Common use of Books and Records; Cooperation Clause in Contracts

Books and Records; Cooperation. AMH, Newco and ARC 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 8.6 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. AMH and ARC agree that the sharing of information and cooperation contemplated by this Section 8.6 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. AMH, Newco Each of the Sellers and ARC 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 workpaperswork papers, 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 8.6 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. AMH Apollo and ARC the Sellers agree that the sharing of information and cooperation contemplated by this Section 8.6 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. AMHBuyer shall, Newco and ARC shall (cause its Affiliates to, and Sellers shall, and shall cause their respective Covered Affiliates to) , (a) subject to Section 10.5(d), provide the other party 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 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 workpaperswork papers, documents relating to rulings or other determinations made by taxing authorities and records concerning the ownership and tax basis of property, which either party Party may possess. Each party 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 Party requesting assistance hereunder shall reimburse the other Party for any reasonable out of pocket costs incurred in providing any Tax Return, document or other written information, and shall compensate the other Party 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 8.6 10.7 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. AMH Buyer and ARC Sellers agree that the sharing of information and cooperation contemplated by this Section 8.6 10.7 shall be done in a manner so as not to interfere unreasonably with the conduct of the business of the partiesParties.

Books and Records; Cooperation. AMH, Newco Each of the Sellers and ARC 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 8.6 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. AMH Apollo and ARC the Sellers agree that the sharing of information and cooperation contemplated by this Section 8.6 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. AMH, Newco Buyer and ARC Seller shall (and shall cause their respective Affiliates to) (a) provide the other party and its Affiliates with such assistance or information as may be reasonably requested in connection with the preparation of any Tax Return or claim for refund, the determination of a tax liability 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 Tax Contest. Seller shall cause the other party Company and its Affiliates with reasonable access to) Subsidiaries to have in their possession, as of the Closing, all records or information which may be relevant to such material Tax ReturnReturns, claim material claims for refund, material Tax determinationdeterminations, auditaudits, examination examinations or proceedingproceedings for each of the fiscal years starting January 1, 2014. Such Any cooperation and information contemplated under this Section 9.6 shall include providing copies of all relevant Tax Returns, together with accompanying schedules and related workpaperswork papers, documents relating to rulings or other determinations made by taxing authorities authorities, powers of attorney with respect to Taxes or Tax Returns and records concerning the ownership and tax basis of property, which either party may possess; provided that, for the avoidance of doubt, and notwithstanding anything to the contrary contained in this Agreement, Buyer shall not be required to submit to Seller under this Agreement any consolidated, combined, unitary, affiliated or similar Tax Return of Buyer. 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 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 8.6 9.6 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. AMH Buyer and ARC Seller agree that the sharing of information and cooperation contemplated by this Section 8.6 9.6 shall be done in a manner so as not to interfere unreasonably with the conduct of the business of the parties.