Common use of Cooperation and Records Retention Clause in Contracts

Cooperation and Records Retention. Seller and Buyer shall (i) each provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies to provide Seller, with such assistance as may reasonably be requested by any of them in connection with the preparation of any Tax Return, audit or other examination by any Taxing Authority or judicial or administrative proceedings relating to liability for taxes, which the other party may be liable for, (ii) each retain and provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies to retain and provide Seller, with any records or other information which may be relevant to such Tax 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 such Tax Return of the other for any period. Without limiting the generality of the foregoing, Buyer shall retain, and shall cause BGH Holdings, BRH Holdings and the Companies to retain, and Seller shall 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 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. In the event that a party fails to reasonably comply with any request by the other to provide any assistance, records, information or other items contemplated by this Section 8.07 (b), the requesting party shall have the right, in addition to any other remedies which it might have under this Agreement or under Law, to retain (at the other party's expense) such accountants, attorneys or other advisors as reasonably necessary for the purpose of conducting an audit of the books and records of the other party or its Affiliates, as applicable, in order to obtain such requested assistance, records, information or other items.

Cooperation and Records Retention. The Seller Representative and the Buyer shall (i) each provide the other, and the Buyer shall cause BGH Holdings, BRH Holdings and the Companies each Opto-tech Entity to provide Sellerthe Seller Representative, with such assistance as may be reasonably be requested by any of them in connection with the preparation of any Tax Return, audit audit, or other examination by any Taxing Authority or judicial or administrative proceedings relating to liability for taxes, which the other party may be liable forTaxes, (ii) each retain and provide the other, and the Buyer shall cause BGH Holdings, BRH Holdings and the Companies each Opto-tech Entity to retain and provide Sellerthe Seller Representative with, with any records or other information which that may be relevant to such Tax Return, audit or examination, proceeding proceeding, or determination, and (iii) each provide the other with any final determination of any such audit or examination, proceeding proceeding, or determination that affects any amount required to be shown on any such Tax Return of the other any Opto-tech Entity for any period. Without limiting the generality of the foregoing, the Buyer shall retain, and shall cause BGH Holdings, BRH Holdings and the Companies each Opto-tech Entity to retain, and the Seller Representative shall 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 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 Party with a reasonable opportunity to review and copy the same. In Each Party shall bear its own expenses in complying with the event that a party fails to reasonably comply with any request by the other to provide any assistance, records, information or other items contemplated by this Section 8.07 (b), the requesting party shall have the right, in addition to any other remedies which it might have under this Agreement or under Law, to retain (at the other party's expense) such accountants, attorneys or other advisors as reasonably necessary for the purpose of conducting an audit of the books and records of the other party or its Affiliates, as applicable, in order to obtain such requested assistance, records, information or other itemsforegoing provisions.

Cooperation and Records Retention. Seller Company, Principal Stockholders, Merger Sub and Buyer Purchaser each shall (i) each provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies to provide Seller, other with such assistance as may reasonably be requested by any either of them in connection with the preparation of any Tax Return, audit audit, or other examination by any Taxing Authority or judicial or administrative proceedings relating to liability for taxes, which the other party may be liable for, any Taxes; (ii) each retain and provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies to retain and provide Seller, other with any records or other information which that may be relevant to such Tax Return, audit or examination, proceeding or determination, and ; (iii) each provide the other with any final determination of any such audit or examination, proceeding proceeding, or determination that affects any amount required to be shown on any such Tax Return of the other for any period. Without limiting ; and (iv) cooperate with respect to closing the generality books of Company and filing a Tax Return for Company as of the foregoing, Buyer Closing Date. The party requesting any such assistance or information shall retain, bear all of the out-of-pocket costs and shall cause BGH Holdings, BRH Holdings expenses reasonably incurred in connection with providing such assistance or information. Company and the Companies Principal Stockholders, as agreed to retainin the Principal Stockholders Agreement and Knowledge Certificate, shall (A) retain all books and Seller shall retain, records with respect to Tax matters pertinent to Company relating to any taxable period beginning before the Closing Date until the applicable statutes expiration of the statue of limitations (including and, to the extent notified by Purchaser or Principal Stockholders, any extensionsextensions thereof) have expiredof the respective taxable periods, and abide by all record retention agreements entered into with any Taxing Authority, (B) upon the request of the other parties, provided, at such other parties’ sole cost and expense, copies of all Tax Returnssuch books and records, supporting work schedules and (C) give the other records parties reasonable written notice prior to transferring, destroying 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 discarding any such books and records without first providing and, if any of the other party with a reasonable opportunity to review and copy the same. In the event that a party fails to reasonably comply with any request by the other to provide any assistanceparties so request, records, information or other items contemplated by this Section 8.07 (b), shall allow the requesting party shall have the right, in addition to any other remedies which it might have under this Agreement or under Law, to retain (at the other party's expense) take possession of such accountants, attorneys or other advisors as reasonably necessary for the purpose of conducting an audit of the books and records of the other party or its Affiliates, as applicable, in order to obtain such requested assistance, records, information or other items.

