Preservation of Books and Records. (1) Promptly after Closing, the Vendor shall deliver or cause to be delivered to the Purchaser all material Books and Records in its possession, provided that the Vendor shall be entitled to retain copies thereof. To the extent that such information is held in electronic form, the Vendor does not hereby convey any rights to the Purchaser in any underlying software. (2) For a period of six (6) years from the Closing Date, Glacier and the Purchaser shall use its reasonable efforts to preserve and retain, or cause the Corporation, the Real Estate Company and the Subsidiaries to preserve and retain, all material Books and Records relating to the Corporation and the Subsidiaries and the conduct of the Business prior to the Closing. The Purchaser and Glacier shall not, at any time, dispose of or destroy any of the material Books and Records without first offering to turn over possession thereof to the Vendor by written notice to the Vendor at least sixty (60) days prior to the proposed date of such disposition or destruction provided that the Vendor shall pay all costs with respect thereto and to the extent that such information is in electronic form, the Purchaser will not convey any rights to the Vendor in any underlying software. (3) At any time for a period of six (6) years from the Closing Date and thereafter in the event that either Party has issued an Indemnification Notice to the other Party, or the Vendor requires access to such Books and Records in connection with any aspect of the Special Indemnities, any request or enquiry by any Governmental Entity: (a) the Purchaser and Glacier shall allow the Vendor and its Representatives access to all Books and Records at the Vendor's request and on reasonable notice and at reasonable times at Glacier's principal place of business or at any location where any Books and Records are stored, and the Vendor and its Representatives shall have the right at its own expense to make copies of any Books and Records; provided, however, 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 the business of the Corporation or the Subsidiaries; and (b) the Purchaser and Glacier shall, or shall cause the Corporation and/or the Subsidiaries to, make available to the Vendor at the Vendor's request and cost and upon reasonable notice and at reasonable times and upon written request: (i) the Corporation's and the Subsidiaries' personnel to assist the Vendor in locating and obtaining any Books and Records; and (ii) any of the Corporation's and the Subsidiaries' personnel whose assistance or participation (including as witnesses) is reasonably required by the Vendor or any of its Affiliates in anticipation of, or preparation for, existing or future litigation or other matters in which the Vendor or any of its Affiliates are involved, including in connection with the preparation of any report or Tax Return to be filed by the Vendor under Applicable Law or otherwise or for the purposes of responding to or defending against any action, suit, proceeding, audit, investigation or claim in respect of any Taxes arising prior to the Closing Date relating to the Corporation or the Subsidiaries. (4) The Vendor and Xxxxxxxxx International shall maintain the confidentiality of any information (other than information that is already in the public domain) received from the Purchaser as a result of its access to the Books and Records under this Section 4.03 and, except as otherwise authorized by the Purchaser, will not disclose to any third party (except as may be required by Applicable Law or in any suit, action or proceeding involving the Vendor or Xxxxxxxxx International) any such information.
Appears in 1 contract
Samples: Share Purchase Agreement (Hollinger International Inc)
Preservation of Books and Records. (1a) Promptly after Closing, the Vendor shall deliver or cause to be delivered to the Purchaser all material Books and Records in its possession, provided that the Vendor shall be entitled to retain copies thereof. To the extent that such information is held in electronic form, the Vendor does not hereby convey any rights to the Purchaser in any underlying software.
