Cooperation and Record Retention Sample Clauses

Cooperation and Record Retention. (a) Lithium Argentina shall and shall cause each other member of the Lithium Argentina Group to, and Spinco shall and shall cause each other member of the Spinco Group to, cooperate with any member of the other Group in the conduct of any audit or other proceedings in respect of Taxes and related Liabilities for a Relevant Tax Period. Lithium Argentina shall and shall cause each other member of the Lithium Argentina Group to, and Spinco shall and shall cause each other member of the Spinco Group to, execute and deliver such powers of attorney and make available such other documents as are reasonably necessary to carry out the intent of this Agreement. Lithium Argentina shall and shall cause each other member of the Lithium Argentina Group to notify Spinco in writing, and Spinco shall and shall cause each other member of the Spinco Group to notify Lithium Argentina in writing, of any audit, assessment or reassessment adjustments which do not result in Tax liability but can be reasonably expected to affect Tax Returns of a member of the other Group for any taxable year or other tax period.
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Cooperation and Record Retention. Vendor agrees to maintain accurate books and records in connection with Vendor’s performance of the Services. Unless returned to EAA, upon its written request, all such books and records (including, without limitation, all papers, correspondence, data, information, reports, records, receipts, and other sources of information relating to the Services and Fees paid to Vendor) will be held and preserved for the duration of this Agreement and for a period of six years after the expiration or termination of this Agreement. Vendor shall make such books and records available to EAA at EAA’s request. Further, Vendor shall, and shall cause its agents, employees and contractors to provide EAA with all assistance required to enable EAA to comply with applicable law and standards pertaining to the disclosure and confidentiality of such books and records.
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Cooperation and Record Retention. (a) Alcan shall and shall cause each other member of the Alcan Group to, and Novelis shall and shall cause each other member of the Novelis Group to, cooperate with any member of the other Group in the conduct of any audit or the proceedings in respect of a Pre-Separation Period or Straddle Period. Alcan shall and shall cause each other member of the Alcan Group to, and Novelis shall and shall cause each other member of the Novelis Group to, execute and deliver such powers of attorney and make available such other documents as are reasonably necessary to carry out the intent of this Agreement. Alcan shall and shall cause each other member of the Alcan Group to notify Novelis in writing, and Novelis shall and shall cause each other member of the Novelis Group to notify Alcan in writing, of any audit adjustments which do not result in Tax liability but can be reasonably expected to affect Tax Returns of a member of the other Group for any Period.
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Cooperation and Record Retention. Kanbay shall, and shall cause its Affiliates and contractors to, provide to X.X. Xxxxxxx Auditors all assistance required to enable X.X. Xxxxxxx to perform audits under this Section 11.12 and to comply with applicable Law. For the duration of the applicable Statement of Work and any subsequent Addenda thereto and for a period of 2 years thereafter, Kanbay shall retain records and supporting documentation sufficient to document the Services and the fees paid or payable by X.X. Xxxxxxx under this Agreement.
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Cooperation and Record Retention. 16 Section 6.01. Cooperation........................................................................... 16 Section 6.02.
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Cooperation and Record Retention. Sellers and Purchaser shall, and shall cause their Affiliates to, cooperate as reasonably requested by a party hereto, at the sole expense of the requesting party, in connection with the requesting party’s preparation of Tax Returns, defense of any audit, examination or inquiry with respect to any Taxes, pursuit of any Tax refund or credit, and preparation of any Tax Return to the extent the same may pertain to the Business or the Transferred Assets. Purchaser shall, and shall cause their Affiliates to, retain all records pertaining to Taxes with respect to periods or portions thereof ending prior to the Closing Date until the expiration of the applicable statute of limitations (including any extensions) plus (30) days. Following such expiration and prior to the disposal of any such records, Purchaser shall and shall cause their Affiliates to offer such records to Sellers at no cost to Sellers (provided Sellers shall pay the cost to deliver such records to Seller), and if Sellers do not accept such offer within thirty (30) days of such offer Purchaser may dispose of such records. To the extent the provisions of this Section 5.17(g) conflict with Section 5.03 under this Agreement, the terms of this Section 5.17(g) control.
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Cooperation and Record Retention. Sellers and Purchaser shall, and shall cause their Affiliates to, cooperate as reasonably requested by a party hereto, at the sole expense of the requesting party, in connection with the requesting party’s preparation of Tax Returns, defense of any audit, examination or inquiry with respect to any Taxes, pursuit of any Tax refund or credit, and preparation of any Tax Return to the extent the same may pertain to the Business
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Cooperation and Record Retention. The Company will retain, and Acquiror will cause the Company to retain, all relevant Tax Returns, schedules and work papers, and all related material records or other documents until the expiration of the statute of limitations (including extensions) of the taxable years to which such Tax Returns and other documents relate, but in any event for a period of not less than seven years. The Shareholders and Acquiror shall each provide the other, and each shall cause the Company to provide, as the case may be, such assistance as may reasonably be requested by any of them in connection with the preparation of any Tax Return, or any audit or other examination by any Governmental Entity or judicial or administrative proceeding relating to liability for Taxes. The Company will make available, and Acquiror will cause the Company to make available, to the Shareholders and Acquiror all records and access to employees reasonably requested by them in connection with Taxes.
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Cooperation and Record Retention 
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Related to Cooperation and Record Retention