Cooperation and Records Retention. The Seller Parties, the Seller Party Representative, and Buyer shall (i) each provide the other, and Buyer shall cause BGH Holdings, BRH Holdings the Company to provide the Seller Parties and the Companies to provide SellerSeller Party Representative, with such assistance as may be reasonably be requested by any of them in connection with the preparation of any Tax Return, audit audit, or other examination by any Taxing Authority or judicial or administrative proceedings relating to liability for taxes, which the other party may be liable forTaxes, (ii) each retain and provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies Company to retain and provide Sellerthe Seller Parties and the Seller Party Representative with, with any records or other information which that may be relevant to such Tax Return, audit or examination, proceeding proceeding, or determination, and (iii) each provide the other others with any final determination of any such audit or examination, proceeding proceeding, or determination that affects any amount required to be shown on any such Tax Return of the other Company for any period. Without limiting the generality of the foregoing, Buyer shall retain, and shall cause BGH Holdings, BRH Holdings and the Companies Company to retain, and the Seller Parties and the Seller Party Representative shall 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 which that 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 parties hereto with a reasonable opportunity to review and copy the same. In Each party hereto shall bear its own expenses in complying with the event that a party fails to reasonably comply with any request by the other to provide any assistance, records, information or other items contemplated by this Section 8.07 (b), the requesting party shall have the right, in addition to any other remedies which it might have under this Agreement or under Law, to retain (at the other party's expense) such accountants, attorneys or other advisors as reasonably necessary for the purpose of conducting an audit of the books and records of the other party or its Affiliates, as applicable, in order to obtain such requested assistance, records, information or other itemsforegoing provisions.

Cooperation and Records Retention. Seller The Securities Holders Representative and Buyer the Parent shall (i) each provide the other, and Buyer the Parent shall cause BGH Holdings, BRH Holdings the Surviving Corporation and the Companies Subsidiaries to provide Sellerthe Securities Holders Representative, with such assistance as may be reasonably be requested by any of them in connection with the preparation of any Tax Return, audit audit, or other examination by any Taxing Authority or judicial or administrative proceedings relating to liability for taxes, which the other party may be liable forTaxes, (ii) each retain and provide the other, and Buyer the Parent shall cause BGH Holdings, BRH Holdings the Surviving Corporation and the Companies Subsidiaries to retain and provide Sellerthe Securities Holders Representative with, with any records or other information which that may be relevant to such Tax Return, audit or examination, proceeding proceeding, or determination, and (iii) each provide the other with any final determination of any such audit or examination, proceeding proceeding, or determination that affects any amount required to be shown on any such Tax Return of the other or the Surviving Corporation or the Subsidiaries for any period. Without limiting the generality of the foregoing, Buyer the Parent shall retain, and shall cause BGH Holdings, BRH Holdings and the Companies Surviving Corporation to retain, and Seller the Securities Holders Representative shall 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 Tax 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 Party with a reasonable opportunity to review and copy the same. In Each Party shall bear its own expenses in complying with the event that a party fails to reasonably comply with any request by the other to provide any assistance, records, information or other items contemplated by this Section 8.07 (b), the requesting party shall have the right, in addition to any other remedies which it might have under this Agreement or under Law, to retain (at the other party's expense) such accountants, attorneys or other advisors as reasonably necessary for the purpose of conducting an audit of the books and records of the other party or its Affiliates, as applicable, in order to obtain such requested assistance, records, information or other itemsforegoing provisions.

