Certain Post-Closing Assistance Sample Clauses

Certain Post-Closing Assistance. On and after the Closing, and subject to Section 13.03 hereof, upon reasonable advance notice and during normal business hours, Seller and Buyer shall permit the other and its respective authorized representatives, to have access to and examine and make copies of all books and records relating to the Acquired Assets and Assumed Liabilities, including correspondence, memoranda, books of account, Tax records and the like for such purposes as required under this Agreement.

Certain Post-Closing Assistance. (a) Buyer agrees to cause, after Closing, the appropriate personnel of the Business at no costs or expense to Sellers, to prepare all customary accounting, environmental, employment, benefits-related and similar (but, not with respect to Taxes or Tax Returns) reports for Sellers with respect to the Business for periods up to the Closing Date which are reasonably requested by Sellers. Sellers agree to provide Buyer, at no costs or expense to Buyer, with information in the possession and control of Sellers in respect of accounting, environmental, employment, benefits-related and similar (but, not with respect to Taxes or Tax Returns) reports for Buyer after the Closing Date to the extent reasonably requested by Buyer. (b) Sellers and Buyer shall reasonably cooperate, and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives to cooperate, in preparing and filing all returns, reports and forms relating to Taxes, including maintaining and making available to each other all records necessary in connection with Taxes and in resolving all disputes and audits with respect to all taxable periods relating to Taxes. Each of the Sellers and Buyer recognize that Sellers and their Affiliates will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information that Buyer or its Affiliates may have to the extent that such records and information pertain to events occurring on or prior to the Closing Date with respect to the Business; therefore, Buyer agrees, and agrees to cause its Affiliates, (i) to use their reasonable best efforts to retain and maintain properly such records until the expiration of the applicable statutes of limitation (giving effect to any extensions thereof), and thereafter not to dispose of such records without first offering them to the applicable Seller, and (ii) to allow Sellers and their agents and representatives (and agents or representatives of any of the Sellers’ Affiliates), at times and dates mutually acceptable to the parties, to inspect, review and make copies of such records as Sellers reasonably deem necessary or appropriate from time to time, such activities to be conducted during normal business hours, and (iii) at no costs or expense to Sellers, to prepare or cause to be prepared, in accordance with past practice and on a timely basis, the information required by Sellers to file their Tax Returns in accordance with past practice.

Certain Post-Closing Assistance. (a) Buyers shall, at no cost or expense to Sellers, prepare all customary accounting, tax, employment, benefits-related and similar reports for the Subsidiaries for periods up to the Closing Date which are reasonably requested by Sellers, provided that such requests by Sellers shall not unreasonably interfere with the operation of the business of the Subsidiaries or the Buyers or take an unreasonable amount of time of the personnel of the Subsidiaries or the Buyers, and the Buyers shall, at no cost or expense to Sellers, prepare the final USI Financial Reporting and Tax packages substantially in the format previously provided to Buyers. Sellers agree to provide Buyers, at no cost or expense to Buyers, with information in the possession and control of Sellers in respect of accounting, employment, benefits-related and similar reports for the Buyers after the Closing Date to the extent reasonably requested by Buyers. (b) Buyers agree to cause the appropriate personnel of the Subsidiaries to assist Sellers in the prosecution or defense of any claims and litigation (including counterclaims and tax refund claims filed by the Sellers) for which Sellers have indemnified Buyers hereunder or which Buyers have not