Common use of Books and Records; Cooperation Clause in Contracts

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. (b) Without limiting the foregoing, at the Closing, Seller may retain any Tax Returns with respect to the Transferred Companies in the possession of Seller or any of its Affiliates, and Buyer shall be provided with copies of the Transferred Companies’ separate Tax Returns and the pro forma portion of any consolidated or combined Tax Returns relating solely to the Transferred Companies.

Books and Records; Cooperation. Each of the Sellers and Apollo shall (and shall cause their respective Affiliates to) (a) The parties to this Agreement provide the other party and their respective its Affiliates will provide each other 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 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 all relevant Tax Returns or portions thereofReturns, together with accompanying schedulesschedules and related workpapers, related work papers and documents relating to rulings or other determinations made by Tax Authoritiestaxing authorities and records concerning the ownership and tax basis of property, which either party may possess. Seller Each party shall make itself, its advisors and the Transferred Companies’ auditors for all Pre-Closing Tax Periods employees available on a mutually convenient basis to provide explanations 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 assist interfere unreasonably 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 conduct of the Transferred Companies until the later of (i) the expiration business 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 recordsparties. (b) Without limiting the foregoing, at the Closing, Seller may retain any Tax Returns with respect to the Transferred Companies in the possession of Seller or any of its Affiliates, and Buyer shall be provided with copies of the Transferred Companies’ separate Tax Returns and the pro forma portion of any consolidated or combined Tax Returns relating solely to the Transferred Companies.

Books and Records; Cooperation. (a) The parties to this Agreement and their respective Affiliates affiliates will provide each other with such cooperation and information as Buyer Purchaser or Seller reasonably may request of the other or such Affiliates 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 Taxing 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 Purchaser and their respective Affiliates 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 Company and the Subsidiaries 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 Purchaser 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. (b) Without limiting the foregoing, at the Closing, Seller may retain any Tax Returns with respect to the Transferred Companies Company and the Subsidiaries in the possession of Seller or any of its Affiliatesaffiliates, and Buyer Purchaser shall be provided with copies of the Transferred CompaniesCompany and the Subsidiaries’ separate Tax Returns and the pro forma portion of any consolidated or combined Tax Returns relating solely to the Transferred CompaniesCompany and the Subsidiaries. (c) Any information obtained under this Section 9.02 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or amendments, or conducting an audit or other proceeding.

Books and Records; Cooperation. (a) The parties to this Agreement Purchaser and the Representative shall, and shall cause their respective Affiliates will representatives to, (i) provide each the other party and its representatives with such cooperation and information assistance as Buyer or Seller may be reasonably may request requested in connection with the preparation of any Tax Return that relates to a Pre-Closing Tax Period, review of the Allocation Statement, 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 of its Subsidiaries, including any Flow-Through Tax Contests, and including by executing any powers of attorneys, and (ii) retain (until the expiration of any applicable statute of limitations) and provide the other party and its representatives with reasonable access to all records or information that may be relevant to any Tax Return, Allocation Statement, audit, examination or proceeding that relates to a Pre-Closing Tax Period and make employees available on a mutually convenient basis to provide additional information and explanation of any material provided. The Purchaser and the Representative further agree, upon request, to use all commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or customer of the Company or any of its Subsidiaries or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereby). 46 (e) Flow-Through Tax Contests. Within 15 days of receipt of notice by the Purchaser, its Affiliates, the Company or any of its Subsidiaries, of any pending or threatened Tax audit, assessment, litigation or other proceeding that relate in whole or in part to one or more Pre-Closing Tax Periods of the Company, Fresh Logistics, LLC, Xxxxxxxxx Juice Holdings, LLC or Xxxxxxxxx Juice Products, LLC (“Flow-Through Tax Contest”), the Purchaser shall notify the Representative in writing of such Affiliates Flow-Through Tax Contest. The Representative shall have the right to elect to control such Flow-Through Tax Contest at its own expense; provided that (i) the Representative’s counsel is reasonably satisfactory to the Purchaser, (ii) the Purchaser shall have the right to participate in such Flow-Through Tax Contest at its own expense, (iii) the Representative shall thereafter consult with the Purchaser upon the Purchaser’s reasonable request for such consultation from time to time with respect to such Flow-Through Tax Contest and (iv) the Representative shall not, without the Purchaser’s consent (not to be unreasonably withheld, conditioned or delayed), agree to any settlement with respect to any Tax matter at the expense of the requesting party if such settlement could adversely affect (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 Prex) a Post-Closing Tax Periods available to provide explanations of any documents or information provided hereunder and to assist with any matter relating to TaxesPeriod, including any Audit or (y) 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 liability 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. (b) Without limiting the foregoing, at the Closing, Seller may retain any Tax Returns with respect to the Transferred Companies in the possession of Seller Purchaser or any of its AffiliatesAffiliates or (z) the status of the Company or any of its Subsidiaries as a partnership or disregarded entity for Tax purposes to the extent it was reported as such. If the Representative does not elect to control such Flow-Through Tax Contest, the Representative may participate in such Flow-Through Tax Contest at its own expense and Buyer the Purchaser shall control such Flow-Through Tax Contest but shall not settle or otherwise agree to a final determination with respect to such Flow-Through Tax Contest without the prior written consent of the Representative, such consent not to be unreasonably withheld or delayed; and the expenses associated with such Flow-Through Tax Contest shall be provided with copies of paid from the Transferred Companies’ separate Tax Returns and the pro forma portion of any consolidated or combined Tax Returns relating solely to the Transferred CompaniesIndemnity Escrow Amount.

