Common use of After the Closing Date Clause in Contracts

After the Closing Date. Buyer and Seller shall provide each other, and the Buyer shall cause the Company to provide Seller, with such cooperation and information relating to the Company as either party reasonably may request in filing any Return (or amended Return) or refund claim, determining any Tax liability or a right to a refund, conducting or defending any audit or other proceeding in respect of Taxes or effectuating the terms of this Agreement. The parties shall retain, and Buyer shall cause the Company to retain, all Returns, schedules, work papers and other material documents relating thereto, until the expiration of any relevant statute of limitations (and, to the extent notified by any party, any extensions thereof) and, unless such Returns and other documents are offered and delivered to Seller or Buyer, as applicable, until the final determination of any Tax in respect of such years. Any information obtained under this Section 7.5 shall be kept confidential, except as may be otherwise necessary in connection with filing any Return (or amended Return) or refund claim, determining any Tax liability or a right to a refund, conducting or defending any audit or other proceeding in respect of Taxes or otherwise effectuating the terms of this Agreement. Notwithstanding the foregoing, neither Seller nor Buyer, nor any of their Affiliates, shall be required unreasonably to prepare any document, or determine any information not then in its possession, in response to a request under this Section 7.5(e).

After the Closing Date. the Buyer and the Seller shall provide each other, and the Buyer shall cause the Company to provide the Seller, with such cooperation and information relating to the Company as either party reasonably may request in (i) filing any Return Return, amended return or claim for refund, (or amended Returnii) or refund claim, determining any Tax liability or a right to a refundrefund of Taxes, (iii) conducting or defending any audit or other proceeding in respect of Taxes or (iv) effectuating the terms of this Agreement. The parties shall retain, and the Buyer shall cause the Company to retain, all Returns, schedulesschedules and work papers, work papers and all material records and other material documents relating thereto, until the expiration of any relevant the statute of limitations limitation (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such returns and other documents relate and, unless such Returns and other documents are offered and delivered to the Seller or the Buyer, as applicable, until the final determination of any Tax in respect of such years. Any information obtained under this Section 7.5 10.02 shall be kept confidential, except as may be otherwise necessary in connection with filing any Return (Return, amended return, or amended Return) or refund claimclaim for refund, determining any Tax liability or a right to a refundrefund of Taxes, or in conducting or defending any audit or other proceeding in respect of Taxes or otherwise effectuating the terms of this AgreementTaxes. Notwithstanding the foregoing, neither the Seller nor the Buyer, nor any of their Affiliates, shall be required unreasonably to prepare any document, or determine any information not then in its possession, in response to a request under this Section 7.5(e)10.02.

After the Closing Date. the Buyer and the Seller shall provide each other, and the Buyer shall cause the Company to provide the Seller, with such cooperation and information relating to the Company as either party reasonably may request in filing any Tax Return (or amended Tax Return) or refund claim, determining any Tax liability or a right to a refund, conducting or defending any audit or other proceeding in respect of Taxes or effectuating the terms of this Agreement. The parties shall retain, and the Buyer shall cause the Company to retain, all Tax Returns, schedules, work papers and other material documents relating thereto, until the expiration of any relevant statute of limitations (and, to the extent notified by any party, any extensions thereof) and, unless such Tax Returns and other documents are offered and delivered to the Seller or the Buyer, as applicable, until the final determination of any Tax in respect of such years. Any information obtained under this Section 7.5 5.4(i) shall be kept confidential, except as may be otherwise necessary in connection with filing any Tax Return (or amended Tax Return) or refund claim, determining any Tax liability or a right to a refund, conducting or defending any audit or other proceeding in respect of Taxes or otherwise effectuating the terms of this Agreement. Each party shall make available to the other party (and the Buyer also shall cause the Company to make available to the Seller), on a timely basis, the most appropriate personnel to satisfy the obligations under this Section 5.4(i) at no cost to the requesting party. Notwithstanding the foregoing, neither the Seller nor the Buyer, nor any of their respective Affiliates, shall be required unreasonably to prepare any document, or determine any information not then in its possession, in response to a request under this Section 7.5(e5.4(i); provided, however, no request shall be deemed unreasonable if made in response to the request of a taxing authority for information or documents not in the possession of the requested party nor otherwise reasonably available to it.

