Common use of Delivery of Records and Contracts Clause in Contracts

Delivery of Records and Contracts. At the Closing, Seller shall deliver or cause to be delivered to Buyer all of Seller's leases, contracts, commitments, agreements (including without limitation non-competition agreements) and rights, with such assignments thereof and consents to assignments as are necessary to assure Buyer of the full benefit of the same. Seller shall also deliver to Buyer at the Closing all of Seller's business records, state tax returns, books and other data relating to its assets, business and operations (except corporate records and other property of Seller excluded under Subsection 1.1(b) as to which only copies need be delivered in accordance with such Section), and Seller shall take all requisite steps to put Buyer in actual possession and operating control of the assets and business of Seller. Notwithstanding the foregoing, (i) Seller need not deliver those records not located at Seller's offices for which physical delivery may not be practicable provided that Seller and Stockholder provide Buyer with such reasonable access to such records as Buyer may deem necessary from time to time; and (ii) Seller and its counsel may retain copies of such records as Seller deems necessary in its reasonable good faith judgment for the purposes of satisfying its financial, tax, and legal reporting requirements, provided that, at or prior to Closing, but in no event shall Seller, Stockholder or its counsel retain copies of materials which constitute technology which is part of the Subject Assets.

Delivery of Records and Contracts. At the Closing, Seller the Company shall deliver or cause to be delivered to Buyer Purchaser all of Seller's the leases, contracts, commitments, agreements (including without limitation non-competition agreements) and rightsrights constituting Acquired Assets, with such assignments thereof and consents to assignments as are necessary to assure Buyer Purchaser of the full benefit of the same, subject to Section 3.6 with respect to agreements not freely assignable at the date hereof. Seller The Company shall also deliver to Buyer Purchaser at the Closing all of Seller's business records, state tax returns, books and other data relating to its assetsthe Company dental business (or true and complete copies in the case of tax and accounting records), business and operations (except corporate records the Corporate Records and other property of Seller excluded under Subsection 1.1(b) as to which only copies need be delivered in accordance with such Section)Excluded Assets, and Seller the Company shall take all requisite steps to put Buyer Purchaser in actual possession and operating control of the assets Acquired Assets as of the Closing. After the Closing, Purchaser shall afford to the Company and business its accountants and attorneys, for the purpose of Seller. Notwithstanding preparing such tax returns of the foregoingCompany as may be required after the Closing, (i) Seller need not deliver those records not located at Seller's offices for which physical delivery may not be practicable provided that Seller and Stockholder provide Buyer with such reasonable access to the books and records of the Company delivered to Purchaser under this Agreement and shall permit the Company at the Company's expense, to make extracts and copies therefrom, provided that all such records information shall be held in confidence except as Buyer may deem necessary from time to time; and (ii) Seller and its counsel may retain copies of such records as Seller Purchaser deems necessary in its reasonable good faith judgment for the purposes of satisfying its financial, tax, and legal reporting requirements, provided that, at to prepare or prior complete tax returns or to Closing, but in no event shall Seller, Stockholder respond to inquiries from taxing authorities or its counsel retain copies of materials which constitute technology which is part of the Subject Assetspursuant to court order.

Delivery of Records and Contracts. At the Closing, Seller shall deliver or cause to be delivered to Buyer Purchaser all of Seller's the leases, contracts, commitments, agreements (including without limitation non-competition agreements) and rightsrights constituting Acquired Assets, with such assignments thereof and consents to assignments as are necessary to assure Buyer Purchaser of the full benefit of the same, subject to Section 3.5 with respect to agreements not freely assignable at the date hereof. Seller shall also deliver to Buyer Purchaser at the Closing all of Seller's business records, state tax returns, books and other data relating to its assetsthe Seller's Dental Business (or true and complete copies in the case of tax and accounting records), business and operations (except corporate records the Corporate Records and other property of Seller excluded under Subsection 1.1(b) as to which only copies need be delivered in accordance with such Section)Excluded Assets, and Seller shall take all requisite steps to put Buyer Purchaser in actual possession and operating control of the assets Acquired Assets as of the Closing. After the Closing, Purchaser shall afford to Seller and business its accountants and attorneys, for the purpose of Seller. Notwithstanding preparing such tax returns of Seller as may be required after the foregoingClosing, (i) reasonable access to the books and records of Seller need not deliver those records not located delivered to Purchaser under this Agreement and shall permit Seller at Seller's offices for which physical delivery may not be practicable expense, to make extracts and copies therefrom, provided that Seller and Stockholder provide Buyer with all such reasonable access to such records information shall be held in confidence except as Buyer may deem necessary from time to time; and (ii) Seller and its counsel may retain copies of such records as Seller Purchaser deems necessary in its reasonable good faith judgment for the purposes of satisfying its financial, tax, and legal reporting requirements, provided that, at to prepare or prior complete tax returns or to Closing, but in no event shall Seller, Stockholder respond to inquiries from taxing authorities or its counsel retain copies of materials which constitute technology which is part of the Subject Assetspursuant to court order.

Delivery of Records and Contracts. At the Closing, Seller shall deliver or cause to be delivered to Buyer all of Seller's the leases, contracts, commitments, agreements (including without limitation non-competition agreements) and rightsrights constituting Subject Assets, with such assignments thereof and consents to assignments as are necessary to assure Buyer of the full benefit of the same, subject to Section 2.4 with respect to agreements not freely assignable at the date hereof. Seller shall also deliver to Buyer at the Closing all of Seller's business records, state tax returns, books and other data relating to its assetsthe MacGregor Dental Centers business (or true and complete copies in the case of tax and accounting records), business and operations (except corporate records the Corporate Records and other property of Seller excluded under Subsection 1.1(b) as to which only copies need be delivered in accordance with such Section)Excluded Assets, and Seller shall take all requisite steps to put Buyer in actual possession and operating control of the assets Subject Assets as of the Closing. After the Closing, Buyer shall afford to Seller and business Parents and their accountants and attorneys, for the purpose of Seller. Notwithstanding preparing such tax returns of Seller or any Parent as may be required after the foregoingClosing, (i) reasonable access to the books and records of Seller need not deliver those records not located delivered to Buyer under this Section and shall permit Seller and each Parent, at Seller's offices for which physical delivery may not be practicable and each Parent's expense, to make extracts and copies therefrom, provided that Seller and Stockholder provide Buyer with all such reasonable access to such records as Buyer may deem necessary from time to time; and (ii) Seller and its counsel may retain copies of such records as Seller deems necessary information shall be held in its reasonable good faith judgment for the purposes of satisfying its financial, tax, and legal reporting requirements, provided that, at or prior to Closing, but in no event shall Seller, Stockholder or its counsel retain copies of materials which constitute technology which is part of the Subject Assetsconfidence.