Covenants Regarding Information. (a) From the execution hereof through the Closing Date, the MBS Parties shall, and shall cause the Company and its Subsidiaries to, afford the Buyer and its Representatives reasonable access at all reasonable times to the Representatives, properties, offices, plants and other facilities, books and records of the Company and each of its Subsidiaries (including for (i) inspection and copying of documents and (ii) inspection of mechanical equipment and Software), and shall furnish the Buyer with such financial, operating and other data and information as the Buyer may reasonably request; provided, that (x) such access shall be conducted in a manner not to interfere with the businesses or operations of the Company and its Subsidiaries and (y) such access shall not, based on advice of counsel to the Company, result in the waiver of any attorney-client privilege; provided, further, that the parties hereto shall cooperate in seeking to find a way, including making substitute arrangements, to allow such access to, and disclosure of, such information in a manner which would not (w) interfere with the businesses or operations of the Company and its Subsidiaries or (z) in the good faith belief of the Company, after consultation with counsel, reasonably be likely to result in the waiver of any such any attorney-client privilege. (b) On the Closing Date, the MBS Parties will deliver or cause to be delivered to the Buyer all original (and any and all copies of) agreements, documents, and books and records and all computer disks, records or tapes or any other storage medium on which agreements, documents, books and records, files and other information relating to the business and operations of the Company and its Subsidiaries are stored, in each case, that are not on the property of the Company or any of its Subsidiaries and that are in the possession of one or more of the MBS Parties. Following the Closing Date, none of the MBS Parties shall retain in its possession or under its control, in any form, any agreements, documents, or books and records, or any computer disks, records or tapes or any other storage medium that contains copies of any agreements, documents, books and records, files and other information relating to the business and operations of the Company and its Subsidiaries (including any personal or other information stored on any media by any employees of the Company or any of its Subsidiaries), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of any of the MBS Parties (including any “cloud” storage platform); provided that, upon reasonable notice, the Designated Representative shall be entitled to reasonable access to such pre-Closing records, and shall be entitled to make copies thereof, to the extent necessary for preparation of Tax returns or to defend or prosecute any Action.
Appears in 1 contract
Samples: Purchase Agreement (Barnes & Noble Education, Inc.)
Covenants Regarding Information. (a) From the execution date hereof through until the Closing Date, the MBS Parties shall, and Company shall cause the Company and its Subsidiaries to, afford the Buyer and its Representatives reasonable access (including for inspection and copying) at all reasonable times to the Company and the Company’s Representatives, properties, offices, plants and other facilities, and books and records of relating to the Company Business and each of its Subsidiaries (including for (i) inspection and copying of documents and (ii) inspection of mechanical equipment and Software)the Company, and shall furnish the Buyer with such financial, operating and other data and information in connection with the Business as the Buyer may reasonably request; provided, that (x) such access shall be conducted in a manner not to interfere with the businesses or operations of the Company and its Subsidiaries and (y) such access shall not, based on advice of counsel to the Company, result in the waiver of any attorney-client privilege; provided, further, that the parties hereto shall cooperate in seeking to find a way, including making substitute arrangements, to allow such access to, and disclosure of, such information in a manner which would not (w) interfere with the businesses or operations of the Company and its Subsidiaries or (z) in the good faith belief of the Company, after consultation with counsel, reasonably be likely to result in the waiver of any such any attorney-client privilege.
(b) On the Closing Date, the MBS Seller Parties will deliver or cause to be delivered to the Buyer all original (and any and all copies of) agreements, documents, and books and records and all computer disks, records or tapes or any other storage medium on which agreements, documents, books and records, files and other information relating to the business and operations of the Company and its Subsidiaries the Business are stored, in each case, that are not on the property of the Company or any of its Subsidiaries and that are in the possession of one or more under the control of the MBS PartiesCompany. Following the Closing Date, none of the MBS Parties Sellers shall not retain in its their possession or under its their control, in any form, any agreements, documents, or books and records, or any computer disks, records or tapes or any other storage medium that contains copies of any agreements, documents, books and records, files and other information relating to the business and operations of the Company and its Subsidiaries (including any personal or other information stored on any media by any employees of the Company or any of its Subsidiaries)the Business, including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of any of the MBS Parties Company (including any “cloud” storage platform); provided thatprovided, upon reasonable noticehowever, that Sellers may retain in their possession or under their control such documents, agreements, schedules, books, and records that pertain or relate to this Agreement or the Transaction. If, notwithstanding the foregoing, a Seller Party discovers following the Closing Date that it is in possession of or has under its control any agreements, documents, or books and records or any computer disks, records or tapes or any other storage medium on which any agreements, documents, books and records, files and other information relating to the Business or the Company are stored, the Designated Representative Seller Party shall be entitled (x) deliver to reasonable access the Buyer any such information which may not have been previously delivered pursuant to the first sentence of this Section 6.2(b) and (y) thereafter permanently delete and erase all such pre-Closing records, and shall be entitled to make information (including all copies thereof, to the extent necessary for preparation of Tax returns ) in its possession or to defend or prosecute any Actionunder its control as soon as reasonably practicable.
