Access and Cooperation Following the Closing Sample Clauses

Access and Cooperation Following the Closing. LKQ shall, and shall cause the Company to, give the Shareholders and their authorized representatives full access to its books and records at no charge to the Shareholders (and permit the Shareholders to make copies thereof) to the extent relating to the business of the Company on or prior to Closing as the Shareholders may reasonably request for any proper purpose.
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Access and Cooperation Following the Closing. (a) After the Closing, Purchaser shall, and shall cause the Company to, give Seller, upon prior written notice, reasonable access during normal business hours and under reasonable circumstances, and in a manner so as not to interfere with the normal business operations of the Company, to the Company’s books and records (and permit Seller and its authorized representatives to make copies thereof) to the extent relating to (i) any Taxes relating to a Pre-Closing Tax Period, (ii) Seller’s obligations under this Agreement, or (iii) the defense of any pending or threatened litigation, investigation or proceedings, whether in connection with this Agreement or the transactions contemplated hereunder or with operation of the Company’s business prior to the Closing Date. (b) Notwithstanding the obligations set forth in this Section 9.3 to the contrary, the Company and Purchaser may withhold from Seller any documents or information that is subject to the terms of a confidentiality agreement with a third party. The withholding party shall notify the requesting party that the requested document or information is being withheld pursuant to this Section 9.3(b). Upon the request and at the expense of the requesting party, the withholding party will assist the requesting party to obtain the consent of a third party to the release of such document or information to the requesting party.
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Access and Cooperation Following the Closing. Following the Closing Date, consistent with applicable competition Laws governing permissible information exchanges: (a) The Purchaser shall, and shall cause Holdings and its Subsidiaries (including their respective successors and assigns, if any) to, give with reasonable notice from the Seller and during normal business hours, the Seller and its authorized representatives access to its books and records (and permit the Seller and its authorized representatives to make copies thereof) to the extent relating to the business of Holdings and its Subsidiaries (including their respective successors and assigns, if any) on or prior to the Closing Date as the Seller may reasonably request for the review and assessment of the Closing Date Financial Statements and the Working Capital Adjustment Statement or the institution or defense of any pending or threatened litigation, investigation or proceedings, all in accordance with prior arrangements to be made between the Purchaser and, the Seller and in a manner which shall to the maximum extent practicable minimize disruptions to Holdings’ and its Subsidiaries’ business and operations. (b) The Purchaser shall, and shall cause Holdings and its Subsidiaries (including their respective successors and assigns, if any) to, with reasonable notice from the Seller and during normal business hours, make employees available to the Seller without requiring a subpoena or other legal process, for reasonable periods of time for the purposes described in Section 10.11(a) above, as well as for investigation of the institution or defense of any pending or threatened litigation, investigation or proceeding involving the Seller, Holdings or any of its Subsidiaries, whether in connection with this Agreement or the Contemplated Transactions or with operations prior to the Closing Date, all in accordance with prior arrangements to be made between the Purchaser and the Seller in a manner which shall to the maximum extent practicable minimize the disruptions to Holdings’ and its Subsidiaries’ business and operations with the reasonable out-of-pocket expenses of making such employees available being reimbursed. (c) The Purchaser shall cause Holdings and its Subsidiaries (including their respective successors and assigns, if any) to retain all records and files of Holdings and its Subsidiaries (including their respective successors and assigns, if any) for a period of six (6) years after the Closing Date. (d) The Purchaser may take such action...
Sample 1
Access and Cooperation Following the Closing. (a) Purchaser and Parent shall give Seller and its authorized representatives access to certain of their books and records (and permit Seller and its authorized representatives to make copies thereof) to the extent relating to (i) Seller’s obligations under this Agreement including, without limitation, pursuant to Section 3.3 and Article 8, (ii) in conjunction with the preparation of Seller’s tax returns or in conjunction with Seller’s compliance with any Laws to which it may be subject, (iii) in conjunction with Seller’s rights to payments pursuant to Section 3.2, or (iv) the institution or defense of any pending or threatened litigation, investigation or proceedings, whether in connection with this Agreement or the Contemplated Transactions or with operations prior to the Closing Date for which Seller is liable pursuant hereto. (b) Purchaser shall, and shall cause its Affiliates to, make their employees available to Seller, without requiring a subpoena or other legal process, for reasonable periods of time for the purposes described in subsection (a) above, with the reasonable out-of-pocket expenses of making such employees available being reimbursed but no reimbursement being required for the salaries, wages, bonuses or other compensation of such employees during such periods. (c) For the purposes of permitting Parent to comply with its public company reporting obligations with respect to the Contemplated Transactions: (i) no later than August 31, 2008, Seller shall use its best efforts to cause to be delivered to Parent the audited financial statements of Seller for the fiscal year ending December 31, 2007; and (ii) Seller shall take all actions reasonably requested by Parent and provide reasonable and prompt access to Parent’s employees (during business hours) to Seller’s records, financial work papers and other relevant financial information.
