Common use of Cooperation and Records Retention Clause in Contracts

Cooperation and Records Retention. The Sellers and the Buyer shall (i) each provide the other, and the Buyer shall cause the Company to provide the Sellers, with such assistance as may be reasonably 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, (ii) each retain and provide the other, and the Buyer shall cause the Company to retain and provide the Sellers with, any records or other information 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, or determination that affects any amount required to be shown on any Tax Return of the other or the Company for any period. Without limiting the generality of the foregoing, the Buyer shall retain, and shall cause the Company to retain, and the Sellers 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 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. Each Party shall bear its own expenses in complying with the provisions of this Section 7.1(c).

Cooperation and Records Retention. The Sellers and the Buyer parties hereto shall (i) each provide the other, and the Buyer shall cause the Company to provide the Sellers, other with such assistance as may reasonably be reasonably requested by any of them in connection with the preparation of any filing with the Securities and Exchange Commission or any tax return, statement, report, form or other document (hereinafter, collectively, a "Tax Return"), audit, or in connection with any audit or other examination by any Taxing Authority taxing authority or any judicial or administrative proceedings relating to Liability liability for TaxesTaxes or filing with the Securities and Exchange Commission, (ii) each retain and provide the other, and the Buyer shall cause the Company to retain and provide the Sellers with, other with any records or other information that which may be relevant to any 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 Tax Return of the other or the Company for any period. Without limiting the generality of the foregoing, the Buyer shall retain, and shall cause the Company to retain, and the Sellers each party hereto shall retain, until the applicable statutes statute of limitations (including any extensions) have expired, copies of all Tax Returns, supporting work schedules, schedules and other records or information that which may be relevant to such returns Tax Returns for all Tax tax periods or portions thereof ending on before or before 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. Each Party shall bear its own expenses in complying with the provisions of this Section 7.1(c).

Cooperation and Records Retention. The Sellers Seller Representative and the Buyer shall (i) each provide the other, and the Buyer shall cause the Company LPT to provide the SellersSeller Representative, with such assistance as may be reasonably 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 liability for Taxes, (ii) each retain and provide the other, and the Buyer shall cause the Company LPT to retain and provide the Sellers Seller Representative with, any records or other information 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, or determination that affects any amount required to be shown on any Tax Return of the other or the Company LPT for any period. Without limiting the generality of the foregoing, the Buyer shall retain, and shall cause the Company LPT to retain, and the Sellers Seller 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 that may be relevant to such returns for all Tax periods or portions thereof ending on before or before 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. Each Party shall bear its own expenses in complying with the provisions of this Section 7.1(c)foregoing provisions.

Cooperation and Records Retention. The Sellers Seller and the Buyer shall (i) each provide the other, and the Buyer shall cause the Company to provide the Sellers, other with such assistance as may reasonably be reasonably requested by any of them in connection with the preparation of any Tax ReturnReturns, audit, or in connection with any audit or other examination by any Taxing Authority taxing authority or any judicial or administrative proceedings relating to Liability liability for Taxes, (ii) each retain and provide the other, and the Buyer shall cause the Company to retain and provide the Sellers with, with any records or other information that which may be relevant to any 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 Tax Return of the other or the Company for any period. Without limiting the generality of the foregoing, the Seller and Buyer shall retain, and shall cause the Company to retain, and the Sellers shall retain, until the applicable statutes statute of limitations (including any extensions) have expired, copies of all Tax Returns, supporting work schedules, schedules and other records or information that which may be relevant to such returns Tax Returns for all Tax tax periods or portions thereof ending on before or before 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. Each Party Buyer shall bear its own expenses in complying with keep the provisions original copies of this Section 7.1(c)the records and, at Seller's expense, shall provide copies of the records to Seller upon Seller's request.

Cooperation and Records Retention. The Sellers Seller and the Buyer shall (i) --------------------------------- each provide the other, and the Buyer shall cause the Company to provide the Sellers, other with such assistance as may reasonably be reasonably requested by any of them in connection with the preparation of any Tax ReturnReturns, audit, or in connection with any audit or other examination by any Taxing Authority taxing authority or any judicial or administrative proceedings relating to Liability liability for Taxes, (ii) each retain and provide the other, and the Buyer shall cause the Company to retain and provide the Sellers with, with any records or other information that which may be relevant to any 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 Tax Return of the other or the Company for any period. Without limiting the generality of the foregoing, the Seller and Buyer shall retain, and shall cause the Company to retain, and the Sellers shall retain, until the applicable statutes statute of limitations (including any extensions) have expired, copies of all Tax Returns, supporting work schedules, schedules and other records or information that which may be relevant to such returns Tax Returns for all Tax tax periods or portions thereof ending on before or before 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. Each Party Buyer shall bear its own expenses in complying with keep the provisions original copies of this Section 7.1(c)the records and, at Seller's expense, shall provide copies of the records to Seller upon Seller's request.

