Post-Closing Asset Deliveries. If any Seller or Purchaser, in its reasonable discretion, determines after the Closing that any Books and Records or other materials or assets constituting Purchased Assets are still in the possession of such Seller or any Affiliate Seller, such Seller shall, or shall cause such Affiliate Seller to, promptly deliver them to Purchaser at no additional cost or expense to Purchaser. If any Seller or Purchaser, in its reasonable discretion, determines after the Closing that Books and Records or other materials or assets constituting Excluded Assets were delivered to Purchaser in error, Purchaser shall promptly return them to the applicable Seller at Sellers’ sole cost and expense. In furtherance and not in limitation of the foregoing (and notwithstanding any provision in this Agreement to the contrary), each of Sellers and Purchaser acknowledges and agrees that it is neither Sellers’ nor Purchaser’s intention to sell, assign or transfer possession of any documents or communications of Sellers that are subject to Sellers’ attorney-client privilege and/or the work-product immunity doctrine (the “Privileged Documents”). If it is discovered that any such Privileged Documents have been inadvertently or unintentionally turned over to Purchaser, Purchaser agrees, upon Sellers’ request, to promptly turn over to Sellers or destroy such Privileged Documents, in each case at Sellers’ sole cost and expense; provided, that (i) Purchaser shall in no way be obligated or responsible for reviewing, identifying or making a determination that any documents or communications in its possession are Privileged Documents and (ii) Purchaser shall not be obligated to take any actions under this Section 2.4 that may subject it to any liability or otherwise be in violation with any applicable Law.
Post-Closing Asset Deliveries. In the event that Seller or Buyer, or any of their respective Representatives, shall determine after the Closing that any Purchased Asset is in the possession of the Seller (or any of its Representatives) or that any Excluded Asset is in the possession of the Buyer (or any of its Representatives), the Party in possession of such asset or assets shall, or shall cause their respective Representatives to, promptly, but in no event later than five (5) Business Days following such determination, pay or deliver, or cause to be paid or delivered, to the other Party such asset or assets, at the sole cost and expense of the Party in possession of such asset or assets.
Post-Closing Asset Deliveries. If either Seller, in its reasonable discretion, determines after the Closing that books, records or other materials constituting Purchased Assets are still in the possession of such Seller or any of its Affiliates, such Seller shall, or shall cause such Affiliates to, promptly deliver them to Purchaser at no cost or expense to Purchaser (other than Consents pursuant to Section 2.5(a) which shall be at the cost and expense of Purchaser). If any Seller or Purchaser, in its reasonable discretion, determines after the Closing that books, records or other materials constituting Excluded Assets were delivered to Purchaser, Purchaser shall promptly return them to the applicable Seller at Sellers’ sole cost and expense.
Post-Closing Asset Deliveries. If either Seller, in its reasonable discretion, determines after the Closing that books, records or other materials constituting Purchased Assets are still in the possession of such Seller or any of its Affiliates, such Seller shall, or shall cause such Affiliates to, promptly deliver them to the Purchaser at no cost or expense to the Purchaser.
Post-Closing Asset Deliveries. If the Company, in its reasonable discretion, determines after the Closing that information or materials constituting Purchased Assets are still in its possession or the possession of any of its Affiliates (subject to the Company’s right to retain a copy of all Books and Records), the Company shall, or shall cause such Affiliates to, promptly deliver them to Purchaser at no cost or expense to Purchaser. If the Company or Purchaser, in its reasonable discretion, determines after the Closing that information or materials constituting Excluded Assets were delivered to Purchaser, Purchaser shall promptly return them to Company at Company’s cost and expense.
Post-Closing Asset Deliveries. Should Seller or Purchaser, in its reasonable discretion, determine after the Closing that books, records or other similar materials constituting Acquired Assets are still in the possession of Seller, Seller shall promptly deliver them to Purchaser at no cost to Purchaser. Should Seller or Purchaser, in its reasonable discretion, determine after the Closing that books, records or other materials constituting Excluded Assets were delivered to Purchaser, Purchaser shall promptly return them to Seller at no cost to Seller other than reimbursing Purchaser’s reasonable out-of-pocket costs.
Post-Closing Asset Deliveries. Should Seller or Purchaser, in its reasonable discretion, determine after the Closing that books, records or other materials constituting Acquired Assets or Purchased Intellectual Property are still in the possession of Seller and/or DTI, Seller and/or DTI, as applicable, shall promptly deliver them to Purchaser at no cost to Purchaser. Should Seller or Purchaser, in its reasonable discretion, determine after the Closing that books, records or other materials constituting Excluded Assets were delivered to Purchaser, Purchaser shall promptly return them to Seller at no cost to Seller other than reimbursing Purchaser’s reasonable out-of-pocket costs.
Post-Closing Asset Deliveries. Should Sellers or any Buyer (within one hundred eighty (180) days after the Closing Date and subject to the continued employment of Global Sale Employees familiar with the Business), in their reasonable discretion, determine after the Closing Date, that books, records or other tangible assets constituting Acquired Assets are still in the possession of Sellers or any of their Affiliates, Sellers will or will cause such Affiliates to promptly deliver them to Buyer at no cost to Buyer. Should Sellers or Buyers (within one hundred eighty (180) days after the Closing Date), in their reasonable discretion, determine that books, records or other tangible assets constituting Excluded Assets were delivered to a Buyer, such Buyer will promptly return them to the Seller at no cost to Sellers.
Post-Closing Asset Deliveries. If GM, in its reasonable discretion, determines after the Closing that books, records, or other materials constituting Acquired Assets are still in the possession of GM or any other member of the GM Group, GM shall or shall cause such other member of the GM Group to promptly deliver them to Purchaser (or as Purchaser may direct) at no cost to Purchaser or any member of the Purchaser Group. If Purchaser, in its reasonable discretion, determines after the Closing that books, records, or other materials not constituting Acquired Assets were delivered to Purchaser or any other member of the Purchaser Group, Purchaser shall or shall
Post-Closing Asset Deliveries. Subject to Section 1.2 above, should Seller or Purchaser, in its reasonable discretion, determine after the Closing that any Acquired Assets (including Books and Records) are still in the possession of Seller, Seller will promptly deliver them to Purchaser at no cost to Purchaser. Should Seller or Purchaser, in its reasonable discretion, determine after the Closing that books, records or other materials not included in the Acquired Assets or otherwise constituting Excluded Assets were delivered to Purchaser, Purchaser will promptly return them to Seller at no cost to Seller.