  • Cooperation and Records Retention Seller and Buyer shall (i) each provide the other with such assistance as may reasonably be requested by any of them in connection with the preparation of any return, audit, or other examination by any taxing authority or judicial or administrative proceedings relating to liability for Taxes, (ii) each retain and provide the other with any records or other information that may be relevant to such return, audit or examination, proceeding or determination, and (iii) each provide the other with any final determination of any such audit or examination, proceeding, or determination that affects any amount required to be shown on any tax return of the other for any period. Without limiting the generality of the foregoing, Buyer and Seller shall each retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all tax returns, supporting work schedules, and other records or information, in a timely manner, as and that may be relevant to such returns for all tax periods or portions thereof ending on or before the Closing Date and shall not destroy or otherwise dispose of any such records without first providing the other party with a reasonable opportunity to review and copy the same.

  • Record Retention The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act.

  • RECORD RETENTION AND CONFIDENTIALITY Ultimus shall keep and maintain on behalf of the Trust all books and records which the Trust and Ultimus is, or may be, required to keep and maintain pursuant to any applicable statutes, rules and regulations, including without limitation Rules 31a-1 and 31a-2 under the 1940 Act, relating to the maintenance of books and records in connection with the services to be provided hereunder. Ultimus further agrees that all such books and records shall be the property of the Trust, and agrees to surrender the records of the Trust upon request, and to make such books and records available for inspection by the Trust or by the SEC at reasonable times and otherwise to keep confidential all books and records and other information relative to the Trust and its shareholders; except when requested to divulge such information by duly-constituted authorities or court process. If Ultimus is requested or required to disclose any confidential information supplied to it by the Trust, Ultimus shall, unless prohibited by law, promptly notify the Trust of such request(s) so that the Trust may seek an appropriate protective order. Nonpublic personal shareholder information shall remain the sole property of the Trust. Such information shall not be disclosed or used for any purpose except in connection with the performance of the duties and responsibilities described herein or as required or permitted by law. The provisions of this Section shall survive the termination of this Agreement. The parties agree to comply with any and all regulations promulgated by the SEC or other applicable laws regarding the confidentiality of shareholder information.

  • Information and Records (a) Lessee shall promptly furnish to Lessor all such information as Lessor may from time to time reasonably request regarding the Aircraft or any part thereof, its use, registration, location and condition. In addition, Lessee shall, on each Maintenance Payments Date and the Termination Date, furnish to Lessor a monthly maintenance status report substantially in the form of Schedule 5.

  • Records Retention The Asset Representations Reviewer will maintain copies of Review Materials, Review Reports and internal work papers and correspondence (collectively the “Client Records”) for a period of two years after the termination of this Agreement. At the expiration of the retention period, the Asset Representations Reviewer shall return all Client Records to the Servicer, in electronic format or, to the extent held in tangible form, in that form. Upon the return of the Client Records, the Asset Representations Reviewer shall have no obligation to retain such Client Records or to respond to inquiries concerning any Asset Review.

  • Information and Cooperation Each Party that has responsibility for filing and prosecuting any Patent Rights under this Section 7.4 (a “Filing Party”) shall (a) regularly provide the other Party (the “Non-Filing Party”) with copies of all patent applications filed hereunder and other material submissions and correspondence with the patent offices, in sufficient time to allow for review and comment by the Non-Filing Party; and (b) provide the Non-Filing Party and its patent counsel with an opportunity to consult with the Filing Party and its patent counsel regarding the filing and contents of any such application, amendment, submission or response. The advice and suggestions of the Non-Filing Party and its patent counsel shall be taken into consideration in good faith by such Filing Party and its patent counsel in connection with such filing. Each Filing Party shall pursue in good faith all reasonable claims and take such other reasonable actions, as may be requested by the Non-Filing Party in the prosecution of any Patent Rights covering any Program Technology under this Section 7.4; provided, however, if the Filing Party incurs any additional expense as a result of any such request, the Non-Filing Party shall be responsible for the cost and expenses of pursuing any such additional claim or taking such other actions. In addition, Company agrees that if Licensor claims any action taken under Section 7.4(d)(i) would be detrimental to Patent Rights covering Licensor Technology, Licensor shall provide written notice to Company and the Patent Coordinators shall, as promptly as possible thereafter, meet to discuss and resolve such matter and, if they are unable to resolve such matter, the Parties shall refer such matter to a mutually agreeable outside patent counsel for resolution.

  • Litigation and Compliance There is no action, suit, investigation, litigation or proceeding against such Legal Entity pending or threatened before any court, governmental agency or arbitrator that challenges, or would reasonably be expected to have a material adverse effect on, the legality, validity or enforceability of this Agreement.

  • Access to Information and Records During the period prior to the Closing:

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