Preservation of Books and Records. For a period of six (6) years from the Closing Date or such longer time as may be required by Law: (a) Buyer shall not and shall cause its Affiliates not to dispose of or destroy any of the books and records of the Company relating to periods prior to the Closing (the “Books and Records”) without first offering to turn over possession thereof to Seller by written notice to Seller at least sixty (60) days prior to the proposed date of such disposition or destruction. (b) Buyer shall and shall cause its Affiliates to allow Seller and its agents access to all Books and Records on reasonable notice and at reasonable times at Buyer’s principal place of business or at any location where any Books and Records are stored, and Seller shall have the right, at its own expense, to make copies of any Books and Records; provided, that any such access or copying shall be had or done in such a manner so as not to unduly interfere with the normal conduct of Buyer’s business. (c) Buyer shall and shall cause its Affiliates to make available to Seller upon reasonable notice to Seller and at reasonable times and upon written request (i) Buyer’s personnel to assist Seller in locating and obtaining any Books and Records, and (ii) any of Buyer’s personnel whose assistance or participation is reasonably required by Seller or any of its Affiliates in anticipation of, or preparation for, existing or future litigation or other matters in CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. which Sellers or any of its Affiliates are involved. Seller shall reimburse Buyer for Buyer’s reasonable out-of-pocket expenses incurred in performing the covenants contained in this Section 5.7.
Appears in 1 contract
Samples: Stock Purchase Agreement (Alnylam Pharmaceuticals, Inc.)
Preservation of Books and Records. (a) For a period of six (6) years from the Closing Date or such longer time as may be required by Law:
(a) Date: Buyer shall not and shall cause its Affiliates not to dispose of or destroy any of the books and records of the Company and its Subsidiaries relating to periods prior to the Closing (the “Books and Records”) without first offering to turn over possession thereof to Seller by written notice to Seller at least sixty (60) days prior to the proposed date of such disposition or destruction.
(b) For a period of six (6) years from the Closing Date: Buyer shall shall, and shall cause its Affiliates to, in connection with the preparation of Tax Returns, financial statements, audits, regulatory reporting obligations and support for Litigation (other than Litigation between Seller or any of its Affiliates and Buyer or any of its Affiliates (including the Company and its Subsidiaries) or any other reasonable request), (i) provide Seller and its agents with electronic access to any portions of the Books and Records that are available in electronic format on reasonable notice, (ii) allow Seller and its agents access to all other Books and Records on reasonable notice and at reasonable times at Buyer’s principal place of business or at any location where any Books and Records are stored, stored and permit Seller shall have the rightand its agents, at its their own expense, to make copies of any such Books and RecordsRecords and (iii) make available Buyer’s or its Affiliates’ personnel to assist in locating such Books and Records (except that, with respect to Tax matters, Buyer shall only be required to make available such personnel for matters related to Taxes of the Company or its Subsidiaries); provided, however, that any Seller shall not have access to such Books and Records to the extent that restricting such access or copying shall be had or done information is necessary, in such a manner so as not to unduly interfere with the normal conduct of Buyer’s businessreasonable opinion, to ensure compliance with any applicable Law, confidentiality or other agreement or preserve the attorney-client privilege.
(ci) If the Closing occurs prior to December 31, 2018, Buyer shall use commercially reasonable efforts to cause the Company and shall cause its Affiliates Subsidiaries to make available provide Seller: (A) prior to Seller upon reasonable notice February 6, 2019, the preliminary consolidated financial statements of the Company and its Subsidiaries for the period from December 31, 2017 until the Closing Date, prepared in accordance with IFRS Consistently Applied and with IFRS 9, IFRS 15, and, if applicable, for the period after December 31, 2018, IFRS 16, including the balance sheet, income statement (including analysis of recurring and non-recurring and purchase price allocation items), equity statement and cash flow statement (the “2018 Financial Package”) and (B) prior to Seller February 20, 2019, the final 2018 Financial Package, together with the related “inter-office memorandum” from the Company’s auditors in compliance with the instructions and at reasonable times and upon written request (i) Buyer’s personnel to assist Seller in locating and obtaining any Books and Records, and scope reasonably determined by Seller.