After the Closing Date. the Buyer and Seller the Sellers shall provide each other, and the Buyer shall cause the Company to provide Sellerthe Sellers, with such cooperation and information relating to the Company as either party reasonably may request in (i) filing any Return, amended Return or claim for refund, (or amended Returnii) or refund claim, determining any Tax liability or a right to a refundrefund of Taxes, (iii) conducting or defending any audit or other proceeding in respect of Taxes or (iv) effectuating the terms of this Agreement. The parties shall retain, and the Buyer shall cause the Company to retain, all Returns, schedulesschedules and work papers, work papers and all material records and other material documents relating thereto, until the expiration of any relevant the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such returns and other documents relate and, unless such Returns and other documents are offered and delivered to Seller the Sellers or the Buyer, as applicable, until the final determination of any Tax in respect of such years. Any information obtained under this Section 7.5 10.02 shall be kept confidential, except as may be otherwise necessary in connection with filing any Return (Return, amended return, or amended Return) or refund claimclaim for refund, determining any Tax liability or a right to a refundrefund of Taxes, or in conducting or defending any audit or other proceeding in respect of Taxes or otherwise effectuating the terms of this AgreementTaxes. Notwithstanding the foregoing, neither Seller the Sellers nor the Buyer, nor any of their Affiliates, shall be required unreasonably to prepare any document, or determine any information not then in its possession, in response to a request under this Section 7.5(e)10.02.

After the Closing Date. Buyer and Seller shall provide each othershall, and the Buyer shall cause the Company to to, provide Seller, each party hereto and each stockholder thereof with such cooperation and information relating to the Company and each Subsidiary as either such party reasonably may request in filing any Return, amended Return (or amended Return) or refund claimclaim for refund, determining any Tax liability or a right to a refundrefund of Taxes, or conducting or defending any audit or other proceeding in respect of Taxes or effectuating the terms of this AgreementTaxes. The parties shall retain, and Buyer shall cause the Company and each Subsidiary to retain, retain all Returns, schedulesschedules and work papers, work papers and all material records and other material documents relating thereto, until the expiration of any relevant the statute of limitations (and, to the extent notified by any party, any extensions thereof) and, unless of the taxable years to which such Returns and other documents are offered relate and delivered to Seller or Buyer, as applicable, until the final determination of any Tax in respect of such years. Any information obtained under this Section 7.5 6.7(b) shall be kept confidential, except as may be otherwise necessary in connection with filing any Return (or Return, amended Return) , or refund claimclaim for refund, determining any Tax liability or a right to a refundrefund of Taxes, or in conducting or defending any audit or other proceeding in respect of Taxes or otherwise effectuating the terms of this AgreementTaxes. Notwithstanding the foregoing, neither Seller nor Buyer, nor any of their Affiliatesits affiliates, shall be required unreasonably to prepare any document, or determine any information not then in its possession, in response to a request under this Section 7.5(e6.7(b).

After the Closing Date. the Buyer and the Seller shall provide each other, and the Buyer shall cause the Company Subsidiary to provide the Seller, with such cooperation and information relating to the Company business of the Seller sold to the Buyer and the Subsidiary as either party reasonably may request in filing any Return (or amended Return) or refund claim, determining any Tax liability or a right to a refund, conducting or defending any audit or other proceeding in respect of Taxes or effectuating the terms of this Agreement. The parties shall retain, and the Buyer shall cause the Company Subsidiary to retain, all Returns, schedules, work papers and other material documents relating thereto, until the expiration of any relevant statute of limitations (and, to the extent notified by any party, any extensions thereof) and, unless such Returns and other documents are offered and delivered to the Seller or the Buyer, as applicable, until the final determination of any Tax in respect of such years. Any information obtained under this Section 7.5 7.5(d) shall be kept confidential, except as may be otherwise necessary in connection with filing any Return (or amended Return) or refund claim, determining any Tax liability or a right to a refund, conducting or defending any audit or other proceeding in respect of Taxes or otherwise effectuating the terms of this Agreement. Notwithstanding the foregoing, neither the Seller nor the Buyer, nor any of their respective Affiliates, shall be required unreasonably to prepare any document, or determine any information not then in its possession, in response to a request under this Section 7.5(e7.5(d).

After the Closing Date. Buyer and Seller Sellers shall provide each other, and the Buyer shall cause the Company to provide SellerSellers, with such cooperation and information relating to the Company as either party reasonably may request in (A) filing any Return Tax return, amended return or claim for refund, (or amended ReturnB) or refund claim, determining any Tax liability or a right to a refundrefund of Taxes, (C) conducting or defending any audit or other proceeding in respect of Taxes or (D) effectuating the terms of this Agreement. The parties shall retain, and Buyer shall cause the Company to retain, all Returnsreturns, schedulesschedules and work papers, work papers and all material records and other material documents relating thereto, until the expiration of any relevant the statute of limitations limitation (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such returns and other documents relate and, unless such Returns returns and other documents are offered and delivered to Seller Sellers or Buyer, as applicable, until the final determination of any Tax in respect of such years. Any information obtained under this Section 7.5 5.2 shall be kept confidential, except as may be otherwise necessary in connection with filing any Return (Tax return, amended return, or amended Return) or refund claimclaim for refund, determining any Tax liability or a right to a refundrefund of Taxes, or in conducting or defending any audit or other proceeding in respect of Taxes or otherwise effectuating the terms of this AgreementTaxes. Notwithstanding the foregoing, neither Seller Sellers nor Buyer, nor any of their Affiliatesaffiliates, shall be required unreasonably to prepare any document, or determine any information not then in its possession, in response to a request under this Section 7.5(e5.2(f).