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

Cooperation, Access to Information, and Records Retention. The Seller and the Buyer shall cooperate as and to the extent reasonably requested by the other in connection with the preparation and filing of Tax Returns as provided herein and any Proceeding with respect to Taxes relating to the Company. Such cooperation shall include the provision of records and information reasonably relevant to any Tax Return or Tax Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer agrees (i) to retain all books and records relevant to Taxes of the Company (including Tax Returns (other than income Tax Returns, which shall be retained by the Seller)) 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) to give the Seller reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the Seller so requests, the Buyer shall allow the Seller to take possession of or copy such books and records.

Cooperation, Access to Information, and Records Retention. The Seller Agent and the Buyer Purchaser shall cooperate cooperate, and cause their representatives and Affiliates to cooperate, as and to the extent reasonably requested by the other in connection with the preparation and filing of Tax Returns as provided herein and any Proceeding audit, litigation or other proceeding with respect to Taxes relating to the CompanyCompanies. Such cooperation shall include the provision of records and information which are reasonably relevant to any such Tax Return Return, audit, litigation or Tax Proceeding other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer Purchaser agrees (i) to retain all books and records relevant to Taxes of the Company Companies (including Tax Returns (other than income Tax Returns, which shall be retained by the Seller)) 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) to give the Seller Agent reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the Seller Agent so requests, the Buyer Purchaser shall allow the Seller Agent to take possession of or copy of such books and records.

Cooperation, Access to Information, and Records Retention. The Seller and the Buyer Purchaser shall cooperate as and to the extent reasonably requested by the other in connection with the preparation and filing of Tax Returns as provided herein and any Proceeding audit, litigation or other proceeding with respect to Taxes relating to the CompanyBusiness or an Acquired Subsidiary. Such cooperation shall include the provision of records and information that are reasonably relevant to any such Tax Return Return, audit, litigation or Tax Proceeding other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer Purchaser agrees (i) to retain all books and records relevant to Taxes of the Company Business or any Acquired Subsidiary that are in the possession of Purchaser, an Affiliate thereof or any Acquired Subsidiary after the Closing (including Tax Returns (other than income Tax Returns, which shall be retained by the Seller)) 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) to give the Seller reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the Seller so requests, the Buyer Purchaser shall allow the Seller to take possession of or copy of such books and records.

Cooperation, Access to Information, and Records Retention. The Seller and the Buyer shall cooperate as and to the extent reasonably requested by the other in connection with the preparation and filing of Tax Returns as provided herein and any Proceeding with respect to Taxes relating of the Newcos, or with respect to the CompanyAssigned IPR, Transferred Assets or Assumed Liabilities. Such cooperation shall include the provision of records and information reasonably relevant to any Tax Return or Tax Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer agrees shall (i) to retain all books and records relevant to Taxes of the Company (Newcos, Assigned IPR, Transferred Assets and the Assumed Liabilities, including Tax Returns (other than income Tax Returns, which shall be retained by the Seller)) such books and records 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) to give the Seller reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the Seller so requests, the Buyer shall allow the Seller to take possession of or copy such books and records.

Cooperation, Access to Information, and Records Retention. The Seller Agent and the Buyer Purchaser shall cooperate cooperate, and cause their Representatives and Affiliates to cooperate, as and to the extent reasonably requested by the other in connection with the preparation and filing of Tax Returns as provided herein and any Proceeding audit, litigation or other proceeding with respect to Taxes relating to the CompanyCompanies. Such cooperation shall include the provision of records and information which are reasonably relevant to any such Tax Return Return, audit, litigation or Tax Proceeding other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer Purchaser agrees (i) to retain all books and records relevant to Taxes of the Company Companies (including Tax Returns (other than income Tax Returns, which shall be retained by the Seller)) 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) to give the Seller Agent reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the Seller Agent so requests, the Buyer Purchaser shall allow the Seller Agent to take possession of or copy of such books and records.