Books and Records; Personnel. For a period of six years after ---------------------------- the Closing Date (or such longer period as may be required by any governmental body or ongoing legal proceeding): (a) Purchaser shall not dispose of or destroy any of the business records and files of the Business. If Purchaser wishes to dispose of or destroy such records and files after that time, it shall first give 30 days' prior written notice to Seller and Seller shall have the right, at its option and expense, upon prior written notice to Purchaser, within such 30 day period, to take possession of the records and files within 60 days after the date of the Seller's notice. (b) Purchaser shall allow Seller and any of its directors, officers, employees, counsel, representatives, accountants and auditors (collectively, the "Seller Representatives") access to all business records and files of the Business which are transferred to it in connection herewith, which are reasonably required by such party in anticipation of, or preparation for, any existing or future litigation, arbitration, administrative proceeding or tax return preparation during regular business hours and upon reasonable notice at Purchaser's principal place of business or at any location where such records are stored, and Seller shall have the right, at its own expense, to make copies of any such records and files; provided, however, that any such access or -------- ------- copying shall be had or done in such a manner so as not to unreasonably interfere with the normal conduct of Purchaser's business or operations. (c) Purchaser shall make available to Seller or the Seller Representatives, upon written request and at Seller's expense (i) personnel to assist Seller in locating and obtaining records and files maintained by Purchaser and (ii) any of the personnel previously in Seller's employ whose assistance or participation is reasonably required by Seller in anticipation of, or preparation for, existing or future litigation, arbitration or administrative proceeding, tax return preparation or other matters in which Seller or any of its Affiliates is involved and which is related to any of the Business; provided, however, that any such access to personnel shall be had in such a -------- ------- manner so as not to unreasonably interfere with the normal conduct of Purchaser's business or operations. (d) Seller shall allow Purchaser or any of its directors, officers, employees, counsel, representatives, accountants and auditors (the "Purchaser Representatives") access to all business records and files of the Business retained by Seller, which are reasonably required by such party in anticipation of, or preparation for, any existing or future litigation, 50 arbitration, administrative proceeding or tax return preparation during regular business hours and upon reasonable notice at Seller's principal place of business or at any location where such records are stored, and Purchaser shall have the right, at its own expense, to make copies of any such records and files; provided, however, that any such access or copying shall be had or done -------- ------- in such a manner so as not to unreasonably interfere with the normal conduct of the Seller's business or operations. (e) Seller shall make available to Purchaser or the Purchaser Representatives, upon written request and at Purchaser's expense (i) personnel to assist Purchaser in locating and obtaining records and files maintained by Seller and (ii) any other personnel whose assistance or participation is reasonably required by Purchaser in anticipation of, or preparation for, existing or future litigation, arbitration or administrative proceeding, tax return preparation or other matters in which Purchaser or any of its respective Affiliates is involved and which is related to any of the Business; provided, -------- however, that any such access to personnel shall be had or done in such a manner ------- so as not to unreasonably interfere with the normal conduct of the Seller's business or operations.
Appears in 1 contract
Books and Records; Personnel. For a period of six years after ---------------------------- the Closing Date (or such longer period as may be required by any governmental body or ongoing legal proceeding):
(a) The Purchaser shall not dispose of or destroy any of the business records and or files of the BusinessBusiness created prior to the Closing until after the second anniversary of the Closing Date. If Thereafter, if the Purchaser wishes to dispose of or destroy such any of the business records and or files after that timeof the Business created prior to the Closing, it shall first give 30 sixty (60) days' prior written notice to Seller Intellisys and Seller Intellisys shall have the right, at its option and expense, upon prior written notice to Purchaser, the Purchaser within such 30 60-day period, to take possession of the such records and files within 60 ninety (90) days after the date of the Seller's noticenotice from Intellisys.
(b) The Purchaser shall allow Seller the Sellers and any of its their respective directors, officers, employees, counsel, representatives, accountants and auditors (collectively, the "Seller Sellers Representatives") reasonable access to all business records and files of the Sellers or the Business which that are transferred to it in connection herewith, which are reasonably required by such party in anticipation ofconnection with the Sellers' rights and obligations as the former owner of the Assets, or preparation for, any existing or future litigation, arbitration, administrative proceeding or tax return preparation during regular business hours and upon reasonable notice at the Purchaser's principal place of business or at any location where such records are stored, and Seller the Sellers Representatives shall have the right, at its own expense, right to make copies (at Sellers' expense) of any such records and filesfiles to the extent such records and files relate to pre-Closing periods; provided, however, that any such access or -------- ------- copying shall be had or done in such a manner so as not to unreasonably interfere with the normal conduct of the Purchaser's business or operations.
(c) From the Closing Date through the date the Chapter 11 Cases are closed, the Purchaser shall make available give to Seller or the Seller Sellers Representatives, their counsel, financial advisors, auditors and other authorized representatives full access (during normal business hours and upon written request reasonable notice) to the books and at Seller's expense (i) personnel to assist Seller in locating and obtaining records and files maintained by Purchaser and (ii) any of the personnel previously in Seller's employ whose assistance or participation is reasonably required by Seller in anticipation ofBusiness to the extent such books and records relate to pre-Closing periods, or preparation forand will furnish to the Sellers Representatives, existing or future litigationtheir counsel, arbitration or administrative proceedingfinancial advisors, tax return preparation or auditors and other matters in which Seller or any of its Affiliates is involved authorized representatives such financial, operating and which is property-related data and other information relating to any the Business, and relating solely to pre-Closing periods, as may be necessary for administration of the Business; provided, however, that any such access to personnel shall be had in such a -------- ------- manner so as not to unreasonably interfere with the normal conduct of Purchaser's business or operationsChapter 11 Cases.
(d) Seller From the Closing Date, the Sellers shall allow the Purchaser or and any of its directors, officers, employees, counsel, representatives, accountants and auditors (the "Purchaser Representatives") reasonable access to all business the Sellers' corporate records and files of the Business retained by Seller, which are reasonably required by such party in anticipation of, or preparation for, any existing or future litigation, 50 arbitration, administrative proceeding or tax return preparation Taxes during regular business hours and upon reasonable notice at Seller's the Sellers' principal place places of business or at any location where such records are stored, and such representatives of the Purchaser shall have the right, at its own expense, right to make copies of any such records and files; provided, however, that any such access or copying shall be had not include records or done -------- ------- in such files subject to the attorney-client privilege but only to the extent that the privilege relates to a manner so as not to unreasonably interfere with cause of action or lawsuit included within the normal conduct of the Seller's business or operations.
(e) Seller shall make available to Purchaser or the Purchaser Representatives, upon written request Excluded Assets and at Purchaser's expense (i) personnel to assist Purchaser in locating and obtaining records and files maintained by Seller and (ii) any other personnel whose assistance or participation is reasonably required by Purchaser in anticipation of, or preparation for, existing or future litigation, arbitration or administrative proceeding, tax return preparation or other matters in which Purchaser or any of its respective Affiliates is involved and which is related to any of the Business; provided, -------- however, that any such access to personnel shall be had or done in such a manner ------- so as not to unreasonably interfere with the normal conduct of the Seller's Sellers' business or operations.
Appears in 1 contract
Samples: Asset Purchase Agreement (McSi Inc)
Books and Records; Personnel. For a period of six three years after the ---------------------------- the Closing Date (or such longer period as may be required by any governmental body Governmental Body or ongoing legal proceedingLegal Proceeding):
(a) Purchaser shall not dispose of or destroy any of the business records and files of the Business. If Purchaser wishes to dispose of or destroy such records and files after that time, it shall first give 30 days' prior written notice to Seller the Sellers and Seller the Sellers shall have the right, at its their option and expense, upon prior written notice to Purchaser, Purchaser within such 30 day period, to take possession of the records and files within 60 days after the date of the Seller's notice.Sellers' notice to Purchaser;
(b) Purchaser shall allow Seller the Sellers and any of its directors, officers, employees, counsel, representatives, accountants and auditors (collectively, the "Seller Representatives") representatives access to all business records and files of the Business which are transferred to it Purchaser in connection herewith, which are reasonably required by such party in anticipation of, or preparation for, any existing or future litigation, arbitration, administrative proceeding or tax return preparation during regular business hours and upon reasonable notice at Purchaser's principal place of business or at any location where such records are stored, and Seller the Sellers shall have the right, at its own expense, to make copies of any such records and files; provided, however, that -------- any such access or -------- ------- copying shall be had or done in such a manner so as not to unreasonably interfere with the normal conduct of Purchaser's business or operations.. To the extent commercially practicable, Purchaser shall send copies of such business records and files to the Sellers, at the expense of Purchaser, by overnight courier or other delivery service, as reasonably requested by the Sellers; and
(c) Purchaser shall make available to Seller or the Seller RepresentativesSellers, upon written request and at Seller's expense (i) Purchaser's personnel to assist Seller the Sellers in locating and obtaining records and files maintained by Purchaser and (ii) any of the Purchaser's personnel previously in Seller's the Sellers' employ whose assistance or participation is reasonably required by Seller the Sellers in anticipation of, or preparation for, existing or future litigation, arbitration or arbitration, administrative proceeding, tax return preparation or other matters in which Seller the Sellers or any of its Affiliates affiliates is involved and which is related to any of the Business; provided, however, that any such access to personnel shall be had in such a -------- ------- manner so as not to unreasonably interfere with the normal conduct of Purchaser's business or operations.
(d) Seller shall allow Purchaser or any of its directors, officers, employees, counsel, representatives, accountants and auditors (the "Purchaser Representatives") access to all business records and files of the Business retained by Seller, which are reasonably required by such party in anticipation of, or preparation for, any existing or future litigation, 50 arbitration, administrative proceeding or tax return preparation during regular business hours and upon reasonable notice at Seller's principal place of business or at any location where such records are stored, and Purchaser shall have the right, at its own expense, to make copies of any such records and files; provided, however, that any such access or copying shall be had or done -------- ------- in such a manner so as not to unreasonably interfere with the normal conduct of the Seller's business or operations.