(2) For a period ending upon the date that is seven years after the date of six Closing (6the “Information Maintenance Period”):
(i) years from the Closing Date, Glacier and the Purchaser Buyer shall use its reasonable efforts to preserve and retain, or cause the Corporation, the Real Estate Company and the Subsidiaries to preserve and retain, all material Books and Records relating to the Corporation and the Subsidiaries and the conduct of the Business prior to the Closing. The Purchaser and Glacier shall not, at any time, not dispose of or destroy any of the material books and records of the Company or the CID Business relating to periods prior to the Closing (“Books and Records Records”) without first offering to turn over possession thereof to the Vendor Seller by written notice to the Vendor Seller at least sixty (60) 30 days prior to the proposed date of such disposition or destruction provided that the Vendor shall pay all costs with respect thereto and to the extent that such information is in electronic form, the Purchaser will not convey any rights to the Vendor in any underlying software.destruction;
(3ii) At any time for a period of six (6) years from the Closing Date and thereafter in the event that either Party has issued an Indemnification Notice to the other Party, or the Vendor requires access to such Books and Records in connection with any aspect of the Special Indemnities, any request or enquiry by any Governmental Entity:
(a) the Purchaser and Glacier Buyer shall allow the Vendor Seller and its agents and Representatives access to all Books and Records at the Vendor's request and on reasonable notice and at reasonable times during normal business hours at Glacier's Buyer’s principal place of business or at any location where any Books and Records are stored, and the Vendor and its Representatives Seller shall have the right (at its Seller’s own expense expense) to make copies of any such Books and Records, as the Seller is reasonably likely to need in connection with any accounting, auditing or Tax requirement or compliance with any applicable Law or Order; provided, however, that any such access or copying shall be had or done in such a manner so as not to unreasonably disrupt or unduly interfere with the normal conduct of the business or operations of the Corporation or the SubsidiariesCompany; and
(biii) the Purchaser and Glacier shall, or Buyer shall cause the Corporation and/or the Subsidiaries to, use commercially reasonable efforts to make available to the Vendor at the Vendor's request and cost and Seller upon reasonable advanced written notice and at reasonable times and upon written request: (i) locations convenient to Buyer the Corporation's and the Subsidiaries' Buyer’s personnel to reasonably assist the Vendor Seller in locating and obtaining any Books and Records; . Seller shall reimburse Buyer for the reasonable and documented expenses incurred by it in performing the covenants contained in this Section 5.2(a).
(iib) The Information Maintenance Period shall be extended in the event that any of the Corporation's and the Subsidiaries' personnel whose assistance or participation (including as witnesses) is reasonably required by the Vendor or any of its Affiliates in anticipation of, or preparation for, existing or future litigation or other matters investigation or Proceeding has been commenced by a Governmental Authority or is pending with or threatened in which writing by a Governmental Authority at the Vendor termination of such Information Maintenance Period, and such extension shall continue until any such litigation or any of its Affiliates are involved, including in connection with the preparation of any report or Tax Return to be filed by the Vendor under Applicable Law investigation has been settled through judgment or otherwise or for the purposes of responding to is no longer pending or defending against any action, suit, proceeding, audit, investigation or claim threatened in respect of any Taxes arising prior to the Closing Date relating to the Corporation or the Subsidiarieswriting.
(4c) The Vendor and Xxxxxxxxx International shall maintain In the confidentiality event of any information (other than information that is already Proceeding or threatened Proceeding between the parties relating to this Agreement, the Transaction Documents or the transactions contemplated hereby or thereby, the covenants in the public domain) received from the Purchaser as a result of its access to the Books and Records under this Section 4.03 and, except as otherwise authorized 5.2 shall not be considered a waiver by any party of any right to assert the Purchaser, will not disclose to any third party (except as may be required by Applicable Law or in any suit, action or proceeding involving the Vendor or Xxxxxxxxx International) any such information.attorney-client privilege. Stock Purchase Agreement
Appears in 1 contract
Samples: Stock Purchase Agreement
Preservation of Books and Records. (1) Promptly after Closing, the Vendor shall deliver or cause to be delivered to the Purchaser all material Books and Records in its possession, provided that the Vendor shall be entitled to retain copies thereof. To the extent that such information is held in electronic form, the Vendor does not hereby convey any rights to the Purchaser in any underlying software.
