Post-Closing Access by Seller Sample Clauses

Post-Closing Access by Seller. After the Closing, Purchaser shall cooperate with Seller to the extent reasonably requested by Seller, and shall make available to Seller all financial, insurance, tax and other information (including reasonable access to books and records) of Purchaser relating to the Business with respect to any fiscal period ending on or prior to the Closing Date to the extent reasonably required by Seller in connection with (a) any audit or other investigation by any taxing authority, (b) the prosecution or defense of any claims or related litigation that might give rise to indemnification payments hereunder or (c) the preparation by Seller of tax returns or any other reports or submissions to any Governmental Entity required to be made by Seller; provided that such cooperation and availability of information do not unreasonably interfere with the normal business of Purchaser and provided, further, that Seller reimburses Purchaser for any necessary third-party expenses reasonably incurred to provide such information.
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Post-Closing Access by Seller. After the Closing, Buyer shall cause: Cogility to cooperate with Seller and Seller's auditors to the extent reasonably requested by Seller and Seller's auditors, and to make available to Seller and Seller's auditors all financial, insurance, tax and other information (including reasonable access to all booh and records) of Cogility with respect to any fiscal period of Cogility ending on or prior to the Closing Date to the extent reasonably required by Seller and Seller's auditors in connection with (a) the preparation of financial statements, and the auditing or review thereof:as needed in connection with any required SEC Filing by Seller, (b) any audit or other investigation by any taxing authority, (c) the prosecution or defense of any tax Claims or related litigation that might give rise to indemnification payments hereunder, or the preparation by Seller of tax returns or any other reports or submissions to any Governmental Entity required to be made by Seller with respect to Cogility, or (d) the prosecution of any insurance Claim, or the defense of any lawsuit. Buyer shaH cause Cogility to preserve all such information, including without limitation, the books and records ofCogility, for at least six (6) years after the Closing Date.
Sample 1
Post-Closing Access by Seller. After the Closing, Purchaser shall cooperate with Seller to the extent reasonably requested by Seller, and shall make available to Seller all financial, insurance, Tax and other information (including reasonable access to books and records) of Company with respect to any fiscal period of Company ending on or prior to the Closing Date to the extent required by Seller in connection with (a) any audit or other investigation by any taxing authority, or (b) the prosecution or defense of any Tax claims or related litigation that might give rise to indemnification payments hereunder, or the preparation by Seller of Tax returns or any other reports or submissions to any Governmental Entity required to be made by Seller with respect to Company; provided that such cooperation and availability of information may be done in a manner so as to not unreasonably interfere with normal business of Company. Purchaser shall cause Company to preserve all such information, including without limitation, the books and records of Company, for at least three (3) years after the Closing Date at no cost to Seller.
Sample 1
Post-Closing Access by Seller. After the Closing Date, Buyer shall, and shall cause its Affiliates to, permit Seller and its authorized representatives, at their expense, at all reasonable times, without unreasonable disruption of the normal operations of Buyer or the Group Business, to have access to and to examine all premises, properties, files, books, documents, records, financial and tax information (including computerized information ) and to make extracts therefrom or copies thereof in connection with (i) any audit or other investigation by any Taxing Authority or any required reports or submissions to any Governmental Entity with respect to the Group Business, (ii) Third Party Claims and investigations and insurance relating thereto, (iii) litigation or arbitration relating to the Group Business and involving Seller and (iv) transitional matters pursuant to Article VIII. Buyer shall, and shall cause its Affiliates to, preserve and maintain such files, books, documents, records, financial and tax information, (including computerized information), for the greater of (A) the period during which Buyer may make a claim against Seller for Indemnifiable Losses hereunder or (B) five (5) years. Buyer shall, and shall cause its Affiliates to, permit Seller or its representatives, to the extent reasonably necessary or desirable, to consult with Group Business employees concerning all financial and operational matters in connection with clauses (i), (ii), (iii) and (iv) above.
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Post-Closing Access by Seller. Following the Closing Date, Buyer shall provide Seller with reasonable access to any systems or programs as are needed for Seller to complete its dissolution process.
Sample 1
Post-Closing Access by Seller. Subject to applicable Law and subject to Section 8.10(c), from and after the Closing, Buyer shall cause the Company to, and the Company shall, (i) retain all books, ledgers, files, reports, plans, operating records and any other material documents pertaining to the Company in existence at the Closing constituting Transferred Assets that are required to be retained under current retention policies (collectively, the “Records”) for a period of five years from the Closing Date, and (ii) provide Seller or its representatives at Seller’s expense with reasonable access without hindering the normal operations of the Company (solely for the purpose of inspection and copying), during normal business hours, and upon reasonable advance notice and under the supervision of Buyer’s personnel, to the Records with respect to periods or occurrences prior to the Closing Date. Notwithstanding the foregoing provisions of this Section 4.5(c), Buyer may withhold access, documents or information that in the reasonable judgment of Buyer would result in the disclosure of any trade secrets of third parties or violate any of its obligations to third Persons with respect to confidentiality (provided, that Buyer shall use its commercially reasonable efforts to obtain consent from the applicable third Person to permit disclosure to Seller of such information), or if any Law applicable to the Company requires the Company to restrict or prohibit access to such information.
Sample 1
Post-Closing Access by Seller. Between the Closing Date and the one (1) year anniversary of the Closing Date, Purchaser shall afford to Seller and its authorized agents and representatives, reasonable use of office space for one individual, and a computer, telephone, copier and file storage. In addition, following the Closing Date, Purchaser shall afford Seller and the Bankruptcy Court and their respective authorized agents and representatives, upon reasonable notice and during normal business hours, access to all books, records and information of or relating to the assets, liabilities, business, operations, personnel and other aspects of Seller and the Business conducted prior to the Closing Date reasonably requested by Seller or the Bankruptcy Court. Subject to applicable laws, Purchaser shall be under no obligation to retain such books, records and information. However, if the liquidation of Seller has not been completed, Purchaser will offer to transfer such books, records and information to Seller before disposing of them. Any use and access provided pursuant to this Section 6.7 shall be conducted in a manner which does not unreasonably interfere with Purchaser's normal operations and employee relations and use of computer, telephone and copier shall be at the expense of Seller.
Sample 1
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Post-Closing Access by Seller. Buyer shall, and shall cause its Affiliates to, permit Seller and its authorized representatives at all reasonable times, without unreasonable disruption of the normal operations of the GBO Included Business, to have access to and to examine all premises, properties, files, books, documents, records, financial and tax information (including working papers and data in the possession of Buyer's independent financial accountants, internal audit reports and "management letters" from such accountants with respect to the systems of internal control of the GBO Included Business), computerized information and other information (including the right to make extracts therefrom or copies thereof at Seller's sole cost and expense) in connection with (i) any audit or other investigation by any Taxing Authority or any required reports or submissions to any Governmental Entity with respect to the GBO Included Business, (ii) Third Party Claims (as defined in Section 14.2) and investigations and insurance relating thereto and (iii) litigation relating to the GBO Included Business and involving the Seller and (iv) transitional matters and activities of any of the GBO Subsidiaries pursuant to Article VIII; provided, however, compliance by Buyer with provisions of this Section 6.2 shall not constitute a waiver of Buyer's attorney-client privilege. Buyer shall, and shall cause its Affiliates to, preserve and maintain such files, books, documents, records, financial and tax information, computerized information and other information for the greater of (A) the period during which Buyer may make a claim against Seller for Indemnifiable Losses (as defined in Section 14.1) hereunder or (B) five (5) years and, thereafter, shall dispose of the same only after it shall have given Seller prior notice of such disposition and the opportunity to remove and retain such files, books, documents, records, financial and tax information, computerized information and other information. Buyer shall, and shall cause its Affiliates to, permit Seller or its representatives, to the extent reasonably necessary or desirable, to consult with GBO Employees concerning all financial and operational matters in connection with proceedings, claims and requirements described in clauses (i), (ii), (iii) and (iv) above.
Sample 1
Post-Closing Access by Seller. Buyer shall cause the Company to cooperate with Seller to make available to Seller all financial, tax and other information (including the Books and Records of the Company) reasonably required by Seller in connection with (i) any audit or other investigation by any taxing authority or any required reports or submissions (including any consolidated financial or statutory reporting obligations of Seller or its Affiliates) to Governmental Authorities with respect to the Company related to periods prior to the Closing Date or (ii) matters relating to insurance coverage of the Company, third-party litigation, claims, proceedings and investigations. Buyer shall cause the Company to preserve such information and the Books and Records for at least ten years after the Closing Date, and thereafter to dispose thereof only after it shall have given Seller 90 days' prior notice of such disposition and the opportunity (at Seller's expense) to remove and retain such information and the Books and Records. Seller shall treat all information relating to the Buyer or the Company obtained by Seller pursuant to this Section 5.7 as confidential to the extent that such information would be deemed to be confidential under the terms of the Confidentiality
Sample 1