Sample 1
Access and Cooperation Following the Closing. For a period of six (6) years following the Closing Date, upon reasonable prior written notice the Purchaser shall, and shall cause the Company and the Company Subsidiaries to, give the Seller Representatives and their Representatives access during normal business hours to the books and records of the Company and the Company Subsidiaries that relate to the business of the Company and the Company Subsidiaries prior to the Closing Date (and permit the Seller Representatives and their Representatives to make copies thereof) for purposes of audits, investigations, the preparation of any dispute notice in accordance with Section 2.3(b), compliance with governmental requirements, regulations and requests, and the prosecution or defense of Third-Party Claims. Any such access provided hereunder shall not unreasonably interfere with the operations of the Company or the Company Subsidiaries, and the Seller Representatives will bear any costs of such access, other than the wages, salaries and employee benefits of personnel of the Purchaser or any Affiliate of the Purchaser.
Sample 1
Access and Cooperation Following the Closing. Without limitation upon the rights of the parties under Section 9.3, following the Closing Date: (a) Purchaser shall, and shall cause the Company and its Subsidiaries to, give Seller and their authorized representatives access to its books and records (and permit Seller and their authorized representatives to make copies thereof) to the extent relating to (i) Seller's obligations under this Agreement, (ii) the preparation of the Notice of Objection, or (iii) the institution or defense of any pending or threatened litigation, investigation or proceedings, whether in connection with this Agreement or the Contemplated Transactions or with operations prior to the Closing Date for which Seller is liable pursuant hereto. (b) Purchaser shall, and shall cause its Subsidiaries to, make their employees available to Seller, without requiring a subpoena or other legal process, for reasonable periods of time for the purposes described in subsection (a) above, with the reasonable out-of-pocket expenses of making such employees available being reimbursed but no reimbursement being required for the salaries, wages, bonuses or other compensation of such employees during such periods.
Sample 1
Access and Cooperation Following the Closing. (a) Without limitation upon the rights of the parties under Section 9.2(e), following the Closing Date, Purchaser shall, and shall cause the Company and its Subsidiaries to, give Seller Representative and its authorized representatives reasonable access to its books and records (and permit Seller Representative and their authorized representatives to make copies thereof) during normal business hours and upon at least three (3) business days prior notice, to the extent relating to (i) the business of the Company and its Subsidiaries prior to the Closing Date, (ii) the Seller Parties’ obligations under this Agreement, or (iii) the institution or defense of any pending or threatened litigation, investigation or proceedings, whether in connection with this Agreement or the Contemplated Transactions or with operations prior to the Closing Date. Xxxxxx Xxxxxx and, subject to the last two sentences of this Section 9.3(a), Xxxxx Xxxxxx further covenant that (a) during the two week period following the Closing, each of them shall provide reasonable assistance from their home offices (i.e., not requiring travel) and shall do all acts necessary (to the extent not done prior to Closing) to transition their authorizations, duties and responsibilities to their successors as designated by the Purchaser, including signing any necessary documentation, and (b) following the Closing Date for a period of six months, each shall make themselves available to the Company, its Subsidiaries, and Purchaser and provide reasonable assistance during normal business hours to answer questions as they periodically arise about the business of the Company and its Subsidiaries prior to the Closing Date. For a period of up to thirty (30) days after the Closing Xxxxx Xxxxxx shall continue in his position as Chief Financial Officer of the Company and its Subsidiaries and shall perform such financial management and administrative tasks as are reasonably necessary for the continuity of the Company’s operations and the transition of his duties to employees of the Company and/or Purchaser; provided, however, that no travel shall be required. Purchaser agrees to compensate Xxxxx Xxxxxx at his current base rate of pay, 401(k) eligibility, and health insurance eligibility, for such period and to maintain the Company’s office in Darien, Connecticut for the month of April 2009. The resignation letter of Xx. Xxxxxx, to be delivered to the Purchaser pursuant to Section 3.2(b)(iii), shall be dated as of th...
Sample 1
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Related to Access and Cooperation Following the Closing