(2) For a period of six (6) years from the Closing Date, Glacier Date or such longer time as may be required by Law:
(a) Buyer shall not and the Purchaser shall use cause its reasonable efforts Affiliates not to preserve and retain, or cause the Corporation, the Real Estate Company and the Subsidiaries to preserve and retain, all material Books and Records relating to the Corporation and the Subsidiaries and the conduct of the Business prior to the Closing. The Purchaser and Glacier shall not, at any time, dispose of or destroy any of the material books and records of the Company relating to periods prior to the Closing (the “Books and Records Records”) without first offering to turn over possession thereof to the Vendor Seller by written notice to the Vendor Seller at least sixty (60) days prior to the proposed date of such disposition or destruction provided that the Vendor shall pay all costs with respect thereto and to the extent that such information is in electronic form, the Purchaser will not convey any rights to the Vendor in any underlying softwaredestruction.
(3b) At any time for a period of six (6) years from the Closing Date Buyer shall and thereafter in the event that either Party has issued an Indemnification Notice shall cause its Affiliates to the other Party, or the Vendor requires access to such Books and Records in connection with any aspect of the Special Indemnities, any request or enquiry by any Governmental Entity:
(a) the Purchaser and Glacier shall allow the Vendor Seller and its Representatives agents access to all Books and Records at the Vendor's request and on reasonable notice and at reasonable times at Glacier's Buyer’s principal place of business or at any location where any Books and Records are stored, and the Vendor and its Representatives Seller shall have the right right, at its own expense expense, to make copies of any Books and Records; provided, however, 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 the business of the Corporation or the Subsidiaries; andBuyer’s business.
(bc) the Purchaser Buyer shall and Glacier shall, or shall cause the Corporation and/or the Subsidiaries to, its Affiliates to make available to the Vendor at the Vendor's request and cost and Seller upon reasonable notice to Seller and at reasonable times and upon written request: request (i) the Corporation's and the Subsidiaries' Buyer’s personnel to assist the Vendor Seller in locating and obtaining any Books and Records; , and (ii) any of the Corporation's and the Subsidiaries' Buyer’s personnel whose assistance or participation (including as witnesses) is reasonably required by the Vendor 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 the Vendor Sellers or any of its Affiliates are involved, including . Seller shall reimburse Buyer for Buyer’s reasonable out-of-pocket expenses incurred in connection with performing the preparation of any report or Tax Return to be filed by the Vendor under Applicable Law or otherwise or for the purposes of responding to or defending against any action, suit, proceeding, audit, investigation or claim covenants contained in respect of any Taxes arising prior to the Closing Date relating to the Corporation or the Subsidiaries.
(4) The Vendor and Xxxxxxxxx International shall maintain the confidentiality of any information (other than information that is already in the public domain) received from the Purchaser as a result of its access to the Books and Records under this Section 4.03 and, except as otherwise authorized by the Purchaser, will not disclose to any third party (except as may be required by Applicable Law or in any suit, action or proceeding involving the Vendor or Xxxxxxxxx International) any such information5.7.
Appears in 1 contract
Samples: Stock Purchase Agreement (Alnylam Pharmaceuticals, Inc.)
Preservation of Books and Records. (1a) Promptly after Closing, the Vendor shall deliver or cause to be delivered to the Purchaser all material Books and Records in its possession, provided that the Vendor shall be entitled to retain copies thereof. To the extent that such information is held in electronic form, the Vendor does not hereby convey any rights to the Purchaser in any underlying software.
