Post-Closing Access to Information. For a period of seven (7) years from the Closing Date, except as prohibited by applicable Law, Seller and Buyer shall, subject to compliance by the other with the provisions of Section 5.12 and the Transition Services Agreement, afford to each other and to each other’s Representatives reasonable access and duplicating rights (with copying costs to be borne by the requesting party) during normal business hours to all books and records, documents and other information (collectively, “Information”) within the knowledge, possession or control of the other party or its Affiliates solely to the extent relating to (a) in the case of requests by Buyer, the FH Business, Transferred FH Companies (and their Closing Subsidiaries), FH Assets, the Acquired FH Assets, Assumed Liabilities or Transferred Employees and (b) in the case of requests by Seller, the Excluded Businesses, the Excluded Assets or the Retained Liabilities, insofar in each case as such access is reasonably required by Seller or Buyer or any of their Subsidiaries or Affiliates for legitimate business reasons and does not violate any applicable Law or any confidentiality obligations applicable to Seller or Buyer or any of their Subsidiaries or Affiliates, as the case may be (and shall use reasonable efforts to cause persons or firms possessing relevant Information to give similar access) and, to the extent practicable, such Information is identified by the requesting party with reasonable specificity; provided, however, that no party shall be required to disclose any Information if (i) it believes in good faith that doing so presents a significant risk, based on advice of counsel (which can be inside counsel) of resulting in a loss of the ability to successfully assert a claim of Privilege or (ii) Seller or any of its Subsidiaries, on the one hand, and Buyer or any of its Subsidiaries, on the other hand, are adverse parties in a litigation (other than a litigation with respect to a claim for indemnification under this Agreement) and such information is reasonably pertinent thereto; provided, further, that, in the case of clause (i) above, the parties hereto shall reasonably cooperate in seeking to find a way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege; provided, further, that Seller and its Affiliates shall not be required to provide Buyer or its Representatives with any information related to the Sale Process or Seller’s or its Representatives’ evaluation thereof, including projections, financial or other information related thereto other than projections, financial or other information prepared in the ordinary course of the FH Business without being primarily prepared for the Sale Process. Without limiting the generality of the foregoing, Information may be requested under this Section 5.9 for audit and accounting purposes and in connection with Actions, as well as for purposes of fulfilling disclosure and reporting obligations.
Appears in 3 contracts
Samples: Purchase Agreement, Purchase Agreement (Circor International Inc), Purchase Agreement (Colfax CORP)
Post-Closing Access to Information. For a period of seven (7a) years from the Closing Date, except as prohibited by applicable Law, Seller Parties and Buyer shall, subject acknowledge that subsequent to compliance by Closing each Party may need access to information or documents in the other with the provisions of Section 5.12 and the Transition Services Agreement, afford to each other and to each other’s Representatives reasonable access and duplicating rights (with copying costs to be borne by the requesting party) during normal business hours to all books and records, documents and other information (collectively, “Information”) within the knowledge, control or possession or control of the other Party for the purposes of concluding the Contemplated Transactions, audits, compliance with Laws and governmental requirements, and the prosecution or defense of third-party or its Affiliates solely to claims. Accordingly, Seller Parties and Buyer agree that until the extent relating to later of the four (a4) in year anniversary of the case of requests by Buyer, the FH Business, Transferred FH Companies (and their Closing Subsidiaries), FH Assets, the Acquired FH Assets, Assumed Liabilities or Transferred Employees and (b) in the case of requests by Seller, the Excluded Businesses, the Excluded Assets Date or the Retained Liabilities, insofar in each case as such access is reasonably required by Seller or Buyer or any expiration of their Subsidiaries or Affiliates for legitimate business reasons and does not violate any applicable Law or any confidentiality obligations applicable statute of limitations pertaining to Seller or Buyer or any of their Subsidiaries or Affiliates, as the case may be (and shall use reasonable efforts to cause persons or firms possessing relevant Information to give similar access) andTax matters, to the extent practicablepermitted by Law, such Information is identified by each will make reasonably available to the other’s agents, independent auditors and/or governmental agencies upon written request and at the expense of the requesting Party such documents and information as may be available for periods prior and subsequent to Closing to the extent necessary to facilitate concluding the Contemplated Transactions, audits, compliance with Laws and governmental requirements and regulations and the prosecution or defense of third-party claims. In addition, Seller Parties shall make available to Buyer, at Buyer’s cost and expense, upon reasonable notice and during normal business hours, the Company’s Books and Records to the extent not transferred to Buyer but necessary to Buyer in the preparation of Tax Returns.
(b) Upon request, each of the Parties shall cooperate with reasonable specificity; provided, however, that no party shall be required to disclose any Information if (i) it believes the other in good faith that doing so presents a significant riskfaith, based on advice of counsel (which can be inside counsel) of resulting at the requesting Party’s expense, in a loss furnishing information, testimony and other assistance in connection with any actions, Proceedings, arrangements, or disputes involving any of the ability to successfully assert a claim of Privilege or (ii) Seller or any of its Subsidiaries, on the one hand, and Buyer or any of its Subsidiaries, on the other hand, are adverse parties in a litigation Parties (other than in a litigation with respect to a claim for indemnification under this Agreementdispute among such parties or entities) and such information is reasonably pertinent thereto; providedbased upon contracts, further, that, in the case of clause (i) above, the parties hereto shall reasonably cooperate in seeking to find a way to allow disclosure of such information without resulting in a loss arrangements or acts of the ability Company or any Party hereto which were in effect or occurred prior to successfully assert a claim of Privilege; provided, further, that Seller and its Affiliates the Closing. Buyer shall not cause to be required to provide Buyer or its Representatives with provided any information related to or documents reasonably requested by the Sale Process or Seller’s or its Representatives’ evaluation thereof, including projections, financial or other information related thereto other than projections, financial or other information prepared in the ordinary course of the FH Business without being primarily prepared for the Sale Process. Without limiting the generality of the foregoing, Information may be requested under this Section 5.9 for audit and accounting purposes and Company in connection with ActionsTax or other disputes, as well as for purposes settlements, investigations, Proceedings or other matters in respect of fulfilling disclosure any period ending at or prior to the Closing. The Party requesting documents or information pursuant to this Section 8.2 shall pay all fees and reporting obligationsexpenses paid to unaffiliated third parties by the Party providing such documents or information in connection with providing such information or document.
Appears in 2 contracts
Samples: Stock Purchase Agreement (I3 Verticals, Inc.), Stock Purchase Agreement (I3 Verticals, Inc.)
Post-Closing Access to Information. For Subject to Section 7.03(a), for a period of seven six (76) years from after the Closing DateClosing, except each of the Parties shall give the other and the other’s Affiliates and its and their Representatives access to the Books and Records and the books and records of the Transferred Entities (collectively, the “Accessible Information”) transferred to the Purchaser or retained by the Seller, as prohibited by applicable Law, (even if any Accessible Information is or becomes commingled with books and records of the Purchaser or the Seller and Buyer shalltheir respective Affiliates), subject to compliance by the other with the provisions of Section 5.12 and the Transition Services Agreementproperties, afford to personnel and Representatives of each other and to each other’s Representatives reasonable access and duplicating rights (with copying costs to Party, as may be borne reasonably required by the requesting party) during normal business hours to all books and recordsParty or such Party’s Affiliates, documents and other information (collectively, “Information”) within the knowledge, possession or control of the other party or its Affiliates solely including to the extent relating necessary for the preparation of financial statements or regulatory filings in respect of periods ending on or prior to (a) the Closing, or in connection with any insurance claims, Proceedings or any obligations under this Agreement or any agreement, document or instrument contemplated hereby or thereby. At the case of requests by Buyerrequesting Party’s cost and expense, the FH Business, Transferred FH Companies (requesting Party and its Affiliates and its and their Closing Subsidiaries), FH Assets, the Acquired FH Assets, Assumed Liabilities or Transferred Employees and (b) in the case respective Representatives shall be entitled to make copies of requests by Seller, the Excluded Businesses, the Excluded Assets or the Retained Liabilities, insofar in each case as any Accessible Information to which such Persons are entitled to access pursuant to this Section 4.03. Any such access is reasonably required by Seller or Buyer or any of their Subsidiaries or Affiliates for legitimate shall be conducted during regular business reasons hours upon reasonable advance notice and does not violate any applicable under reasonable circumstances, and shall be subject to restrictions under Law or and any confidentiality obligations applicable to Seller or Buyer or any of their Subsidiaries or Affiliateswhich the Parties are bound. Except as otherwise provided in Section 7.03(a), as each Party shall preserve and keep the case may be (and shall use reasonable efforts to cause persons or firms possessing relevant Accessible Information to give similar access) and, to the extent practicable, held by such Information is identified by the requesting party with reasonable specificity; provided, however, that no party shall be required to disclose any Information if (i) it believes in good faith that doing so presents a significant risk, based on advice of counsel (which can be inside counsel) of resulting in a loss of the ability to successfully assert a claim of Privilege or (ii) Seller Party or any of its Subsidiaries, on Affiliates for a period of six (6) years following the one handClosing Date. Each Party shall, and Buyer or any of shall cause its SubsidiariesAffiliates and Representatives to, on the other hand(i) keep all information accessed pursuant to this Section 4.03 confidential, are adverse parties in a litigation (other than a litigation with respect to a claim for indemnification under this Agreementii) and not publicly disclose such information to any other Person (except where such disclosure, upon the advice of outside counsel, is reasonably pertinent theretorequired by Law and only to the extent required by applicable Law); provided, further, that, in the case of clause (i) above, the parties hereto shall reasonably cooperate in seeking to find a way to allow disclosure of each Party or its Affiliates may disclose such information without resulting in a loss of the ability to successfully assert a claim of Privilege; provided, further, that Seller and its Affiliates shall not be required to provide Buyer or its Representatives with any information related to the Sale Process or Seller’s or its Representatives’ evaluation thereof, including projections, financial or other Persons that have a duty of confidentiality (or similar duty or obligation of non-disclosure) to such disclosing Party, and (iii) not use such information related thereto other than projections, financial or other information prepared in the ordinary course of the FH Business without being primarily prepared for the Sale Processexpress purposes set forth in this Section 4.03. Without limiting Notwithstanding the generality of the foregoingforegoing and except as otherwise provided in Section 7.03(a), any and all such Accessible Information may be requested under this Section 5.9 for audit and accounting purposes and in connection with Actions, destroyed by the Parties after the sixth (6th) anniversary of the Closing Date (or such later date as well as for purposes of fulfilling disclosure and reporting obligationsrequired by applicable Law).
Appears in 2 contracts
Samples: Stock and Asset Purchase Agreement (Magellan Health Inc), Stock and Asset Purchase Agreement (Molina Healthcare, Inc.)
Post-Closing Access to Information. (a) For a period of seven (7) five years from following the Closing Date, except as prohibited by applicable LawSeller shall: (i) allow Purchaser, Seller upon reasonable prior notice and Buyer shall, subject to compliance by the other with the provisions of Section 5.12 and the Transition Services Agreement, afford to each other and to each other’s Representatives reasonable access and duplicating rights (with copying costs to be borne by the requesting party) during normal business hours hours, through its Representatives, the right, at Purchaser’s expense, to all books examine and records, documents make copies of any Excluded Books and other information (collectively, “Information”) within the knowledge, possession or control of the other party Records which were retained by Seller or its Affiliates solely pursuant to the extent relating to (a) in the case of requests by Buyer, the FH Business, Transferred FH Companies (this Section 5.03; and their Closing Subsidiaries), FH Assets, the Acquired FH Assets, Assumed Liabilities or Transferred Employees and (b) in the case of requests by Seller, the Excluded Businesses, the Excluded Assets or the Retained Liabilities, insofar in each case as such access is reasonably required by Seller or Buyer or any of their Subsidiaries or Affiliates for legitimate business reasons and does not violate any applicable Law or any confidentiality obligations applicable to Seller or Buyer or any of their Subsidiaries or Affiliates, as the case may be (and shall use reasonable efforts to cause persons or firms possessing relevant Information to give similar access) and, to the extent practicable, such Information is identified by the requesting party with reasonable specificity; provided, however, that no party shall be required to disclose any Information if (i) it believes in good faith that doing so presents a significant risk, based on advice of counsel (which can be inside counsel) of resulting in a loss of the ability to successfully assert a claim of Privilege or (ii) allow Purchaser to interview Seller’s and its Affiliates’ Representatives for any reasonable business purpose relating to the Business, including in connection with Seller’s pre- Closing employment of the Transferred Employees or Purchaser’s preparation or examination of regulatory and statutory filings and financial statements and the conduct of any litigation relating to the Business (other than any litigation or dispute between Seller or any of its SubsidiariesAffiliates, on the one hand, and Buyer Purchaser or any of its SubsidiariesAffiliates, on the other hand), are adverse parties or the conduct of any regulatory authority, policyholder, reinsurer or other dispute resolution or any other Third Party Claim (whether or not such Third Party Claim is the subject of an indemnification claim by a Purchaser Indemnified Person or Seller Indemnified Person), whether pending or threatened; provided, however, that Seller shall not be obligated to provide such access to its offices if Seller determines, in its reasonable judgment, that such Excluded Books and Records can be provided electronically or in another reasonably accessible location. Access to such Representatives and Excluded Books and Records shall be at Purchaser’s expense and shall not unreasonably interfere with Seller’s or its Affiliates’ or any of their respective successor companies’ business operations.
(b) For a period of five years following the Closing Date, Purchaser shall: (i) allow Seller, upon reasonable prior notice and during normal business hours, through its Representatives, the right, at Seller’s expense, to examine and make copies, at Seller’s expense, of any Books and Records which were transferred to Purchaser or its Affiliates at or after the Closing and of which neither Seller nor any of its Affiliates retained a copy; and (ii) allow Seller to interview Purchaser’s Representatives, upon reasonable prior notice and during normal business hours, for any reasonable business purpose relating to the Business, including in connection with Seller’s preparation or examination of regulatory and statutory filings and financial statements, and the conduct of any litigation relating to the Business (other than any litigation or dispute between Seller or its Affiliates, on the one hand, and Purchaser or its Affiliates, on the other hand), or the conduct of any regulatory, contract holder, reinsurer or other dispute resolution or any other Third Party Claim (whether or not such Third Party Claim is the subject of an indemnification claim by a litigation Purchaser Indemnified Person or Seller Indemnified Person), whether pending or threatened; provided, however, that Purchaser shall not be obligated to provide such access to its offices if Purchaser determines, in its reasonable judgment, that such Books and Records can be provided electronically or in another reasonably accessible location. Access to such Representatives and Books and Records shall be at Seller’s expense and shall not unreasonably interfere with the business operations of Purchaser or its Affiliates.
(c) Except as otherwise prohibited by Applicable Law and subject to clause (d) and (e) below, Purchaser shall, with respect to a claim for indemnification under this Agreement) the Books and such information is reasonably pertinent thereto; providedRecords, further, that, in the case of clause (i) above, the parties hereto shall reasonably cooperate in seeking to find a way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege; provided, further, that and Seller and its Affiliates shall, with respect to the Excluded Books and Records and the Retained Books and Records, in each case, to which the other party is entitled to access pursuant to the foregoing provisions of this Section 5.03(a) and (b) and Section 5.05: (i) comply in all material respects with all Applicable Laws relating to the preservation and retention of records; (ii) apply preservation and retention policies that are no less stringent than those generally applied by such party; and (iii) without limitation to the foregoing, for at least five years after the Closing Date, preserve and retain all original Books and Records, Retained Books and Records, and Excluded Books and Records, as the case may be, and thereafter dispose of such originals only after it shall have given the other party 90 days’ prior written notice of such disposition and the opportunity (at such other party’s expense) to remove and retain such information.