  • Access and Cooperation Each Party will, and will cause its Other Indemnified Persons to, cooperate and assist in all reasonable respects regarding such Third Party Claim, including by promptly making available to such other Party (and its legal counsel and other professional advisers with a reasonable need to know) all books and records of such Person relating to such Third Party Claim, subject to reasonable confidentiality precautions.

  • ACCESS AND COOPERATION; DUE DILIGENCE (i) Between the date of this Agreement and the Closing Date, the COMPANY will afford to the officers and authorized representatives of URSI and the Founding Companies other than the COMPANY access to all of the COMPANY's (including the COMPANY's Subsidiaries) key employees, sites, properties, books and records and will furnish URSI with such additional financial and operating data and other information as to the business and properties of the COMPANY (including the COMPANY's Subsidiaries) as URSI or the Founding Companies other than the COMPANY may from time to time reasonably request. The COMPANY will cooperate with URSI and the Founding Companies other than the COMPANY, its representatives, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. URSI, the STOCKHOLDERS and the COMPANY will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Founding Companies other than the COMPANY as confidential in accordance with the provisions of Section 14 hereof. In addition, URSI will cause each of the Founding Companies other than the COMPANY to enter into a provision similar to this Section 7.1 requiring each such Founding Company to keep confidential any information obtained by such Founding Company. (ii) Between the date of this Agreement and the Closing Date, URSI will afford to the officers and authorized representatives of the COMPANY access to all of URSI's sites, properties, books and records and will furnish the COMPANY with such additional financial and operating data and other information as to the business and properties of URSI as the COMPANY may from time to time reasonably request. URSI will cooperate with the COMPANY, its representatives, engineers, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. The COMPANY will cause all information obtained in connection with the negotiation and performance of this Agreement to be treated as confidential in accordance with the provisions of Section 14 hereof.