Cooperation and Records Retention. Seller The Sellers and the Buyer shall (i) each provide the other, and the Buyer shall cause BGH Holdings, BRH Holdings and the Acquired Companies to provide Sellerthe Sellers, with such assistance as may be reasonably be requested by any of them in connection with the preparation of any Tax Return, audit audit, or other examination by any Taxing Authority taxing authority or judicial or administrative proceedings relating to liability for taxes, which the other party may be liable forTaxes, (ii) each retain and provide the other, and the Buyer shall cause BGH Holdings, BRH Holdings and the Acquired Companies to retain and provide Sellerthe Sellers with, with any records or other information which that may be relevant to such Tax Return, audit or examination, proceeding proceeding, or determination, and (iii) each provide the other with any final determination of any such audit or examination, proceeding proceeding, or determination that affects any amount required to be shown on any such Tax Return of the other or the Acquired Companies for any period. Without limiting the generality of the foregoing, the Buyer shall retain, and shall cause BGH Holdings, BRH Holdings and the Acquired Companies to retain, and Seller the Sellers' Representative (on behalf of all Sellers) shall 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 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. In the event that a party fails to reasonably comply with any request by the other to provide any assistance, records, information or other items contemplated by this Section 8.07 (b), the requesting Each party shall have bear its own expenses in complying with the right, in addition to any other remedies which it might have under this Agreement or under Law, to retain (at the other party's expense) such accountants, attorneys or other advisors as reasonably necessary for the purpose of conducting an audit of the books and records of the other party or its Affiliates, as applicable, in order to obtain such requested assistance, records, information or other itemsforegoing provisions.

Cooperation and Records Retention. Seller The Sellers’ Representative and the Buyer shall (i) each provide the other, and the Buyer shall cause BGH Holdings, BRH Holdings and the Acquired Companies to provide Sellerthe Sellers’ Representative, with such assistance as may be reasonably be requested by any of them in connection with the preparation of any Tax Return, Return or any audit or other examination by any Taxing Authority or judicial or administrative proceedings Proceedings relating to liability Liability for taxes, which the other party may be liable forTaxes, (ii) each retain and provide the other, and the Buyer shall cause BGH Holdings, BRH Holdings and the Acquired Companies to retain and provide Sellerthe Sellers’ Representative with, with any records or other information which that may be relevant to such Tax Return, audit or examination, proceeding Proceeding, or determinationdetermination (in each case, in accordance with its ordinary retention policy for Tax-related documents and records), and (iii) each provide the other with any final determination of any such audit or examination, proceeding Proceeding, or determination that affects any amount required to be shown on any such Tax Return of the other or any Acquired Company for any period, provided that nothing herein shall require (x) any Seller to disclose any Tax Return in respect of Seller Group Taxes or (y) either Sellers’ Representative or the Buyer to disclose any information if such disclosure would jeopardize any attorney-client or other legal privilege or contravene or violate any legal requirement or applicable Law, or would result in the disclosure of any trade secrets or other sensitive, competitive information. Without limiting Such assistance or access shall be afforded by each Party upon receipt of reasonable advance notice and during normal business hours, provided that such assistance or access does not unreasonably interfere with the generality normal operations of the foregoing, Buyer shall retain, and shall cause BGH Holdings, BRH Holdings and the Companies to retain, and Seller shall retain, until the applicable statutes of limitations such Party or its Affiliates (including any extensionsAcquired Company) have expired, copies of all Tax Returns, supporting work schedules and other records that the Party seeking such assistance or information which may access shall be relevant solely responsible for any costs or expenses incurred by it pursuant 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. In the event that a party fails to reasonably comply with any request by the other to provide any assistance, records, information or other items contemplated by this Section 8.07 (b), the requesting party shall have the right, in addition to any other remedies which it might have under this Agreement or under Law, to retain (at the other party's expense) such accountants, attorneys or other advisors as reasonably necessary for the purpose of conducting an audit of the books and records of the other party or its Affiliates, as applicable, in order to obtain such requested assistance, records, information or other items.8.1

