Cooperation; Record Retention. To the extent relevant to the conduct of the Business, the ownership or operation of the Assets or the Facilities or the sale of the Products on or prior to the Closing Date, each party shall (a) provide the other with such assistance as may reasonably be required in connection with the preparation of any Tax Return and the conduct of any audit or other examination by any taxing authority or in connection with judicial or administrative proceedings relating to any liability for Taxes and (b) retain and provide the other with all records or other information that may be relevant to the preparation of any Tax Returns, or the conduct of any audit, examination or other proceeding relating to Taxes. Seller shall retain all documents, including prior years’ Tax Returns, supporting work schedules and other records or information with respect to all income, sales, use and employment tax returns and, absent the receipt by Seller of the relevant Tax clearance certificates, shall not destroy or otherwise dispose of any such records until the earlier of (1) six (6) years after Closing or (2) the expiration of the applicable statute of limitations, without the prior written consent of Buyer.
Cooperation; Record Retention a) . Purchaser, the Property Owners and Seller shall cooperate, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request, at such other party's expense) the provision of records and information that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Purchaser, the Property Owners and Seller agree (i) to retain all books and records with respect to Tax matters pertinent to any Property Owner relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Purchaser, the Property Owners or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) to give the other parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if another party so requests, Purchaser, the Property Owners and Seller, as the case may be, shall allow the other party to take possession of such books and records.
Cooperation; Record Retention. The Sellers and the Purchaser shall reasonably cooperate in preparing and filing all Tax Returns, including maintaining and making available to each other all records necessary in connection with Taxes and in resolving all disputes and audits with respect to all taxable periods relating to Taxes. The Sellers shall, and the Purchaser shall cause the Company to, retain all such records for the later of (i) seven (7) years after the filing or due date of the return or (ii) the expiration of all applicable statutes of limitation with respect to the return. Any information obtained pursuant to this Article IX or pursuant to any other article of this Agreement providing for the sharing of information or review of any Tax Return or other schedule relating to Taxes shall be kept confidential. Each Seller will provide timely notice to the Purchaser in writing of any pending or threatened Tax audits or assessments relating to Taxes of the Seller attributable to the ownership of the Company for any period ending on or before the Closing Date.
Cooperation; Record Retention. Except as set forth on Schedule 8.1, no TFS Company is required by court or regulatory order to retain any records for any period of time measured by the pendency of a proceeding or investigation. Purchaser agrees to retain and preserve in good condition, pursuant to Purchaser's normal record retention policy, all records of the TFS Companies in existence as of the Closing Date. Purchaser agrees that Seller and/or its independent auditors shall have reasonable access to the books and records of the TFS Companies and their predecessors and have the assistance and cooperation of the appropriate personnel of the TFS Companies or their successors in the review of such books and records consistent with the assistance and cooperation furnished during the period the TFS Companies or their predecessors were directly or indirectly owned by Seller. Purchaser shall provide Seller with such information requested by Seller, and otherwise cooperate with Seller as reasonably requested, with respect to matters relating to the business operations of the TFS Companies or the status of the Loans prior to the Closing Date, including, without limitation, to enable Seller or Parent to conduct any litigation or defend any claim for which Seller or Parent has agreed to provide indemnification hereunder.
Cooperation; Record Retention. The Buyer agrees to retain and preserve in good condition, for the greater of seven (7) years or pursuant to the Buyer's record retention policy, all records of the Seller delivered to the Buyer in connection with this transaction and in existence as of the Closing Date. The Buyer agrees that the Seller and its independent auditors shall have reasonable access to such books and records and have the assistance and cooperation of the appropriate personnel of the Buyer or its successors in the review of such books and records. The Buyer shall provide the Seller with such information requested by the Seller, and otherwise cooperate with the Seller as reasonably requested, including but not limited to with respect to matters relating to the Purchased Assets and the operation of the Business or the status of the Purchased Assets prior to the Closing Date, or to enable the Seller or its Affiliates to conduct any litigation or defend any claim.
