Records and Documents. Following the Initial Closing Date, the Seller shall grant to the Purchaser and its Representatives, at the Purchaser’s reasonable request (subject to any limitations that are reasonably required to preserve any applicable privilege or Third Party confidentiality obligation), reasonable access through and under the supervision of an Authorized Seller Representative during normal business hours and under reasonable circumstances to, and the right to make copies at the Purchaser’s sole expense of, those records and documents in the Seller’s possession related to the Business, the Acquired Companies, the Acquired Assets or the Assumed Liabilities, including all records relating to the performance of the services and related charges under the Transition Services Agreement, as may be reasonably necessary for the Purchaser’s operation of the Business after each applicable Closing. Following the Initial Closing Date, the Purchaser shall grant to the Seller and its Representatives, at the Seller’s reasonable request (subject to any limitations that are reasonably required to preserve any applicable privilege or Third Party confidentiality obligation), reasonable access through and under the supervision of Purchaser’s personnel during normal business hours and under reasonable circumstances to, and the right to make copies at the Seller’s sole expense of, those records and documents covering any period prior to each applicable Closing related to the Business, the Acquired Companies or the Acquired Assets as may be reasonably necessary for litigation, preparation of financial statements, Tax Returns and Tax Contests or other valid business purposes. If the Purchaser elects to dispose of any of such records within six (6) years after the Initial Closing Date, the Purchaser shall first give the Seller sixty (60) days’ written notice, during which period the Seller shall have the right to take such records without payment of consideration. If so requested by either the Seller or the Purchaser, the other party shall enter into a customary joint defense agreement with the Seller or the Purchaser with respect to any information to be provided to such party pursuant to this Section 10.3. All rights of access to information and documents granted under this Section 10.3 are subject to restrictions on access to classified facilities and information imposed by Governmental Entities. Each party agrees that any investigation undertaken pursuant to the access granted under this Section 10.3 shall be conducted in such a manner as not to unreasonably interfere with the operation of the other party’s business. Notwithstanding anything to the contrary in this Agreement, neither party nor any of its respective Affiliates shall be required to provide access to or disclose information where such access or disclosure would jeopardize attorney-client privilege or contravene any Laws or Orders.
Appears in 1 contract
Records and Documents. Following Seller and Purchaser agree that each of them shall provide the Initial Closing Date, the Seller shall grant to the Purchaser and its Representativesother party, at the Purchasersuch other party’s reasonable request and expense, with access to (subject to any limitations that are reasonably required to preserve any applicable privilege or Third Party confidentiality obligation), reasonable access through and under the supervision of an Authorized Seller Representative during normal business hours and under reasonable circumstances to, copies thereof) and the right to make copies at the Purchaser’s sole expense of, of those records and documents in that exist as of the Seller’s possession Closing solely to the extent related to the BusinessPurchased Assets, the Acquired Companiespossession of which is retained by them, the Acquired Assets as reasonably requested by Seller or the Assumed LiabilitiesPurchaser in connection with, including all records relating among other things, any Actions by or against, or Tax audits against or governmental investigations of Seller or Purchaser or any of their Affiliates or in order to enable Seller or Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby or for other legitimate business purposes with respect to the performance of Purchased Assets; provided, however, that the services and related charges under the Transition Services Agreement, as may be reasonably necessary for the Purchaser’s operation of the Business after each applicable Closing. Following the Initial Closing Date, the foregoing shall not require Seller or Purchaser shall grant to provide any such access or disclose any information (i) to the extent the provision of such access or such disclosure would contravene Applicable Law, or would result in a breach of a confidentiality or nondisclosure agreement, or would reasonably be expected to result in the loss of an attorney-client privilege held by Seller or Purchaser, in each case provided that the party withholding any information notifies the other in writing generally describing the withheld information and the reasons therefor) or (ii) if Seller and its Representatives, at the Seller’s reasonable request (subject to Purchaser are adverse parties in any limitations that are legal proceeding and such information or assistance is reasonably required to preserve any applicable privilege or Third Party confidentiality obligation), reasonable access through and under the supervision of Purchaser’s personnel during normal business hours and under reasonable circumstances to, and the right to make copies at the Seller’s sole expense of, those records and documents covering any period prior to