(ii) If the Closing occurs after December 31, 2018 and on or before May 25, 2019, Buyer shall use commercially reasonable efforts to cause the Company and its Subsidiaries to provide Seller: (A) to the extent the Closing has occurred prior to February 6, 2019, the preliminary 2018 Financial Package prior to February 6, 2019, (B) to the extent the Closing has occurred prior to February 20, 2019, the final 2018 Financial Package, together with the related “inter-office memorandum” from the Company’s auditors in compliance with the instructions and scope reasonably determined by Seller, prior to February 20, 2019, (C) prior to July 3, 2019, the initial consolidated financial statements of the Company and its Subsidiaries for the period from January 1, 2019 until the Closing Date, prepared in accordance with IFRS Consistently Applied and with IFRS 9, IFRS 15, and, for the period after December 31, 2018, IFRS 16, including the balance sheet, income statement (including analysis of recurring and non-recurring and purchase price allocation items), equity statement and cash flow statement (the “2019 Financial Package”) and (D) prior to July 10, 2019, the final 2019 Financial Package, together with the related “inter-office memorandum” from the Company’s auditors in compliance with the instructions and scope reasonably determined by Seller.
(iii) Following the Closing, Buyer shall use commercially reasonable efforts to cause the Company and its Subsidiaries to provide to Seller, no later than twenty (20) Business Days following the end of the applicable quarter, the quarterly sales for the periods from December 31, 2017 until the Closing Date.
(iv) From and after the Closing, Buyer shall use commercially reasonable efforts to cause the Company and its Subsidiaries to provide Seller, no later than twenty (20) Business Days following a written request by Seller, any administrative, social, accounting and financial document of Buyer’s personnel whose assistance or participation is reasonably required by the Company and its Subsidiaries and reasonable access during working hours to their respective employees as may be necessary for the Xxxxxx Group to prepare its own financial statements and annual reports for the financial years ended on December 31, 2018 and December 31, 2019 (as applicable).
(v) Seller or any of its Affiliates in anticipation of, or preparation for, existing or future litigation or other matters in CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. which Sellers or any of its Affiliates are involved. Seller shall agrees to reimburse Buyer for Buyer’s reasonable any reasonable, documented out-of-pocket expenses costs incurred by Buyer in connection with performing the covenants contained in its obligations pursuant to this Section 5.75.6(c). Seller acknowledges and agrees that Buyer shall have no liability for any information being provided pursuant to this Section 5.6(c).
Appears in 1 contract
Preservation of Books and Records. For a period of six (6) years from the Closing Date or such longer time as may be required by Law:
(a) Buyer shall not not, and shall cause its Affiliates not to to, dispose of or destroy any of the material books and records of the Company Consumer Care Business relating to periods prior to the Closing (the “Books and Records”) or the Rx Product Regulatory Documentation without first offering to turn over possession provide Seller with copies thereof to Seller by written notice to Seller at least sixty (60) days prior to the proposed date of such disposition or destruction.
(b) Buyer shall shall, and shall cause its Affiliates to to, allow Seller and its agents access to all Books and Records and the Rx Product Regulatory Documentation on reasonable notice and at reasonable times at Buyer’s principal place of business or at any location where any Books and Records and the Rx Product Regulatory Documentation are stored, and Seller shall have the right, at its own expense, to make copies of any Books and RecordsRecords and the Rx Product Regulatory Documentation; provided, that any (a) Seller and its agents shall take such action as is deemed necessary in the reasonable judgment of Buyer to schedule such access or copying shall be had or done and visits through a designated officer of Buyer and in such a manner so way as not to unduly interfere with avoid disrupting in any material respect the normal conduct operations of Buyer’s businessthe Transferred Business, (b) neither Buyer nor any of its Affiliates shall be required to take any action to the extent that such action would constitute a waiver of the attorney-client or other privilege or would compromise any confidential information of Buyer or its Affiliates not related to the Transferred Business, and (c) neither Buyer nor any of its Affiliates shall be required to supply Seller or its agents with any information to the extent that doing so would violate any applicable Law or Contract (provided that Buyer shall use commercially reasonable efforts to obtain any third party consents that would permit the supply of such information).
(c) Buyer shall and shall cause its Affiliates to make available to Seller upon reasonable notice to Seller and at reasonable times and upon written request (i) Buyer’s personnel to assist Seller in locating and obtaining any Books and RecordsRecords or the Rx Product Regulatory Documentation, and (ii) any of Buyer’s personnel whose assistance or participation is reasonably required by Seller or any of its Affiliates in anticipation of, or preparation for, existing or future litigation Litigation with respect to the Transferred Business, any audit of Seller or any of its Affiliates or other matters in CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. which Sellers Seller or any of its Affiliates are involved. Seller shall reimburse Buyer for Buyer’s reasonable out-of-pocket expenses incurred in performing the covenants contained in this Section 5.75.6.
(d) Seller shall not, and shall cause its Affiliates not to, dispose of or destroy any Books and Records (to the extent they do not form part of the Transferred Consumer Care Assets) without first offering to provide Buyer with copies thereof by written notice to Buyer at least sixty (60) days prior to the proposed date of such disposition or destruction.
