Common use of Transfer of Documentation Clause in Contracts

Transfer of Documentation. (1) On the Closing Date, the Vendor shall deliver, and shall cause to be delivered, to the Purchaser all documents (except, in the case of those required by Applicable Law to be retained by the Vendor, copies thereof) and other data, technical or otherwise, which are owned by the Vendor at the Closing Date, relating to the Purchased Assets. The Purchaser shall preserve all those documents delivered to it in accordance with the Purchaser’s document retention procedures or for such longer period as is required by Applicable Law. The Purchaser shall permit the Vendor and its authorized Representatives reasonable access to those documents while they are in the Purchaser’s possession or control solely to the extent that access is required by the Vendor to perform its obligations under this Agreement or under Applicable Law, but the Purchaser shall not be responsible or liable to the Vendor for, or as a result of, any loss or destruction of or damage to any such documents and other data unless that destruction, loss or damage is caused by the Purchaser’s negligence or wilful misconduct. The Vendor shall be responsible for all reasonable out-of-pocket costs and expenses incurred, directly or indirectly, by the Purchaser in connection with any access contemplated by this Section 6.1(1). (2) Notwithstanding Section 6.1(1), the Vendor shall be entitled to retain copies of any documents or other data delivered to the Purchaser pursuant to Section 6.1(1) provided that those documents or data are reasonably required and only used or relied on by the Vendor to perform its obligations under this Agreement or under Applicable Law. The Vendor shall retain any documents or data which relate to the Purchased Assets and which are retained by the Vendor pursuant to this Section 6.1(2) in strict confidence and shall not use or otherwise disclose the data or information contained therein except as permitted by Section 8.1(3).

Transfer of Documentation. (1) On the Closing Date, the Vendor shall deliver, and shall cause to be delivered, to the Purchaser or make available to the Purchaser at the Leased Real Property, the Books and Records and all documents (except, except in the case of those required by Applicable Law to be retained by the Vendor, copies thereof) and other data, technical or otherwise, which are owned by the Vendor Corporation at the Closing Date, relating to the Purchased Corporation, the Business and the Assets. The Purchaser shall preserve all those documents delivered to it in accordance with for the Purchaser’s document retention procedures or for such longer of six years and the period as is required by Applicable Law. The Purchaser shall permit the Vendor and its authorized Representatives with reasonable access to those documents while they are in the Purchaser’s or the Corporation’s possession or control solely to the extent that access is required by the Vendor to perform its obligations under this Agreement or under Applicable Law, but the Purchaser shall not be responsible or liable to the Vendor for, or as a result of, any loss or destruction of or damage to any such documents and other data unless that destruction, loss or damage is caused by the Purchaser’s gross negligence or wilful misconduct. The Vendor shall be responsible for all reasonable out-of-pocket costs and expenses expenses, incurred, directly or indirectly, by the Purchaser in connection with any access contemplated by this Section 6.1(15.2(1). (2) Notwithstanding Section 6.1(15.2(1), the Vendor shall be entitled to retain copies of any documents or other data delivered to the Purchaser pursuant to Section 6.1(15.2(1) provided that those documents or data are reasonably required and only used or relied on by the Vendor to perform its obligations under this Agreement or under Applicable Law. The Vendor shall retain any documents or data which relate to the Purchased Assets Business and which are retained by the Vendor pursuant to this Section 6.1(25.2(2) in strict confidence and shall not use or otherwise disclose the data or information contained therein except as permitted by in accordance with Section 8.1(3)10.1.

