Access and Assistance. Buyer, each Company Party, Seller and their Affiliates shall provide each other with such assistance as may reasonably be requested by any of them in connection with the preparation of any Tax Return, any audit or other examination by any Taxing Authority, any judicial or administrative proceedings relating to liability for Taxes, or any other claim arising under this Agreement, and each shall retain and provide the others with any records or information that may be relevant to any such Tax Return, audit or examination, proceeding or claim. Such assistance shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and shall include providing copies of any relevant Tax Returns and supporting work schedules which assistance shall be provided without charge except for reimbursement of reasonable out-of-pocket expenses.
Access and Assistance. The Seller and Purchaser shall, upon written request of the other, provide the other, and the Purchaser shall cause the Company to provide the Seller, with such assistance as may be reasonably requested by any of them in connection with the preparation of any Tax Return, audit, or other examination by any Taxing Authority, any Taxing Authority or judicial or administrative proceedings relating to liability for Taxes, or any other claim arising under this Agreement, and each will retain and provide the other, and the Purchaser shall cause the Company to retain and provide the Seller with, any records or other information that may be relevant to such Tax Return, audit or examination, proceeding or determination. The Seller and Purchaser shall provide the other with any final determination of any such audit or examination, proceeding or determination that affects any amount required to be shown on any Tax Return of the other or the Company for any period. Such assistance shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and shall include providing copies of any relevant Tax Returns and supporting work schedules, which assistance shall be provided without charge except for reimbursement of reasonable out-of-pocket expenses. Without limiting the generality of the foregoing, Purchaser shall retain, and shall cause the Company to retain, and Seller shall retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all Tax Returns, supporting work schedules, and other records or information that may be relevant to such returns for all Tax periods or portions thereof ending before or including the Closing Date and shall not destroy or otherwise dispose of any such records without first providing the other party with a reasonable opportunity to review and copy the same. Each party shall bear its own expenses in complying with the foregoing provisions.
Access and Assistance. After the Closing, upon reasonable notice, the Buyer shall furnish, or cause to be furnished, to the Seller and its Affiliates, and their accountants, counsel and other representatives, access to such information, personnel and assistance relating to the Group Companies as may be reasonably necessary for the Seller’s and its Affiliates’ financial reporting and accounting matters and any Tax matter, or the defence or prosecution of, or response required under or pursuant to, any lawsuit, action or proceeding, and the Seller shall furnish, or cause to be furnished, to the Buyer and its Affiliates, and their accountants, counsel and other representatives, access to such information in the possession of the Seller and its Affiliates and relating to the Group Companies as may be reasonably necessary for the Buyer and the Group Companies’ financial reporting and accounting matters and any Tax matter, or the defence or prosecution of, or response required under or pursuant to, any lawsuit, action or proceeding.
Access and Assistance. If the Authority or its authorised agents are carrying out an audit under Paragraph 92.5.1, the Supplier shall grant the Authority (or its authorised agents) reasonable right of access to: any premises of the Supplier which are used in connection with the preparation of the provisional or final Load Shape; and the Customer Site Specific information used to prepare the provisional or final Load Shape.
Access and Assistance. The Shareholders Representative and Buyer shall, upon written request of the other, provide the other, and the Buyer shall cause the Corporation and its Subsidiaries to provide the Shareholders Representative, with such assistance as may be reasonably requested by any of them in connection with the preparation of any Tax Return, audit, or other examination by any Tax Authority, or any Tax Authority or judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the other, and Buyer shall cause the Corporation and its Subsidiaries to retain and provide the Shareholders Representative with, any records or other information that may be relevant to such Tax Return, audit or examination, proceeding or determination. The Shareholders Representative and Buyer shall provide the other with any final determination of any such audit or examination, proceeding or determination that affects any amount required to be shown on any Tax Return of the other or the Corporation or its Subsidiaries for any period. Such assistance shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and shall include providing copies of any relevant Tax Returns and supporting work schedules, which assistance shall be provided without charge except for reimbursement of reasonable out-of-pocket expenses. Without limiting the generality of the foregoing, Buyer shall retain, and shall cause the Corporation and its Subsidiaries to retain, and the Shareholders Representative shall retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all Tax Returns, supporting work schedules, and other records or information that may be relevant to such returns for all taxable periods or portions thereof ending before or including the Closing Date and shall not destroy or otherwise dispose of any such records without first providing the other party with a reasonable opportunity to review and copy the same. Each party shall bear its own expenses in complying with the foregoing provisions.