each applicable Closing related to the Business, the Acquired Companies or the Acquired Assets as may be reasonably necessary for litigation, preparation of financial statements, Tax Returns and Tax Contests or other valid business purposespertinent thereto. If the Purchaser during such period Seller elects to dispose of any of such records within six (6) years after the Initial Closing Dateand documents, the Seller shall give Purchaser shall first give the Seller sixty (60) days’ prior written notice, during which period the Seller Purchaser shall have the right to take such records and documents without payment of further consideration. If so requested by either during such period Purchaser elects to dispose of such records and documents, Purchaser shall give Seller sixty (60) days’ prior written notice, during which period Purchaser shall have the Seller or the Purchaser, the other party shall enter into a customary joint defense agreement with the Seller or the Purchaser with respect right to any information to be provided to take such party pursuant to this Section 10.3. All rights of access to information records and documents granted under this Section 10.3 are subject to restrictions on access to classified facilities and information imposed by Governmental Entities. Each party agrees that any investigation undertaken pursuant to the access granted under this Section 10.3 shall be conducted in such a manner as not to unreasonably interfere with the operation of the other party’s business. Notwithstanding anything to the contrary in this Agreement, neither party nor any of its respective Affiliates shall be required to provide access to or disclose information where such access or disclosure would jeopardize attorney-client privilege or contravene any Laws or Orderswithout further consideration.
Appears in 1 contract
Samples: Software Assets Purchase Agreement (Infinite Group Inc)
Records and Documents. Following (a) On or after the Initial Closing Date, the Seller shall grant to the Purchaser Buyer and its Representativesrepresentatives, at the Purchaser’s Buyer's reasonable request (subject to any limitations that are reasonably required to preserve any applicable privilege or Third Party confidentiality obligation)request, reasonable access through and under the supervision of an Authorized Seller Representative during normal business hours and under reasonable circumstances to, to and the right to make copies at the Purchaser’s Buyer's sole expense of, of those records Documents and documents Records in the Seller’s 's possession related to the Business, the Acquired Companies, the Acquired Purchased Assets or the Assumed Liabilities, including all records relating MOS 17 Operations and covering any period prior to the performance of the services and related charges under the Transition Services Agreement, Closing as may be reasonably necessary for the Purchaser’s operation purposes of facilitating Buyer's conduct of the Business MOS 17 Operations after each applicable the Closing. Following the Initial Closing Date, the Purchaser shall grant to the litigation (other than litigation involving Seller and (or its Representatives, at the Seller’s reasonable request (subject to any limitations that are reasonably required to preserve any applicable privilege or Third Party confidentiality obligationAffiliates), reasonable access through and under the supervision of Purchaser’s personnel during normal business hours and under reasonable circumstances to, and the right to make copies at the Seller’s sole expense of, those records and documents covering any period prior to each applicable Closing related to the Business, the Acquired Companies or the Acquired Assets as may be reasonably necessary for litigation), preparation of financial statements, Tax Returns and Tax Contests and/or audits or other valid business purposes. If ; provided, however, that the Purchaser elects to dispose disclosure of such Documents and Records does not, or would not (i) result in the loss by Seller or its Affiliates of the attorney-client privilege, the work product doctrine or any other judicially-recognized privilege, protection or immunity from disclosure, (ii) require disclosure of any Tax Return of such records within six (6) years after the Initial Closing Date, the Purchaser shall first give the Seller sixty (60) days’ written notice, during which period the Seller shall have the right to take such records without payment of consideration. If so requested by either the Seller or its Affiliates, or (iii) result in the Purchaser, the other party shall enter into a customary joint defense agreement with the breach of any confidentiality obligation to which Seller or any of its Affiliates is subject; provided, further, that in no event shall the Purchaser foregoing rights apply in connection with respect to any information to be provided to such party pursuant to this Section 10.3. All rights claims, litigation or other legal proceedings of access to information and documents granted under this Section 10.3 are subject to restrictions on access to classified facilities and information imposed by Governmental Entities. Each party agrees that any investigation undertaken pursuant to the access granted under this Section 10.3 shall be conducted in such a manner as not to unreasonably interfere with the operation of the other party’s businessBuyer (or its Affiliates) against Seller or its Affiliates. Notwithstanding anything to the contrary in this AgreementSection 10.2, neither party nor any of its respective Affiliates Seller shall not be required obligated to provide access to Documents