Post-Closing Access; Preservation of Records. From and after the Closing and to the extent consistent with all applicable Laws, Monocle will make or cause to be made available to the Holder Representative all books, records and documents of the Company and each of its Subsidiaries (and the assistance of employees responsible for such books, records and documents) during regular business hours as may be reasonably necessary solely for (a) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Action involving stockholders of the Company (other than any Action against Monocle or any of its Affiliates, including the Company and its Subsidiaries, that relates to the subject matter hereof), or (b) preparing and delivering any accounting or other statement provided for under this Agreement; provided, however, that access to such books, records, documents and employees shall be conducted in a manner reasonably calculated to minimize disruptions with the normal operation of the Company and its Subsidiaries and the reasonable out-of-pocket expenses of the Company and its Subsidiaries incurred in connection therewith will be paid by the Holder Representative. Monocle will cause the Company and each of its Subsidiaries to maintain and preserve all such books, records and other documents for any applicable statutory or regulatory retention period, as the same may be extended and, in each case, shall offer to transfer such records to the Holder Representative at the end of any such period.
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Samples: Agreement and Plan of Merger (Monocle Acquisition Corp), Agreement and Plan of Merger (Monocle Acquisition Corp)
Post-Closing Access; Preservation of Records. From and after the Closing and to the extent consistent with all applicable Laws, Monocle Acquiror will make or cause to be made available to the Holder Representative all books, records and documents of the Company and each of its the Company Subsidiaries (and the assistance of employees responsible for such books, records and documents) during regular business hours as may be reasonably necessary solely for (ai) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Action involving stockholders of the Company (other than any Action Action, suit or proceeding against Monocle Acquiror or any of its Affiliates, including the Company and its the Company Subsidiaries, that relates does not relate to any matter indemnifiable by any of the subject matter hereofHolders pursuant to Article XII for which the Holder Representative is entitled to control the defense thereof), (ii) preparing reports to stockholders and Governmental Authorities or (biii) such other purposes for which access to such documents is believed by the Holder Representative to be reasonably necessary, including preparing and delivering any accounting or other statement provided for under this AgreementAgreement or otherwise; provided, however, that access to such books, records, documents and employees shall be conducted in a manner reasonably calculated to minimize disruptions will not materially interfere with the normal operation operations of the Company and its the Company Subsidiaries and the reasonable out-of-pocket expenses of the Company and its the Company Subsidiaries incurred in connection therewith will be paid by the Holder RepresentativeRepresentative out of the Holder Allocable Expenses. Monocle Acquiror will cause the Company and each of its the Company Subsidiaries to maintain and preserve all such books, records and other documents for any applicable statutory or regulatory retention period, as the same may be extended and, in each case, shall offer to transfer such records to the Holder Representative at the end of any such period.
Appears in 1 contract
Post-Closing Access; Preservation of Records. From and after the Closing and to the extent consistent with all applicable LawsClosing, Monocle Parent will make or cause to be made available to the Holder Representative and its agents, representatives and advisors all books, records and documents of the Company and each of its Subsidiaries (and the reasonable assistance of employees responsible for such books, records and documents) during regular business hours as may be reasonably necessary solely for (a) investigating, settling, preparing for the defense or prosecution of, of or defending or prosecuting any Action involving stockholders of the Company (other than any Action against Monocle or any of its AffiliatesAction, including the Company and its Subsidiaries, that relates to the subject matter hereof), or (b) preparing reports to equityholders and Governmental Authorities or (c) insurance, Tax or accounting matters, including preparing and delivering any accounting or other statement provided for under this AgreementAgreement or otherwise; provided, however, that access to such books, records, documents and employees shall be conducted in a manner reasonably calculated to minimize disruptions will not unreasonably interfere with the normal operation operations of the Company Surviving Corporation and its Subsidiaries or violate applicable Law and Contract and the reasonable out-of-pocket expenses of the Company Surviving Corporation and its Subsidiaries incurred in connection therewith will be paid by the Holder Representative. Monocle Parent will cause the Company Surviving Corporation and each of its Subsidiaries to maintain and preserve all such books, records and other documents for the greater of (i) five (5) years after the Closing Date or (ii) any applicable statutory or regulatory retention period, as the same may be extended and, in each case, shall offer to transfer such records to the Holder Representative at the end of any such periodextended.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Patterson Companies, Inc.)
Post-Closing Access; Preservation of Records. From and after the Closing and to the extent consistent with all applicable LawsClosing, Monocle Parent will make or cause to be made available to the Holder Representative and its agents, representatives and advisors all books, records and documents of the Company and each of its Subsidiaries (and the reasonable assistance of employees responsible for such books, records and documents) during regular business hours as may be reasonably necessary solely for (a) investigating, settling, preparing for the defense or prosecution of, of or defending or prosecuting any Action involving stockholders of the Company (other than any Action against Monocle or any of its AffiliatesAction, including the Company and its Subsidiaries, that relates to the subject matter hereof), or (b) preparing reports to equityholders and Governmental Authorities or (c) insurance, Tax or accounting matters, including preparing and delivering any accounting or other statement provided for under this AgreementAgreement or otherwise; provided, however, that access to such books, records, documents and employees shall be conducted in a manner reasonably calculated to minimize disruptions will not unreasonably interfere with the normal operation operations of the Company Surviving Corporation and its Subsidiaries or violate applicable Law and the reasonable out-of-pocket expenses of the Company Surviving Corporation and its Subsidiaries incurred in connection therewith will be paid by the Holder Representative. Monocle Parent will cause the Company Surviving Corporation and each of its Subsidiaries to maintain and preserve all such books, records and other documents for the greater of (i) five (5) years after the Closing Date or (ii) any applicable statutory or regulatory retention period, as the same may be extended and, in each case, shall offer to transfer such records to the Holder Representative at the end of any such periodextended.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Science Applications International Corp)
