Cooperation, Exchange of Information and Record Retention Sample Clauses

Cooperation, Exchange of Information and Record Retention. (a) Buyer and CBNA shall provide each other, and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives reasonably to provide each other, with such cooperation and information relating to the Company (including cooperation relating to any audit request) as any of them reasonably may request of another, including (i) in preparing and filing any Tax Return (including pro-forma Tax Returns), amended Tax Return or claim for refund, including maintaining and making available to each other all records necessary in connection with Taxes; (ii) in resolving all disputes and audits with respect to all Taxable periods relating to Taxes; and (iii) in connection with all other matters covered in this Article VI. Each such party shall make its employees available on a mutually convenient basis to provide explanations of any documents or information provided hereunder. (b) Buyer and CBNA recognize that the other party will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by Buyer, CBNA or the Company to the extent such records and information pertain to events occurring on or prior to the Closing Date; therefore, from and after the Closing Date, CBNA, Buyer and their respective Affiliates shall (i) retain and maintain all such records including all Tax Returns, schedules and work papers, records and other documents in their possession relating to Tax matters of the Company for taxable periods ending on or prior to the Closing Date and for the Straddle Period for the longer of (x) the ten-year period beginning on the Closing Date or (y) the full period of the applicable statute of limitations, including any extension thereof and (ii) allow the agents and representatives of each other, upon reasonable notice and at mutually convenient times to inspect, review and make copies of such records (at the expense of the party requesting the records) as CBNA and Buyer may deem reasonably necessary or appropriate from time to time. The holder of any records, books, workpapers, reports, correspondence and other similar materials shall provide the other party with written notice thirty (30) days prior to transferring, destroying or discarding the last copy of any such materials and such other party shall have the right, at its expense, to copy or take any such materials. Any information obtained under this Section 6.9(b) shall be kept confidential except as may be otherwise n...
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Cooperation, Exchange of Information and Record Retention. (a) Purchaser and Parent shall provide each other, and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives reasonably to provide each other, with such cooperation and information relating to the Acquired Subsidiaries (including cooperation relating to any Audit request) as any of them reasonably may request of another, including in (i) preparing and filing any Tax Return (including pro-forma Tax Returns), amended Tax Return or claim for refund, including maintaining and making available to each other all records necessary in connection with Taxes; (ii) resolving all disputes and audits with respect to all taxable periods relating to Taxes; (iii) contesting or compromising any Tax Claim; (iv) determining a Tax liability or a right to a refund of Taxes; (v) participating in or conducting any audit or other proceeding in respect of Taxes; (vi) assessing whether any of the reinsurance contracts of the Business may be subject to Section 845 of the Code, (vii) determining the identity of all the consolidated, unified, combined or affiliated groups the Acquired Subsidiaries or the Joint Ventures have been a member of since 1997 to the extent Parent was or is not the common parent of such group and (viii) connection with all other matters covered in this Article VIII. Each such party shall make its employees available on a mutually convenient basis to provide explanations of any documents or information provided hereunder. (b) At Purchaser's request, Parent and its Affiliates shall cooperate and make a good faith effort to provide Purchaser with all of the information possessed by Parent and its Affiliates or that is reasonably obtainable by Parent and its Affiliates (including access to personnel of the Parent or its Affiliates) relating to any Acquired Subsidiary or Joint Venture which is characterized as a partnership for U.S. federal income tax purposes and for any entity in which a Joint Venture or Acquired Subsidiary own an equity interest that is characterized as a partnership for U.S. federal income tax purposes (the "Partnerships"), including: (i) A list of the Partnerships which the Tax Personnel (after due inquiry) know to have in place a section 754 election and all information requested by Purchaser that will assist Purchaser in determining whether a section 754 election should be made for any of the Partnerships; (ii) A list of the Partnerships that will terminate pursuant to section 708 of the Code as a...
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Cooperation, Exchange of Information and Record Retention. (a) Legg Mason and Citigroup shall provide each other, and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives reasonably to provide each other, with such cooperation and information relating to the CAM Subsidiaries and the PC/CM Subsidiaries, as the case may be, (including cooperation with respect to any Audit) as any of them reasonably may request of another, including in (i) preparing and filing any Tax Return, amended Tax Return or claim for refund, including maintaining and making available to each other all records necessary in connection with Taxes; (ii) resolving all disputes and audits with respect to all taxable periods relating to Taxes; (iii) contesting or compromising any Tax Claim; (iv) determining a Tax liability or a right to a refund of Taxes; (v) participating in or conducting any audit or other proceeding in respect of Taxes; and (vi) connection with all other matters covered in this Article VIII. Each such party shall make its employees available on a mutually convenient basis to provide explanations of any documents or information provided hereunder. To the extent reasonably requested by Citigroup, Legg Mason shall cause the relevant CAM Subsidiary to authorize by appropriate powers of attorney such Persons as Citigroup shall designate to represent such CAM Subsidiary with respect to subclauses (i)-(vi) of this Section 8.10(a). To the extent reasonably requested by Legg Mason, Citigroup shall cause the relevant PC/CM Subsidiary to authorize by appropriate powers of attorney such Persons as Legg Mason shall designate to represent such PC/CM Subsidiary with respect to subclauses (i)-(vi) of this Section 8.10(a). (b) Legg Mason and Citigroup recognize that (i) Citigroup and its Affiliates will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by the CAM Subsidiaries to the extent such records and information pertain to events occurring on or prior to the Closing Date and (ii) Legg Mason and its Affiliates will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by the PC/CM Subsidiaries to the extent such records and information pertain to events occurring on or prior to the Closing Date; therefore, Legg Mason and Citigroup agree that from and after the Closing Date, Citigroup, Legg Mason and their respective Affiliates shall (A) retain and maintain all such records ...
