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 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.
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Samples: Asset Purchase Agreement (POSITIVEID Corp), Distribution Center Transfer Agreement (Ralphs Grocery Co /De/), Asset Purchase Agreement (Eco Soil Systems Inc)
Cooperation and Records Retention. Seller After the Closing Date, Sellers and Buyer the Company shall each (i) each provide the other party 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 liability for any Taxes, (ii) each retain and provide the other party 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 party 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 Tax Return of the other for any period. Without limiting the generality of the foregoing, Buyer the Company and Seller Sellers shall each retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all tax returnsTax 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 sameDate.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Usinternetworking Inc), Stock Purchase Agreement (Usinternetworking Inc)
Cooperation and Records Retention. Seller Sellers and Buyer Purchaser 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 Purchaser and each 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 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.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Vdi Multimedia), Asset Purchase Agreement (Vdi Media)
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 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 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.
Appears in 1 contract
Cooperation and Records Retention. Seller Sellers and Buyer Purchaser 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 TaxesTaxes in connection with the Assets or the Business, (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 Purchaser and each 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 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.
Appears in 1 contract
Samples: Asset Purchase Agreement (Vdi Media)
Cooperation and Records Retention. The Seller and the 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 returnTax 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 with any records or other information that may be relevant to such 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 determination that affects any amount required to be shown on any tax return Tax Return of the other or the Company for any period. Without limiting the generality of the foregoing, Buyer and Seller the Company shall each retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all tax returnsTax Returns, supporting work schedules, and other records or information that may be relevant to such 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 Buyer with a reasonable opportunity to review and copy the same. Each party shall bear its own expenses in complying with the foregoing provisions.
Appears in 1 contract
Samples: Membership Interests Purchase Agreement (Dolan Media CO)
Cooperation and Records Retention. Seller Xxxxxx Hawk, Sopilote, Shareholder 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 returnTax 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 returnTax 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 Tax Return of the other for any period. Without limiting the generality of the foregoing, Buyer and the Seller Parties shall each retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all tax returnsTax Returns, supporting work schedules, and other records or information that may be relevant to such returns Tax 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.
Appears in 1 contract
Cooperation and Records Retention. Seller Seller, Buyer and Buyer Wavetech 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 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 Buyer, Seller and Seller Wavetech 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 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.
Appears in 1 contract
Cooperation and Records Retention. The Seller and the Buyer shall will (i) each provide the other 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 or judicial or administrative proceedings relating to Liability liability for Taxestaxes, (ii) each retain and provide the other with any records or other information that 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, 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, the Seller and the Buyer and Seller shall each will retain, until the applicable statutes of limitations (including any all extensions) have expired, copies of all tax returns, supporting work schedules, schedules and other records or information that which may be relevant to such tax returns for all tax periods or portions thereof ending on or before the Closing Date and shall will 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.
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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 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 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 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.
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