(e) Seller Sellers shall make available to Purchaser or the Purchaser RepresentativesPurchaser, upon written request and at Purchaser's expense Sellers' personnel (i) personnel to assist the Purchaser in locating and obtaining records and files maintained by Seller Sellers and (ii) any other personnel whose assistance or participation is reasonably required by the Purchaser in anticipation of, or preparation for, existing or future litigation, arbitration or arbitration, administrative proceeding, tax return preparation or other matters in which the Purchaser or any of its respective Affiliates affiliates is involved and which is related to any the Business.
(e) At the written request of Sellers, Purchaser shall produce and make available to Sellers on a timely basis (i) computer reports related to the Business which are necessary for the preparation of Sellers' Tax Returns and (ii) computer reports related to the Business that may be needed from time to time in connection with the audits of the Business; provided, -------- however, that any such access to personnel shall be had or done in such a manner ------- so as not to unreasonably interfere with the normal conduct of the Seller's business or operationsSellers' tax returns.
Appears in 1 contract
Samples: Asset Purchase Agreement (Imperial Credit Industries Inc)
Books and Records; Personnel. For a period of six (6) years after ---------------------------- the Closing Date (or such longer period as may be required by any governmental body Governmental Body or ongoing legal proceedingLegal Proceeding):
(a) Purchaser Neither party hereto shall not dispose of or destroy any of the business records and files of relating to the Business. If Purchaser either party wishes to dispose of or destroy such records and files after that time, it shall first give 30 thirty (30) days' prior written notice to Seller the other party and Seller such other party shall have the right, at its option and expense, upon prior written notice to Purchaser, the first party within such 30 thirty (30) day period, to take possession of the records and files within 60 sixty (60) days after the date of such other party's notice to the Seller's noticefirst party.
(b) Purchaser Each party hereto shall allow Seller the other party and any of its directors, officers, employees, counsel, representatives, accountants and auditors (collectively, the "Seller Representatives") Representatives access to all business records and files of relating to the Business which are transferred to it in connection herewithBusiness, which are reasonably required by such party in anticipation of, or preparation for, any existing or future litigation, arbitration, administrative proceeding or tax return preparation during regular business hours and upon reasonable notice at the Purchaser's or the Seller's, as the case may be, principal place of business or at any location where such records are stored, and Seller shall have the right, at its own expense, to make copies of any such records and files; provided, however, that any such access or -------- ------- copying shall be had or done in such a manner so as not to unreasonably interfere with the normal conduct of Purchaser's business or operations.
(c) Purchaser shall make available to Seller or the Seller Representatives, upon written request and at Seller's expense (i) personnel to assist Seller in locating and obtaining records and files maintained by Purchaser and (ii) any of the personnel previously in Seller's employ whose assistance or participation is reasonably required by Seller in anticipation of, or preparation for, existing or future litigation, arbitration or administrative proceeding, tax return preparation or other matters in which Seller or any of its Affiliates is involved and which is related to any of the Business; provided, however, that any such access to personnel shall be had in such a -------- ------- manner so as not to unreasonably interfere with the normal conduct of Purchaser's business or operations.
(d) Seller shall allow Purchaser or any of its directors, officers, employees, counsel, representatives, accountants and auditors (the "Purchaser Representatives") access to all business records and files of the Business retained by Seller, which are reasonably required by such each party in anticipation of, or preparation for, any existing or future litigation, 50 arbitration, administrative proceeding or tax return preparation during regular business hours and upon reasonable notice at Seller's principal place of business or at any location where such records are stored, and Purchaser shall have the right, at its own expense, to make copies of any such records and files; provided, however, that any such access or copying shall be had or done -------- ------- in such a manner so as not to unreasonably interfere with the normal conduct of the Purchaser's or the Seller's 's, as the case may be, business or operations.
(ec) Seller Each party hereto shall make available to Purchaser or the Purchaser Representativesother party, upon written request and at Purchasersuch other party's expense (i) personnel to assist Purchaser the other party in locating and obtaining records and files maintained by Seller such first party and (ii) as regards the Purchaser, any other of the Purchaser's personnel previously in the Seller's employ whose assistance or participation is reasonably required by Purchaser the Seller in anticipation of, or preparation for, existing or future litigation, arbitration or arbitration, administrative proceeding, tax return preparation or other matters in which Purchaser the Seller or any of its respective Affiliates affiliates is involved and which is related to the Business.
(d) Each party hereto hereby agrees to keep the information given to it by the other party pursuant to this Section 11.4 confidential and will not (except as required by applicable law, regulation or legal process, and only after compliance with this Section 11.4(d)), without the other party's prior written consent, disclose any such information to any third party other than such first party's attorneys, accountants, other representatives or agents (collectively, the "Representatives") who need to know such information for reasonable business purposes of such first party; provided, however, that such first party shall be responsible for any such person's maintaining the confidentiality of such information. In the event that such first party or any of the BusinessRepresentatives are requested pursuant to, or required by, applicable law, regulation or legal process to disclose any of such information, such first party will notify the other party promptly thereof so that the other party may seek a protective order or other appropriate remedy or, in the other party's sole discretion, waive compliance with the terms of this Section 11.4(d); provided, -------- however, that any in the event that no such access to personnel shall be had protective order or done in such a manner ------- so as not to unreasonably interfere other remedy is obtained, or that the other party waives compliance with the normal conduct terms of this Section 11.4(d), the Seller's business or operationsfirst party will furnish only the portion of such information which the first party is advised by counsel is legally required and will exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information.
Appears in 1 contract
Books and Records; Personnel. For a period of six seven (7) years after ---------------------------- from the Closing Date (or such longer period as may be required by any governmental body or ongoing legal proceeding):Date:
(a) Purchaser shall not dispose of or destroy any of the business records Books and files of the Business. If Purchaser wishes Records that may be relevant to dispose of or destroy such records and files after that timeBayer without first offering to turn over possession thereof to Bayer, it shall first give 30 days' prior at Bayer's cost, by written notice to Seller and Seller shall have Bayer at least thirty (30) days prior to the right, at its option and expense, upon prior written notice to Purchaser, within such 30 day period, to take possession of the records and files within 60 days after the proposed date of the Seller's noticesuch disposition or destruction.
(b) Purchaser shall allow Seller Bayer and any of its directors, officers, employees, counsel, representatives, accountants and auditors (collectively, the "Seller Representatives") agents reasonable access to all business records Books and files of the Business which are transferred to it Records in connection herewith, which are reasonably required by such party in anticipation of, or preparation for, any existing or future litigation, arbitration, administrative proceeding or tax return preparation during regular business hours and upon reasonable notice at Purchaser's possession and not in Bayer's possession upon prior written notice during normal working hours at the principal place of business of the Business or at any location where such records any Books and Records are stored, and Seller Bayer shall have the right, at its own expense, to make copies of any such records Books and files; provided, however, that any such access or -------- ------- copying shall be had or done in such a manner so as not to unreasonably interfere with the normal conduct of Purchaser's business or operations.
(c) Purchaser shall make available to Seller or the Seller Representatives, upon written request and at Seller's expense (i) personnel to assist Seller in locating and obtaining records and files maintained by Purchaser and (ii) any of the personnel previously in Seller's employ whose assistance or participation is reasonably required by Seller in anticipation of, or preparation for, existing or future litigation, arbitration or administrative proceeding, tax return preparation or other matters in which Seller or any of its Affiliates is involved and which is related to any of the Business; provided, however, that any such access to personnel shall be had in such a -------- ------- manner so as not to unreasonably interfere with the normal conduct of Purchaser's business or operations.
(d) Seller shall allow Purchaser or any of its directors, officers, employees, counsel, representatives, accountants and auditors (the "Purchaser Representatives") access to all business records and files of the Business retained by Seller, which are reasonably required by such party in anticipation of, or preparation for, any existing or future litigation, 50 arbitration, administrative proceeding or tax return preparation during regular business hours and upon reasonable notice at Seller's principal place of business or at any location where such records are stored, and Purchaser shall have the right, at its own expense, to make copies of any such records and filesRecords; provided, however, that any such access or copying shall be had or done -------- ------- in such a manner so as not to unreasonably unduly interfere with the normal conduct of Purchaser's business, and provided further that (i) if disclosure of any information contained in the SellerBooks and Records is compelled by legal process, and such information is not publicly available and disclosure thereof would adversely affect Purchaser, Purchaser shall have the right to contest the disclosure of such information (which it shall do promptly and with diligence or it shall forfeit such right) and shall indemnify Bayer and its Affiliates and hold them harmless against any Losses incurred by any of them by reason of the non-disclosure of such information, and (ii) if disclosure of any such information is not compelled by legal process, Purchaser shall first have the opportunity to require Bayer not to disclose such information by agreeing in writing, in form and substance reasonably satisfactory to Bayer, to assume any liability occasioning Bayer's business request or operationsotherwise to indemnify Bayer and its Affiliates and hold them harmless against any Losses incurred by any of them by reason of such non-disclosure.
(ec) Seller Purchaser shall make available to Purchaser or the Purchaser Representatives, Bayer upon written request and at Purchaser's expense (i) copies of any Books and Records, (ii) Purchaser's personnel to assist Purchaser Bayer in locating and obtaining records any Books and files maintained by Seller Records, and (iiiii) any other of Purchaser's personnel whose assistance or participation is reasonably required by Purchaser Bayer or any of its Affiliates in anticipation of, or preparation for, existing or future litigation, arbitration or administrative proceeding, tax return preparation Litigation or other matters in which Purchaser Bayer or any of its respective Affiliates is involved and which is related to involved. In addition, Purchaser shall otherwise cooperate with any reasonable request of Bayer in connection with the performance, defense or discharge of the Business; provided, -------- however, that any such access to personnel Retained Liabilities. Bayer shall be had or done reimburse Purchaser for the reasonable out-of-pocket expenses incurred by it in such a manner ------- so as not to unreasonably interfere with performing the normal conduct of the Seller's business or operationscovenants contained in this Section 6.2(c).
