Common use of Books, Records and Files Clause in Contracts

Books, Records and Files. (a) Seller shall deliver or otherwise provide to Purchaser (i) on the Closing Date, all Books, Records and Files included in the Purchased Assets kept in electronic form, (ii) as soon as practicable following the completion of each of (x), (y) and (z) below, all Books, Records and Files included in the Purchased Assets kept in physical form and which are used by Seller (and/or its auditors) to (x) complete its audit for the fiscal year ended September 30, 2015, (y) to prepare the Definitive Proxy Statement and (z) complete the financial statements referenced in Section 7.2(b), and (iii) as soon as practicable following Closing, all other Books, Records and Files included in the Purchased Assets kept in physical form. Following Closing, Seller agrees to give Purchaser and its representatives reasonable cooperation and access (including copies), as needed, during normal business hours and upon reasonable notice, with respect to the Books, Records and Files included in the Purchased Assets which are to be delivered following the Closing Date pursuant to this Section 7.9(a), in each case as may be necessary for general business purposes, including the defense of litigation, the preparation of Tax returns and financial statements and the management and handling of Tax audits; provided that such cooperation and access does not unreasonably disrupt the normal operations of Seller or its Affiliates. (b) Purchaser and Seller agree that Seller may maintain a copy of any Books, Records and Files. Purchaser agrees to retain and maintain the Books, Records and Files included in the Purchased Assets in accordance with its document retention policies. (c) During the period Purchaser retains the Books, Records and Files, Purchaser agrees to give Seller and its representatives reasonable cooperation and access (including copies), as needed, during normal business hours and upon reasonable notice, with respect to the Books, Records and Files included in the Purchased Assets, as may be necessary for general business purposes, including the defense of litigation, the preparation of Tax returns and financial statements and the management and handling of Tax audits; provided that such cooperation and access does not unreasonably disrupt the normal operations of Purchaser or its Affiliates. (d) Seller agrees to give Purchaser and its representatives reasonable cooperation and access, as needed, during normal business hours and upon reasonable notice, with respect to the Books, Records and Files relating to the Business and not included in the Purchased Assets, in each case as may be necessary for general business purposes, including the defense of litigation, the preparation of Tax returns and financial statements and the management and handling of Tax audits; provided that such cooperation and access does not unreasonably disrupt the normal operations of Seller or its Affiliates. (e) Notwithstanding anything to the contrary contained in this Agreement, neither party nor any of its respective Affiliates shall be required to provide access to or copies of any income Tax Returns of the other party or any such Affiliate.

Books, Records and Files. (a) Seller shall deliver Abbott or otherwise provide its Affiliates may redact from any Books, Records and Files transferred and delivered to Purchaser New Mylan, an Acquired Company or an Acquired Company Subsidiary pursuant to the terms of this Agreement any information that is not related to the Business or any Transferred Business Asset or Assumed Business Liability. (ib) on the Closing Date, New Mylan agrees to retain and maintain all Books, Records and Files that are included in the Purchased Transferred Business Assets kept in electronic form, and that are delivered to New Mylan hereunder for a period of at least seven (ii7) as soon as practicable following years after Closing (plus any additional time during which New Mylan has been advised by Abbott that (a) there is an ongoing Action with respect to Taxes with respect to periods prior to the completion of each of Closing or (x), (yb) and (z) below, all any such period is otherwise open to assessment; provided that only such Books, Records and Files included in reasonably related to the Purchased Assets kept in physical form and which are used appropriate Action with respect to Taxes or period as advised by Seller (and/or its auditors) Abbott shall be subject to (x) complete its audit for the fiscal year ended September 30such time extension). During such period, 2015, (y) to prepare the Definitive Proxy Statement and (z) complete the financial statements referenced in Section 7.2(b), and (iii) as soon as practicable following Closing, all other Books, Records and Files included in the Purchased Assets kept in physical form. Following Closing, Seller New Mylan agrees to give Purchaser provide Abbott and its representatives reasonable cooperation and cooperation, access (including copies)) and staff assistance, as needed, during normal business hours and upon reasonable notice, with respect to the Books, Records and Files included in the Purchased Assets which are delivered to be delivered following the Closing Date pursuant to this Section 7.9(a)New Mylan hereunder, in each case as may be necessary for general business purposes, including the defense of litigation, the preparation of Tax returns and financial statements and the management and handling of Tax audits; provided that such cooperation and access does not unreasonably disrupt the normal operations of Seller or its Affiliates. (b) Purchaser and Seller agree that Seller may maintain a copy of any Books, Records and Files. Purchaser Abbott agrees to retain and maintain the Books, Records and Files included in the Purchased Assets in accordance with its document retention policies. (c) During the period Purchaser retains the Books, Records and Files, Purchaser agrees to give Seller provide New Mylan and its representatives reasonable cooperation and cooperation, access (including copies), as needed, during normal business hours ) and upon reasonable notice, with respect to the Books, Records and Files included in the Purchased Assets, as may be necessary for general business purposes, including the defense of litigation, the preparation of Tax returns and financial statements and the management and handling of Tax audits; provided that such cooperation and access does not unreasonably disrupt the normal operations of Purchaser or its Affiliates. (d) Seller agrees to give Purchaser and its representatives reasonable cooperation and accessstaff assistance, as needed, during normal business hours and upon reasonable notice, with respect to the Books, Records and Files relating to the