Obligations After Closing. After the Closing, Purchaser, on the one hand, and Seller, on the other hand, shall not, directly or indirectly, disclose, or permit any of its Entity Representatives to disclose, to any third party the terms and conditions of this Agreement or the Contemplated Transactions (including all or any portion of the Purchase Price) (collectively, “Confidential Information”) without the written consent of the other Parties; provided, however, that this Section 10.13(b) shall not prevent disclosure by a Party: (i) pursuant to Section 10.13(c) or Section 10.14; (ii) of information that, at the time of disclosure, is generally available to the public (other than as a result of a breach of this Agreement (including Section 10.14) or any other confidentiality agreement to which such Party is a party or of which it has actual knowledge), as evidenced by generally available documents or publications; (iii) to the extent disclosure is necessary or advisable, to its Affiliates or to such Party’s or any such Affiliate’s Entity Representatives for the purpose of performing their respective obligations under this Agreement; (iv) to banks or other financial institutions or agencies or any independent accountants or legal counsel or investment advisors employed by such Party or its Affiliates, to the extent disclosure is necessary or advisable to obtain financing; (v) to one or more potential purchasers of the Acquired Assets; (vi) to Governmental Authorities to the extent necessary to comply with its obligations under this Agreement and Law with respect to the HSR Act; (vii) as required by applicable securities or other Laws or the applicable rules of any stock exchange having jurisdiction over the disclosing Party or its Affiliates; or (viii) to the extent necessary, to enforce this Agreement; provided, however, that in each case of disclosure under clauses (iii), (iv), or (v), the Persons to whom disclosure is made agree to be bound by this confidentiality provision, and the Party making such disclosure shall be liable and responsible for any breach by such Person of this confidentiality obligation.
Obligations After Closing. The Parties shall after Closing assist and cooperate in good faith with each other in providing any and all information or documents necessary or reasonably required to fulfill their respective obligations under this Agreement.
Obligations After Closing. 13 10.1. POST-CLOSING ADJUSTMENT PROCEDURE............................ 13 10.2.
Obligations After Closing. 8.1 Survival of Representations and Covenants; Indemnification . . . . . . . . . . . . . . . . . . . 56 8.2 Guarantees. . . . . . . . . . . . . . . . . . . . . . 62 8.3 Name Changes. . . . . . . . . . . . . . . . . . . . . 57 8.4
Obligations After Closing. For a period of 18 months following the Closing Date, Foreland shall have access to and the right to copy all business records necessary to permit the preparation and audit of the financial statements required by the Securities Act and/or the Exchange Act with respect to the Business. The officers, directors, and employees will cooperate, to the extent necessary, to assist in the preparation and audit of such financial statements. In addition, PSC and Foreland shall have access to and the right to copy all of the records of each other relative to the Business as maybe necessary for preparation of employee or corporate tax returns, employee tax reports, and customary accounting functions. Additionally, PSC and Foreland shall agree to make available to the other, at reasonable times and upon reasonable advance notice, relevant records and personnel in connection with the preparation of a defense or the participation in a defense, participation in the prosecution of claim or litigation, and negotiation of a settlement relating to any pending, future, or threatened litigation, or government agency proceeding (including a tax audit) involving the conduct of the Business before or after the Closing, as the case may be, or in the perfection, registration, or transferring of any copyright, trademark right, or other proprietary information or right acquired by Foreland hereunder.
Obligations After Closing. For a period of 18 months following the Closing Date, Seller and Purchaser shall have access to and the right to copy all of the records of each other relative to Seller's business as maybe necessary for preparation of employee or corporate tax returns, employee tax reports, and customary accounting functions. Additionally, Seller and Purchaser shall agree to make available to the other, at reasonable times and upon reasonable advance notice, relevant records and personnel in connection with the preparation of a defense or the participation in a defense, participation in the prosecution of claim or litigation, and negotiation of a settlement relating to any pending, future, or threatened litigation, or government agency proceeding (including a tax audit) involving the conduct of Seller's business before or after the Closing, as the case may be, or in the perfection, registration, or transferring of any copyright, trademark right, or other proprietary information or right acquired by Purchaser hereunder.
Obligations After Closing. 15 9.1 Post-Closing Adjustments.................................15 9.2
Obligations After Closing. The Seller undertakes to pass to the Buyer forthwith upon receipt any orders or enquiries in relation to the Business which the Seller may receive at any time after Closing and to use reasonable endeavours to effect the novation with or transfer to the Buyer of any contract awarded to the Seller after Closing in respect of any bid made in the name of the Business before Closing. The Buyer undertakes to assume any and all liabilities under any such orders, enquiries and/or contracts as from the Closing Date. For a period of 1 year from Closing, the Seller will give or procure to be given to the Buyer all such information (including, without limitation, particulars of customers, suppliers and others who have dealt with the Seller in connection with the Business) as the Buyer may reasonably require for the conduct of the Business and for the purpose of implementing the provisions of this Agreement. The Seller will give the Buyer reasonable access to the Records of the Seller relating to or in connection with the Business as the Buyer may reasonably require (including the right to take copies and extracts on reasonable advance notice). The Buyer shall, at its own cost and expense, have the right to run and operate the customer solutions as they are on the Closing Date at the Seller's premises in Stavanger for a period of maximum 4 months from the Closing Date. The Parties shall promptly notify each other of any claims brought by any third party in respect of any services supplied by the Business before the Closing Date and each Party shall consult with the other before taking any steps in relation to any such claim. The Buyer shall be responsible for and shall pay or discharge the Assumed Liabilities in accordance with the usual practice of the Business at the date of this Agreement, save that the Buyer shall not be obliged to pay or discharge any Assumed Liability so long as the amount in question is the subject matter of a genuine dispute. The Buyer shall indemnify and hold the Seller harmless of any Loss incurred on the Seller's part related to the Assumed Liabilities.
Obligations After Closing. Indemnification................................................28
Obligations After Closing. Section 6.1. [Intentionally Deleted.]