Transfer of Documentation. (1) On the Closing Date, the Vendor shall deliver, and shall cause to be delivered, to Purchaser or make available to it the Purchaser Books and Records and all documents (except, except in the case of those required by Applicable Law to be retained by the Vendor, copies thereof) and other data, technical or otherwise, which are owned by the Vendor at the Closing Date, relating to the Purchased AssetsTarget Entities, the Business or the Assets and are requested by Purchaser or are required for the operation of the Business, or is as contemplated in the Transition Services Agreement. The To the extent not delivered at Closing, Vendor shall deliver such Books and Records, or copies thereof, to the Purchaser within a reasonable time following Closing. Purchaser shall preserve all those documents delivered to it in accordance with the Purchaser’s document retention procedures procedures, or for such longer period as is required by Applicable Law. The Purchaser shall permit the Vendor and or its authorized Representatives reasonable access to those documents while they are in the Purchaser’s possession or control solely to the extent that access is required by the Vendor operate its business after Closing to perform its their obligations under this Agreement or under Applicable Law, or under the Transition Service Agreement but the Purchaser shall not be responsible or liable to the Vendor for, or as a result of, any loss or destruction of or damage to any such documents and other data unless that destruction, loss or damage is caused by the Purchaser’s negligence or wilful misconduct. The Vendor shall be responsible for all reasonable out-of-pocket costs and expenses expenses, incurred, directly or indirectly, by the Purchaser in connection with any access contemplated by this Section 6.1(17.2(1). (2) Notwithstanding Section 6.1(17.2(1), Vendor and their respective Affiliates shall have the Vendor shall be entitled right to retain (a) copies of any all Books and Records and all Tax Returns and other information and documents relating to Tax matters of the Target Entities, in each case, relating to periods ending on or other data delivered prior to the Purchaser Closing Date (i) relating to information (including employment and medical records) regarding the Employees unless otherwise prohibited by Applicable Law, (ii) as required by any legal or regulatory authority, including any Applicable Law or regulatory request (iii) as may be necessary Vendor and their respective Affiliates to perform their respective obligations pursuant to Section 6.1(1this Agreement and the other documents related to the Transactions, in each case subject to compliance in all material respects with Applicable Law or, (iv) provided as may be reasonably necessary for Vendor and their respective Affiliates to carry out their respective businesses, and (b) the Data Room and all materials therein and all Books and Records prepared in connection with the Transactions, including (i) any Books and Records that those documents or data are reasonably required and only used or relied on by may be relevant in connection with the Vendor to perform its obligations defense of disputes arising under this Agreement or under other documents related to the Transactions, or (ii) financial information and all other accounting Books and Records prepared or used in connection with the preparation of financial statements of any of Vendor or the Target Entitles. From and after the Closing Date, Purchaser shall preserve and keep for a period of at least six years (or, for Tax purposes, if later, until notice is received from Vendor of the expiration of the applicable statute of limitations) all Books and Records relating to the operation of the Target Entities prior to the Closing Date, including all Tax Returns and other information and documents relating to Tax matters, and shall comply in all material respects with all Applicable Law, including the Tax Act, relating to the preservation and retention of such Books and Records. The After six year period or receipt of notice of expiration from Vendor, as applicable, before Purchaser may dispose of any of such Books and Records, Purchaser shall give Vendor at least ninety (90) days; prior notice of such intent, and Vendor shall be given an opportunity, at its own cost and expense, to remove and retain copies of all or any party of such Books and Records as Vendor may select. Notwithstanding the foregoing, Purchaser agrees that it shall preserve and keep all Books and Records relating to any proceeding, action, claim, suit, investigation or inquiry instituted by or before any Governmental Authority (whether before or after the Closing Date) that may concern matters occurring prior to the Closing without regard to the time limitations set for in this Section 7.2(2). (3) Vendor shall retain any documents or data which relate to the Purchased Assets Business and which are retained by the Vendor pursuant to this Section 6.1(27.2(2) in strict confidence and shall not use or otherwise disclose the data or information contained therein except as permitted by Section 8.1(311.1(3).