Business and not included in the Purchased Assetsretained by Abbott, in each case as may be necessary for general business purposes, including the defense of litigation, the preparation of Tax returns Returns and financial statements statements, the auditing of financial statements, other financial reporting activities and the management and handling of Tax auditsActions with respect to Taxes; provided that such cooperation cooperation, access and assistance does not unreasonably disrupt the normal operations of New Mylan or Abbott or their respective Affiliates. (c) New Mylan and Abbott agree that Abbott may maintain copies of any Books, Records and Files that are included in the Transferred Business Assets and that are delivered to New Mylan hereunder. (d) Without limiting the foregoing, New Mylan and its Affiliates shall also cooperate with and provide Abbott, the Continuing Affiliates and their respective representatives, during normal business hours and upon reasonable notice, access to information prepared or generated after the Closing related to the operation of the Business prior to the Closing, as may reasonably be requested by Abbott to prepare financial statements for the Business for the periods ending prior to or on the Closing; provided that such access does not unreasonably disrupt the normal operations of Seller New Mylan or its Affiliates. (e) Notwithstanding anything to the contrary contained in this Agreement, neither party nor any of its respective Affiliates shall be required to provide access to or copies of any income Tax Returns of the other party or any such Affiliate.

Books, Records and Files. (a) Seller shall deliver Xxxxxx or otherwise provide its Affiliates may redact from any Books, Records and Files transferred and delivered to Purchaser New Mylan, an Acquired Company or an Acquired Company Subsidiary pursuant to the terms of this Agreement any information that is not related to the Business or any Transferred Business Asset or Assumed Business Liability. (ib) on the Closing Date, New Mylan agrees to retain and maintain all Books, Records and Files that are included in the Purchased Transferred Business Assets kept in electronic form, and that are delivered to New Mylan hereunder for a period of at least seven (ii7) as soon as practicable following years after Closing (plus any additional time during which New Mylan has been advised by Xxxxxx that (a) there is an ongoing Action with respect to Taxes with respect to periods prior to the completion of each of Closing or (x), (yb) and (z) below, all any such period is otherwise open to assessment; provided that only such Books, Records and Files included in reasonably related to the Purchased Assets kept in physical form and which are used appropriate Action with respect to Taxes or period as advised by Seller (and/or its auditors) Xxxxxx shall be subject to (x) complete its audit for the fiscal year ended September 30such time extension). During such period, 2015, (y) to prepare the Definitive Proxy Statement and (z) complete the financial statements referenced in Section 7.2(b), and (iii) as soon as practicable following Closing, all other Books, Records and Files included in the Purchased Assets kept in physical form. Following Closing, Seller New Mylan agrees to give Purchaser provide Xxxxxx and its representatives reasonable cooperation and cooperation, access (including copies)) and staff assistance, as needed, during normal business hours and upon reasonable notice, with respect to the Books, Records and Files included in the Purchased Assets which are delivered to be delivered following the Closing Date pursuant to this Section 7.9(a)New Mylan hereunder, in each case as may be necessary for general business purposes, including the defense of litigation, the preparation of Tax returns and financial statements and the management and handling of Tax audits; provided that such cooperation and access does not unreasonably disrupt the normal operations of Seller or its Affiliates. (b) Purchaser and Seller agree that Seller may maintain a copy of any Books, Records and Files. Purchaser Xxxxxx agrees to retain and maintain the Books, Records and Files included in the Purchased Assets in accordance with its document retention policies. (c) During the period Purchaser retains the Books, Records and Files, Purchaser agrees to give Seller provide New Mylan and its representatives reasonable cooperation and cooperation, access (including copies), as needed, during normal business hours ) and upon reasonable notice, with respect to the Books, Records and Files included in the Purchased Assets, as may be necessary for general business purposes, including the defense of litigation, the preparation of Tax returns and financial statements and the management and handling of Tax audits; provided that such cooperation and access does not unreasonably disrupt the normal operations of Purchaser or its Affiliates. (d) Seller agrees to give Purchaser and its representatives reasonable cooperation and accessstaff assistance, as needed, during normal business hours and upon reasonable notice, with respect to the Books, Records and Files relating to the Business and not included in the Purchased Assetsretained by Xxxxxx, in each case as may be necessary for general business purposes, including the defense of litigation, the preparation of Tax returns Returns and financial statements statements, the auditing of financial statements, other financial reporting activities and the management and handling of Tax auditsActions with respect to Taxes; provided that such cooperation cooperation, access and assistance does not unreasonably disrupt the normal operations of New Mylan or Xxxxxx or their respective Affiliates. (c) New Mylan and Xxxxxx agree that Xxxxxx may maintain copies of any Books, Records and Files that are included in the Transferred Business Assets and that are delivered to New Mylan hereunder. (d) Without limiting the foregoing, New Mylan and its Affiliates shall also cooperate with and provide Xxxxxx, the Continuing Affiliates and their respective representatives, during normal business hours and upon reasonable notice, access to information prepared or generated after the Closing related to the operation of the Business prior to the Closing, as may reasonably be requested by Xxxxxx to prepare financial statements for the Business for the periods ending prior to or on the Closing; provided that such access does not unreasonably disrupt the normal operations of Seller New Mylan or its Affiliates. (e) Notwithstanding anything to the contrary contained in this Agreement, neither party nor any of its respective Affiliates shall be required to provide access to or copies of any income Tax Returns of the other party or any such Affiliate.

