Common use of Books and Records; Cooperation Clause in Contracts

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. Buyer Buyer, the Company 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 pursuant to the Business relating to Pre-Closing Tax Periods, Straddle Periods or Post-Closing Tax Periods, Section 8.01 and in connection with any audit, litigation or other proceeding initiated by a Governmental Authority with respect to such TaxesTaxes of the Company, including with respect to any Pre-Closing Tax Period. 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; provided, however, that (a) Buyer and the Company shall not be required to provide Seller any affiliated group Tax Return or portion thereof (including any work papers or related documentation) of Buyer or its Affiliates, and (b) Seller shall not be required to provide Buyer or the Company any Tax Return (including any work papers or related documentation) of Seller. Buyer Buyer, the Company 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 Company 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 that relate to the Company and, if the other Party so requests, Buyer the Company 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, including with respect to the transaction contemplated hereby).

Books and Records; Cooperation. Buyer and The Seller shall cooperate fully, (and shall cause its Affiliates to) (i) provide the Purchaser and its Affiliates with such assistance as and to the extent may be reasonably requested by the other Party, in connection with the filing preparation of any Tax Returns Return, audit or other examination by any taxing authority or judicial or administrative proceeding relating to Taxes with respect to the Business relating Company; and (ii) retain (and provide the Purchaser and its Affiliates with reasonable access to) all records or information which may be relevant to Pre-Closing such Tax PeriodsReturn, Straddle Periods audit, examination or Post-Closing Tax Periodsproceeding, provided that the foregoing shall be done in a manner so as not to interfere unreasonably with the conduct of the business of the Seller or its Affiliates. The Purchaser shall (and shall cause its Affiliates to) (i) provide the Seller and its Affiliates with such assistance as may be reasonably requested 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 Tax Returns, audits or other examinations by any taxing authority or judicial or administrative proceeding relating to Taxes for which the Seller may be responsible under Section 4.6; and (ii) retain (and provide the Seller and its Affiliates with reasonable access to) all records or information which may be relevant to such Tax Return or to any such Return, audit, litigation examination or other proceeding. Buyer and Seller , provided that the foregoing shall (a) retain or cause be done in a manner so as not to be retained all books and records that are in its possession interfere unreasonably with respect to Tax matters pertinent to the Business relating to any Pre-Closing Tax Period or Straddle Period until the expiration conduct of the applicable statute business of limitations (andthe Purchaser or any of its Affiliates. Each of the Seller and the Purchaser further agree that, upon reasonable written request from the other party, 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 make any election or obtain any certificate or other document documents from any Governmental Authority or any other Person as may be reasonably necessary to mitigate, reduce or eliminate any Tax Taxes that could will be imposed on the requesting party (including, but not limited to, with respect to any Tax related to the transaction transactions contemplated hereby)by this Agreement) if such action would not reasonably be expected to create any material cost or liability for, or any other adverse effect on, the non-requesting party or any of its Affiliates.

Books and Records; Cooperation. Buyer The Buyer, on one hand, and Seller shall cooperate fullythe Sellers and the Sellers’ Representative, as and to the extent reasonably requested by on the other Partyhand, in connection with the filing of Tax Returns with respect agree 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 furnish or cause to be retained furnished to the other, upon reasonable request, as promptly as practicable (and only during normal business hours), such information and assistance relating to the Units and the Assets of the Company, including access to books and records, as is reasonably necessary for the filing of all Tax Returns by the Buyer or the Sellers and the Sellers’ Representative, the making of any election relating to Taxes, the preparation for any audit by any taxing authority, and the prosecution or defense of any claim, suit or proceeding relating to any Taxes. Each of the Buyer, on one hand, and the Sellers and the Sellers’ Representative, on the other hand, shall retain a copy of all books and records that are in its possession with respect to Tax matters pertinent Taxes pertaining to the Business relating to any Pre-Closing Tax Period or Straddle Period until Units and the expiration Assets of the applicable statute Company, for a period of limitations (andat least seven years following the Closing. At the end of such period, to the extent notified by Buyer or Seller, any extension thereof) each of the applicable taxable periods, Buyer and abide by all record retention agreements entered into with any Governmental Authority, and (b) give the Sellers’ Representative shall provide the other Party reasonable with at least 10 days prior written notice before transferring, destroying or discarding any such books and records andrecords, if during which period the other Party so requests, Buyer or Seller, as the case may be, shall allow the other Party party receiving such notice can elect to take possession possession, at its own expense, of such books and records. Buyer The Buyer, on one hand, and Seller shallthe Sellers and the Sellers’ Representative, on the other hand, shall cooperate fully with the other in the conduct of any audit, litigation or other proceeding relating to Taxes involving the Units and the Assets of the Company. The Buyer, on one hand, and the Sellers and the Sellers’ Representative, on the other hand, further agree, upon reasonable request, to use their commercially reasonable efforts to obtain any certificate or other document from any governmental authority or any other 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 transactions contemplated hereby).

Books and Records; Cooperation. Buyer Buyer, the Acquired Company and Seller Sellers shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns with respect pursuant to the Business relating to Pre-Closing Tax Periods, Straddle Periods or Post-Closing Tax Periods, Section 9.02(a) and in connection with any audit, litigation or other proceeding initiated by a Governmental Authority with respect to such TaxesTaxes of the Acquired Company. 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 Buyer, the Acquired Company and Seller Sellers shall (ai) retain or cause to be retained all books and records that are in its their possession with respect to Tax matters pertinent to the Business Acquired Company 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 SellerSellers, any extension thereof) of the applicable taxable periods, and abide by all record retention agreements entered into with any Governmental Authority, and (bii) 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 the Acquired Company or SellerSellers, as the case may be, shall allow the other Party to take possession of such books and records. Buyer and Seller Sellers 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, including with respect to the transaction contemplated hereby).