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.
After the Closing Date. This agreement may be terminated after the Closing only as follows:
After the Closing Date. Buyer and Seller shall provide each other, and the Buyer shall cause the Company to provide Seller, with such cooperation and information relating to the Company as either party reasonably may request in filing any Return (or amended Return) or refund claim, determining any Tax liability or a right to a refund, conducting or defending any audit or other proceeding in respect of Taxes or effectuating the terms of this Agreement. The parties shall retain, and Buyer shall cause the Company to retain, all Returns, schedules, work papers and other material documents relating thereto, until the expiration of any relevant statute of limitations (and, to the extent notified by any party, any extensions thereof) and, unless such Returns and other documents are offered and delivered to Seller or Buyer, as applicable, until the final determination of any Tax in respect of such years. Any information obtained under this Section 7.5 shall be kept confidential, except as may be otherwise necessary in connection with filing any Return (or amended Return) or refund claim, determining any Tax liability or a right to a refund, conducting or defending any audit or other proceeding in respect of Taxes or otherwise effectuating the terms of this Agreement. Notwithstanding the foregoing, neither Seller nor Buyer, nor any of their Affiliates, shall be required unreasonably to prepare any document, or determine any information not then in its possession, in response to a request under this Section 7.5(e).
After the Closing Date. Seller shall and shall cause its Affiliates to take such additional actions and execute any such additional documents and instruments as may be reasonably necessary to fully vest Seller's ownership, rights and privileges in the Purchased Assets in Buyer. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer of any Purchased Asset is prohibited by any applicable Law or would require any Governmental Entity or other third party authorizations, approvals, consents or waivers and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing and Buyer shall have waived the applicable condition to Closing with respect to such item(s), this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, thereof. Following the Closing, the parties shall use reasonable efforts and shall cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits and liabilities of use of such Purchased Asset. Once such authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of a Purchased Asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained, Seller shall and shall cause its Affiliates to promptly assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, such Purchased Asset to Buyer for no additional consideration. To the extent that any such Purchased Asset cannot be transferred or the full benefits and liabilities of use of any such Purchased Asset cannot be provided to Buyer following the Closing pursuant to this Section 6.11, then Buyer and Seller shall enter into such arrangements (including subleasing or subcontracting if permitted) designed to provide to Buyer the economic and operational equivalent of obtaining such authorization, approval, consent or waiver and the performance by Buyer of the obligations thereunder to the extent permitted by Law.
After the Closing Date. Seller and Seller's Principals shall jointly and severally indemnify, defend and hold Buyer and its parent, directors, officers, trustees, employees, agents and affiliates (the "BUYER'S INDEMNITIES") harmless from and against any and all loss, damage, claim, obligation, assessment, cost, liability, and expense (including, without limitation, reasonable attorneys' fees and costs and expenses incurred in investigating, preparing, defending against or prosecuting any litigation or claim, action, suit, proceeding or demand), of any kind or character (a "LOSS"), incurred, suffered, sustained or required to be paid by any one of them to the extent resulting from:
(i) any breach of the representations and warranties made by Seller in or pursuant to this Agreement or any of the Acquisition Agreements; or
(ii) the failure by Seller to perform or observe any of the covenants and agreements to be performed or observed by Seller pursuant to this Agreement or any of the Acquisition Agreements; or
(iii) any and all obligations of Seller, including, but not limited to, Seller's obligations to its Contractors, investors, shareholders, creditors and any other third parties, except for (A) obligations under the Assumed Contracts arising after the Closing Date, and (b) other obligations expressly assumed or required to be assumed by Buyer under this Agreement or the Acquisition Agreements; or
(iv) any and all obligations to Powerhouse or its affiliates, including, but not limited to any obligations arising from or related to the Powerhouse Agreement or the termination of the Powerhouse Agreement; or
(v) any and all liability with respect to the litigation indicated on Schedule 5(f) hereof.
After the Closing Date. Seller and PDK shall, and shall cause each of their Affiliates to, (i) continue to maintain the confidentiality of all information, documents and materials relating to the Business or relating to Buyer, Nutraceutical International Corporation or any of its Subsidiaries which has been disclosed to any of them (including, without limitation, the terms of this Agreement and the other agreements contemplated hereby), except to the extent disclosure of any such information is required by law or the rule or regulation of any securities exchange, is made in connection with any investigation or inquiry by the FDA, the FTC or Other Authorities, or authorized by Buyer or reasonably occurs in connection with disputes over the terms of this Agreement and (ii) except with respect to this Agreement and the other agreements contemplated hereby, Seller, PDK and their Affiliates shall immediately return all such information, documents and materials to Buyer. After the Closing, Buyer shall, and shall cause each of its Affiliate to, (i) continue to maintain the confidentiality of all information, documents and materials relating to Seller (other than to the extent relating to the Business) or PDK which has been disclosed to any of them, except to the extent disclosure of any such information is required by law or the rule or regulation of any securities exchange, is made in connection with any investigation or inquiry by the FDA, the FTC or Other Authorities, or authorized by Seller or reasonably occurs in connection with disputes over the terms of this Agreement and (ii) except with respect to this Agreement and the other agreements contemplated hereby, immediately return all such information, documents and materials to Seller. In the event that any party reasonably believes after consultation with counsel that it is required by law to disclose any confidential information described in this Section 8.14 the disclosing party will (a) provide the other party with prompt notice before such disclosure in order that any party may attempt to obtain a protective order or other assurance that confidential treatment will be accorded such confidential information and (b) cooperate with the other party in attempting to obtain such order or assurance. The preceding sentence shall not apply to any disclosures made by Buyer to the FDA, the FTC or Other Authorities in response to or in connection with any investigation or inquiry to the extent that Buyer reasonably determines that notifyi...
