Common use of Books and Records; Cooperation Clause in Contracts

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.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Clarus Corp)

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Books and Records; Cooperation. Buyer Buyers and Seller will, and will cause their respective Representatives to, (ia) 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 Transferred Company and (iib) 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, 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.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Emcore Corp)

Books and Records; Cooperation. Buyer and Seller Sellers will, and will cause their respective Representatives to, (ia) 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 Company and (iib) 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 proceedingProceeding, provided, 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.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Landsea Homes Corp)

Books and Records; Cooperation. Buyer and Seller the Sellers will, and will cause their respective Representatives to, (ia) provide the other Party and his or 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 taxing authority or Proceeding relating to Taxes with respect to the Companies any Acquired Company and (iib) 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 his or 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 proceedingProceeding, provided, that, 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.

Appears in 1 contract

Samples: Share Purchase Agreement (NortonLifeLock Inc.)

Books and Records; Cooperation. Buyer and Seller Sellers will, and will cause their respective Representatives to, (ia) 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 Company or any Company Subsidiary and (iib) 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 proceedingProceeding, provided, 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.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Landsea Homes Corp)

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Books and Records; Cooperation. Buyer and Seller will, and will cause their respective Representatives to, (ia) 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 taxing authority or Proceeding relating to Taxes with respect to the Acquired Companies and (iib) 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 proceedingProceeding, provided, that, 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.

Appears in 1 contract

Samples: Share Purchase Agreement (Lantronix Inc)

Books and Records; Cooperation. Buyer and Seller Sellers will, and will cause their respective Representatives to, (ia) 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 Acquired Companies and (iib) 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, 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.

Appears in 1 contract

Samples: Purchase and Sale Agreement (William Lyon Homes)

Books and Records; Cooperation. Buyer and Seller Sellers will, and will cause their respective Representatives to, (ia) 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 Company and (iib) 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, 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.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Clarus Corp)

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