(d) Notwithstanding any other provision of this Agreement, a party hereto shall not be required obligated to provide Buyer such access to any Books and Records, Retained Books and Records, or Excluded Books and Records or information if such party determines, in its reasonable judgment, that doing so would violate Applicable Law (except that copies thereof shall be furnished to the requesting party or its Representatives with any information related to the Sale Process extent permitted under Applicable Law) or Seller’s a contract, agreement or obligation of confidentiality owing to a third party, or jeopardize the protection of an attorney-client privilege; provided, that the party contemplated to provide access shall use commercially reasonable efforts to obtain waivers or make other arrangements (including redacting information or entering into joint defense agreements) that would enable otherwise required disclosure to the other party or its Representatives’ evaluation thereofRepresentatives to occur without so jeopardizing privilege or contravening such Applicable Law, including projectionscontract or obligation of confidentiality.
(e) Notwithstanding any other provision of this Agreement to the contrary, financial or other information related thereto other than projectionsPurchaser shall, financial or other information prepared and shall cause its Affiliates to, retain and preserve all Books and Records (in the ordinary course whatever form maintained) transferred to Purchaser that are subject to a Legal Hold in effect as of the FH Business without being primarily prepared for the Sale ProcessClosing, until such time as Seller notifies Purchaser in writing that such Books and Records may be destroyed. Without limiting the generality Seller shall use commercially reasonable efforts to notify Purchaser within 30 days of the foregoing, Information may be requested under termination of any applicable Legal Hold. Purchaser shall provide Seller and its Affiliates with access to any Books and Records subject to this Section 5.9 5.03(e); provided that access to Books and Records subject to Legal Holds shall be limited in time only by the terms of the applicable Legal Hold; provided, however, that Purchaser shall not be obligated to provide access to its offices for audit such purposes if Purchaser determines, in its reasonable judgment, that such Books and accounting purposes and Records can be provided electronically or in connection with Actions, as well as for purposes of fulfilling disclosure and reporting obligationsanother reasonably accessible location.
Appears in 2 contracts
Samples: Master Transaction Agreement, Master Transaction Agreement (Aetna Inc /Pa/)
Post-Closing Access to Information. For a period of seven (7) years from following the Closing Date, except as prohibited by applicable Lawor, Seller and Buyer shall, subject with respect to compliance by records relating to Tax liabilities of the other with the provisions of Section 5.12 Companies and the Transition Services AgreementSubsidiaries for taxable periods ending on or prior to the Closing Date, afford until the expiration of any applicable statute of limitations for assessment or refund of Taxes of assessments thereof, if shorter, each party hereto shall provide, and shall cause its appropriate personnel to each other and provide, when reasonably requested to each other’s Representatives reasonable do so by another party hereto, access and duplicating rights (with copying costs to be borne by the requesting party) during normal business hours to all books Tax, financial, accounting and records, documents and other information (collectively, “Information”) within the knowledge, possession personnel records of or control of the other party or its Affiliates solely relating to the extent relating to (a) in the case of requests by Buyer, the FH Business, Transferred FH Companies (and their Closing Subsidiaries), FH Assets, the Acquired FH Assets, Assumed Liabilities or Transferred Employees and (b) in the case of requests by Seller, the Excluded Businesses, the Excluded Assets or the Retained Liabilities, insofar in each case as such access is reasonably required by Seller Subsidiaries and the right to make copies or Buyer or any of their Subsidiaries or Affiliates for legitimate business reasons and does not violate any applicable Law or any confidentiality obligations applicable to Seller or Buyer or any of their Subsidiaries or Affiliates, as the case may be (and shall use reasonable efforts to cause persons or firms possessing relevant Information to give similar access) and, to the extent practicable, such Information is identified by the requesting party with reasonable specificityextracts therefrom at its expense; provided, however, provided that no party shall be required to disclose any Information if provide to the other party information that (i) it such party reasonably believes in good faith that doing so presents a significant riskis competitively sensitive, based on advice of counsel (which can be inside counsel) of resulting in a loss of the ability relating to successfully assert a claim of Privilege or trade secrets, (ii) Seller if provided, would adversely affect the ability of such party to assert attorney-client or any attorney work product privilege or other similar privilege and (iii) in the reasonable opinion of its Subsidiariessuch party’s legal counsel, on the one hand, and Buyer or any of its Subsidiaries, on the other hand, are adverse parties may result in a litigation (other than a litigation with respect violation of any Law or Contract applicable to a claim for indemnification under this Agreement) and such information is reasonably pertinent thereto; provided, further, that, in the case of clause (i) above, the parties hereto shall reasonably cooperate in seeking to find a way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilegeparty; provided, further, that Seller prior to withholding any information described in the preceding clauses (i), (ii) or (iii), the withholding party shall notify the other party in writing of the nature of such information being withheld and take any actions as may reasonably be requested by the other party to implement alternate arrangements (including entering into confidentiality agreements or joint defense agreements, redacting parts of documents or preparing “clean” summaries of information) in order to allow the other party access to such information to the fullest extent reasonably practicable under the circumstances. No party shall, nor shall it permit its Affiliates shall not be required to provide Buyer to, intentionally dispose of, alter or its Representatives with destroy any information related such books, records and other data without giving 30 days’ prior written notice to the Sale Process other party and permitting the other party hereto, at the other party’s expense, to examine, duplicate or Seller’s repossess such records, files, documents and correspondence. Notwithstanding the provisions of this Section 5.10, while the existence of an adversarial proceeding between the parties will not abrogate or its Representatives’ evaluation thereofsuspend the provisions of this Section 5.10, including projections, financial as to such records or other information related thereto other than projectionsdirectly pertinent to such dispute, financial or other information prepared in the ordinary course of the FH Business without being primarily prepared for the Sale Process. Without limiting the generality of the foregoing, Information parties may be requested under not utilize this Section 5.9 for audit and accounting purposes and in connection with Actions5.10 but rather, as well as for purposes absent agreement, must utilize the rules of fulfilling disclosure and reporting obligationsdiscovery.
Appears in 2 contracts
Samples: Share Purchase Agreement (Emerson Electric Co), Share Purchase Agreement (PENTAIR PLC)
Post-Closing Access to Information. For a period of seven (7) years from From and after the ---------------------------------- Closing Date, except as prohibited by applicable Law, Seller DuPont and Buyer shall, subject to compliance by the other and its Subsidiaries with the provisions of Section 5.12 and the Transition Services Agreement5.15, afford to each other and to each other’s 's Representatives reasonable access and duplicating rights (with copying costs to be borne by the requesting party) during normal business hours to all books and records, documents and other information (collectively, “"Information”") within the ----------- knowledge, possession or control of the other party or its Affiliates any DuPont Indemnified Party or Buyer Indemnified Party solely to the extent relating to (a) in the case of requests by Buyer, the FH Transferred Business, Transferred FH Companies (and their Closing Subsidiaries)Business Companies, FH Assets, the Acquired FH Transferred Assets, Assumed Liabilities or Transferred Employees and (b) in the case of requests by SellerDuPont, the Excluded BusinessesRetained Business, the Excluded Assets or the Retained Liabilities, insofar in each case as such access is reasonably required by Seller DuPont or Buyer or any of their Subsidiaries or Affiliates for legitimate business reasons and does not violate any applicable Law or any confidentiality obligations applicable to Seller DuPont or Buyer or any of their Subsidiaries or Affiliates, as the case may be (and shall use reasonable efforts to cause persons or firms possessing relevant Information to give similar access) and), to the extent practicable, such Information is identified by the requesting party with reasonable specificity; provided, however, that no party shall be required to -------- ------- disclose any Information if (i) it believes in good faith that doing so presents a significant risk, based on advice an opinion of counsel (which can be inside counsel) of resulting in a loss of the ability to successfully assert a claim of Privilege or (ii) Seller or any of its Subsidiaries, on the one hand, and Buyer or any of its Subsidiaries, on the other hand, are adverse parties in a litigation (other than a litigation with respect to a claim for indemnification under this Agreement) and such information is reasonably pertinent theretoPrivilege; provided, further, that, in the case of clause (i) above, provided that the parties hereto shall reasonably cooperate in seeking to find a -------- way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege; provided, further, that Seller and its Affiliates shall not be required to provide Buyer or its Representatives with any information related to the Sale Process or Seller’s or its Representatives’ evaluation thereof, including projections, financial or other information related thereto other than projections, financial or other information prepared in the ordinary course of the FH Business without being primarily prepared for the Sale Process. Without limiting the generality of the foregoing, Information may be requested under this Section 5.9 5.12 for audit and accounting purposes and in connection with Actions, as well as for purposes of fulfilling disclosure and reporting obligations. Notwithstanding the foregoing, the provisions of this Section 5.12 shall not apply to Actions brought by one party (or its Affiliates) to this Agreement against another party (or its Affiliates) to this Agreement.
Appears in 1 contract
Post-Closing Access to Information. For a period of seven (7) years from the Closing Date, except as prohibited by applicable Law, Seller SEE and Buyer shall, subject to compliance by the other with the provisions of Section 5.12 5.11 and the Transition Services Agreementany Related Agreements, afford to each other and to each other’s Representatives reasonable access and duplicating rights (with copying all costs to be borne by the requesting party) during normal business hours to all books and recordsrecords (including accountants’ work papers), documents documents, and other information (collectively, “Information”) ), employees, and auditors within the knowledge, possession possession, or control of the other party or its Affiliates solely to the extent relating to (a) in the case of requests by Buyer, the FH Diversey Business, Transferred FH Diversey Companies (and their Closing Subsidiaries), FH Assets, the Acquired FH Diversey Assets, Assumed Liabilities or Transferred Employees and (b) in the case of requests by SellerSEE, the Excluded Businesses, the Excluded Assets or the Retained Liabilities, insofar in each case as such access is reasonably required by Seller SEE or Buyer or any of their Subsidiaries or Affiliates for legitimate business reasons that relate to periods prior to the Closing Date (including the preparation of financial statements for pre-Closing periods included in financial statements delivered by Buyer to lenders after the Closing as contemplated by the Debt Commitment Letters and the preparation by Buyer of an initial filing under the Securities Act or periodic reporting under the Exchange Act) and does not violate any applicable Law or any confidentiality obligations applicable to Seller SEE or Buyer or any of their Subsidiaries or Affiliates, as the case may be (and SEE and Buyer, as applicable, shall use reasonable best efforts to cause persons or firms possessing relevant Information to give provide similar access) and, to the extent practicable, such Information is identified by the requesting party with reasonable specificity; provided, however, that no party shall be required to disclose any Information pursuant to this Agreement if (i) it believes in good faith that doing so presents a significant risk, based on advice an opinion of counsel (which can may be inside counsel) ), of resulting in a loss of the ability to successfully assert a claim of Privilege or (ii) Seller SEE or any of its Subsidiaries, on the one hand, and Buyer or any of its Subsidiaries, on the other hand, are adverse parties in a litigation (other than a litigation with respect to a claim for indemnification under this Agreement) and such information is reasonably pertinent thereto; provided, further, that, in the case of clause (i) above, the parties hereto shall reasonably cooperate in seeking to find a way (including by means of a redacted copy) to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege; provided, further, that Seller SEE and its Affiliates shall not be required to provide Buyer or its Representatives with any Information (including projections and other information related thereto) to the extent related to the Sale Process or SellerSEE’s or its Representatives’ evaluation thereof, including projections, financial or other information related thereto other than projections, or financial or other information prepared in the ordinary course of the FH Diversey Business without being primarily and not prepared for the Sale Process. Without limiting the generality of the foregoing, SEE and Buyer shall, subject to compliance by the other with the provisions of Section 5.11 and any Related Agreements, afford to each other and to each other’s Representatives reasonable access and duplicating rights (with all costs to be borne by the requesting party) during normal business hours to all Information may be requested under this Section 5.9 for audit and accounting purposes and in connection with Actionsany Action to which SEE or any of its Affiliates or Buyer or any of its Affiliates is a party, as well as for purposes of fulfilling disclosure and reporting obligations.. Notwithstanding anything herein to the contrary, following the Closing and for as long as such retention is required by applicable
Appears in 1 contract
Post-Closing Access to Information. (a) For a period of seven (7) five years from following the Closing Date, except as prohibited by applicable LawSeller shall: (i) allow Purchaser, Seller upon reasonable prior notice and Buyer shall, subject to compliance by the other with the provisions of Section 5.12 and the Transition Services Agreement, afford to each other and to each other’s Representatives reasonable access and duplicating rights (with copying costs to be borne by the requesting party) during normal business hours hours, through its Representatives, the right, at Purchaser’s expense, to all books examine and records, documents make copies of any Excluded Books and other information (collectively, “Information”) within the knowledge, possession or control of the other party Records which were retained by Seller or its Affiliates solely pursuant to the extent relating this Section 5.03; and (ii) allow Purchaser to (a) in the case of requests by Buyer, the FH Business, Transferred FH Companies (interview Seller’s and their Closing Subsidiaries), FH Assets, the Acquired FH Assets, Assumed Liabilities or Transferred Employees and its Affiliates’ Representatives for any
(b) in For a period of five years following the case of requests by SellerClosing Date, the Excluded Businesses, the Excluded Assets or the Retained Liabilities, insofar in each case as such access is reasonably required by Seller or Buyer or any of their Subsidiaries or Affiliates for legitimate business reasons and does not violate any applicable Law or any confidentiality obligations applicable to Seller or Buyer or any of their Subsidiaries or Affiliates, as the case may be (and shall use reasonable efforts to cause persons or firms possessing relevant Information to give similar access) and, to the extent practicable, such Information is identified by the requesting party with reasonable specificity; provided, however, that no party shall be required to disclose any Information if Purchaser shall: (i) it believes in good faith that doing so presents allow Seller, upon reasonable prior notice and during normal business hours, through its Representatives, the right, at Seller’s expense, to examine and make copies, at Seller’s expense, of any Books and Records which were transferred to Purchaser or its Affiliates at or after the Closing and of which neither Seller nor any of its Affiliates retained a significant risk, based on advice of counsel (which can be inside counsel) of resulting in a loss of the ability to successfully assert a claim of Privilege or copy; and (ii) allow Seller to interview Purchaser’s Representatives, upon reasonable prior notice and during normal business hours, for any reasonable business purpose relating to the Business, including in connection with Seller’s preparation or examination of regulatory and statutory filings and financial statements, and the conduct of any litigation relating to the Business (other than any litigation or dispute between Seller or any of its SubsidiariesAffiliates, on the one hand, and Buyer Purchaser or any of its SubsidiariesAffiliates, on the other hand), are adverse parties or the conduct of any regulatory, contract holder, reinsurer or other dispute resolution or any other Third Party Claim (whether or not such Third Party Claim is the subject of an indemnification claim by a Purchaser Indemnified Person or Seller Indemnified Person), whether pending or threatened; provided, however, that Purchaser shall not be obligated to provide such access to its offices if Purchaser determines, in a litigation its reasonable judgment, that such Books and Records can be provided electronically or in another reasonably accessible location. Access to such Representatives and Books and Records shall be at Seller’s expense and shall not unreasonably interfere with the business operations of Purchaser or its Affiliates.
