Cooperation and Access to Information. Provided that the rights under this paragraph (b) lapse on the expiration of the Indemnity period or the exhaustion of the Escrow Fund, the parties to this Agreement shall cooperate as and to the extent reasonably requested by any other party hereto, in connection with (i) the filing of Tax Returns pursuant to this Agreement and any audit, litigation or other proceeding with respect to Taxes, and (ii) complying with Section 6043 of the Code and all Treasury Regulations promulgated thereunder. Such cooperation shall include the retention and (upon another party's request) 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.
Cooperation and Access to Information. 1. The Host State shall provide full cooperation and support to EUAM Ukraine and EUAM Ukraine personnel. Where applicable, recourse will be made to the procedures foreseen in the Agreement between Ukraine and the European Union on security procedures for the exchange of classified information of 13 June 2005. If required for the purposes of the first subparagraph, supplementary arrangements as referred to in Article 18 shall be concluded.
2. The Head of Mission and the Host State shall consult regularly and take appropriate measures to ensure close and reciprocal liaison at every appropriate level. The Host State may appoint a liaison officer to EUAM Ukraine.
Cooperation and Access to Information. InSight and Newco will provide SMSI with such cooperation and information as SMSI reasonably may request for the purpose of preparing and filing any Tax return, amended return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes, in each case to the extent involving the Company and taxable periods ending on or before the Closing Date. Such cooperation and information shall include providing access to books and records of the Company, financial statements, state allocation information with respect to Taxes and copies of relevant Tax returns or portions thereof, together with accompanying schedules and related work papers and documents relating to rulings or other determinations by taxing authorities. InSight and Newco shall make their employees available to SMSI on a mutually convenient basis to provide explanations of any documents or information provided hereunder. Newco and InSight will retain all returns, schedules and work papers and all material records or other documents relating to Tax matters of the Company for the taxable period first ending after the Closing Date and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the taxable periods to which such returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods, or (ii) eight (8) years following the due date (without extension) for such returns. Anything to the contrary in this Agreement notwithstanding, SMSI may retain all returns, schedules and work papers and all material records or other documents relating to Tax matters for all taxable periods of the Company ending on or prior to the Closing Date and will make such documents available and provide copies of such documents upon reasonable request of InSight or Newco. Any information obtained under this Section 7.12 shall be kept confidential, except as may be otherwise necessary in connection with the filing of returns or claims for refund or in conducting an audit or other proceeding.
Cooperation and Access to Information. 1. The Host Party shall provide full cooperation and support to EUJUST THEMIS and EUJUST THEMIS personnel.
2. If requested and necessary for the accomplishment of the EUJUST THEMIS mission, the Host Party shall provide EUJUST THEMIS personnel with effective access to: — buildings, facilities, locations and official vehicles within the control of the Host Party; — documents, materials and information within its control relevant to the mandate of EUJUST THEMIS. If required, supplementary arrangements as referred to in Article 16 shall be concluded.
3. The Head of Mission and the Host Party shall consult regularly and take appropriate measures to ensure close and reciprocal liaison at every appropriate level.
Cooperation and Access to Information. The Company shall provide the Consultants with access to the appropriate information pertaining to the Company and its business that is necessary and appropriate for the Consultants' performance of their obligations hereunder. The Company shall make its management and employees reasonably available to the Consultants as may be required by the Consultants in the performance of their obligations hereunder. The Consultants shall treat as strictly confidential (and shall not disclose) all information received or obtained as a result of entering into this Agreement or performing their obligations hereunder.
