Common use of Cooperation and Records Retention Clause in Contracts

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 until the applicable statute of limitations (including any extensions) have expired and provide the other with any records or other information then in the possession of such party 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 used in the preparation of 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.

Cooperation and Records Retention. Seller The Sellers and Buyer shall (and Buyer shall cause Target and its Subsidiaries to) (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 taxing authority or judicial or administrative proceedings relating to Liability for Taxes, (ii) each retain until the applicable statute of limitations (including any extensions) have expired and provide the other with any records or other information then in the possession of such party 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 tax return of the other for any period. Without limiting the generality of the foregoing, Buyer and Seller the Sellers shall each retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all Tax tax returns, supporting work schedules, and other records or information used in the preparation of that may be relevant to such returns for all Tax 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.

Cooperation and Records Retention. Seller The Securityholder Representative and Buyer Parent shall (and Parent shall cause the Surviving Corporation to): (i) each provide the other with such assistance as may reasonably be requested by any of them in connection with the preparation or filing of any returnTax Return, audit, or other examination by any Taxing authority Authority or judicial or administrative proceedings relating to Liability liability for Taxes, ; (ii) each retain until the applicable statute of limitations (including any extensions) have expired and provide the other with any records or other information then in the possession of such party 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 Return of the other for any period. Without limiting the generality of the foregoing, Buyer and Seller Parent shall each cause the Surviving Corporation to retain, until the applicable statutes of limitations (including any extensionsextensions or tolling thereof) have expired, copies of all Tax returnsReturns, supporting work schedules, and other records or information used in the preparation of 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 Securityholder Representative with a reasonable opportunity to review and copy the same.

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 returnTax Returns, audit, or in connection with any audit or other examination by any Taxing taxing authority or any judicial or administrative ASSET PURCHASE AGREEMENT ONYX SOFTWARE CORPORATION proceedings relating to Liability liability for Taxes, (ii) each retain until the applicable statute of limitations (including any extensions) have expired and provide the other other, with any records or other information then in the possession of such party that which may be relevant to any 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, proceeding or determination that affects any amount required to by be shown on any Tax return Return of the other for any period. Without limiting the generality of the foregoing, Seller and Buyer and Seller shall each 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 used in the preparation of 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 with a reasonable opportunity to review and copy the same.