(2) For a period ending upon the date that is seven years after the date of six Closing (6the “Information Maintenance Period”):
(i) years from the Closing Date, Glacier and the Purchaser Buyer shall use its reasonable efforts to preserve and retain, or cause the Corporation, the Real Estate Company and the Subsidiaries to preserve and retain, all material Books and Records relating to the Corporation and the Subsidiaries and the conduct of the Business prior to the Closing. The Purchaser and Glacier shall not, at any time, not dispose of or destroy any of the material books and records of the Company or the CID Business relating to periods prior to the Closing (“Books and Records Records”) without first offering to turn over possession thereof to the Vendor Seller by written notice to the Vendor Seller at least sixty (60) 30 days prior to the proposed date of such disposition or destruction provided that the Vendor shall pay all costs with respect thereto and to the extent that such information is in electronic form, the Purchaser will not convey any rights to the Vendor in any underlying software.destruction;
(3ii) At any time for a period of six (6) years from the Closing Date and thereafter in the event that either Party has issued an Indemnification Notice to the other Party, or the Vendor requires access to such Books and Records in connection with any aspect of the Special Indemnities, any request or enquiry by any Governmental Entity:
(a) the Purchaser and Glacier Buyer shall allow the Vendor Seller and its agents and Representatives access to all Books and Records at the Vendor's request and on reasonable notice and at reasonable times during normal business hours at Glacier's Buyer’s principal place of business or at any location where any Books and Records are stored, and the Vendor and its Representatives Seller shall have the right (at its Seller’s own expense expense) to make copies of any such Books and Records, as the Seller is reasonably likely to need in connection with any accounting, auditing or Tax requirement or compliance with any applicable Law or Order; provided, however, that any such access or copying shall be had or done in such a manner so as not to unreasonably disrupt or unduly interfere with the normal conduct of the business or operations of the Corporation or the SubsidiariesCompany; and
(biii) the Purchaser and Glacier shall, or Buyer shall cause the Corporation and/or the Subsidiaries to, use commercially reasonable efforts to make available to the Vendor at the Vendor's request and cost and Seller upon reasonable advanced written notice and at reasonable times and upon written request: (i) locations convenient to Buyer the Corporation's and the Subsidiaries' Buyer’s personnel to reasonably assist the Vendor Seller in locating and obtaining any Books and Records; . Seller shall reimburse Buyer for the reasonable and documented expenses incurred by it in performing the covenants contained in this Section 5.2(a).
(iib) The Information Maintenance Period shall be extended in the event that any of the Corporation's and the Subsidiaries' personnel whose assistance or participation (including as witnesses) is reasonably required by the Vendor or any of its Affiliates in anticipation of, or preparation for, existing or future litigation or other matters investigation or Proceeding has been commenced by a Governmental Authority or is pending with or threatened in which writing by a Governmental Authority at the Vendor termination of such Information Maintenance Period, and such extension shall continue until any such litigation or any of its Affiliates are involved, including in connection with the preparation of any report or Tax Return to be filed by the Vendor under Applicable Law investigation has been settled through judgment or otherwise or for the purposes of responding to is no longer pending or defending against any action, suit, proceeding, audit, investigation or claim threatened in respect of any Taxes arising prior to the Closing Date relating to the Corporation or the Subsidiarieswriting.
(4c) The Vendor and Xxxxxxxxx International shall maintain In the confidentiality event of any information (other than information that is already Proceeding or threatened Proceeding between the parties relating to this Agreement, the Transaction Documents or the transactions contemplated hereby or thereby, the covenants in the public domain) received from the Purchaser as a result of its access to the Books and Records under this Section 4.03 and, except as otherwise authorized 5.2 shall not be considered a waiver by any party of any right to assert the Purchaser, will not disclose to any third party (except as may be required by Applicable Law or in any suit, action or proceeding involving the Vendor or Xxxxxxxxx International) any such informationattorney-client privilege.
Appears in 1 contract
Samples: Stock Purchase Agreement (Superior Uniform Group Inc)
Preservation of Books and Records. (1) Promptly after Closing, the Vendor shall deliver or cause to be delivered to the Purchaser all material Books and Records in its possession, provided that the Vendor shall be entitled to retain copies thereof. To the extent that such information is held in electronic form, the Vendor does not hereby convey any rights to the Purchaser in any underlying software.