Cooperation and Access to Information. 52. Settlor shall cooperate with ADEQ and grant ADEQ and its representatives, authorized agents, attorneys, investigators, consultants, advisors, and contractors to identifying and attempting to locate Xxxxxxx’s former employees, agents, contractors, officers, directors, and appointed and elected officials who may have knowledge of facts related to the release, disposal, generation, treatment, storage, or transportation of any hazardous substance at, or from, the Facility relating to the Site. The Parties acknowledge that Xxxxxxx has not been in business since 1983 and is no longer a corporation and has no employees or Business Records. Notwithstanding the foregoing, Settlor will cooperate in all reasonable manner which shall include, but not be limited to:
A. Identifying and attempting to locate Xxxxxxx’s former employees, agents, contractors, officers, directors, and appointed and elected officials who may have knowledge of facts related to the release, disposal, generation, treatment, storage, or transportation of any hazardous substance at, or from, the Facility relating to the Site and agreeing not to assert any claim of privilege or confidentiality to any fact, data, or technical opinions or conclusions regarding the conditions, releases at the Facility or the Site, how hazardous substances came to be at the Site, or liability of any person or the ability of any person to pay for or undertake Remedial Actions at the Facility or the Site;
B. Cooperating with and providing reasonable assistance to ADEQ in connection with any investigation related to the release, disposal, generation, treatment, storage or transportation of any hazardous substance at or from the Facility relating to the Site and in preparing for any hearing, allocation, or other proceeding related to the Facility or Site;
53. Settlor represents and warrants that as of the date this Settlement Agreement is signed by Settlor, neither Settlor nor any person has or will alter, mutilate, discard, destroy, or otherwise dispose of any Business Record, Document, or other information relating to the release, disposal, generation, treatment, storage, or transportation of any hazardous substance at or from the Facility relating to the Site. For ten (10) years after the date of entry of this Agreement, Settlor shall retain and, upon request, grant ADEQ and its authorized agents, attorneys, investigators, and contractors prompt access to all such Business Records for inspection and copying in Arizon...
Cooperation and Access to Information. (a) From the date hereof and until the First Closing is consummated, each of Strand and Venaxis will use their respective commercially reasonable efforts to facilitate the activities and obligations of the parties under each of the Transaction Agreements, including, without limitation, this Agreement, the Asset Purchase Agreement, the Share Sale Agreements and the Investment Agreements, and will use commercially reasonable efforts to: (i) take the actions necessary to secure the approval of Venaxis shareholders to the Transactions and other proposals submitted in the Venaxis Proxy Statement and (ii) cause each Outstanding Shareholder to execute all Transaction Agreements applicable to him, her or it; provided, if all such Transaction Agreements are not executed by the First Closing, this subsection (ii) shall continue until the Second Closing. Venaxis shall provide all documents and information which may be required to obtain the Strand Required Consents and Filings including Know Your Customer (KYC) requirements of Kotak Mahindra Bank Limited and use commercially reasonable efforts to assist Strand in obtaining the Strand Required Consents and Filings.
(b) From the date hereof and until the Second Closing is consummated, each of Strand and Venaxis shall (a) afford the other Party and its Representatives full and free access to and the right to inspect all of the assets, Books and Records, Contracts and other documents and data related to its business; (b) furnish the other Party and its Representatives with such financial, operating and other data and information related to its business as the requesting Party or any of its Representatives may reasonably request; and (c) instruct the Representatives of Strand and Venaxis, as applicable to cooperate with the other Party in its investigation of its business. Any investigation pursuant to this Section 5.3 shall be conducted in such manner as not to interfere unreasonably with the conduct of its business or any other businesses of Strand or Venaxis, as the case may be.
Cooperation and Access to Information. 1. The Host Party shall provide full cooperation and support to EU Proxima and EU Proxima personnel.
2. If requested and necessary for the accomplishment of the EUPOL Proxima mission, the Host Party shall provide: — effective access to EUPOL Proxima personnel to buildings, facilities, locations and official vehicles within the control of the Host Party; — EUPOL Proxima personnel with effective access to docu- ments, materials and information within its control relevant to the mandate of the EUPOL Mission.
3. The Head of Mission and the Host Party shall consult regularly and take appropriate measures to ensure close and reciprocal liaison at every appropriate level. The Host Party may appoint a liaison officer to EUPOL Proxima.
Cooperation and Access to Information. 1. The Host Party shall provide full cooperation and support to EU Kinshasa and EU Kinshasa personnel.
2. If requested and necessary for the accomplishment of the EUPOL Kinshasa mission, the Host Party shall provide:
(a) EUPOL Kinshasa personnel with effective access to buildings, facilities, locations and official vehicles within the control of the Host Party;
(b) EUPOL Kinshasa personnel with effective access to documents, materials and information within its control relevant to the mandate of EUPOL Kinshasa.
3. The Head of Mission/Police Commissioner and the Government of the Host Party shall consult regularly and take appropriate measures to ensure close and reciprocal liaison at every appropriate level. The Host Party may appoint a liaison officer to EUPOL Kinshasa.
Cooperation and Access to Information. Shareholders ------------------------------------- and PETsMART shall cooperate as and to the extent reasonably requested by any other party hereto, in connection with (A) the filing of Tax Returns pursuant to this section and any audit, litigation or other proceeding with respect to Taxes, and (B) complying with Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. Such cooperation shall include the retention and (upon another party's request) 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.
