Common use of ACCESS; FURTHER ASSURANCES Clause in Contracts

ACCESS; FURTHER ASSURANCES. (a) Seller will give Purchaser and its officers, employees, accountants, counsel and other representatives reasonable access, upon 48 hours prior notice to Seller and during Seller’s normal business hours throughout the period prior to the Closing, to all of Seller’s and its Subsidiaries’ properties, books, Contracts, commitments, reports of examination and records (including, without limitation, personnel records, subject to Section 5.1(e)) directly relating to the Acquired Assets. Purchaser will hold, and will cause such representatives to hold, such information in confidence as provided in Article 6. Except as set forth in or contemplated by the Transition Services Agreement, on the Closing Date, Seller shall deliver, and shall cause its Subsidiaries to deliver, possession to Purchaser of all Tangible Property, Business Records, Governmental Permits, Assigned Contracts and other Acquired Assets acquired by Purchaser under this Agreement. Prior to such delivery, Seller may make copies of any and all such Business Records as Seller shall in good faith determine it will require after the Closing Date; provided that Seller shall (i) not make, retain or store any originals, copies, summaries, notes or other documentation of or related to any Intellectual Property Assets used or useful in connection with any Acquired Products identified as part of Seller’s “Sahasra” product line (except that Seller may retain a single copy of such information that it reasonably believes may be necessary to defend itself in litigation, provided that (x) such information is stored at the facilities of a Third Party and (y) Seller will not use such information for any other purpose) and (ii) purge or otherwise destroy all of the foregoing in its possession, including, without limitation, all relevant files in electronic data storage; provided further that Seller shall instruct and cause all of its employees, consultants, agents and representatives to comply with this covenant. Seller will hold, and will cause its representatives to hold, such information and copies in confidence as provided in Article 6. (b) Seller will give Purchaser and its officers, employees, accountants, counsel and other representatives reasonable access, upon 24 hours prior notice to Seller and during Seller’s normal business hours throughout the period prior to the Closing, to all Business Employees, including, without limitation, management personnel, and their working areas, and reasonable use of telephones, facsimile machines, copy machines and other on-site facilities reasonably necessary for Purchaser and its representatives to conduct their pre-Closing review of the Acquired Assets and evaluation of the Business Employees. Seller shall, on behalf of itself and its Subsidiaries, cause its Business Employees at each site to cooperate with Purchaser’s reasonable due diligence review. (c) After the Closing Date, Seller and Purchaser will make their respective personnel reasonably available (i) for interviews, depositions and testimony in any legal matter concerning transactions, operations or activities relating to the Acquired Products or other Acquired Assets prior to the Closing Date, except in a case where the Parties are in dispute against one another with respect to such legal matter, and (ii) to execute all documents which the requesting party reasonably determines to be necessary or convenient or as otherwise may be necessary or desirable to enable the party requesting such assistance to: (x) comply with reporting, filing or other requirements imposed by any foreign, local, state or federal court, agency or Governmental Body; or (y) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other. The party requesting such information or assistance shall reimburse the other party for all out-of-pocket costs and expenses incurred by such party in providing such information and in rendering such assistance. The access to personnel contemplated by this Section 5.1(c) shall be during normal business hours and upon not less than two Business Days’ prior written request. (d) From and after the Closing, Seller shall provide, and cause employees and consultants of Seller and its Subsidiaries to provide, to Purchaser all support and services contemplated by and pursuant to the Transition Services Agreement. (e) From time to time following the Closing, at Seller’s expense, Seller shall take, or cause to be taken, such actions and shall execute and deliver, or cause to be executed and delivered, to Purchaser such additional instruments of conveyance and transfer, in each case, as Purchaser may reasonably request or as may be otherwise reasonably necessary to more effectively convey or transfer to, and vest in, Purchaser or put Purchaser in possession of and/or control of any part of the Acquired Assets or to effect the transactions contemplated by this Agreement or the Other Transaction Documents. Without limiting the generality of the foregoing: (i) in the event that, after the Closing, Seller and/or Purchaser identify any intellectual property right previously unknown or not disclosed to Purchaser that, pursuant to this Agreement, is included in the Acquired Assets or used primarily for the NSE Business, Seller shall take such actions and shall execute and deliver such documents, or cause its employees, consultants and agents to take, execute and/or deliver such actions and documents, as Purchaser may reasonably request or as may be otherwise necessary to assign to, and vest in, Purchaser all right, title and interest in and to such intellectual property right; and (ii) at the reasonable request of Purchaser and at Purchaser’s cost, Seller shall use its reasonable best efforts to enforce, or cause its Subsidiaries to enforce, the provisions of any Employee Confidentiality Agreements, Consultant Confidentiality Agreements and any other nondisclosure or confidentiality agreements with Third Parties relating to any Acquired Assets (copies of which agreements Seller shall retain for two years after the termination of such agreements). (f) For a period of at least three years from and after the date of this Agreement, except as contemplated by Section 5.1(e), neither party shall dispose of any records relating to the Acquired Assets or the Acquired Business without the other party’s written consent, which consent shall not be unreasonably withheld or delayed. (g) If there exists on the Closing Date any default under or breach of any Assigned Contract, from and after the Closing, Seller shall cooperate with Purchaser and, at Purchaser’s request and at Seller’s expense, use Seller’s reasonable best efforts to cure, or cause its Subsidiaries to cure, such default as soon as practicable. Purchaser shall not be deemed to have waived any of its rights under this Agreement with respect to any such default unless specifically waived in writing.