(e) Seller shall, and shall cause its Affiliates to, allow Buyer and its agents access to all Books and Records (to the extent they do not form part of the Transferred Consumer Care Assets) on reasonable notice and at reasonable times at Seller’s principal place of business or at any location where any such Books and Records are stored, and Buyer shall have the right, at its own expense, to make copies of any such Books and Records; provided, that (a) Buyer and its agents shall take such action as is deemed necessary in the reasonable judgment of Seller to schedule such access and visits through a designated officer of Seller and in such a way as to avoid disrupting in any material respect the normal operations of Seller and its Affiliates, (b) neither Seller nor any of its Affiliates shall be required to take any action to the extent that such action would constitute a waiver of the attorney-client or other privilege or would compromise any confidential information of Seller or its Affiliates not related to the Consumer Care Business, and (c) neither Seller nor any of its Affiliates shall be required to supply Buyer or its agents with any information to the extent that doing so would violate any applicable Law or Contract (provided that Seller shall use commercially reasonable efforts to obtain any third party consents that would permit the supply of such information).
(f) Seller shall and shall cause its Affiliates to make available to Buyer upon reasonable notice to Buyer and at reasonable times and upon written request (i) Seller’s personnel to assist Buyer in locating and obtaining any Books and Records (to the extent they do not form part of the Transferred Assets), and (ii) any of Seller’s personnel whose assistance or participation is reasonably required by Buyer or any of its Affiliates in anticipation of, or preparation for, existing or future Litigation, any audit of Buyer or any of its Affiliates or other matters in which Buyer or any of its Affiliates is involved. Buyer shall reimburse Seller for Seller’s reasonable out-of-pocket expenses incurred in performing the covenants contained in this Section 5.6.
(g) On or prior to the Closing Date, Seller shall deliver a copy of each environmental report, study, analysis and current assessment in Seller’s or its Affiliates’ possession that primarily relate to the Consumer Care Business or any Conveyed Site; provided that (i) Seller may redact any information not related to the Consumer Care Business, and (ii) the parties and their Affiliates shall collaborate to preserve applicable privileges and enter into such agreements and arrangements as may be necessary or appropriate in connection therewith. - 61 -
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Merck & Co. Inc.)
Preservation of Books and Records. For a period of three (3) years after the Closing Date, Buyer shall provide to Sellers and their respective Representatives (after reasonable notice and during normal business hours and without undue interference to the business operations of Buyer, and at Sellers’ sole cost and expense) reasonable access to, including the right to make copies of, all books and records included in and otherwise related to the Acquired Assets, to the extent necessary to permit Sellers to determine any matter relating to their rights and obligations hereunder or to any period ending on or before the Closing Date (for example, for purposes of any Tax or accounting audit or any claim or litigation matter, but not for any dispute or claim between Buyer and Sellers in connection with this Agreement, the Transaction Documents or otherwise), for periods prior to the Closing and shall preserve such books and records until the later of (i) such period as shall be consistent with Buyer’s records retention policy in effect from time to time, (ii) the retention period required by applicable Law, (iii) the conclusion of all bankruptcy proceedings relating to the Chapter 11 Cases, or (iv) such three (3) period. Such access shall include access to any information in electronic form to the extent reasonably available. Buyer acknowledges that Sellers have the right to retain originals or copies of all of books and records included in or related to the Acquired Assets for periods prior to the Closing. To the extent that any books and records Related to the Business, the Acquired Assets, or the Assumed Liabilities do not constitute Acquired Assets, Sellers (or any subsequently appointed representative of their bankruptcy estates) shall preserve such books and records relating to the pre-Closing Business for a period of six (6) years months from the Closing Date or date on which all Acquired Assets have been transferred pursuant to this Agreement and the other Transaction Documents, and shall make such longer time books and records available to Buyer, at Buyer’s sole cost and expense, as may be required by Law:
(a) Buyer shall not and shall cause its Affiliates not to dispose of or destroy any of the books and records of the Company relating to periods prior to the Closing (the “Books and Records”) without first offering to turn over possession thereof to Seller by written notice to Seller at least sixty (60) days prior to the proposed date of such disposition or destruction.
(b) Buyer shall and shall cause its Affiliates to allow Seller and its agents access to all Books and Records on reasonable notice and at reasonable times at Buyer’s principal place of business or at any location where any Books and Records are stored, and Seller shall have the right, at its own expense, to make copies of any Books and Records; provided, that any such access or copying shall be had or done in such a manner so as not to unduly interfere with the normal conduct of Buyer’s business.
