Common use of Access to Records after Closing Clause in Contracts

Access to Records after Closing. For a period of six years after the Closing Date, Sellers and their Representatives shall have reasonable access to all of the books and records of the Business transferred to Buyer hereunder to the extent that such access may reasonably be required by Sellers in connection with matters relating to or affected by the operations of the Business prior to the Closing Date. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Sellers shall be solely responsible for any costs or expenses incurred by them pursuant to this Section 12.6. For a period of six years after the Closing Date, Buyer and its Representatives shall have reasonable access to all of the books and records relating to the Business that Sellers or any of their Affiliates may retain after the Closing Date. Such access shall be afforded by Sellers and their Affiliates upon receipt of reasonable advance notice and during normal business hours. Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 12.6. If Sellers or any of their Affiliates shall desire to dispose of any of such books and records prior to the expiration of such six-year period, Sellers shall, prior to such disposition, give Buyer a reasonable opportunity, at Buyer’s expense, to segregate and remove such books and records as Buyer may select.

Appears in 1 contract

Samples: Asset and Equity Purchase Agreement (Advanced Tissue Sciences Inc)

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Access to Records after Closing. For a period of six five (5) years after the Closing Date, Sellers and their Representatives representatives shall have reasonable access to all of the books and records of the Harvxx Xxxertainment Business transferred to Buyer purchased by Purchaser hereunder to the extent that such access may reasonably be required by Sellers in connection with the matters relating to or affected by the operations of the Harvxx Xxxertainment Business prior to the Closing Date. Such access shall be afforded by Buyer upon Purchaser after receipt of reasonable advance advanced notice and during normal business hours. Sellers shall be solely responsible for any costs or expenses incurred by them pursuant to this Section 12.6. For a period of six years after the Closing Date, Buyer and its Representatives shall have reasonable access to all of the books and records relating to the Business that Sellers or any of their Affiliates may retain after the Closing Date. Such access shall be afforded by Sellers and their Affiliates upon receipt of reasonable advance notice and during normal business hours. Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 12.65.17. If Sellers or any of their Affiliates shall desire Purchaser desires to dispose of any of such books and records prior to the expiration of such six-five (5) year period, Sellers Purchaser shall, prior to such disposition, give Buyer Sellers a reasonable opportunity, at Buyer’s Sellers' expense, to segregate and remove such books and records as Buyer Sellers may select. For a period of five (5) years after the Closing Date, Purchaser and its representatives shall have reasonable access to all of the books and records of the Harvxx Xxxertainment Business that Sellers may retain after the Closing Date. Such access shall be afforded by Sellers after receipt of reasonable advanced notice and during normal business hours. Purchaser shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 5.17. If any Seller desires to dispose of any of such books and records prior to the expiration of such five (5) year period, such Seller shall, prior to such disposition, give Purchaser a reasonable opportunity, at Purchaser's expense, to segregate and remove such books and records as Purchaser may select.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Harvey Entertainment Co)

Access to Records after Closing. (a) For a period of six five (5) years from and after the Closing Date, Sellers and their Representatives representatives shall have reasonable access to inspect and copy all of the books and records of relating to the Assets, the Liabilities or the Business transferred to Buyer hereunder to the extent that such access may reasonably be required by Sellers in connection with matters relating to or affected by the operations operation of the Assets or the Business prior to the Closing Date. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Sellers shall be solely responsible for any costs or expenses incurred by them pursuant to this Section 12.6. For a period of six years after the Closing Date, If Buyer and its Representatives shall have reasonable access to all of the books and records relating to the Business that Sellers or any of their Affiliates may retain after the Closing Date. Such access shall be afforded by Sellers and their Affiliates upon receipt of reasonable advance notice and during normal business hours. Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 12.6. If Sellers or any of their Affiliates shall desire to dispose of any of such books and records prior to the expiration of such six-five (5) year period, Buyer shall, prior to such disposition, give Sellers a reasonable opportunity, at Sellers' expense, to segregate and remove such books and records as Sellers may select. Sellers shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 6.17. (b) For a period of five (5) years from and after the Closing Date, Buyer and its representatives shall have reasonable access to inspect and copy all books and records relating to the Assets, the Liabilities or the Business that Sellers or any of their affiliates may retain after the Closing Date. Such access shall be afforded by Sellers and their affiliates upon receipt of reasonable advance notice and during normal business hours. If Sellers or any of their affiliates shall desire to dispose of any of such books and records prior to the expiration of such five (5) year period, Sellers shall, prior to such disposition, give Buyer a reasonable opportunity, at Buyer’s 's expense, to segregate and remove such books and records as Buyer may select.. Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 6.17. 6.18