Transfer of Documentation. (1) On the Closing Date, the Vendor shall deliver, and shall cause to be delivered, to Purchaser or make available to it the Purchaser Books and Records and all documents (except, except in the case of those required by Applicable Law to be retained by the Vendor, copies thereof) and other data, technical or otherwise, which are owned by the Vendor at the Closing Date, relating to the Purchased AssetsTarget Entities, the Business or the Assets and are requested by Purchaser or are required for the operation of the Business, or is as contemplated in the Transition Services Agreement. The To the extent not delivered at Closing, Vendor shall deliver such Books and Records, or copies thereof, to the Purchaser within a reasonable time following Closing. Purchaser shall preserve all those documents delivered to it in accordance with the Purchaser’s document retention procedures procedures, or for such longer period as is required by Applicable Law. The Purchaser shall permit the Vendor and or its authorized Representatives reasonable access to those documents while they are in the Purchaser’s possession or control solely to the extent that access is required by the Vendor operate its business after Closing to perform its their obligations under this Agreement or under Applicable Law, or under the Transition Service Agreement but the Purchaser shall not be responsible or liable to the Vendor for, or as a result of, any loss or destruction of or damage to any such documents and other data unless that destruction, loss or damage is caused by the Purchaser’s negligence or wilful misconduct. The Vendor shall be responsible for all reasonable out-of-pocket costs and expenses expenses, incurred, directly or indirectly, by the Purchaser in connection with any access contemplated by this Section 6.1(17.2(1). (2) Notwithstanding Section 6.1(17.2(1), Vendor and their respective Affiliates shall have the Vendor shall be entitled right to retain (a) copies of any all Books and Records and all Tax Returns and other information and documents relating to Tax matters of the Target Entities, in each case, relating to periods ending on or other data delivered prior to the Purchaser Closing Date (i) relating to information (including employment and medical records) regarding the Employees unless otherwise prohibited by Applicable Law, (ii) as required by any legal or regulatory authority, including any Applicable Law or regulatory request (iii) as may be necessary Vendor and their respective Affiliates to perform their respective obligations pursuant to Section 6.1(1this Agreement and the other documents related to the Transactions, in each case subject to compliance in all material respects with Applicable Law or, (iv) provided as may be reasonably necessary for Vendor and their respective Affiliates to carry out their respective businesses, and (b) the Data Room and all materials therein and all Books and Records prepared in connection with the Transactions, including (i) any Books and Records that those documents or data are reasonably required and only used or relied on by may be relevant in connection with the Vendor to perform its obligations defense of disputes arising under this Agreement or under other documents related to the Transactions, or (ii) financial information and all other accounting Books and Records prepared or used in connection with the preparation of financial statements of any of Vendor or the Target Entitles. From and after the Closing Date, Purchaser shall preserve and keep for a period of at least six years (or, for Tax purposes, if later, until notice is received from Vendor of the expiration of the applicable statute of limitations) all Books and Records relating to the operation of the Target Entities prior to the Closing Date, including all Tax Returns and other information and documents relating to Tax matters, and shall comply in all material respects with all Applicable Law, including the Tax Act, relating to the preservation and retention of such Books and Records. The After six year period or receipt of notice of expiration from Vendor, as applicable, before Purchaser may dispose of any of such Books and Records, Purchaser shall give Vendor at least ninety (90) days; prior notice of such intent, and Vendor shall be given an opportunity, at its own cost and expense, to remove and retain copies of all or any party of such Books and Records as Vendor may select. Notwithstanding the foregoing, Xxxxxxxxx agrees that it shall preserve and keep all Books and Records relating to any proceeding, action, claim, suit, investigation or inquiry instituted by or before any Governmental Authority (whether before or after the Closing Date) that may concern matters occurring prior to the Closing without regard to the time limitations set for in this Section 7.2(2). (3) Vendor shall retain any documents or data which relate to the Purchased Assets Business and which are retained by the Vendor pursuant to this Section 6.1(27.2(2) in strict confidence and shall not use or otherwise disclose the data or information contained therein except as permitted by Section 8.1(311.1(3).