(c) Buyer shall and shall cause its Affiliates to make available to Seller upon reasonable notice to Seller and at reasonable times and upon written request (i) Buyer’s personnel to assist Seller in locating and obtaining any Books and Records, and (ii) any of Buyer’s personnel whose assistance or participation is reasonably required by Seller or Buyer in connection with, among other things, any of its Affiliates in anticipation ofinsurance claims, legal proceedings, Tax audits, or preparation forgovernmental investigations, existing or future litigation or in order to allow Buyer to comply with its obligations under this Agreement and the other matters in CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. which Sellers or any of its Affiliates are involved. Seller shall reimburse Buyer for Buyer’s reasonable out-of-pocket expenses incurred in performing the covenants contained in this Section 5.7Transaction Documents.
Appears in 1 contract
Preservation of Books and Records. (a) For a period of six (6) years from the Closing Date or such longer time as may be required by Law:
(a) Date: Buyer shall not and shall cause its Affiliates not to dispose of or destroy any of the books and records of the Company and its Subsidiaries relating to periods prior to the Closing (the “Books and Records”) without first offering to turn over possession thereof to Seller by written notice to Seller at least sixty (60) days prior to the proposed date of such disposition or destruction.
(b) For a period of six (6) years from the Closing Date: Buyer shall shall, and shall cause its Affiliates to, in connection with the preparation of Tax Returns, financial statements, audits, regulatory reporting obligations and support for Litigation (other than Litigation between Seller or any of its Affiliates and Buyer or any of its Affiliates (including the Company and its Subsidiaries) or any other reasonable request), (i) provide Seller and its agents with electronic access to any portions of the Books and Records that are available in electronic format on reasonable notice, (ii) allow Seller and its agents access to all other Books and Records on reasonable notice and at reasonable times at Buyer’s principal place of business or at any location where any Books and Records are stored, stored and permit Seller shall have the rightand its agents, at its their own expense, to make copies of any such Books and RecordsRecords and (iii) make available Buyer’s or its Affiliates’ personnel to assist in locating such Books and Records (except that, with respect to Tax matters, Buyer shall only be required to make available such personnel for matters related to Taxes of the Company or its Subsidiaries); provided, however, that any Seller shall not have access to such Books and Records to the extent that restricting such access or copying information is necessary, in Buyer’s reasonable opinion, to ensure compliance with any applicable Law, confidentiality or other agreement or preserve the attorney-client privilege. 58 EXECUTION VERSION
(i) If the Closing occurs prior to December 31, 2018, Buyer shall be had or done use commercially reasonable efforts to cause the Company and its Subsidiaries to provide Seller: (A) prior to February 6, 2019, the preliminary consolidated financial statements of the Company and its Subsidiaries for the period from December 31, 2017 until the Closing Date, prepared in such a manner so as not accordance with IFRS Consistently Applied and with IFRS 9, IFRS 15, and, if applicable, for the period after December 31, 2018, IFRS 16, including the balance sheet, income statement (including analysis of recurring and non-recurring and purchase price allocation items), equity statement and cash flow statement (the “2018 Financial Package”) and (B) prior to unduly interfere February 20, 2019, the final 2018 Financial Package, together with the normal conduct of Buyerrelated “inter-office memorandum” from the Company’s businessauditors in compliance with the instructions and scope reasonably determined by Seller.
(cii) If the Closing occurs after December 31, 2018 and on or before May 25, 2019, Buyer shall use commercially reasonable efforts to cause the Company and its Subsidiaries to provide Seller: (A) to the extent the Closing has occurred prior to February 6, 2019, the preliminary 2018 Financial Package prior to February 6, 2019, (B) to the extent the Closing has occurred prior to February 20, 2019, the final 2018 Financial Package, together with the related “inter-office memorandum” from the Company’s auditors in compliance with the instructions and scope reasonably determined by Seller, prior to February 20, 2019, (C) prior to July 3, 2019, the initial consolidated financial statements of the Company and its Subsidiaries for the period from January 1, 2019 until the Closing Date, prepared in accordance with IFRS Consistently Applied and with IFRS 9, IFRS 15, and, for the period after December 31, 2018, IFRS 16, including the balance sheet, income statement (including analysis of recurring and non-recurring and purchase price allocation items), equity statement and cash flow statement (the “2019 Financial Package”) and (D) prior to July 10, 2019, the final 2019 Financial Package, together with the related “inter-office memorandum” from the Company’s auditors in compliance with the instructions and scope reasonably determined by Seller.
(iii) Following the Closing, Buyer shall use commercially reasonable efforts to cause the Company and its Affiliates Subsidiaries to make available provide to Seller upon Seller, no later than twenty (20) Business Days following the end of the applicable quarter, the quarterly sales for the periods from December 31, 2017 until the Closing Date.