Access and Assistance. Following the Closing, the Purchaser shall, and shall cause the Company and the Company Subsidiaries to, give the Seller Representatives and their authorized Representatives, at their cost and expense, reasonable access to the books and records of the Company and the Company Subsidiaries (and permit the Seller Representatives and its agents and/or Representatives to make copies thereof), and to permit the Seller Representatives to file Tax Returns required or permitted to be filed by them pursuant to this Section 9.8, to the extent relating to taxable periods ending on or prior to the Closing Date as the Seller Representatives may reasonably request for purposes of preparing, filing or reviewing Tax Returns (including any amended Tax Return pursuant to Section 9.8(d)) and conducting Tax Contests relating to Taxes. Each of the Purchaser, the Company, the Company Subsidiaries, the Sellers, the Seller Representatives and their respective Affiliates will provide the other parties with such assistance as may reasonably be requested by any of them in connection with the preparation or review of any Tax Return, any Tax Contest, or any other claim arising under this Agreement, and each will retain and provide the others with any records or information that may be relevant to any such Tax Return or Tax Contest. Such assistance shall include making employees reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and shall include providing copies of any relevant Tax Returns and supporting work schedules, which assistance shall be provided without charge except for reimbursement of reasonable out-of-pocket expenses. The Purchaser shall, or shall cause the Company and the Company Subsidiaries to retain, until at least sixty (60) days after all appropriate statutes of limitation (including any extensions and waivers) expire, copies of all Tax Returns for all Pre-Closing Tax Periods of the Company and the Company Subsidiaries, supporting work schedules and other records or information which may be relevant to such Tax Returns, and will not destroy or otherwise dispose of such materials without first providing the Seller Representatives with a reasonable opportunity to review and copy such materials.
Access and Assistance. (a) During the Interim Period, Seller will afford Buyer reasonable access, during normal business hours and in such manner as not to unreasonably interfere with the normal operation of Seller’s business, to the Assets and the Records for the purpose of Buyer conducting a reasonable due diligence review of the Assets, but only to the extent that Seller may do so without violating any obligations to an unaffiliated third party and to the extent that Seller has the authority to grant such access (provided that, upon written request by Buyer, Seller agrees to use its commercially reasonable effort to obtain waivers of any such obligation and to obtain authority to grant such access). Seller shall have the right to have a Representative present at all times during such review. Notwithstanding the foregoing, the only access Buyer will be afforded in respect of title matters is as set forth in Section 8 and in respect of environmental matters is as set forth in Section 9.
(b) Notwithstanding Section 6.2(a), Buyer shall have no right of access to, and Seller shall have no obligation to provide to Buyer, information relating to:
(i) bids received from others in connection with the transactions contemplated by this Agreement (or similar transactions) and information and analyses (including financial analyses) relating to such bids;
(ii) any information not directly relating to the Assumed Obligations the disclosure of which would jeopardize any privilege available to Seller relating to such information;
(iii) any information the disclosure of which would cause Seller to breach a confidentiality obligation;
(iv) any information the disclosure of which would result in a violation of Law; or
Access and Assistance. Buyer agrees to provide Seller access to the Main Facility for purposes of removing any Excluded Assets, which shall occur within sixty (60) days after the Closing Date. In addition, Buyer shall, at no cost to Seller, provide assistance of appropriate employees as necessary to disconnect and remove the Excluded Assets from the Main Facility. In addition, for a period of sixty (60) days from the Closing Date, Buyer shall provide, at no cost to Seller, office space for one employee of Seller, and such employee shall be afforded access by Buyer to the Business Records related to pre-closing operations of Seller and access to the computer system for completion of accounting matters and payment of payables related to pre-closing operations of Seller. For a period of up to 60 days from the Closing Date, WSI will continue to provide Buyer with e-mail and internet service in substantially the same manner as provided to Seller prior to the Closing. Buyer shall reimburse WSI for all costs incurred by WSI for such service, including the monthly telephone line charge. WSI shall have no responsibility with respect to the performance of the e-mail and internet service due to circumstances not in WSI's control.
Access and Assistance. (a) The parties agree to provide each other with all reasonable assistance and access to records and documents (including all electronic records and documents) required to prepare and lodge any Tax Returns. The parties must also provide reasonable access to any employee, agent, director or other person who has information which is necessary to prepare and lodge the any Tax Returns.
(b) The AU Seller must provide and must procure that the Head Company provides Buyer and each Buyer Group Member with any reasonable assistance, at Buyer’s cost, which any of them may reasonably request to assist with any Tax matter for the Buyer Group Members from the date of Closing for a period of seven years.
Access and Assistance. The Seller must procure that the Group gives assistance to the Buyer as may reasonably be required by the Buyer in order to seek any third party consents required under any material property lease, customer or supplier agreement of the Business through the acquisition of the Company by the Buyer. This undertaking terminates from the earlier of termination of this agreement and Completion occurring.