Cooperation and Records Retention. The Seller Parties, the Seller Party Representative, and Buyer shall (i) each provide the other, and Buyer shall cause BGH Holdings, BRH Holdings the Company to provide the Seller Parties and the Companies to provide SellerSeller Party Representative, with such assistance as may be reasonably be requested by any of them in connection with the preparation of any Tax Return, audit audit, or other examination by any Taxing Authority or judicial or administrative proceedings relating to liability for taxes, which the other party may be liable forTaxes, (ii) each retain and provide provide, as may be reasonably requested, the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies Company to retain and provide Sellerthe Seller Parties and the Seller Party Representative with, with any records or other information which that may be relevant to such Tax Return, audit or examination, proceeding proceeding, or determination, and (iii) each provide the other others with any final determination of any such audit or examination, proceeding proceeding, or determination that affects any amount required to be shown on any such Tax Return of the other Company for any period. Without limiting the generality of the foregoing, Buyer shall retain, and shall cause BGH Holdings, BRH Holdings and the Companies Company to retain, and the Seller Parties and the Seller Party Representative shall 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 which that 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 parties hereto with a reasonable opportunity to review and copy the same. In Seller Parties, the event that a Seller Party Representative and Buyer further agree to use their commercially reasonable efforts to obtain, upon the reasonable request of any other party fails to reasonably comply with hereto, any request by the other to provide any assistance, records, information certificate or other items contemplated by this Section 8.07 (b), the requesting party shall have the right, in addition to document from any Governmental Authority or any other remedies which it might have under this Agreement Person necessary to mitigate, reduce or under Laweliminate any Tax that could be imposed on any party hereto (including, but not limited to, with respect to retain (at the other party's expense) such accountants, attorneys or other advisors as reasonably necessary for transactions contemplated hereby). Each party hereto shall bear its own expenses in complying with the purpose of conducting an audit of the books and records of the other party or its Affiliates, as applicable, in order to obtain such requested assistance, records, information or other itemsforegoing provisions.

Cooperation and Records Retention. Seller The parties hereto and Buyer shall their Affiliates shall, in each case as it relates to the Company: (ia) provide each provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies to provide Seller, other with such assistance as may be reasonably be requested by any of them in connection with the preparation of any Tax Return, audit Return or other examination by any Taxing Authority or judicial or administrative proceedings relating to liability for taxesTax Proceeding, which the other party may be liable forshall include access to personnel responsible for preparing, maintaining, and interpreting information relevant to Taxes on a mutually convenient basis, (iib) each retain and provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies to retain and provide Seller, each other with any records or other information which that may be relevant to such Tax Return, audit Return or examination, proceeding or determinationTax Proceeding, and (iiic) provide each provide the other with copies of any final determination of any such audit or examinationTax Proceeding, proceeding or determination to the extent that it affects any amount such other Person’s Taxes or Tax Returns required to be shown on paid or filed after any such Tax Return of the other for any perioddetermination. Without limiting the generality of the foregoingimmediately preceding sentence, Buyer shall retain, and shall cause BGH Holdings, BRH Holdings and the Companies Company to retain, and Seller shall retain, until sixty (60) days after 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 Tax Returns for all tax periods or portions thereof ending before or including the Pre-Closing Date Tax Periods and shall not destroy or otherwise dispose of any such records without first providing the other party Sellers and their respective Affiliates with a reasonable opportunity to review and copy the same. In the event The parties hereto and their Affiliates further agree, upon request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce, or eliminate any Tax that a party fails to reasonably comply with could be imposed on any request by of the other to provide any assistance, records, information parties or other items their Affiliates in connection with the Company or the transactions contemplated by this Section 8.07 (b), the requesting party shall have the right, in addition to any other remedies which it might have under this Agreement or under Law, to retain (at the other party's expense) such accountantsTransaction Documents. The parties hereto and their respective Affiliates shall each bear their own expenses in complying with the provisions of this Section 10.04; provided that, attorneys or other advisors as reasonably necessary for the purpose of conducting an audit of the books and records of if any action requested by a party will require the other party to incur more than de minimus out of pocket expenses, the other party may, without breach of this Agreement, condition its compliance on payment or its Affiliates, as applicable, in order to obtain reimbursement of such requested assistance, records, information or other itemsexpenses by the requesting party.

