Common use of Cooperation After Closing Clause in Contracts

Cooperation After Closing. After the Closing Date, Brite, Seller and Buyer shall: (i) assist (and cause their respective affiliates to assist) the other party in preparing any Tax Returns or reports which such other party is responsible for preparing and filing in accordance with this Section 4.5; (ii) cooperate fully in preparing for any audits of, or disputes with taxing authorities regarding, any Tax Return of Company; (iii) make available to the other and to any taxing authority as reasonably requested all information, records, and documents relating to Taxes of Company; (iv) provide timely notice to the other in writing of any pending or threatened tax audits or assessments of Company for taxable periods for which the other may have a liability under this Agreement; (v) furnish the other with copies of all correspondence received from any taxing authority in connection with any tax audit or information request with respect to any such taxable period; (vi) retain and (upon the other party's request) provide records and information that are reasonably relevant to any audit, litigation or other proceeding or to tax matters pertinent to Company relating to any taxable year or period beginning before the Closing Date until the expiration of the statute of limitations (and any extensions thereof) of the respective taxable periods and give the other party reasonable written notice prior to transferring, destroying or discarding any such records and information; PROVIDED, if Buyer so requests, after receiving notice that such records are to be destroyed or discarded, Brite shall allow Buyer to take possession of such books and records; and, PROVIDED FURTHER, that Buyer shall not be required to give such notice to Brite after the expiration of the statute of limitations (and any extensions thereof known to Buyer) of the respective tax period to which such books and records relate; (vii) provide, upon request, all information that may be required for reporting pursuant to Section 6043 of the Code and the regulations thereunder; and (viii) abide by all record retention agreements entered into with any taxing authority.

Cooperation After Closing. After the Closing Date, Brite, Seller and Buyer ------------------------- American General shall: (i) assist (and cause their respective affiliates to assist) the other party in preparing any Tax Returns or reports which such other party is responsible for preparing and filing in accordance with this Section 4.54.14; (ii) cooperate fully in preparing for any audits of, or disputes with taxing authorities regarding, any Tax Return Returns of CompanySavings; (iii) make available to the other and to any taxing authority as reasonably requested all information, records, and documents relating to Taxes of CompanySavings; (iv) provide timely notice to the other in writing of any pending or threatened tax audits or assessments of Company Savings for taxable periods for which the other may have a liability under this Agreement; (v) furnish the other with copies of all correspondence received from any taxing authority in connection with any tax audit or information request with respect to any such taxable period; (vi) retain and (upon the other party's request) provide records and information that are reasonably relevant to any audit, litigation or other proceeding or to tax matters pertinent to Company Savings relating to any taxable year or period beginning before the Closing Date until the expiration of the statute of limitations (and any extensions thereof) of the respective taxable periods and give the other party reasonable written notice prior to transferring, destroying or discarding any such records and information; PROVIDEDprovided, -------- if Buyer American General so requests, after receiving notice that such records are to be destroyed or discarded, Brite Seller shall allow Buyer American General to take possession of such books and records; and, PROVIDED FURTHERprovided -------- further, that Buyer American General shall not be required to give such ------- notice to Brite Seller after the expiration of the statute of limitations (and any extensions thereof known to BuyerAmerican General) of the respective tax period to which such books and records relate; (vii) provide, upon request, all information that may be required for reporting pursuant to Section 6043 of the Code and the regulations thereunder; and (viii) abide by all record retention agreements entered into with any taxing authority.

Cooperation After Closing. After the Closing Date, Brite, Seller and Buyer shall: (i) assist (and cause their respective affiliates to assist) the other party in preparing any Tax Returns or reports which such other party is responsible for preparing and filing in accordance with this Section 4.5; (ii) cooperate fully in preparing for any audits of, or disputes with taxing authorities regarding, any Tax Return of Company; (iii) make available to the other and to any taxing authority as reasonably requested all information, records, and documents relating to Taxes of Company; (iv) provide timely notice to the other in writing of any pending or threatened tax audits or assessments of Company for taxable periods for which the other may have a liability under this Agreement; (v) furnish the other with copies of all correspondence received from any taxing authority in connection with any tax audit or information request with respect to any such taxable period; (vi) retain and (upon the other party's request) provide records and information that are reasonably relevant to any audit, litigation or other proceeding or to tax matters pertinent to Company relating to any taxable year or period beginning before the Closing Date until the expiration of the statute of limitations (and any extensions thereof) of the respective taxable periods and give the other party reasonable written notice prior to transferring, destroying or discarding any such records and information; PROVIDEDprovided, if Buyer so requests, after receiving notice that such records are to be destroyed or discarded, Brite shall allow Buyer to take possession of such books and records; and, PROVIDED FURTHERprovided further, that Buyer shall not be required to give such notice to Brite after the expiration of the statute of limitations (and any extensions thereof known to Buyer) of the respective tax period to which such books and records relate; (vii) provide, upon request, all information that may be required for reporting pursuant to Section 6043 of the Code and the regulations thereunder; and (viii) abide by all record retention agreements entered into with any taxing authority.

Cooperation After Closing. After the Closing Date, Brite, . Seller and Buyer FACO shall: (i) assist (and cause their respective affiliates to assist) the other party in preparing any Tax Returns or reports which such other party is responsible for preparing and filing in accordance with this Section 4.54.16; (ii) cooperate fully in preparing for any audits of, or disputes with taxing authorities regarding, any Tax Return Returns of CompanySavings; (iii) make available to the other and to any taxing authority as reasonably requested all information, records, and documents relating to Taxes of CompanySavings; (iv) provide timely notice to the other in writing of any pending or threatened tax audits or assessments of Company Savings for taxable periods for which the other may have a liability under this Agreement; (v) furnish the other with copies of all correspondence received from any taxing authority in connection with any tax audit or information request with respect to any such taxable period; (vi) retain and (upon the other party's request) provide records and information that are reasonably relevant to any audit, litigation or other proceeding or to tax matters pertinent to Company Savings relating to any taxable year or period beginning before the Closing Date until the expiration of the statute of limitations (and any extensions thereof) of the respective taxable periods and give the other party reasonable written notice prior to transferring, destroying or discarding any such records and information; PROVIDEDprovided, if Buyer FACO so requests, after receiving notice that such records are to be destroyed or discarded, Brite Seller shall allow Buyer FACO to take possession of such books and records; and, PROVIDED FURTHERprovided further, that Buyer FACO shall not be required to give such notice to Brite Seller after the expiration of the statute of limitations (and any extensions thereof known to BuyerFACO) of the respective tax period to which such books and records relate; (vii) provide, upon request, all information that may be required for reporting pursuant to Section 6043 of the Code and the regulations thereunder; and (viii) abide by all record retention agreements entered into with any taxing authority.