Assistance and Records. The parties shall provide each other with such assistance as each may reasonably request in connection with (i) the preparation of Tax Returns required to be filed with respect to the Company, (ii) any audit or other examination by any Taxing Authority, (iii) any judicial or administrative proceedings relating to liability for Taxes, or (iv) any claim for refund in respect of such Taxes. Such assistance shall include making employees available to other parties and their counsel, providing additional information and explanation of any material to be provided, and furnishing to or permitting the copying by any party or its counsel of any records, returns, schedules, documents, work papers or other relevant materials which might reasonably be expected to be used in connection with any such return, audit, examination, proceeding or claim. The Stockholder will retain the right, with the participation of the Company, to conduct and resolve any audit, administrative or judicial proceeding relating to income Taxes with respect to any period ending prior to or on the Closing Date, to the extent the Stockholder may be obligated to indemnify Buyer and the Company pursuant to Section 8.2; provided, however, that no resolution of such proceeding shall be accepted that may have an adverse effect on the Company or Buyer, in which case, the Company and Buyer will have the right to participate in and approve of the resolution of such proceeding; provided further, however, that the Company and Buyer shall not approve any such resolution that may have an adverse effect on the Stockholder’s obligation to indemnify the Company and Buyer pursuant to Section 8.2 without the Stockholder’s consent, which shall not be unreasonably withheld or delayed. The Company will promptly notify the Stockholder of any such audit, proposed adjustment or related matter that could affect the Stockholder’s Tax liability pursuant to Section 8.2. The Company will retain and upon the reasonable request of the Stockholder provide any records or information which may be relevant to any such return, audit, examination, proceeding or claim.
Assistance and Records. The parties shall provide each other with such assistance as each may reasonably request in connection with: (i) the preparation of Tax Returns required to be filed with respect to the Company; (ii) any audit or other examination by any Taxing Authority; (iii) any judicial or administrative proceedings relating to liability for Taxes; or (iv) any claim for refund in respect of such Taxes. Such assistance shall include making employees available to other parties and their counsel during regular business hours, providing additional information and explanation of any material to be provided, and furnishing to or permitting the copying during regular business hours by any party or its counsel of any records, returns, schedules, documents, work papers or other relevant materials which might reasonably be expected to be used in connection with any such return, audit, examination, proceeding or claim. Buyer will retain and upon the reasonable request of the Stockholders provide any records or information which may be relevant to any such return, audit, examination, proceeding or claim.
Assistance and Records. The Parties shall provide each other with such assistance as each may reasonably request in connection with (i) the preparation of Tax Returns required to be filed with respect to the Seller, (ii) any audit or other examination by any Taxing Authority, (iii) any judicial or administrative Action relating to liability for Taxes or (iv) any claim for refund in respect of such Taxes. Such assistance shall include making employees available to the other Parties and their counsel, providing additional information (including executed powers of attorney), explaining any material to be provided and furnishing to, or permitting the copying by, any Party or its counsel of any records, returns, schedules, documents, work papers or other relevant materials related to the transactions addressed in this Agreement, the Purchased Assets or the Assumed Liabilities that might reasonably be expected to be used in connection with any such Action.
Assistance and Records. The parties will provide each other with such assistance as each may reasonably request in connection with (a) the preparation of Tax Returns required to be filed with respect to the Company, (b) any audit or other examination by any Taxing Authority, (c) any judicial or administrative proceedings relating to liability for Taxes, or (d) any claim for refund in respect of such Taxes. Such assistance will include making employees available to other parties and their counsel, providing additional information and explanation of any material to be provided, and furnishing to or permitting the copying by any party or its counsel of any records, returns, schedules, documents, work papers or other relevant materials which might reasonably be expected to be used in connection with any such return, audit, examination, proceeding or claim. The Buyer will retain and, upon the reasonable request of the Sellers, provide any records or information which may be relevant to any such return, audit, examination, proceeding or claim. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Company for any taxable period beginning before the Closing Date, the Sellers or the Buyer (as the case may be) shall provide the other party with reasonable written notice and offer the other party the opportunity to take custody of such materials.
