Books and Records; Cooperation. Each of the Sellers and Apollo shall (and shall cause their respective Affiliates to) (a) provide the other party and its Affiliates with such assistance as may be reasonably requested in connection with the preparation of any Tax Return or claim for refund, the determination of a tax liability for Taxes or a right to refund of Taxes or the conduct of any audit or other examination by any taxing authority or any judicial or administrative proceeding relating to Taxes and (b) retain (and provide the other party and its Affiliates with reasonable access to) all records or information which may be relevant to such Tax Return, claim for refund, Tax determination, audit, examination or proceeding. Such cooperation and information shall include providing copies of all relevant Tax Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations made by taxing authorities and records concerning the ownership and tax basis of property, which either party may possess. Each party shall make its employees available on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Except as otherwise provided in this Agreement, the party requesting assistance hereunder shall reimburse the other for any reasonable out of pocket costs incurred in providing any Tax Return, document or other written information, and shall compensate the other for any reasonable costs (excluding wages and salaries and related costs) of making employees available, upon receipt of reasonable documentation of such costs. Any information obtained under this Section 8.5 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting any audit, examination or other proceeding. Apollo and the Sellers agree that the sharing of information and cooperation contemplated by this Section 8.5 shall be done in a manner so as not to interfere unreasonably with the conduct of the business of the parties.
Books and Records; Cooperation. Buyer and Seller will, and will cause their respective Representatives to, (i) provide the other Party and its Representatives with such assistance as may be reasonably requested in connection with the preparation of any Tax Return or any audit or other examination by any Taxing Authority or Proceeding relating to Taxes with respect to the Companies and (ii) retain (until the expiration of the statute of limitations of the taxable periods to which the Tax Returns relate), and provide the other Party and its Representatives with reasonable access to, all records or information that may be relevant to such Tax Return (including analysis regarding any Tax refunds or Tax benefits), audit, examination or proceeding, provided, that, the foregoing will be done at the expense of the Party making such request and in a manner so as not to interfere unreasonably with the conduct of the business of the Parties.
Books and Records; Cooperation. Purchaser, Parent and Seller shall (and shall cause their respective Affiliates to) (a) provide the other party and its Affiliates with such assistance as may be reasonably requested in connection with the preparation of any Tax Return or any audit or other examination by any taxing authority or any judicial or administrative proceeding relating to Taxes and (b) retain (and provide the other party and its Affiliates with reasonable access to) all records or information which may be relevant to such Tax Return, audit, examination or proceeding, provided that the foregoing shall be done in a manner so as not to interfere unreasonably with the conduct of the business of the parties.
Books and Records; Cooperation. Each of the Buyer and the Sellers will, and will cause their respective representatives to (a) provide the other parties and their representatives with such assistance as may be reasonably requested in connection with the preparation or review of any Tax Return, or any audit or other examination by any taxing authority or judicial or administrative proceeding relating to Taxes with respect to any Target Entity and (b) retain and provide the other parties and its representatives with reasonable access to all records or information (including, without limitation, earnings and profits of the Target Entities) that may be relevant to such Tax Return, audit, examination, proceeding or determination of any amount payable under this Article VII; provided that, notwithstanding anything to the contrary in this Agreement, Buyer, the Target Entities and any of their respective Affiliates shall not be obligated to provide any of their income Tax Returns to the Sellers and their Representatives that relate solely to a Post-Closing Tax Period.
Books and Records; Cooperation. Buyer and Seller shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns with respect to the Business relating to Pre-Closing Tax Periods, Straddle Periods or Post-Closing Tax Periods, and in connection with any audit, litigation or other proceeding initiated by a Governmental Authority with respect to such Taxes. Such cooperation shall include the reasonable furnishing or making available during normal business hours of personnel on a mutually convenient basis and the retention and (upon a Party’s request) the provision of records and information that are reasonably relevant to the preparation of any such Tax Return or to any such audit, litigation or other proceeding. Buyer and Seller shall (a) retain or cause to be retained all books and records that are in its possession with respect to Tax matters pertinent to the Business relating to any Pre-Closing Tax Period or Straddle Period until the expiration of the applicable statute of limitations (and, to the extent notified by Buyer or Seller, any extension thereof) of the applicable taxable periods, and abide by all record retention agreements entered into with any Governmental Authority, and (b) give the other Party reasonable written notice before transferring, destroying or discarding any such books and records and, if the other Party so requests, Buyer or Seller, as the case may be, shall allow the other Party to take possession of such books and records. Buyer and Seller shall, upon request, use their commercially reasonable efforts to obtain any certificate or other document from any 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 transaction contemplated hereby).
