Common use of Mutual Assistance and Records Clause in Contracts

Mutual Assistance and Records. Each of the parties hereto agrees that they will mutually cooperate in the expeditious filing of all notices, reports and other filings with any governmental authority required to be submitted jointly by Buyer and Seller in connection with the execution and delivery of this Agreement, the other agreements contemplated hereby and the consummation of the transactions contemplated hereby or thereby. Subsequent to the Closing, Seller and Buyer at their own cost, will assist each other (including by the retention of records and the provision of access to relevant records) in the preparation of their respective Tax Returns and the filing and execution of Tax elections, if required, as well as in the defense of any audits or litigation that may ensue as a result of the filing thereof, to the extent that such assistance is reasonably requested. The Purchase Price shall be allocated among the Purchased Assets in accordance with the methodology described on Schedule 8.2 hereof. Each of the parties hereto covenants and agrees to prepare and timely file all applicable Tax Returns and information reports in accordance with the allocations developed by Buyer based on the methodology set forth on Schedule 8.2, which allocations are intended to comply with Section 1060 of the Code. Each of the parties hereto agrees that Seller may retain copies of any records purchased by Buyer hereunder, subject to the provisions of Section 8.14

Mutual Assistance and Records. Each of the parties hereto agrees that they will mutually cooperate in the expeditious filing of all notices, reports and other filings with any governmental authority required to be submitted jointly by Buyer Purchaser and Seller in connection with the execution and delivery of this Agreement, the other agreements contemplated hereby and the consummation of the transactions contemplated hereby or thereby. Subsequent to the Closing, Seller and Buyer Purchaser at their own cost, will assist each other (including by the retention of records and the provision of access to relevant records) in the preparation of their respective Tax Returns and the filing and execution of Tax elections, if required, as well as in the defense of any audits or litigation that may ensue as a result of the filing thereof, to the extent that such assistance is reasonably requested. The Purchase Price shall be allocated among the Purchased Assets in accordance with the methodology described on Schedule 8.2 hereof1.3 hereof and the parties will file a Federal IRS Form 8594. Each of the parties hereto covenants and agrees to prepare and timely file all applicable Tax Returns and information reports in accordance with the allocations developed by Buyer based on the methodology set forth on Schedule 8.2, which allocations are intended to comply with Section 1060 of the Code. Each of the parties hereto agrees that Seller may retain copies of any records purchased by Buyer hereunder, subject to the provisions of Section 8.14parties.