Common use of Access to Tax Records Clause in Contracts

Access to Tax Records. Buyer, NNGC and Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, litigation or other proceeding (each a "Proceeding") with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Buyer and Sellers agree (i) to retain (or cause to be retained) all books and records with respect to Tax matters pertinent to NNGC relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Taxing Authority, and (ii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, NNGC or Sellers, as the case may be, shall allow the other party to take possession of such books and records. Buyer and Sellers further agree, upon request, to use their best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). Buyer and Sellers further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and Treasury Regulations promulgated thereunder.

Access to Tax Records. The Buyer, NNGC the Bank and Sellers the Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, litigation or other proceeding (each a "Tax Proceeding") with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such Tax Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer and Sellers agree the Seller agree (i) to retain (or cause to be retained) all books and records with respect to Tax matters pertinent to NNGC the Bank relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Buyer or Sellersthe Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Taxing Authority, and (ii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, NNGC the Buyer or Sellersthe Seller, as the case may be, shall allow the other party to take possession of such books and records. The Buyer and Sellers the Seller further agree, upon request, to use their best efforts to obtain any certificate or other document from any Governmental Taxing Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). The Buyer and Sellers the Seller further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section Sections 6043 or 6043A of the Code and Treasury Regulations promulgated thereunder.

Access to Tax Records. Buyer, NNGC the Company and Sellers shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns and any audit, litigation or other proceeding (each a "“Tax Proceeding"”) with respect to Taxes. Such cooperation shall include the retention and (upon the other party's Party’s request) the provision of records and information which are reasonably relevant to any such Tax Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder; provided, however, that all out-of-pocket expenses of the Party providing cooperation shall be reimbursed by the requesting Party. Buyer and Sellers agree agree (ia) to use Reasonable Efforts to retain (or cause to be retained) all books and records with respect to Tax matters pertinent to NNGC the Company, as applicable, relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Taxing Authority, and (iib) to use Reasonable Efforts to give the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Party so requests, NNGC Buyer or Sellers, as the case may be, shall allow the other party Party to take possession of such books and records. Buyer and Sellers further agree, upon request, to use their best efforts Reasonable Efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). Buyer and Sellers further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and Treasury Regulations promulgated thereunder.

Access to Tax Records. BuyerThe Parties and their respective Affiliates shall make available to each other for inspection and copying during normal business hours upon reasonable notice all Tax Records (and, NNGC for the avoidance of doubt, any pertinent underlying data accessed or stored on any computer program or information technology system) in their possession and Sellers shall cooperate fullypermit the other Party and its Affiliates, as authorized agents and representatives and any representative of a Taxing Authority or other Tax auditor direct access, during normal business hours upon reasonable notice to any computer program or information technology system used to access or store any Tax Records, in each case to the extent reasonably requested required by the other party, Party in connection with the filing preparation of Tax Returns or financial accounting statements, audits, litigation, or the resolution of items pursuant to this Agreement. The Party seeking access to the records of the other Party shall bear all costs and expenses associated with such access, including any auditprofessional fees. 9.1 In the event of any dispute between the Parties as to any matter covered by this Agreement, litigation or other proceeding the Parties shall appoint a nationally recognized independent public accounting firm (each a "Proceeding"the “Accounting Firm”) to resolve such dispute. In this regard, the Accounting Firm shall make determinations with respect to Taxesthe disputed items based solely on representations made by Xxxxxxx and Fortive and their respective representatives, and not by independent review, and shall function only as an expert and not as an arbitrator and shall be required to make a determination in favor of one Party only. Such cooperation The Parties shall include require the retention Accounting Firm to resolve all disputes no later than thirty (30) days after the submission of such dispute to the Accounting Firm, but in no event later than the due date for the payment of Taxes or the filing of the applicable Tax Return, if applicable, and (upon agree that all decisions by the other party's request) the provision of records and information which are reasonably relevant to any such Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Buyer and Sellers agree (i) to retain (or cause to be retained) all books and records Accounting Firm with respect to Tax matters pertinent to NNGC relating to any taxable period beginning before thereto shall be final and conclusive and binding on the Closing Date until the expiration of the statute of limitations (Parties. The Accounting Firm shall resolve all disputes in a manner consistent with this Agreement and, to the extent notified not inconsistent with this Agreement, in a manner consistent with the Past Practices of Xxxxxxx and its Subsidiaries, except as otherwise required by Buyer or Sellersapplicable Law. The Parties shall require the Accounting Firm to render all determinations in writing and to set forth, any extensions thereof) in reasonable detail, the basis for such determination. The fees and expenses of the respective taxable periods, and to abide Accounting Firm shall be borne equally by all record retention agreements entered into with any Taxing Authority, and (ii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, NNGC or Sellers, as the case may be, shall allow the other party to take possession of such books and records. Buyer and Sellers further agree, upon request, to use their best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). Buyer and Sellers further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and Treasury Regulations promulgated thereunderParties.