(other than a litigation c) Except as otherwise prohibited by Applicable Law and subject to clause (d) and (e) below, Purchaser shall, with respect to a claim for indemnification under this Agreement) the Books and such information is reasonably pertinent thereto; providedRecords, further, that, in the case of clause (i) above, the parties hereto shall reasonably cooperate in seeking to find a way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege; provided, further, that and Seller and its Affiliates shall not be required to provide Buyer or its Representatives shall, with any information related respect to the Sale Process or Seller’s or its Representatives’ evaluation thereofExcluded Books and Records and the Retained Books and Records, including projectionsin each case, financial or to which the other information related thereto other party is entitled to access pursuant to the foregoing provisions of this Section 5.03(a) and (b) and Section 5.05: (i) comply in all material respects with all Applicable Laws relating to the preservation and retention of records; (ii) apply preservation and retention policies that are no less stringent than projections, financial or other information prepared in the ordinary course of the FH Business those generally applied by such party; and (iii) without being primarily prepared for the Sale Process. Without limiting the generality of limitation to the foregoing, Information may be requested under this Section 5.9 for audit at least five years after the Closing Date, preserve and accounting purposes retain all original Books and in connection with ActionsRecords, Retained Books and Records, and Excluded Books and Records, as well as for purposes the case may be, and thereafter dispose of fulfilling disclosure such originals only after it shall have given the other party 90 days’ prior written notice of such disposition and reporting obligationsthe opportunity (at such other party’s expense) to remove and retain such information.
Appears in 1 contract
Samples: Master Transaction Agreement (Hartford Financial Services Group Inc/De)
Post-Closing Access to Information. For a period of seven (7) years from From and after the Closing Date, except as prohibited by applicable Law, Seller DuPont and Buyer shall, subject to compliance by the other and its Subsidiaries with the provisions of Section 5.12 and the Transition Services Agreement5.15, afford to each other and to each other’s 's Representatives reasonable access and duplicating rights (with copying costs to be borne by the requesting party) during normal business hours to all books and records, documents and other information (collectively, “Information”"INFORMATION") within the knowledge, possession or control of the other party or its Affiliates any DuPont Indemnified Party or Buyer Indemnified Party solely to the extent relating to (a) in the case of requests by Buyer, the FH Transferred Business, Transferred FH Companies (and their Closing Subsidiaries)Business Companies, FH Assets, the Acquired FH Transferred Assets, Assumed Liabilities or Transferred Employees and (b) in the case of requests by SellerDuPont, the Excluded BusinessesRetained Business, the Excluded Assets or the Retained Liabilities, insofar in each case as such access is reasonably required by Seller DuPont or Buyer or any of their Subsidiaries or Affiliates for legitimate business reasons and does not violate any applicable Law or any confidentiality obligations applicable to Seller DuPont or Buyer or any of their Subsidiaries or Affiliates, as the case may be (and shall use reasonable efforts to cause persons or firms possessing relevant Information to give similar access) and), to the extent practicablePROVIDED, such Information is identified by the requesting party with reasonable specificity; provided, howeverHOWEVER, that no party shall be required to disclose any Information if (i) it believes in good faith that doing so presents a significant risk, based on advice an opinion of counsel (which can be inside counsel) of resulting in a loss of the ability to successfully assert a claim of Privilege or (ii) Seller or any of its Subsidiaries, on the one hand, and Buyer or any of its Subsidiaries, on the other hand, are adverse parties in a litigation (other than a litigation with respect to a claim for indemnification under this Agreement) and such information is reasonably pertinent theretoPrivilege; provided, further, that, in the case of clause (i) above, PROVIDED that the parties hereto shall reasonably cooperate in seeking to find a way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege; provided, further, that Seller and its Affiliates shall not be required to provide Buyer or its Representatives with any information related to the Sale Process or Seller’s or its Representatives’ evaluation thereof, including projections, financial or other information related thereto other than projections, financial or other information prepared in the ordinary course of the FH Business without being primarily prepared for the Sale Process. Without limiting the generality of the foregoing, Information may be requested under this Section 5.9 5.12 for audit and accounting purposes and in connection with Actions, as well as for purposes of fulfilling disclosure and reporting obligations. Notwithstanding the foregoing, the provisions of this Section 5.12 shall not apply to Actions brought by one party (or its Affiliates) to this Agreement against another party (or its Affiliates) to this Agreement.
Appears in 1 contract
Post-Closing Access to Information. For Subject to Section 9.05, for a period of seven six (76) years from after the Closing DateClosing, except each of the Parties shall give the other and the other’s Affiliates and its and their Representatives access to the Books and Records and the books and records of the Education Entities or the Health Care Entities (to the extent primarily related to the Business) (collectively, the “Accessible Information”) transferred to the Purchaser Group or retained by the Seller, as prohibited by applicable Law, (even if any Accessible Information is or becomes commingled with books and records of the Purchaser Group or the Seller and Buyer shalltheir respective Affiliates), subject to compliance by the other with the provisions of Section 5.12 and the Transition Services Agreementproperties, afford to personnel and Representatives of each other and to each other’s Representatives reasonable access and duplicating rights (with copying costs to Party, as may be borne reasonably required by the requesting party) during normal business hours to all books and recordsParty or such Party’s Affiliates, documents and other information (collectively, “Information”) within the knowledge, possession or control of the other party or its Affiliates solely including to the extent relating necessary for the preparation of financial statements or regulatory filings in respect of periods ending on or prior to (a) the Closing, or in connection with any insurance claims, Claims or any obligations under this Agreement or any agreement, document or instrument contemplated hereby or thereby. At the case of requests by Buyerrequesting Party’s cost and expense, the FH Business, Transferred FH Companies (requesting Party and its Affiliates and its and their Closing Subsidiaries)respective Representatives shall be entitled to make copies of, FH Assetsand conduct searches with respect to or in order to identify, the Acquired FH Assets, Assumed Liabilities or Transferred Employees and (b) in the case of requests by Seller, the Excluded Businesses, the Excluded Assets or the Retained Liabilities, insofar in each case as any Accessible Information to which such Persons are entitled to access pursuant to this Section 5.04. Any such access is reasonably required by Seller or Buyer or any of their Subsidiaries or Affiliates for legitimate shall be conducted during regular business reasons hours upon reasonable advance notice and does not violate any applicable under reasonable circumstances, and shall be subject to restrictions under Law or and any confidentiality obligations applicable to Seller or Buyer or any of their Subsidiaries or Affiliateswhich the Parties are bound. Except as otherwise provided in Section 9.05, as each Party shall preserve and keep the case may be (and shall use reasonable efforts to cause persons or firms possessing relevant Accessible Information to give similar access) and, to the extent practicable, held by such Information is identified by the requesting party with reasonable specificity; provided, however, that no party shall be required to disclose any Information if (i) it believes in good faith that doing so presents a significant risk, based on advice of counsel (which can be inside counsel) of resulting in a loss of the ability to successfully assert a claim of Privilege or (ii) Seller Party or any of its Subsidiaries, on Affiliates relating to the one handTransferred Assets prior to the Closing for a period of six (6) years following the Closing Date. Each Party shall, and Buyer shall cause its Affiliates and Representatives to, (a) keep all information accessed pursuant to this Section 5.04 confidential, (b) not publicly disclose such information to any other Person (except where such disclosure, upon the advice of outside counsel, is required by Law and only to the extent required by applicable Law); provided that each Party or any its Affiliates may disclose such information to its Representatives or other Persons that have a duty of its Subsidiariesconfidentiality (or similar duty or obligation of non-disclosure) to such disclosing Party, on the other hand, are adverse parties in a litigation and (c) not use such information other than a litigation with respect to a claim for indemnification under this Agreement) and such information is reasonably pertinent thereto; provided, further, that, in the case of clause (i) above, the parties hereto shall reasonably cooperate in seeking to find a way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege; provided, further, that Seller and its Affiliates shall not be required to provide Buyer or its Representatives with any information related to the Sale Process or Seller’s or its Representatives’ evaluation thereof, including projections, financial or other information related thereto other than projections, financial or other information prepared in the ordinary course of the FH Business without being primarily prepared for the Sale Processexpress purposes set forth in this Section 5.04. Without limiting Notwithstanding the generality of the foregoingforegoing and except as otherwise provided in Section 9.05, any and all such Accessible Information may be requested under this Section 5.9 for audit and accounting purposes and in connection with Actions, destroyed by the Parties after the sixth (6th) anniversary of the Closing Date (or such later date as well as for purposes of fulfilling disclosure and reporting obligationsrequired by applicable Law).
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Advisory Board Co)
Post-Closing Access to Information. For (a) In order to facilitate the resolution of any claims made against or incurred by Buyer relating to the Business, for a period of seven three (73) years from after the Closing, Seller will (i) retain the books and records relating to the Business for all periods prior to the Closing which will not otherwise have been delivered to Buyer and (ii) upon reasonable notice, afford the officers, employees, agents and representatives of Buyer reasonable access (including the right to make, at Buyer’s expense, photocopies), during normal business hours, to such books and records; provided, however, that prior to any disposal or destruction of any books and records relating to the Business after the end of such three-year period other than books and records that are not required to be maintained by law during such period, Seller will provide to Buyer at least 10 business days prior written notice thereof. Notwithstanding the foregoing, (A) Buyer expressly acknowledges that certain of such records and materials may primarily relate to the businesses of Seller, other than the Business, and that, in such case, Seller may withhold portions thereof that do not relate to the Business, and (B) Seller will not be required to disclose to Buyer (including, for such purpose, its agents and representatives) any information if such disclosure would, in Seller’s reasonable discretion, (I) jeopardize any attorney-client or other legal privilege or (II) contravene any applicable Laws.
(b) In order to facilitate the resolution of any claims made against or incurred by Seller relating to the Business, on or after the Closing Date, except as prohibited by applicable Law, at the reasonable request of Seller and Buyer shall, subject to compliance by customary confidentiality restrictions, Buyer will afford the other with the provisions officers, employees, agents and representatives of Section 5.12 and the Transition Services Agreement, afford to each other and to each other’s Representatives Seller reasonable access and duplicating rights (with copying costs including the right to be borne by the requesting party) make, at Seller’s expense, photocopies), during normal business hours hours, the documents, operating data and records that were delivered to all books Buyer by Seller in connection with the Contemplated Transactions. Notwithstanding the foregoing, Buyer will not be required to disclose to Seller (including, for such purpose, its agents and recordsrepresentatives) any information if such disclosure would, documents in Buyer’s reasonable discretion, (A) jeopardize any attorney-client or other legal privilege or (B) contravene any applicable laws.
(c) On or after the Closing Date, at the reasonable request of either Party and subject to customary confidentiality restrictions, the other information Party will cooperate with the requesting Party, and provide reasonable assistance to the requesting Party (collectivelyincluding causing its personnel to be available for interviews during normal working hours), “Information”) within in connection with the knowledgerequesting Party’s preparation of any historical or pro forma financial statements relating to, possession or control otherwise involving, the Business as such financial statements may be required under applicable rules or regulations of the other party or its Affiliates solely to the extent relating to (a) in the case of requests by Buyer, the FH Business, Transferred FH Companies (United States Securities and their Closing Subsidiaries), FH Assets, the Acquired FH Assets, Assumed Liabilities or Transferred Employees and (b) in the case of requests by Seller, the Excluded Businesses, the Excluded Assets or the Retained Liabilities, insofar in each case as such access is reasonably required by Seller or Buyer or any of their Subsidiaries or Affiliates for legitimate business reasons and does not violate any applicable Law or any confidentiality obligations applicable to Seller or Buyer or any of their Subsidiaries or Affiliates, as the case may be (and shall use reasonable efforts to cause persons or firms possessing relevant Information to give similar access) and, to the extent practicable, such Information is identified by the requesting party with reasonable specificityExchange Commission; provided, however, that no party shall such cooperation or provision of assistance will unreasonably interfere with the conduct of the businesses of the other Party. The requesting Party will compensate the other Party based on an hourly rate to be required to disclose any Information if (i) it believes agreed by the Parties in good faith that doing so presents a significant risk, based on advice of counsel (which can be inside counsel) of resulting in a loss prior to making any personnel of the ability to successfully assert a claim of Privilege or (ii) Seller or any of its Subsidiaries, on the one handother Party available, and Buyer or any of its Subsidiaries, on the requesting Party will also reimburse the other hand, are adverse parties in a litigation (other than a litigation with respect to a claim Party for indemnification under this Agreement) any all out-of-pocket costs and such information is reasonably pertinent thereto; provided, further, that, in the case of clause (i) above, the parties hereto shall reasonably cooperate in seeking to find a way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege; provided, further, that Seller and its Affiliates shall not be required to provide Buyer or its Representatives with any information related to the Sale Process or Seller’s or its Representatives’ evaluation thereof, including projections, financial or other information related thereto other than projections, financial or other information prepared in the ordinary course of the FH Business without being primarily prepared for the Sale Process. Without limiting the generality of the foregoing, Information may be requested under this Section 5.9 for audit and accounting purposes and expenses incurred in connection with Actions, as well as for purposes of fulfilling disclosure and reporting obligationstherewith.
Appears in 1 contract
Samples: Asset Purchase Agreement (Vitesse Semiconductor Corp)
Post-Closing Access to Information. (a) For a period of seven (7) five years from following the Closing Date, except as prohibited by applicable LawSeller shall: (i) allow Purchaser, Seller upon reasonable prior notice and Buyer shall, subject to compliance by the other with the provisions of Section 5.12 and the Transition Services Agreement, afford to each other and to each other’s Representatives reasonable access and duplicating rights (with copying costs to be borne by the requesting party) during normal business hours hours, through its Representatives, the right, at Purchaser’s expense, to all books examine and recordsmake copies, documents at Purchaser’s expense, of any Books and other information (collectively, “Information”) within the knowledge, possession or control of the other party Records which were retained by Seller or its Affiliates solely pursuant to the extent relating to (a) in the case of requests by Buyer, the FH Business, Transferred FH Companies (Section 5.05 or this Section 5.03; and their Closing Subsidiaries), FH Assets, the Acquired FH Assets, Assumed Liabilities or Transferred Employees and (b) in the case of requests by Seller, the Excluded Businesses, the Excluded Assets or the Retained Liabilities, insofar in each case as such access is reasonably required by Seller or Buyer or any of their Subsidiaries or Affiliates for legitimate business reasons and does not violate any applicable Law or any confidentiality obligations applicable to Seller or Buyer or any of their Subsidiaries or Affiliates, as the case may be (and shall use reasonable efforts to cause persons or firms possessing relevant Information to give similar access) and, to the extent practicable, such Information is identified by the requesting party with reasonable specificity; provided, however, that no party shall be required to disclose any Information if (i) it believes in good faith that doing so presents a significant risk, based on advice of counsel (which can be inside counsel) of resulting in a loss of the ability to successfully assert a claim of Privilege or (ii) allow Purchaser to interview Seller’s and its Affiliates’ Representatives for any reasonable business purpose relating to the Business, including in connection with Seller’s pre-Closing employment of the Transferred Employees or Purchaser’s preparation or examination of regulatory and statutory filings and financial statements and the conduct of any litigation relating to the Business (other than any litigation or dispute between Seller or any of its SubsidiariesAffiliates, on the one hand, and Buyer Purchaser or any of its SubsidiariesAffiliates, on the other hand), are adverse parties or the conduct of any regulatory authority, policyholder, reinsurer or other dispute resolution or any other Third Party Claim (whether or not such Third Party Claim is the subject of an indemnification claim by a Purchaser Indemnified Person or Seller Indemnified Person), whether pending or threatened. Access to such Representatives and Books and Records shall be at Purchaser’s expense and shall not unreasonably interfere with Seller’s or its Affiliates’ or any of their respective successor company’s business operations.
