Common use of Cooperation, Access to Information, and Record Retention Clause in Contracts

Cooperation, Access to Information, and Record Retention. The Sellers, the Company and the Buyer shall cooperate, and shall cause their representatives to cooperate, as and to the extent reasonably requested by any other Party hereto in connection the preparation and filing of Tax Returns as provided herein and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the provision of records and information which are reasonably relevant to any such Tax Return, audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Sellers, the Buyer and the Company shall (i) retain all books and records with respect to Company Taxes (including Tax Returns) relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations for assessment of Taxes for such respective taxable period and (ii) give the other Parties hereto reasonable written notice prior to transferring, destroying or discarding any such books and records and, if another Party so requests, allow the other Party to take possession of such books and records.

Cooperation, Access to Information, and Record Retention. The SellersStockholders, Parent and the Company and the Buyer its Subsidiaries shall cooperate, and shall cause their representatives to cooperate, as and to the extent reasonably requested by any other Party hereto in connection with the preparation and filing of Tax Returns as provided herein and herein, any audit, litigation or other proceeding Proceeding with respect to Taxes, and any determination regarding reflection of Tax liabilities of the Company or its Subsidiaries in financial statements of Parent. Such cooperation shall include the provision of records and information which are reasonably relevant to any such Tax Return, auditProceeding relating to Taxes or any preparation of financial statements, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The SellersStockholders, the Buyer Parent and the Company and its Subsidiaries shall (i) retain all books and records with respect to Taxes of the Company Taxes and its Subsidiaries (including Tax Returns) relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations for assessment of Taxes for such respective taxable period and (ii) give the other Parties hereto reasonable written notice prior to transferring, destroying or discarding any such books and records and, if another Party so requests, allow the other Party to either copy or take possession of such books and records.

Cooperation, Access to Information, and Record Retention. The SellersSignificant Stockholders, Parent and the Company and the Buyer shall cooperate, and shall cause their Affiliates and representatives to cooperate, as and to the extent reasonably requested by any other Party hereto in connection the preparation and filing of Tax Returns as provided herein and herein, any audit, litigation or other proceeding Proceeding with respect to Taxes, and any determination regarding reflection of Tax Liabilities of the Company and its Subsidiaries in financial statements of Parent. Such cooperation shall include the provision of records and information which that are reasonably relevant to any such Tax Return, auditProceeding relating to Taxes or any preparation of financial statements, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The SellersSignificant Stockholders, the Buyer Parent and the Company shall (i) retain all books and records with respect to Taxes of the Company Taxes and its Subsidiaries (including Tax Returns) relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations for assessment of Taxes for such respective taxable period and (ii) give the other Parties hereto reasonable written notice prior to transferring, destroying or discarding any such books and records and, if another Party so requests, allow the other Party to either copy or take possession of such books and records.