Common use of Cooperation; Audits Clause in Contracts

Cooperation; Audits. (a) In connection with the preparation of Tax Returns, audit examinations, and any administrative or judicial proceedings relating to the Tax liabilities imposed on Holdco or Enginetics for all Pre-Closing Tax Periods, the Buyer, on the one hand, and the Sellers, on the other hand, shall cooperate fully with each other, including the furnishing or making available during normal business hours of records, personnel (as reasonably required), books of account, powers of attorney or other materials necessary or helpful for the preparation of such Tax Returns, the conduct of audit examinations or the defense of claims by Taxing Authorities as to the imposition of Taxes. The Buyer shall and shall cause Holdco and Enginetics to (i) retain all books and records with respect to Tax matters pertinent to Holdco and Enginetics relating to any taxable period beginning before the Closing Date until the expiration of the applicable statute of limitations (and, to the extent notified by any Seller, any extension thereof) for the respective taxable periods, and to abide by all record retention agreements entered into with any Taxing Authority, and (ii) give the Representative reasonable notice prior to transferring, destroying or discarding any such books and records and shall allow the Representative to take possession of such books and records.

Cooperation; Audits. (a) In connection with the preparation of Tax Returns, audit examinations, and any administrative or judicial proceedings relating to the Tax liabilities imposed on Holdco or Enginetics for all Pre-Closing Tax Periodsthe Company, Buyer and the BuyerCompany, on the one hand, and the Sellers, on the other hand, shall cooperate fully with each other, including including, without limitation, the furnishing or making available during normal business hours of records, personnel (as reasonably required), books of account, powers of attorney or other materials necessary or helpful for the preparation of such Tax Returns, the conduct of audit examinations or the defense of claims by Taxing Governmental Authorities as to the imposition of Taxes. The Buyer and Sellers shall, and Buyer shall and shall cause Holdco and Enginetics the Company to (ia) retain all books and records with respect to Tax matters pertinent to Holdco and Enginetics the Company relating to any taxable period beginning before the Closing Date until the expiration of the applicable statute of limitations (and, to the extent notified by and any Seller, any extension extensions thereof) for of the respective taxable periods, and to abide by all record retention agreements entered into with any Taxing Governmental Authority, and (iib) to give the Representative other party reasonable written notice prior to transferring, destroying or discarding any such books and records and records, and, if the other party so requests, Buyer, the Company, or Sellers, as the case may be, shall allow the Representative other party to take possession of such books and recordsrecords at the sole expense of the requesting party.

Cooperation; Audits. (a) In connection with the preparation of Tax Returns, audit examinations, and any administrative or judicial proceedings relating to the Tax liabilities imposed on Holdco the Company or Enginetics the Subsidiary for all Pre-Closing Tax Periods, the Buyer, on the one hand, and the Sellers, on the other hand, shall cooperate fully reasonably with each other, including the furnishing or making available during normal business hours of records, personnel (as reasonably required), books of account, powers of attorney or other materials necessary or helpful for the preparation of such Tax Returns, the conduct of audit examinations or the defense of claims by Taxing Authorities as to the imposition of Taxes. The Buyer shall and shall cause Holdco the Company and Enginetics the Subsidiary to (i) retain all books and records with respect to Tax matters pertinent to Holdco the Company and Enginetics the Subsidiary relating to any taxable period beginning before the Closing Date until the expiration of the applicable statute of limitations (and, to the extent notified by any Sellerthe Sellers Representative, any extension thereof) for the respective taxable periods, and to abide by all record retention agreements entered into with any Taxing Authority, Authority and (ii) give the Sellers Representative reasonable notice prior to transferring, destroying or discarding any such books and records and shall allow the Sellers Representative to take possession of such books and records.