Common use of Access and Assistance Clause in Contracts

Access and Assistance. Following the Effective Time, Purchaser shall and shall cause the Company and each of the Subsidiaries to give Sellers and their authorized representatives reasonable access during normal business hours upon at least five (5) Business Days’ prior written notice to the books and records of the Company to the extent relating to periods prior to or including the Effective Time as Sellers may reasonably request for purposes of preparing Tax Returns and conducting proceedings relating to Taxes. Purchaser, the Company, each of the Subsidiaries, Sellers and their Affiliates will 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 matter relating to Taxes and arising under this Section 7.3, and each will 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 and other records and information which assistance shall be provided without charge except for reimbursement of reasonable out-of-pocket expenses. Purchaser will or will cause the Company and each of the Subsidiaries to retain, until all appropriate statutes of limitation (including any extensions) expire, copies of all Tax Returns of the Company and the 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 Sellers with a reasonable opportunity to review and copy such materials.

Access and Assistance. Following the Effective TimeClosing Date and through the period set forth in Section 10.2(a), Purchaser shall and shall cause the Company and each of the its Subsidiaries to give Sellers the Seller Representative and their its authorized representatives reasonable access during normal business hours upon at least five (5) Business Days’ prior written notice to the books and records of the Company and its Subsidiaries (and permit Seller Representative and its agents and/or representatives to make copies thereof) to the extent relating to periods prior to or including the Effective Time Closing Date as Sellers the Seller Representative may reasonably request for purposes of preparing Tax Returns and conducting proceedings relating to Taxes. Each of Purchaser, the Company, each of the Company’s Subsidiaries, Sellers the Seller Representative (on behalf of Sellers) and their respective Affiliates will provide each the other parties with such assistance as may reasonably be requested in writing 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 liability for Taxes, or any other matter relating to Taxes and claim arising under this Section 7.3Agreement, and each will 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. The Seller Representative 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 and other records and information schedules, which assistance shall be provided without charge except for reimbursement of reasonable out-of-pocket expenses. Purchaser will will, or will cause the Company and each of the its Subsidiaries to to, retain, until all appropriate statutes of limitation (including any extensions) expire, copies of all Tax Returns of the Company and the its 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 Sellers the Seller Representative with a reasonable opportunity to review and copy such materials. Each party shall bear its own expenses in complying with the foregoing provisions.

Access and Assistance. Following the Effective TimeClosing Date, Purchaser Buyer shall and shall cause the Company and each of the Subsidiaries any Subsidiary to give Sellers the Seller and their its authorized representatives reasonable access during normal reasonable business hours upon at least five (5) Business Days’ prior written notice to the books and records of the Company (and permit Sellers and their agents and/or representatives to make copies thereof) to the extent relating to periods prior to or including the Effective Time Closing Date as Sellers the Seller may reasonably request for purposes of preparing Tax Returns and conducting proceedings relating to Taxes, and Seller shall do the same for Buyer. PurchaserBuyer, the Company, each of the Subsidiaries, Sellers Seller and their Affiliates affiliates will 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 Authoritytaxing authority, any judicial or administrative proceedings relating to Liability liability for Taxes, or any other matter relating to Taxes and claim arising under this Section 7.3Agreement, and each will 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 and other records and information which assistance shall be provided without charge except for reimbursement of reasonable out-of-pocket expenses. Purchaser Buyer will or will cause the Company and each of the its Subsidiaries to retain, until all appropriate statutes of limitation (including any extensions) expire, copies of all Tax Returns of the Company and the Subsidiaries, its 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 Sellers Seller with a reasonable opportunity to review and copy such materials, and Seller shall do the same for Buyer.

Access and Assistance. Following The Seller and Purchaser shall, upon written request of the Effective Timeother, provide the other, and the Purchaser shall and shall cause the Company and each of to provide the Subsidiaries to give Sellers and their authorized representatives reasonable access during normal business hours upon at least five (5) Business Days’ prior written notice to the books and records of the Company to the extent relating to periods prior to or including the Effective Time as Sellers may reasonably request for purposes of preparing Tax Returns and conducting proceedings relating to Taxes. PurchaserSeller, the Company, each of the Subsidiaries, Sellers and their Affiliates will provide each other with such assistance as may be reasonably be requested by any of them in connection with the preparation of any Tax Return, any audit audit, or other examination by any Taxing Authority, any Taxing Authority or judicial or administrative proceedings relating to Liability liability for Taxes, or any other matter relating to Taxes and claim arising under this Section 7.3Agreement, and each will retain and provide the others with 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 any such Tax Return, audit or examination, proceeding or claimdetermination. 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 and other records and information 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 will or will shall retain, and shall cause the Company and each of the Subsidiaries to retain, and Seller shall retain, until all appropriate the applicable statutes of limitation limitations (including any extensions) expirehave expired, copies of all Tax Returns of the Company and the SubsidiariesReturns, supporting work schedules schedules, and other records or information which that may be relevant to such returns for all Tax Returns, periods or portions thereof ending before or including the Closing Date and will shall not destroy or otherwise dispose of any such materials records without first providing Sellers the other party with a reasonable opportunity to review and copy such materialsthe same. Each party shall bear its own expenses in complying with the foregoing provisions.

Access and Assistance. Following the Effective TimeClosing, the Purchaser shall shall, and shall cause the Company and each of the Company Subsidiaries to to, give Sellers the Seller Representatives and their authorized representatives Representatives, at their cost and expense, reasonable access during normal business hours upon at least five (5) Business Days’ prior written notice 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 or including the Effective Time Closing Date as Sellers the Seller Representatives may reasonably request for purposes of preparing preparing, filing or reviewing Tax Returns (including any amended Tax Return pursuant to Section 9.8(d)) and conducting proceedings Tax Contests relating to Taxes. Each of the Purchaser, the Company, each of the Company Subsidiaries, Sellers the Sellers, the Seller Representatives and their respective Affiliates will provide each 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 audit or other examination by any Taxing Authority, any judicial or administrative proceedings relating to Liability for TaxesTax Contest, or any other matter relating to Taxes and claim arising under this Section 7.3Agreement, and each will retain and provide the others with any records or information that may be relevant to any such Tax Return, audit Return or examination, proceeding or claimTax 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 and other records and information schedules, which assistance shall be provided without charge except for reimbursement of reasonable out-of-pocket expenses. The Purchaser will shall, or will shall cause the Company and each of the Company Subsidiaries to retain, until at least sixty (60) days after all appropriate statutes of limitation (including any extensionsextensions 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 Sellers the Seller Representatives with a reasonable opportunity to review and copy such materials.