party or its Affiliates, to the extent disclosure is necessary or advisable to obtain financing; (v) to one or more potential purchasers of the Acquired Assets; (vi) to Governmental Authorities to the extent necessary to comply with its obligations under this Agreement and Law with respect to the HSR Act; (vii) as required by applicable securities or other Laws or the applicable rules of any stock exchange having jurisdiction over the disclosing Party or its Affiliates; or (viii) to the extent necessary, to enforce this Agreement; provided, however, that in each case of disclosure under clauses (iii), (iv), or (v), the Persons to whom disclosure is made agree to be bound by this confidentiality provision, and the Party making such disclosure shall be liable and responsible for any breach by such Person of this confidentiality obligation.

  • Cooperation Following the Closing Following the Closing, each Party shall deliver to the other Parties such further information and documents and shall execute and deliver to the other Parties such further instruments and agreements as any other Party shall reasonably request to consummate or confirm the transactions provided for herein, to accomplish the purpose hereof or to assure to any other Party the benefits hereof.

  • Cooperation After Closing From and after the Closing Date, each of the parties hereto shall execute such documents and other papers and take such further actions as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby.

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

  • Conditions to the Closing On or before the Closing Date, the Trust Depositor shall deliver or cause to be delivered the following documents to the Owner Trustee and the Indenture Trustee:

  • Certain Notifications Until Closing From the Signing Date until the Closing, the Company shall promptly notify the Investor of (i) any fact, event or circumstance of which it is aware and which would reasonably be expected to cause any representation or warranty of the Company contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of the Company contained in this Agreement not to be complied with or satisfied in any material respect and (ii) except as Previously Disclosed, any fact, circumstance, event, change, occurrence, condition or development of which the Company is aware and which, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; provided, however, that delivery of any notice pursuant to this Section 3.4 shall not limit or affect any rights of or remedies available to the Investor; provided, further, that a failure to comply with this Section 3.4 shall not constitute a breach of this Agreement or the failure of any condition set forth in Section 1.2 to be satisfied unless the underlying Company Material Adverse Effect or material breach would independently result in the failure of a condition set forth in Section 1.2 to be satisfied.

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