Post-Closing Books and Records. (a) Until the earlier of the liquidation and winding up of each Selling Entity’s estate and two years after the Closing Date, (i) Buyer will use commercially reasonable efforts not to dispose of or destroy any of the Acquired Records and (ii) Buyer will allow such Selling Entity (including, for clarity, any trust established under a Chapter 11 plan of such Selling Entity or any other successors of such Selling Entity) and any of its respective directors, officers, employees, counsel, Representatives, accountants and auditors reasonable access during normal business hours, upon reasonable advance notice, to any Acquired Records for purposes relating to the Bankruptcy Cases, the wind-down of the operations of such Selling Entity or any such trusts or successors and such Selling Entity (including any such trust or successors) and such directors, officers, employees, counsel, Representatives, accountants and auditors will have the right to make copies of any such Records for such purposes (at its sole cost and expense). Until the liquidation and winding up of each Selling Entity’s estate, such Selling Entity may keep a copy of the Acquired Records. Except as required by Applicable Laws or to the extent required to enforce its rights with respect to the Excluded Liabilities, from and after the Closing, the Selling Entities will keep confidential and not use the Records that would have been included in the Acquired Records but for the failure to obtain a material third-party consent or any Records to which it has access under this Section 8.05, except for the use thereof as expressly permissible hereunder; provided, however, that if practicable and permitted by Applicable Law, such disclosing Selling Entity shall provide Buyer with prompt written notice of any such requirement so that Buyer may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 8.05, and provided further that such disclosing Selling Entity shall reasonably cooperate with Buyer in seeking such a protective order and/or other appropriate remedy.
(b) Until the earlier of the liquidation and winding up of each Selling Entity’s estate and ten years after the Closing Date, (i) each Selling Entity will use commercially reasonable efforts not to dispose of or destroy any of the Records within its possession or control and (ii) each Selling Entity will allow Buyer and any of its respective directors, officers, employees, counsel, Representative...
Post-Closing Books and Records. (a) Each of Newco and GP shall use their respective reasonable efforts to cooperate with each other, and shall cause their respective officers, employees, agents, auditors and representatives to cooperate with each other, for a period of not less than five years after the Closing Date to ensure the orderly transition of Newco from GP to the Buyer and to minimize any disruption to the respective businesses of GP, the Company, any of its Subsidiaries or Newco that might result from the transition of ownership of Newco contemplated hereby. After the Closing, upon reasonable written notice, Newco and GP shall furnish or cause to be furnished to each other and their respective employees, counsel, auditors and representatives access, during Normal Business Hours, to such information and assistance relating to Newco, the Company and all of the Subsidiaries as is reasonably necessary for financial reporting and accounting matters, the preparation and filing of any Tax Returns, reports or forms or the defense of any Tax claim or assessment. Newco and GP shall reimburse the other party for reasonable out-of-pocket costs and expenses incurred in assisting the other pursuant to this Section 7.4(a). Neither GP nor Newco or the Company or any of its Subsidiaries shall be required by this Section 7.4(a) to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations.
(b) GP acknowledges that Newco or the Company may in the future file a registration statement with the Securities and Exchange Commission, which such registration statement will require the inclusion of financial statements prepared in accordance with Regulation S-X of the Securities Act of 1933, as amended. Accordingly, GP agrees to furnish to Newco or the Company any information or documents necessary for completion of such financial statements as required by law or the regulations of the Securities and Exchange Commission and GP agrees to execute any necessary management representation letters to permit Newco or the Company’s independent accountants to issue unqualified reports with respect to such financial statements and agrees to use its reasonable efforts to cause its independent accountants to give any necessary consents to use such financial statements. In addition, GP shall provide the certification with respect to such financial statements as is set forth in Section 4.7(b).
(c) On the Closing Date, or as soon thereafter as practic...
Post-Closing Books and Records. Following the Closing, Purchaser shall not take any actions with respect to the accounting books and records of the Business on which the Closing Date Statement is to be based that would affect the Closing Date Statement. During the period of time from and after the Closing Date through the resolution of any adjustment to the Purchase Price contemplated by this Section 2.03, Purchaser shall afford to Seller and any accountants and counsel retained by Seller in connection with any adjustment to the Purchase Price contemplated by this Section 2.03 reasonable access during normal business hours to all the properties, books, contracts, personnel and records of the Business relevant to the adjustments contemplated by this Section 2.03.
