Seller Access. From and after the Closing, the Buyer shall afford the Parent and its designees and representatives reasonable access to the books, records (including accountants’ work papers) and employees of the Company and the Seller Entities, in each case, solely to the extent the Parent reasonably needs (a) to comply with reporting, disclosure, filing or other requirements imposed on the Parent by a Governmental Authority, (ii) for use in any Tax audits or litigation in which the Parent is a party (it being understood for the avoidance of doubt that information sharing with respect to any litigation to which the Parent is a party shall be subject to Article 11), or (iii) to comply with the Parent’s obligations under this Agreement; provided, however, that as a condition to providing such access, the Parent and its representatives shall agree to enter into a confidentiality agreement in form and substance reasonably satisfactory to Buyer. Unless otherwise consented to in writing by the Parent, none of Buyer, Buyer Parent, the Company or any Seller Entity shall, for a period of six years after the Closing Date, destroy, alter or otherwise dispose of any of the books and records without first offering to surrender to the Sellers such books and records or any portion thereof which such party may intend to destroy, alter or otherwise dispose of.
Seller Access. Buyer will permit Seller and its representatives, at reasonable times, upon reasonable notice and in a manner so as to minimize any disruption to the normal business operations of the Business, reasonable access to books, records, contracts, Tax Records, and documents of or pertaining to the Business as may be necessary to enable Seller to prepare Tax Returns or reports for or on behalf of Seller or to prepare or respond to any Tax audit, to demonstrate its loss experience with respect to property and casualty, general liability, worker's compensation and benefits claims for insurance purposes, to prepare or audit financial statements.
Seller Access. Seller shall be provided measurement information, including access to Buyer's measuring facilities' data transmission signal.
Seller Access. In the event of an actual or potential Claim (other than a Tax Claim), the Buyer or Ardutch (in respect of a Claim against Whirlpool) or Whirlpool (in respect of a Claim against Ardutch) shall, subject to the relevant Seller giving such undertakings as to confidentiality as the Buyer or Ardutch or Whirlpool (as applicable) may reasonably request, procure that Ardutch (in respect of a Claim against Ardutch) or Whirlpool (in respect of a Claim against Whirlpool) and its Representatives are provided, upon reasonable notice and during Working Hours, with all such assistance, documentation, information and access to such information, records, premises and personnel of the relevant Group Companies as they may reasonably request (but excluding anything which is subject to legal privilege or any confidentiality obligations that are binding on, as the case may be, the Buyer (or any other member of the Buyer Group) or the relevant Seller (or any other member of its Seller Group)) to investigate, avoid, remedy, dispute, resist, appeal, compromise or contest such Claim and shall permit the relevant Seller and its Representatives to make copies of such documentation and information to the extent relevant to the Claim.
Seller Access. For a period of five (5) years from the Closing Date, the Purchasers will afford to the Sellers, Clariant Corp. and their respective advisors and Representatives access, upon reasonable advance notice, subject to there being no material disruption to the business of the Purchasers and the Group Entities, and only during the operational business hours of the Purchasers and the Group Entities, to books and records, as well as to other information, management, employees and auditors of the Group Entities as long as and to the extent reasonable and necessary to the Sellers and Clariant Corp. in connection with any audit or investigation, dispute or litigation or any other reasonable business purpose of the Sellers to be evidenced by the Sellers, in connection only with the Group Entities, other than in the context or preparation of litigation or arbitration proceedings or any other Proceedings against the Purchasers, their Affiliates or Representatives. To the extent that a Seller or Clariant Corp. in such context reasonably require original documents, the Purchasers shall forward such books and records, or cause that such books and records be forwarded, at such Seller's or Clariant Corp.'s expense to the Seller or Clariant Corp., respectively, and such Seller or Clariant Corp. shall return such books and records promptly after the respective requirement to be in possession of original documents no longer applies.