Appears in 1 contract
Books and Records; Personnel. For a period ending upon the earlier of six years after ---------------------------- (i) the seventh (7th) anniversary of the Closing Date (or such longer period later date as may be required by any governmental or regulatory body or authority or ongoing legal proceeding):Legal Proceeding) and (ii) the closure of the Chapter 11 Case:
(a) Unless the Purchaser shall first give 60 days prior written notice to Sellers, the Purchaser shall not dispose of or destroy any of the business records and files of the BusinessBusiness other than in connection with a sale or other disposition of the Business or any portion thereof. If the Purchaser wishes to dispose of or destroy such records and files after that time, it shall first give 30 days' sixty (60) days prior written notice to Seller the Sellers and Seller the Sellers shall have the right, at its their option and expense, upon prior written notice to Purchaser, the Purchaser within such 30 sixty-day period, to take possession of the records and files within 60 ninety (90) days after the date of the Seller's noticenotice from the Sellers. After that time, Purchaser may dispose of or destroy any such records at its discretion.
(b) The Purchaser shall allow Seller the Sellers and any of its their directors, officers, employees, legal counsel, financial advisors, representatives, accountants accountants, and auditors (collectively, the "Seller RepresentativesSELLERS REPRESENTATIVES") access to all business records and files of the Business which Sellers or the Businesses that are transferred to it the Purchaser in connection herewith, which that are reasonably required by such party Seller Representative in the administration of the Chapter 11 Case anticipation of, or preparation for, any existing or future Legal Proceeding involving a Seller, Tax Return preparation, litigation, arbitrationor Excluded Liability, administrative proceeding or tax return preparation during regular business hours and upon reasonable notice at the Purchaser's principal place of business or at any location where such records are stored, and Seller the Sellers Representatives shall have the right, at its own expense, right to make copies of any such records and files; providedPROVIDED, howeverHOWEVER, that any such access or -------- ------- copying shall be had or done in such a manner so as not to unreasonably interfere with the normal conduct of the Purchaser's business or operations.
(c) For a period not to exceed eighteen months, the Purchaser shall make available provide the Sellers Representatives with office space at the place of business where the business records relating to Seller or the Seller RepresentativesAssets are retained from which to conduct and conclude the Chapter 11 Case, upon written request together with access to telephone, telefax, copy and at Seller's expense (i) personnel to assist Seller in locating and obtaining records and files maintained by Purchaser and (ii) any of the personnel previously in Seller's employ whose assistance or participation is reasonably required by Seller in anticipation of, or preparation for, existing or future litigation, arbitration or administrative proceeding, tax return preparation or other matters in which Seller or any of its Affiliates is involved and which is related to any of the Businesssimilar office equipment; provided, however, that any the provision of such access to personnel space and equipment shall be had in such a -------- ------- manner so as not to unreasonably interfere with the normal conduct of Purchaser's business or operations.
(d) Seller shall allow Purchaser or any of its directors, officers, employees, counsel, representatives, accountants and auditors (the "Purchaser Representatives") access to all business records and files of the Business retained by Seller, which are reasonably required by such party in anticipation of, or preparation for, any existing or future litigation, 50 arbitration, administrative proceeding or tax return preparation during regular business hours and upon reasonable notice at Seller's principal place of business or at any location where such records are stored, and Purchaser shall have the right, at its own expense, to make copies of any such records and files; provided, however, that any such access or copying shall be had or done -------- ------- in such a manner so as not to unreasonably interfere with the normal conduct of the SellerPurchaser's business or operations.
(e) Seller shall make available to Purchaser or operations and that the Purchaser Representativescost of such provisions are DE MINIMUS, upon written request and at Purchaser's expense (i) personnel to assist Purchaser in locating and obtaining records and files maintained by Seller and (ii) any other personnel whose assistance or participation is reasonably required as determined by Purchaser in anticipation of, or preparation for, existing or future litigation, arbitration or administrative proceeding, tax return preparation or other matters in which Purchaser or any of its respective Affiliates is involved and which is related to any of the Business; provided, -------- however, that any such access to personnel shall be had or done in such a manner ------- so as not to unreasonably interfere with the normal conduct of the Seller's business or operationsgood faith.
Appears in 1 contract
Samples: Asset Purchase Agreement (GST Telecommunications Inc)
Books and Records; Personnel. (a) Mayflower and the Buyer shall not, Mayflower shall cause the Buyer not to, and the Buyer and Mayflower shall cause the Company and the Subsidiary not to, dispose of or destroy any of the books and records of the Company and the Subsidiary relating to periods prior to the Closing ("BOOKS AND RECORDS").
(b) For a period of six five (5) years after ---------------------------- following the Closing Date (or such longer period as may be required by any governmental body or ongoing legal proceeding):
(a) Purchaser shall not dispose of or destroy any law, the Buyer and Mayflower shall, and each of the business records Buyer and files Mayflower shall cause the Company and the Subsidiary to (i) maintain all Books and Records in the continental United States in a place in which they are easily and reasonably promptly accessible, (ii) allow each of the Business. If Purchaser wishes to dispose of or destroy such records and files after that time, it shall first give 30 days' prior written notice to Seller and Seller each Parent Shareholder and each of their agents access, upon reasonable advance notice, to all Books and Records during normal working hours at the Buyer's or Mayflower's principal place of business or in the United States at any location in the United States where any Books and Records are stored (as permitted hereby) (or, if stored in a warehouse or similar facility (as permitted hereby), at any office location of the Buyer in the United States), and the Seller, Kalamazoo and the Parent Shareholders shall have the right, at its option and expense, upon prior written notice to Purchaser, within such 30 day period, to take possession of the records and files within 60 days after the date of the Seller's notice.
(b) Purchaser shall allow Seller and any of its directors, officers, employees, counsel, representatives, accountants and auditors (collectively, the "Seller Representatives") access to all business records and files of the Business which are transferred to it in connection herewith, which are reasonably required by such party in anticipation of, or preparation for, any existing or future litigation, arbitration, administrative proceeding or tax return preparation during regular business hours and upon reasonable notice at Purchaser's principal place of business or at any location where such records are stored, and Seller shall have the right, at its their own expense, to make copies of any such records Books and filesRecords; providedPROVIDED, howeverHOWEVER, that any such access or -------- ------- copying shall be had or done in such a manner so as not to unreasonably interfere with the normal conduct of Purchaserthe Buyer's business or operationsMayflower's business. After such five (5) year period, the Buyer or Mayflower shall notify the Seller and the Parent Shareholder of their desire to dispose of such Books and Records (at least ninety (90) days prior to such disposal date), in which event the Buyer and Mayflower shall, and Mayflower shall cause the Buyer to, at the Seller's or the Parent Shareholder's request, within 90 days following the date of the receipt of such request, deliver all such Books and Records to the Parent Shareholders.
(c) Purchaser The Buyer and Mayflower shall, Mayflower shall cause the Buyer not to, and the Buyer and Mayflower each shall cause the Company and the Subsidiary to, make available to Seller or the Seller Representatives, and each Parent Shareholder upon written request and at Seller's expense (i) copies of any Books and Records, (ii) the Buyer's, the Company's and the Subsidiary's personnel to assist the Seller and each of the Parent Shareholders in locating and obtaining records any Books and files maintained by Purchaser Records, and (iiiii) any of the Buyer's, the Company's and the Subsidiary's personnel previously in Seller's employ whose assistance or participation is reasonably required by the Seller or any Parent Shareholder or any of their Affiliates in anticipation of, or preparation for, existing or future litigation, arbitration or administrative proceedingLitigation, tax return preparation returns or other matters in which Seller the Seller, any Parent Shareholder or any of its their Affiliates is involved and which is related to involved. The Seller or such Parent Shareholder, as appropriate, shall reimburse the Buyer or the Company for the reasonable out-of-pocket expenses incurred by any of them in performing the Business; provided, however, that any such access to personnel shall be had covenants contained in such a -------- ------- manner so as not to unreasonably interfere with the normal conduct of Purchaser's business or operationsthis Section 6.2(c).
(d) Seller The foregoing provisions of this Section 6.2 shall allow Purchaser or any of its directors, officers, employees, counsel, representatives, accountants and auditors (be in addition to the "Purchaser Representatives") access to all business records and files obligations of the Business retained by Seller, which are reasonably required by such party in anticipation of, or preparation for, any existing or future litigation, 50 arbitration, administrative proceeding or tax return preparation during regular business hours Buyer under Section 7.1(d) hereof and upon reasonable notice at Seller's principal place of business or at any location where such records are stored, and Purchaser shall have the right, at its own expense, to make copies of any such records and files; provided, however, that any such access or copying shall be had or done -------- ------- in such a manner so as not to unreasonably interfere with the normal conduct of the Seller's business or operationsIndemnification Agreement.
(e) Seller shall make available to Purchaser or the Purchaser Representatives, upon written request and at Purchaser's expense (i) personnel to assist Purchaser in locating and obtaining records and files maintained by Seller and (ii) any other personnel whose assistance or participation is reasonably required by Purchaser in anticipation of, or preparation for, existing or future litigation, arbitration or administrative proceeding, tax return preparation or other matters in which Purchaser or any of its respective Affiliates is involved and which is related to any of the Business; provided, -------- however, that any such access to personnel shall be had or done in such a manner ------- so as not to unreasonably interfere with the normal conduct of the Seller's business or operations.
Appears in 1 contract
Books and Records; Personnel. (a) For a period of six seven (7) years after ---------------------------- from the Closing Date, Buyer shall not dispose of or destroy any of the books and records of Sellers relating to periods prior to the Closing ("Books and Records") without first offering (subject to Section 4.7(a) hereof) to turn over possession thereof to Sellers and Parent by written notice to Sellers and Parent at least ninety (90) days prior to the proposed date of such disposition or destruction. Buyer shall at all times maintain the Books and Records in the United States.
(b) For a period of seven (7) years from the Closing Date (or such longer period as may be required by any governmental body or ongoing legal proceeding):
(alaw), subject to Section 4.7(a) Purchaser shall not dispose of or destroy any of the business records and files of the Business. If Purchaser wishes to dispose of or destroy such records and files after that timehereof, it shall first give 30 days' prior written notice to Seller and Seller shall have the right, at its option and expense, upon prior written notice to Purchaser, within such 30 day period, to take possession of the records and files within 60 days after the date of the Seller's notice.
