Common use of The Seller’s Continuing Obligations Clause in Contracts

The Seller’s Continuing Obligations. Each Seller shall retain and not dispose of or destroy and make or procure to be made available to the Purchaser or their duly authorised agents and/or professional advisers on reasonable notice during normal business hours: 8.11.1 in each case for a period of one (1) year from Closing (or from the relevant Delayed Closing Date in respect of e-mails relating to a Delayed Business) all emails relating to that Seller’s Contributed Business (and shall permit the Purchaser to take copies thereof); 8.11.2 in each case for a period of 10 years from Closing (and, upon notice from the Purchaser between 9 and 10 years from Closing, for a further period of 5 years), all relevant books, accounts, other records and correspondence (except, in each case, emails) relating to that Seller’s Contributed Business which have not been, or to the extent they have not been, transferred to the Purchaser’s Group under this Agreement (and shall permit the Purchaser to take copies thereof), save as otherwise agreed by the parties in relation to any books and records (including but not limited to the content of any personnel files) relating to the employment of the Transferred Employees; 8.11.3 in each case for a period of 10 years from Closing (and, upon notice from the Purchaser between 9 and 10 years from Closing, for a further period of 5 years), reasonable access to employees of the relevant Seller’s Group who have knowledge relating to that Seller’s Contributed Business (including any inventor of the Products) for the purposes of the defence, prosecution or enforcement of any Intellectual Property Rights, or as required by Applicable Law or a Governmental Entity, provided that the Purchaser shall promptly reimburse the relevant Seller in relation to the provision of such access for (i) out of pocket expenses reasonably incurred by that Seller; and (ii) for the time of that employee of that Seller’s Group if it exceeds 25 man hours in aggregate per annum; and 8.11.4 in each case for a period of 3 years from Closing, each Seller shall make or procure to be made available to the Purchaser or their duly authorised agents on reasonable notice during normal business hours reasonable access to any employees of the relevant Seller’s Group who have knowledge relating to that Seller’s Contributed Business (including, for the avoidance of doubt and without limitation, any background information relating to the legal position of that Seller’s Contributed Business), to the extent that such employees are retained by the relevant Seller after Closing, to answer any questions other than those covered by clause 8.13.3 that the Purchaser may reasonably ask in relation to that Seller’s Contributed Business, provided that: (i) the Purchaser shall promptly reimburse the relevant Seller in relation to the provision of such access for the time of that employee of that Seller’s Group if it exceeds 25 man hours in aggregate per annum; (ii) a Seller shall have no obligations under this Clause where such access to employees of that Seller’s Group is prohibited under Applicable Law; (iii) the Purchaser shall have no access rights under this Clause to employees of the relevant Seller’s Group to the extent such access is prohibited by applicable anti-trust rules or any undertakings, contractual arrangements, or guidelines entered into or provided, with the aim of reasonably ensuring compliance with applicable anti-trust rules; and (iv) without prejudice to any indemnity provided by the relevant Seller to the Purchaser under this Agreement, no member of that Seller’s Group shall have any Liability to any member of the Purchaser’s Group in connection with the provision of any information by employees of that Seller’s Group pursuant to this Clause.

The Seller’s Continuing Obligations. Each 8.8.1 The Seller shall retain and not dispose of or destroy and make or procure to be made available to the Purchaser or their duly authorised agents and/or professional advisers on reasonable notice during normal business hours: 8.11.1 (i) in each case for a period of one (1) year from Closing (or from the relevant Delayed Closing Date in respect of e-mails emails relating to a Delayed Business) ), all emails relating to that Seller’s Contributed the Business (and shall permit the Purchaser to take copies thereof); 8.11.2 (ii) in each case for a period of 10 years from Closing (and, upon notice from the Purchaser between 9 and 10 years from Closing, for a further period of 5 years), all relevant books, accounts, other records and correspondence (except, in each case, emails) relating Exclusively Relating to that Seller’s Contributed the Business which have not been, or to the extent they have not been, transferred to the Purchaser’s Group under this Agreement (and shall permit the Purchaser to take copies thereof), save as otherwise agreed by the parties in relation to any books and records (including but not limited to the content of any personnel files) relating to the employment of the Transferred Employees; 8.11.3 (iii) in each case for a period of 10 years from Closing (and, upon notice from the Purchaser between 9 and 10 years from Closing, for a further period of 5 years), reasonable access to employees of the relevant Seller’s Group who have knowledge relating to that Seller’s Contributed Business any of the Products (including any inventor of the Products) for the purposes of the defence, prosecution or enforcement of any Business Product Intellectual Property Rights or Licensed Product Intellectual Property Rights, any actual or potential regulatory or safety investigation involving any of the Products, or as required by Applicable Law or a Governmental Entity, provided that the Purchaser shall promptly reimburse the relevant Seller in relation to the provision of such access for (i) out of pocket expenses reasonably incurred by that the Seller; and (ii) for the time of that employee of that the Seller’s Group if it exceeds 25 man hours in aggregate per annum; and 8.11.4 (iv) in each case for a period of 3 years from Closing, each the Seller shall make or procure to be made available to the Purchaser or their duly authorised agents on reasonable notice during normal business hours reasonable access to any employees of the relevant Seller’s Group who have knowledge relating to that Seller’s Contributed the Business (including, for the avoidance of doubt and without limitation, any background information relating to the legal position of that Seller’s Contributed Businessthe Products), to the extent that such employees are retained by the relevant Seller after Closing, to answer any questions