Cooperation; Records Sample Clauses

Cooperation; Records. 65 SECTION 7.5 Disputes.....................................................66 SECTION 7.6 Section 338(h)(10) Election..................................66 SECTION 7.7 Allocation...................................................67 SECTION 7.8 Termination of Tax Allocation Agreements.....................67

Cooperation; Records. Each party hereto, at its own cost and expense, shall provide any other party hereto with such assistance as may reasonably be requested by such party in connection with the preparation and filing of any financial statement or tax return, including the completion of ASA's tax return information package, audit or other examination by any taxing authority, and any judicial or administrative proceedings relating to liability for taxes attributable to the Assets or the operation of the business, and each party, at its own cost and expense, shall retain for a reasonable period of time (but not less than six years after the date hereof or until the expiration of all applicable statutes of limitation, whichever is later), and provide the other party with all accounting, business,

Cooperation; Records. Photoelectron and Zeiss recognize that the -------------------- successful development of Products Two, Three and Four, together with any Additional Products, will require their full cooperation, and each party hereto commits to provide such cooperation. With respect to any development activity conducted pursuant to this Agreement, the parties hereto shall maintain accurate and detailed records regarding all development activities and shall from time to time and upon the reasonable request of either party, provide reports and other information to such party regarding the progress of the applicable development activity.

Cooperation; Records. RSU 2 and Richmond shall reasonably cooperate to effect the withdrawal. All RSU 2 files and records in any form, including computer files, shall remain the property of RSU 2. Files and records applicable to Richmond, Richmond employees or Richmond students, to the extent reasonably necessary and not prohibited by applicable privacy, confidentiality or other laws, shall be made available solely to duly authorized school officials of the New ▇▇▇▇▇▇▇▇ ▇▇▇ for (i) review at an agreed time following reasonable notice during the regular business hours of RSU 2 and (ii) copying at the expense of the New ▇▇▇▇▇▇▇▇ ▇▇▇ upon the request of the New ▇▇▇▇▇▇▇▇ ▇▇▇. RSU 2 shall not be required to create records not otherwise in its possession, and copying of computer files shall be done in whatever medium is convenient for RSU 2.

Cooperation; Records. (a) From the Closing Date, upon reasonable prior written notice, Buyer and Sellers shall furnish or cause to be furnished to each other and their employees, counsel, auditors and Representatives (i) reasonable access, during normal business hours, to such information, employees and assistance relating to the Business and the HI Entities as is reasonably necessary for financial reporting and accounting matters (other than in connection with the Closing Statement or December 31 Balance Sheet calculations), it being understood that Buyer may be seeking to dispose of portions of the Business and (ii) such other documents and reports required to be filed with any Government Entity or required for the preparation of its financial statements or in connection with any action, suit, demand, claim, hearing, proceeding or investigation by or before any Government Entity; provided, however, that the disclosing party shall not be required to do any of the foregoing unless the requesting party provides evidence, in a form which is satisfactory to the disclosing party that shows that the requesting party requires the said access or information for one of the aforementioned purposes; provided, however, also that in no event shall the requesting party have access to any information that in the reasonable judgment of the disclosing party, would (A) result in the disclosure of any trade secrets of third parties or could reasonably be expected to give rise to, or prejudice it in relation to, any claim or possible claim under this Agreement or (B) violate any obligation of the disclosing party or any of its Affiliates with respect to confidentiality or any applicable Law; and it being further understood that the requesting party shall reimburse the disclosing party and its Affiliates promptly for reasonable expenses it incurs in complying with any such request by or on behalf of the requesting party; and it being further understood that the disclosing party shall inform the requesting party if, in its judgment, it is entitled to decline access on the basis of paragraphs (A) or (B) in relation to any information that has been requested. Each party agrees that, as a condition precedent to performing any of the obligations required by this Section 5.14(a), each party may require the other party and its Affiliates (as appropriate) to enter into a confidentiality agreement containing terms and conditions which would be customary and reasonable in connection with the access and info...

Cooperation; Records. Each party hereto, at its own expense, -------------------- shall provide the other party hereto with such assistance as may reasonably be requested by the requesting party in connection with the preparation of any tax return, audit or other examination by a taxing authority, and any judicial or administrative proceeding which may arise relating to liability for taxes attributable to the Purchased Assets or the operation of the Business, or in connection with the collection of such party's debts relating to the Business, for litigation (other than litigation between the parties), for audit or other legitimate business purpose and each party, at its own cost and expense, shall retain for a reasonable period of time (but not less than six years after the date hereof or until the expiration of all applicable statutes of limitation, whichever is later) and provide the other party with all accounting, business, financial and tax records or information which may be relevant to such financial statement, return, audit or examination, proceedings or determination.

Cooperation; Records. (a) Attorney shall timely provide Consultant with all medical reports, pleadings, access to parties and other experts represented or engaged by Attorney in reference to the Matter. (b) Consultant may destroy any documents provided to Consultant in reference to the Matter after the earlier of: (i) written consent from Attorney; or (ii) ten (10) years after the Effective Date. (c) Attorney acknowledges that Consultant is not representing or warranting to the Attorney what the results of the Consulting Services will be, whether the Consulting Services are admissible in any legal proceedings regarding the Matter, and whether or not the Services will be helpful or harmful to the position of the Attorney and parties represented by Attorney in the Matter.

Cooperation; Records. Seller, at Buyer’s cost and expense, shall provide Buyer with such assistance as may reasonably be requested by Buyer in connection with the preparation and filing of any financial statement, Tax Return, audit or other examination by any taxing authority, and any judicial or administrative proceedings relating to liability for Taxes attributable to the Assets or the operation of the Business after the Closing Date, and Seller, at its own cost and expense, shall retain for a reasonable period of time (but not less than three (3) years after the date hereof or until the expiration of all applicable statutes of limitation, whichever is later), and provide, upon reasonable request and at Buyer’s cost and expense, to Buyer all accounting, business, financial and Tax records or information that may be reasonably relevant to such financial statement, return, audit or examination, proceedings or determination to the extent such records or information have not been transferred to Buyer as part of the Assets.

Cooperation; Records. Buyer and Sellers shall furnish or cause -------------------- to be furnished to each other, upon request, as promptly as practicable, such information (including access to books and other records) and assistance as is reasonably necessary for the filing of any return, amended return or claim for refund, for the preparation for or conduct of any audit, and for the prosecution or defense of any claim, suit, or proceeding relating to any proposed Tax adjustment. Buyer and Sellers shall cooperate with each other in good faith in the preparation of all tax returns and in the conduct of any audit or other similar proceedings and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out this intent. Each party shall provide the other with copies of all tax returns described in Sections 13.2.1 and 13.2.3 at least 10 days prior to the due date for filing such returns. The other party shall have the right to review such returns. Sellers and Buyer agree to consult and resolve in good faith any issues arising as a result of the review of such returns.