Common use of Cooperation; Records Retention Clause in Contracts

Cooperation; Records Retention. (a) The Sellers and the Purchaser shall reasonably cooperate, and shall cause their respective Affiliates, officers, directors, managers, employees, agents, auditors and the Sellers and the Purchaser, respectively, to reasonably cooperate, in preparing and filing all Tax Returns or amended Tax Returns, resolving all disputes and audits relating to Taxes, determining any Tax liability or right to refund of Taxes or effectuating the terms of this Agreement, including by provision of any required power-of-attorney (or other form of authorization) and maintaining and making available to each other all records necessary in connection with Taxes. (b) The Purchaser shall retain all Tax Returns, schedules, and work papers and all material records and other documents relating thereto of the Company until the expiration of the later of (i) the seventh anniversary of the Closing Date or (ii) the date on which Taxes may no longer be assessed under the applicable statutes of limitation, including any waivers or extensions thereof. Thereafter, the Purchaser shall not destroy or dispose of any such Tax Returns, schedules, work papers or any other material records or other documents relating thereto without giving written notice to the Sellers of such pending destruction or disposal and offering the Sellers the right to copy such documents and information. The Purchaser shall be entitled to destroy or dispose of any such Tax Returns, schedules, work papers and all material records and other documents relating thereto described in such notice if the Sellers fail to request copies thereof within ninety (90) days after receipt of the notice described in this Section 6.3.

Cooperation; Records Retention. (a) The Sellers and the Purchaser shall reasonably cooperate, and shall cause their respective Affiliates, officers, directors, managers, employees, agents, auditors and the Sellers Sellers’ Representative and the Purchaser, respectively, to reasonably cooperate, in preparing and filing all Tax Returns or amended Tax Returns, resolving all disputes and audits relating to Taxes, determining any Tax liability or right to refund of Taxes or effectuating the terms of this Agreement, including by provision of any required power-of-attorney (or other form of authorization) and maintaining and making available to each other all records necessary in connection with Taxes. (b) The Purchaser shall retain all Tax Returns, schedules, and work papers and all material records and other documents relating thereto of each of the Company Companies until the expiration of the later of (i) the seventh anniversary of the Closing Date or (ii) the date on which Taxes may no longer be assessed under the applicable statutes of limitation, including any waivers or extensions thereof. Thereafter, the Purchaser shall not destroy or dispose of any such Tax Returns, schedules, work papers or any other material records or other documents relating thereto without giving written notice to the Sellers Sellers’ Representative of such pending destruction or disposal and offering the Sellers Sellers’ Representative the right to copy such documents and information. The Purchaser shall be entitled to destroy or dispose of any such Tax Returns, schedules, work papers and all material records and other documents relating thereto described in such notice if the Sellers fail Sellers’ Representative fails to request copies thereof within ninety (90) days after receipt of the notice described in this Section 6.35.3.

Cooperation; Records Retention. (a) The Sellers Sellers, the Purchaser and the Purchaser Acquired Companies shall reasonably cooperate, and shall cause their respective Affiliates, officers, directors, managers, employees, agents, auditors and the Sellers and the Purchaser, respectively, Representatives reasonably to reasonably cooperate, in preparing and filing all Tax Returns or amended Tax Returns, resolving all disputes and audits relating to Taxes, determining any Tax liability or right to refund of Taxes or effectuating the terms of this Agreement, including by provision of any required power-of-attorney (or other form of authorization) and maintaining and making available to each other all records necessary in connection with Taxes and in resolving all disputes, audits or other Proceedings with respect to all taxable periods relating to Taxes. (b) The Purchaser shall retain all Tax Returns, schedules, and work papers and all material records and other documents relating thereto of the Acquired Companies or the Operating Company until the expiration of the later of (i) the seventh anniversary of the Closing Date or (ii) the date on which Taxes may no longer be assessed under the applicable statutes of limitation, including any waivers or extensions thereof. Thereafter, the Purchaser shall not destroy or dispose of any such Tax Returns, schedules, work papers or any other material records or other documents relating thereto without giving written notice to the Sellers Sellers’ Representative of such pending destruction or disposal and offering the Sellers Sellers’ Representative the right to copy such documents and information. The Purchaser shall be entitled to destroy or dispose of any such Tax Returns, schedules, work papers and all material records and other documents relating thereto described in such notice if the Sellers fail Sellers’ Representative fails to request copies thereof within ninety (90) 90 days after receipt of the notice described in this Section 6.37.3.

Cooperation; Records Retention. (a) The Sellers Seller, Purchaser and the Purchaser Company shall reasonably cooperate, and shall cause their respective Affiliates, officers, directors, managers, employees, agents, auditors and the Sellers and the Purchaser, respectively, representatives reasonably to reasonably cooperate, in preparing and filing all Tax Returns or amended Tax Returns, resolving all disputes and audits relating to Taxes, determining any Tax liability or right to refund of Taxes or effectuating the terms of this Agreement, including by provision of any required power-of-attorney (or other form of authorization) and 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. (b) The Purchaser Company shall retain all Tax Returns, schedules, and work papers and all material records and other documents relating thereto of the Company or the CHUHC Subsidiaries until the expiration of the later of (i) the seventh anniversary of the Closing Date or (ii) the date on which Taxes may no longer be assessed under the applicable statutes of limitation, including any waivers or extensions thereof. Thereafter, the Purchaser Company shall not destroy or dispose of any such Tax Returns, schedules, work papers or any other material records or other documents relating thereto without giving written notice to the Sellers Seller of such pending destruction or disposal and offering the Sellers Seller the right to copy such documents and information. The Purchaser shall be entitled to destroy or dispose of any such Tax Returns, schedules, work papers and all material records and other documents relating thereto described in such notice if the Sellers fail Seller fails to request copies thereof within ninety (90) 90 days after receipt of the notice described in this Section 6.3Section.