(b) Purchaser Buyer shall allow Seller Sellers and any of its directors, officers, employees, counsel, representatives, accountants Parent and auditors (collectively, the "Seller Representatives") their respective agents access to all business records Books and files of Records relating to the Business which are transferred to it in connection herewith, which are reasonably required by such party in anticipation ofExcluded Assets or Excluded Liabilities, or preparation for, any existing or future litigation, arbitration, administrative proceeding or tax return preparation during regular business hours and upon reasonable notice at Purchaser's principal place of business or at any location where such records are stored, and Seller shall have relating to the right, at its own expense, to make copies performance by the Parties hereto of any such records and files; providedof their covenants or agreements hereunder to be performed after the Closing Date, however, that any such access or -------- ------- copying shall be had or done in such a manner so as not to unreasonably interfere with the during normal conduct of Purchaserworking hours at Buyer's business or operations.principal
(c) Purchaser Subject to Section 4.7(a) hereof, Buyer shall make available to Seller or the Seller Representatives, Sellers and Parent upon written request and at Seller's expense request:
(i) copies of any Books and Records;
(ii) Buyer's personnel to assist Seller Sellers and Parent in locating and obtaining records any Books and files maintained by Purchaser and Records; and
(iiiii) any of the Buyer's personnel previously in Seller's employ whose assistance or participation is reasonably required by Seller Sellers or any of its Affiliates in anticipation of, or preparation for, existing or future litigation, arbitration or administrative proceedingLitigation, tax return preparation returns or other matters in which Seller Sellers, Parent or any of its their Affiliates is involved and which is related to any of are involved. Sellers shall reimburse Buyer for the Business; provided, however, that any such access to personnel shall be had reasonable out-of-pocket expenses incurred by Buyer in such a -------- ------- manner so as not to unreasonably interfere with performing the normal conduct of Purchaser's business or operationscovenants contained in this Section 5.2(c).
(d) Seller shall allow Purchaser or any of its directors, officers, employees, counsel, representatives, accountants and auditors (the "Purchaser Representatives") access to all business records and files of the Business retained by Seller, which are reasonably required by such party in anticipation of, or preparation for, any existing or future litigation, 50 arbitration, administrative proceeding or tax return preparation during regular business hours and upon reasonable notice at Seller's principal place of business or at any location where such records are stored, and Purchaser shall have the right, at its own expense, to make copies of any such records and files; provided, however, that any such access or copying shall be had or done -------- ------- in such a manner so as not to unreasonably interfere with the normal conduct of the Seller's business or operations.
(e) Seller shall make available to Purchaser or the Purchaser Representatives, upon written request and at Purchaser's expense (i) personnel to assist Purchaser in locating and obtaining records and files maintained by Seller and (ii) any other personnel whose assistance or participation is reasonably required by Purchaser in anticipation of, or preparation for, existing or future litigation, arbitration or administrative proceeding, tax return preparation or other matters in which Purchaser or any of its respective Affiliates is involved and which is related to any of the Business; provided, -------- however, that any such access to personnel shall be had or done in such a manner ------- so as not to unreasonably interfere with the normal conduct of the Seller's business or operations.
Appears in 1 contract
Books and Records; Personnel. For a period of six seven (7) years after ---------------------------- from the Closing Date (or such longer period as may be required by any governmental body or ongoing legal proceeding):Date:
(a) Bayer shall allow Purchaser shall and its agents reasonable access to all Retained Books and Records relating to the Business in Bayer's possession and not dispose of or destroy any of the business records and files of the Business. If Purchaser wishes to dispose of or destroy such records and files after that time, it shall first give 30 days' prior written notice to Seller and Seller shall have the right, at its option and expense, in Purchaser's possession upon prior written notice to Purchaser, within such 30 day period, to take possession of the records and files within 60 days after the date of the Seller's notice.
(b) Purchaser shall allow Seller and any of its directors, officers, employees, counsel, representatives, accountants and auditors (collectively, the "Seller Representatives") access to all business records and files of the Business which are transferred to it in connection herewith, which are reasonably required by such party in anticipation of, or preparation for, any existing or future litigation, arbitration, administrative proceeding or tax return preparation during regular business normal working hours and upon reasonable notice at PurchaserBayer's principal place of business or at any location where such records Retained Books and Records are stored, and Seller Purchaser shall have the right, at its own expense, to make copies of any such records Retained Books and filesRecords; provided, however, that any such access or -------- ------- copying shall be had or done in such a manner so as not to unreasonably interfere with the normal conduct of Bayer's business, and provided further that (i) if disclosure of any information contained in the Retained Books and Records is compelled by legal process, and such information is not publicly available and disclosure thereof would adversely affect Bayer, Bayer shall have the right to contest the disclosure of such information (which it shall do promptly and with diligence or it shall forfeit such right) and shall indemnify Purchaser and its Affiliates and hold them harmless against any Losses incurred by any of them by reason of the non-disclosure of such information, and (ii) if disclosure of any such information is not compelled by legal process, Bayer shall first have the opportunity to require Purchaser not to disclose such information by agreeing in writing, in form and substance reasonably satisfactory to Purchaser, to assume any liability occasioning Purchaser's business request or operationsotherwise to indemnify Purchaser and its Affiliates and hold them harmless against any Losses incurred by any of them by reason of such non-disclosure.
(cb) Purchaser Bayer shall make available to Seller or the Seller Representatives, Purchaser upon written request and at Seller's expense (i) copies of any Retained Books and Records, (ii) personnel to assist Seller Purchaser in locating and obtaining records any Retained Books and files maintained by Purchaser Records, and (iiiii) any of the its personnel previously in Seller's employ whose assistance or participation is reasonably required by Seller Purchaser or any of its Affiliates in anticipation of, or preparation for, existing or future litigation, arbitration or administrative proceeding, tax return preparation or other matters in which Seller or any of its Affiliates is involved and which is related to any of the Business; provided, however, that any such access to personnel shall be had in such a -------- ------- manner so as not to unreasonably interfere with the normal conduct of Purchaser's business or operations.
(d) Seller shall allow Purchaser or any of its directors, officers, employees, counsel, representatives, accountants and auditors (the "Purchaser Representatives") access to all business records and files of the Business retained by Seller, which are reasonably required by such party in anticipation of, or preparation for, any existing or future litigation, 50 arbitration, administrative proceeding or tax return preparation during regular business hours and upon reasonable notice at Seller's principal place of business or at any location where such records are stored, and Purchaser shall have the right, at its own expense, to make copies of any such records and files; provided, however, that any such access or copying shall be had or done -------- ------- in such a manner so as not to unreasonably interfere with the normal conduct of the Seller's business or operations.
(e) Seller shall make available to Purchaser or the Purchaser Representatives, upon written request and at Purchaser's expense (i) personnel to assist Purchaser in locating and obtaining records and files maintained by Seller and (ii) any other personnel whose assistance or participation is reasonably required by Purchaser in anticipation of, or preparation for, existing or future litigation, arbitration or administrative proceeding, tax return preparation Litigation or other matters in which Purchaser or any of its respective Affiliates is involved and which is related to involved. In addition, Bayer shall otherwise cooperate with any reasonable request of Purchaser in connection with the performance, defense or discharge of the Business; provided, -------- however, that any such access to personnel Assumed Liabilities. Purchaser shall be had or done reimburse Bayer for the reasonable out-of-pocket expenses incurred by it in such a manner ------- so as not to unreasonably interfere with performing the normal conduct of the Seller's business or operationscovenants contained in this Section 5.5(b).
Appears in 1 contract
Books and Records; Personnel. For a period of six years ---------------------------- after ---------------------------- the Closing Date (or such longer period as may be required by any governmental body Governmental Body or ongoing legal proceedingLegal Proceeding):
(a) Purchaser The Purchasers shall not dispose of or destroy any of the business records and files of the Business. If Purchaser wishes the Purchasers wish to dispose of or destroy such records and files after that time, it they shall first give 30 days' prior written notice to the Seller and the Seller shall have the right, at its option and expense, upon prior written notice to Purchaser, the Purchasers within such 30 day period, to take possession of the records and files within 60 days after the date of the Seller's noticenotice to the Purchasers.
(b) Purchaser The Purchasers shall allow the Seller and any of its directors, officers, employees, counsel, representatives, accountants and auditors (collectively, the "Seller Representatives") Representatives access to all business records and files of the Business which are transferred to it the Purchasers in connection herewith, which are reasonably required by such party in anticipation of, or preparation for, any existing or future litigation, arbitration, administrative proceeding or tax return preparation during regular business hours and upon reasonable notice at PurchaserPG Newco's principal place of business or at any location where such records are stored, and Seller shall have the right, at its own expense, to make copies of any such records and files; provided, however, that any such access or -------- ------- copying shall be had or done in such a manner so as not to unreasonably interfere with the normal conduct of Purchaser's business or operations.
(c) Purchaser shall make available to Seller or the Seller Representatives, upon written request and at Seller's expense (i) personnel to assist Seller in locating and obtaining records and files maintained by Purchaser and (ii) any of the personnel previously in Seller's employ whose assistance or participation is reasonably required by Seller in anticipation of, or preparation for, existing or future litigation, arbitration or administrative proceeding, tax return preparation or other matters in which Seller or any of its Affiliates is involved and which is related to any of the Business; provided, however, that any such access to personnel shall be had in such a -------- ------- manner so as not to unreasonably interfere with the normal conduct of Purchaser's business or operations.
(d) Seller shall allow Purchaser or any of its directors, officers, employees, counsel, representatives, accountants and auditors (the "Purchaser Representatives") access to all business records and files of the Business retained by Seller, which are reasonably required by such party in anticipation of, or preparation for, any existing or future litigation, 50 arbitration, administrative proceeding or tax return preparation during regular business hours and upon reasonable notice at Seller's principal place of business or at any location where such records are stored, and Purchaser shall have the right, at its own expense, to make copies of any such records and files; provided, however, that any such access or copying shall be had or done -------- ------- in such a manner so as not to unreasonably interfere with the normal conduct of the Seller's Purchasers' business or operations. To the extent commercially practicable, the Purchasers shall send copies of such business records and files to the Seller, at the expense of the Purchasers, by overnight courier or other delivery service, as reasonably requested by the Seller.