and Records to Buyer or disclose information where its advisors or representatives in connection with Buyer's preparation for an initial public offering pursuant to this Section 10.2, and Seller and Buyer hereby acknowledge and agree that any access to Documents and Records in connection with Buyer's preparation for an initial public offering, if any, shall be governed by the Financial Statements Letter Agreement. If Seller elects to dispose of any such access or disclosure would jeopardize attorney-client privilege or contravene Documents and Records within six (6) years following the Closing Date, Seller shall first give Buyer sixty (60) days written notice, during which period Buyer shall have the right to take such Documents and Records without further consideration. The parties hereby acknowledge that this Section 10.2(a) shall not apply to any Laws or Orders.Documents and Records held by Motorola (together with its Affiliates), in its capacity as a customer of the MOS 17
Appears in 1 contract
Samples: Asset Purchase Agreement (Semiconductor Manufacturing International Corp)
Records and Documents. Following the Initial Closing Date, the Seller shall grant to the Purchaser and its Representativesshall, at or as promptly as reasonably possible after the Purchaser’s reasonable request (subject Closing, deliver to any limitations that are reasonably required to preserve any applicable privilege or Third Party confidentiality obligation), reasonable access through and under Purchaser the supervision originals of an Authorized Seller Representative during normal business hours and under reasonable circumstances to, and the right to make copies at the Purchaser’s sole expense of, those records and documents in the Seller’s 's possession related to the Business, the Acquired Companies, the Acquired Assets or the Assumed Liabilities, including all records in off-site storage relating to the performance Interests, including, but not limited to, land and lease files, division of the services interest computer printouts, contract files, well files and related charges under the Transition Services Agreementwell logs, as and accounting records. Seller may be reasonably necessary for the Purchaser’s operation of the Business after each applicable Closing. Following the Initial Closing Date, the Purchaser shall grant to the Seller and its Representativescopy, at its expense, any such records and documents prior to delivering them to Purchaser. SELLER SHALL HAVE NO OBLIGATION TO FURNISH PURCHASER ANY DATA OR INFORMATION WHICH SELLER IS RESTRICTED FROM PROVIDING BECAUSE OF OBLIGATIONS TO THIRD-PARTIES provided, however, that Seller shall identify any data or information withheld under this provision and the Seller’s basis for such withholding. Seller shall retain the right for seven years (7) from the Closing Date to access and copy such records and documents at all reasonable request (subject to any limitations that are reasonably required to preserve any applicable privilege or Third Party confidentiality obligation), reasonable access through and under the supervision of times during Purchaser’s personnel during 's normal business hours at Seller's sole risk and under expense upon giving Purchaser reasonable circumstances tonotice in writing of the date such access is required and upon nominating in such notice the names of the authorized representatives to whom such access is to be granted. This right shall survive termination of this Agreement and shall be binding on Purchaser's successors and assigns. Notwithstanding the foregoing, and should Purchaser wish to destroy any such records or documents prior to the right expiration of such seven (7) year retention period, it shall notify Seller in writing to make copies at such effect and, if Seller does not provide Purchaser with written notice within thirty (30) days of its receipt of Purchaser's notice that Purchaser should deliver such records or documents, or any portions thereof, to Seller, Purchaser may implement such destruction. The cost of delivering such documents shall be borne by the Seller’s sole expense of, those records and documents covering any period prior to each applicable Closing related to the Business, the Acquired Companies or the Acquired Assets as may be reasonably necessary for litigation, preparation of financial statements, Tax Returns and Tax Contests or other valid business purposes. If the Purchaser elects to dispose of any of such records within six (6) years after the Initial Closing Date, the Purchaser shall first give the Seller sixty (60) days’ written notice, during which period the Seller shall have the right to take such records without payment of consideration. If so requested by either the Seller or the Purchaser, the other party shall enter into a customary joint defense agreement with the Seller or the Purchaser with respect to any information to be provided to such party pursuant to this Section 10.3. All rights of access to information and documents granted under this Section 10.3 are subject to restrictions on access to classified facilities and information imposed by Governmental Entities. Each party agrees that any investigation undertaken pursuant to the access granted under this Section 10.3 shall be conducted in such a manner as not to unreasonably interfere with the operation of the other party’s business. Notwithstanding anything to the contrary in this Agreement, neither party nor any of its respective Affiliates shall be required to provide access to or disclose information where such access or disclosure would jeopardize attorney-client privilege or contravene any Laws or Orders.