Appears in 1 contract

Samples: S Asset Purchase Agreement (Triangle Pacific Corp)

Access to Records after Closing. For a period of six years after the Closing Date, Sellers and their Representatives representatives shall have reasonable access to all of the books and records of the Business Sellers transferred to Buyer hereunder to the extent that such access may reasonably be required by Sellers in connection with matters relating to or affected by the operations of the Business Sellers prior to the Closing Date. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Sellers shall be solely responsible for any costs or expenses incurred by them pursuant to this Section 12.69.6. If Buyer shall desire to dispose of any of such books and records prior to the expiration of such six-year period, Buyer shall, prior to such disposition, give CBW a reasonable opportunity, at its expense, to segregate and remove such books and records as it may select. For a period of six years after the Closing Date, Buyer and its Representatives representatives shall have reasonable access to all of the books and records relating to the Business that Sellers which either Seller, any Selling Party or any of their respective Affiliates may retain after the Closing Date. Such access shall be afforded by Sellers either Seller, the Selling Parties and their Affiliates upon receipt of reasonable advance notice and during normal business hours. Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 12.69.6. If Sellers Sellers, the Selling Parties or any of their Affiliates shall desire to dispose of any of such books and records prior to the expiration of such six-year period, Sellers they shall, prior to such disposition, give Buyer a reasonable opportunity, at Buyer’s expense, to segregate and remove such books and records as Buyer may select.

Appears in 1 contract

Samples: Asset Purchase Agreement (Navigant Consulting Inc)

Access to Records after Closing. (a) For a period of six years after the Closing Date, Sellers Seller and their Representatives its representatives shall have reasonable access to all of the books and records of the Business transferred to Buyer hereunder Company and the Subsidiaries to the extent that such access may reasonably be required by Sellers Seller in connection with matters relating to or affected by the operations of the Business Company and the Subsidiaries prior to the Closing Date. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Sellers Seller shall be solely responsible for any costs or expenses incurred by them it pursuant to this Section 12.613.6(a). If Buyer, the Company or the Subsidiaries shall desire to dispose of any of such books and records prior to the expiration of such six-year period, Buyer shall, prior to such disposition, give Seller a reasonable opportunity, at Seller’s expense, to segregate and remove such books and records as Seller may select. 54 (b) For a period of six years after the Closing Date, Buyer and its Representatives representatives shall have reasonable access to all of the books and records relating to the Business that Sellers Companies and the Subsidiaries which Seller or any of their Affiliates may retain after the Closing Date. Such access shall be afforded by Sellers Seller and their its Affiliates upon receipt of reasonable advance notice and during normal business hours. Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 12.613.6(b). If Sellers Seller or any of their its Affiliates shall desire to dispose of any of such books and records prior to the expiration of such six-year period, Sellers Seller shall, prior to such disposition, give Buyer a reasonable opportunity, at Buyer’s expense, to segregate and remove such books and records as Buyer may select.. Section 13.7

Appears in 1 contract

Samples: Final Draft Stock Purchase Agreement (Middleby Corp)