(ec) Seller The Purchasers shall make available to Purchaser or the Purchaser RepresentativesSeller, upon written request and at Purchaserthe Seller's expense (i) the Purchasers' personnel to assist Purchaser the Seller in locating and obtaining records and files maintained by Seller the Purchasers and (ii) any other of the Purchasers' personnel previously in the Seller's employ whose assistance or participation is reasonably required by Purchaser the Seller in anticipation of, or preparation for, existing or future litigation, arbitration or arbitration, administrative proceeding, tax return preparation or other matters in which Purchaser the Seller or any of its respective Affiliates affiliates is involved and which is related to any of the Business; provided, -------- however, that any such access to personnel shall be had or done in such a manner ------- so as not to unreasonably interfere with the normal conduct of the Seller's business or operations.
Appears in 1 contract
Samples: Asset Purchase Agreement (Heartland Technology Inc)
Books and Records; Personnel. For a period ending upon the earlier of six years after ---------------------------- (i) the third (3rd) anniversary of the Closing Date (or such longer period later date as may be required by any governmental body Governmental or Regulatory Authority or ongoing legal proceeding):Legal Proceeding) and (ii) the closure of the Chapter 11 Case:
(a) The Purchaser shall not dispose of or destroy any of the business records and files of the BusinessBusiness other than in connection with a sale or other disposition of the Business or any portion thereof. If the Purchaser wishes to dispose of or destroy such records and files after that time, it shall first give 30 days' sixty (60) days prior written notice to Seller the Sellers and Seller the Sellers shall have the right, at its their option and expense, upon prior written notice to Purchaser, the Purchaser within such 30 sixty-day period, to take possession of the records and files within 60 ninety (90) days after the date of the Seller's noticenotice from the Sellers.
(b) The Purchaser shall allow Seller the Sellers and any of its their directors, officers, employees, legal counsel, financial advisors, representatives, accountants accountants, and auditors (collectively, the "Seller Sellers Representatives") access to all business records and files of the Business which Sellers or the Businesses that are transferred to it them in connection herewith, which that are reasonably required by such party in the administration of the Chapter 11 Case anticipation of, or preparation for, any existing or future Legal Proceeding involving any Seller, Tax Return preparation, litigation, arbitrationor Excluded Liability, administrative proceeding or tax return preparation during regular business hours and upon reasonable notice at the Purchaser's principal place of business or at any location where such records are stored, and Seller the Sellers Representatives shall have the right, at its own expense, to make copies of any such records and files; provided, however, that any such access or -------- ------- copying shall be had or done in such a manner so as not to unreasonably interfere with the normal conduct of Purchaser's business or operations.
(c) Purchaser shall make available to Seller or the Seller Representatives, upon written request and at Seller's expense (i) personnel to assist Seller in locating and obtaining records and files maintained by Purchaser and (ii) any of the personnel previously in Seller's employ whose assistance or participation is reasonably required by Seller in anticipation of, or preparation for, existing or future litigation, arbitration or administrative proceeding, tax return preparation or other matters in which Seller or any of its Affiliates is involved and which is related to any of the Business; provided, however, that any such access to personnel shall be had in such a -------- ------- manner so as not to unreasonably interfere with the normal conduct of Purchaser's business or operations.
(d) Seller shall allow Purchaser or any of its directors, officers, employees, counsel, representatives, accountants and auditors (the "Purchaser Representatives") access to all business records and files of the Business retained by Seller, which are reasonably required by such party in anticipation of, or preparation for, any existing or future litigation, 50 arbitration, administrative proceeding or tax return preparation during regular business hours and upon reasonable notice at Seller's principal place of business or at any location where such records are stored, and Purchaser shall have the right, at its own expense, right to make copies of any such records and files; provided, however, that any such access or copying shall be had or done -------- ------- in such a manner so as not to unreasonably interfere with the normal conduct of the SellerPurchaser's business or operations.
(ec) Seller The Sellers shall make available to Purchaser or allow the Purchaser and any of its directors, officers, employees, legal counsel, financial advisors, representatives, accountants, and auditors (collectively, "Purchaser Representatives, upon written request and at Purchaser's expense (i") personnel access to assist Purchaser in locating and obtaining all business records and files maintained of the Sellers or the Businesses that are retained by Seller and (ii) any other personnel whose assistance or participation is them in connection herewith, that are reasonably required by Purchaser such party in the administration of the Chapter 11 Case anticipation of, or preparation for, any existing or future Legal Proceeding involving the Purchaser, Tax Return preparation, litigation, arbitration or administrative proceedingAssumed Liability, tax return preparation during regular business hours and upon reasonable notice at the Sellers' principal place of business or other matters in which at any location where such records are stored, and the Purchaser or Representatives shall have the right to make copies (at their expense) of any of its respective Affiliates is involved such records and which is related to any of the Businessfiles; provided, -------- however, that any such access to personnel or copying shall be had or done in such a manner ------- so as not to unreasonably interfere with the normal conduct of the Seller's Sellers' business or operations.
Appears in 1 contract
Samples: Asset Purchase Agreement (Regent Communications Inc)
Books and Records; Personnel. For a period of six seven (7) years after ---------------------------- the Closing Date (or such longer period as may be required by any governmental or regulatory body or authority or ongoing legal proceedingLegal Proceeding):
(a) Purchaser the Purchasers shall not dispose of or destroy any of the business records and files of the Business. If Purchaser wishes the Purchasers wish to dispose of or destroy such records and files after that time, it they shall first give 30 sixty (60) days' prior written notice to Seller the Sellers, and Seller the Sellers shall have the right, at its their option and expense, upon prior written notice to Purchaser, the Purchasers within such 30 sixty-day period, to take possession of the records and files within 60 ninety (90) days after the date of the Seller's noticenotice from the Sellers.
(b) Purchaser each of the Purchasers shall allow Seller the Sellers and any of its their directors, officers, employees, counsel, representatives, accountants accountants, and auditors (collectively, the "Seller Representatives") access to all business records and files of the Sellers or the Business which that are transferred to it in connection herewith, which are reasonably required by such party in anticipation of, or preparation for, any existing or future litigationLegal Proceeding involving a Seller or Tax Return preparation, arbitration, administrative proceeding or tax return preparation during regular business hours and upon reasonable notice at such Purchaser's principal place of business or at any location where such records are stored, and the Sellers and the Seller Representatives shall have the right, at its own expense, to make copies of any such records and files; provided, however, that any such access or -------- ------- copying shall be had or done in such a manner so as not to unreasonably interfere with the normal conduct of Purchaser's business or operations.
(c) Purchaser shall make available to Seller or the Seller Representatives, upon written request and at Seller's expense (i) personnel to assist Seller in locating and obtaining records and files maintained by Purchaser and (ii) any of the personnel previously in Seller's employ whose assistance or participation is reasonably required by Seller in anticipation of, or preparation for, existing or future litigation, arbitration or administrative proceeding, tax return preparation or other matters in which Seller or any of its Affiliates is involved and which is related to any of the Business; provided, however, that any such access to personnel shall be had in such a -------- ------- manner so as not to unreasonably interfere with the normal conduct of Purchaser's business or operations.
(d) Seller shall allow Purchaser or any of its directors, officers, employees, counsel, representatives, accountants and auditors (the "Purchaser Representatives") access to all business records and files of the Business retained by Seller, which are reasonably required by such party in anticipation of, or preparation for, any existing or future litigation, 50 arbitration, administrative proceeding or tax return preparation during regular business hours and upon reasonable notice at Seller's principal place of business or at any location where such records are stored, and Purchaser shall have the right, at its own expense, right to make copies of any such records and files; provided, however, that any such access or copying shall be had or done -------- ------- in such a manner so as not to unreasonably interfere with the normal conduct of the Sellersuch Purchaser's business or operations.
(ec) Seller each of the Purchasers shall make available to Purchaser or the Purchaser Representatives, Sellers and the Seller Representatives upon written request and at Purchaser's expense (i) personnel to assist Purchaser the Sellers and the Seller Representa- tives in locating and obtaining records and files maintained by Seller such Purchaser and (ii) any other of the personnel previously in employ of the Sellers whose assistance or participation is reasonably required by Purchaser the Sellers and the Seller Representatives in anticipation of, or preparation for, existing or future litigationLegal Proceeding involving any Seller, arbitration or administrative proceedingTax Return preparation, tax return preparation or other matters matter in which Purchaser or any of its respective Affiliates a Seller is involved and or which is related to any of the Business; provided, -------- however, that any such access to personnel shall be had or done in such a manner ------- so as not to unreasonably interfere with the normal conduct of the Sellersuch Purchaser's business or operations.
Appears in 1 contract
Samples: Asset Purchase Agreement (Mid American Waste Systems Inc)
Books and Records; Personnel. For a period of six three (3) years after ---------------------------- the Closing Date (or such longer period as may be required by any governmental body or ongoing legal proceeding):
(a) Purchaser Buyer shall not dispose of or destroy any of the business records and files of included in the BusinessAssets. If Purchaser Buyer wishes to dispose of or destroy such records and files after that time, it shall first give 30 thirty (30) days' prior written notice to Seller and Seller shall have the right, at its option and expense, upon prior written notice to Purchaser, the Buyer within such 30 thirty (30) day period, to take possession of the records and files within 60 sixty (60) days after the date of the Seller's noticenotice of the Buyer.
(b) Purchaser Buyer shall allow the Seller and any of its directors, officers, employees, counsel, representatives, accountants and auditors (collectively, the "Seller Representatives") representatives access to all business records and files of the Business which are transferred to it Buyer in connection herewith, which are reasonably required by such party in anticipation of, or preparation for, any existing or future litigation, arbitration, administrative proceeding or tax return preparation during regular business hours and upon reasonable notice at PurchaserBuyer's principal place of business or at any location where such records are stored, and the Seller shall have the right, at its own expense, to make copies of any such records and files; provided, however, that any such access or -------- ------- copying shall be had or done in such a manner so as not to unreasonably interfere with the normal conduct of Purchaser's business or operations.