Post-Closing Books and Records. From and after the Closing, for so long as Ares has the right to designate a director to the Board (the “Ares Director”) pursuant to Section 12 of the Amended and Restated Series B Certificate of Designations, the Company shall, and shall cause its Subsidiaries to, afford to Ares and its Representatives reasonable access, during normal business hours, in such manner as to not interfere with the normal operation of the Company and its Subsidiaries, to their respective properties, books, contracts, commitments, Tax Returns, records and appropriate officers and employees of the Company and its Subsidiaries, and shall furnish Ares and its Representatives with financial and operating data and other information concerning the affairs of the Company and its Subsidiaries, in each case, as Ares and/or its Representatives may reasonably request; provided that such access shall only be upon reasonable advance notice and all reasonable, out-of-pocket expenses incurred by the Company and its Subsidiaries to accommodate such investigation shall be at Ares’ sole cost and expense.
Post-Closing Books and Records. From and after Closing with respect to each group of Acquired Companies, Purchaser agrees to preserve and keep the books and records of any Acquired Company in such Acquired Companies that relate to the period prior to the applicable Closing Date (including all accounting records) for a period of six (6) years from the applicable Closing, or for any longer periods as may be required by any Law, any Governmental Authority or any ongoing litigation. If Purchaser wishes to destroy such records after such time period, it shall give sixty (60) days’ prior written notice to Seller and Seller shall have the right, at its option and expense and, upon prior written notice within such sixty (60)-day period, to take possession of the books and records within ninety (90) days after the date of Purchaser’s notice to Seller. From and after the applicable Closing, Purchaser agrees, upon reasonable prior notice from Seller, to provide to Seller and its Representatives access to or copies of books and records of any applicable Acquired Company to the extent relating to events that occurred prior to the applicable Closing.
Post-Closing Books and Records. Following the Closing, Purchaser shall not take any actions with respect to the accounting books and records of the Business on which the Statement is to be based that would affect the Statement. During the period of time from and after the Closing Date through the resolution of any adjustment to the Purchase Price contemplated by this Section 2.03, Purchaser shall afford to Seller and its Representatives reasonable access during normal business hours to all the properties, systems, books, Contracts, personnel and Records of the Business relevant to the adjustment contemplated by this Section 2.03.
Post-Closing Books and Records. Following the Closing Date, neither Spinco nor Weyerhaeuser shall take any actions with respect to the accounting books and records of the Business on which the Statement is to be based that would affect the Statement. During the period of time from and after the Closing Date through the resolution of any payment contemplated by Section 2.04(c) or 2.04(f), each of Spinco and Weyerhaeuser shall afford to each other and their respective accountants and counsel in connection with any actions contemplated by this Section 2.04 reasonable access during normal business hours to all the properties, books, contracts, personnel and records of such party relevant to the Statement, the Notice of Disagreement and any payments contemplated by this Section 2.04.
Post-Closing Books and Records. On the Closing Date, New HoldCo shall conduct the businesses of the Osmotica Companies and the Vertical/Trigen Companies in the ordinary course in a manner substantially consistent with past practice (except for the occurrence of the Closing and the consummation of the Financing and the Transactions), and following the Closing, New HoldCo shall not take any action (or permit any action to be taken) with respect to the accounting books and records of the Osmotica Companies on which the Osmotica Closing Statement is to be based that would affect such Osmotica Closing Statement.
Post-Closing Books and Records. For a period of two (2) years after the Closing Date, Seller on the one hand and Buyer on the other hand shall afford each other and their respective counsel, accountants and other representatives, or any trustee appointed in the Bankruptcy Case or any case under Chapter 7 of the Bankruptcy Code to which the Bankruptcy Case may be converted, reasonable access to the Books and Records in respect of the Business which, after the Closing, are in the custody or control of the other party and which such party reasonably requires in order to comply with its obligations under Law, including, but not limited to, audits by Tax authorities, or which Buyer reasonably requires to comply with its obligations under the Assumed Liabilities or the Assigned Contracts. Buyer will retain all Books and Records that Buyer may have, if any, relating and material to the operation of the Business and the Acquired Assets prior to the Closing for a period of one (1) year after the Closing Date.
Post-Closing Books and Records. For a period of seven (7) years after the Closing Date (or such longer period as may be required by any Governmental Entity, applicable Order or Law or any ongoing Action):
(a) the Purchaser shall not dispose of or destroy any of the business records and files relating to the Business transferred to it hereunder; and
(b) the Purchaser shall allow the Sellers and any of their directors, officers, employees, financial advisors, legal counsel, accountants, consultants and other authorized representatives access to all business records and files of the Sellers or the Business that are transferred to the Purchaser hereunder, which are reasonably required by the Sellers for purposes related to the Chapter 11 Cases, the wind-down of the operations of the Sellers, the functions of any trusts or other successors to the Sellers, Tax matters and other reasonable business purposes, during regular business hours and upon reasonable prior notice, and the Sellers shall have the right to make copies of any such records and files. Notwithstanding the foregoing, during such period, the Purchaser may dispose of any such business records or files of the Business which are offered to, but not accepted by, the Sellers within ninety (90) days of receipt of such offer.