Appears in 1 contract
Covenants Regarding Information. (a) From the execution hereof through the Closing Date, the MBS Parties shall, and shall cause the Company and its Subsidiaries to, afford the Buyer and its Representatives reasonable access at all reasonable times to the Representatives, properties, offices, plants and other facilities, books and records of the Company and each of its Subsidiaries (including for (i) inspection and copying of documents and (ii) inspection of mechanical equipment and Software), and shall furnish the Buyer with such financial, operating and other data and information as the Buyer may reasonably request; provided, that (x) such access shall be conducted in a manner not to interfere with the businesses or operations of the Company and its Subsidiaries and (y) such access shall not, based on advice of counsel to the Company, result in the waiver of any attorney-client privilege; provided, further, that the parties hereto shall cooperate in seeking to find a way, including making substitute arrangements, to allow such access to, and disclosure of, such information in a manner which would not (w) interfere with the businesses or operations of the Company and its Subsidiaries or (z) in the good faith belief of the Company, after consultation with counsel, reasonably be likely to result in the waiver of any such any attorney-client privilege.
(b) On the Closing Date, the MBS Parties will each Seller shall deliver or cause to be delivered to the Buyer all original (and any and all copies of) agreements, documents, and books and records records, files and other information, and all computer disks, records or records, tapes or and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case, relating to the business and operations of the Company and its Subsidiaries are storedCompany, in each case, that are not on the property of the Company or any of its Subsidiaries and that are in the possession of one or more under the control of such Seller, in each case to the MBS Partiesextent not necessary or incident to Xxxxxx’x continuing employment with the Company. Following the Closing DateClosing, none in the event Xxxxxx’x employment with the Company is terminated for any reason (including, for the avoidance of doubt, upon expiration of the MBS Parties term of any then-current employment agreement or similar arrangement), no Seller shall retain in its possession or under its control, in any form, any agreements, documents, or books and records, files or other information, or any computer disks, records or records, tapes or any other storage medium that contains copies of any agreements, documents, books and records, files and other information information, relating to the business and operations of the Company and its Subsidiaries (including any personal or other information stored on any media by any employees of the Company or any of its SubsidiariesCompany), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of any of the MBS Parties Seller (including any “cloud” storage platform); provided that. If, notwithstanding the foregoing, a Seller discovers following such termination of Xxxxxx’x employment with the Company for any reason, that such Seller is in possession of or has under its control any such items, such Seller shall (x) deliver to Buyer any such items and (y) thereafter permanently delete and erase all such information (including all copies thereof) in its possession or under its control as soon as reasonably practicable.
(b) For a period of seven years after the Closing, Buyer will cause the Company to provide the Seller Representative and its Representatives with reasonable access (for the purpose of examining and copying, at the Seller Representative’s expense), upon reasonable notice, the Designated Representative shall be entitled to reasonable access to such pre-Closing records, prior written notice and shall be entitled to make copies thereofduring normal business hours, to the extent necessary personnel, books and records of the Company with respect to periods or occurrences prior to or on the Closing Date in connection with this Agreement or the transactions contemplated hereby. Buyer shall notify the Seller Representative in writing at least 10 days in advance of destroying, altering or otherwise disposing of any books and records of the Company or any portions thereof prior to the seventh anniversary of the Closing Date, relating to periods prior to the Closing Date, in order to provide to the Seller Representative the opportunity to copy such books and records in accordance with this Section 5.1. Notwithstanding the foregoing, neither Buyer nor the Company shall be required to provide access to any information to the Seller Representative and its Representatives if (i) such access would jeopardize any attorney-client or other legal privilege, (ii) such access would contravene any applicable Laws (including any COVID-19 Measures), fiduciary duty or binding agreement entered into prior to the date hereof, or (iii) following the termination of Xxxxxx’x employment with the Company for preparation any reason (including, for the avoidance of Tax returns doubt, upon expiration of the term of any then-current employment agreement or similar arrangement) the information to defend or prosecute any Actionbe accessed should not be disclosed due to its competitively sensitive nature.
