Cooperation; Records. (a) After the Closing Date, each of Seller and Buyer shall:
(i) assist (and cause their respective affiliates to assist) the other party as necessary in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with Section 7.2 hereof;
(ii) cooperate fully in preparing for any audits of, or disputes with taxing authorities regarding, any Tax Returns of any Company or any Company Subsidiary and in administering this Agreement;
(iii) make available to the other party and to any taxing authority as reasonably requested all books and records, documents, financial, operating and accounting data and other information relating to Taxes of each Company and each Company Subsidiary;
(iv) provide timely notice to the other party in writing of any pending or threatened audits or assessments of any Company or any Company Subsidiary for taxable periods for which the other party may have a liability under this Article VII;
(v) furnish the other party with copies of all correspondence received from any taxing authority in connection with any Tax audit or information request with respect to any such taxable period; and
(vi) execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Article VII.
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. 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 Xxxxxxxx XXX 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 Xxxxxxxx XXX upon the request of the New Xxxxxxxx XXX. 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. 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. 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. (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. 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, except for files and records applicable to Richmond School Facilities, Richmond employees or Richmond students, which shall be provided, on or before the Effective Date, to duly authorized school officials of the New Xxxxxxxx XXX. 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. 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.
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. 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.