(2) For a period of six (6) years from the Closing Date, Glacier and the Purchaser shall use its reasonable efforts to preserve and retain, Date or cause the Corporation, the Real Estate Company and the Subsidiaries to preserve and retain, all material Books and Records relating to the Corporation and the Subsidiaries and the conduct of the Business prior to the Closing. The Purchaser and Glacier such longer time as may be required by Law:
(a) Buyer shall not, at any timeand shall cause its Affiliates not to, dispose of or destroy any of the material books and records of the Consumer Care Business relating to periods prior to the Closing (the “Books and Records Records”) or the Rx Product Regulatory Documentation without first offering to turn over possession provide Seller with copies thereof to the Vendor by written notice to the Vendor Seller at least sixty (60) days prior to the proposed date of such disposition or destruction provided that the Vendor shall pay all costs with respect thereto and to the extent that such information is in electronic form, the Purchaser will not convey any rights to the Vendor in any underlying softwaredestruction.
(3b) At any time for a period of six (6) years from the Closing Date Buyer shall, and thereafter in the event that either Party has issued an Indemnification Notice to the other Partyshall cause its Affiliates to, or the Vendor requires access to such Books and Records in connection with any aspect of the Special Indemnities, any request or enquiry by any Governmental Entity:
(a) the Purchaser and Glacier shall allow the Vendor Seller and its Representatives agents access to all Books and Records at and the Vendor's request and Rx Product Regulatory Documentation on reasonable notice and at reasonable times at Glacier's Buyer’s principal place of business or at any location where any Books and Records and the Rx Product Regulatory Documentation are stored, and the Vendor and its Representatives Seller shall have the right right, at its own expense expense, to make copies of any Books and RecordsRecords and the Rx Product Regulatory Documentation; provided, however, 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 the business of the Corporation or the Subsidiaries; and
Transferred Business, (b) neither Buyer nor any of its Affiliates shall be required to take any action to the Purchaser 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 Glacier shall, (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 the Corporation and/or the Subsidiaries to, its Affiliates to make available to the Vendor at the Vendor's request and cost and Seller upon reasonable notice to Seller and at reasonable times and upon written request: request (i) the Corporation's and the Subsidiaries' Buyer’s personnel to assist the Vendor Seller in locating and obtaining any Books and Records; Records or the Rx Product Regulatory Documentation, and (ii) any of the Corporation's and the Subsidiaries' Buyer’s personnel whose assistance or participation (including as witnesses) is reasonably required by the Vendor 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 which the Vendor Seller or any of its Affiliates are involved. Seller shall reimburse Buyer for Xxxxx’s reasonable out-of-pocket expenses incurred in performing the covenants contained in this Section 5.6.
(d) Seller shall not, including in connection 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 preparation 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 report 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 Tax Return 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 filed by required to supply Buyer or its agents with any information to the Vendor under Applicable extent that doing so would violate any applicable Law or otherwise 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 purposes of responding to covenants contained in this Section 5.6.
(g) On or defending against any action, suit, proceeding, audit, investigation or claim in respect of any Taxes arising prior to the Closing Date relating 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 Corporation Consumer Care Business or the Subsidiaries.
any Conveyed Site; provided that (4i) The Vendor and Xxxxxxxxx International shall maintain the confidentiality of Seller may redact any information (other than information that is already in the public domain) received from the Purchaser as a result of its access not related to the Books Consumer Care Business, and Records under this Section 4.03 and, except as otherwise authorized by (ii) the Purchaser, will not disclose parties and their Affiliates shall collaborate to any third party (except preserve applicable privileges and enter into such agreements and arrangements as may be required by Applicable Law necessary or appropriate in any suit, action or proceeding involving the Vendor or Xxxxxxxxx International) any such information.connection therewith. - 61 -
Appears in 1 contract
Samples: Asset Purchase Agreement
Preservation of Books and Records. (1) Promptly after Closing, the Vendor shall deliver or cause to be delivered to the Purchaser all material Books and Records in its possession, provided that the Vendor shall be entitled to retain copies thereof. To the extent that such information is held in electronic form, the Vendor does not hereby convey any rights to the Purchaser in any underlying software.
