Common use of Books and Records; Cooperation Clause in Contracts

Books and Records; Cooperation. Paladin and Parent shall, and shall cause their representatives and Affiliates 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, including the filing of any claim for refund resulting from a carryback of any net operating losses, or any audit or other examination by any taxing authority or judicial or administrative proceeding relating to Taxes with respect to Paladin OP or any of the Subsidiaries or the computation or verification of amounts under this Section 7.4 and (ii) retain and provide the other party and its representatives with reasonable access to all records or information that may be relevant to such Tax Return, audit, examination or proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided thereunder, provided that the foregoing shall 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. EXECUTION COPY

Appears in 1 contract

Samples: Agreement and Plan of Merger (Paladin Realty Income Properties Inc)

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Books and Records; Cooperation. Paladin Each of Purchaser and Parent Seller shall, and shall cause their representatives and Affiliates to, its respective Representatives to (ia) provide the other party and its representatives Representatives with such assistance as may be reasonably requested in connection with the preparation of any Tax Return, including the filing of any claim for refund resulting from a carryback of any net operating losses, Return or any audit or other examination by any taxing authority Taxing Authority or judicial or administrative proceeding relating to Taxes with respect to Paladin OP the Business, the Company or any of the Subsidiaries a Company Subsidiary or the computation or verification of amounts under this Section 7.4 Article 7 and (ii) b), until 90 days after the expiration of the applicable statute of limitations in relation thereto, retain and provide the other party and its representatives Representatives with reasonable access to all records or information that may be relevant to such Tax Return, audit, examination or proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided thereunder, provided that the foregoing shall 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. EXECUTION COPY.

Appears in 1 contract

Samples: Stock Purchase Agreement (CTS Corp)

Books and Records; Cooperation. Paladin and Parent shall, and shall cause their representatives and Affiliates 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, including the filing of any claim for refund resulting from a carryback of any net operating losses, or any audit or other examination by any taxing authority or judicial or administrative proceeding relating to Taxes with respect to Paladin OP or any of the Subsidiaries or the computation or verification of amounts under this Section 7.4 and (ii) retain and provide the other party and its representatives with reasonable access to all records or information that may be relevant to such Tax Return, audit, examination or proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided thereunder, provided that the foregoing shall 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. EXECUTION COPY.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Resource Real Estate Opportunity REIT, Inc.)

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Books and Records; Cooperation. Paladin The Purchaser and Parent the Sellers shall, and shall cause their respective representatives and Affiliates 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, including the filing of any claim for refund resulting from a carryback of any net operating losses, or any audit or other examination by any taxing authority or judicial or administrative proceeding relating to Taxes with respect to Paladin OP the Company or any of the Subsidiaries its Subsidiary or the computation or verification of amounts under this Section 7.4 11.01 and (ii) retain and provide the other party and its representatives with reasonable access to all records or information that may be relevant to such Tax Return, audit, examination or proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided thereunder, provided that the foregoing shall 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. EXECUTION COPY.

Appears in 1 contract

Samples: Stock Purchase Agreement (Idex Corp /De/)

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