Common use of Cooperation and Records Retention Clause in Contracts

Cooperation and Records Retention. Seller and Purchaser shall (i) each provide the other with such assistance as may reasonably be requested by them in connection with the preparation of any tax return, statement, report form or other document (hereinafter collectively a "Tax Return"), or in connection with any audit or other examination by any taxing authority or any judicial or administrative proceedings relating to liability for Taxes, (ii) each retain and provide the other, with any records or other information which may be relevant to any such Tax Return, audit or examination, proceeding or determination, and (ii) 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, Seller and Purchaser shall retain, until the applicable statute 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 Tax Returns for all tax periods or portions thereof ending before or including the Closing Time 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. Purchaser shall keep the original copies of the records at its facilities in California and elsewhere, if applicable, and, at Seller's expense, shall provide copies of the Records to Seller upon request.

Cooperation and Records Retention. Seller and Purchaser ------------- --------------------------------- shall (i) each provide the other with such assistance as may reasonably be requested by them in connection with the preparation of any tax Tax return, statement, report report, form or other document (hereinafter collectively a "Tax Return"), or in connection with any audit or other examination by any taxing authority or any judicial or administrative proceedings relating to liability for Taxes, (ii) each retain and provide the other, with any records or other information which may be relevant to any such Tax Return, audit or examination, proceeding or determination, and (iiiii) 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, Seller and Purchaser shall retain, until the applicable statute 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 Tax Returns for all tax periods or portions thereof ending before or including the Time of Closing Time 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. Purchaser Seller shall keep the original copies of such records relating to Seller, as well as all books of accounts, general ledgers, sales invoices, accounts payable and payroll records, drawings, files, papers, and all other records (the records "Records") at its facilities facility in California and elsewhere, if applicable, and, at Seller's expense, shall promptly provide complete copies of the Records to Seller Purchaser upon Purchaser's request and shall make all Records available for inspection at any time upon Purchaser's request.

Cooperation and Records Retention. Seller Seller, Purchaser and Purchaser Ultratech shall (i) each provide the other with such assistance as may reasonably be requested by them in connection with the preparation of any tax Tax return, statement, report report, form or other document (hereinafter collectively a "Tax Return"), or in connection with any audit or other examination by any taxing authority or any judicial or administrative proceedings relating to liability for Taxes, (ii) each retain and provide the other, with any records or other information which may be relevant to any such Tax Return, audit or examination, proceeding or determination, and (iiiii) 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, Seller Seller, Purchaser and Purchaser Ultratech shall retain, until the applicable statute 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 Tax Returns for all tax periods or portions thereof ending before or including the Time of Closing Time 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. Purchaser shall keep the original copies of the records at its facilities in California and elsewhere, if applicable, and, at Seller's expense, shall provide copies of the Records to Seller upon Seller's request.

Cooperation and Records Retention. Seller SELLER and Purchaser BUYER shall (i) each provide --------------------------------- the other with such assistance as may reasonably be requested by them in connection with the preparation of any tax Tax return, statement, report report, form or other document (hereinafter collectively a "Tax Return"), or in connection with any audit or other examination by any taxing authority or any judicial or administrative proceedings relating to liability for Taxes, (ii) each retain and provide the other, with any records or other information which may be relevant to any such Tax Return, audit or examination, proceeding or determination, and (iiiii) 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, Seller SELLER and Purchaser BUYER shall retain, until the applicable statute 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 Tax Returns for all tax periods or portions thereof ending before or including the Closing Time 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. Purchaser BUYER shall keep the original copies of the records at its facilities in California and elsewhere, if applicable, and, at SellerSELLER's expense, shall provide copies of the Records to Seller SELLER upon SELLER's request. SELLER shall provide BUYER with access to all of SELLER's books and records if BUYER requests them from time to time.

Cooperation and Records Retention. Seller and Purchaser shall (i) each provide the other with such assistance as may reasonably be requested by them in connection with the preparation of any tax Tax return, statement, report report, form or other document (hereinafter collectively a "Tax Return"), or in connection with any audit or other examination by any taxing authority or any judicial or administrative proceedings relating to liability for Taxes, (ii) each retain and provide the other, with any records or other information which may be relevant to any such Tax Return, audit or examination, proceeding or determination, and (iiiii) 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, Seller and Purchaser shall retain, until the applicable statute 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 Tax Returns for all tax periods or portions thereof ending before or including the Time of Closing Time 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. Purchaser Seller shall keep the original copies of such records relating to Seller, as well as all books of accounts, general ledgers, sales invoices, accounts payable and payroll records, drawings, files, papers, and all other records (the records "Records") at its facilities facility in California and elsewhere, if applicable, and, at Seller's expense, shall promptly provide complete copies of the Records to Seller Purchaser upon Purchaser's request and shall make all Records available for inspection at any time upon Purchaser's request.