Cooperation and Records Retention. Seller Seller, General Partner, Limited Partner, Buyer and Buyer Nextera shall (i) each provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies to provide Seller, others with such assistance as may reasonably be requested by any of them in connection with the preparation of any Tax Return, audit audit, or other examination by any Taxing Authority taxing authority or judicial or administrative proceedings relating to liability Liability for taxes, which the other party may be liable forTaxes, (ii) each retain and provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies to retain and provide Seller, others with any records or other information which that may be relevant to such Tax Return, audit or examination, proceeding or determinationdetermination subject to the last sentence of this subsection (b), and (iii) each provide the other others with any final determination of any such audit or examination, proceeding proceeding, or determination that affects any amount required to be shown on any such Tax Return of the other for any period. Without limiting the generality of the foregoing, Seller, General Partner, Limited Partner, Buyer and Nextera shall retain, and shall cause BGH Holdings, BRH Holdings and the Companies to retain, and Seller shall 63 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 Tax 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. (c) Preparation of Form W-2's. In the event that a party fails Pursuant to reasonably comply with any request by the other to provide any assistance, records, information or other items contemplated by this Section 8.07 Revenue Procedure 84-77 (b1984-2 C.B. 753), the requesting party shall have the right, in addition to any other remedies which it might have under this Agreement or under Law, to retain (at the other party's expense) such accountants, attorneys or other advisors as reasonably provided that Seller provides Buyer with all necessary payroll records for the purpose of conducting an audit calendar year which includes the Closing Date, Buyer shall furnish a Form W-2 to each employee employed by Buyer who had been employed by Seller disclosing all wages and other compensation paid for such calendar year, and taxes withheld therefrom, and Seller shall be relieved of the books and records of the other party or its Affiliates, as applicable, in order responsibility to obtain such requested assistance, records, information or other itemsdo so.

Cooperation and Records Retention. Seller (a) Seller, Parent and Buyer shall (i) each provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies to provide Seller, other with such assistance as may reasonably be requested by any of them in connection with the preparation of any Tax Returnreturns, or in connection with any audit or other examination by any Taxing Authority taxing authority or any judicial or administrative proceedings relating to liability for taxesTaxes, which the other party may be liable forany financial audits or securities filings, (ii) each retain and provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies to retain and provide Seller, other with any records or other information which may be relevant to any such Tax Returnreturn, audit or examination, proceeding or determination, or securities filing 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 such Tax Return return or in any securities filing of the other for any period. Without limiting the generality of the foregoing, Seller, Parent and Buyer shall retain, and shall cause BGH Holdings, BRH Holdings and the Companies to retain, and Seller shall retain, until the applicable statutes statute of limitations (including any extensions) have expired, copies of all Tax Returnsreturns, supporting work schedules and other records or information which may be relevant to such Tax 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. In Buyer shall keep the event that a party fails original copies of the records and, at Seller's expense, shall provide copies of the records to reasonably comply with any request by the other to provide any assistance, records, information or other items contemplated by this Section 8.07 Seller upon Seller's request. (b)) Upon the written request of Buyer, Parent and Seller shall provide management representation letters to Buyer's accountants relating to the requesting party shall have Business for such periods ending on or prior to the right, in addition to any other remedies which it might have under this Agreement or under Law, to retain (at the other party's expense) such accountants, attorneys or other advisors Closing Date as reasonably necessary for the purpose of conducting an audit of the books and records of the other party or its Affiliates, as applicable, in order to obtain such requested assistance, records, information or other itemsmay be requested.