Related to Post-Closing Access by Seller

  • Post-Closing Access In order to facilitate Seller’s efforts to administer and close the Bankruptcy Case (including, without limitation, the preparation of filings in the Bankruptcy Case and state, local and federal Tax Returns and other filings, reconciliation of claims filed in the Case, removal of corporate and other records and information relating or belonging to entities other than Seller), for a period of three (3) years following the Closing, (a) the Buyer shall permit Seller’s counsel and other professionals and counsel for any successor to Seller and its respective professionals, and its employees (collectively, “Permitted Access Parties”) reasonable access to the financial and other books and records relating to the Acquired Assets or the Business and the systems containing such information, books and records, which access shall include (i) the right of such Permitted Access Parties to copy, at such Permitted Access Parties’ expense, such documents and records as they may request in furtherance of the purposes described above, and (ii) Buyer’s copying and delivering to the relevant Permitted Access Parties such documents or records as they may request, but only to the extent such Permitted Access Parties furnish Buyer with reasonably detailed written descriptions of the materials to be so copied and the applicable Permitted Access Party reimburses the Buyer for the reasonable costs and expenses thereof, and (b) Buyer shall provide the Permitted Access Parties (at no cost to the Permitted Access Parties) with reasonable access to those individuals with knowledge of how to access the relevant financial and books and records during regular business hours to assist Seller and the other Permitted Access Parties in their post-Closing activities (including, without limitation, preparation of Tax Returns), provided that such access does not unreasonably interfere with the Buyer’s business operations.