(iv) From and after the Closing, Buyer shall use commercially reasonable notice efforts to Seller cause the Company and at reasonable times and upon its Subsidiaries to provide Seller, no later than twenty (20) Business Days following a written request by Seller, any administrative, social, accounting and financial document of the Company and its Subsidiaries and reasonable access during working hours to their respective employees as may be necessary for the Xxxxxx Group to prepare its own financial statements and annual reports for the financial years ended on December 31, 2018 and December 31, 2019 (ias applicable).
(v) Buyer’s personnel Seller agrees to assist Seller in locating and obtaining any Books and Records, and (ii) any of Buyer’s personnel whose assistance or participation is reasonably required by Seller or any of its Affiliates in anticipation of, or preparation for, existing or future litigation or other matters in CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. which Sellers or any of its Affiliates are involved. Seller shall reimburse Buyer for Buyer’s reasonable any reasonable, documented out-of-pocket expenses costs incurred by Buyer in connection with performing the covenants contained in its obligations pursuant to this Section 5.7.5.6(c). Seller acknowledges and agrees that Buyer shall have no liability for any information being provided pursuant to this Section 5.6(c). EXECUTION VERSION
Appears in 1 contract
Samples: Stock Purchase Agreement
Preservation of Books and Records. For a period of six (6) years from After the Closing Date or such longer time as may be required by Law:
(a) Date, Buyer shall not shall, and shall cause the Company and the Operating Company to, consistent with its Affiliates record keeping policies but not to dispose of or destroy any less than until the third anniversary of the books Closing Date, retain all books, records, and records other documents of the Company and the Operating Company relating to periods prior to the Closing and, except as prohibited by applicable Law, make the same available for inspection and copying by Seller (at Seller’s expense) during normal business hours, upon reasonable request, and upon reasonable notice; provided that Buyer shall, and shall cause the “Books Company and Records”the Operating Company to, make the same available for inspection and copying within two (2) Business Days following the date Seller’s request is received by Buyer. Buyer shall not, and shall cause the Company and the Operating Company not to, destroy or permit to be destroyed any such books, records, or documents after said anniversary of the Closing Date without first offering advising Seller in writing and giving Seller a reasonable opportunity to turn over obtain possession thereof to thereof. After the Closing Date, Seller by written notice to Seller at least sixty (60) days prior to the proposed date of such disposition or destruction.
(b) Buyer shall shall, and shall cause its applicable Affiliates to, consistent with its record keeping policies but not less than until the third anniversary of the Closing Date, retain all books, records, and other documents of the Company and the Operating Company, if any, relating to allow Seller periods prior to the Closing which are not purchased by Buyer hereunder and, except as prohibited by applicable Law, make the same available for inspection and its agents access to all Books and Records on reasonable notice and at reasonable times copying by Buyer (at Buyer’s principal place of expense) during normal business or at any location where any Books and Records are storedhours, upon reasonable request, and upon reasonable notice; provided that Seller shall have make the right, at its own expense, to make copies of any Books same available for inspection and Records; provided, that any such access or copying shall be had or done in such a manner so as not to unduly interfere with within two (2) Business Days following the normal conduct of date Buyer’s business.
(c) Buyer request is received by Seller. Seller shall not, and shall cause its applicable Affiliates not to, destroy or permit to make available to Seller upon reasonable notice to Seller and at reasonable times and upon written request (i) Buyer’s personnel to assist Seller in locating and obtaining be destroyed any Books and Recordssuch books, and (ii) any of Buyer’s personnel whose assistance or participation is reasonably required by Seller or any of its Affiliates in anticipation ofrecords, or preparation for, existing or future litigation or other matters documents after said anniversary of the Closing Date without first advising Buyer in CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. which Sellers or any of its Affiliates are involved. Seller shall reimburse writing and giving Buyer for Buyer’s a reasonable out-of-pocket expenses incurred in performing the covenants contained in this Section 5.7opportunity to obtain possession thereof.
Appears in 1 contract
Samples: Stock Purchase Agreement (Global Power Equipment Group Inc.)