other than those covered by clause 8.13.3 Clause (iii) that the Purchaser may reasonably ask in relation to that Seller’s Contributed the Business, provided that: (ia) the Purchaser shall promptly reimburse the relevant Seller in relation to the provision of such access for the time of that employee of that the Seller’s Group if to the extent it exceeds 25 man hours in aggregate per annum; (iib) a the Seller shall have no obligations under this Clause 8.8.1(iv) where such access to employees of that the Seller’s Group is prohibited under Applicable Law; (iiic) the Purchaser shall have no access rights under this Clause 8.8.1(iv) to employees of the relevant Seller’s Group to the extent that such access is prohibited by applicable anti-trust antitrust rules or any undertakings, contractual arrangements, arrangements or guidelines entered into or provided, provided with the aim of reasonably ensuring compliance with applicable anti-trust antitrust rules; and (ivd) without prejudice to any indemnity provided by the relevant Seller to the Purchaser under this Agreement, no member of that the Seller’s Group shall have any Liability to any member of the Purchaser’s Group in connection with the provision of any information by employees of that the Seller’s Group pursuant to this ClauseClause 8.8.1(iv). 8.8.2 to the extent and for so long as required by, or to the extent and for so long as required in order to perform any obligations under, any Ancillary Agreement or Applicable Law, or where otherwise agreed between the parties, the Seller shall be entitled to retain the original or a copy of any book, ledger, file, report, plan record, manual or other material (in any form or medium) which would otherwise transfer to the Purchaser under this Agreement, provided that: (i) any copy or original retained is treated as strictly confidential in accordance with Clause 13.2; (ii) in the case of retained originals, a copy of such book, ledger, file, report, plan, record, manual or other material is provided to the Purchaser; (iii) upon reasonable notice by the Purchaser, the Seller shall provide access to such retained book, ledger, file, report, plan, record, manual or other material in accordance with Clause 8.8.1(ii); and (iv) upon expiry of the relevant obligation under the applicable Ancillary Agreement the Seller is entitled to retain a copy of any such book, ledger, file, report, plan, record, manual or other material to comply with Applicable Law but shall transfer the original to the Purchaser.

The Seller’s Continuing Obligations. Each The Seller shall retain and not dispose of or destroy and make or procure to be made available to the Purchaser or their duly authorised agents and/or professional advisers on reasonable notice during normal business hours: 8.11.1 8.13.1 in each case for a period of one (1) year from Closing (or from the relevant Delayed Closing Date in respect of e-mails emails relating to a Delayed Business) ), all emails relating to that Seller’s Contributed Business the Vaccines Group which have not been transferred to the Purchaser under this Agreement (and shall permit the Purchaser to take copies thereof); 8.11.2 8.13.2 in each case for a period of 10 years from Closing (and, upon notice from the Purchaser between 9 and 10 years from Closing, for a further period of 5 years), all relevant books, accounts, other records and correspondence (except, in each case, emails) relating to that Seller’s Contributed Business the Vaccines Group which have not been, or to the extent they have not been, transferred to the Purchaser’s Group Purchaser under this Agreement (and shall permit the Purchaser to take copies thereof), save as otherwise agreed by the parties in relation to any books and records (including but not limited to the content of any personnel files) relating to the employment of the Transferred Employees; 8.11.3 8.13.3 in each case for a period of 10 years from Closing (and, upon notice from the Purchaser between 9 and 10 years from Closing, for a further period of 5 years), reasonable access to employees of the relevant Seller’s Group who have knowledge relating to that Seller’s Contributed Business any of the Products (including any inventor of the Products) for the purposes of the defence, prosecution or enforcement of any Vaccines Group Intellectual Property Rights, any actual or potential regulatory or safety investigation involving any of the Products, or as required by Applicable Law or a Governmental Entity, provided that the Purchaser shall promptly reimburse the relevant Seller in relation to the provision of such access for (i) out of pocket expenses reasonably incurred by that the Seller; and (ii) for the time of that employee of that the Seller’s Group if it exceeds 25 man hours in aggregate per annum; and 8.11.4 8.13.4 in each case for a period of 3 years from Closing, each the Seller shall make or procure to be made available to the Purchaser or their duly authorised agents on reasonable notice during normal business hours reasonable access to any employees of the relevant Seller’s Group who have knowledge relating to that Seller’s Contributed Business the Vaccines Group (including, for the avoidance of doubt and without limitation, any background information relating to the legal position of that Seller’s Contributed Businessthe Vaccines Group and the Products), to the extent that such employees are retained by the relevant Seller after Closing, to answer any questions other than those covered by clause Clause 8.13.3 that the Purchaser may reasonably ask in relation to that Seller’s Contributed Businessthe Vaccines Group, provided that: (i) the Purchaser shall promptly reimburse the relevant Seller in relation to the provision of such access for the time of that employee of that the Seller’s Group if to the extent it exceeds 25 man hours in aggregate per annum; (ii) a the Seller shall have no obligations under this Clause 8.13.4 where such access to employees of that the Seller’s Group is prohibited under Applicable Law; (iii) the Purchaser shall have no access rights under this Clause 8.13.4 to employees of the relevant Seller’s Group to the extent such access is prohibited by applicable anti-trust rules or any undertakings, contractual arrangements, or guidelines entered into or provided, with the aim of reasonably ensuring compliance with applicable anti-trust rules; and (iv) without prejudice to any indemnity provided by the relevant Seller to the Purchaser under this Agreement, no member of that the Seller’s Group shall have any Liability to any member of the Purchaser’s Group in connection with the provision of any information by employees of that the Seller’s Group pursuant to this ClauseClause 8.13.4.

