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, 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, 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.
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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.
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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.
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
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
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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. 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

Related to Post-Closing Access by Seller

  • Post-Closing Access (a) Each of Seller and Buyer shall, and Buyer shall cause the Company to, preserve and keep all books and records and other information relating to the accounting, legal, Tax, regulatory, business and financial affairs of the Company and the Rolling Mill Business for a period of seven (7) years after the Closing Date (or, in the case of information relating to Taxes, until the expiration of any applicable statute of limitations), or for a longer period if (i) required by Law (including any statute of limitations and applicable extensions thereof) or any Governmental Authority or (ii) reasonably necessary with respect to the prosecution or defense of any audit or other legal or regulatory action that is then pending or threatened so long as the requesting Party has notified the other Party with prior written notice of the need to retain such books, records or information. (b) Following the Closing, for so long as such information is retained by Buyer in accordance with Section 5.8(a), Buyer shall, and shall cause the Company, to permit Seller and its authorized Representatives, at Seller’s sole cost and expense, to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Buyer to the information described in Section 5.8(a) to the extent that such access may be reasonably required in connection with (i) the preparation of any Tax Return, accounting records or with respect to any Tax Claim or similar proceedings, (ii) any Action relating to Seller, the Company or the Rolling Mill Business, (iii) any Governmental Filing or matter (including investigations by Governmental Authorities) or (iv) any other valid legal or business purpose. Notwithstanding the foregoing, Seller shall have no right of access to, and Buyer shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Buyer or any of its Affiliates (including the Company) is a party or is subject, (2) result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges), (3) result in the disclosure of any competitively sensitive information of Buyer or of any of its Affiliates (including the Company), or (4) breach a confidentiality or other obligation to a Third Party (provided that Buyer shall use commercially reasonable efforts to obtain the consent of any Third Party with regards to such disclosure), or (B) any consolidated, combined, affiliated or unitary Tax Return which includes Buyer or any of its Affiliates (including the Company) or any Tax-related work papers. (c) Following the Closing, for so long as such information is retained by Seller in accordance with Section 5.8(a), Seller shall permit Buyer and its authorized Representatives, at Buyer’s sole cost and expense, to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Seller, to the information described in Section 5.8(a) to the extent that such access may be reasonably required in connection with (i) the preparation of any Tax Return, accounting records or with any Tax Claim or similar proceedings, (ii) any Action relating to the Company or the Rolling Mill Business, (iii) any Governmental Filing or matter (including investigations by Governmental Authorities) or (iv) any other valid legal or business purpose. Notwithstanding the foregoing, Buyer shall have no right of access to, and Seller shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Seller or any of its Affiliates is a party or is subject,

  • Closing Deliveries by Seller At the Closing, Seller shall deliver to Buyer, in each case in form and substance reasonably satisfactory to Buyer: (a) all such instruments of sale, assignment, conveyance and transfer, as the parties agree are customary and reasonably necessary to assign and transfer the Shares to Buyer; (b) a certificate, dated the Closing Date, executed by Seller, as required by Section 7.01; (c) a certificate, duly completed and executed by Seller pursuant to Treasury Regulations Section 1.1445-2(b)(2) certifying that Seller is not a “foreign person” within the meaning of Section 1445 of the Code, and a validly completed and duly executed IRS Form W-9 from each Person receiving funds pursuant to Section 2.02(b); (d) a certificate of the Secretary of the Company, dated the Closing Date, as to (i) the good standing of the Company in its jurisdiction of organization; (ii) the completeness and lack of amendments to the Organizational Documents; and (iii) the effectiveness of any resolutions of such Company passed in connection with this Agreement and the transactions contemplated hereby; (e) the written consents of the third Persons, as set forth on Section 3.02(e) of the Disclosure Schedule, with respect to the change of control of the Company that will occur upon the consummation of the transactions contemplated by this Agreement and/or any deemed assignment of any Contract that will result therefrom (and all such consents and waivers shall be in full force and effect); (f) payoff letters for the Repaid Indebtedness to the effect that, upon receipt of payment under such payoff letters, the lender shall have been paid in full for such Repaid Indebtedness and any Liens relating thereto shall be released; (g) resignations, effective as of the Closing Date, of the directors and officers of the Company, as requested by Buyer at least three (3) Business Days prior to the Closing; (h) the organizational record books, minute books and company seal of Company; (i) a release in the form of Exhibit A, effective as of the Closing Date, duly executed by Seller; (j) a certificate, dated the Closing Date, executed by Seller, setting forth (i) the aggregate balances of cash and cash-equivalents of the Company as of the Closing after the Estimated Pre-Closing Tax Obligation has been determined (the “Retained Cash”), and (ii) the aggregate balance of the Repurchase Reserve; and (k) all other documents required to be entered into by Seller pursuant to this Agreement or reasonably requested by Buyer to convey the Shares or to otherwise consummate the transactions contemplated by this Agreement.

  • Post-Closing Deliveries (a) The Borrower hereby agrees to deliver, or cause to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the items described on Schedule 5.15 hereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by, or as may be waived by, the Administrative Agent in its sole discretion. (b) All representations and warranties contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above and in Schedule 5.15, rather than as elsewhere provided in the Loan Documents); provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date or, following the Closing Date, prior to the date by which such action is required to be taken by Section 5.15(a), the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 5.15 (and Schedule 5.15) and (y) all representations and warranties relating to the assets set forth on Schedule 5.15 pursuant to the Security Documents shall be required to be true in all material respects immediately after the actions required to be taken under this Section 5.15 (and Schedule 5.15) have been taken (or were required to be taken), except to the extent any such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date.