Preservation of Books and Records. For a period of six (6) years from After the Closing Date or such longer time as may be required by Law:
(a) Buyer shall not Date, Buyers shall, and shall cause the Acquired Companies to, consistent with its Affiliates record keeping policies but not to dispose of or destroy any less than until the seventh (7th) anniversary of the books Closing Date, retain all books, records, and records other documents of the Company Acquired Companies relating to periods prior to the Closing and, except as prohibited by applicable Law, make the same available for inspection and copying by Sellers (at Sellers’ expense) during normal business hours, upon reasonable request, and upon reasonable notice; provided that Buyers shall, and shall cause the “Books Acquired Companies to, make the same available for inspection and Records”copying within two (2) Business Days following the date Sellers’ request is received by Buyers. Buyers shall not, and shall cause the Acquired Companies not to, destroy or permit to be destroyed any such books, records, or documents after said anniversary of the Closing Date without first offering advising Sellers in writing and giving Sellers a reasonable opportunity to turn over obtain possession thereof thereof. After the Closing Date, Sellers shall, and shall cause their applicable Affiliates to, consistent with its record keeping policies but not less than until the seventh (7th) anniversary of the Closing Date, retain all books, records, and other documents of the Acquired Companies, if any, relating to Seller by written notice to Seller at least sixty (60) days periods prior to the proposed Closing which are not purchased by Buyer hereunder and, except as prohibited by applicable Law, make the same available for inspection and copying by Buyers (at Buyers’ expense) during normal business hours, upon reasonable request, and upon reasonable notice; provided that Sellers shall make the same available for inspection and copying within two (2) Business Days following the date of such disposition or destruction.
(b) Buyer Buyers’ request is received by Sellers. Sellers shall not, and shall cause its applicable Affiliates not to, destroy or permit to allow Seller and its agents access to all Books and Records on reasonable notice and at reasonable times at Buyer’s principal place of business or at any location where any Books and Records are stored, and Seller shall have the right, at its own expense, to make copies of any Books and Records; provided, that be destroyed any such access or copying shall be had or done in such a manner so as not to unduly interfere with the normal conduct of Buyer’s business.
(c) Buyer shall and shall cause its Affiliates to make available to Seller upon reasonable notice to Seller and at reasonable times and upon written request (i) Buyer’s personnel to assist Seller in locating and obtaining any Books and Recordsbooks, and (ii) any of Buyer’s personnel whose assistance or participation is reasonably required by Seller or any of its Affiliates in anticipation ofrecords, or preparation for, existing or future litigation or other matters documents after said anniversary of the Closing Date without first advising Buyers in CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. which Sellers or any of its Affiliates are involved. Seller shall reimburse Buyer for Buyer’s writing and giving Buyers a reasonable out-of-pocket expenses incurred in performing the covenants contained in this Section 5.7opportunity to obtain possession thereof.
Appears in 1 contract
Samples: Securities Purchase Agreement (Global Power Equipment Group Inc.)
Preservation of Books and Records. (a) For a period of six three (63) years from after the Closing Date, Buyer shall provide to Sellers and their respective Affiliates and Representatives (after reasonable notice and during normal business hours and without undue interference to the business operations of Buyer, and at Sellers’ sole cost and expense) reasonable access to, including the right to make copies of, all books and records included in and otherwise related to the Acquired Assets, to the extent reasonably necessary to permit Seller to determine any matter relating to its rights and obligations hereunder or to any period ending on or before the Closing Date (for example, for purposes of any Tax or such longer time as may be required by Law:
(a) accounting audit or any claim or litigation matter, but not for any dispute or claim between Buyer shall not and shall cause its Affiliates not to dispose of Sellers in connection with this Agreement, the Transaction Documents or destroy any of the books and records of the Company relating to otherwise), for periods prior to the Closing and shall preserve such books and records until the later of (i) such period as shall be consistent with Buyer’s records retention policy in effect from time to time, (ii) the “Books retention period required by applicable Law, (iii) the conclusion of all bankruptcy proceedings relating to the Chapter 11 Cases, or (iv) such three (3) period. Such access shall include access to any information in electronic form to the extent reasonably available. Buyer acknowledges that Sellers have the right to retain originals or copies of all of books and Records”) without first offering records included in or related to turn over possession thereof to Seller by written notice to Seller at least sixty (60) days the Acquired Assets for periods prior to the proposed date of such disposition or destructionClosing.
(b) For a period of three (3) years after the Closing Date, or conclusion of the Chapter 11 Cases (if occurring earlier), Sellers shall provide to Buyer shall and shall cause its Affiliates to allow Seller and its agents access to all Books and Records on (after reasonable notice and at reasonable times during normal business hours and without undue interference to the business operations of Sellers, and at Buyer’s principal place of business or at any location where any Books sole cost and Records are storedexpense) reasonable access to, and Seller shall have including the right, at its own expense, right to make copies of, all books and records related to the Acquired Assets but not transferred to Buyer as part of the Closing, to the extent reasonably necessary to permit Buyer to determine any matter relating to its rights and obligations hereunder or to any period ending on or after the Closing Date (for example, for purposes of any Books and Records; provided, that any such access Tax or copying shall be had or done in such a manner so as not to unduly interfere with the normal conduct of Buyer’s business.