Transfer of Documentation. (1) On the Closing Date, the Vendor shall deliver, and shall cause to be delivered, to the Purchaser or make available to it at the Subsidiaries’ premises the Books and Records and all documents (except, in the case of those required by Applicable Law to be retained by the Vendor, copies thereof) and other data, technical or otherwise, which are owned by the Vendor at the Closing Date, relating to the Purchased Subsidiaries, the Business or the Assets. The Purchaser shall preserve all those documents delivered to it in accordance with the Purchaser’s document retention procedures procedures, or for such longer period as is required by Applicable Law. The Purchaser shall permit the Vendor and its or their authorized Representatives reasonable access to those documents while they are in the Purchaser’s possession or control solely to the extent that access is required by the Vendor to perform its their obligations under this Agreement or under Applicable Law, but the Purchaser shall not be responsible or liable to the Vendor for, or as a result of, any loss or destruction of or damage to any such documents and other data unless that destruction, loss or damage is caused by the Purchaser’s negligence or wilful misconduct. The Vendor shall be responsible for all reasonable out-of-pocket costs and expenses incurred, directly or indirectly, by the Purchaser in connection with any access contemplated by this Section 6.1(16.2(1). (2) Notwithstanding Section 6.1(16.2(1), the Vendor shall be entitled to retain copies of any documents or other data delivered to the Purchaser pursuant to Section 6.1(16.2(1) provided that those documents or data are reasonably required and only used or relied on by the Vendor to perform its obligations under this Agreement or under Applicable Law. The Vendor shall retain any documents or data which relate to the Purchased Assets Business and which are retained by the Vendor pursuant to this Section 6.1(26.2(2) in strict confidence and shall not use or otherwise disclose the data or information contained therein except as permitted by Section 8.1(39.1(3).

Transfer of Documentation. (1) On the Closing Date, the Vendor shall deliver, and shall cause to be delivered, to the Purchaser the Books and Records and all documents (except, in the case of those required by Applicable Law to be retained by the Vendor, copies thereof) and other data, technical or otherwise, which are owned by the Vendor at the Closing Date, relating to the Ehave Connect Business or the Purchased Assets. The Purchaser shall preserve all those documents delivered to it in accordance with the Purchaser’s document retention procedures or for such longer period as is required by Applicable Law. The Purchaser shall permit the Vendor and its authorized Representatives reasonable access to those documents while they are in the Purchaser’s possession or control solely to the extent that access is required by the Vendor to perform its obligations under this Agreement or under Applicable Law, but the Purchaser shall not be responsible or liable to the Vendor for, or as a result of, any loss or destruction of or damage to any such documents and other data unless that destruction, loss or damage is caused by the Purchaser’s negligence or wilful misconduct. The Vendor shall be responsible for all reasonable out-of-pocket costs and expenses incurred, directly or indirectly, by the Purchaser in connection with any access contemplated by this Section 6.1(16.2(1). (2) Notwithstanding Section 6.1(16.2(1), the Vendor shall be entitled to retain copies of any documents or other data delivered to the Purchaser pursuant to Section 6.1(16.2(1) provided that those documents or data are reasonably required and only used or relied on by the Vendor to perform its obligations under this Agreement or under Applicable Law. The Vendor shall retain any documents or data which relate to the Purchased Assets Ehave Connect Business and which are retained by the Vendor pursuant to this Section 6.1(26.2(2) in strict confidence and shall not use or otherwise disclose the data or information contained therein except as permitted by Section 8.1(3)the Non-Disclosure Agreement.

Transfer of Documentation. (1) On the Closing Date, the Vendor shall deliver, and shall cause to be delivered, to the Purchaser all documents (except, in the case of those required by Applicable Law to be retained by the Vendor, copies thereof) and other data, technical or otherwise, which are owned by the Vendor at the Closing Date, relating to the Purchased Assets. The Purchaser shall preserve all those documents delivered to it in accordance with the Purchaser’s 's document retention procedures or for such longer period as is required by Applicable Law. The Purchaser shall permit the Vendor and its authorized Representatives reasonable access to those documents while they are in the Purchaser’s 's possession or control solely to the extent that access is required by the Vendor to perform its obligations under this Agreement or under Applicable Law, but the Purchaser shall not be responsible or liable to the Vendor for, or as a result of, any loss or destruction of or damage to any such documents and other data unless that destruction, loss or damage is caused by the Purchaser’s 's negligence or wilful misconduct. The Vendor shall be responsible for all reasonable out-of-pocket costs and expenses incurred, directly or indirectly, by the Purchaser in connection with any access contemplated by this Section 6.1(1). (2) Notwithstanding Section 6.1(1), the Vendor shall be entitled to retain copies of any documents or other data delivered to the Purchaser pursuant to Section 6.1(1) provided that those documents or data are reasonably required and only used or relied on by the Vendor to perform its obligations under this Agreement or under Applicable Law. The Vendor shall retain any documents or data which relate to the Purchased Assets and which are retained by the Vendor pursuant to this Section 6.1(2) in strict confidence and shall not use or otherwise disclose the data or information contained therein except as permitted by Section 8.1(3).