Cooperation and Records Retention. Each Seller and Buyer shall (i) each provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies to provide Seller, other with such assistance as may reasonably be requested by any of them in connection with the preparation of any Tax Returnreturn, audit or other examination by any Taxing Authority taxing authority or judicial or administrative proceedings relating to liability for taxes, which the other party may be liable forTaxes, (ii) each retain and provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies to retain and provide Seller, other with any records or other information which may be relevant to such Tax Returnreturn, 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 such Tax Return return of the other for any period. Without limiting the generality of the foregoing, Buyer shall retain, and shall cause BGH Holdings, BRH Holdings and the Companies to retain, and Seller Sellers shall retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all Tax Returnsreturns, 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. In the event that a party fails to reasonably comply with any request by the other to provide any assistance, records, information or other items contemplated by this Section 8.07 (b), the requesting Each party shall have the right, in addition at its own expense, to control any audit or determination by any authority, initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment of Taxes for any taxable period for which that party is charged with responsibility for filing a Tax Return under this Agreement; provided, however, that the Sellers, on the one hand, or the Buyer, on the other, shall not have the right to agree to any assessment, deficiency, settlement, or other remedies which it might have under this Agreement adjustment or under Law, to retain (at proposed adjustment of Taxes that would adversely affect the interests of the other without such other party's expense) such accountantswritten consent, attorneys or other advisors as reasonably necessary for the purpose of conducting an audit of the books and records of the other party or its Affiliates, as applicable, in order to obtain such requested assistance, records, information or other items.which consent shall not be

Cooperation and Records Retention. Seller Sellers’ Representative and Buyer shall (i) each provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies each Acquired Company to provide Sellerthe Sellers and Sellers’ Representative, with such assistance as may be reasonably be requested by any the other party (at the reasonable expense of them such other party) in connection with the preparation of any Tax Return, audit audit, or other examination by any Taxing Authority or judicial or administrative proceedings relating to liability for taxes, which the other party may be liable forTaxes, (ii) each retain and provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Acquired Companies to retain and provide SellerSellers’ Representative with, with any records or other information which that may be relevant to such Tax Return, audit or examination, proceeding proceeding, or determination; provided that Buyer and Sellers’ Representative may make reasonable redactions to preserve confidential information, and (iii) each provide the other with any final determination of any such audit or examination, proceeding proceeding, or determination that affects any amount required to be shown on any such Tax Return of the other Buyer or any Seller (as applicable) or any Acquired Company for any period. Without limiting the generality of the foregoingimmediately preceding sentence, Buyer shall retain, and shall cause BGH Holdings, BRH Holdings and the Companies each Acquired Company to retain, and Seller the Sellers’ Representative shall retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all Tax Returns, supporting work schedules Returns for Pre-Closing Tax Periods 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 related workpapers and shall not destroy or otherwise dispose of any such records without first providing the other party Party (either Buyer or Sellers’ Representative, as applicable) with a reasonable opportunity to review and copy the same. In the event that a party fails to reasonably comply with any request by the other to provide any assistance, records, information or other items contemplated by this Section 8.07 (b), the requesting party shall have the right, in addition to any other remedies which it might have under this Agreement or under Law, to retain (at the other party's expense) such accountants, attorneys or other advisors as reasonably necessary for the purpose of conducting an audit of the books and records of the other party or its Affiliates, as applicable, in order to obtain such requested assistance, records, information or other items.