Appears in 1 contract
Records and Documents. Following the Initial Closing Date, the Seller shall grant to the Purchaser and its Representatives, at the Purchaser’s reasonable request (subject to any limitations that are reasonably required to preserve any applicable privilege or Third Party confidentiality obligation), reasonable access through and under the supervision For a period of an Authorized Seller Representative during normal business hours and under reasonable circumstances to, and the right to make copies at the Purchaser’s sole expense of, those records and documents in the Seller’s possession related to the Business, the Acquired Companies, the Acquired Assets or the Assumed Liabilities, including all records relating to the performance of the services and related charges under the Transition Services Agreement, as may be reasonably necessary for the Purchaser’s operation of the Business after each applicable Closing. Following the Initial Closing Date, the Purchaser shall grant to the Seller and its Representatives, at the Seller’s reasonable request (subject to any limitations that are reasonably required to preserve any applicable privilege or Third Party confidentiality obligation), reasonable access through and under the supervision of Purchaser’s personnel during normal business hours and under reasonable circumstances to, and the right to make copies at the Seller’s sole expense of, those records and documents covering any period prior to each applicable Closing related to the Business, the Acquired Companies or the Acquired Assets as may be reasonably necessary for litigation, preparation of financial statements, Tax Returns and Tax Contests or other valid business purposes. If the Purchaser elects to dispose of any of such records within six (6) years after the Initial Closing, Seller and Purchaser agree that each of them shall provide the other party, at such other party’s request and expense, with access to (or copies thereof) and the right to make copies of those records and documents that exist as of the Closing DateDate solely to the extent related to the Purchased Assets, the possession of which is retained by them, as reasonably requested by Seller or Purchaser in connection with, among other things, any Actions by or against, or Tax audits against or governmental investigations of Seller or Purchaser or any of their Affiliates or in order to enable Seller or Purchaser to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby or for other legitimate business purposes with respect to the Purchased Assets; provided, however, that the foregoing shall first not require Seller or Purchaser to provide any such access or disclose any information (i) to the extent the provision of such access or such disclosure would contravene Applicable Law, or would result in a breach of a confidentiality or nondisclosure agreement, or would reasonably be expected to result in the loss of an attorney-client privilege held by Seller or Purchaser, in each case provided that the party withholding any information notifies the other in writing generally describing the withheld information and the reasons therefor) or (ii) if Seller and Purchaser are adverse parties in any legal proceeding and such information or assistance is reasonably pertinent thereto. If during such period Seller elects to dispose of such records and documents, Seller shall give the Seller Purchaser sixty (60) days’ prior written notice, during which period the Seller Purchaser shall have the right to take such records and documents without payment of further consideration. If so requested by either during such period Purchaser elects to dispose of such records and documents, Purchaser shall give Seller sixty (60) days’ prior written notice, during which period Purchaser shall have the Seller or the Purchaser, the other party shall enter into a customary joint defense agreement with the Seller or the Purchaser with respect right to any information to be provided to take such party pursuant to this Section 10.3. All rights of access to information records and documents granted under this Section 10.3 are subject to restrictions on access to classified facilities and information imposed by Governmental Entities. Each party agrees that any investigation undertaken pursuant to the access granted under this Section 10.3 shall be conducted in such a manner as not to unreasonably interfere with the operation of the other party’s business. Notwithstanding anything to the contrary in this Agreement, neither party nor any of its respective Affiliates shall be required to provide access to or disclose information where such access or disclosure would jeopardize attorney-client privilege or contravene any Laws or Orderswithout further consideration.