(c) Purchaser Buyer shall make reasonably available to Seller or the Seller RepresentativesSeller, upon written request and at Seller's expense (i) Buyer's personnel to assist Seller in locating and obtaining records and files maintained by Purchaser Buyer and (ii) any of the Buyer's personnel previously in Seller's employ whose assistance or participation is reasonably required by Seller in anticipation of, or preparation for, existing or future litigation, arbitration or arbitration, administrative proceeding, tax return preparation proceeding or other matters in which Seller or any of its Affiliates affiliates is involved and which is related to any of the Business; provided, however, that any such access to personnel shall be had in such a -------- ------- manner so as not to unreasonably interfere with the normal conduct of Purchaser's business or operationsAssets.
(d) Each of Seller and the Buyer shall allow Purchaser cooperate fully with each other and make available or any of its directorscause to be made available to each other for consultation, officersinspection and copying (at such other party's expense) in a timely fashion such personnel, employeestax data, counseltax returns and filings, representativesfiles, accountants books, records, documents, financial, technical and auditors (the "Purchaser Representatives") access to all business operating data, computer records and files of the Business retained by Seller, which are other information as may be reasonably required by such party in anticipation of, or preparation for, any existing or future litigation, 50 arbitration, administrative proceeding or tax return preparation during regular business hours and upon reasonable notice at Seller's principal place of business or at any location where such records are stored, and Purchaser shall have the right, at its own expense, to make copies of any such records and files; provided, however, that any such access or copying shall be had or done -------- ------- in such a manner so as not to unreasonably interfere with the normal conduct of the Seller's business or operations.
(e) Seller shall make available to Purchaser or the Purchaser Representatives, upon written request and at Purchaser's expense (i) personnel for the preparation by Buyer or Seller of any tax returns, elections, consents or certificates require to assist Purchaser in locating be prepared and obtaining records and files maintained filed by Buyer or Seller and or any appraisal of the Assets or (ii) in connection with any other personnel whose assistance audit or participation is reasonably required by Purchaser in anticipation of, or preparation for, existing or future litigation, arbitration or administrative proceeding, tax return preparation or other matters in which Purchaser or any of its respective Affiliates is involved and which is related proceeding relating to any of the Business; provided, -------- however, that any such access to personnel shall be had or done in such a manner ------- so as not to unreasonably interfere with the normal conduct of the Seller's business or operationstaxes.
Appears in 1 contract
Samples: Asset Purchase Agreement (Dairy Mart Convenience Stores Inc)
Books and Records; Personnel. For a period ending upon the later of six years after ---------------------------- (x) the Closing seventh (7th) anniversary of the Interest Acquisition Date (or such longer period later date as may be required by any governmental body Governmental Entity, Law, or ongoing legal proceeding):Legal Proceeding) and (y) the closure of the Chapter 11 Case:
(a) Purchaser Unless New Globalstar shall have first given sixty (60) days' prior written notice to the Globalstar Entities, New Globalstar shall not dispose of or destroy any of the business records and files contained in the Assets other than in connection with a sale or other disposition of the BusinessAssets or any portion thereof. If Purchaser New Globalstar wishes to dispose of or destroy such records and files after prior to that time, it shall first give 30 sixty (60) days' prior written notice to Seller the Globalstar Entities and Seller the Globalstar Entities shall have the right, at its their option and expense, upon prior written notice to Purchaser, New Globalstar within such 30 day sixty (60)-day period, to take possession of the records and files within 60 ninety (90) days after the date of the Seller's noticenotice from the Globalstar Entities. After that time, New Globalstar may dispose of or destroy any such records at its discretion.
(b) Purchaser New Globalstar shall allow Seller the Globalstar Entities and any of its their directors, officers, employees, legal counsel, financial advisors, representatives, accountants accountants, professionals, auditors and auditors other agents and any successors thereto (collectively, the "Seller Globalstar Representatives") access to all business records and files of any of the Business which Globalstar Entities that are transferred by the Globalstar Entities to it New Globalstar in connection herewith, which herewith that are reasonably required by such party Person in the administration of the Chapter 11 Case or in anticipation of, or preparation for, any existing or future Legal Proceeding involving a Globalstar Entity, Tax Return preparation, litigation, arbitrationor any liability that is not an Assumed Liability, administrative proceeding or tax return preparation during regular business hours and upon reasonable notice at PurchaserNew Globalstar's principal place of business or at any location where such records are stored, and Seller the Globalstar Representatives shall have the right, at its own expense, to make copies of any such records and files; provided, however, that any such access or -------- ------- copying shall be had or done in such a manner so as not to unreasonably interfere with the normal conduct of Purchaser's business or operations.
(c) Purchaser shall make available to Seller or the Seller Representatives, upon written request and at Seller's expense (i) personnel to assist Seller in locating and obtaining records and files maintained by Purchaser and (ii) any of the personnel previously in Seller's employ whose assistance or participation is reasonably required by Seller in anticipation of, or preparation for, existing or future litigation, arbitration or administrative proceeding, tax return preparation or other matters in which Seller or any of its Affiliates is involved and which is related to any of the Business; provided, however, that any such access to personnel shall be had in such a -------- ------- manner so as not to unreasonably interfere with the normal conduct of Purchaser's business or operations.
(d) Seller shall allow Purchaser or any of its directors, officers, employees, counsel, representatives, accountants and auditors (the "Purchaser Representatives") access to all business records and files of the Business retained by Seller, which are reasonably required by such party in anticipation of, or preparation for, any existing or future litigation, 50 arbitration, administrative proceeding or tax return preparation during regular business hours and upon reasonable notice at Seller's principal place of business or at any location where such records are stored, and Purchaser shall have the right, at its own their expense, to make copies of any such records and files; provided, however, that any such access or copying shall be had or done -------- ------- in such a manner so as not to unreasonably interfere with the normal conduct of the SellerNew Globalstar's business or operations.
(e) Seller shall make available to Purchaser or the Purchaser Representatives, upon written request and at Purchaser's expense (i) personnel to assist Purchaser in locating and obtaining records and files maintained by Seller and (ii) any other personnel whose assistance or participation is reasonably required by Purchaser in anticipation of, or preparation for, existing or future litigation, arbitration or administrative proceeding, tax return preparation or other matters in which Purchaser or any of its respective Affiliates is involved and which is related to any of the Business; provided, -------- however, that any such access to personnel shall be had or done in such a manner ------- so as not to unreasonably interfere with the normal conduct of the Seller's business or operations.
Appears in 1 contract
Books and Records; Personnel. For a period of six years after ---------------------------- the Closing Date (or such longer period as may be required by any governmental body or ongoing legal proceeding):
(a) The Purchaser shall not dispose of or destroy any of the business records and or files of the BusinessBusiness created prior to the Closing until after the second anniversary of the Closing Date. If Thereafter, if the Purchaser wishes to dispose of or destroy such any of the business records and or files after that timeof the Business created prior to the Closing, it shall first give 30 60 days' prior written notice to Seller the Seller, and the Seller shall have the right, at its option and expense, upon prior written notice to Purchaser, the Purchaser within such 30 60-day period, to take possession of the such records and files within 60 90 days after the date of the notice from the Seller's notice.
(b) The Purchaser shall allow the Seller and any of its directors, officers, employees, counsel, representatives, accountants and auditors (collectively, the "Seller RepresentativesSELLER REPRESENTATIVES") reasonable access to all business records and files of the Seller or the Business which that are transferred to it in connection herewith, which are reasonably required by such party in anticipation ofconnection with the Seller's rights and obligations as the former owner of the Assets, or preparation for, any existing or future litigation, arbitration, administrative proceeding or tax return preparation during regular business hours and upon reasonable notice at the Purchaser's principal place of business or at any location where such records are stored, and the Seller Representatives shall have the right, at its own expense, right to make copies of any such records and files; providedPROVIDED, howeverHOWEVER, that any such access or -------- ------- copying shall be had or done in such a manner so as not to unreasonably interfere with the normal conduct of the Purchaser's business or operations.
(c) From the Closing Date through the date the Chapter 11 Case is closed, the Purchaser shall make available give to Seller or the Seller Representatives, their counsel, financial advisors, auditors and other authorized representatives full access (during normal business hours and upon written request reasonable notice) to the books and at Seller's expense (i) personnel to assist Seller in locating and obtaining records and files maintained by Purchaser and (ii) any of the personnel previously in Seller's employ whose assistance or participation is reasonably required by Business to the extent such books and records relate to pre-Closing periods, and will furnish to the Seller in anticipation ofRepresentatives, or preparation fortheir counsel, existing or future litigationfinancial advisors, arbitration or administrative proceedingauditors and other authorized representatives such financial, tax return preparation or operating and property-related data and other matters in which Seller or any of its Affiliates is involved information relating to the Business, and which is related relating solely to any pre- Closing periods, as may be necessary for administration of the Business; provided, however, that any such access to personnel shall be had in such a -------- ------- manner so as not to unreasonably interfere with the normal conduct of Purchaser's business or operationsChapter 11 Case.
(d) From the Closing Date, the Seller shall allow the Purchaser or and any of its directors, officers, employees, counsel, representatives, accountants and auditors (the "Purchaser Representatives") reasonable access to all business the Seller's corporate records and files of the Business retained by Seller, which are reasonably required by such party in anticipation of, or preparation for, any existing or future litigation, 50 arbitration, administrative proceeding or tax return preparation taxes during regular business hours and upon reasonable notice at the Seller's principal place of business or at any location where such records are stored, and such representatives of the Purchaser shall have the right, at its own expense, right to make copies of any such records and files; providedPROVIDED, howeverHOWEVER, that any such access or copying shall be had or done -------- ------- in such a manner so as not to unreasonably interfere with the normal conduct of the Seller's business or operations.
(e) Seller shall make available to Purchaser or the Purchaser Representatives, upon written request and at Purchaser's expense (i) personnel to assist Purchaser in locating and obtaining records and files maintained by Seller and (ii) any other personnel whose assistance or participation is reasonably required by Purchaser in anticipation of, or preparation for, existing or future litigation, arbitration or administrative proceeding, tax return preparation or other matters in which Purchaser or any of its respective Affiliates is involved and which is related to any of the Business; provided, -------- however, that any such access to personnel shall be had or done in such a manner ------- so as not to unreasonably interfere with the normal conduct of the Seller's business or operations.