(b) For a period of five years following the Closing Date, Purchaser shall: (i) allow Seller, upon reasonable prior notice and during normal business hours, through its Representatives, the right, at Seller’s expense, to examine and make copies, at Seller’s expense, of any Books and Records which were transferred to Purchaser or its Affiliates at or after the Closing pursuant to Section 5.05 and of which neither Seller nor any of its Affiliates retained a copy; and (ii) allow Seller to interview Purchaser’s and its Affiliates’ Representatives for any reasonable business purpose relating to the Business, including in a connection with Seller’s preparation or examination of regulatory and statutory filings and financial statements, and the conduct of any litigation relating to the Business (other than any litigation or dispute between Seller or its Affiliates, on the one hand, and Purchaser or its Affiliates, on the other hand), or the conduct of any regulatory, contract holder, reinsurer or other dispute resolution or any other Third Party Claim (whether or not such Third Party Claim is the subject of an indemnification claim by a litigation Purchaser Indemnified Person or Seller Indemnified Person), whether pending or threatened. Access to such Representatives and Books and Records shall be at Seller’s expense and shall not unreasonably interfere with the business operations of Purchaser or its Affiliates.
(c) Except as otherwise prohibited by Applicable Law and subject to clause (d) and (e) below, each of the parties shall, with respect to a claim the Books and Records to which the other party is entitled to access pursuant to the foregoing provisions of this Section 5.03, (i) comply in all material respects with all Applicable Laws relating to the preservation and retention of records; (ii) apply preservation and retention policies that are no less stringent than those generally applied by such party; and (iii) without limitation to the foregoing, for indemnification under at least five years after the Closing Date, preserve and retain all original Books and Records retained by or delivered to it (as applicable) and dispose of such original Books and Records only after it shall have given the other party 90 days’ prior written notice of such disposition and the opportunity (at such other party’s expense) to remove and retain such Books and Records.
(d) Notwithstanding any other provision of this Agreement, a party hereto shall not be obligated to provide such access to any Books and Records or information if such party determines, in its reasonable judgment, that doing so would violate Applicable Law (except that copies thereof shall be furnished to the requesting party to the extent permitted under Applicable Law) and such information is reasonably pertinent theretoor a Contract of confidentiality owing to a third-party or jeopardize the protection of an attorney-client privilege; provided, furtherthat the party contemplated to provide access shall use commercially reasonable efforts to obtain waivers or make other arrangements (including redacting information or entering into joint defense agreements) that would enable otherwise required disclosure to the other party or its Representatives to occur without so jeopardizing privilege or contravening such Applicable Law, thatContract or obligation of confidentiality.
(e) Notwithstanding any other provision of this Agreement to the contrary, Purchaser shall, and shall cause its Affiliates to, retain and preserve all Books and Records (in the case of clause (iwhatever form maintained) above, the parties hereto shall reasonably cooperate transferred to Purchaser that are subject to a Litigation Hold in seeking to find a way to allow disclosure of such information without resulting in a loss effect as of the ability Closing (of which Seller shall notify Purchaser at or prior to successfully assert a claim the Closing), until such time as Seller notifies Purchaser in writing that such Books and Records may be destroyed. Seller shall use commercially reasonable efforts to notify Purchaser within thirty (30) days of Privilege; provided, further, that the termination of any applicable Litigation Hold. Purchaser shall provide Seller and its Affiliates with access to any Books and Records subject to a Litigation Hold in accordance with the foregoing provisions of this Section 5.03; provided that access to Books and Records subject to Litigation Holds shall not be required to provide Buyer or its Representatives with any information related to limited in time only by the Sale Process or Seller’s or its Representatives’ evaluation thereof, including projections, financial or other information related thereto other than projections, financial or other information prepared in the ordinary course terms of the FH Business without being primarily prepared for the Sale Process. Without limiting the generality of the foregoing, Information may be requested under this Section 5.9 for audit and accounting purposes and in connection with Actions, as well as for purposes of fulfilling disclosure and reporting obligationsapplicable Litigation Hold.
Appears in 1 contract
Post-Closing Access to Information. For a period of seven (7a) years from From and after the Closing Date, except as prohibited by applicable Law, Seller and except as relates to Information regarding Taxes which is governed by Article VI, DuPont and Buyer shall, subject to compliance by the other and its Subsidiaries with the provisions of Section 5.12 and the Transition Services Agreement5.20, afford to each other and to each other’s 's authorized employees, accountants, counsel and other designated Representatives reasonable access (including using reasonable commercial efforts (as defined in Section 5.11(c)) to deliver) and duplicating rights (with retrieval, delivery and copying costs to be borne equally by DuPont and Buyer for the two years following the Closing and thereafter, by the party requesting party) any such copies during normal business hours to all books and recordsrecords and documents, documents communications, items, matters and other information (collectively, “Information”"INFORMATION") within the knowledge, possession possession, custody or control of the other party or its Affiliates solely to the extent any DuPont Indemnified Party or Buyer Indemnified Party, as applicable, relating to (a) in the case of requests by Buyer, the FH Business, Transferred FH Companies (and their Closing Subsidiaries), FH DTI Assets, the Acquired FH AssetsDTI Business, the Assumed Liabilities or Transferred Employees the DTI Employees, and (b) in the case of requests by SellerDuPont, the Excluded BusinessesAssets, the Excluded Assets DuPont Business or the Retained Liabilities, insofar in each case as such access is reasonably required by Seller DuPont or Buyer or any of their Subsidiaries or Affiliates for legitimate business reasons and does not violate this Agreement or the Related Agreements, any applicable Law or any confidentiality obligations applicable to Seller DuPont or Buyer or any of their Subsidiaries or Affiliates, as the case may be (and shall use reasonable commercial efforts to cause persons Persons or firms possessing relevant Information to give similar access). The foregoing will (i) and, not apply to Technical Information (which shall be governed by the Patent and 164 Technical Information Agreement) and (ii) be limited by the following specific provisions:
(b) The requesting party may use the Information provided hereunder only for the legitimate business purposes justifying such party's access to the extent practicableInformation, subject to any contractual or other legal restrictions that apply to such Information. If either party has a reasonable concern regarding the other party's use of such books and records, such party may, upon reasonable prior written notice and at such party's expense, audit the other party's use of such books and records at times and in a manner so as not to interfere unreasonably with the operation of the business of the party being audited.
(c) Each party will use reasonable commercial efforts to make available knowledgeable personnel to provide context and background to the Information is identified as reasonably requested by the requesting party with other party.
(d) The parties will use reasonable specificity; provided, however, that no party shall be commercial efforts to retain the ability to access electronic records for so long as such records are required to disclose be maintained pursuant to Section 5.19.
(e) Each party may refuse to furnish any Information if (i) it believes in good faith (after consultation with counsel, which may be in-house counsel), that doing so presents is reasonably likely to cause a significant riskPrivilege which such party would be entitled to assert to be undermined with respect to such Information and such undermining of Privilege could in such party's good faith judgment (after consultation with counsel, based on advice of counsel (which can may be inside in-house counsel) of resulting adversely affect in a loss of the ability to successfully assert a claim of Privilege any material respect such party's position in any pending or, which such party believes in good faith (after consultation with counsel, which may be in-house counsel) could be, future litigation or (ii) Seller DuPont or any of its Subsidiaries, on the one hand, and Buyer or any of its Subsidiaries, on the other hand, are adverse parties in a litigation (other than a litigation with respect to a claim for indemnification under this Agreement) and such information is reasonably pertinent thereto; provided, furtherPROVIDED, that, in the case cases of clause (i) above, the parties hereto shall reasonably cooperate in seeking to find a way to allow disclosure of such information without resulting Information to the extent doing so would not (in a loss the good faith belief of the ability party attempting to successfully assert a claim of Privilegedisclose such Information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to cause such Privilege to be undermined with respect to such Information; providedPROVIDED, furtherFURTHER, that Seller the party refusing disclosure shall (i) notify the other party that such disclosures are reasonably likely to cause such Privilege to be undermined and its Affiliates shall not be required to provide Buyer or its Representatives with any information related (ii) communicate to the Sale Process or Seller’s or its Representatives’ evaluation thereof, including projections, financial or other party in reasonable detail (A) the facts giving rise to such notification and (B) the subject matter of such information related thereto other than projections, financial or other information prepared (to the extent it is able to do so in accordance with the ordinary course of the FH Business without being primarily prepared for the Sale Process. foregoing proviso).
(f) Without limiting the generality of the foregoing, Information may be requested under this Section 5.9 5.17 for audit and accounting purposes and in connection with Actions, as well as for purposes of fulfilling disclosure and reporting obligations. 165
(g) Notwithstanding anything else in this Section 5.17, the provisions of this Section 5.17 shall not apply to Actions brought by one party (or its Affiliates) to this Agreement against another party (or its Affiliates) to this Agreement.
Appears in 1 contract
Post-Closing Access to Information. (i) For a period of seven (7) [***] years from following the Closing DateClosing, except as prohibited by applicable LawPurchaser will, Seller and Buyer shall, subject to compliance by will cause the other with the provisions members of Section 5.12 and the Transition Services AgreementPurchaser Group to, afford to each Seller and its accountants, counsel, and other and to each other’s Representatives representatives reasonable access and duplicating rights (with copying costs to be borne by the requesting party) access, upon reasonable prior written notice during normal business hours hours, to all the books and records, documents Contracts, and other information (collectively, “Information”) within the knowledge, possession or control properties and assets of the other party or its Affiliates Purchaser Group solely to the extent relating to (a) in the case of requests by BuyerProducts, the FH Business, Transferred FH Companies (and their Closing Subsidiaries), FH Assets, or the Acquired FH Assets, Assumed Liabilities or Transferred Employees and (b) solely to the extent in existence prior to the case of requests by Seller, the Excluded Businesses, the Excluded Assets or the Retained Liabilities, insofar in each case as Closing for any reasonable business purpose if such access is reasonably required by Seller or Buyer or any of their Subsidiaries or Affiliates for legitimate business reasons and does not unreasonably disrupt the normal operations of Purchaser Group. Notwithstanding the immediately foregoing sentence, this Section will not obligate any member of Purchaser Group to (A) adversely affect the ability of any member of Purchaser Group to assert attorney-client or attorney work product privilege or a similar privilege, (B) furnish information, documents, or records if the parties are in an adversarial relationship in litigation or arbitration, in which case the applicable rules relating to discovery will govern, (C) violate any applicable Law or Order, or (D) breach any duty of confidentiality obligations applicable owed to any Person whether such duty arises contractually, statutorily, or otherwise.
(ii) For a period of [***] years following the Closing, Seller or Buyer or any of their Subsidiaries or Affiliateswill afford to Purchaser and its accountants, as the case may be (counsel, and shall use other representatives reasonable efforts to cause persons or firms possessing relevant Information to give similar access) and, upon reasonable prior written notice during normal business hours, to the books and records, Contracts, and other properties and assets of Seller solely to the extent practicablerelating to the Products, the Transferred Assets, or the Assumed Liabilities solely to the extent in existence prior to the Closing for any reasonable business purpose if such Information is identified by access does not unreasonably disrupt the requesting party with reasonable specificity; providednormal operations of Seller. Notwithstanding the immediately foregoing sentence, however, that no party shall be required this Section will not obligate Seller to disclose any Information if (iA) it believes in good faith that doing so presents a significant risk, based on advice of counsel (which can be inside counsel) of resulting in a loss of adversely affect the ability of Seller to successfully assert attorney-client or attorney work product privilege or a claim of Privilege similar privilege, (B) furnish information, documents, or records if the parties are in an adversarial relationship in litigation or arbitration, in which case the applicable rules relating to discovery will govern, (C) violate any applicable Law or Order, or (iiD) Seller breach any duty of confidentiality owed to any Person whether such duty arises contractually, statutorily, or any of its Subsidiaries, on the one hand, and Buyer or any of its Subsidiaries, on the other hand, are adverse parties in a litigation (other than a litigation with respect to a claim for indemnification under this Agreement) and such information is reasonably pertinent thereto; provided, further, that, in the case of clause (i) above, the parties hereto shall reasonably cooperate in seeking to find a way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege; provided, further, that Seller and its Affiliates shall not be required to provide Buyer or its Representatives with any information related to the Sale Process or Seller’s or its Representatives’ evaluation thereof, including projections, financial or other information related thereto other than projections, financial or other information prepared in the ordinary course of the FH Business without being primarily prepared for the Sale Process. Without limiting the generality of the foregoing, Information may be requested under this Section 5.9 for audit and accounting purposes and in connection with Actions, as well as for purposes of fulfilling disclosure and reporting obligationsotherwise.
Appears in 1 contract
Samples: Asset Purchase Agreement (Catalyst Biosciences, Inc.)
Post-Closing Access to Information. For (a) From and after the Closing, Purchaser shall, and shall cause the Acquired Companies and its other Affiliates to, afford Seller and its Affiliates and their respective Representatives, during normal business hours, upon reasonable request and advance notice, reasonable access to the employees, books, records and properties of each Acquired Company, their Affiliates and the Business, and to make copies of such books and records at Seller’s expense, to the extent that such access is requested for reasonable business purposes, including in connection with financial statements, Taxes, any potential Proceeding (other than any Proceeding by or against Purchaser or its Affiliates) or investigation by or before a Governmental Authority and SEC or other Governmental Authority reporting obligations; provided that nothing in this Agreement shall limit any rights of discovery of Seller or its Affiliates.
(b) Without limiting the generality of Section 7.2(a), Purchaser shall, within seven (7) Business Days of (x) if the Closing Date is the first calendar day of the month, the Closing Date, or (y) if the Closing Date is not the first calendar day of the month, the date that is the first calendar day of a month following the Closing Date, deliver, or cause the Acquired Companies to deliver, to Seller, customary quarter and month-end P&L and balance sheet and other similar financial information of the type that the Acquired Companies and Business have historically provided to Seller via its financial reporting system for the monthly and quarterly period in which the Closing occurs, in each case as if the Closing Date was the date of a quarter end; provided, however, that for the avoidance of doubt, such information shall not be binding upon, or relevant to the Post-Closing Statement.