Appears in 1 contract
Samples: Stock Purchase Agreement (Compass Group Diversified Holdings LLC)
Covenants Regarding Information. (a) From the execution date hereof through until the Closing Date, the MBS Parties Sellers shall, and shall cause Blocker, the Company and its Subsidiaries Subsidiaries, and their respective Representatives, to, afford the Buyer and its Representatives reasonable complete access (including for inspection and copying) at all reasonable times during normal business hours, and with reasonable prior notice to the Representatives, properties, offices, plants and other facilities, books and records of Blocker, the Company and each of its Subsidiaries (including for (i) inspection and copying of documents and (ii) inspection of mechanical equipment and Software)Subsidiaries, and shall furnish the Buyer with such financial, operating and other data and information as the Buyer may reasonably request; provided. Notwithstanding anything in this Section 5.2 to the contrary, that (x) no such access investigation or examination shall involve any invasive or intrusive investigation or testing or shall be conducted in a manner not to interfere with the businesses or operations of the Company and its Subsidiaries and (y) such access shall not, based on advice of counsel permitted to the Company, result in extent that it would require the waiver of any Sellers to disclose information (i) subject to attorney-client privilege; provided, further, that the parties hereto shall cooperate in seeking to find a way, including making substitute arrangements, to allow such access to, and disclosure of, such information in a manner (ii) which would not (w) interfere conflict with any confidentiality obligations to which the businesses Sellers or operations any member of the Company and its Subsidiaries Group are bound, (iii) in violation of applicable Law, or (ziv) in the good faith belief that forms a part of the Company, after consultation with counsel, reasonably be likely to result in analysis of this Agreement and the waiver of any such any attorney-client privilegetransactions contemplated hereby by the Sellers or the Company Group.
(b) On the Closing Date, the MBS Parties Sellers will deliver deliver, or cause to be delivered delivered, to the Buyer all original (and any and all copies of) agreements, documents, and books and records and all computer disks, records or tapes or any other storage medium on which agreements, documents, books and records, files and other information relating to the business and operations of Blocker, the Company and its Subsidiaries are stored, in each case, that are not on the property of the Company or any of its Subsidiaries and that are in the possession of one or more under the control of the MBS PartiesSellers. Following the Closing Date, none of the MBS Parties Sellers shall not retain in its possession or under its control, in any form, any agreements, documents, or books and records, or any computer disks, records or tapes or any other storage medium that contains copies of any agreements, documents, books and records, files and other information relating to the business and operations of Blocker, the Company and its Subsidiaries (including any personal or other information stored on any media by any employees of the Company or any of its Subsidiaries), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of any of the MBS Parties Sellers (including any “cloud” storage platform); provided that. If, upon reasonable noticenotwithstanding the foregoing, the Designated Representative shall be entitled to reasonable access to such pre-Sellers discover following the Closing Date that they are in possession of or have under their control any agreements, documents, or books and records or any computer disks, records or tapes or any other storage medium on which any agreements, documents, books and records, files and other information relating to the business and operations of Blocker, the Company and its Subsidiaries are stored, the Sellers shall be entitled (x) deliver to make the Buyer any such information which may not have been previously delivered pursuant to the first sentence of this Section 5.2(b) and (y) thereafter permanently delete and erase all such information (including all copies thereof) in its possession or under its control as soon as reasonably practicable.
(c) Notwithstanding the provisions of Section 5.2(b), the Sellers shall not be required to deliver information to the Buyer to the extent necessary for preparation disclosure of Tax returns such information would (i) jeopardize any attorney-client privilege, protection under the work product doctrine or other legal privilege or (ii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to defend or prosecute any Actionthe date hereof.
Appears in 1 contract