Books, Records and Files. The Purchaser and the Seller agree that the Seller may maintain copies of any Books, Records and Files that are included in the Purchased Assets and that are delivered to the Purchaser hereunder (abut excluding any Books, Records and Files related to any Business Intellectual Property) and the Seller may prepare a comprehensive index and file plan of such Books, Records and Files to the extent required by and in accordance with any bona fide document or record retention policy of the Seller in effect from time to time; provided, that such Books, Records and Files shall deliver or otherwise provide remain subject to the other provisions of this Agreement (including those provisions of Section 7.16). The Purchaser (i) on the Closing Date, agrees to retain and maintain all Books, Records and Files included in the Purchased Assets kept in electronic form, for a period of at least seven (7) years after the Closing (plus any additional time as required by Law or during which the Purchaser has been advised by the Seller that (i) there is an ongoing Tax audit with respect to periods prior to the Closing or (ii) as soon as practicable following the completion of each of (x), (y) and (z) below, all any such period is otherwise open to assessment; provided that only such Books, Records and Files included in reasonably related to the Purchased Assets kept in physical form and which are used appropriate Tax audit or period as advised by the Seller (and/or its auditors) shall be subject to (x) complete its audit for such time extension). During such period, the fiscal year ended September 30, 2015, (y) to prepare the Definitive Proxy Statement and (z) complete the financial statements referenced in Section 7.2(b), and (iii) as soon as practicable following Closing, all other Books, Records and Files included in the Purchased Assets kept in physical form. Following Closing, Seller Purchaser agrees to give Purchaser the Seller and its representatives reasonable cooperation and cooperation, access (including copies)) and staff assistance, as needed, during normal business hours and upon reasonable notice, with respect to the Books, Records and Files included in delivered to the Purchased Assets which are Purchaser hereunder, and the Seller agrees to be delivered following give the Closing Date pursuant Purchaser and its representatives reasonable cooperation, access and staff assistance, as needed, during normal business hours and upon reasonable notice, with respect to this Section 7.9(a)the Books, Records and Files relating to the Business and retained by the Seller, in each case as may be necessary for general business purposes, including the defense of litigation, the preparation of Tax returns and financial statements and the management and handling of Tax audits; provided provided, further that such cooperation cooperation, access and access does assistance shall be conducted at the Seller’s sole cost and expense and shall not unreasonably disrupt the normal operations of the Purchaser or the Seller or its Affiliates. (b) Purchaser and Seller agree that Seller may maintain a copy of any Books, Records and Filestheir respective Subsidiaries. Purchaser agrees to retain and maintain the Books, Records and Files included in the Purchased Assets in accordance with its document retention policies. (c) During the period Purchaser retains the Books, Records and Files, Purchaser agrees to give Seller and its representatives reasonable cooperation and access (including copies), as needed, during normal business hours and upon reasonable notice, with respect to the Books, Records and Files included in the Purchased Assets, as may be necessary for general business purposes, including the defense of litigation, the preparation of Tax returns and financial statements and the management and handling of Tax audits; provided that such cooperation and access does not unreasonably disrupt the normal operations of Purchaser or its Affiliates. (d) Seller agrees to give Purchaser and its representatives reasonable cooperation and access, as needed, during normal business hours and upon reasonable notice, with respect to the Books, Records and Files relating to the Business and not included in the Purchased Assets, in each case as may be necessary for general business purposes, including the defense of litigation, the preparation of Tax returns and financial statements and the management and handling of Tax audits; provided that such cooperation and access does not unreasonably disrupt the normal operations of Seller or its Affiliates. (e) Notwithstanding anything to the contrary contained in this Agreement, neither party the Seller nor any of its respective Affiliates Subsidiaries shall be required to provide access to or copies of any income Tax Returns of the other party Seller or any such Affiliate, except as provided in Section 9.4.