(c) Xxxxxxxxx agrees to hold, and to cause the Acquired Companies to hold, all the books and records of the Acquired Companies existing on the Closing Date and not to destroy or dispose of any such books and records for a period of seven (7) years from the Closing DateDate or such longer time as may be required by Legal Requirements, except as prohibited by applicable Lawand thereafter, Seller and Buyer shall, subject if any of them desires to compliance by the other with the provisions destroy or dispose of Section 5.12 and the Transition Services Agreement, afford to each other and to each other’s Representatives reasonable access and duplicating rights (with copying costs to be borne by the requesting party) during normal business hours to all such books and records, documents and other information to offer first in writing at least sixty (collectively, “Information”60) within the knowledge, possession days prior to such destruction or control of the other party or its Affiliates solely disposition to the extent relating surrender them to (a) in the case of requests by Buyer, the FH Business, Transferred FH Companies (and their Closing Subsidiaries), FH Assets, the Acquired FH Assets, Assumed Liabilities or Transferred Employees and (b) in the case of requests by Seller, the Excluded Businesses, the Excluded Assets or the Retained Liabilities, insofar in each case as such access is reasonably required by Seller or Buyer or any of their Subsidiaries or Affiliates for legitimate business reasons and does not violate any applicable Law or any confidentiality obligations applicable to Seller or Buyer or any of their Subsidiaries or Affiliates, as the case may be (and shall use reasonable efforts to cause persons or firms possessing relevant Information to give similar access) and, to the extent practicable, such Information is identified by the requesting party with reasonable specificity; provided, however, that no party shall be required to disclose any Information if (i) it believes in good faith that doing so presents a significant risk, based on advice of counsel (which can be inside counsel) of resulting in a loss of the ability to successfully assert a claim of Privilege or (ii) Seller or any of its Subsidiaries, on the one hand, and Buyer or any of its Subsidiaries, on the other hand, are adverse parties in a litigation (other than a litigation with respect to a claim for indemnification under this Agreement) and such information is reasonably pertinent thereto; provided, further, that, in the case of clause (i) above, the parties hereto shall reasonably cooperate in seeking to find a way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege; provided, further, that Seller and its Affiliates shall not be required to provide Buyer or its Representatives with any information related to the Sale Process or Seller’s or its Representatives’ evaluation thereof, including projections, financial or other information related thereto other than projections, financial or other information prepared in the ordinary course of the FH Business without being primarily prepared for the Sale Process. Without limiting the generality of the foregoing, Information may be requested under this Section 5.9 for audit and accounting purposes and in connection with Actions, as well as for purposes of fulfilling disclosure and reporting obligations.
Appears in 1 contract
Post-Closing Access to Information. For a period of seven (7) years from the Closing Date, except as prohibited by applicable Law, Seller DuPont and Buyer shall, subject to compliance by the other with the provisions of Section 5.12 and the Transition Services Agreementany Related Agreements, afford to each other and to each other’s 's Representatives reasonable access and duplicating rights (with copying costs to be borne by the requesting party) during normal business hours to all books and records, documents and other information (collectively, “"Information”") within the knowledge, possession or control of the other party or its Affiliates solely to the extent relating to (a) in the case of requests by Buyer, the FH DPC Business, Transferred FH DPC Companies (and their Closing Subsidiaries), FH Assets, the Acquired FH DPC Assets, Assumed Liabilities Liabilities, the Joint Ventures or Transferred Employees and (b) in the case of requests by SellerDuPont, the Excluded Businesses, the Excluded Assets or the Retained Liabilities, insofar in each case as such access is reasonably required by Seller DuPont or Buyer or any of their Subsidiaries or Affiliates for legitimate business reasons and does not violate any applicable Law or any confidentiality obligations applicable to Seller DuPont or Buyer or any of their Subsidiaries or Affiliates, as the case may be (and shall use reasonable efforts to cause persons or firms possessing relevant Information to give similar access) and, to the extent practicable, such Information is identified by the requesting party with reasonable specificity; provided, however, that no party shall be required to disclose any Information if (i) it believes in good faith that doing so presents a significant risk, based on advice an opinion of counsel (which can be inside counsel) of resulting in a loss of the ability to successfully assert a claim of Privilege or (ii) Seller DuPont or any of its Subsidiaries, on the one hand, and Buyer or any of its Subsidiaries, on the other hand, are adverse parties in a litigation (other than a litigation with respect to a claim for indemnification under this Agreement) and such information is reasonably pertinent thereto; provided, further, that, in the case of clause (i) above, the parties hereto shall reasonably cooperate in seeking to find a way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege; provided, further, that Seller DuPont and its Affiliates shall not be required to provide Buyer or its Representatives with any information related to the Sale Process or Seller’s DuPont's or its Representatives’ ' evaluation thereof, including projections, financial or other information related thereto other than projections, financial or other information prepared in the ordinary course of the FH DPC Business without being primarily prepared for the Sale Process. Without limiting the generality of the foregoing, Information may be requested under this Section 5.9 for audit and accounting purposes and in connection with Actions, as well as for purposes of fulfilling disclosure and reporting obligations. Notwithstanding anything herein to the contrary, following Closing and for as long as such retention is required in accordance with the DuPont Corporate Records and Information Management Policy, as in effect as of the date hereof, or applicable Law (with the longer durational requirement to govern), Buyer shall, and shall cause the Transferred DPC Companies and their Subsidiaries to, retain all medical and exposure records of Business Employees and, subject to applicable Law, afford DuPont and its Affiliates and Representatives with reasonable access to such medical and exposure records for any reasonable business purpose.
Appears in 1 contract
Post-Closing Access to Information. (a) For a period of seven (7) years from the Closing Date, except as prohibited by applicable Law, Seller CECity and Buyer shall, subject to compliance by the other with the provisions of Section 5.12 6.7, (i) preserve and retain all corporate, accounting legal, auditing and other books and records, documents and information of CECity and CECity Subsidiary relating to the Transition Services Agreementassets or properties of CECity or CECity Subsidiary or the conduct of the Business prior to the Closing Date (collectively, “Information”) and (ii) afford to each other Shareholders and to each other’s Representatives the Representative of Shareholders (A) reasonable access and duplicating rights (with copying costs to be borne by the requesting partyShareholders) during normal business hours to all books Information and records, documents (B) reasonable access to (through in-person meetings or otherwise) officers and other information (collectively, “Information”) within the knowledge, possession or control employees of the other party or Buyer and its Affiliates solely on a mutually convenient basis in order to the extent relating obtain explanations with respect to (a) in the case of requests by Buyersuch Information, the FH Businessto obtain additional information, Transferred FH Companies (to call such officers and their Closing Subsidiaries), FH Assets, the Acquired FH Assets, Assumed Liabilities or Transferred Employees employees as witnesses and (b) in the case of requests by Seller, the Excluded Businesses, the Excluded Assets or the Retained Liabilitiesfor any other reasonable business purposes, insofar in each case as such access is reasonably required by Seller or Buyer or any of their Subsidiaries or Affiliates for legitimate business reasons and does not violate any applicable Law or any confidentiality obligations applicable to Seller or Buyer or any of their Subsidiaries or Affiliates, as the case may be (and shall use reasonable efforts to cause persons or firms possessing relevant Information to give similar access) and, to the extent practicable, such Information is identified by the requesting party with reasonable specificityreasons; provided, however, that no party Buyer shall not be required to disclose any Information if (i) it believes in good faith that doing so presents a significant risk, based on advice an opinion of counsel (which can be inside counsel) of resulting in a loss of the ability to successfully assert a claim of Privilege or (ii) Seller or any of its Subsidiaries, on the one hand, and Buyer or any of its Subsidiaries, on the other hand, are adverse parties in a litigation (other than a litigation with respect to a claim for indemnification under this Agreement) and such information is reasonably pertinent thereto; provided, further, that, in the case of clause (i) above, that the parties hereto shall reasonably cooperate in seeking to find a way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege; provided, furtherthat such Shareholders and their Representatives shall treat all such information as confidential in accordance with Section 6.7.
(b) From and after the Closing, that Seller each Shareholders and Guarantor shall provide assistance to the Buyer and its Affiliates shall not be required authorized Representatives, during normal business hours, to provide the extent reasonably necessary for the Buyer or its Representatives Affiliates to comply with any information related the reporting obligations required by the Securities and Exchange Commission, NASDAQ, the Securities Act and the Securities Exchange Act of 1934, as amended, regarding CECity and CECity Subsidiary, including the operations thereof, with respect to the Sale Process or Seller’s or its Representatives’ evaluation thereof, including projections, financial or other information related thereto other than projections, financial or other information prepared in periods prior to the ordinary course of the FH Business without being primarily prepared for the Sale Process. Without limiting the generality of the foregoing, Information may be requested under this Section 5.9 for audit and accounting purposes and Closing Date and/or in connection with Actions, as well as for purposes of fulfilling disclosure and reporting obligationsthe transactions contemplated hereby (relating to periods prior to the Closing Date).
Appears in 1 contract
Post-Closing Access to Information. For Other than with respect to Tax matters, which are governed solely by Article 12, for a period of seven (7) years from after the Closing Date, except as prohibited by applicable LawPurchasers, Seller and Buyer shallon the one hand, subject to compliance by and, Sellers on the other with hand, will preserve the provisions of Section 5.12 financial and operating data and other information relating to the Transition Services Agreement, afford to each other Purchased Assets and will furnish to each other’s Representatives reasonable access , its counsel, financial advisors, auditors and duplicating rights (with copying costs to be borne by the requesting party) during normal business hours to all books other authorized representatives such financial and records, documents operating data and other information (collectivelyrelating to the Purchased Assets as Purchasers or Sellers may reasonably request; provided, “Information”) within the knowledge, possession or control of the other party or its Affiliates solely that Purchasers shall only be required to furnish such information to Sellers to the extent relating it relates to the ownership of the applicable Purchased Assets during the Tax year in which the related Transfer Date falls. The requesting party will bear all of the out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) reasonably incurred in connection with the foregoing. Notwithstanding the foregoing, (a) in the case of requests by Buyer, the FH Business, Transferred FH Companies (and their Closing Subsidiaries), FH Assets, the Acquired FH Assets, Assumed Liabilities or Transferred Employees and (b) in the case of requests by Seller, the Excluded Businesses, the Excluded Assets or the Retained Liabilities, insofar in each case as such access is reasonably required by Seller or Buyer or any of their Subsidiaries or Affiliates for legitimate business reasons and does not violate any applicable Law or any confidentiality obligations applicable to Seller or Buyer or any of their Subsidiaries or Affiliates, as the case may be (and shall use reasonable efforts to cause persons or firms possessing relevant Information to give similar access) and, to the extent practicable, such Information is identified by the requesting party with reasonable specificity; provided, however, that no party shall be required to disclose furnish any Information if such data or information (i) it believes in good faith that if doing so presents a significant riskwould jeopardize any attorney-client or other legal privilege or contravene any applicable Law, based on advice of counsel (which can be inside counsel) of resulting in a loss of the ability to successfully assert a claim of Privilege duty or agreement, (ii) Seller or any of its Subsidiaries, on the one hand, and Buyer or any of its Subsidiaries, on the other hand, are adverse parties in a litigation (other than a litigation with respect to a claim for indemnification under this Agreement) and such information is reasonably pertinent thereto; provided, further, that, in the case of clause (i) above, the parties hereto shall reasonably cooperate in seeking to find a way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege; provided, further, that Seller and its Affiliates shall not be required to provide Buyer or its Representatives with any information related to the Sale Process or Seller’s or its Representatives’ evaluation thereof, including projections, financial or other information related thereto other than projections, financial or other information prepared in the ordinary course of the FH Business without being primarily prepared for the Sale Process. Without limiting the generality of the foregoing, Information may be requested under this Section 5.9 for audit and accounting purposes and in connection with Actionsany claim or dispute between Parent or any Seller and any Purchaser under this Agreement or any Ancillary Agreement or (iii) if doing so would unreasonably interfere with the operation of the Purchased Assets and (b) any and all such data and information may be destroyed by the party holding such data and information if such party sends to the other party written notice of its intent to destroy such data and information, as well as for purposes specifying in reasonable detail the contents thereof; such data and information may then be destroyed after the 60th day following such notice unless such other party notifies the destroying party that such other party desires to obtain possession of fulfilling disclosure such data and reporting obligationsinformation, in which event the destroying party shall transfer the data and information to such other party and such other party shall pay all reasonable expenses in connection therewith.
Appears in 1 contract
Post-Closing Access to Information. (a) For a period of seven (7) five years from following the Closing Date, except as prohibited by applicable LawSeller shall: (i) allow Purchaser, Seller upon reasonable prior notice and Buyer shall, subject to compliance by the other with the provisions of Section 5.12 and the Transition Services Agreement, afford to each other and to each other’s Representatives reasonable access and duplicating rights (with copying costs to be borne by the requesting party) during normal business hours hours, through its Representatives, the right, at Purchaser’s expense, to all books examine and records, documents make copies of any Excluded Books and other information (collectively, “Information”) within the knowledge, possession or control of the other party Records which were retained by Seller or its Affiliates solely pursuant to the extent relating to (a) in the case of requests by Buyer, the FH Business, Transferred FH Companies (this Section 5.03; and their Closing Subsidiaries), FH Assets, the Acquired FH Assets, Assumed Liabilities or Transferred Employees and (b) in the case of requests by Seller, the Excluded Businesses, the Excluded Assets or the Retained Liabilities, insofar in each case as such access is reasonably required by Seller or Buyer or any of their Subsidiaries or Affiliates for legitimate business reasons and does not violate any applicable Law or any confidentiality obligations applicable to Seller or Buyer or any of their Subsidiaries or Affiliates, as the case may be (and shall use reasonable efforts to cause persons or firms possessing relevant Information to give similar access) and, to the extent practicable, such Information is identified by the requesting party with reasonable specificity; provided, however, that no party shall be required to disclose any Information if (i) it believes in good faith that doing so presents a significant risk, based on advice of counsel (which can be inside counsel) of resulting in a loss of the ability to successfully assert a claim of Privilege or (ii) allow Purchaser to interview Seller’s and its Affiliates’ Representatives for any reasonable business purpose relating to the Business, including in connection with Seller’s pre- Closing employment of the Transferred Employees or Purchaser’s preparation or examination of regulatory and statutory filings and financial statements and the conduct of any litigation relating to the Business (other than any litigation or dispute between Seller or any of its SubsidiariesAffiliates, on the one hand, and Buyer Purchaser or any of its SubsidiariesAffiliates, on the other hand), are adverse parties or the conduct of any regulatory authority, policyholder, reinsurer or other dispute resolution or any other Third Party Claim (whether or not such Third Party Claim is the subject of an indemnification claim by a Purchaser Indemnified Person or Seller Indemnified Person), whether pending or threatened; provided , however , that Seller shall not be obligated to provide such access to its offices if Seller determines, in its reasonable judgment, that such Excluded Books and Records can be provided electronically or in another reasonably accessible location. Access to such Representatives and Excluded Books and Records shall be at Purchaser’s expense and shall not unreasonably interfere with Seller’s or its Affiliates’ or any of their respective successor companies’ business operations.