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Cooperation, Exchange of Information and Record Retention. From and after the Closing Date until the Tax Indemnification Termination Date: (i) the Parties and their Affiliates shall mutually cooperate with respect to the Tax matters covered by this Section 6.02, which shall include making employees available at reasonable times during regular business hours to provide additional information or explanation of materials or documents; and (ii) the Buyer Indemnified Parties and their agents, auditors and representatives shall (A) retain and maintain all such records including all Tax Returns, schedules and work papers, records and other documents in their possession relating to Tax matters of the Purchased Subsidiaries and their Subsidiaries and (B) allow Seller, upon reasonable notice and at mutually convenient times, to access employees and to review and make copies of such records (at the expense of Seller) as Seller may deem reasonably necessary or appropriate.
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Cooperation, Exchange of Information and Record Retention. Buyer and its Affiliates, on the one hand, and Seller and its Affiliates, on the other hand, shall reasonably cooperate and (at the expense of the requesting party) provide to each other such information and assistance as may reasonably be requested in connection with the (a) preparation of any Tax Return relating to the Purchased Assets or the Business, (b) conduct of any audit or other examination by any Tax Authority relating to the Purchased Assets or the Business, and (c) prosecution or defense of any action, claim, investigation, suit or arbitration relating to any Tax Return relating to the Purchased Assets or the Business. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information that are reasonably relevant to any such action, claim, investigation, suit or arbitration and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Notwithstanding anything herein to the contrary, Buyer or its Affiliates shall not be required to share any Tax Returns or other Tax information of Buyer or its Affiliates.
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Cooperation, Exchange of Information and Record Retention. (a) Buyer and its Affiliates, on the one hand, and Seller and its Affiliates, on the other hand, shall cooperate and (at the expense of the requesting party with respect to out-of-pocket costs) provide to each other such information and assistance as may reasonably be requested in connection with the (i) preparation of any Tax Return relating to the Business, (ii) conduct of any audit or other examination by any Tax Authority relating to any liability for Taxes relating to the Business, and (iii) prosecution or defense of any action, claim, investigation, suit or arbitration relating to any Tax Return relating to the Business. Such cooperation shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (b) Seller and Buyer agree that, with respect to any income or payment subject to reporting or withholding occurring prior to (i) the Effective Time and (ii) in the case of any Customer Contract for which the required consent has not been obtained, and that becomes subject to Section 5.9(c), as of the Effective Time, the time that such Customer Contract becomes a Transferred Contract (if at all) (each such time, the “Delayed Transfer Time”), Seller shall be responsible for (x) the filing of any tax return (including Forms 941, 945 and 1042), information returns (including Forms 1099-B, 1099-DIV, 1099-INT, 0000-XXXX, 0000-XXX, 0000-X, 480.7C, W-2 and 1042-S) or withholding tax deposit coupons, and (y) the withholding and remittance of Tax to each appropriate Tax Authority, and the mailing of any related payee statement or notice. Buyer shall be responsible for such filings with respect to any income or payment with respect to the Purchased Assets subject to reporting or withholding occurring at or after the Effective Time or the Delayed Transfer Time, as applicable.
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Cooperation, Exchange of Information and Record Retention. The Parties recognize that each Party may need access, from time to time, after the Closing Date, to certain accounting and Tax records and information of the Target Companies held by Oxford, Cambridge, Holdco or any Target Company; therefore, from and after the Closing Date, each Party shall, and shall cause its applicable Affiliates (including the Target Companies) and Representatives to, (a) retain and maintain all such records including all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of a Target Company for each Pre-Closing Tax Period and any Straddle Period until the later of (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate (giving effect to any valid extensions) or (ii) six (6) years following the due date for such Tax Returns (giving effect to any valid extensions), (b) allow the other Parties, their Affiliates and Representatives (and Representatives of any of their Affiliates), upon reasonable notice and at mutually convenient times, to access employees and to inspect, review and make copies of such records (at the expense of the Party requesting the records) as such Parties may deem reasonably necessary or appropriate from time to time and (c) as reasonably requested by any Party, cooperate and make employees available at mutually convenient times to provide additional information or explanation of materials or documents. Any information obtained under this Section 9.5 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.
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Cooperation, Exchange of Information and Record Retention. Buyer and its Affiliates, on the one hand, and Seller and its Affiliates, on the other hand, shall cooperate and (at the expense of the requesting party) provide to each other such information and assistance as may reasonably be requested in connection with the (i) preparation of any Tax Return relating to the private student Loan origination, marketing, servicing, refinancing and consolidation business, (ii) conduct of any audit or other examination by any Tax Authority relating to any liability for Taxes relating to the private student Loan origination, marketing, servicing, refinancing and consolidation business, and (iii) prosecution or defense of any action, claim, investigation, suit or arbitration relating to any Tax Return relating to the private student Loan origination, marketing, servicing, refinancing and consolidation business. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any such action, claim, investigation, suit or arbitration and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder; provided that, notwithstanding anything herein to the contrary, Seller shall not be required to provide Buyer and its Affiliates with access to or copies of any of its or its Affiliates’ Tax Returns, including Seller Group Returns, or its Tax-related work papers.
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Related to Cooperation, Exchange of Information and Record Retention

