Following the Closing. Seller shall permit Buyer and its representatives (including, without limitation, their counsel and auditors), during normal business hours, to have reasonable access to, and examine and make copies of, all books and records of Seller and its Affiliates relating to the Hospital, which books and records, are retained by Seller and which relate to transactions or events contemplated by this Agreement occurring prior to the Closing, to the maximum extent permitted by law. For a period of three (3) years after the Closing, Seller agrees that, prior to the destruction or disposition of any such books or records, Seller shall provide not less than forty-five (45) days', nor more than ninety (90) days' prior written notice to Buyer of such proposed destruction or disposal. If Buyer desires to obtain any such documents, it may do so by notifying Seller in writing at any time prior to the date scheduled for such destruction or disposal. In such event, Seller shall not destroy such documents and the parties shall then promptly arrange for the delivery of such documents to Buyer, its successors or assigns. All out-of-pocket costs associated with the delivery of the requested documents shall be paid by Buyer.
Following the Closing. Seller shall furnish to Buyer such instruments and other documents as Buyer may reasonably request for the purpose of carrying out or evidencing the transactions contemplated hereby.
Following the Closing. Sellers and its Affiliates shall maintain the confidentiality of all nonpublic information concerning the Company and its Subsidiaries; provided that Sellers and its Affiliates shall be entitled to use and/or disclose relevant portions of such information for tax, accounting and financial reporting purposes and in connection with the enforcement of their rights under this Agreement. * * * * * *
Following the Closing. Buyer shall, from time to time, execute and deliver such additional instruments, documents, conveyances or assurances and take such other actions as shall be necessary, or otherwise reasonably requested by Seller, to confirm and assure the rights and obligations provided for in this Agreement and render effective the consummation of the transactions contemplated hereby.
Following the Closing. Buyer shall permit Seller's representatives (including, without limitation, their counsel and auditors), during normal business hours, to have reasonable access to, and examine and make copies of, all books and records of the Business which relate to transactions or events occurring prior to the Closing. All out-of-pocket costs associated with the delivery of the requested documents shall be paid by Seller.
Following the Closing. Buyer, at Buyer’s expense, may engage an auditing firm to conduct an audit of the revenues and expenses of Seller attributable to the Assets for the period from one year prior to the Effective Time through the Closing Date. Seller agrees that it will cooperate and assist such auditors including, without limitation, making available (at Buyer’s sole cost and expense) books, records, and personnel reasonably requested by such auditing firm.
Following the Closing. Buyer shall provide Seller and its Representatives access to the records, properties, personnel and (subject to the execution of customary work paper access letters if requested) auditors of the Company Group relating to the preparation of the Final Closing Statement and shall cause the personnel of the Company Group to cooperate with Seller in connection with its review of the Final Closing Statement.
Following the Closing the Buyer shall not cause or permit any Company to file a Tax Return with respect to a taxable period that ended on or prior to the Closing (or amend a Tax Return filed pursuant to clause (ii) above after the Closing but included the Closing Date) without the Seller's prior consent, which consent shall not unreasonably be withheld, delayed or conditioned.
Following the Closing the Members shall keep confidential all information concerning the business, operations, properties, assets and financial affairs of Treyarch and may disclose such information only upon receipt of prior written consent from Activision, as required by law, or if such disclosure is required (a) in connection with the Members' filing of any state or federal income tax returns, or (b) by order of any judicial or administrative authority; provided, however, the Members shall not be required to keep confidential information that (x) is or becomes generally available to the public other than as a result of disclosure by the Members, (y) is or becomes available to the Members on a nonconfidential basis from a source other than Activision or (z) the Members or any of their affiliates is required to disclose pursuant to applicable law, rule, regulation or subpoena.
Following the Closing. Buyer and Hanover shall use their, and shall cause their subsidiaries to use their, reasonable efforts to obtain promptly such Approvals; provided, however, that none of Hanover or any of its subsidiaries shall be required to pay any consideration therefor, other than filing, recordation or similar fees payable to any domestic or foreign government or governmental authority. Pending such Approval, (i) the parties shall cooperate with each other in any reasonable and lawful arrangements designed to allocate to Seller the benefits and burdens of such asset or liability not sold, assigned, transferred, conveyed or delivered prior to the Closing (each, a "Seller Deferred Item") and (ii) Buyer and Hanover shall, or shall cause their subsidiaries to, enforce, at the reasonable request of Seller for the account of Seller, any rights of Hanover and its subsidiaries arising from such Seller Deferred Item. Once such Approval for the sale, assignment, transfer, conveyance, delivery or assumption of a Seller Deferred Item is obtained, Hanover and Buyer shall, or shall cause their applicable subsidiary to, promptly assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, such Seller Deferred Item to Seller for no consideration and Seller shall, or shall cause one of its subsidiaries to, effect the assumption of any Seller Deferred Items constituting an obligation. To the extent that any such Seller Deferred Item cannot be transferred or the full benefits and liabilities of use of any such Seller Deferred Item cannot be provided to Seller following the Closing pursuant to this Section 1.10(b), then Buyer and Seller shall enter into such arrangements (including subleasing or contracting if permitted) to provide to Seller the economic (taking into account Tax costs and benefits) and operational equivalent of obtaining such Approval and the performance by Seller of the obligations thereunder. Nothing in this Section 1.10(b) shall affect Buyer's or Seller's rights to indemnification pursuant to Section 8.1 hereof.