Transfer of Documentation. (1) On the Closing Date, the Vendor shall deliver, and shall cause to be delivered, to the Purchaser the Books and Records and all documents (except, in the case of those required by Applicable Law to be retained by the Vendor, copies thereof) and other data, technical or otherwise, which are owned by the Vendor at the Closing Date, relating to the Cylix Business or the Purchased Assets. The Purchaser shall preserve all those documents delivered to it in accordance with the Purchaser’s document retention procedures or for such longer period as is required by Applicable Law. The Purchaser shall permit the Vendor and its authorized Representatives reasonable access to those documents while they are in the Purchaser’s possession or control solely to the extent that access is required by the Vendor to perform its obligations under this Agreement or under Applicable Law, but the Purchaser shall not be responsible or liable to the Vendor for, or as a result of, any loss or destruction of or damage to any such documents and other data unless that destruction, loss or damage is caused by the Purchaser’s negligence or wilful misconduct. The Vendor shall be responsible for all reasonable out-of-pocket costs and expenses incurred, directly or indirectly, by the Purchaser in connection with any access contemplated by this Section 6.1(16.2(1). (2) Notwithstanding Section 6.1(16.2(1), the Vendor shall be entitled to retain copies of any documents or other data delivered to the Purchaser pursuant to Section 6.1(16.2(1) provided that those documents or data are reasonably required and only used or relied on by the Vendor to perform its obligations under this Agreement or under Applicable Law. The Vendor shall retain any documents or data which relate to the Purchased Assets Cylix Business and which are retained by the Vendor pursuant to this Section 6.1(26.2(2) in strict confidence and shall not use or otherwise disclose the data or information contained therein except as permitted by Section 8.1(3)therein.

Transfer of Documentation. (1) On the Closing Date, the Vendor Vendors’ Representative shall deliver, and shall cause to be delivered, to the Purchaser or make available to it at the Corporation’s premises the Books and Records and all documents (except, except in the case of those required by Applicable Law to be retained by the VendorVendors, copies thereof) and other data, technical or otherwise, which are owned by the any Vendor at the Closing Date, relating to the Purchased Group Members, the Business or the Assets. The Purchaser shall preserve all those documents delivered to it in accordance with the Purchaser’s document retention procedures procedures, or for such longer period as is required by Applicable Law. The Purchaser shall permit the Vendor and Vendors’ Representative or its authorized Representatives reasonable access to those documents while they are in the Purchaser’s possession or control solely to the extent that access is required by the Vendor Vendors’ Representative to perform its obligations under this Agreement or under Applicable Law, but the Purchaser shall not be responsible or liable to the any Vendor for, or as a result of, any loss or destruction of or damage to any such documents and other data unless that destruction, loss or damage is caused by the Purchaser’s negligence or wilful misconduct. The Vendor Vendors’ Representative shall be responsible for all reasonable out-of-pocket costs and expenses expenses, incurred, directly or indirectly, by the Purchaser in connection with any access contemplated by this Section 6.1(16.2(1). (2) Notwithstanding Section 6.1(16.2(1), the Vendor Vendors shall be entitled to retain copies of any documents or other data delivered to the Purchaser pursuant to Section 6.1(1) 6.2(1), provided that those documents or data are reasonably required and only used or relied on by the Vendor Vendors to perform its their obligations under this Agreement or under Applicable Law. The Vendor Vendors shall retain any documents or data which relate to the Purchased Assets Business and which are retained by the Vendor Vendors pursuant to this Section 6.1(26.2(2) in strict confidence and shall not use or otherwise disclose the data or information contained therein except as permitted by Section 8.1(39.1(3).