  • Pre-Closing Access Subject to confidentiality obligations and similar restrictions that may be applicable to permitting access to or to information furnished to Seller or any of its Subsidiaries by third parties that may be in Seller’s or any of its Subsidiaries’ possession from time to time, from the date hereof until the Initial Closing Date, Seller shall, and shall cause its Subsidiaries to, (a) give Buyer and its Representatives reasonable access to the offices, properties, books and records of Seller and its Subsidiaries, in each case, to the extent relating to the Business, (b) furnish to Buyer and its Representatives such financial and operating data and other information, in each case, to the extent relating to the Business as such Persons may reasonably request and (c) cause the employees, counsel and financial advisors of Seller and its Subsidiaries to reasonably cooperate with Buyer in its investigation of the Business. Any investigation pursuant to this Section 6.02 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Seller or its Subsidiaries, including, in the case of Buyer and its Representatives visiting any Restaurant, at least a twenty-four (24) hour prior notice to Seller and limiting such visits, at Seller’s reasonable discretion, to non-peak business hours at any such location. Notwithstanding the foregoing, (i) Buyer shall not have access to (A) personnel records of the Business Employees relating to individual performance or evaluation records, medical histories or other information which would violate applicable Law or which in Seller’s opinion is sensitive or the disclosure of which could subject Seller or any of its Subsidiaries to risk of Liability, (B) any properties of Seller or its Subsidiaries (whether owned or leased) for purposes of conducting any environmental sampling or testing or any other invasive sampling or testing, (C) any information to the extent relating to any Excluded Asset or Excluded Liability or (D) information relating to the Retained Businesses, and (ii) as and to the extent necessary to avoid contravention or waiver, Seller and its Subsidiaries may withhold any document or information the disclosure of which could reasonably be expect to violate any Contract or any Law or would result in the waiver of any legal privilege or work-product privilege; provided that to the extent practicable, Seller and its Subsidiaries shall make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of this subclause (ii) apply. Seller shall have the right to have a Representative present at all times during any such inspections, interviews and examinations. Buyer shall hold in confidence all such information on the terms and subject to the conditions contained in the Confidentiality Agreement. Notwithstanding anything to the contrary contained herein, prior to the Initial Closing, without the prior written consent of Seller, which may be withheld for any reason, Buyer shall not contact any employees or consultants of, vendors to, or customers of, Seller or its Subsidiaries about the Business, this Agreement or the transactions contemplated hereby.

  • Deliveries by Seller at Closing At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:

  • Closing Deliveries by Seller At the Closing, Seller shall deliver or cause to be delivered to Purchaser:

  • Post-Closing Agreement Administrative Agent shall have received an executed and delivered post-closing agreement (the “Post-Closing Agreement”) with respect to certain post-closing undertakings by the Credit Parties.

  • Post Closing Agreements From and after the Closing, the parties shall have the respective rights and obligations which are set forth in the remainder of this Article VI.

  • Post-Closing Access to Information After the Closing, each Party shall afford the other Party and its counsel, accountants and other representatives, during normal business hours and upon reasonable advance notice, reasonable access to the books, records and other information in such Party’s possession relating directly or indirectly to the assets, liabilities or operations of Performance Packaging with respect to periods prior to the Closing, and the right to make copies and extracts therefrom at its expense, to the extent such access is reasonably required by the requesting Party for any proper business purpose. Without limitation, after the Closing, each Party shall make available to the other Party and its counsel, accountants and other representatives, as reasonably requested, and to any Tax authority that is legally permitted to receive the following pursuant to its subpoena power or its equivalent, all books, records and other information relating to Tax liabilities or potential Tax liabilities for all periods prior to or including the Closing Date and shall preserve all such books, records and other information until the expiration of any applicable statute of limitations for assessment or refund of Taxes or extensions thereof. Subject to the previous sentence, for a period of six years after the Closing Date, neither Party shall, or permit its Affiliates to, destroy or otherwise dispose of any of the books, records or other information described in this Section 5.3 without first offering in writing to surrender such books, records and other information to the other Party, which other Party shall have ten days after such offer to agree in writing to take possession thereof. Notwithstanding the provisions of this Section 5.3, while the existence of an adversarial proceeding between the Parties will not abrogate or suspend the provisions of this Section 5.3, as to such records or other information directly pertinent to such dispute, the Parties may not utilize this Section 5.3 but rather, absent agreement, must utilize the rules of discovery.

  • Deliveries by Seller At the Closing, Seller shall deliver, or cause to be delivered, to Buyer the following:

  • Post-Closing Items (a) The Loan Parties shall take all necessary actions to satisfy the items described on Schedule 5.16 within the applicable periods of time specified in such Schedule (or such longer periods as the Administrative Agent may agree in its sole discretion).

  • Deliveries by Sellers At the Closing, Sellers shall deliver to Purchaser:

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