(b) For a period of five years following the Closing Date, Purchaser shall: (i) allow Seller, upon reasonable prior notice and during normal business hours, through its Representatives, the right, at Seller’s expense, to examine and make copies, at Seller’s expense, of any Books and Records which were transferred to Purchaser or its Affiliates at or after the Closing and of which neither Seller nor any of its Affiliates retained a copy; and (ii) allow Seller to interview Purchaser’s Representatives, upon reasonable prior notice and during normal business hours, for any reasonable business purpose relating to the Business, including in connection with Seller’s preparation or examination of regulatory and statutory filings and financial statements, and the conduct of any litigation relating to the Business (other than any litigation or dispute between Seller or its Affiliates, on the one hand, and Purchaser or its Affiliates, on the other hand), or the conduct of any regulatory, contract holder, reinsurer or other dispute resolution or any other Third Party Claim (whether or not such Third Party Claim is the subject of an indemnification claim by a litigation Purchaser Indemnified Person or Seller Indemnified Person), whether pending or threatened; provided , however , that Purchaser shall not be obligated to provide such access to its offices if Purchaser determines, in its reasonable judgment, that such Books and Records can be provided electronically or in another reasonably accessible location. Access to such Representatives and Books and Records shall be at Seller’s expense and shall not unreasonably interfere with the business operations of Purchaser or its Affiliates.
(c) Except as otherwise prohibited by Applicable Law and subject to clause (d) and (e) below, Purchaser shall, with respect to a claim for indemnification under this Agreement) the Books and such information is reasonably pertinent thereto; providedRecords, further, that, in the case of clause (i) above, the parties hereto shall reasonably cooperate in seeking to find a way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege; provided, further, that and Seller and its Affiliates shall, with respect to the Excluded Books and Records and the Retained Books and Records, in each case, to which the other party is entitled to access pursuant to the foregoing provisions of this Section 5.03(a) and (b) and Section 5.05 : (i) comply in all material respects with all Applicable Laws relating to the preservation and retention of records; (ii) apply preservation and retention policies that are no less stringent than those generally applied by such party; and (iii) without limitation to the foregoing, for at least five years after the Closing Date, preserve and retain all original Books and Records, Retained Books and Records, and Excluded Books and Records, as the case may be, and thereafter dispose of such originals only after it shall have given the other party 90 days’ prior written notice of such disposition and the opportunity (at such other party’s expense) to remove and retain such information.
(d) Notwithstanding any other provision of this Agreement, a party hereto shall not be required obligated to provide Buyer such access to any Books and Records, Retained Books and Records, or Excluded Books and Records or information if such party determines, in its reasonable judgment, that doing so would violate Applicable Law (except that copies thereof shall be furnished to the requesting party or its Representatives with any information related to the Sale Process extent permitted under Applicable Law) or Seller’s a contract, agreement or obligation of confidentiality owing to a third party, or jeopardize the protection of an attorney-client privilege; provided, that the party contemplated to provide access shall use commercially reasonable efforts to obtain waivers or make other arrangements (including redacting information or entering into joint defense agreements) that would enable otherwise required disclosure to the other party or its Representatives’ evaluation thereofRepresentatives to occur without so jeopardizing privilege or contravening such Applicable Law, including projectionscontract or obligation of confidentiality.
(e) Notwithstanding any other provision of this Agreement to the contrary, financial or other information related thereto other than projectionsPurchaser shall, financial or other information prepared and shall cause its Affiliates to, retain and preserve all Books and Records (in the ordinary course whatever form maintained) transferred to Purchaser that are subject to a Legal Hold in effect as of the FH Business without being primarily prepared for the Sale ProcessClosing, until such time as Seller notifies Purchaser in writing that such Books and Records may be destroyed. Without limiting the generality Seller shall use commercially reasonable efforts to notify Purchaser within 30 days of the foregoing, Information may be requested under termination of any applicable Legal Hold. Purchaser shall provide Seller and its Affiliates with access to any Books and Records subject to this Section 5.9 5.03(e); provided that access to Books and Records subject to Legal Holds shall be limited in time only by the terms of the applicable Legal Hold; provided , however , that Purchaser shall not be obligated to provide access to its offices for audit such purposes if Purchaser determines, in its reasonable judgment, that such Books and accounting purposes and Records can be provided electronically or in connection with Actions, as well as for purposes of fulfilling disclosure and reporting obligationsanother reasonably accessible location.
Appears in 1 contract
Post-Closing Access to Information. For a period From and after the Closing until the seventh (7th) anniversary of seven (7) years from the Closing Date, except as prohibited by applicable Law, Seller and Buyer Parent shall, subject to compliance by and shall cause the other Surviving Corporation to, provide the Securityholder Representative and its representatives with the provisions of Section 5.12 and the Transition Services Agreement, afford to each other and to each other’s Representatives reasonable access (for the purpose of examining and duplicating rights (with copying costs to be borne by at the requesting party) Company’s expense), during normal business hours and upon reasonable notice, to all the books and records, documents and other information (collectively, “Information”) within the knowledge, possession or control records of the other party Company and its Subsidiaries for any reasonable purpose with respect to periods or its Affiliates solely occurrences prior to or on the Closing Date and including any purpose that is reasonably relevant to the extent relating to Stockholders’ Tax liabilities or status as equityholders of the Company during such periods; provided that (a) in such access does not interfere with the case normal business operations of requests by Buyerthe Surviving Corporation, the FH Business, Transferred FH Companies (and their Closing Subsidiaries), FH Assets, the Acquired FH Assets, Assumed Liabilities or Transferred Employees and (b) in the case such disclosure or provision of requests by Seller, the Excluded Businesses, the Excluded Assets or the Retained Liabilities, insofar in each case as such access is would not be reasonably required by Seller or Buyer or any of their Subsidiaries or Affiliates for legitimate business reasons and does not violate any applicable Law or any confidentiality obligations applicable likely to Seller or Buyer or any of their Subsidiaries or Affiliates, as the case may be (and shall use reasonable efforts to cause persons or firms possessing relevant Information to give similar access) and, to the extent practicable, such Information is identified by the requesting party with reasonable specificity; provided, however, that no party shall be required to disclose any Information if (i) it believes in good faith that doing so presents a significant riskjeopardize any attorney-client privilege, based on advice of counsel (which can be inside counsel) of resulting in a loss of the ability to successfully assert a claim of Privilege attorney work product protection or other legal privilege or (ii) Seller contravene any confidentiality obligation, applicable Law, fiduciary duty or any of its Subsidiaries, on the one hand, and Buyer or any of its Subsidiaries, on the other hand, are adverse parties in a litigation (other than a litigation with respect to a claim for indemnification under this Agreement) and such information is reasonably pertinent thereto; provided, further, that, in the case of clause (i) above, the parties hereto shall reasonably cooperate in seeking to find a way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilegeagreement; provided, further, that Seller and its Affiliates the Surviving Corporation shall not be required cooperate in good faith to provide Buyer substantially the information the Securityholder Representative requests in such a manner so as not to waive any legal privilege or contravene any applicable Law, fiduciary duty or agreement. Unless otherwise consented to in writing by the Securityholder Representative, Parent will not, and will not permit the Surviving Corporation, until the seventh (7th) anniversary of the Closing Date, including any waivers or extensions thereof, to destroy, alter or otherwise dispose of any of the books and records of the Surviving Corporation or its Representatives Subsidiaries for any period prior to the Closing Date without first giving reasonable prior written notice to the Securityholder Representative and offering to surrender to the Securityholder Representative (on behalf of the Stockholders) such books and records or any portion thereof which Parent or the Surviving Corporation may intend to destroy, alter or dispose of; provided that in no event shall the Surviving Corporation or its Subsidiaries be obligated to retain any books and records for a period longer than the applicable retention period under, or in a manner inconsistent in any material respect with any information related to the Sale Process or Seller’s or its Representatives’ evaluation thereofother term of, including projections, financial or other information related thereto other than projections, financial or other information prepared any Company retention policy in the ordinary course effect as of the FH Business without being primarily prepared for the Sale Process. Without limiting the generality date of the foregoing, Information may be requested under this Section 5.9 for audit and accounting purposes and in connection with Actions, as well as for purposes of fulfilling disclosure and reporting obligationsAgreement.
Appears in 1 contract
Post-Closing Access to Information. For a period of seven (7) years from the Closing Date, except as prohibited by applicable Law, Seller APD and Buyer shall, subject to compliance by the other with the provisions of Section 5.12 5.13 and the Transition Services Agreementany applicable provision in any Related Agreements, afford to each other and to each other’s Representatives reasonable access and duplicating rights (with copying costs to be borne by the requesting party) during normal business hours to all books and records, documents and other information (collectively, “Information”) within the knowledge, possession or control of the other party or its Affiliates solely to the extent relating to (a) in the case of requests by Buyer, the FH PMD Business, Transferred FH Companies (and their Closing Subsidiaries)PMD Companies, FH Assets, the Acquired FH PMD Assets, Assumed Liabilities or Transferred Acquired Employees and (b) in the case of requests by SellerAPD, the Excluded Businesses, the Excluded Assets or the Retained Liabilities, insofar in each case as such access is reasonably required by Seller APD or Buyer or any of their Subsidiaries or Affiliates for legitimate business reasons and does not violate any applicable Law or any confidentiality obligations applicable to Seller APD or Buyer or any of their Subsidiaries or Affiliates, as the case may be (and shall use reasonable efforts to cause persons or firms possessing relevant Information to give similar access) and, to the extent practicable, such Information is identified by the requesting party with reasonable specificity; provided, however, that no party shall be required to retain any Information as a result of this Section 5.9; provided, further, that no party shall be required to disclose any Information pursuant to this Agreement if (i) it believes in good faith that doing so presents a significant risk, based on advice a written opinion of counsel (which can may be inside counsel) ), of resulting in a loss of the ability to successfully assert a claim of Privilege or (ii) Seller APD or any of its Subsidiaries, on the one hand, and Buyer or any of its Subsidiaries, on the other hand, are adverse parties in a litigation (other than a litigation with respect to a claim for indemnification under this Agreement) and such information is reasonably pertinent thereto; provided, further, that, that in the case of clause (i) above, the parties hereto shall reasonably cooperate in seeking to find a way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege; provided, further, that Seller each party hereto and its respective Affiliates shall not be required to provide Buyer the other party or its Representatives with any information related to the Sale Process or SellerBuyer’s, APD’s or its their respective Representatives’ evaluation thereof, including projections, financial or other information related thereto other than than, in the case of APD or its Affiliates, projections, financial or other information prepared in the ordinary course of the FH PMD Business without being primarily prepared for the Sale Process. Without limiting the generality of the foregoing, Information may be requested under this Section 5.9 for audit and accounting purposes and in connection with Actions, as well as for purposes of fulfilling disclosure and reporting obligations. Notwithstanding anything herein to the contrary, following Closing and for as long as such retention is required under applicable Law, Buyer shall, and shall cause the Transferred PMD Companies to, retain all medical and exposure records of Business Employees and afford APD and its Affiliates and Representatives with reasonable access to such medical and exposure records in each case to the extent permitted under applicable Law.
Appears in 1 contract
Samples: Purchase Agreement (Air Products & Chemicals Inc /De/)
Post-Closing Access to Information. For a period of seven five (75) years from the Closing Date, except as prohibited by applicable Law, Seller TDY and Buyer shall, subject to compliance by the other with the provisions of Section 5.12 5.13 and the Transition Services Agreementany Related Agreements, afford to each other and to each other’s 's Representatives reasonable access and duplicating rights (with copying costs to be borne by the requesting party) during normal business hours to all books and records, documents and other information (collectively, “"Information”") within the knowledge, possession or control of the other party or its Affiliates solely to the extent relating to (a) in the case of requests by Buyer, the FH Tungsten Materials Business, Transferred FH Companies (and their Closing Subsidiaries), FH Assets, the Acquired FH Tungsten Materials Assets, Assumed Liabilities or Transferred Employees and (b) in the case of requests by SellerTDY, the Excluded Businesses, the Excluded Assets or the Retained Liabilities, insofar in each case as such access is reasonably required by Seller TDY or Buyer or any of their Subsidiaries or Affiliates for legitimate business reasons and does not violate any applicable Law or any confidentiality obligations applicable to Seller TDY or Buyer or any of their Subsidiaries or Affiliates, as the case may be (and shall use reasonable efforts to cause persons or firms possessing relevant Information to give similar access) and, to the extent practicable, such Information is identified by the requesting party with reasonable specificity; provided, however, that no party shall be required to disclose any Information if (i) it believes in good faith that doing so presents a significant risk, based on advice an opinion of counsel (which can be inside counsel) of resulting in a loss of the ability to successfully assert a claim of Privilege or (ii) Seller TDY or any of its SubsidiariesAffiliates, on the one hand, and Buyer or any of its Subsidiaries, on the other hand, are adverse parties in a litigation (other than a litigation with respect to a claim for indemnification under this Agreement) and such information is reasonably pertinent thereto; provided, further, that, in the case of clause (i) above, the parties hereto shall reasonably cooperate in seeking to find a way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege; provided, further, that Seller TDY and its Affiliates shall not be required to provide Buyer or its Representatives with any information related to the Sale Process or Seller’s TDY's or its Representatives’ ' evaluation thereof, including projections, financial or other information related thereto other than projections, financial or other information prepared in the ordinary course of the FH Tungsten Materials Business without being primarily prepared for the Sale Process. Without limiting the generality of the foregoing, Information may be requested under this Section 5.9 5.10 for audit and accounting purposes and in connection with Actions, as well as for purposes of fulfilling disclosure and reporting obligations. Notwithstanding anything herein to the contrary, following Closing and for as long as such retention is required in accordance with TDY (or ATI’s) corporate records and information policies, as in effect as of the date hereof, or applicable Law (with the longer durational requirement to govern), Buyer shall retain all medical and exposure records of Business Employees and afford TDY and its Affiliates and Representatives with reasonable access to such medical and exposure records.
