Cooperation and Proceedings; Access to Records. (a) After the Closing, each Seller shall cooperate with Buyer and its counsel and make itself and its Representatives available to Buyer and the Acquired Companies in connection with the institution or defense of any Proceeding, whether existing, threatened, or anticipated, involving or relating to the Contemplated Transactions, Buyer, any Seller, or any Acquired Company, including providing testimony, Records, and other information.
Cooperation and Proceedings; Access to Records. Each Seller and Buyer will make available to the other any Records in the nonrequesting party’s custody or control for the purpose of preparing any financial statement or Tax Return or preparing for or defending any tax-related examination of the requesting party or the Company by any Governmental Body. The party requesting such Records will reimburse the nonrequesting party for the reasonable out-of-pocket costs and expenses incurred by the nonrequesting party. The nonrequesting party will afford access to such Records during normal business hours, upon reasonable advance notice given by the requesting party, and subject to such reasonable limitations as the nonrequesting party may impose to delete competitively sensitive or privileged information.
Cooperation and Proceedings; Access to Records. (a) After the Closing, Sellers and Buyer shall reasonably cooperate with each other and their respective counsel (at the requesting party’s expense) and make themselves, the Acquired Companies and their Representatives reasonably available to the other in connection with the institution or defense of any Proceeding (other than a Proceeding in which the parties are adverse), whether existing, threatened, or anticipated, involving or relating to the Contemplated Transactions, Buyer, any Seller, or any Acquired Company, including providing testimony, Records, and other information; subject to receipt of a confidentiality agreement in form and substance reasonably satisfactory to the non-requesting party and subject to their rights and obligations respecting maintenance of privileges and confidences.
Cooperation and Proceedings; Access to Records. (a) After each Closing, Shareholder shall cooperate with the Company and its counsel and make himself and his Related Parties available to the Company and the FFIN Companies in connection with the institution or defense of any Proceeding, whether existing, threatened, or anticipated, involving or relating to the Acquisitions, the Company, Shareholder, or any FFIN Company, including providing testimony, Records, and other information.
Cooperation and Proceedings; Access to Records. (a) At least three (3) Business Days prior to the Closing Date, the Company will obtain and deliver an investor representation letter to Buyer substantially in the form of Exhibit H (each, an “Investor Letter”) from each Company Stockholder.
Cooperation and Proceedings; Access to Records. (a) After the Closing, each Party shall cooperate with each other Party and its respective counsel and make him, her or itself reasonably available to the other Parties in connection with the institution or defense of any Claim, whether existing, threatened or anticipated, involving or relating to this Agreement and the transactions contemplated hereby, the calculation of any adjustments hereunder, including providing reasonable access to officers, directors, managers, employees, former employees, counsel, accountants, testimony, Records, properties and other information.
Cooperation and Proceedings; Access to Records. Subject in each case to Section 5.3:
Cooperation and Proceedings; Access to Records. (a) After the Closing, each of the Company Stockholders shall cooperate with Buyer and its counsel and make itself and its Representatives available to Buyer and the Company in connection with the institution or defense of any Proceeding, whether pending, Threatened, or anticipated, involving or relating to the Contemplated Transactions, Buyer or the Company, including providing testimony, business or stock records, and other information.
Cooperation and Proceedings; Access to Records. (a) For a period of five (5) years following the Closing, each of the Stockholder Representative, the Company Stockholders and the Buyer, shall cooperate with the other Parties and their counsel and make themselves and their Representatives available to the other Parties in connection with the institution or defense of any Proceeding, whether pending, Threatened, or anticipated, involving or relating to the Contemplated Transactions, Buyer or the Company, or the Company Stockholders, including providing testimony, business or stock records, and other information.
Cooperation and Proceedings; Access to Records. (a) After the execution of this Agreement, each party hereto shall cooperate with the Company and its counsel and make itself and its directors, officers, employees, advisors, accountants, bankers, financial advisors, legal counsel, agents and consultants (“Representatives”) reasonably available to the Company in connection with the institution or defense of any Proceeding, whether existing, threatened, or anticipated, involving or relating to the transactions contemplated herein, the Company, New Windsor or Rensselaer including providing testimony, books and records, and other information.