Appears in 1 contract
Books and Records; Personnel. For a period of six three years after ---------------------------- the Closing Date (or such longer period as may be required by any governmental body or ongoing legal proceeding):Date:
(a) Purchaser Buyers shall not dispose of or destroy any of the business records material Books and files Records of PhysiCare, Little Rock PA, or the Business. If Purchaser wishes Houston Asset Sellers relating to dispose of or destroy such records and files after that time, it shall periods prior to the Effective Time without first give 30 days' prior offering to turn over possession thereof to Sellers by written notice to Seller and Seller shall have Sellers at least thirty (30) days prior to the right, at its option and expense, upon prior written notice to Purchaser, within such 30 day period, to take possession of the records and files within 60 days after the proposed date of the Seller's noticesuch disposition or destruction.
(b) Purchaser Buyers shall allow Seller Sellers and any of its directors, officers, employees, counsel, representatives, accountants and auditors (collectively, the "Seller Representatives") their agents access to all business records PhysiCare, Little Rock PA, and files of the Business which are transferred to it in connection herewith, which are reasonably required by such party in anticipation of, or preparation for, any existing or future litigation, arbitration, administrative proceeding or tax return preparation Houston Asset Sellers Books and Records during regular business normal working hours and upon reasonable notice at PurchaserOCI's principal place of business or at any location where such records any Books and Records are stored, and Seller Sellers shall have the right, at its own their expense, to make copies of any such records Books and files; provided, however, that any such access or -------- ------- copying shall be had or done in such a manner so as not to unreasonably interfere with the normal conduct of Purchaser's business or operations.
(c) Purchaser shall make available to Seller or the Seller Representatives, upon written request and at Seller's expense (i) personnel to assist Seller in locating and obtaining records and files maintained by Purchaser and (ii) any of the personnel previously in Seller's employ whose assistance or participation is reasonably required by Seller in anticipation of, or preparation for, existing or future litigation, arbitration or administrative proceeding, tax return preparation or other matters in which Seller or any of its Affiliates is involved and which is related to any of the Business; provided, however, that any such access to personnel shall be had in such a -------- ------- manner so as not to unreasonably interfere with the normal conduct of Purchaser's business or operations.
(d) Seller shall allow Purchaser or any of its directors, officers, employees, counsel, representatives, accountants and auditors (the "Purchaser Representatives") access to all business records and files of the Business retained by Seller, which are reasonably required by such party in anticipation of, or preparation for, any existing or future litigation, 50 arbitration, administrative proceeding or tax return preparation during regular business hours and upon reasonable notice at Seller's principal place of business or at any location where such records are stored, and Purchaser shall have the right, at its own expense, to make copies of any such records and filesRecords; provided, however, that any such access or copying shall be had or done -------- ------- in such a manner so as not to unreasonably interfere with the normal conduct of the SellerBuyers', PhysiCare's, and Little Rock PA's business or operationsbusinesses.
(ec) Seller Buyers shall make available to Purchaser or the Purchaser Representatives, Sellers upon written request and at Purchaser's expense notice (i) copies of any PhysiCare, Little Rock PA, or Houston Asset Sellers Books and Records, (ii) Buyers' personnel to assist Purchaser in locating and obtaining records any such Books and files maintained by Seller Records, and (iiiii) any other of Buyers' personnel whose assistance or participation is reasonably required by Purchaser Sellers or any of their affiliates in anticipation of, or preparation for, existing or future any litigation, arbitration or administrative proceeding, tax return preparation filing, or other matters matter in which Purchaser or any of its respective Affiliates Seller is involved and which is related to any of the Businessinvolved; provided, -------- however, that any such access to personnel copying or assistance shall be had or done in such a manner ------- so as not to unreasonably interfere with the normal conduct of Buyer's, PhysiCare's, and Little Rock PA's businesses. Sellers shall reimburse Buyers for the Seller's business or operationsreasonable out-of-pocket expenses incurred by Buyers, PhysiCare, and Little Rock PA in performing the covenants contained in this Section 8.2.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Drca Medical Corp)
Books and Records; Personnel. For a period of six years after ---------------------------- the Closing Date (or such longer period as may be required by any governmental body or ongoing legal proceeding):
(a) The Purchaser shall not dispose of or destroy any of the business records and or files of the BusinessBusiness created prior to the Closing until after the second anniversary of the Closing Date. If Thereafter, if the Purchaser wishes to dispose of or destroy such any of the business records and or files after that timeof the Business created prior to the Closing, it shall first give 30 sixty (60) days' prior written notice to Seller Intellisys and Seller Intellisys shall have the right, at its option and expense, upon prior written notice to Purchaser, the Purchaser within such 30 60-day period, to take possession of the such records and files within 60 ninety (90) days after the date of the Seller's noticenotice from Intellisys.
(b) The Purchaser shall allow Seller the Sellers and any of its their respective directors, officers, employees, counsel, representatives, accountants and auditors (collectively, the "Seller Sellers Representatives") reasonable access to all business records and files of the Sellers or the Business which that are transferred to it in connection herewith, which are reasonably required by such party in anticipation ofconnection with the Sellers' rights and obligations as the former owner of the Assets, or preparation for, any existing or future litigation, arbitration, administrative proceeding or tax return preparation during regular business hours and upon reasonable notice at the Purchaser's principal place of business or at any location where such records are stored, and Seller the Sellers Representatives shall have the right, at its own expense, right to make copies (at Sellers' expense) of any such records and filesfiles to the extent such records and files relate to pre-Closing periods; provided, however, that any such access or -------- ------- copying shall be had or done in such a manner so as not to unreasonably interfere with the normal conduct of the Purchaser's business or operations.
(c) From the Closing Date through the date the Chapter 11 Cases are closed, the Purchaser shall make available give to Seller or the Seller Sellers Representatives, their counsel, financial advisors, auditors and other authorized representatives full access (during normal business hours and upon written request reasonable notice) to the books and at Seller's expense (i) personnel to assist Seller in locating and obtaining records and files maintained by Purchaser and (ii) any of the personnel previously in Seller's employ whose assistance or participation is reasonably required by Seller in anticipation ofBusiness to the extent such books and records relate to pre-Closing periods, or preparation forand will furnish to the Sellers Representatives, existing or future litigationtheir counsel, arbitration or administrative proceedingfinancial advisors, tax return preparation or auditors and other matters in which Seller or any of its Affiliates is involved authorized representatives such financial, operating and which is property-related data and other information relating to any the Business, and relating solely to pre-Closing periods, as may be necessary for administration of the Business; provided, however, that any such access to personnel shall be had in such a -------- ------- manner so as not to unreasonably interfere with the normal conduct of Purchaser's business or operationsChapter 11 Cases.
(d) Seller From the Closing Date, the Sellers shall allow the Purchaser or and any of its directors, officers, employees, counsel, representatives, accountants and auditors (the "Purchaser Representatives") reasonable access to all business the Sellers' corporate records and files of the Business retained by Seller, which are reasonably required by such party in anticipation of, or preparation for, any existing or future litigation, 50 arbitration, administrative proceeding or tax return preparation Taxes during regular business hours and upon reasonable notice at Seller's the Sellers' principal place places of business or at any location where such records are stored, and such representatives of the Purchaser shall have the right, at its own expense, right to make copies of any such records and files; provided, however, that any such access or copying shall be had or done -------- ------- in such a manner so as not to unreasonably interfere with the normal conduct of the Seller's Sellers' business or operations.
(e) Seller shall make available to Purchaser or the Purchaser Representatives, upon written request and at Purchaser's expense (i) personnel to assist Purchaser in locating and obtaining records and files maintained by Seller and (ii) any other personnel whose assistance or participation is reasonably required by Purchaser in anticipation of, or preparation for, existing or future litigation, arbitration or administrative proceeding, tax return preparation or other matters in which Purchaser or any of its respective Affiliates is involved and which is related to any of the Business; provided, -------- however, that any such access to personnel shall be had or done in such a manner ------- so as not to unreasonably interfere with the normal conduct of the Seller's business or operations.
Appears in 1 contract
Samples: Asset Purchase Agreement (McSi Inc)
Books and Records; Personnel. For a period ending upon the earlier of six years after ---------------------------- (i) the seventh (7th) anniversary of the Closing Date (or such longer period later date as may be required by any governmental or regulatory body or authority or ongoing legal proceeding):Legal Proceeding) and (ii) the closure of the Chapter 11 Case:
(a) Unless the Purchaser shall first give 60 days prior written notice to Sellers, the Purchaser shall not dispose of or destroy any of the business records and files of the BusinessBusiness other than in connection with a sale or other disposition of the Business or any portion thereof. If the Purchaser wishes to dispose of or destroy such records and files after that time, it shall first give 30 days' sixty (60) days prior written notice to Seller the Sellers and Seller the Sellers shall have the right, at its their option and expense, upon prior written notice to Purchaser, the Purchaser within such 30 sixty-day period, to take possession of the records and files within 60 ninety (90) days after the date of the Seller's noticenotice from the Sellers. After that time, Purchaser may dispose of or destroy any such records at its discretion.
(b) The Purchaser shall allow Seller the Sellers and any of its their directors, officers, employees, legal counsel, financial advisors, representatives, accountants accountants, and auditors (collectively, the "Seller Sellers Representatives") access to all business records and files of the Business which Sellers or the Businesses that are transferred to it the Purchaser in connection herewith, which that are reasonably required by such party Seller Representative in the administration of the Chapter 11 Case anticipation of, or preparation for, any existing or future Legal Proceeding involving a Seller, Tax Return preparation, litigation, arbitrationor Excluded Liability, administrative proceeding or tax return preparation during regular business hours and upon reasonable notice at the Purchaser's principal place of business or at any location where such records are stored, and Seller the Sellers Representatives shall have the right, at its own expense, to make copies of any such records and files; provided, however, that any such access or -------- ------- copying shall be had or done in such a manner so as not to unreasonably interfere with the normal conduct of Purchaser's business or operations.