Cooperation and Records Retention. The Seller and the Buyer shall (i) each provide the other, and the Buyer shall cause BGH Holdings, BRH Holdings and the Acquired Companies to provide the Seller, with such assistance as may be reasonably be requested by any of them in connection with the preparation of any Tax Return, audit audit, or other examination by any Taxing Authority taxing authority or judicial or administrative proceedings relating to liability for taxes, which the other party may be liable for, Taxes and (ii) each retain and provide the other, and the Buyer shall cause BGH Holdings, BRH Holdings and the Acquired Companies to retain and provide Sellerthe Seller with, with any records or other information which that may be relevant to such Tax Return, audit or examination, proceeding proceeding, or determination, and (iii) each provide the other with any final determination of any such audit or examination, proceeding proceeding, or determination that affects any amount required to be shown on any such Tax Return of the other or the Acquired Companies for any periodperiod ending before, or including, the Closing Date. Without limiting the generality of the foregoing, the Buyer shall retain, and shall cause BGH Holdings, BRH Holdings and the Acquired Companies to retain, and the Seller shall 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 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. In the event that a party fails to reasonably comply with any request by the other to provide any assistance, records, information or other items contemplated by this Section 8.07 (b), the requesting Each party shall have bear its own expenses in complying with the right, in addition to any other remedies which it might have under this Agreement or under Law, to retain (at the other party's expense) such accountants, attorneys or other advisors as reasonably necessary for the purpose of conducting an audit of the books and records of the other party or its Affiliates, as applicable, in order to obtain such requested assistance, records, information or other itemsforegoing provisions.

Cooperation and Records Retention. (a) Seller shall have the right for a period of seven (7) years following the Closing Date to have reasonable access to such books, records and accounts, including financial and tax information, correspondence, production records, employment records and other similar information as are transferred to Buyer pursuant to the terms of this Agreement for the limited purposes of concluding its involvement in the Activity prior to the Closing Date and for complying with its obligations under applicable securities, tax, environmental, employment or other laws and regulations. Buyer shall have the right for a period of seven (7) years following the Closing Date to have reasonable access to those books, records and accounts, including financial and tax information, correspondence, production records, employment records and other records which are retained by Seller pursuant to the terms of this Agreement and its standard corporate record retention policy to the extent that any of the foregoing relates to the Activity or Assets transferred to Buyer hereunder or is otherwise needed by Buyer in order to comply with its obligations under applicable securities, tax, environmental, employment or other laws and regulations. Seller and Buyer shall each agree that if at the end of such seven (i) each provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies to provide Seller, with such assistance as may reasonably be requested by any 7)-year period either party hereto is involved in a dispute (of them in connection with the preparation of any Tax Return, audit or other examination by any Taxing Authority or judicial or administrative proceedings relating to liability for taxes, which the other party may be liable forhereto has been notified) with regard to records held by the party not engaged in the dispute, the party not engaged in the dispute shall not destroy such records during the pendency of such dispute. (iib) each retain and provide Each party hereto will cooperate in all reasonable respects with the other, and Buyer shall cause BGH Holdings, BRH Holdings and other in the Companies to retain and provide Seller, with defense or prosecution of any records litigation or other information proceeding already instituted or which may be relevant instituted hereafter against or by such party relating to or arising out of the conduct of the Activity prior to or after the Closing Date (other than litigation arising out of the transactions contemplated by this Agreement). The party requesting such Tax Returncooperation shall pay the out-of- pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, audit directors, employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or examinationthe salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, proceeding directors, employees and agents while assisting in the defense or determination, and (iii) each provide the other with any final determination prosecution of any such audit litigation or examination, proceeding or determination that affects any amount required to be shown on any such Tax Return of the other for any period. Without limiting the generality of the foregoing, Buyer shall retain, and shall cause BGH Holdings, BRH Holdings and the Companies to retain, and Seller shall 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 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. In the event that a party fails to reasonably comply with any request by the other to provide any assistance, records, information or other items contemplated by this Section 8.07 (b), the requesting party shall have the right, in addition to any other remedies which it might have under this Agreement or under Law, to retain (at the other party's expense) such accountants, attorneys or other advisors as reasonably necessary for the purpose of conducting an audit of the books and records of the other party or its Affiliates, as applicable, in order to obtain such requested assistance, records, information or other itemsproceeding.