After the Closing Date. Buyer shall cause the Company to grant to all individuals who are, as of the Closing Date, employees of the Company or any of its Subsidiaries credit for all service with the Company, any of its present and former subsidiaries, any other affiliate of the Company and their respective predecessors (collectively, the "TM Affiliated Group") prior to the Closing Date for all purposes for which service is recognized under each Company Benefit Plan, but only to the extent that the terms of such Company Benefit Plan require the crediting of such service as of the Closing Date. Benefit plans which provide medical, dental or life insurance benefits after the Closing Date to any individual who is an active or former employee of the TM Affiliated Group as of the Closing Date (an "Employee") or a dependent of an Employee (a "Dependent") shall, with respect to such individuals, waive any waiting periods and any pre-existing conditions and actively-at-work exclusions to the extent so waived under present policy and shall provide that any expenses incurred on or before the Closing Date by such individuals shall be taken into account under such plans for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions to the extent taken into account under present policy. Without limiting the generality of any other provision of this Agreement, after the Closing Date Buyer shall cause the Company and the Subsidiaries to honor and fully perform all the obligations under (i) all written Commitments with any Employee; and (ii) all Company Benefit Plans. After the Closing Date, the Company Benefit Plans shall not be terminated or amended in any manner that would adversely affect the rights, benefits or protections provided thereunder to any Employee or Dependent which have accrued or have been earned prior to the Closing Date, provided that nothing herein shall prevent or restrict the Company from terminating any Company Benefit Plan at any time or from amending or otherwise modifying the terms of such Company Benefit Plan with respect to benefits accrued or amounts earned after the Closing Date.
After the Closing Date. Seller Parent shall promptly and shall cause its Affiliates promptly to, and Buyer shall promptly and shall cause Recap Co and the Recap Subsidiaries promptly to, take such additional actions and execute any such additional documents and instruments as may be reasonably necessary (i) to effectuate the transactions contemplated by this Agreement, including to fully vest good and valid title to all of the CRL Business Assets in Recap Subco and the Recap Subsidiaries, as applicable, and to fully vest good and valid title in the Excluded Assets in Seller Parent or its Affiliates free and clear of all liens, claims or other encumbrances except Permitted Encumbrances, and (ii) to cause Seller Parent or its Affiliates to retain or assume any Excluded Liabilities not retained or assumed by Seller Parent or an Affiliate prior to or on the Closing Date, or to cause Recap Subco or any Recap Subsidiary to assume any Assumed Liability not assumed by it prior to or on the Closing Date. Prior to and after the Closing Date, Seller Parent agrees to assist Buyer in any reasonable manner requested, and without unreasonable delay, in the preparation of financial statements of the CRL Business, including the interim unaudited financial statements at and for the three months ended March 27, 1999 and at and for nine months ended September 25, 1999, including so that such financial statements can be presented in conformity with the accounting rules of Regulation S-X under the Securities Act of 1933, as amended; provided however, that Buyer shall bear any out-of-pocket costs and expenses incurred by Seller Parent or any of its Affiliates in connection with providing such assistance.
After the Closing Date. Buyer and Seller shall make available to the other, as reasonably requested, all information, records or documents relating to tax liabilities or potential tax liabilities of the Company for all periods prior to or including the Closing Date and shall preserve all such information, records and documents until the expiration of any applicable statute of limitations or extensions thereof. Buyer shall prepare and provide to Seller such federal, state, local and foreign tax information packages as Seller shall request for the use of Seller in preparing any tax return that relates to the Company. Such tax information packages shall be completed by Buyer and provided to Seller within 30 days after request therefor. Notwithstanding any other provisions hereof, each party shall bear its own expenses in complying with the foregoing provisions.
After the Closing Date. Seller and Buyer shall make available to the other, free of charge, cost or expense and as reasonably requested, all information, records or documents reasonably relevant to Tax liabilities or potential Tax liabilities of the Company or the Subsidiaries for all periods prior to or including the Closing Date (or any matter, transaction or event occurring on or before the Closing Date that may affect such a Tax liability) and each such person shall preserve all such available information, records and documents until the expiration of any applicable statute of limitations or extensions thereof. Each such person shall provide, free of charge, cost or expense, the other(s) with all available information and documentation reasonably necessary to comply with all Tax audit information requests or inquiries made of any such periods relevant to such Tax liabilities or potential Tax liabilities (or any matter, transaction or event occurring on or before the Closing date that reasonably may affect such a Tax liability). Any information obtained pursuant to this Section 13.7 shall be held in strict confidence and shall be used solely in connection with the reason for which it was requested.