(2) For a period of six (6) years from the Closing Date, Glacier and the Purchaser shall use its reasonable efforts to preserve and retain, Date or cause the Corporation, the Real Estate Company and the Subsidiaries to preserve and retain, all material Books and Records relating to the Corporation and the Subsidiaries and the conduct of the Business prior to the Closing. The Purchaser and Glacier such longer time as may be required by Law:
(a) Buyer shall not, at any timeand shall cause its Affiliates not to, dispose of or destroy any of the material books and records of the Consumer Care Business relating to periods prior to the Closing (the “Books and Records Records”) or the Rx Product Regulatory Documentation without first offering to turn over possession provide Seller with copies thereof to the Vendor by written notice to the Vendor Seller at least sixty (60) days prior to the proposed date of such disposition or destruction provided that the Vendor shall pay all costs with respect thereto and to the extent that such information is in electronic form, the Purchaser will not convey any rights to the Vendor in any underlying softwaredestruction.
(3b) At any time for a period of six (6) years from the Closing Date Buyer shall, and thereafter in the event that either Party has issued an Indemnification Notice to the other Partyshall cause its Affiliates to, or the Vendor requires access to such Books and Records in connection with any aspect of the Special Indemnities, any request or enquiry by any Governmental Entity:
(a) the Purchaser and Glacier shall allow the Vendor Seller and its Representatives agents access to all Books and Records at and the Vendor's request and Rx Product Regulatory Documentation on reasonable notice and at reasonable times at Glacier's Buyer’s principal place of business or at any location where any Books and Records and the Rx Product Regulatory Documentation are stored, and the Vendor and its Representatives Seller shall have the right right, at its own expense expense, to make copies of any Books and RecordsRecords and the Rx Product Regulatory Documentation; provided, however, 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 the business of the Corporation or the Subsidiaries; and
Transferred Business, (b) neither Buyer nor any of its Affiliates shall be required to take any action to the Purchaser 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 Glacier shall, (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 the Corporation and/or the Subsidiaries to, its Affiliates to make available to the Vendor at the Vendor's request and cost and Seller upon reasonable notice to Seller and at reasonable times and upon written request: request (i) the Corporation's and the Subsidiaries' Buyer’s personnel to assist the Vendor Seller in locating and obtaining any Books and Records; Records or the Rx Product Regulatory Documentation, and (ii) any of the Corporation's and the Subsidiaries' Buyer’s personnel whose assistance or participation (including as witnesses) is reasonably required by the Vendor 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 which the Vendor 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 5.6.
(d) Seller shall not, including in connection 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 preparation 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 report 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 Tax Return 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 filed by required to supply Buyer or its agents with any information to the Vendor under Applicable extent that doing so would violate any applicable Law or otherwise 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 purposes of responding to covenants contained in this Section 5.6.
(g) On or defending against any action, suit, proceeding, audit, investigation or claim in respect of any Taxes arising prior to the Closing Date relating 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 Corporation Consumer Care Business or the Subsidiaries.
any Conveyed Site; provided that (4i) The Vendor and Xxxxxxxxx International shall maintain the confidentiality of Seller may redact any information (other than information that is already in the public domain) received from the Purchaser as a result of its access not related to the Books Consumer Care Business, and Records under this Section 4.03 and, except as otherwise authorized by (ii) the Purchaser, will not disclose parties and their Affiliates shall collaborate to any third party (except preserve applicable privileges and enter into such agreements and arrangements as may be required by Applicable Law necessary or appropriate in any suit, action or proceeding involving the Vendor or Xxxxxxxxx International) any such information.connection therewith. - 61 -
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Merck & Co. Inc.)
Preservation of Books and Records. (1) Promptly after Closing, the Vendor shall deliver or cause to be delivered to the Purchaser all material Books and Records in its possession, provided that the Vendor shall be entitled to retain copies thereof. To the extent that such information is held in electronic form, the Vendor does not hereby convey any rights to the Purchaser in any underlying software.