  • 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.

  • Deliveries by Seller At the Closing, Seller shall deliver to Purchaser: (a) a xxxx of sale in the form of Exhibit A hereto, duly executed by the Sellers, as applicable; (b) an assignment and assumption agreement in the form attached hereto as Exhibit B hereto, duly executed by the Sellers, as applicable; (c) an assignment and assumption of lease for each Leased Real Property in the form attached to this Agreement as Exhibit C, with such modifications as are necessary to properly describe such Leased Real Property (collectively, the “Lease Assignments”), duly executed by the applicable Sellers that holds the leasehold interest in such Leased Real Property; (d) duly executed assignments of (i) the Patents and Trademarks, if any, in forms suitable for recording in the United States Patent and Trademark Office, and (ii) duly executed assignments of the copyright registrations and applications for copyright registration owned by Sellers that are included in Purchased Intellectual Property (if applicable); (e) the officer’s certificate required to be delivered pursuant to Sections 10.1(a) and 10.1(b); (f) a copy of all orders of the Bankruptcy Court pertaining to the transactions contemplated herein, including the Confirmation Order; (g) a certificate duly executed by an officer of the Seller certifying that as of the Closing Date no appeal of or motion for stay, reargument, rehearing or reconsideration with respect to the Confirmation Order has been served on the Debtor or, based solely on a review of the online docket of the Chapter 11 Cases, has been filed; (h) all consents or notices of third parties obtained or given by Sellers as of the Closing Date to the transfer of the Purchased Assets, if any; and (i) all other instruments of conveyance and transfer, in form and substance reasonably acceptable to Purchaser, as may be necessary to convey the Purchased Assets to Purchaser and to allow the Purchaser to operate properties in which the Seller is currently operating.

  • 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). (b) In connection with each of the Mortgaged Properties, within ninety (90) days of the Closing Date (or such longer period as the Administrative Agent may reasonably allow) (i) each of the Mortgages, in form and substance reasonably satisfactory to the Administrative Agent, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect; except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment, which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 and (iii) (A) each of such Mortgages shall have been filed and recorded in the corresponding recording office (except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property) and, in connection therewith, the Collateral Agent shall have received evidence reasonably satisfactory to it of each such filing and recordation and (B) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company in an amount not to exceed the fair market value of such mortgaged property (as determined in good faith by the Lead Borrower), together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with such flood determinations, surveys and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent or the Administrative Agent.

  • Deliveries by Sellers At the Closing, Sellers shall (or shall cause its Affiliates to) take each of the following actions: (a) deliver to Purchaser the original share register (“aksjeeierbok”) of the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies Act; (b) deliver to Purchaser certified copies of the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law); (c) deliver to Purchaser written resignations, in the agreed form, by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director; (d) deliver to Purchaser a certified copy of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; and (e) deliver to Purchaser a certificate duly signed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date. (f) deliver to Purchaser an opinion or opinions of counsel for Sellers, in form and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 below; (g) to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party; and (h) subject to Section 11.1.2(b), all elements of the Data Room remaining in the possession or control of counsel to Sellers.

  • Seller Closing Deliveries Seller shall deliver the following documents to the Escrow Agent on or before the Closing Date: (a) With respect to the Asset: (i) the Deed duly executed by Seller; (ii) the Assignment of Leases duly executed by Seller; (iii) a xxxx of sale duly executed by Seller in substantially the form of Exhibit F attached hereto, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets); (iv) the Assignment of Contracts duly executed by Seller; (v) the Tenant Notices duly executed by Seller; (vi) notice letters to the vendors under the Assumed Contracts duly executed by Seller; (vii) an affidavit that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G attached hereto; (viii) the Assignment of Licenses, Permits, Warranties and General Intangibles duly executed by Seller; and (ix) to the extent in Seller’s possession, copies of the Space Leases which delivery may be satisfied by delivery of the on-site property management office at the Property. (b) With respect to the transactions contemplated hereunder: (i) all transfer tax returns to the extent required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; and (ii) a Closing Statement duly executed by Seller.

  • Closing and Closing Deliveries 27 8.1 Closing...............................................................................27 8.2

  • Closing Deliveries by Purchaser At the Closing on the Closing Date the Purchaser shall deliver to the Seller. (a) The Closing Payment to be delivered by the Purchaser pursuant to Section 3.03(a) of this Agreement; (b) The Supply Agreements duly executed by Purchaser (or its appropriate Affiliates as set forth on Exhibits D-1, D-2, D-3 and D-4); (x) The Transition Services Agreement duly executed by Purchaser (or its appropriate Affiliate as set forth on Exhibit E); (d) Certified copies of the Purchaser's articles of incorporation and all amendments thereto, certified by the Secretary of State of the State of North Carolina as of date not more than ten Business Day prior to the Closing Date; (e) Certified copies of minutes or unanimous written consents of the Board of Directors of the Purchaser approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated under this Agreement; (f) A Certificate, dated the Closing Date, executed by the appropriate officer of the Purchaser, required by Section 11.02 of this Agreement; (g) An agreement executed by the Purchaser reflecting the assumption of the liabilities set forth in Section 3.06(a) of this Agreement, in the form attached hereto as Exhibit G; and (h) Such other documents as the Seller or its counsel may reasonably request to carry out the purposes of this Agreement, including, but not limited to, the documents to be delivered pursuant to Article XI of this Agreement.

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