(c) Buyer shall and shall cause its Affiliates to make available to Seller upon reasonable notice to Seller and at reasonable times and upon written request (i) Buyer’s personnel to assist Seller in locating and obtaining any Books and Records, and (ii) any of Buyer’s personnel whose assistance or participation is reasonably required by Seller accounting audit or any of its Affiliates claim or litigation matter, but not for any dispute or claim between Buyer and Sellers in anticipation ofconnection with this Agreement, the Transaction Documents or preparation forotherwise), existing or future litigation or other matters for periods after the Closing. Such access shall include access to any information in CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. which Sellers or any of its Affiliates are involved. Seller shall reimburse Buyer for Buyer’s reasonable out-of-pocket expenses incurred in performing electronic form to the covenants contained in this Section 5.7extent reasonably available.
Appears in 1 contract
Samples: Asset Purchase Agreement (Adams Resources & Energy, Inc.)
Preservation of Books and Records. (a) For a period of six three (63) years from after the Closing Date, Buyer shall provide to Sellers and their respective Affiliates and Representatives (after reasonable notice and during normal business hours and without undue interference to the business operations of Buyer, and at Sellers’ sole cost and expense) reasonable access to, including the right to make copies of, all books and records included in and otherwise related to the Acquired Assets, to the extent reasonably necessary to permit Seller to determine any matter relating to its rights and obligations hereunder or to any period ending on or before the Closing Date (for example, for purposes of any Tax or such longer time as may be required by Law:
(a) accounting audit or any claim or litigation matter, but not for any dispute or claim between Buyer shall not and shall cause its Affiliates not to dispose of Sellers in connection with this Agreement, the Transaction Documents or destroy any of the books and records of the Company relating to otherwise), for periods prior to the Closing and shall preserve such books and records until the later of (i) such period as shall be consistent with Buyer’s records retention policy in effect from time to time, (ii) the “Books retention period required by applicable Law, (iii) the conclusion of all bankruptcy proceedings relating to the Chapter 11 Cases, or (iv) such three (3) period. Such access shall include access to any information in electronic form to the extent reasonably available. Buyer acknowledges that Sellers have the right to retain originals or copies of all of books and Records”) without first offering records included in or related to turn over possession thereof to Seller by written notice to Seller at least sixty (60) days the Acquired Assets for periods prior to the proposed date of such disposition or destructionClosing.
(b) For a period of three (3) years after the Closing Date, or conclusion of the Chapter 11 Cases (if occurring earlier), Sellers shall provide to Buyer shall and shall cause its Affiliates to allow Seller and its agents access to all Books and Records on (after reasonable notice and at reasonable times during normal business hours and without undue interference to the business operations of Sellers, and at Buyer’s principal place of business or at any location where any Books sole cost and Records are storedexpense) reasonable access to, and Seller shall have including the right, at its own expense, right to make copies of, all books and records related to the Acquired Assets but not transferred to Buyer as part of the Closing, to the extent reasonably necessary to permit Buyer to determine any matter relating to its rights and obligations hereunder or to any period ending on or after the Closing Date (for example, for purposes of any Books and Records; provided, that any such access Tax or copying shall be had or done in such a manner so as not to unduly interfere with the normal conduct of Buyer’s business.
(c) Buyer shall and shall cause its Affiliates to make available to Seller upon reasonable notice to Seller and at reasonable times and upon written request (i) Buyer’s personnel to assist Seller in locating and obtaining any Books and Records, and (ii) any of Buyer’s personnel whose assistance or participation is reasonably required by Seller accounting audit or any of its Affiliates claim or litigation matter, but not for any dispute or claim between Buyer and Sellers in anticipation ofconnection with this Agreement, the Transaction Documents or preparation forotherwise), existing or future litigation or other matters for periods after the Closing. Such access shall include access to any information in CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. which Sellers or any of its Affiliates are involved. Seller shall reimburse Buyer for Buyer’s reasonable out-of-pocket expenses incurred in performing electronic form to the covenants contained in this Section 5.7.extent reasonably available
Appears in 1 contract
Samples: Asset Purchase Agreement
Preservation of Books and Records. For a period of six (6) years from the Closing Date or such longer time as may be required by Law:
(a) Buyer shall not not, and shall cause its Affiliates not to to, dispose of or destroy any of the material books and records of the Company Consumer Care Business relating to periods prior to the Closing (the “Books and Records”) or the Rx Product Regulatory Documentation without first offering to turn over possession provide Seller with copies thereof to Seller by written notice to Seller at least sixty (60) days prior to the proposed date of such disposition or destruction.
