Certain Post-Closing Access Provisions Sample Clauses
Certain Post-Closing Access Provisions. (a) For a period of seven (7) years after the Closing Date, Buyer shall use commercially reasonable efforts to preserve and retain, or to cause the Company Entities to preserve and retain and maintain all material corporate, accounting, legal and Tax books and records of the Company Entities relating to the conduct of the business and operations of the Company Entities prior to the Closing Date. Notwithstanding the foregoing, if Buyer desires to destroy or dispose of any such books or records during such period, it shall first provide written notice to Seller offering to Seller possession or transfer of such books and records, subject to a customary written confidentiality agreement (which offer must be accepted within thirty (30) days after receipt thereof or it will be deemed to have been rejected, in which case Buyer shall be permitted to proceed with the destruction or disposal described in its notice).
(b) After the Closing Date, except as is necessary to comply with any applicable Laws or preserve the attorney-client privilege, other legal privilege or contractual confidentiality obligations (the “Access Exceptions”), Buyer shall cause the Company and its Subsidiaries to permit Seller (and its counsel, advisors, agents or other representatives reasonably requiring such access in light of the purpose therefor) to have reasonable access, during normal business hours and on reasonable advance notice, to the extent reasonably required by Seller in connection with its accounting, Tax or legal defense needs or as otherwise reasonably requested, to, and to inspect and copy (including in electronic form), all materials referred to in this Section 6.13 and reasonably related to such purpose; provided, however, that Seller and its representatives will agree in advance to a customary confidentiality agreement with respect to such information and provided, further, that such access shall not unreasonably interfere with the business, personnel or operations of Buyer, the Company Entities or any of their respective Affiliates. In the event Buyer withholds any information hereunder as a result of the Access Exceptions, Buyer shall inform Seller of such fact and describe the information being so withheld and if requested by Seller, Buyer will use commercially reasonable efforts to provide extracts or summaries of the protected information or otherwise provide such information in a manner that would not jeopardize the applicable protection or privilege or contravene ...
Certain Post-Closing Access Provisions. From and after the Closing, Buyer shall, and shall cause the Company Entities and Blockers to, provide Seller Representative and its Representatives, with reasonable access (for the purpose of examining and copying) or if requested provide copies, during normal business hours, to the books and records of the Company Entities and Blockers with respect to periods or occurrences prior to or on the Closing Date to the extent requested in connection with any financial, tax, accounting or similar reporting obligations by the Seller Representative or any former direct or indirect equityholder of the Company. Unless otherwise consented to in writing by Seller Representative, until the seventh (7th) anniversary of the Closing Date, Buyer shall not, and shall not permit Blockers or any Company Entity to, destroy, alter or otherwise dispose of any of the books and records of Blocker or any Company Entity for any period prior to the Closing Date without first giving reasonable prior written notice to Seller Representative and offering to surrender to Seller Representative such books and records or any portion thereof which Buyer or any Company Entity may intend to destroy, alter or dispose of.
Certain Post-Closing Access Provisions. (a) For a period of seven (7) years, or, if shorter, the applicable period specified in Buyer’s document retention policy, after the Closing Date, Buyer shall use commercially reasonable efforts to preserve and retain, or to cause the Company Entities and Blocker to preserve and retain and maintain, in an accessible form, all material corporate, accounting, legal and Tax books and records of the Company Entities and Blocker relating to the conduct of the business and operations of the Company Entities and Blocker prior to the Closing Date and after such period and prior to the destruction of such books and records, Buyer shall upon written request of the Seller Representative offer to the Seller Representative possession or transfer of such books and records (which offer must be accepted within thirty (30) days after receipt thereof or it will be deemed to have been rejected); provided, however, that the Seller Representative and its Representatives will agree in advance to a customary confidentiality agreement with respect to such information.
Certain Post-Closing Access Provisions. (a) For a period of seven (7) years after the Closing Date, Buyers shall preserve and retain, or cause its applicable Affiliates to preserve and retain and maintain in an accessible form, all corporate, accounting, legal and tax books and records of the Business relating to the conduct of the business and operations of the Business prior to the Closing Date.
(b) After the Closing Date, Buyers shall cause the Business to permit Sellers (and their counsel, advisors, agents or other representatives reasonably requiring such access in light of the purpose therefor) to have reasonable access, during normal business hours and on reasonable advance notice, to the extent reasonably required by Sellers in connection with its accounting, tax, legal defense or other similar needs to, and to inspect and copy (including in electronic form), all materials referred to in this Section 7.09 and to meet with officers and employees of ▇▇▇▇▇▇ and the Business on a mutually convenient basis in order to obtain explanations with respect to such materials, and to obtain additional information and to call
(c) Notwithstanding anything to the contrary contained in this Agreement, in the event of any litigation or threatened litigation between Sellers and their respective Affiliates, employees, agents, partners, representatives, successors and permitted assigns, on the one hand, and Buyer Indemnified Parties, on the other hand, relating to this Agreement or the transactions contemplated hereby, the covenants contained in this Section 7.09 shall not apply thereto (including for discovery purposes) and shall not be considered a waiver by any party of any right to assert the attorney-client privilege or any similar privilege.
Certain Post-Closing Access Provisions. (a) For a period of seven (7) years after the Closing Date, Parent shall use commercially reasonable efforts to preserve and retain, or to cause the Surviving Corporation to preserve and retain and maintain, in an accessible form, all material corporate, accounting, legal and tax books and records of the Company relating to the conduct of the business and operations of the Company prior to the Closing Date. Following the expiration of such seven (7) year period and prior to the destruction of such books and records, Parent shall upon written request of the any Shareholder or Optionholder offer possession or transfer of such books and records (which offer must be accepted within 30 days after receipt thereof or it will be deemed to have been rejected).
(b) After the Closing Date, Parent shall cause the Surviving Corporation and its subsidiaries to permit any Shareholder or Optionholder (and its counsel, advisors, agents or other representatives reasonably requiring such access in light of the purpose therefor) to have reasonable access, during normal business hours and on reasonable advance notice, to the extent reasonably required in connection with its accounting, tax, legal defense or other similar needs to, and to inspect and copy (including in electronic form), all materials referred to in this Section and to meet with officers and employees of Parent and the Surviving Corporation and its subsidiaries on a mutually convenient basis in order to obtain explanations with respect to such materials, and to obtain additional information and to call such officers and employees as witnesses.