  • Cooperation and Exchange of Information The Parties shall each cooperate fully (and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering the other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing of Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities; (b) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.1.

  • 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, in a timely manner, as and 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.

  • EXCHANGE OF INFORMATION AND CONFIDENTIALITY ISO-NE and NYISO are authorized and agree to exchange and share such information as is required for the Coordination Committee to perform its duties and for the Parties to fulfill their obligations under this Agreement. Any Party that receives Confidential Information or Critical Energy Infrastructure Information (“CEII”) pursuant to this Article 6 (the “Receiving Party”) shall treat such information as confidential subject to the terms and conditions set forth in Section 6.5 of this Agreement.

  • Consultations and Exchange of Information Either Contracting Party may request consultations on the interpretation or application of this Agreement. The other Contracting Party shall give sympathetic consideration to the request. Upon request by either Contracting Party, information shall be exchanged on the measures of the other Contracting Party that may have an impact on new investments, investments or returns covered by this Agreement.

  • Exchange of Information Confidentiality Article VII Further Assurances and Additional Covenants; Article VIII Termination; and Article X Miscellaneous, other than Section 10.3

  • Exchange of Information 1. The competent authorities of the Contracting States shall exchange such information as is foreseeably relevant for carrying out the provisions of this Agreement or to the administration or enforcement of the domestic laws concerning taxes of every kind and description imposed on behalf of the Contracting States, or of their political subdivisions or local authorities, insofar as the taxation thereunder is not contrary to the Agreement. The exchange of information is not restricted by Articles 1 and 2. 2. Any information received under paragraph 1 by a Contracting State shall be treated as secret in the same manner as information obtained under the domestic laws of that State and shall be disclosed only to persons or authorities (including courts and administrative bodies) concerned with the assessment or collection of, the enforcement or prosecution in respect of, the determination of appeals in relation to the taxes referred to in paragraph 1, or the oversight of the above. Such persons or authorities shall use the information only for such purposes. They may disclose the information in public court proceedings or in judicial decisions. 3. In no case shall the provisions of paragraphs 1 and 2 be construed so as to impose on a Contracting State the obligation: (a) to carry out administrative measures at variance with the laws and administrative practice of that or of the other Contracting State; (b) to supply information which is not obtainable under the laws or in the normal course of the administration of that or of the other Contracting State; (c) to supply information which would disclose any trade, business, industrial, commercial or professional secret or trade process, or information the disclosure of which would be contrary to public policy (ordre public). 4. If information is requested by a Contracting State in accordance with this Article, the other Contracting State shall use its information gathering measures to obtain the requested information, even though that other State may not need such information for its own tax purposes. The obligation contained in the preceding sentence is subject to the limitations of paragraph 3 but in no case shall such limitations be construed to permit a Contracting State to decline to supply information solely because it has no domestic interest in such information. 5. In no case shall the provisions of paragraph 3 be construed to permit a Contracting State to decline to supply information solely because the information is held by a bank, other financial institution, nominee or person acting in an agency or a fiduciary capacity or because it relates to ownership interests in a person.