Books and Records; Cooperation. Paladin and Parent shall, and shall cause their representatives and Affiliates to, (i) provide the other party and its representatives with such assistance as may be reasonably requested in connection with the preparation of any Tax Return, including the filing of any claim for refund resulting from a carryback of any net operating losses, or any audit or other examination by any taxing authority or judicial or administrative proceeding relating to Taxes with respect to Paladin OP or any of the Subsidiaries or the computation or verification of amounts under this Section 7.4 and (ii) retain and provide the other party and its representatives with reasonable access to all records or information that may be relevant to such Tax Return, audit, examination or proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided thereunder, provided that the foregoing shall be done at the expense of the party making such request and in a manner so as not to interfere unreasonably with the conduct of the business of the parties. EXECUTION COPY
Books and Records; Cooperation. Buyers and Seller shall (and shall cause their respective Affiliates to): (a) provide the other party and its Affiliates with such assistance as may be reasonably requested in connection with the preparation of any Tax Return or any audit or other examination by any taxing authority or any judicial or administrative proceeding relating to Taxes; and (b) retain (and provide the other party and its Affiliates with reasonable access to) all records or information which may be relevant to such Tax Return, audit, examination or proceeding, provided that the foregoing shall be done in a manner so as not to interfere unreasonably with the conduct of the business of the parties. Buyers shall (and shall cause their respective Affiliates to) make available to Seller all financial records of the Transferred Entities for the fiscal year during which the Closing occurs and any prior fiscal year (the “Fiscal Years”) to enable Seller and its Affiliates to meet their obligations under applicable Tax Law, provided that such financial records shall be held by Seller and its Affiliates as confidential except to the extent disclosure is necessary for reporting under applicable Tax Law. Such financial records shall include: (i) financial statements (to the extent such financial statements are required by Law to be prepared); (ii) supporting trial balances; (iii) detailed loan schedules showing movements in the balances of financial arrangements (including external loan and intercompany loan balances); and (iv) copies of Tax Returns, Tax assessments and confirmations of Tax payments relating to each Fiscal Year, in each case, for some or all of the Transferred Entities. Buyers shall provide all such financial records promptly upon request by Seller.
Books and Records; Cooperation. (a) The parties to this Agreement and their respective Affiliates will provide each other with such cooperation and information as Buyer or Seller reasonably may request of the other or such Affiliates with respect to any Tax matter at the expense of the requesting party (unless such expense is an expense for which an indemnity is due). Such cooperation shall include providing signatures with respect to any Tax Returns that must be filed, and providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by Tax Authorities. Seller shall make itself, its advisors and the Transferred Companies’ auditors for all Pre-Closing Tax Periods available to provide explanations of any documents or information provided hereunder and to assist with any matter relating to Taxes, including any Audit or the preparation of any financial statements. Each of Seller, Buyer and their respective Affiliates shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Transferred Companies until the later of (i) the expiration of the statute of limitations of the Taxable Periods to which such Tax Returns and other documents relate, without regard to extensions, or (ii) six years following the due date (without extension) for such Tax Returns. Prior to disposing of any such records, notice shall be given by Buyer or Seller, as applicable, to the other party providing reasonable terms allowing such other party to take, at its sole expense, possession of such records.
Books and Records; Cooperation. The Surviving Corporation and the Shareholder Representative shall, and shall cause their respective representatives to, (i) provide the other party and its representatives with such assistance as may be reasonably requested in connection with the preparation of any Tax Return or any audit or other examination by any Taxing Authority or judicial or administrative proceeding relating to Taxes with respect to the Company or any Subsidiary and (ii) retain and provide the other party and its representatives with reasonable access to all records or information that may be relevant to such Tax Return, audit, examination or proceeding, provided that the foregoing shall be done at the expense of the party making such request and in a manner so as not to interfere unreasonably with the conduct of the business of the parties.
Books and Records; Cooperation. From and after the date of this Agreement (unless this Agreement is terminated) and following the Closing, Purchaser agrees that it will cooperate with and make available to any Seller, the C&C Sellers or the Sanuk Sellers, all Books and Records, information and employees (without substantial disruption of employment) that may be necessary or useful to such Seller in connection with any tax inquiry, audit, investigation or dispute, any litigation or investigation, any computation of a Participation Statement or any other matter for any reasonable business purpose. Any Seller and any proper representative(s) it designates in writing to Purchaser shall have the right to inspect, make extracts from and copy, all at such Seller’s sole expense, such Books and Records, including but not limited to financial statements and work papers related to the Participation Income Statement and the Participation Payment Computation Statement. Purchaser shall: (i) provide any Seller with such assistance as may reasonably be requested by such Seller in connection with the preparation of any return, audit, or other examination by any taxing authority or judicial or administrative proceedings relating to Liabilities for Taxes; (ii) retain and provide such Seller with any records or other information that may be relevant to such return, audit or examination, proceeding or determination; and (iii) provide any Seller 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 a Seller for any period. Without limiting the generality of the foregoing, Purchaser shall each 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 on or before the Closing Date and shall not destroy or otherwise dispose of any such records without first providing the Sellers with a reasonable opportunity to review and copy.