  • Agreement to Cooperate (a) Subject to the provisions of Section 9.16, each of the parties hereto shall use reasonable business efforts promptly (x) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the Transactions, and (y) to refrain from taking, or cause to be taken, any action and to refrain from doing or causing to be done, any thing which could impede or impair the consummation of the Transactions, including, in all cases, without limitation using its reasonable business efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Transactions by all such applicable Authorities, each of which must be obtained or become final to the extent provided in Section 6.1(a), (ii) to obtain all necessary or appropriate waivers, consents and approvals, including without limitation those referred to in Section 6.2(d), without payment of consideration to the other party, (iii) to effect all necessary registrations, filings and submissions (including without limitation filings under the Xxxx-Xxxxx-Xxxxxx Act and all filings necessary for ATS to own and operate the Meridian Assets and conduct the Meridian Business), (iv) to lift any injunction or other legal bar to the Transactions (and, in such case, to proceed with the Transactions as expeditiously as possible), and (v) to obtain the satisfaction of the conditions specified in Article 6, including without limitation the truth and correctness as of the Closing Date as if made on and as of the Closing Date of the representations and warranties of such party and the performance and satisfaction as of the Closing Date of all agreements and conditions to be performed or satisfied by such party, without the payment of any amounts, except to the extent otherwise required by the provisions of this Agreement. (b) The parties shall cooperate with one another in the preparation, execution and filing of all Tax Returns, questionnaires, applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp Taxes, any transfer, recording, registration and other fees, and any similar Taxes which become payable in connection with the Transactions that are required or permitted to be filed on or before the Closing Date. (c) Meridian shall cooperate and use its reasonable business efforts to (i) prepare balance sheets and statements of income (loss) and cash flow for eleven month period ended November 30, 1996 and thereafter on a monthly basis until the month preceding the Closing in accordance with GAAP subject only to such exceptions for periods ending on or before December 31, 1996 as are set forth in Section 3.2 of the Meridian Disclosure Schedule, and (ii) cause its independent accountants to reasonably cooperate with ATS, and at ATS's expense, in order to enable ATS to have its independent accountants prepare audited financial statements for the Meridian Business described in Section 6.2(g). Without limiting the generality of the foregoing, Meridian agrees that after the Closing Date it will (x) consent to the use of such audited financial statements in any registration statement or other document filed by ATS or any Affiliate of ATS under the Securities Act or the Exchange Act to the extent required by Applicable Law or any underwriter in an underwritten public offering, and (y) execute and deliver, and cause its directors and officers to execute and deliver, such "representation" letters as are customarily delivered in connection with audits and as ATS's independent accountants may reasonably request under the circumstances; provided, however, that as a condition precedent to the use of such audited financial statements by any Affiliate of ATS, such Affiliate shall execute an indemnification agreement, in form and content reasonably acceptable to Meridian's counsel, pursuant to which such Affiliate agrees to indemnify Meridian and related parties from liability arising from the use of such statements on the same terms and subject to the same conditions as ATS so agrees in Section 8.2(e)(ii) of this Agreement.

  • Continuing Cooperation Following the Termination Date, Executive agrees to cooperate with all reasonable requests for information made by or on behalf of Company with respect to the operations, practices and policies of the Company. In connection with any such requests, the Company shall reimburse Executive for all out-of-pocket expenses reasonably and necessarily incurred in responding to such request(s).

  • Conditions Precedent to the Closing The obligations of each Noteholder to consummate the transactions contemplated by the Transaction Documents are subject to the satisfaction or waiver by the Required Noteholders on the Closing Date of each of the following conditions precedent: (a) The Noteholders or their counsel shall have received a notice of closing (the “Notice of Closing”) in the form of Schedule 7.2(a) at least five Business Days prior to the Closing, or such shorter period as the Company and the Required Noteholders shall agree. (b) The Company shall have duly issued and delivered to such Noteholder or their counsel, in accordance with ARTICLE II, the Amended Notes and New Warrants to be delivered to such Noteholder at the Closing. (c) Each of the Transaction Documents shall be in full force and effect and no term or condition thereof shall have been amended, waived or otherwise modified without the prior written consent of the Required Noteholders. (d) The representations and warranties of the Company set forth in ARTICLE V shall be true and correct as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing (except where any such representation and warranty speaks by its terms as of a different date, in which case it shall be true and correct as of such date), and such Noteholder shall have received a certificate signed on behalf of the Company by an officer of the Company to such effect. (e) The Company shall have performed all obligations required to be performed by it at or prior to the Closing under the Transaction Documents to which it is a party, and such Noteholder shall have received a certificate signed on behalf of the Company by an officer of the Company to such effect. (f) No Default or Event of Default shall have occurred and be continuing. (g) There is not any litigation or proceeding pending or threatened which seeks to restrain or invalidate the transactions contemplated by this Agreement. (h) The Company shall have delivered, or caused to be delivered, to the Noteholders or their counsel, all such other documents and agreements reasonably requested by the Noteholders in connection with the consummation of the transactions contemplated by this Agreement.