Cooperation; Records Retention. (a) The Sellers Seller and the Purchaser ARC shall reasonably cooperate, and shall cause their respective Affiliates, officers, directors, managers, employees, agents, auditors auditors, attorneys and the Sellers and the Purchaser, respectively, representatives reasonably to reasonably cooperate, in preparing and filing all Tax Returns or amended Tax Returns, resolving all disputes with respect to Seediv and audits relating to Taxes, determining any Tax liability or right to refund of Taxes or effectuating the terms of this AgreementBusiness, including by provision of any required power-of-attorney (or other form of authorization) and maintaining and making available to each other all records necessary in connection with Taxes, including in relation to audits of, or inquiries directed to, customers relating to transactional Taxes such as sales or use Taxes, and in resolving all disputes and audits with respect to all taxable periods relating to Taxes. (b) The Purchaser Seller and ARC shall, and shall cause their respective Affiliates to, retain all Tax Returns, schedules, and work papers and all material records and other documents relating thereto of Seediv and with respect to the Company Business until the expiration of the later of of: (i) the seventh anniversary of the Closing Date Date, or (ii) the date on which Taxes may no longer be assessed under the applicable statutes of limitation, including any waivers or extensions thereof. Thereafter, the Purchaser party in possession of such items shall not destroy or dispose of any such Tax Returns, schedules, work papers or any other material records or other documents relating thereto without giving written notice to the Sellers other party of such pending destruction or disposal and offering the Sellers such other party the right to copy such documents and information. The Purchaser party in possession of such items shall be entitled to destroy or dispose of any such Tax Returns, schedules, work papers and all material records and other documents relating thereto described in such notice if the Sellers fail other party fails to request copies thereof within ninety (90) 90 days after receipt of the notice described in this Section 6.35.3(b).

Cooperation; Records Retention. (a) The Sellers Shareholder and the Purchaser Parent shall reasonably cooperate, and shall cause their respective Affiliates, officers, directors, managers, employees, agents, agents and auditors and the Sellers and the Purchaser, respectively, to reasonably cooperate, in preparing and filing all Tax Returns or amended Tax Returns, resolving all disputes and audits relating to Taxes, determining any Tax liability or right to refund of Taxes or effectuating the terms of this Agreement, including by provision of any required power-of-attorney (or other form of authorization) and maintaining and making available to each other all records necessary in connection with Taxes. (b) The Purchaser Parent shall retain all Tax Returns, schedules, and work papers and all material records and other documents relating thereto of each of the Company Companies until the expiration of the later of (i) the seventh anniversary of the Closing Date or (ii) the date on which Taxes may no longer be assessed under the applicable statutes of limitation, including any waivers or extensions thereof. Thereafter, the Purchaser Parent shall not destroy or dispose of any such Tax Returns, schedules, work papers or any other material records or other documents relating thereto without giving written notice to the Sellers Shareholder of such pending destruction or disposal and offering the Sellers Shareholder the right to copy such documents and information. The Purchaser Parent shall be entitled to destroy or dispose of any such Tax Returns, schedules, work papers and all material records and other documents relating thereto described in such notice if the Sellers fail Shareholder fails to request copies thereof within ninety (90) days after receipt of the notice described in this Section 6.35.3.

Cooperation; Records Retention. (a) The Sellers Seller and the Purchaser ARC shall reasonably cooperate, and shall cause their respective Affiliates, officers, directors, managers, employees, agents, auditors auditors, attorneys and the Sellers and the Purchaser, respectively, representatives reasonably to reasonably cooperate, in preparing and filing all Tax Returns or amended Tax Returns, resolving all disputes with respect to SDA and audits relating to Taxes, determining any Tax liability or right to refund of Taxes or effectuating the terms of this AgreementBusiness, including by provision of any required power-of-attorney (or other form of authorization) and maintaining and making available to each other all records necessary in connection with Taxes, including in relation to audits of, or inquiries directed to, customers relating to transactional Taxes such as sales or use Taxes, and in resolving all disputes and audits with respect to all taxable periods relating to Taxes. (b) The Purchaser Seller and ARC shall, and shall cause their respective Affiliates to, retain all Tax Returns, schedules, and work papers and all material records and other documents relating thereto of SDA and with respect to the Company Business until the expiration of the later of of: (i) the seventh anniversary of the Closing Date Date, or (ii) the date on which Taxes may no longer be assessed under the applicable statutes of limitation, including any waivers or extensions thereof. Thereafter, the Purchaser party in possession of such items shall not destroy or dispose of any such Tax Returns, schedules, work papers or any other material records or other documents relating thereto without giving written notice to the Sellers other party of such pending destruction or disposal and offering the Sellers such other party the right to copy such documents and information. The Purchaser party in possession of such items shall be entitled to destroy or dispose of any such Tax Returns, schedules, work papers and all material records and other documents relating thereto described in such notice if the Sellers fail other party fails to request copies thereof within ninety (90) 90 days after receipt of the notice described in this Section 6.36.3(b).