Assistance with Records. Purchaser, shall make available to Sellers, consistent with the business requirements of the Company, (i) the Company's personnel to assist Seller in locating and obtaining records and files maintained by the Company, and (ii) any of the Company's personnel whose assistance or participation is reasonably required by Sellers in anticipation of, or preparation for, any existing or future litigation, tax or other matters in which Sellers or any of their past, present or future affiliates are involved and which related to the business of the Company.
Assistance with Records. From and after the Closing Date, Sellers shall make available to Buyer, upon written request, (i) personnel of Sellers to assist Buyer in locating and obtaining records and files maintained by Sellers, and (ii) any of the personnel of Sellers, whose assistance or participation is reasonably required by Buyer in anticipation of, or preparation for, any existing or future third party actions, Tax or other matters in which the Company or any of its past, present or future affiliates is involved and which relate to the business of the Company, and Buyer and the Company shall reimburse Sellers for all costs and expenses thereafter.
Assistance with Records. From and after the Closing Date, the Shareholder shall make available to Buyer, upon written request, to the extent reasonably available (i) personnel of the Shareholder to assist Buyer in locating and obtaining records and files maintained by the Shareholder, and (ii) any personnel of Shareholder, whose assistance or participation is reasonably required by Buyer in anticipation of, or preparation for, any existing or future third party actions, Tax or other matters in which the Company or any of its past, present or future Affiliates is involved and which relate to the business of the Company.
Assistance with Records. From and after the Closing Date, Sellers shall make available to Buyer, upon written request, (i) personnel of Sellers to assist Buyer in locating and obtaining records and files relating to Check Solutions, if any, maintained by Sellers, and (ii) any of the personnel of Sellers, whose assistance or participation is reasonably required by Buyer in anticipation of, or preparation for, any existing or future third party actions, Tax or other matters in which Sellers or any of their past or present Affiliates is involved and which relate to the business of Check Solutions.
Assistance with Records. From and after the Effective Time, Target and Acquisition Parent shall make available to one another, upon written request, (i) its personnel to assist in locating and obtaining records and files maintained by Target and Acquisition Parent, as the case may be, and (ii) any of its personnel, whose assistance or participation is reasonably required in anticipation of, or preparation for, any existing or future third party actions, Tax or other matters in which Target or Acquisition Parent or any of its past, present or future affiliates is involved and which relate to the business of Target or Acquisition Parent, as the case may be.
Assistance with Records. From and after the Closing Date, Shareholder shall make Shareholder be available to Buyer, upon written request, to the extent reasonable to assist Buyer in locating and obtaining records and files maintained by Shareholder and for assistance or participation as is reasonably required by Buyer in anticipation of, or preparation for, any existing or future third party actions, tax or other matters in which the Company or any of its past, present or future Affiliates is involved and which relate to the business of the Company, including without limitation, assisting Buyer in the conversion of Company data from the Company's or Shareholder's computer systems to Buyer's computer systems.
Assistance with Records. After the Closing Date, for a period of seven (7) years following the Closing Date: (i) the Seller shall make available to the Buyer, upon reasonable advance written request, and at reasonable times, at the Buyer's expense: (x) employees, agents or advisors of the Seller to assist the Buyer in locating and obtaining records and files maintained by the Seller and (y) any of the employees, agents or advisors of the Seller whose assistance or participation is reasonably required by the Buyer in anticipation of, or preparation for, any existing or future third party actions, Tax or other matters in which the Business is involved and which relates to the Business or the Acquired Assets; and (ii) the Buyer shall make available to the Seller, upon reasonable advance written request, and at reasonable times, at the Seller's expense: (x) employees, agents or advisors of the Buyer to assist the Seller in locating and obtaining records and files maintained by the Buyer and (y) any of the employees, agents or advisors of the Buyer whose assistance or participation is reasonably required by the Seller in anticipation of, or preparation for, any existing or future third party actions, Tax or other matters in which the Business is involved and which relates to the Business.
Assistance with Records. At the Closing, Sellers shall, and shall cause their respective Affiliates to, provide Purchasers in electronic format with all information and data relating to the Business and the Purchased Assets that are necessary to continue operation of the Business after the Closing, including personnel and employee benefit records (to the extent permitted by Applicable Law), accounting reports and records, Tax Returns and other associated files related to Taxes, audit files and correspondence, and litigation files and records. From time to time after the Closing, Sellers and Purchasers shall each cause their appropriate Representatives to provide the other party with (i) information and data (including work papers) reasonably requested by such requesting party in connection with its current or former operation of the Business, including personnel and employee benefit records (to the extent permitted by Applicable Law), or to prepare all accounting and related reports and all Tax Returns with respect to the Business; and (ii) assistance as may be reasonably requested by such requesting party in connection with its current or former operation of the Business or any third party claims or litigation (including any audit or other examination by any Taxing authority or any judicial or administrative proceedings relating to any party's liability for Taxes) relating to the Business. Notwithstanding the foregoing, Sellers' obligation pursuant to this Section 4.4 shall be subject at all times to (i) compliance with Applicable Laws protecting the privacy of employees and personnel files; and (ii) appropriate limitations on the disclosure of information to maintain the attorney-client privilege.
Assistance with Records. Each Party shall and shall cause its Affiliates to make available on a reasonable basis to the other Party and its Representatives, (i) the personnel of such Party to assist the other party and its Representatives in locating and obtaining material records and files maintained by such Party, and (ii) any of the personnel of such Party whose assistance or participation is reasonably required by the other Party or its Representatives in preparation for or participation in any existing or future Proceeding or Tax or accounting matter in which such Party or any of its past, present or future Affiliates are involved and which, in each case, are related to the Business and/or the Companies; provided, however, that any such availability shall not interfere unreasonably with regular employment duties of such personnel. Notwithstanding the foregoing, the provisions of this Section 9.2(c) shall not apply to Proceedings brought by one Party (or its Affiliates) against another Party (or its Affiliates), except with respect to Third-Party Claims for which one Party (or its Affiliates) has brought a Proceeding against another Party (or its Affiliates) pursuant to Article X.
Assistance with Records. At or prior to the Closing, Seller shall provide Purchaser in electronic format with all information and data regarding the Business and the Target Assets that are necessary to continue operation of the Business after the Closing, including personnel and employee benefit records, accounting reports and records, Tax returns and files, audit files and correspondence, and litigation files and records. From time to time after the Closing, Seller and Purchaser each shall cause their respective employees and representatives to provide the other party with (i) information and data (including work papers) reasonably requested by such requesting party which is necessary to the requesting party in connection with its current or former operation of the Business, or for the purpose of making or reviewing Working Capital calculations, or for responding to any Third Party Claims, including but not limited to personnel and employee benefit records, or to prepare all accounting and related reports and all Tax returns with respect to the Business, and (ii) assistance as may be reasonably requested by Purchaser or the Subsidiaries in connection with its current or former operation of the Business or any third party claims or litigation (including any audit or other examination by any Taxing authority or any judicial or administrative proceedings relating to any party’s Liability for Taxes) with respect to the Business.