The Seller’s Continuing Obligations. Each 8.10.1 The Seller shall, and shall retain and not dispose of or destroy and make or procure to be made available to that the Purchaser or their duly authorised agents and/or professional advisers on reasonable notice during normal business hours: 8.11.1 in each case for a period of one (1) year from Closing (or from the relevant Delayed Closing Date in respect of e-mails relating to a Delayed Business) all emails relating to that Seller’s Contributed Business (and shall permit the Purchaser to take copies thereof); 8.11.2 in each case Affiliates shall, retain for a period of 10 years from Closing (and, upon notice from the Purchaser between 9 and 10 years from Closing, for a further period and not dispose of 5 years)or destroy, all relevant books, accounts, other records and correspondence (except, the Business Information in each case, emails) relating to that the possession of the Seller or the Seller’s Contributed Business which have not been, or to the extent they have not been, transferred to the Purchaser’s Group under this Agreement (and shall permit the Purchaser to take copies thereof), save as otherwise agreed by the parties in relation to any books and records (including but not limited to the content of any personnel files) Affiliates relating to the employment of Business which were not delivered to the Transferred Employees;Purchaser on Closing. 8.11.3 in each case for 8.10.2 For a period of 10 years from Closing (andClosing, upon the Seller shall, or shall procure that the Seller’s Affiliates shall, on reasonable notice from the Purchaser between 9 and 10 years from Closingduring ordinary business hours: (i) make available to the Purchaser all relevant books, for a further period records and documents in the possession of 5 yearsthe Seller or the Seller’s Affiliates and relating to the Business prior to Closing (other than any Tax Return of any member of the Seller’s Group) which were not delivered to the Purchaser on Closing (including the right to take copies thereof at the Purchaser’s expense); and (ii) allow reasonable access, reasonable access to the extent the Purchaser reasonably requires, to employees of the relevant Seller’s Group who have relevant knowledge relating to that Seller’s Contributed Business (including of any inventor of the Products) for the purposes of the defence, prosecution or enforcement of any Intellectual Property Rights, or as required by Applicable Law or a Governmental EntityBusiness, provided that the Purchaser shall promptly reimburse the Seller and any relevant Seller’s Affiliate for any expenses incurred by the Seller in relation or any such Seller’s Affiliate. 8.10.3 Following Closing, the Seller shall, and shall procure that the Seller’s Affiliates shall, pass on to the provision Purchaser all notices, correspondence, information, orders and enquiries to the extent that they relate to the Business received by any member of such access for (i) out of pocket expenses reasonably incurred by that Seller; and (ii) for the time of that employee of that Seller’s Group if it exceeds 25 man hours in aggregate per annum; and 8.11.4 in each case for a period of 3 10 years from Closing, each Seller shall make or procure to be made available to the Purchaser or their duly authorised agents on reasonable notice during normal business hours reasonable access to any employees of the relevant Seller’s Group who have knowledge relating to that Seller’s Contributed Business (including, for the avoidance of doubt and without limitation, any background information relating to the legal position of that Seller’s Contributed Business), to the extent that such employees are retained by the relevant Seller after Closing, to answer any questions other than those covered by clause 8.13.3 that the Purchaser may reasonably ask in relation to that Seller’s Contributed Business, provided that: (i) the Purchaser shall promptly reimburse the relevant Seller in relation to the provision of such access for the time of that employee of that Seller’s Group if it exceeds 25 man hours in aggregate per annum; (ii) a Seller shall have no obligations under this Clause where such access to employees of that Seller’s Group is prohibited under Applicable Law; (iii) the Purchaser shall have no access rights under this Clause to employees of the relevant Seller’s Group to the extent such access is prohibited by applicable anti-trust rules or any undertakings, contractual arrangements, or guidelines entered into or provided, with the aim of reasonably ensuring compliance with applicable anti-trust rules; and (iv) without prejudice to any indemnity provided by the relevant Seller to the Purchaser under this Agreement, no member of that Seller’s Group shall have any Liability to any member of the Purchaser’s Group in connection with the provision of any information by employees of that Seller’s Group pursuant to this Clause.