ACCESS; FURTHER ASSURANCES. (a) After the Closing, Seller will give Purchaser and its officers, employees, accountants, counsel and other representatives reasonable access, upon 48 hours prior notice to Seller and during Seller’s normal business hours throughout the period prior to the Closinghours, to all of Seller’s and its Subsidiaries’ properties, books, Contracts, commitments, reports of examination and records (including, without limitation, personnel records, subject to Section 5.1(e)) directly relating to the Acquired Products and Acquired Assets. Purchaser will hold, and will cause such representatives to hold, such information in confidence as provided in Article 6. Except as set forth in or contemplated by the Transition Services AgreementOther Transaction Documents, on the Closing Date, Seller shall deliver, and shall cause its Subsidiaries to deliver, possession to Purchaser of all Tangible Property, Business Records, Governmental Permits, Assigned Contracts Acquired Products and other Acquired Assets acquired by Purchaser under this Agreement. Prior to such delivery, Seller may make copies of any and all such Business Records as Seller shall in good faith determine it will require after the Closing Date; provided that Seller shall (i) not make, retain or store any originals, copies, summaries, notes or other documentation of or related to any Intellectual Property Assets used or useful in connection with any Acquired Products identified as part of Seller’s “Sahasra” product line (except that Seller may retain a single copy of such information that it reasonably believes may be necessary to defend itself in litigation, provided that (x) such information is stored at the facilities of a Third Party and (y) Seller will not use such information for any other purpose) and (ii) purge or otherwise destroy all of the foregoing in its possession, including, without limitation, all relevant files in electronic data storage; provided further that Seller shall instruct and cause all of its employees, consultants, agents and representatives to comply with this covenant. Seller will hold, and will cause its representatives to hold, such information and copies in confidence as provided in Article 6. (b) Seller will give Purchaser and its officers, employees, accountants, counsel and other representatives reasonable access, upon 24 hours prior notice to Seller and during Seller’s normal business hours throughout the period prior to the Closing, to all Business Employees, including, without limitation, management personnel, and their working areas, and reasonable use of telephones, facsimile machines, copy machines and other on-site facilities reasonably necessary for Purchaser and its representatives to conduct their pre-Closing review of the Acquired Assets and evaluation of the Business Employees. Seller shall, on behalf of itself and its Subsidiaries, cause its Business Employees at each site to cooperate with Purchaser’s reasonable due diligence review. (c) After the Closing Date, Seller and Purchaser will make their respective personnel reasonably available (i) for interviews, depositions and testimony in any legal matter concerning transactions, operations or activities relating to the Acquired Products or other Acquired Assets prior to the Closing Date, except in a case where the Parties are in dispute against one another with respect to such legal matter, and (ii) to execute all documents which the requesting party reasonably determines to be necessary or convenient or as otherwise may be necessary or desirable to enable the party requesting such assistance to: (x) comply with reporting, filing or other requirements imposed by any foreign, local, state or federal court, agency or Governmental Body; or (y) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other. The party requesting such information or assistance shall reimburse the other party for all out-of-pocket costs and expenses incurred by such party in providing such information and in rendering such assistance. The access to personnel contemplated by this Section 5.1(c5.1(b) shall be during normal business hours and upon not less than two Business Days’ prior written request. (d) From and after the Closing, Seller shall provide, and cause employees and consultants of Seller and its Subsidiaries to provide, to Purchaser all support and services contemplated by and pursuant to the Transition Services Agreement. (ec) From time to time following the Closing, at Seller’s expense, Seller shall take, or cause to be taken, such actions and shall execute and deliver, or cause to be executed and delivered, to Purchaser such additional instruments of conveyance and transfer, in each case, as Purchaser may reasonably request or as may be otherwise reasonably necessary to more effectively convey or transfer to, and vest in, Purchaser or put Purchaser in possession of and/or control of any part of the Acquired Products or Acquired Assets or to effect the transactions contemplated by this Agreement or the Other Transaction Documents. Without limiting the generality of the foregoing: (i) in the event that, after the Closing, Seller and/or Purchaser identify any intellectual property right previously unknown or not disclosed to Purchaser that, pursuant to this Agreement, is included in the Acquired Assets or used primarily for the NSE BusinessAcquired Products, Seller shall take such actions and shall execute and deliver such documents, or cause its employees, consultants and agents to take, execute and/or deliver such actions and documents, as Purchaser may reasonably request or as may be otherwise necessary to assign to, and vest in, Purchaser all right, title and interest in and to such intellectual property right; and (ii) at the reasonable request of Purchaser and at Purchaser’s cost, Seller shall use its reasonable best efforts to enforce, or cause its Subsidiaries to enforce, the provisions of any Employee Confidentiality Agreements, Consultant Confidentiality Agreements and any other nondisclosure or confidentiality agreements with Third Parties relating to any Acquired Assets (copies of which agreements Seller shall retain for two years after the termination of such agreements). (fd) For a period of at least three years from and after the date of this Agreement, except as contemplated by Section 5.1(e), neither party shall dispose of any records relating to the Acquired Assets or the Acquired Business Products without the other party’s written consent, which consent shall not be unreasonably withheld or delayed. (ge) If there exists on the Closing Date any default under or breach of any Assigned Contract, from and after the Closing, Seller shall cooperate with Purchaser and, at Purchaser’s request and at Seller’s expense, use Seller’s reasonable best efforts to cure, or cause its Subsidiaries to cure, such default as soon as practicable. Purchaser shall not be deemed to have waived any of its rights under this Agreement with respect to any such default unless specifically waived in writing.