Assistance and Records. The parties shall provide each other with such assistance as each may reasonably request in connection with (i) the preparation of Tax Returns required to be filed with respect to the Company or Company Subsidiary, (ii) any audit or other examination by any Taxing Authority, (iii) any judicial or administrative proceedings relating to liability for Taxes, or (iv) any claim for refund in respect of such Taxes. Such assistance shall include making employees available to other parties and their counsel, providing additional information and explanation of any material provided, granting reasonable access to, and furnishing to and permitting the copying by, any party or its counsel of any records, returns, schedules, documents, work papers or other relevant materials which might reasonably be expected to be used in connection with any such return, audit, examination, proceeding or claim. Nexus Health Systems will retain the right with the reasonable participation of the Company to conduct and resolve any audit, administrative or judicial proceeding relating to Taxes with respect to any period ending on or before the Closing Date. The Company will promptly notify Nexus Health Systems of any such audit, proposed adjustment or related matter that could affect the Stockholders’ Tax liability. The Company will retain and upon the request of Nexus Health Systems provide any records or information which may be relevant to any such return, audit, examination, proceeding or claim.
Assistance and Records. The parties shall provide each other with such assistance as each may reasonably request in connection with (a) the preparation of Tax Returns required to be filed with respect to the Company, (b) any audit or other examination by any Governmental Entity, (c) any judicial or administrative proceedings relating to liability for Taxes, or (d) any claim for refund in respect of such Taxes. Such assistance shall include making employees available to other parties and their counsel, providing additional information and explanation of any material to be provided, and furnishing to or permitting the copying by any party or its counsel of any records, returns, schedules, documents, work papers or other relevant materials which might reasonably be expected to be used in connection with any such return, audit, examination, proceeding or claim.
Assistance and Records. 11.1 Considering the nature of Processing, Supplier will assist Cellulant and other Controller(s) by having appropriate TOMs for the fulfillment of Cellulant’s and/or Other Controllers’ obligation to comply with the rights of Data Subjects. Supplier shall assist Cellulant and/or Other Controllers’ in ensuring compliance with obligations relating to the security of processing, the notification and communication of a Data Breach and as applicable, the data protection impact assessment, including prior consultation with the responsible Supervisory Authority, if required, taking into account the information available to Supplier. Additionally, Supplier will assist Cellulant as further required by Data Protection Laws.
11.2 Supplier will maintain an up-to-date record of the name and contact details of each Sub processor of Cellulant Data and, where applicable, the Sub processors’ representative and data protection officer. Upon request, Supplier will provide an up-to-date copy of this record to Cellulant.
Assistance and Records. Buyer shall retain, and cause the Company to retain, all books and records relating to the conduct of its business prior to the Closing Date for a period of at least six (6) years after the Closing Date. Seller shall have the right during normal business hours, upon reasonable advance notice to Buyer, to inspect and make copies of any such records in order to prepare its financial statements, Tax Returns and other documents and reports that Seller or any of its Affiliates might be required to file with Governmental Authorities, all at the sole cost and expense of Seller.
Assistance and Records. Seller and Acquiror shall (a) each ---------------------- provide the other with such assistance as may reasonably be requested by either of them in connection with the preparation of any Tax Return, audit or other examination by any taxing authority or judicial or administrative proceedings relating to liability for Taxes, (b) each retain and provide the other with any records or other information that may be relevant to such Tax Return, audit or examination, proceeding or determination, and (c) each 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 for any period. Without limiting the generality of the foregoing, Seller and Acquiror shall retain until the applicable statutes of limitations (including any extensions) have expired copies of all records or information that may be relevant to Tax Returns filed by the other party for all tax periods or portions thereof ending before or including the Closing Date.
Assistance and Records. Buyer shall provide Sellers with assistance as Sellers may reasonably request in connection with the preparation of tax returns required to be filed by Sellers, any audit or other examination by any taxing authority, any judicial or administrative proceedings relating to liability for Taxes, or any claim for refund in respect of such Taxes.
(i) Sellers will retain complete discretion in conducting and resolving any audit, administrative or judicial proceeding with respect to periods ending on or before the Closing Date relating to Taxes. Buyer will promptly notify Sellers of any such audit, proposed adjustment or related matter that could affect Sellers' tax liability.
(ii) In accordance with Section 6.4, Buyer will upon the request of Sellers, provide any records or information which may be relevant to such return, audit, examination, proceeding or claim.