  • Other Agreements Providing for Exchange of Information The rights and obligations granted under this Article IV are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange or confidential treatment of information set forth in any Ancillary Agreement.

  • Information: miscellaneous The Owner must supply to the Facility Agent, in electronic form by email attachments or hard copy (and, if in hard copy, in sufficient copies for all of the Lenders), subject to any duty of confidentiality which it may have to third parties (whom it will promptly approach in order to seek any necessary consents where applicable): (a) copies of all documents despatched by it to its creditors (other than trade creditors) generally or any class of them at the same time as they are despatched; (b) copies of all reports provided to the Owner by the Manager pursuant to the Management Agreement, in each case, within five (5) Business Days of receipt of such report by the Owner and if, in the opinion of the Facility Agent (acting reasonably), any additional technical report is necessary, the Owner will procure such report; (c) as soon as reasonably practicable on becoming aware of them, details of any litigation, arbitration or administrative proceedings which are current, pending or, to the best of its knowledge and belief, threatened against it and which, in each case, would have a Material Adverse Effect (in the opinion of the Facility Agent acting on the instructions of the Majority Lenders); (d) as soon as reasonably practicable on request, such further information, in electronic form by email attachments or hard copy (and, if in hard copy, in sufficient copies for all of the Lenders), regarding the financial condition and operations of the Owner or regarding any matter relevant to, or to any provision of, a Finance Document as the Facility Agent may reasonably request; (e) as soon as reasonably practicable on becoming aware of them, details of any event or circumstance which is a Force Majeure Event; (f) promptly on becoming aware of them, details of any event which has a Material Adverse Effect; (g) as soon as they are available, copies of any notice of default, termination, material dispute or claim (including notices provided by the Charterer under the terms of a Drilling Charter) made against it under the Shipbuilding Contract, the Drilling Charter, any Refund Guarantee or under the Owner’s Shipbuilding Contract Guarantee or affecting the Vessel together with details of any action it proposes to take in relation to the same and notice of any charterhire reduction or proposed charterhire reduction under the terms of a Drilling Charter; (h) as soon as they are available, copies of any notice of default, termination or material claim made against it under the Management Agreement together with details of any action it proposes to take in relation to the same and, upon becoming aware of the same, notification of any strikes or industrial action taken or proposed to be taken by the Manager or its employees, subcontractors or personnel from time to time which has or may reasonably be expected to have a Material Adverse Effect; (i) promptly on becoming aware of them, details of any damage to or destruction of the Vessel or any breakdown of any part of the Vessel, where the cost of repair or reinstatement is likely to exceed US$10,000,000 or where the cumulative cost of repair or reinstatement of damage to or destruction of the Vessel during the previous six months is likely to exceed US$10,000,000; (j) promptly on becoming aware of them, details of any proposal for an amendment or waiver of a Related Contract other than amendments or waivers of an administrative or non-material nature; and (k) upon request by the Facility Agent, copies of all Transaction Authorisations (if any) obtained by it.

  • Agreement for Exchange of Information; Archives (a) Except in the case of an Adversarial Action or threatened Adversarial Action, and subject to Section 7.01(b), each of Nuance and SpinCo, on behalf of its respective Group, shall provide, or cause to be provided, to the other Party, at any time after the Distribution, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, which Nuance or SpinCo, or any member of its respective Group, as applicable, reasonably needs: (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, or any member of its respective Group, as applicable (including under applicable securities Laws), by any national securities exchange or any Governmental Authority having jurisdiction over Nuance or SpinCo, or any member of its respective Group, as applicable; (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, regulatory, litigation or other similar requirements; or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance or SpinCo determines that the disclosure of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law or Contract or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo shall take all commercially reasonable measures to permit compliance with Section 7.01(a) in a manner that avoids any such harm or consequence. Both Nuance and SpinCo intend that any provision of access to or the furnishing of Information pursuant to this Section 7.01 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilege.

  • Information and Reporting The Adviser shall provide the Trust and its respective officers with such periodic reports concerning the obligations the Adviser has assumed under this Agreement as the Trust may from time to time reasonably request.

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