Appears in 1 contract
Records and Documents. Following For a period of three (3) years after the Initial Closing Date, the Seller shall grant to the Purchaser and its RepresentativesClosing, at the Purchaserother party’s reasonable request (subject request, each party shall provide the other party and its Representatives with access to any limitations that are reasonably required to preserve any applicable privilege or Third Party confidentiality obligation), reasonable access through and under the supervision of an Authorized Seller Representative during normal business hours and under reasonable circumstances to, and the right to make copies at the Purchaser’s sole expense of, of those records and documents in the Seller’s possession related to the Business, the Acquired Companies, the Acquired Assets Product Lines (possession of which is retained by a Seller Entity or the Assumed Liabilities, including all records relating transferred to the performance of the services and related charges under the Transition Services AgreementPurchaser as applicable), as may be reasonably necessary for the Purchaser’s operation of the Business after each applicable Closing. Following the Initial Closing Datein connection with any third party litigation, the Purchaser shall grant to the Seller and its Representatives, at the Seller’s reasonable request (subject to any limitations that are reasonably required to preserve any applicable privilege or Third Party confidentiality obligation), reasonable access through and under the supervision of Purchaser’s personnel during normal business hours and under reasonable circumstances to, and the right to make copies at the Seller’s sole expense of, those records and documents covering any period prior to each applicable Closing related to the Business, the Acquired Companies or the Acquired Assets as may be reasonably necessary for litigation, preparation of financial statements, any accounting or Tax Returns purposes, or the conduct of any audit or investigation by a Governmental Authority (excluding claims under this Agreement in which case the parties shall comply with Article 9 and Tax Contests Article 11, as applicable, instead of this Section 7.3); provided, however, that no party shall be required to violate any obligation of confidentiality to which such party or other valid business purposesany of its Affiliates is subject or to waive any privilege which any of them may possess in discharging its obligations pursuant to this Section 7.3; provided, further, however, that in any such case, each party shall, and shall cause its Affiliates and Representatives to, reasonably cooperate with the requesting party to implement alternative arrangements to permit the access contemplated hereby. If the Purchaser elects Thereafter, if it is proposed to destroy or dispose of any of such records within six books and records, to offer first in writing at least ninety (690) years after the Initial Closing Date, the Purchaser shall first give the Seller sixty (60) days’ written notice, during which period the Seller shall have the right days prior to take such records without payment of consideration. If so requested by either the Seller proposed destruction or the Purchaser, disposition to surrender them to the other party shall enter into a customary joint defense agreement with the Seller or the Purchaser with respect to any information to be provided to at such party pursuant to this Section 10.3. All rights of access to information and documents granted under this Section 10.3 are subject to restrictions on access to classified facilities and information imposed by Governmental Entities. Each party agrees that any investigation undertaken pursuant to the access granted under this Section 10.3 shall be conducted in such a manner as not to unreasonably interfere with the operation of the other party’s businesssole cost and expense. Notwithstanding anything The foregoing will not require any party to permit any inspection, or to disclose any information, that in its reasonable judgment, upon the contrary advice of outside counsel, constitutes a Trade Secret or is reasonably likely to result in this Agreementthe waiver of any attorney-client privilege. If at any time after the Closing, neither party nor any Seller Entity becomes aware that it or any of its respective Affiliates has in its or their possession any Books and Records, Seller shall be required promptly forward such Books and Records to provide access Purchaser. If, following the Closing, Purchaser contacts any Seller Entity to inquire as to whether any specific Books and Records are in the possession of Sellers or disclose information where their Affiliates, such access Seller Entity and Seller will use their good faith reasonable efforts to determine whether such Books and Records are in its possession or disclosure would jeopardize attorney-client privilege the possession of any of their Affiliates and, to the extent such Seller Entity or contravene Seller locate any Laws or Orderssuch Books and Records, Seller will promptly forward such Books and Records to Purchaser.
Appears in 1 contract
Samples: Asset Purchase Agreement (Merit Medical Systems Inc)