Cooperation and Records Retention. The Sellers Sellers’ Representative and the Buyer shall (i) each provide the other, and the Buyer shall cause the Company to provide the Sellers’ Representative, with such assistance as may be reasonably 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, (ii) each retain and provide the other, and the Buyer shall cause the Company to retain and provide the Sellers Sellers’ Representative with, any records or other information 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, or determination that affects any amount required to be shown on any Tax Return of the other or the Company for any period. Without limiting the generality of the foregoing, the Buyer shall retain, and shall cause the Company to retain, and the Sellers Sellers’ 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 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. Each Party shall bear its own expenses in complying with the provisions of this Section 7.1(c).

Cooperation and Records Retention. The Sellers After Closing, each Party (considering, for purposes of this Section 9.2., the Shareholders, as one Party, and Lone Wolf, as the Buyer other Party) shall (i) each provide to the other, and the Buyer shall cause the Company to provide the Sellers, with other such assistance as may reasonably be reasonably requested by any of them in connection with the preparation of any Tax Returnincome tax return, audit, audit or other examination by any Taxing Authority taxing authority or judicial or administrative proceedings relating to Liability liability for Taxestaxes, (ii) each retain and provide the other, and the Buyer shall cause the Company to retain and provide the Sellers with, other with any records or other information that which may be relevant to such Tax Returntax 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, or proceeding or determination that affects any amount required to be shown on any Tax Return income tax return of the other or the Company for any period. Without limiting the generality of the foregoing, the Buyer Lone Wolf shall retain, and shall cause the Company to retain, and the Sellers Shareholders shall retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all Tax Returnsincome tax returns, supporting work schedules, schedules and other records or information that may be which are relevant to such returns income tax return filed for all Tax tax periods or portions thereof ending on before or before including the Closing Date 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. Each Party This Section 9.2 shall bear its own expenses in complying with expressly survive the provisions Closing of the transaction contemplated by this Section 7.1(c)Agreement and shall be fully enforceable thereafter by the Parties.

Cooperation and Records Retention. The Sellers Shareholders and the Buyer RDSI shall (i) each provide the other, and the Buyer RDSI shall cause the Company Companies to provide the SellersShareholders, with such assistance as may be reasonably requested by any of them in connection with the preparation of any Tax Return, audit, or other examination by any Taxing Authority taxing authority or judicial or administrative proceedings proceeding relating to Liability liability for Taxes, (ii) each retain and provide the other, and the Buyer RDSI shall cause the Company Companies to retain and provide the Sellers withShareholders, with any records or other information that may be relevant to such Tax Return, audit or audit, examination, or proceeding, or determination, and (iii) each provide the other with any final determination of any such audit or audit, examination, proceeding, or determination proceeding that affects any amount required to be shown on any Tax Return of either of the other or the Company Companies for any periodPre-Closing Tax Period or Straddle Period. Without limiting the generality of the foregoing, the Buyer RDSI shall retain, and shall cause the Company Companies to retain, and the Sellers Shareholders 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 that may be relevant to such returns for all Pre-Closing Tax periods or portions thereof ending on or before the Closing Date Periods and Straddle Periods 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. Each Party party shall bear its own expenses in complying with the provisions of this Section 7.1(c)foregoing provisions.

Cooperation and Records Retention. The Sellers and the Buyer shall (i) each provide the other, and the Buyer shall cause the Company Companies to provide the Sellers, with such assistance as may be reasonably requested by any of them in connection with the preparation of any Tax Return, audit, or other examination by any Taxing Authority taxing authority or judicial or administrative proceedings relating to Liability liability for Taxes, (ii) each retain and provide the other, and the Buyer shall cause the Company Companies to retain and provide the Sellers and the ESOP with, any records or other information 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, or determination that affects any amount required to be shown on any Tax Return of the other or the Company Companies for any period. Without limiting the generality of the foregoing, the Buyer shall retain, and shall cause the Company Companies to retain, and the Sellers 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 that may be relevant to such returns for all Tax periods or portions thereof ending on before or before 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 sameDate. Each Party shall bear its own expenses in complying with the provisions of this Section 7.1(c)foregoing provisions.