Books and Records; Cooperation. Purchaser and Seller shall (and shall cause their respective Affiliates to) (a) The parties to this Agreement provide the other party and their respective its Affiliates will provide each other 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 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 all relevant Tax Returns or portions thereofReturns, together with accompanying schedulesschedules and related workpapers, related work papers and documents relating to rulings or other determinations made by Tax AuthoritiesTaxing Authorities and records concerning the ownership and tax basis of property, which either party may possess. Seller Each party shall make itself, its advisors and the Transferred Companies’ auditors for all Pre-Closing Tax Periods employees available on a mutually convenient basis to provide explanations 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 7.4 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. Purchaser and Seller agree that the sharing of information and cooperation contemplated by this Section 7.4 shall be done in a manner so as not to assist interfere unreasonably 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 conduct of the Transferred Companies until the later of (i) the expiration business 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 recordsparties. (b) Without limiting the foregoing, at the Closing, Seller may retain any Tax Returns with respect to the Transferred Companies in the possession of Seller or any of its Affiliates, and Buyer shall be provided with copies of the Transferred Companies’ separate Tax Returns and the pro forma portion of any consolidated or combined Tax Returns relating solely to the Transferred Companies.

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 Sellers’ Representative 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. Each Seller shall make itselfhimself, its his 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 SellerSellers, 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 SellerSellers’ Representative, as applicable, to the other party Sellers’ Representative or Buyer providing reasonable terms allowing such other party Person to take, at its such Person’s sole expense, possession of such records. (b) Without limiting the foregoing, at the Closing, Seller may retain any Tax Returns with respect to the Transferred Companies in the possession of Seller or any of its Affiliates, and Buyer shall be provided with copies of the Transferred Companies’ separate Tax Returns and the pro forma portion of any consolidated or combined Tax Returns relating solely to the Transferred Companies.

Books and Records; Cooperation. (a) The parties to this Agreement Seller, the Company Group and Buyer shall reasonably cooperate, and shall cause their respective Affiliates will provide representatives to reasonably cooperate, in preparing and filing all Tax Returns, including maintaining and making available to each other all records necessary in connection with such cooperation Taxes 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 filedin resolving all audits, and providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings examinations or other determinations by disputes with Tax Authorities. Seller shall make itself, its advisors and the Transferred Companies’ auditors authorities for all Pre-Closing Tax Periods Periods. Xxxxx and Seller recognize that Seller may need access, from time to time, after the Closing Date, to certain Tax records and information held by the Company Group to the extent pertaining to events occurring prior to the Closing Date; therefore, Xxxxx agrees that from and after the Closing Date, Buyer shall, and shall cause the Company Group and their Affiliates and successors to, (i) retain and maintain such Tax records and information for three (3) years and (ii) for purposes of permitting Seller to prepare any Tax Return, allow Seller to inspect, review and make copies of such Tax records and the Company’s information as Seller or its representatives reasonably deems necessary or appropriate from time to time consistent with such purpose. Any books, records, documents or information made available pursuant to provide explanations of this Section 9.03(d) shall be subject to customary confidentiality obligations. Notwithstanding anything herein to the contrary, (x) nothing herein shall require Buyer to disclose any information that would jeopardize any attorney-client, work product doctrine or other legal privilege and (y) no party shall have any obligation to cooperate, make available personnel or disclose any documents or other information provided hereunder and pursuant to assist with this Section 9.03(d), if the information to be accessed is reasonably pertinent to any matter relating to Taxes, including any Audit litigation 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 Action 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. (b) Without limiting the foregoing, at the Closing, Seller may retain any Tax Returns with respect to the Transferred Companies in the possession of Seller or any of its Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other hand, are adverse parties; provided, that nothing in this Section 9.03(d) shall be provided limit in any respect any rights a party may have with copies respect to discovery or the production of the Transferred Companies’ separate Tax Returns and the pro forma portion of documents or other information in connection with any consolidated or combined Tax Returns relating solely to the Transferred Companiessuch Action.