Common use of Cooperation and Records Retention Clause in Contracts

Cooperation and Records Retention. Seller and Buyer shall each (i) provide the other with such assistance as may reasonably be requested by either of them in connection with the preparation of any Return, audit or other examination by any taxing authority or judicial or administrative proceeding relating to liability for Business Taxes, (ii) retain and provide the other with any records or other information which may be relevant to such Return, audit or examination, proceeding or determination, and (iii) 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 Return of the other for any period. Without limiting the generality of the foregoing, Buyer and Seller shall retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all Returns, supporting work schedules and other records or information which may be relevant to such Returns for all Tax periods or portions thereof ending before or including 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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Varsity Group Inc), Asset Purchase Agreement (Open Solutions Inc)

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Cooperation and Records Retention. Seller and Buyer shall each (i) each provide the other with such assistance as may reasonably be requested by either of them in connection with the preparation of any Returnreturn, audit audit, or other examination by any taxing authority or judicial or administrative proceeding proceedings relating to liability for Business Taxes, (ii) each retain and provide the other with any records or other information which that may be relevant to such Returnreturn, audit or examination, proceeding or determination, 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 Return 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 ReturnsTax returns, supporting work schedules and other records or information which that may be relevant to such Returns returns for all Tax periods or portions thereof ending on or before or including 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (NTN Buzztime Inc)

Cooperation and Records Retention. Seller and Buyer shall each (i) provide the other others with such assistance as may reasonably be requested by either any of them in connection with the preparation of any Return, audit or other examination by any taxing authority or judicial or administrative proceeding relating to liability for Business Taxes, (ii) retain and provide the other others with any records or other information which may be relevant to such Return, audit or examination, proceeding or determination, and (iii) 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 Return of the other others for any period. Without limiting the generality of the foregoing, Buyer and Seller shall retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all Returns, supporting work schedules and other records or information which may be relevant to such Returns for all Tax periods or portions thereof ending before or including 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Open Solutions Inc)

Cooperation and Records Retention. Seller and Buyer shall each (i) provide the other with such assistance as may reasonably be requested by either any of them in connection with the preparation of any Return, audit or other examination by any taxing authority or judicial or administrative proceeding relating to liability for Business Taxes, (ii) retain and provide the other with any records or other information which may be relevant to such Return, audit or examination, proceeding or determination, and (iii) 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 Return of the other for any period. Without limiting the generality of the foregoing, Buyer and Seller shall retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all Returns, supporting work schedules and other records or information which may be relevant to such Returns for all Tax tax periods or portions thereof ending before or including 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Lateral Media, Inc.)

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Cooperation and Records Retention. Seller and Buyer The Parties shall each (i) each provide the other Company with such assistance as may reasonably be requested by either any of them in connection with the preparation of any Returnreturn, audit audit, or other examination by any taxing authority or judicial or administrative proceeding proceedings relating to liability Liability for Business Taxes, (ii) each retain and provide the other Company with any records or other information which that may be relevant to such Returnreturn, audit or examination, proceeding or determination, and (iii) each provide the other Company with any final determination of any such audit or examination, proceeding proceeding, or determination that affects any amount required to be shown on any Tax Return of the other Company for any period. Without limiting the generality of the foregoing, Buyer and Seller each Party shall each retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all Tax Returns, supporting work schedules schedules, and other records or information which that may be relevant to such Returns returns for all Tax tax periods or portions thereof ending on or before or including 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 samerecords.

Appears in 1 contract

Samples: Formation and Contribution Agreement (Tegal Corp /De/)

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