(b) Buyer shall shall, and shall cause its Affiliates to to, allow Seller and its agents access to all Books and Records and the Rx Product Regulatory Documentation on reasonable notice and at reasonable times at Buyer’s principal place of business or at any location where any Books and Records and the Rx Product Regulatory Documentation are stored, and Seller shall have the right, at its own expense, to make copies of any Books and RecordsRecords and the Rx Product Regulatory Documentation; provided, that any (a) Seller and its agents shall take such action as is deemed necessary in the reasonable judgment of Buyer to schedule such access or copying shall be had or done and visits through a designated officer of Buyer and in such a manner so way as not to unduly interfere with avoid disrupting in any material respect the normal conduct operations of Buyer’s businessthe Transferred Business, (b) neither Buyer nor any of its Affiliates shall be required to take any action to the extent that such action would constitute a waiver of the attorney-client or other privilege or would compromise any confidential information of Buyer or its Affiliates not related to the Transferred Business, and (c) neither Buyer nor any of its Affiliates shall be required to supply Seller or its agents with any information to the extent that doing so would violate any applicable Law or Contract (provided that Buyer shall use commercially reasonable efforts to obtain any third party consents that would permit the supply of such information).
(c) Buyer shall and shall cause its Affiliates to make available to Seller upon reasonable notice to Seller and at reasonable times and upon written request (i) Buyer’s personnel to assist Seller in locating and obtaining any Books and RecordsRecords or the Rx Product Regulatory Documentation, and (ii) any of Buyer’s personnel whose assistance or participation is reasonably required by Seller or any of its Affiliates in anticipation of, or preparation for, existing or future litigation Litigation with respect to the Transferred Business, any audit of Seller or any of its Affiliates or other matters in CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. which Sellers Seller or any of its Affiliates are involved. Seller shall reimburse Buyer for BuyerXxxxx’s reasonable out-of-pocket expenses incurred in performing the covenants contained in this Section 5.75.6.
(d) Seller shall not, and shall cause its Affiliates not to, dispose of or destroy any Books and Records (to the extent they do not form part of the Transferred Consumer Care Assets) without first offering to provide Buyer with copies thereof by written notice to Buyer at least sixty (60) days prior to the proposed date of such disposition or destruction.
(e) Seller shall, and shall cause its Affiliates to, allow Buyer and its agents access to all Books and Records (to the extent they do not form part of the Transferred Consumer Care Assets) on reasonable notice and at reasonable times at Seller’s principal place of business or at any location where any such Books and Records are stored, and Buyer shall have the right, at its own expense, to make copies of any such Books and Records; provided, that (a) Buyer and its agents shall take such action as is deemed necessary in the reasonable judgment of Seller to schedule such access and visits through a designated officer of Seller and in such a way as to avoid disrupting in any material respect the normal operations of Seller and its Affiliates, (b) neither Seller nor any of its Affiliates shall be required to take any action to the extent that such action would constitute a waiver of the attorney-client or other privilege or would compromise any confidential information of Seller or its Affiliates not related to the Consumer Care Business, and (c) neither Seller nor any of its Affiliates shall be required to supply Buyer or its agents with any information to the extent that doing so would violate any applicable Law or Contract (provided that Seller shall use commercially reasonable efforts to obtain any third party consents that would permit the supply of such information).
(f) Seller shall and shall cause its Affiliates to make available to Buyer upon reasonable notice to Buyer and at reasonable times and upon written request (i) Seller’s personnel to assist Buyer in locating and obtaining any Books and Records (to the extent they do not form part of the Transferred Assets), and (ii) any of Seller’s personnel whose assistance or participation is reasonably required by Buyer or any of its Affiliates in anticipation of, or preparation for, existing or future Litigation, any audit of Buyer or any of its Affiliates or other matters in which Buyer or any of its Affiliates is involved. Buyer shall reimburse Seller for Seller’s reasonable out-of-pocket expenses incurred in performing the covenants contained in this Section 5.6.
(g) On or prior to the Closing Date, Seller shall deliver a copy of each environmental report, study, analysis and current assessment in Seller’s or its Affiliates’ possession that primarily relate to the Consumer Care Business or any Conveyed Site; provided that (i) Seller may redact any information not related to the Consumer Care Business, and (ii) the parties and their Affiliates shall collaborate to preserve applicable privileges and enter into such agreements and arrangements as may be necessary or appropriate in connection therewith. - 61 -
Appears in 1 contract
Samples: Asset Purchase Agreement