Appears in 1 contract
Samples: Purchase Agreement (Kennametal Inc)
Post-Closing Access to Information. For a period of seven (7a) years from After the Closing Date, except as prohibited by applicable LawBuyer and its Affiliates shall, and shall cause the Acquired Company Group to, grant to Seller and Buyer shallSeller’s Representatives, subject to compliance by the other with the provisions of Section 5.12 reasonable access, upon reasonable prior written notice and the Transition Services Agreement, afford to each other and to each other’s Representatives reasonable access and duplicating rights (with copying costs to be borne by the requesting party) during normal business hours to all books and records, documents and other information (collectively, “Information”) within the knowledge, possession or control of the other party or its Affiliates solely to the extent relating to (a) in the case of requests by Buyer, the FH Business, Transferred FH Companies (and their Closing Subsidiaries), FH Assets, the Acquired FH Assets, Assumed Liabilities or Transferred Employees and (b) in the case of requests by Seller, the Excluded Businesses, the Excluded Assets or the Retained Liabilities, insofar in each case as such access is reasonably required by Seller or Buyer or any of their Subsidiaries or Affiliates for legitimate business reasons and does not violate any applicable Law or any confidentiality obligations applicable to Seller or Buyer or any of their Subsidiaries or Affiliates, as the case may be (and shall use reasonable efforts to cause persons or firms possessing relevant Information to give similar access) andhours, to the extent practicableBooks and Records of the Acquired Company Group (and the reasonable assistance of employees responsible for maintaining such Books and Records), and shall afford Seller or Seller’s Representatives the right, at Seller’s expense, to take extracts therefrom and to make copies thereof, for such Information is identified purposes as determined by the requesting party with reasonable specificity; providedSeller to be reasonably necessary, howeverincluding, that no party shall be required to disclose any Information if but not limited to, (i) it believes in good faith that doing so presents a significant riskinvestigating, based on advice of counsel (which can be inside counsel) of resulting in a loss of settling, preparing for the ability to successfully assert a claim of Privilege defense or prosecution of, defending or prosecuting any Action, (ii) preparing reports to equityholders and \\4141-5696-8778 v37 Governmental Authorities, (iii) preparing and delivering any accounting or other statements provided for under this Agreement, preparing Tax Returns, pursuing Tax refunds, or responding to or disputing any Tax audit, or (iv) the determination of any matter relating to the rights and obligations of Seller or any of its SubsidiariesAffiliates under this Agreement or any other Transaction Documents; provided, that access to such books, records, documents and employees shall not interfere with the normal operations of such applicable Acquired Company Group Members or Buyer; and any reasonable out-of-pocket expenses of such applicable Acquired Company Group Members or Buyer incurred in connection therewith shall be paid by Seller. Buyer shall maintain, and shall cause the Acquired Company Group to maintain, such Books and Records until the seventh (7th) anniversary of the Closing Date, or if any of the Books and Records pertain to any claim or dispute pending on the one handseventh (7th) anniversary of the Closing Date, Buyer shall maintain any of the Books and Records designated by Seller or Seller’s Representatives until such claim or dispute is finally resolved and the time for all appeals has been exhausted.
(b) Notwithstanding the foregoing, after the Closing, neither Buyer nor the Acquired Company Group shall be obligated to provide Seller with access to any Books and Records (including personnel files) pursuant to this Section 7.13 where such access would violate any Law or would reasonably be expected to jeopardize any attorney-client privilege available to Buyer, any Acquired Company Group Member, or any of its Subsidiaries, on the other hand, are adverse parties in a litigation (other than a litigation with respect to a claim for indemnification under this Agreement) and such information is reasonably pertinent thereto; provided, further, that, in the case of clause (i) above, the parties hereto shall reasonably cooperate in seeking to find a way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege; provided, further, that Seller and its Affiliates shall not be required to provide Buyer or its Representatives with any information related to the Sale Process or Seller’s or its Representatives’ evaluation thereof, including projections, financial or other information related thereto other than projections, financial or other information prepared in the ordinary course of the FH Business without being primarily prepared for the Sale Process. Without limiting the generality of the foregoing, Information may be requested under this Section 5.9 for audit and accounting purposes and in connection with Actions, as well as for purposes of fulfilling disclosure and reporting obligationstheir respective Affiliates.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Nextera Energy Partners, Lp)
Post-Closing Access to Information. For a After the Closing Time, Vendor Group, or their Representatives may, upon reasonable notice to Purchaser and subject to contractual restrictions relative to disclosure, have access during business hours to the Books and Records, and any books and records of Vendors that were part of the Excluded Assets but possession of which is within control of Purchaser and may obtain and copy, at Vendors’ sole cost, information in respect of matters arising or relating to any period of seven (7) years from time to and including the Closing Date, except as prohibited by applicable Law, Seller and Buyer shall, subject to compliance if copies of any such records or if the information derived from that access would be reasonably required by the other with the provisions of Section 5.12 and the Transition Services Agreement, afford to each other and to each other’s Representatives reasonable access and duplicating rights (with copying costs to be borne by the requesting party) during normal business hours to all books and records, documents and other information (collectively, “Information”) within the knowledge, possession or control of the other party or its Affiliates solely to the extent relating to Vendor Group:
(a) in the case of requests by Buyer, the FH Business, Transferred FH Companies (connection with audits and their Closing Subsidiaries), FH Assets, the Acquired FH Assets, Assumed Liabilities or Transferred Employees and filings under Applicable Laws;
(b) in connection with Article 6, including as contemplated under Section 6.1(f);
(c) in connection with the case of requests by SellerVendor Group’s dealings with taxation and other Governmental Authorities;
(d) in connection with the Vendor Group’s financial accounting and reporting matters, the Excluded Businesses, including under Applicable Securities Requirements;
(e) to comply with any other Applicable Law;
(f) in connection with the Excluded Assets or Retained Obligations (but specifically excluding CWI); or
(g) in connection with any action, suit or proceeding commenced or threatened by any Third Party against the Retained Liabilities, insofar in each case as such access is reasonably required by Seller Vendor Group or Buyer its Related Parties or any of their Subsidiaries or Affiliates Representatives for legitimate business reasons and does not violate any applicable Law or any confidentiality obligations applicable to Seller or Buyer or any of their Subsidiaries or Affiliates, as which the case may be (and shall use reasonable efforts to cause persons or firms possessing relevant Information to give similar access) and, to the extent practicable, such Information is identified by the requesting party with reasonable specificity; provided, however, that no party shall be required to disclose any Information if (i) it believes in good faith that doing so presents a significant risk, based on advice of counsel (which can be inside counsel) of resulting in a loss of the ability to successfully assert a claim of Privilege or (ii) Seller Vendor Group or any of its SubsidiariesRelated Parties or Representatives may have any liability pursuant to this Agreement or under Applicable Law. After the Closing Time, on the one handVendors shall, and Buyer or any of its Subsidiaries, on the other hand, are adverse parties in a litigation (other than a litigation with respect to a claim for indemnification under this Agreement) and such information is reasonably pertinent thereto; provided, further, that, in the case of clause shall cause their Affiliates to: (i) abovedeliver to Purchaser any Books and Records that inadvertently or otherwise remained in the possession and control of the Vendor Group; and (ii) upon reasonable notice to Vendors and subject to contractual restrictions relative to disclosure, the parties hereto shall reasonably cooperate in seeking making available to find a way to allow disclosure of Purchaser such information without resulting other books, records and accounts in a loss the possession and control of the ability to successfully assert a claim of Privilege; provided, further, Vendor Group that Seller and its Affiliates shall not be required to provide Buyer or its Representatives with any information related pertain to the Sale Process or Seller’s or its Representatives’ evaluation thereof, including projections, financial or other information related thereto other than projections, financial or other information prepared in Assets and would be reasonably required by the ordinary course of the FH Business without being primarily prepared for the Sale Process. Without limiting the generality of the foregoing, Information may be requested under this Section 5.9 for audit and accounting purposes and Purchaser Group (1) in connection with Actionsaudits and filings under Applicable Laws, (2) in connection with Article 6, including as well as for purposes of fulfilling disclosure contemplated by Section 6.1(f), (3) in connection with the Purchaser Group’s financial accounting and reporting obligationsmatters, including under Applicable Securities Requirements, and (4) to comply with any other Applicable Law.
Appears in 1 contract
Post-Closing Access to Information. For a period of seven years from and after the Closing, Buyer shall provide, and shall cause its Subsidiaries (including after the Closing the Group Companies and their Subsidiaries) to provide, the Sellers’ Representative and each Seller and their respective Representatives reasonable access, during normal business hours, upon reasonable notice, to the books and records and personnel of each Group Company and the Subsidiaries of each Group Company (and shall permit such Persons to examine and copy such books and records), and shall furnish information reasonably requested by the Sellers’ Representative or any Seller or any of their Representatives, in each case only to the extent such access is reasonably requested in connection with any Tax, accounting or legal filing or other purpose; provided, that Buyer shall not be obligated to provide such access to information which Buyer determines, based on the reasonable advice of legal counsel, (i) is required to be kept confidential by applicable Law or Contract, (ii) is subject to an obligation of confidentiality owing to a third-party, or (iii) is subject to an attorney-client or other privilege; provided, further that, in the event information is not provided to the Sellers’ Representative, any Seller or their respective Representatives pursuant to the foregoing clauses (i) – (iii), Buyer shall so inform such Seller and use commercially reasonable efforts to provide a summary of such information that does not violate its legal privilege, applicable Law or its contractual obligations, as the case may be. For a period of seven (7) years from following the Closing DateClosing, except or such longer period as prohibited may be required by Law or to the extent the applicable Lawstatute of limitations is longer, Seller and Buyer shall, subject to compliance by and shall cause the other with the provisions of Section 5.12 Group Companies and the Transition Services Agreementtheir Subsidiaries to, afford to each other and to each other’s Representatives reasonable access and duplicating rights (with copying costs to be borne by the requesting party) during normal business hours to maintain all books and records, documents and other information (collectively, “Information”) within the knowledge, possession or control records of the Group Companies (other party than Tax Returns, which shall be governed by Section 7.4) and shall not destroy or its Affiliates solely dispose of any such books and records without first advising the Sellers’ Representative in writing and giving the Sellers’ Representative a reasonable opportunity to obtain possession thereof, subject to the extent relating to (a) same limitations set forth in the case of requests by Buyer, the FH Business, Transferred FH Companies (and their Closing Subsidiaries), FH Assets, the Acquired FH Assets, Assumed Liabilities or Transferred Employees and (b) in the case of requests by Seller, the Excluded Businesses, the Excluded Assets or the Retained Liabilities, insofar in each case as such access is reasonably required by Seller or Buyer or any of their Subsidiaries or Affiliates for legitimate business reasons and does not violate any applicable Law or any confidentiality obligations applicable to Seller or Buyer or any of their Subsidiaries or Affiliates, as the case may be (and shall use reasonable efforts to cause persons or firms possessing relevant Information to give similar access) and, to the extent practicable, such Information is identified by the requesting party with reasonable specificity; provided, however, that no party shall be required to disclose any Information if clauses (i) it believes in good faith that doing so presents a significant risk, based on advice of counsel – (which can be inside counsel) of resulting in a loss of the ability to successfully assert a claim of Privilege or (ii) Seller or any of its Subsidiaries, on the one hand, and Buyer or any of its Subsidiaries, on the other hand, are adverse parties in a litigation (other than a litigation with respect to a claim for indemnification under this Agreement) and such information is reasonably pertinent thereto; provided, further, that, in the case of clause (iiii) above, the parties hereto shall and provided that such possession is reasonably cooperate in seeking to find a way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege; provided, further, that Seller and its Affiliates shall not be required to provide Buyer or its Representatives with any information related to the Sale Process or Seller’s or its Representatives’ evaluation thereof, including projections, financial or other information related thereto other than projections, financial or other information prepared in the ordinary course of the FH Business without being primarily prepared for the Sale Process. Without limiting the generality of the foregoing, Information may be requested under this Section 5.9 for audit and accounting purposes and in connection with Actionsany Tax, as well as for purposes of fulfilling disclosure and reporting obligationsaccount or legal filing or requirement.
Appears in 1 contract
Post-Closing Access to Information. For a period of seven (7) years from after the Closing Date, except as prohibited by applicable Laweach Party shall provide, Seller and Buyer shallshall cause its Affiliates to provide, subject when reasonably requested to compliance do so by the other with the provisions of Section 5.12 and the Transition Services AgreementParty, afford to each other and to each other’s Representatives reasonable access and duplicating rights (with copying costs to be borne by the requesting party) during normal business hours hours) to all books Books and records, documents Records and other information (collectively, “Information”) within the knowledge, possession or control of the other party or its Affiliates solely relating to the extent relating to (a) in the case of requests by BuyerAcquired Companies, the FH Business, Transferred FH Companies (and their Closing Subsidiaries), FH Assets, the Acquired FH Assets, Assumed Liabilities or Transferred Employees and (b) in the case of requests by Seller, the Excluded Businesses, the Excluded Acquired Assets or the Retained and Assumed Liabilities, insofar in each case as such access is reasonably required by Seller including the right to make copies or Buyer or extracts therefrom at its expense for any of their Subsidiaries or Affiliates for legitimate reasonable business reasons and does not violate any applicable Law or any confidentiality obligations applicable to Seller or Buyer or any of their Subsidiaries or Affiliates, as the case may be (and shall use reasonable efforts to cause persons or firms possessing relevant Information to give similar access) and, to the extent practicable, such Information is identified by the requesting party with reasonable specificitypurpose; provided, however, that no party (a) the foregoing shall not apply with respect to any adversarial Proceedings between the Parties and (b) neither Party shall be required to disclose violate any Information if obligation of confidentiality, Order or Law to which any such Party is subject or to waive any privilege which such Party may possess in discharging the obligations set forth in this Section 5.3 (i) it believes provided that in good faith that doing so presents a significant risk, based on advice of counsel (which can be inside counsel) of resulting in a loss of the ability to successfully assert a claim of Privilege or (ii) Seller or any of its Subsidiaries, on the one hand, and Buyer or any of its Subsidiaries, on the other hand, are adverse parties in a litigation (other than a litigation with respect to a claim for indemnification under this Agreement) and such information is reasonably pertinent thereto; provided, further, that, in the case of clause (i) aboveevent, the parties hereto Parties shall reasonably cooperate in seeking with each other to find a way seek an appropriate remedy to allow disclosure of permit the access contemplated hereby). During such information without resulting in a loss of the ability to successfully assert a claim of Privilege; providedperiod, furtherno Party shall, that Seller and nor shall it permit its Affiliates shall not be required to provide Buyer to, dispose of, alter or its Representatives with destroy any information related to the Sale Process or Seller’s or its Representatives’ evaluation thereof, including projections, financial such Books and Records or other information related thereto without giving thirty (30) days’ prior written notice to the other than projectionsParty and permitting the other Party, financial at its expense, to examine, duplicate or other information prepared in the ordinary course repossess such records, files, documents and correspondence. Subject to clause (b) of the FH Business without being primarily prepared for the Sale Process. Without limiting the generality first sentence of the foregoing, Information may be requested under this Section 5.9 for audit 5.3, promptly upon request by Buyer made at any time following the Closing Date, Dover shall, and accounting purposes and in connection with Actionsshall cause its Affiliates to, as well as for purposes authorize the release to Buyer of fulfilling disclosure and reporting obligationsall files pertaining to any Acquired Asset, Assumed Liability or Acquired Business held by any Governmental Entity or outside counsel.