Access to Tax Records. Buyer, NNGC the Acquired Companies and Sellers Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, litigation or other proceeding (each a "“Tax Proceeding"”) with respect to Taxes. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information which are reasonably relevant to any such Tax Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Buyer The Acquired Companies and Sellers agree Seller agree (i) to retain (or cause to be retained) all books Books and records Records with respect to Tax matters pertinent to NNGC the Acquired Companies relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Taxing Authority, and (ii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books Books and records Records and, if the other party so requests, NNGC the Acquired Companies or SellersSeller, as the case may be, shall allow the other party to take possession of such books Books and recordsRecords. Buyer and Sellers Seller further agree, upon request, to use their best efforts to obtain any certificate or other document from any Governmental Authority Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). Buyer and Sellers Seller further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and Treasury Regulations promulgated thereunder.

Access to Tax Records. Buyer, NNGC the Tejas Companies and Sellers Seller shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns and any audit, litigation or other proceeding (each a "Tax Proceeding") with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such Tax Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer and Sellers agree Seller agree (i) to retain (or cause to be retained) all books and records with respect to Tax matters pertinent to NNGC the Tejas Companies relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or SellersSeller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Taxing Authority, and (ii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, NNGC the Buyer or SellersSeller, as the case may be, shall allow the other party to take possession of such books and records. Buyer and Sellers Seller further agree, upon request, to use their best efforts to obtain any certificate or other document from any Governmental Taxing Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). Buyer and Sellers Seller further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and Treasury Regulations promulgated thereunder.

Access to Tax Records. BuyerThe Parties and their respective Affiliates shall make available to each other for inspection and copying during normal business hours upon reasonable notice all Tax Records (and, NNGC for the avoidance of doubt, any pertinent underlying data accessed or stored on any computer program or information technology system) in their possession and Sellers shall cooperate fullypermit the other Party and its Affiliates, as authorized agents and representatives and any representative of a Taxing Authority or other Tax auditor direct access, during normal business hours upon reasonable notice to any computer program or information technology system used to access or store any Tax Records, in each case to the extent reasonably requested required by the other party, Party in connection with the filing preparation of Tax Returns or financial accounting statements, audits, litigation, or the resolution of items pursuant to this Agreement. The Party seeking access to the records of the other Party shall bear all costs and expenses associated with such access, including any auditprofessional fees. DISPUTE RESOLUTION 9.1 In the event of any dispute between the Parties as to any matter covered by this Agreement, litigation or other proceeding the Parties shall appoint a nationally recognized independent public accounting firm (each a "Proceeding"the “Accounting Firm”) to resolve such dispute. In this regard, the Accounting Firm shall make determinations with respect to Taxesthe disputed items based solely on representations made by Xxxxxxx and Fortive and their respective representatives, and not by independent review, and shall function only as an expert and not as an arbitrator and shall be required to make a determination in favor of one Party only. Such cooperation The Parties shall include require the retention Accounting Firm to resolve all disputes no later than thirty (30) days after the submission of such dispute to the Accounting Firm, but in no event later than the due date for the payment of Taxes or the filing of the applicable Tax Return, if applicable, and (upon agree that all decisions by the other party's request) the provision of records and information which are reasonably relevant to any such Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Buyer and Sellers agree (i) to retain (or cause to be retained) all books and records Accounting Firm with respect to Tax matters pertinent to NNGC relating to any taxable period beginning before thereto shall be final and conclusive and binding on the Closing Date until the expiration of the statute of limitations (Parties. The Accounting Firm shall resolve all disputes in a manner consistent with this Agreement and, to the extent notified not inconsistent with this Agreement, in a manner consistent with the Past Practices of Xxxxxxx and its Subsidiaries, except as otherwise required by Buyer or Sellersapplicable Law. The Parties shall require the Accounting Firm to render all determinations in writing and to set forth, any extensions thereof) in reasonable detail, the basis for such determination. The fees and expenses of the respective taxable periods, and to abide Accounting Firm shall be borne equally by all record retention agreements entered into with any Taxing Authority, and (ii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, NNGC or Sellers, as the case may be, shall allow the other party to take possession of such books and records. Buyer and Sellers further agree, upon request, to use their best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). Buyer and Sellers further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and Treasury Regulations promulgated thereunderParties.