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Access to Records after Closing. For a period of six years after the Closing Date, Sellers Seller and their its Representatives shall have reasonable access to all of the books and records of the Business Seller transferred to Buyer hereunder to the extent that such access may reasonably be required by Sellers Seller in connection with matters relating to or affected by the operations of the Business prior to the Closing Date. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Sellers Seller shall be solely responsible for any costs or expenses incurred by them it pursuant to this Section 12.613.3. If Buyer shall desire to dispose of any of such books and records prior to the expiration of such six-year period, Buyer shall, prior to such disposition, give Seller a reasonable opportunity, at Seller’s expense, to segregate and remove such books and records as Seller may select. For a period of six years after the Closing Date, Buyer and its Representatives representatives shall have reasonable access to all of the books and records relating to the Business that Sellers Seller or any of their its Affiliates may retain after the Closing Date. Such access shall be afforded by Sellers Seller and their its Affiliates upon receipt of reasonable advance notice and during normal business hours. Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 12.613.3. If Sellers Seller or any of their its Affiliates shall desire to dispose of any of such books and records prior to the expiration of such six-year period, Sellers Seller shall, prior to such disposition, give Buyer a reasonable opportunity, at Buyer’s expense, to segregate and remove such books and records as Buyer may select.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sirva Inc)

Access to Records after Closing. ( ) For a period of six five (5) years from and after the Closing Date, Sellers and their Representatives representatives shall have reasonable access to inspect and copy all of the books and records of relating to the Assets, the Liabilities or the Business transferred to Buyer hereunder to the extent that such access may reasonably be required by Sellers in connection with matters relating to or affected by the operations operation of the Assets or the Business prior to the Closing Date. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Sellers shall be solely responsible for any costs or expenses incurred by them pursuant to this Section 12.6. For a period of six years after the Closing Date, If Buyer and its Representatives shall have reasonable access to all of the books and records relating to the Business that Sellers or any of their Affiliates may retain after the Closing Date. Such access shall be afforded by Sellers and their Affiliates upon receipt of reasonable advance notice and during normal business hours. Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 12.6. If Sellers or any of their Affiliates shall desire to dispose of any of such books and records prior to the expiration of such six-five (5) year period, Buyer shall, prior to such disposition, give Sellers a reasonable opportunity, at Sellers' expense, to segregate and remove such books and records as Sellers may select. Sellers shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 6.17. (a) For a period of five (5) years from and after the Closing Date, Buyer and its representatives shall have reasonable access to inspect and copy all books and records relating to the Assets, the Liabilities or the Business that Sellers or any of their affiliates may retain after the Closing Date. Such access shall be afforded by Sellers and their affiliates upon receipt of reasonable advance notice and during normal business hours. If Sellers or any of their affiliates shall desire to dispose of any of such books and records prior to the expiration of such five (5) year period, Sellers shall, prior to such disposition, give Buyer a reasonable opportunity, at Buyer’s 's expense, to segregate and remove such books and records as Buyer may select.. Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 6.17. 17

Appears in 1 contract

Samples: S Asset Purchase Agreement (Triangle Pacific Corp)

Access to Records after Closing. For a the period of six years after the Closing Datesurvival of any indemnification obligations hereunder, Sellers SVPC and their Representatives its representatives shall have reasonable access to all of the books and records of the Business transferred to Buyer hereunder to the extent that such access may reasonably be required by Sellers or the Shareholders in connection with matters relating to or affected by the operations of the Business prior to the Closing DateDate or pursuant to any collections of accounts receivable. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Sellers SVPC shall be solely responsible for any costs or expenses incurred by them it pursuant to this Section 12.69.6. If Buyer shall desire to dispose of any of such books and records prior to the expiration of such period, Buyer shall, prior to such disposition, give SVPC a reasonable opportunity, at SVPC's expense, to segregate and remove such books and records as SVPC may select. For a period of six three (3) years after the Closing Date, Buyer and its Representatives representatives shall have reasonable access to all of the books and records relating to the Business that Sellers or any of their Affiliates which SVPC may retain after the Closing Date. Such access shall be afforded by Sellers SVPC and their its respective Affiliates upon receipt of reasonable advance notice and during normal business hours. Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 12.69.6. If Sellers SVPC or any of their its Affiliates shall desire to dispose of any of such books and records prior to the expiration of such six-three (3) year period, Sellers such party shall, prior to such disposition, give Buyer a reasonable opportunity, at Buyer’s 's expense, to segregate and remove such books and records as Buyer may select.

Appears in 1 contract

Samples: Asset Purchase Agreement (Circuit Systems Inc)

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