Cooperation and Records Retention. The Sellers Sole Member and the Buyer Purchaser shall (i) each provide the other, and the Buyer Purchaser shall cause the Company to provide the SellersSole Member, with such assistance as may be reasonably 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 liability for Taxes, (ii) each retain and provide the other, and the Buyer Purchaser shall cause the Company to retain and provide the Sellers Sole Member with, any records or other information 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, or determination that affects any amount required to be shown on any Tax Return of the other or the Company for any period. Without limiting the generality of the foregoing, the Buyer Purchaser shall retain, and shall cause the Company to retain, and the Sellers Sole Member 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 that may be relevant to such returns for all Tax periods or portions thereof ending on before or before 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. Each Party party shall bear its own expenses in complying with the provisions of this Section 7.1(c)foregoing provisions.

Cooperation and Records Retention. The Sellers Seller and the Buyer shall (i) each provide the other, and the Buyer shall cause the Company Acquired Companies to provide the SellersSeller, with such assistance as may be reasonably 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 liability for Taxes, (ii) each retain and provide the other, and the Buyer shall cause the Company Acquired Companies to retain and provide the Sellers Seller with, any records or other information 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, or determination that affects any amount required to be shown on any Tax Return of the other or the Company Acquired Companies for any period. Without limiting the generality of the foregoingimmediately preceding sentence, the Buyer shall retain, and shall cause the Company Acquired Companies to retain, and the Sellers 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 that may be relevant to such returns for all Pre-Closing Tax periods or portions thereof ending on or before the Closing Date Periods 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. Each Party party shall bear its own expenses in complying with the provisions of this Section 7.1(c6.5(f).

Cooperation and Records Retention. The Sellers Seller and the Buyer shall shall: (i) each provide the other, and the Buyer shall cause the Company to provide the SellersSeller, with such assistance as may be reasonably requested by any of them in connection with the preparation of any Tax Return, audit, or other examination by any Taxing Authority taxing authority or judicial or administrative proceedings relating to Liability liability for Taxes, ; (ii) each retain and provide the other, and the Buyer shall cause the Company to retain and provide the Sellers Seller with, any records or other information 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, or determination that affects any amount required to be shown on any Tax Return of the other or the Company for any period. Without limiting the generality of the foregoing, the Buyer shall retain, and shall cause the Company to retain, and the Sellers 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 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. Each Party shall bear its own expenses in complying with the provisions of this Section 7.1(c6.1(b).

Cooperation and Records Retention. The Sellers Stockholder and the Buyer shall (i) each provide the other, and the Buyer shall cause the Company and the Subsidiary to provide the SellersStockholder, with such assistance as may be reasonably requested by any of them in connection with the preparation of any Tax Return, audit, or other examination by any Taxing Authority taxing authority or judicial or administrative proceedings relating to Liability liability for Taxes, (ii) each retain and provide the other, and the Buyer shall cause the Company and the Subsidiary to retain and provide the Sellers Stockholder with, any records or other information 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, or determination that affects any amount required to be shown on any Tax Return of the other or the Company for any period. Without limiting the generality of the foregoing, the Buyer shall retain, and shall cause the Company to retain, and the Sellers Stockholder 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 that may be relevant to such returns for all Tax periods or portions thereof ending on before or before including the Closing Date and shall not destroy or otherwise dispose of any such records without first providing the other Party Parties with a reasonable opportunity to review and copy the same. Each Party shall bear its own expenses in complying with the provisions of this Section 7.1(c)foregoing provisions.

Cooperation and Records Retention. The Sellers (a) Seller, Parent and the Buyer shall (i) each provide the other, and the Buyer shall cause the Company to provide the Sellers, other with such assistance as may reasonably be reasonably requested by any of them in connection with the preparation of any Tax Returnreturns, audit, or in connection with any audit or other examination by any Taxing Authority taxing authority or any judicial or administrative proceedings relating to Liability liability for Taxes, any financial audits or securities filings, (ii) each retain and provide the other, and the Buyer shall cause the Company to retain and provide the Sellers with, other with any records or other information that which may be relevant to any such Tax Returnreturn, audit or examination, proceeding, proceeding or determination, or securities filing 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 Tax Return return or in any securities filing of the other or the Company for any period. Without limiting the generality of the foregoing, the Seller, Parent and Buyer shall retain, and shall cause the Company to retain, and the Sellers shall retain, until the applicable statutes statute of limitations (including any extensions) have expired, copies of all Tax Returnsreturns, supporting work schedules, schedules and other records or information that which may be relevant to such Tax returns for all Tax tax periods or portions thereof ending on before or before 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. Each Party Buyer shall bear its own expenses in complying with keep the provisions original copies of this Section 7.1(c)the records and, at Seller's expense, shall provide copies of the records to Seller upon Seller's request.