Common use of Books and Records; Cooperation Clause in Contracts

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.

Appears in 3 contracts

Samples: Master Agreement (AXA Equitable Holdings, Inc.), Master Agreement (Protective Life Insurance Co), Master Agreement (Protective Life Corp)

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Books and Records; Cooperation. Purchaser, Each of Parent and Seller Sellers shall (and shall cause their respective Affiliates to) (ai) 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 (bii) 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.

Appears in 1 contract

Samples: Merger Agreement (Granahan McCourt Acquisition CORP)

Books and Records; Cooperation. Purchaser, Parent Buyer and Seller the Sellers 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (BWAY Holding CO)

Books and Records; Cooperation. Purchaser, Parent Purchaser 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 Taxes, (b) retain (and provide the other party and its Affiliates with reasonable access to) all records or information which that may be relevant to such Tax Return, audit, examination or proceeding, and (c) make employees available on a mutually convenient basis to provide assistance or information, 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (American Financial Group Inc)

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Books and Records; Cooperation. Purchaser, Parent Acquiror and Seller shall (and shall cause their respective Affiliates to) (ai) 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 (bii) 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, 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.

Appears in 1 contract

Samples: Share Purchase Agreement (Tribune Media Co)

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