Cooperation and Records Retention. Seller and Buyer Purchaser shall (i) each provide the other, and Buyer Purchaser shall cause BGH Holdings, BRH Holdings and the Companies Division Subsidiaries to provide Seller, with such assistance as may reasonably be requested by any of them in connection with the preparation of any Tax Return, audit audit, or other examination by any Taxing Authority taxing authority or judicial or administrative proceedings relating to liability for taxesTaxes (it being understood that, which without limiting the other party may be liable forgenerality of the foregoing, Seller shall, within 10 days after the filing of Seller's federal corporate income 63 70 tax return for 1995, but in no event later than October 1, 1996, provide Purchaser with a statement setting forth in reasonable detail a computation, under the federal income tax laws of the United States, of the current and accumulated earnings and profits of the Division Subsidiary as of the Closing Date), (ii) each retain and provide the other, and Buyer Purchaser shall retain and cause BGH Holdings, BRH Holdings and the Companies Division Subsidiaries to retain and provide SellerSeller with, with any records or other information which that may be relevant to such Tax Return, audit or examination, proceeding proceeding, or determination, and (iii) each provide the other with any final determination of any such audit or examination, proceeding proceeding, or determination that affects any amount required to be shown on any such Tax Return of the other for any period. Without limiting the generality of the foregoing, Buyer Purchaser shall retain, and shall cause BGH Holdings, BRH Holdings and the Companies Division Subsidiaries to retain, and Seller shall 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 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. In the event that a party fails to reasonably comply with any request by the other to provide any assistance, records, information or other items contemplated by this Section 8.07 (b), the requesting party shall have the right, in addition to any other remedies which it might have under this Agreement or under Law, to retain (at the other party's expense) such accountants, attorneys or other advisors as reasonably necessary for the purpose of conducting an audit of the books and records of the other party or its Affiliates, as applicable, in order to obtain such requested assistance, records, information or other items.

Cooperation and Records Retention. Seller The Interested Holders Representative and Buyer shall Parent will: (i) each provide the other, and Buyer shall Parent will cause BGH Holdings, BRH Holdings and the Companies Surviving Corporation to provide Sellerthe Interested Holders Representative, with such assistance as may be reasonably be requested by any of them in connection with the preparation of any Tax Return, audit audit, or other examination by any Taxing Authority or judicial or administrative proceedings relating to liability for taxes, which the other party may be liable for, Taxes, (ii) each retain and provide the other, and Buyer shall Parent will cause BGH Holdings, BRH Holdings and the Companies Surviving Corporation to retain and provide Sellerthe Interested Holders Representative with, with any records or other information which that may reasonably be relevant to such Tax Return, audit or examination, proceeding proceeding, or determination, and and (iii) each provide the other with any final determination of any such audit or examination, proceeding proceeding, or determination that affects any amount required to be shown on any such Tax Return of the other or the Surviving Corporation for any period. Without limiting the generality of the foregoing, Buyer shall Parent will retain, and shall will cause BGH Holdings, BRH Holdings and the Companies Surviving Corporation to retain, and Seller shall the Interested Holders Representative will 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 Tax Returns for all tax Tax periods or portions thereof ending before or including the Closing Date and shall will not destroy or otherwise dispose of any such records without first providing the other party Party with a reasonable opportunity to review and copy the same. In Each Party will bear its own expenses in complying with the event that a party fails to reasonably comply with any request by the other to provide any assistance, records, information or other items contemplated by this Section 8.07 (b), the requesting party shall have the right, in addition to any other remedies which it might have under this Agreement or under Law, to retain (at the other party's expense) such accountants, attorneys or other advisors as reasonably necessary for the purpose of conducting an audit of the books and records of the other party or its Affiliates, as applicable, in order to obtain such requested assistance, records, information or other itemsforegoing provisions.