Documents and Information; Cooperation Clause Samples
Documents and Information; Cooperation. (a) After the Closing Date, Buyer shall, and shall cause the Group Companies and any of their Subsidiaries to, until the seventh anniversary of the Closing Date, use commercially reasonable efforts to retain all books, records and other documents pertaining to the business of the Group Companies in existence prior to the Closing and make the same available for inspection and copying by Seller (at Seller’s expense), in each case, for reasonable business purposes, during normal business hours of the Group Companies or any of their Subsidiaries, as applicable, upon reasonable request and upon reasonable notice.
(b) Following the Closing, in connection with the defense of any Action affecting any Group Company (including the Specified Matter) to the extent such defense relates to events occurring prior to the Closing, Buyer shall, at the reasonable request of Seller, and Seller shall, at the reasonable request of Buyer or the Company, reasonably cooperate with and provide reasonable assistance to the party that controls the defense of such Action (in such capacity, collectively with its Affiliates, the “Defending Party”); provided, however, that such cooperation and assistance shall only be required in connection with the defense of any Action with respect to which the Defending Party has, without limitation of Section 6.14, acknowledged its responsibility in writing (including pursuant to Section 6.18 or Section 6.19). Without limiting the generality of the foregoing, such reasonable cooperation and reasonable assistance of Buyer or Seller, as applicable (in such capacity, collectively with its Affiliates, the “Assisting Party”) shall include, at the request of the Defending Party: (i) making employees of the Assisting Party with knowledge of relevant facts pertaining to the applicable Action (“Covered Employees”) reasonably available to the Defending Party for the limited purpose of allowing the Defending Party to establish such facts, and, subject to legal privileges, the Assisting Party shall not unreasonably refuse to provide the Defending Party with any information or other data that is in the Assisting Party’s control and that is reasonably requested by the Defending Party in its defense of such Action, (ii) subject to legal privileges, not unreasonably refusing to produce copies of all documents relating to the applicable Action that are within the possession, custody or control of the Assisting Party reasonably promptly upon a request for such product...
Documents and Information; Cooperation. After the Effective Time, Parent shall, and shall cause the Surviving Entity and its Subsidiaries to, until the seventh anniversary of the Closing Date, retain all books, records and other documents pertaining to the business of the Group Companies in existence on the Closing Date and to make the same available for inspection and copying by the Representative, solely in connection with a Company Stockholder’s tax reporting obligations or other regulatory requirements, during normal business hours of the Surviving Entity or any of its Subsidiaries, as applicable, upon reasonable request and upon reasonable notice; provided that Representative on the one hand and Parent, the Surviving Entity or any of their Subsidiaries on the other hand, are not engaged in litigation or any other dispute resolution process (including any claim for indemnification hereunder), and there does not exist any threatened or pending claim (whether written or oral) between the Parties, with respect to the transactions contemplated by this Agreement or such documents do not relate to the subject matter of such litigation or other proceedings or pending or threatened claim. Such books, records or documents may be destroyed on or after the seventh anniversary of the Closing Date by Parent, the Surviving Entity or any of its Subsidiaries, unless the Representative shall have requested, during the 12 months prior to the seventh anniversary of the Closing Date, in writing that the Representative be given a reasonable opportunity to obtain possession thereof; provided that Parent may destroy such books, records and documents that have been otherwise delivered to the Representative prior to the seventh anniversary of the Closing Date, in which case Parent shall have no further obligations with respect to the same such books, records and documents. In addition, Parent shall give the Representative prompt written notice acknowledging Parent’s receipt of audited financial statements of the Company for the year ended December 31, 2011.