  • Resignation and Cooperation Upon termination of Executive’s employment, Executive shall be deemed to have resigned from all offices and directorships then held with the Company. Following any termination of employment, Executive shall cooperate with the Company in the winding up of pending work on behalf of the Company and the orderly transfer of work to other employees. Executive shall also cooperate with the Company in the defense of any action brought by any third party against the Company that relates to Executive’s employment by the Company.

  • Subrogation and Cooperation (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the Notes, the Credit Enhancer will be fully subrogated to the rights of such Holders to receive such principal and interest from the Issuer, and (ii) the Credit Enhancer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer for action to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Insurance Agreement without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales called and conducted in any manner permitted by law; (iii) file or record all Assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer hereunder.

  • PARTIES TO COOPERATE RESPECTING TERMINATION The Parties hereto agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that an Account owns no Shares of a Fund after the Final Termination Date with respect thereto, or, in the case of a termination pursuant to Section 6.1(a), the termination date specified in the notice of termination. Such steps may include combining the affected Account with another Account, substituting other mutual fund shares for those of the affected Fund, or otherwise terminating participation by the Contracts in such Fund.

  • Areas of Cooperation 1. To achieve the objectives of cooperation in fisheries within the described principles, cooperation will include fisheries management and conservation issues, vessel management and post harvest arrangements and financial and trade measures and development of fisheries and fisheries products and marine aquaculture. 2. The EC Party will contribute to the mobilisation of the resources for the implementation of the identified areas of cooperation at national and regional levels, which will also include support for regional capacity building. Furthermore, the EC Party contributes to the measures as described in the section concerning financial and trade measures, and on infrastructure development specific for fisheries and marine aquaculture.

  • Termination Prior to Closing Notwithstanding the foregoing, the parties will be relieved of the obligation to consummate the Closing and purchase or sell the Assets: (a) By the mutual written consent of the Buyer and the Seller; (b) By the Seller in writing, without liability, if the Buyer (i) fails to perform in any material respect its agreements contained herein required to be performed by it on or prior to the Closing Date, or (ii) materially breaches any of its representations, warranties or covenants contained herein, which in either case is not cured within ten (10) days after the Seller has notified the Buyer of its intent to terminate this Agreement pursuant to this subparagraph; (c) By the Buyer in writing, without liability, if the Seller (i) fails to perform in any material respect its agreements contained herein required to be performed by them on or prior to the Closing Date, or (ii) materially breaches any of its representations, warranties or covenants contained herein, which in either case is not cured within ten (10) days after the Buyer has notified the Seller of its intent to terminate this Agreement pursuant to this subparagraph; (d) Subject to Section 5.5 hereof, by either the Seller or the Buyer in writing, without liability, if there is issued any order, writ, injunction or decree of any court or governmental or regulatory agency binding on the Buyer or the Seller which prohibits or materially restrains the Buyer or the Seller from consummating the transactions contemplated hereby; provided that the Buyer and the Seller have used their reasonable, good faith efforts to have any such order, writ, injunction or decree lifted and the same has not been lifted within sixty (60) days after entry, by any such court or governmental or regulatory agency; (e) By the Buyer in writing, without liability, if Buyer elects to terminate pursuant to Section 6.1 or Section 6.2 hereof; (f) By either the Seller or the Buyer in writing, without liability, if for any reason the Closing has not occurred by March 31, 1999 other than as a result of the breach of this Agreement by the party attempting to terminate this Agreement; (g) By Seller in writing, without liability, upon a "Change of Control" of Buyer (for purposes of this Agreement, a "Change of Control" means (i) the acquisition by any individual, corporation, company, association, joint venture or other entity, of beneficial ownership of 25% or more of the voting securities of the Buyer; or (ii) individuals who, as of the date of this Agreement, constitute the Board of Directors of the Buyer cease for any reason to constitute at least a majority of the Board of Directors of the Buyer; or (iii) the consummation by the Buyer of a reorganization, merger or consolidation, or exchange of shares or sale or other disposition of all or substantially all of the assets of the Buyer, if immediately after giving effect to such transaction the individuals or entities who beneficially own voting securities immediately prior to such transaction beneficially own

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