Seller Access. Seller shall have the right for a period of the longer of two (2) years following the Closing Date or the applicable statute of limitations to have reasonable access to such books, records and accounts, correspondence, minutes, production records, employment records and other similar information as are transferred to Purchaser pursuant to the terms of this Agreement for the limited purposes of concluding its involvement in the Business after the Closing Date and obtaining information reasonably necessary in connection with any tax matters, FDA matters or regulatory matters.
Seller Access. 6.1 The Buyer undertakes to procure (or, in the case of any working papers of the auditors of any Group Member, to use its reasonable endeavours to procure) that, for a period of seven years after Completion, the Seller, its Affiliates and each of their respective duly authorised agents (including the Seller’s and its Affiliates’ respective accountants and other professional advisors), are afforded such reasonable access (upon reasonable notice, during normal business hours and subject to appropriate confidentiality undertakings) to the books, accounts, working papers and records and other financial information of each Group Member as each of them may reasonably require:
Seller Access. Buyer shall, and shall cause the Acquired Companies to, until the seventh anniversary of the Closing Date, retain all Books and Records in existence on the Closing Date. In addition to and not in limitation of the provisions set forth in Article 2 and Section 6.13, for a period of seven years after the Closing Date, Buyer shall, subject to the Access Limitations, provide Seller and its Representatives reasonable access to all of the Books and Records in connection with any reasonable business purpose to the extent that such access may reasonably be required in connection with matters relating to or affected by the operations of the Acquired Companies prior to the Closing Date, including the preparation of Seller’s or its equity holders’ financial reports or Tax Returns for Pre-Closing Tax Periods, any Tax audits with respect to Pre-Closing Tax Periods, the defense or prosecution of Actions and any other reasonable need of Seller to consult such Books and Records; provided, however, that the foregoing shall not require Buyer or any of its Subsidiaries to disclose any information pertaining to Buyer or its Affiliates other than the Acquired Companies or their Subsidiaries, or any Tax information pertaining to a period other than a Pre-Closing Tax Period or the pre-Closing portions of a Straddle Period. All requests for access and information made pursuant to this Section 6.10(a) shall be initially directed to the Person set forth in Section 6.10(a) of the Buyer Disclosure Schedule, which Person may be replaced by Buyer at any time by providing written notice to Seller, and all such access and information shall be governed by the terms of Section 6.6. In addition, if at any time after the Closing, Buyer or any of its Subsidiaries (including, for the avoidance of doubt, the Acquired Companies), shall desire to dispose of any of such Books and Records prior to the expiration of such seven-year period, Buyer shall, prior to such disposition, give Seller a reasonable opportunity, at Seller’s cost and expense, to segregate and remove such Books and Records as Seller may select.
Seller Access. Seller, its agent or consultant shall be granted reasonable access to the Terminal Site during normal business hours at no cost to Seller in order to accomplish its obligations under Section 4. Seller shall fully cooperate with Buyer and shall minimize any interference in Buyer's normal business while accessing the Terminal Site. Buyer shall execute and record an access agreement in the form of Exhibit G Seller shall uses its best efforts to minimize interference with Buyer's operations during any remediation or investigation of the Terminal Site by Seller.
Seller Access. From and after the date on which Seller receives a Buyer Earn Out Statement for a particular Earn Out Year until the date on which the Earn Out Payment for such Earn Out Year is finally determined or agreed pursuant to this Section 2.6, upon reasonable advance notice and in a manner so as to not unreasonably interfere with the normal business operations of Buyer and its Affiliates, Buyer shall (and shall cause each of its applicable Affiliates to) provide to Seller and Seller’s Affiliates and advisors (and each of their respective authorized representatives) during normal business hours access to the books and records of Buyer and its Affiliates (and Seller and Seller’s Affiliates and advisors (and each of their respective authorized representatives) shall be permitted to make copies of such books and records) and to Buyer’s and its applicable Affiliates’ respective personnel and accountants for the purposes of reviewing the Buyer Earn Out Statement and Buyer Calculated Earn Out Payment.