(c) Purchaser shall make available to Seller or the Seller Representatives, upon written request and at Seller's expense (i) personnel to assist Seller in locating and obtaining records and files maintained by Purchaser and (ii) any of the personnel previously in Seller's employ whose assistance or participation is reasonably required by Seller in anticipation of, or preparation for, existing or future litigation, arbitration or administrative proceeding, tax return preparation or other matters in which Seller or any of its Affiliates is involved and which is related to any of the Business; provided, however, that any such access to personnel shall be had in such a -------- ------- manner so as not to unreasonably interfere with the normal conduct of Purchaser's business or operations.
(d) Seller shall allow Purchaser or any of its directors, officers, employees, counsel, representatives, accountants and auditors (the "Purchaser Representatives") access to all business records and files of the Business retained by Seller, which are reasonably required by such party in anticipation of, or preparation for, any existing or future litigation, 50 arbitration, administrative proceeding or tax return preparation during regular business hours and upon reasonable notice at Seller's principal place of business or at any location where such records are stored, and Purchaser shall have the right, at its own expense, right to make copies of any such records and files; provided, however, that any such access or copying shall be had or done -------- ------- in such a manner so as not to unreasonably interfere with the normal conduct of the SellerPurchaser's business or operations.
(ec) Seller shall make available For a period not to Purchaser or exceed eighteen months, the Purchaser Representativesshall provide the Sellers Representatives with office space at the place of business where the business records relating to the Assets are retained from which to conduct and conclude the Chapter 11 Case, upon written request together with access to telephone, telefax, copy and at Purchaser's expense (i) personnel to assist Purchaser in locating and obtaining records and files maintained by Seller and (ii) any other personnel whose assistance or participation is reasonably required by Purchaser in anticipation of, or preparation for, existing or future litigation, arbitration or administrative proceeding, tax return preparation or other matters in which Purchaser or any of its respective Affiliates is involved and which is related to any of the Businesssimilar office equipment; provided, -------- however, that any the provision of such access to personnel space and equipment shall be had or done in such a manner ------- so as not to unreasonably interfere with the normal conduct of the SellerPurchaser's business or operationsoperations and that the cost of such provisions are de minimus, as determined by Purchaser in good faith.
Appears in 1 contract
Books and Records; Personnel. For a period of six seven (7) ---------------------------- years after ---------------------------- the Closing Date (or such longer period as may be required by any governmental body Governmental Body or ongoing legal proceedingLegal Proceeding):
(a) Purchaser shall not dispose of or destroy any of the business records and files of the Business. If Purchaser wishes to dispose of or destroy such records and files after that time, it shall first give 30 60 days' prior written notice to Seller Fox Health and Seller Fox Corp and Fox Health or Fox Corp shall have the right, at its option and expense, upon prior written notice to Purchaser, Purchaser within such 30 60-day period, to take possession of the records and files within 60 90 days after the date of the SellerFox Health's or Fox Corp's notice.
(b) Purchaser shall allow Seller Fox Health or Fox Corp and any of its their directors, officers, employees, counsel, representatives, accountants and auditors (collectivelycol- lectively, the "Seller Fox Representatives") access to all business records and files ------------------- of Sellers or the Business which are transferred to it in connection herewith, which are reasonably required by such party in anticipation of, or preparation for, any existing or future litigationLegal Proceeding involving Fox Health, arbitrationany Seller, administrative proceeding or tax return preparation any of their Affiliates (including any Legal Proceeding that is an Excluded Asset) or Tax Return preparation, during regular business hours and upon reasonable notice at Purchaser's principal place of business or at any location where such records are stored, and Seller Fox Health and Fox Corp shall have the right, at its own expense, to make copies of any such records and files; provided, -------- however, that any such access or -------- ------- copying shall be had or done in such a manner ------- so as not to unreasonably interfere with the normal conduct of Purchaser's business or operations.
(c) Purchaser shall make available to Seller Fox Health, Fox Corp or the Seller Fox Representatives, upon written request and at SellerFox Health's or Fox Corp's expense (i) personnel to assist Seller Fox Health or Fox Corp in locating and obtaining records and files maintained by Purchaser and (ii) any of the personnel previously in SellerFox Corp's or in any Subsidiaries employ whose assistance or participation is reasonably required by Seller Fox Health or Fox Corp in anticipation of, or preparation for, existing or future litigationLegal Proceeding involving Fox Health, arbitration any Seller or administrative proceedingany Affiliate of Fox Health (including any Legal Proceeding that is an Excluded Asset), tax return Tax Return preparation or other matters in which Seller Fox Health, Fox Corp, the Subsidiaries or any of its their Affiliates is involved and which is related to any of the Business; provided, however, that any such -------- ------- access to personnel shall be had in such a -------- ------- manner so as not to unreasonably interfere with the normal conduct of Purchaser's business or operations.
(d) Seller shall allow Purchaser or any of its directors, officers, employees, counsel, representatives, accountants and auditors (the "Purchaser Representatives") access to all business records and files of the Business retained by Seller, which are reasonably required by such party in anticipation of, or preparation for, any existing or future litigation, 50 arbitration, administrative proceeding or tax return preparation during regular business hours and upon reasonable notice at Seller's principal place of business or at any location where such records are stored, and Purchaser shall have the right, at its own expense, to make copies of any such records and files; provided, however, that any such access or copying shall be had or done -------- ------- in such a manner so as not to unreasonably interfere with the normal conduct of the Seller's business or operations.
(e) Seller shall make available to Purchaser or the Purchaser Representatives, upon written request and at Purchaser's expense (i) personnel to assist Purchaser in locating and obtaining records and files maintained by Seller and (ii) any other personnel whose assistance or participation is reasonably required by Purchaser in anticipation of, or preparation for, existing or future litigation, arbitration or administrative proceeding, tax return preparation or other matters in which Purchaser or any of its respective Affiliates is involved and which is related to any of the Business; provided, -------- however, that any such access to personnel shall be had or done in such a manner ------- so as not to unreasonably interfere with the normal conduct of the Seller's business or operations.
Appears in 1 contract
Books and Records; Personnel. For a period of six years after ---------------------------- the Closing Date (or such longer period as may be required by any governmental body or ongoing legal proceeding):
(a) Purchaser shall not dispose of or destroy any of the business records Business Records material to Sellers and files created prior to the Closing until after the second anniversary of the BusinessClosing Date. If Thereafter, if Purchaser wishes to dispose of or destroy such records any of the Business Records material to Sellers and files after that timecreated prior to the Closing, it shall first give 30 60 days' ’ prior written notice to Seller Sellers and Seller Sellers shall have the right, at its option and expense, upon prior written notice to Purchaser, Purchaser within such 30 60-day period, to take possession of the records and files such Business Records within 60 90 days after the date of the Seller's noticenotice from Sellers.
(b) Purchaser shall allow Seller Sellers and any of its directors, officers, employees, counsel, representatives, accountants and auditors (collectively, the "Seller “Sellers’ Representatives"”) reasonable access to all business records and files of the Business which Records that are transferred to it in connection herewith, which are reasonably required by such party in anticipation ofconnection with Sellers’ rights and obligations as the former owner of the Acquired Assets, or preparation for, any existing or future litigation, arbitration, administrative proceeding or tax return preparation during regular business hours and upon reasonable notice at Purchaser's ’s principal place of business or at any location where such records are stored, and Seller Sellers Representatives shall have the right, at its own expense, right to make copies of any such records and filesBusiness Records to the extent such Business Records relate to pre-Closing periods; provided, however, that any such access or -------- ------- copying shall be had or done in such a manner so as not to unreasonably interfere with the normal conduct of Purchaser's ’s business or operations.
(c) From the Closing Date through the date the Chapter 11 Case is closed, Purchaser shall make available give to Seller or the Seller Sellers’ Representatives, its counsel, financial advisors, auditors and other authorized representatives full access (during normal business hours and upon written request reasonable notice) to the Business Records to the extent such Business Records relate to pre-Closing periods, and at Seller's expense (i) personnel will furnish to assist Seller in locating Sellers’ Representatives, its counsel, financial advisors, auditors and obtaining records other authorized representatives such financial, operating and files maintained by Purchaser property-related data and (ii) any other information relating to the Business, and relating solely to pre-Closing periods, as may be necessary for administration of the personnel previously in Seller's employ whose assistance or participation is reasonably required by Seller in anticipation of, or preparation for, existing or future litigation, arbitration or administrative proceeding, tax return preparation or other matters in which Seller or any of its Affiliates is involved and which is related to any of the Business; provided, however, that any such access to personnel shall be had in such a -------- ------- manner so as not to unreasonably interfere with the normal conduct of Purchaser's business or operationsChapter 11 Case.
(d) Seller From the Closing Date, Sellers shall allow Purchaser or and any of its directors, officers, employees, counsel, representatives, accountants and auditors (the "Purchaser Representatives") reasonable access to all business Sellers’ corporate records and files of the Business retained by Seller, which are reasonably required by such party in anticipation of, or preparation for, any existing or future litigation, 50 arbitration, administrative proceeding or tax return preparation taxes during regular business hours and upon reasonable notice at Seller's Sellers’ principal place places of business or at any location where such records are stored, and such representatives of Purchaser shall have the right, at its own expense, right to make copies of any such records and files; provided, however, that any such access or copying shall be had or done -------- ------- in such a manner so as not to unreasonably interfere with the normal conduct of the Seller's Sellers’ business or operations.
(e) Seller shall make available to Purchaser or the Purchaser Representatives, upon written request and at Purchaser's expense (i) personnel to assist Purchaser in locating and obtaining records and files maintained by Seller and (ii) any other personnel whose assistance or participation is reasonably required by Purchaser in anticipation of, or preparation for, existing or future litigation, arbitration or administrative proceeding, tax return preparation or other matters in which Purchaser or any of its respective Affiliates is involved and which is related to any of the Business; provided, -------- however, that any such access to personnel shall be had or done in such a manner ------- so as not to unreasonably interfere with the normal conduct of the Seller's business or operations.
Appears in 1 contract
Samples: Asset Purchase Agreement (Proxymed Inc /Ft Lauderdale/)