Cooperation; Record Retention. 18 7.2 Insurance......................................................18 7.3 Use of Transamerica Marks......................................18 7.4 Non-Solicitation Agreement.....................................18 7.5
Cooperation; Record Retention. Seller agrees to deliver to Purchaser at or as soon as practicable after the Closing all books and records of the Company or of Seller to the extent relating exclusively to the Company and copies of Seller's records to the extent reasonably but not exclusively related to the Company (including correspondence, memoranda, books of account, Tax records and returns (in the case of consolidated federal Tax returns, consolidated, combined or unitary state returns and any related records of Seller, Seller shall provide pro forma Tax returns for the Company that shall be consistent with and conform to the complete and correct federal Tax returns, consolidated, combined or unitary state returns of Seller), personnel and payroll records and the like). Seller shall not be obligated to deliver to Purchaser its consolidated Tax returns or related records not related to the Company (or copies thereof). All information or records relating to the Company which are not delivered to Purchaser pursuant hereto will be preserved by Seller for a period of at least five (5) years following the Closing and Seller will permit Purchaser and their authorized representatives to have reasonable access to, and examine and make copies of, in each case, during normal business hours, all such information or records as reasonably requested by Purchaser (other than consolidated Tax returns or related records not related to the Company which Purchaser shall have no right to examine). All books and records delivered by Seller or the Company to Purchaser will be preserved by Purchaser for a period of at least five (5) years following the Closing and Purchaser will permit Seller and its authorized representatives to have reasonable access to, and examine and make copies of, in each case, during normal business hours, all such books and records as reasonably requested by Seller.
Cooperation; Record Retention. Each Party shall provide, and cause its Affiliates to provide, the other Parties with such assistance as may reasonably be requested in writing by them in connection with the preparation of any Tax Return (including, at the request and sole expense of the Selling Stockholders, the filing of an amended Tax Return for a Pre-Closing Tax Period), the conduct of any Tax Proceeding and effectuating the terms of this Agreement, and each shall, and shall cause its Affiliates, ExRes and its Subsidiaries to, retain and provide the requesting Party with any records or information which may be relevant to any such Tax Return, any such Tax Proceeding and Tax determination or other matter relating to Taxes. Any information obtained pursuant to this Section 5.8(e) or pursuant to any other Section hereof providing for the sharing of information or review of any Tax Return shall be kept confidential by the Parties except to the extent a Party is legally compelled to disclose such information. Each Party shall, and shall cause each of its Affiliates, ExRes and its Subsidiaries to, take any and all Commercially Reasonable Efforts, act in good faith, and cooperate fully, to permit the other Parties to comply with their obligations hereunder. The Parties agree to retain, and to cause their Affiliates, ExRes and its Subsidiaries to retain, all books, records, Tax Returns, schedules, documents, work papers and other material items of information relating to Taxes for any Pre-Closing Tax Period for the longer of: (i) the seven-year period beginning on the Closing Date; or (ii) the full period of the applicable statue of limitations, including any extension thereof.
Cooperation; Record Retention. (a) In the event of, and for so long as any party is contesting or defending against, any action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand asserted by a third Person (including any Governmental Entity) against or involving a party hereto in connection with (i) any transaction contemplated by this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act or transaction on or prior to the Closing Date involving the Company and the Subsidiaries, the other party will to the extent reasonably practicable cooperate with the contesting or defending party and its counsel in the contest or defense, and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party (except to the extent the contesting or defending party is entitled to indemnification therefor under Article 8 hereof).
Cooperation; Record Retention. The SMI Entities agree to deliver to DCI at or as soon as practicable after the Residual Closing all books and records of any of the SMI Entities to the extent relating exclusively to the Excluded Assets (including correspondence, memoranda, books of account, and the like). All information or records relating to the Excluded Assets which are not delivered to DCI pursuant hereto will be preserved by the SMI Entities until DCI advises in writing that they may be destroyed. The SMI Entities will permit DCI and its authorized representatives (including its internal and independent accountants) to have reasonable access to, and examine and make copies of, in each case, during normal business hours, all information, books and records not delivered to DCI pursuant to this Agreement, as reasonably requested by DCI relating to the Excluded Assets. All books and records delivered by SMI to DCI pursuant to this Section will be preserved by DCI for the same period of time as specified in the Section for SMI's retention duties, and DCI will permit SMI and its authorized representatives to have reasonable access to, and examine and make copies of, in each case, during normal business hours, all such books and records as reasonably requested by SMI.