Cooperation and Records Retention. Seller and Purchaser The parties hereto shall (i) each provide the other with such assistance as may reasonably be requested by them in connection with the preparation of any tax return, statement, report report, form or other document (hereinafter collectively hereinafter, collectively, a "“Tax Return"”), or in connection with any audit or other examination by any taxing authority or any judicial or administrative proceedings relating to liability for Taxes, (ii) each retain and provide the other, other with any records or other information which may be relevant to any such Tax Return, audit or examination, proceeding or determination, and (iiiii) 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, Seller and Purchaser each party hereto shall retain, until the applicable statute 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 Tax Returns for all tax periods or portions thereof ending before or including the Closing Time 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. Purchaser shall keep the original copies of the records at its facilities in California and elsewhere, if applicable, and, at Seller's expense, shall provide copies of the Records to Seller upon request.

Cooperation and Records Retention. Seller Seller, Parent and Purchaser Buyer shall (i) each provide the other with such assistance as may reasonably be requested by them in connection with the preparation of any tax return, statement, report form or other document (hereinafter collectively a "Tax Return")Returns, or in connection with any audit or other examination by any taxing authority or any judicial or administrative proceedings relating to liability for Taxes, (ii) each retain and provide the other, with any records or other information which may be relevant to any such Tax Return, audit or examination, proceeding or determination, and (iiiii) 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, Seller Seller, Parent and Purchaser Buyer shall retain, until the applicable statute 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 Tax Returns for all tax periods or portions thereof ending before or including the Closing Time 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. Purchaser Buyer shall keep the original copies of the records at its facilities in California and elsewhere, if applicable, and, at Seller's expense, shall provide copies of the Records records to Seller upon Seller's request.

Cooperation and Records Retention. Seller Except as otherwise set forth in the Transition Services Agreement or the Services Agreement, the Sellers’ Representative and Purchaser 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 tax return, statement, report form or other document (hereinafter collectively a "Tax Return"), or in connection with any audit audit, or other examination by any taxing authority Taxing Authority or any judicial or administrative proceedings relating to liability for Taxes, (ii) each retain and provide the other, other with any records or other information which that may be relevant to any such Tax Return, audit or examination, proceeding proceeding, or determination, and (iiiii) 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 any Meritas Company for any period. Without limiting the generality of the foregoing, Seller and Purchaser the Meritas Companies shall retain, until the applicable statute 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 Tax Returns returns for all tax Tax periods or portions thereof ending before or including the Closing Time Date and shall not destroy or otherwise dispose of any such records without first providing the other party Sellers’ Representative with a reasonable opportunity to review and copy the same. Purchaser Each party shall keep bear its own expenses in complying with the original copies of the records at its facilities in California and elsewhere, if applicable, and, at Seller's expense, shall provide copies of the Records to Seller upon requestforegoing provisions.

Cooperation and Records Retention. Seller and Purchaser Buyer shall (i) each provide the other with such assistance as may reasonably be requested by them such party in connection with the preparation of any tax return, statement, report form or other document (hereinafter collectively a "Tax Return")Returns, or in connection with any audit or other examination by any taxing authority or any judicial or administrative proceedings relating to liability for TaxesTaxes or with Buyers independent auditors as may be required pursuant to SEC regulations in connection with this Agreement, (ii) each retain and provide the other, with any records or other information which may be relevant to any such Tax Return, audit or examination, proceeding or determination, determination and (iiiii) 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, Seller and Purchaser Buyer shall use reasonable efforts to retain, until the applicable statute 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 Tax Returns for all tax periods or portions thereof ending before or including the Soft Closing Time 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. Purchaser Seller shall keep the original copies of the such records at its facilities in California Kansas, Florida and elsewhere, if applicable, and, at Seller's Buyer’s reasonable expense, shall provide copies of the Records records to Seller Buyer upon Buyer’s request.

Cooperation and Records Retention. Seller ZYCAD and Purchaser TSSI shall (i) ------------------------------------------------ each provide the other with such assistance as may reasonably be requested by them in connection with the preparation of any tax Tax return, statement, report report, form or other document (hereinafter collectively a "Tax Return"), or in connection with any audit or other examination by any taxing authority or any judicial or administrative proceedings relating to liability for Taxes, (ii) each retain and provide the other, with any records or other information which may be relevant to any such Tax Return, audit or examination, proceeding or determination, and (iiiii) 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, Seller ZYCAD and Purchaser TSSI shall retain, until the applicable statute 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 Tax Returns for all tax periods or portions thereof ending before or including the date of Closing Time 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. Purchaser TSSI shall keep the original copies of the records at its facilities in California and elsewhere, if applicable, and, at SellerZYCAD's expense, shall provide copies of the Records to Seller ZYCAD upon ZYCAD's request.. Section 12.14