Appears in 1 contract
Samples: Master Sale and Purchase Agreement (LTX-Credence Corp)
Post-Closing Access to Information. For a period of seven (7) years from the Closing Date, except as prohibited by applicable Law, Seller DuPont and Buyer shall, subject to compliance by the other with the provisions of Section 5.12 and the Transition Services Agreementany Related Agreements, afford to each other and to each other’s Representatives reasonable access and duplicating rights (with copying costs to be borne by the requesting party) during normal business hours to all books and records, documents and other information (collectively, “Information”) within the knowledge, possession or control of the other party or its Affiliates solely to the extent relating to (a) in the case of requests by Buyer, the FH DPC Business, Transferred FH DPC Companies (and their Closing Subsidiaries), FH Assets, the Acquired FH DPC Assets, Assumed Liabilities Liabilities, the Joint Ventures or Transferred Employees and (b) in the case of requests by SellerDuPont, the Excluded Businesses, the Excluded Assets or the Retained Liabilities, insofar in each case as such access is reasonably required by Seller DuPont or Buyer or any of their Subsidiaries or Affiliates for legitimate business reasons and does not violate any applicable Law or any confidentiality obligations applicable to Seller DuPont or Buyer or any of their Subsidiaries or Affiliates, as the case may be (and shall use reasonable efforts to cause persons or firms possessing relevant Information to give similar access) and, to the extent practicable, such Information is identified by the requesting party with reasonable specificity; provided, however, that no party shall be required to disclose any Information if (i) it believes in good faith that doing so presents a significant risk, based on advice an opinion of counsel (which can be inside counsel) of resulting in a loss of the ability to successfully assert a claim of Privilege or (ii) Seller DuPont or any of its Subsidiaries, on the one hand, and Buyer or any of its Subsidiaries, on the other hand, are adverse parties in a litigation (other than a litigation with respect to a claim for indemnification under this Agreement) and such information is reasonably pertinent thereto; provided, further, that, in the case of clause (i) above, the parties hereto shall reasonably cooperate in seeking to find a way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege; provided, further, that Seller DuPont and its Affiliates shall not be required to provide Buyer or its Representatives with any information related to the Sale Process or SellerDuPont’s or its Representatives’ evaluation thereof, including projections, financial or other information related thereto other than projections, financial or other information prepared in the ordinary course of the FH DPC Business without being primarily prepared for the Sale Process. Without limiting the generality of the foregoing, Information may be requested under this Section 5.9 for audit and accounting purposes and in connection with Actions, as well as for purposes of fulfilling disclosure and reporting obligations. Notwithstanding anything herein to the contrary, following Closing and for as long as such retention is required in accordance with the DuPont Corporate Records and Information Management Policy, as in effect as of the date hereof, or applicable Law (with the longer durational requirement to govern), Buyer shall, and shall cause the Transferred DPC Companies and their Subsidiaries to, retain all medical and exposure records of Business Employees and, subject to applicable Law, afford DuPont and its Affiliates and Representatives with reasonable access to such medical and exposure records for any reasonable business purpose.
Appears in 1 contract
Post-Closing Access to Information. For (a) Subject to the standard document retention policies of each party and its Affiliates, for a period of seven six (76) years following the Closing, each party shall preserve all pre-Closing Date books and records of the Acquired Companies and the Business possessed or controlled by such Person. During such period, upon any reasonable request from party or its authorized Representatives (the Closing Date“Requesting Party”), except as prohibited by applicable Law, Seller and Buyer shall, subject to compliance by the other with party or any of its Affiliates holding such books and records (the provisions of Section 5.12 and “Disclosing Party”) shall (a) provide the Transition Services Agreement, afford to each other and to each other’s Representatives Requesting Party reasonable access to such books and duplicating rights (with copying costs to be borne by the requesting party) records during normal business hours hours; provided, that such access shall not unreasonably interfere with the conduct of the business of the Disclosing Party holding such books and records and (b) permit the Requesting Party to all make copies of such books and records, documents in each case, at no cost to the Disclosing Party (other than for reasonable out-of-pocket expenses). Nothing herein shall require the Disclosing Party to disclose any information to the Requesting Party if such disclosure would jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine or contravene any applicable Law, Governmental Order or any fiduciary duty (it being understood that the Disclosing Party shall (i) cooperate with any requests for, and use their reasonable best efforts to obtain, any waivers, and (ii) use their reasonable best efforts to make other arrangements (including redacting information or entering into common interest or joint defense agreements or establishing clean team arrangements), in each case, that would enable otherwise required disclosure to Seller or its Representatives to occur without so jeopardizing privilege or contravening such applicable Law, Governmental Order or fiduciary duty or agreement) or (collectively, “Information”except as provided in Section 10.02) within the knowledge, possession or control of the other party require Buyer or its Affiliates solely to the extent relating to disclose its Tax records (a) in the case of requests by Buyerexcept for Tax records of, the FH Business, Transferred FH Companies (and their Closing Subsidiaries), FH Assetsor with respect to, the Acquired FH Assets, Assumed Liabilities Companies) or Transferred Employees and any personnel or related records.
(b) in the case of requests by Seller, the Excluded Businesses, the Excluded Assets or the Retained Liabilities, insofar in each case as such access is reasonably required by Seller or Buyer or any of their Subsidiaries or Affiliates for legitimate business reasons Such books and does not violate any applicable Law or any confidentiality obligations applicable to Seller or Buyer or any of their Subsidiaries or Affiliates, as the case may be (and shall use reasonable efforts to cause persons or firms possessing relevant Information to give similar access) and, to the extent practicable, such Information is identified by the requesting party with reasonable specificity; provided, however, that no party shall be required to disclose any Information if (i) it believes in good faith that doing so presents a significant risk, based on advice of counsel (which can be inside counsel) of resulting in a loss of the ability to successfully assert a claim of Privilege or (ii) Seller or any of its Subsidiaries, on the one hand, and Buyer or any of its Subsidiaries, on the other hand, are adverse parties in a litigation (other than a litigation with respect to a claim for indemnification under this Agreement) and such information is reasonably pertinent thereto; provided, further, that, in the case of clause (i) above, the parties hereto shall reasonably cooperate in seeking to find a way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege; provided, further, that Seller and its Affiliates shall not be required to provide Buyer or its Representatives with any information related to the Sale Process or Seller’s or its Representatives’ evaluation thereof, including projections, financial or other information related thereto other than projections, financial or other information prepared in the ordinary course of the FH Business without being primarily prepared for the Sale Process. Without limiting the generality of the foregoing, Information records may be requested under this Section 5.9 8.01 for audit and accounting purposes and any reasonable business purpose, including to the extent reasonably required in connection with Actionsaccounting, as well as for purposes litigation, financial reporting, federal securities disclosure, compliance with contractual obligations of fulfilling disclosure the parties to this Agreement, preparation of the Initial Post-Closing Statement (if applicable), claims relating to Excluded Liabilities or other similar purpose. Notwithstanding the foregoing, upon the expiration of such retention period, any and reporting obligationsall such books and records may be destroyed by either party, if such party sends to the other party written notice of its intent to destroy such books and records, specifying in reasonable detail the contents of the books and records to be destroyed; such books and records may then be destroyed after the sixtieth (60th) day following such notice unless the other party notifies such party of its desire to obtain possession of such books and records, in which event such party shall transfer the books and records to the other party and the other party shall pay all reasonable out-of-pocket expenses in connection therewith.
Appears in 1 contract
Samples: Equity Purchase Agreement (Beacon Roofing Supply Inc)
Post-Closing Access to Information. For a period of seven five (75) years from the Closing Date, except as prohibited by applicable Law, Seller TDY and Buyer shall, subject to compliance by the other with the provisions of Section 5.12 5.13 and the Transition Services Agreementany Related Agreements, afford to each other and to each other’s Representatives reasonable access and duplicating rights (with copying costs to be borne by the requesting party) during normal business hours to all books and records, documents and other information (collectively, “Information”) within the knowledge, possession or control of the other party or its Affiliates solely to the extent relating to (a) in the case of requests by Buyer, the FH Tungsten Materials Business, Transferred FH Companies (and their Closing Subsidiaries), FH Assets, the Acquired FH Tungsten Materials Assets, Assumed Liabilities or Transferred Employees and (b) in the case of requests by SellerTDY, the Excluded Businesses, the Excluded Assets or the Retained Liabilities, insofar in each case as such access is reasonably required by Seller TDY or Buyer or any of their Subsidiaries or Affiliates for legitimate business reasons and does not violate any applicable Law or any confidentiality obligations applicable to Seller TDY or Buyer or any of their Subsidiaries or Affiliates, as the case may be (and shall use reasonable efforts to cause persons or firms possessing relevant Information to give similar access) and, to the extent practicable, such Information is identified by the requesting party with reasonable specificity; provided, however, that no party shall be required to disclose any Information if (i) it believes in good faith that doing so presents a significant risk, based on advice an opinion of counsel (which can be inside counsel) of resulting in a loss of the ability to successfully assert a claim of Privilege or (ii) Seller TDY or any of its SubsidiariesAffiliates, on the one hand, and Buyer or any of its Subsidiaries, on the other hand, are adverse parties in a litigation (other than a litigation with respect to a claim for indemnification under this Agreement) and such information is reasonably pertinent thereto; provided, further, that, in the case of clause (i) above, the parties hereto shall reasonably cooperate in seeking to find a way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege; provided, further, that Seller TDY and its Affiliates shall not be required to provide Buyer or its Representatives with any information related to the Sale Process or SellerTDY’s or its Representatives’ evaluation thereof, including projections, financial or other information related thereto other than projections, financial or other information prepared in the ordinary course of the FH Tungsten Materials Business without being primarily prepared for the Sale Process. Without limiting the generality of the foregoing, Information may be requested under this Section 5.9 5.10 for audit and accounting purposes and in connection with Actions, as well as for purposes of fulfilling disclosure and reporting obligations. Notwithstanding anything herein to the contrary, following Closing and for as long as such retention is required in accordance with TDY (or ATI’s) corporate records and information policies, as in effect as of the date hereof, or applicable Law (with the longer durational requirement to govern), Buyer shall retain all medical and exposure records of Business Employees and afford TDY and its Affiliates and Representatives with reasonable access to such medical and exposure records.
Appears in 1 contract
Post-Closing Access to Information. For a period of seven (7) years from the Closing Date, except as prohibited by applicable Law, Seller Delta and Buyer Newco shall, subject to compliance by the other with the provisions of Section 5.12 7.12 and the Transition Services Agreementany Related Agreements, afford to each other and to each other’s Representatives reasonable access and duplicating rights (with copying costs to be borne by the requesting party) during normal business hours and upon reasonable advance notice to all financial, Tax, and other books and records, documents and other information (collectively, “Information”) within the knowledge, possession or control of the other such party or its Affiliates solely to the extent relating to (a) in the case of requests by BuyerNewco, the FH DPP Business, Transferred FH DPP Companies (and their Closing Subsidiaries), FH Assets, the Acquired FH DPP Assets, Assumed Liabilities or Transferred Employees and (b) in the case of requests by SellerDelta, the Excluded Businesses, the Excluded Assets or the Retained Liabilities, insofar in each case as such access is reasonably required by Seller Delta or Buyer Newco or any of their Subsidiaries or Affiliates for legitimate business reasons reasons, including litigation, government investigations, financial and Tax reporting purposes, and does not violate any applicable Law or any confidentiality obligations applicable to Seller Delta or Buyer Newco or any of their Subsidiaries or Affiliates, as the case may be (and shall use reasonable efforts to cause persons Persons or firms possessing relevant Information to give similar access) and, to the extent practicable, such Information is identified by the requesting party with reasonable specificity; provided, however, that no party shall be required to disclose any Information if (i) it believes in good faith that doing so presents a significant risk, based on advice of counsel (which can be inside counselcounsel provided such advice is in writing) of resulting in a loss of the ability to successfully assert a claim of Privilege or (ii) Seller Delta or any of its Subsidiaries, on the one hand, and Buyer Newco or any of its Subsidiaries, on the other hand, are adverse parties in a litigation (other than a litigation with respect to a claim for indemnification under this Agreement) and such information is reasonably pertinent thereto; provided, further, that, in the case of clause (i) above, the parties hereto shall reasonably cooperate in seeking to find a way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege; provided, further, that Seller Delta and its Affiliates shall not be required to provide Buyer Newco or its Representatives with any information related to the Sale Transaction Process or SellerDelta’s or its Representatives’ evaluation thereof, including projections, financial or other information related thereto other than projections, financial or other information prepared in the ordinary course of the FH DPP Business without being primarily prepared for the Sale Transaction Process. Without limiting the generality of the foregoing, Information may be requested under this Section 5.9 7.9 for audit and accounting purposes and in connection with Actions, as well as for purposes of fulfilling disclosure and reporting obligations.
Appears in 1 contract
Samples: Contribution Agreement (Patheon Inc)
Post-Closing Access to Information. For a period of seven (7a) years from After the Closing DateClosing, except as prohibited by applicable Law, Seller and Buyer shall, subject to compliance by each Party shall afford the other with the provisions of Section 5.12 Party and the Transition Services Agreementits counsel, afford to each accountants, consultants and other and to each other’s Representatives reasonable access and duplicating rights (with copying costs to be borne by the requesting party) Representatives, during normal business hours hours, reasonable access to all books and recordsthe books, documents records and other information (collectivelyin such Party’s possession relating to the Business, “Information”) within and the knowledgeright to make copies and extracts therefrom at its expense, possession or control shall provide copies of such information to the other party or its Affiliates solely Party, in each case to the extent relating to (a) in the case of requests by Buyer, the FH Business, Transferred FH Companies (and their Closing Subsidiaries), FH Assets, the Acquired FH Assets, Assumed Liabilities or Transferred Employees and (b) in the case of requests by Seller, the Excluded Businesses, the Excluded Assets or the Retained Liabilities, insofar in each case as such access is reasonably required by Seller or Buyer or any of their Subsidiaries or Affiliates for legitimate business reasons and does not violate any applicable Law or any confidentiality obligations applicable to Seller or Buyer or any of their Subsidiaries or Affiliates, as the case may be (and shall use reasonable efforts to cause persons or firms possessing relevant Information to give similar access) and, to the extent practicable, such Information is identified by the requesting party with reasonable specificity; provided, however, that no party shall be required to disclose any Information if Party (i) it believes in good faith that doing so presents to comply with reporting, disclosure, filing or other requirements imposed by a significant riskGovernmental Authority, based on advice of counsel (which can be inside counsel) of resulting in a loss of the ability to successfully assert a claim of Privilege or (ii) Seller for use in any Tax audits or any of its Subsidiarieslitigation in which such requesting Party is a party, on the one hand(iii) to comply with such requesting Party’s obligations under this Agreement, and Buyer or any of its Subsidiaries, on the other hand, are adverse parties in a litigation (other than a litigation iv) with respect to a claim for indemnification under this Agreement) Buyer, relates to the operation, ownership and such information management of the Business and which Affinity is reasonably pertinent thereto; permitted by applicable Law to provide provided, further, that, in the case of clause (i) above, the parties hereto shall reasonably cooperate in seeking Buyer agrees to find a way to allow disclosure of treat such information without resulting as confidential, if applicable.
(b) In addition, after the Closing Affinity shall provide to Buyer such written certifications, sub-certifications or the like as may be reasonably requested by Buyer to support any attestation or representation required to be provided by Buyer in a loss connection with any audit, accreditation review or similar proceeding relating to the operation of the ability Business prior to successfully assert the Closing. For a claim period of Privilege; providedsix (6) years after the Closing Date, furtherneither Affinity nor Buyer shall, that Seller and or permit its Affiliates shall not be required to provide Buyer to, destroy or its Representatives with otherwise dispose of any information related to of the Sale Process or Seller’s or its Representatives’ evaluation thereofbooks, including projections, financial records or other information related thereto other than projectionsdescribed in this Section 6.15 without first offering in writing to surrender such books, financial or records and other information prepared to the other Party, and the other Party shall have ten (10) days after such offer to agree in the ordinary course of the FH Business without being primarily prepared for the Sale Process. Without limiting the generality of the foregoing, Information may be requested under this Section 5.9 for audit and accounting purposes and in connection with Actions, as well as for purposes of fulfilling disclosure and reporting obligationswriting to take possession thereof.
Appears in 1 contract