(2a) For a period of six (6) years from the Closing Date, Glacier : Buyer shall not and the Purchaser shall use cause its reasonable efforts Affiliates not to preserve and retain, or cause the Corporation, the Real Estate Company and the Subsidiaries to preserve and retain, all material Books and Records relating to the Corporation and the Subsidiaries and the conduct of the Business prior to the Closing. The Purchaser and Glacier shall not, at any time, dispose of or destroy any of the material books and records of the Company and its Subsidiaries relating to periods prior to the Closing (the “Books and Records Records”) without first offering to turn over possession thereof to the Vendor Seller by written notice to the Vendor Seller at least sixty (60) days prior to the proposed date of such disposition or destruction provided that the Vendor shall pay all costs with respect thereto and to the extent that such information is in electronic form, the Purchaser will not convey any rights to the Vendor in any underlying softwaredestruction.
(3b) At any time for For a period of six (6) years from the Closing Date Date: Buyer shall, and thereafter shall cause its Affiliates to, in connection with the event that either Party has issued an Indemnification Notice to 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 Partyreasonable request), or the Vendor requires (i) provide Seller and its agents with electronic access to such any portions of the Books and Records that are available in connection with any aspect of the Special Indemnitieselectronic format on reasonable notice, any request or enquiry by any Governmental Entity:
(aii) the Purchaser and Glacier shall allow the Vendor Seller and its Representatives agents access to all other Books and Records at the Vendor's request and on reasonable notice and at reasonable times at Glacier's Buyer’s principal place of business or at any location where any Books and Records are stored, stored and the Vendor permit Seller and its Representatives shall have the right agents, at its their own expense 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 information is necessary, in Buyer’s reasonable opinion, to ensure compliance with any applicable Law, confidentiality or done in such a manner so as not to unduly interfere with other agreement or preserve the normal conduct of the business of the Corporation or the Subsidiaries; andattorney-client privilege. 58 EXECUTION VERSION
(b) the Purchaser and Glacier shall, or shall cause the Corporation and/or the Subsidiaries to, make available to the Vendor at the Vendor's request and cost and upon reasonable notice and at reasonable times and upon written request: (i) If the Corporation's Closing occurs prior to December 31, 2018, Buyer shall use commercially reasonable efforts to cause the Company and its Subsidiaries to provide Seller: (A) prior to February 6, 2019, the Subsidiaries' personnel 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 assist February 20, 2019, the Vendor final 2018 Financial Package, together with the related “inter-office memorandum” from the Company’s auditors in locating compliance with the instructions and obtaining any Books and Records; and scope reasonably determined by Seller.
(ii) any 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 Corporation's Company and its Subsidiaries for the Subsidiaries' personnel whose assistance or participation 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 the Company and its Subsidiaries and reasonable access during working hours to their respective employees as witnessesmay 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) is reasonably required Seller agrees to reimburse Buyer for any reasonable, documented out-of-pocket costs incurred by the Vendor or any of its Affiliates in anticipation of, or preparation for, existing or future litigation or other matters in which the Vendor or any of its Affiliates are involved, including Buyer in connection with the preparation of any report or Tax Return performing its obligations pursuant to be filed by the Vendor under Applicable Law or otherwise or this Section 5.6(c). Seller acknowledges and agrees that Buyer shall have no liability for the purposes of responding to or defending against any action, suit, proceeding, audit, investigation or claim in respect of any Taxes arising prior to the Closing Date relating to the Corporation or the Subsidiaries.
(4) The Vendor and Xxxxxxxxx International shall maintain the confidentiality of any information (other than information that is already in the public domain) received from the Purchaser as a result of its access being provided pursuant to the Books and Records under this Section 4.03 and, except as otherwise authorized by the Purchaser, will not disclose to any third party (except as may be required by Applicable Law or in any suit, action or proceeding involving the Vendor or Xxxxxxxxx International) any such information.5.6(c). EXECUTION VERSION
Appears in 1 contract
Samples: Stock Purchase Agreement
