Common use of Other Tax Covenants Clause in Contracts

Other Tax Covenants. a. So long as any books, records and files retained by the Seller or and its Affiliates relating to the business of the Company or the books, records and files delivered to the control of the Purchaser pursuant to this Agreement to the extent they relate to the operations of the Company prior to the Closing Date, remain in existence and are available, each party (at its own expense) shall have the right upon prior notice to inspect and to make copies of the same at any time during business hours for any proper purpose. The Purchaser and the Seller and their respective Affiliates shall use reasonable efforts not to destroy or allow the destruction of any such books, records and files without first providing 60 days written notice of intention to destroy to the other, and allowing such other party to take possession of such records. b. Except as otherwise provided herein, without the prior written consent of Purchaser, neither the Seller nor any Affiliate of any the Seller shall, to the extent it may affect or relate to the Company, make or change any tax election, change any annual tax accounting period, adopt or change any method of tax accounting, file any amended Tax Return, enter into any method of tax accounting, enter into any closing agreement, settle any Tax Claim, assessment or proposed assessment, surrender any right to claim a Tax refund, consent to any extension or waiver of the limitation period applicable to any Tax Claim or assessment or take or omit to take any other action, if any such action or omission would have the effect of increasing any post-closing Taxes of the Purchaser, of the Company or any Affiliate of Purchaser, unless required by applicable law. Nothing contained in this paragraph (b) shall limit or affect the right of Seller and its Affiliates to utilize any and all tax loss carryovers of MRT which Seller and/or any of its Affiliates shall be entitled to utilize for any period ending prior to, on or after the Closing Date. c. Without the prior written consent of the Seller, neither the Purchaser nor the Company shall, to the extent it may affect or relate to the Company, make or change any Tax election, file any amended Tax Return, enter into any closing agreement, settle any Tax Claim, assessment or proposed assessment, surrender any right to claim a Tax refund, consent to any extension or waiver of the limitation period applicable to any Tax Claim or assessment or take or omit to take any other action, if any such action or omission would affect a Pre-Closing Tax Period, unless required by applicable law.

Other Tax Covenants. a. So long as any books, records and files retained by the Seller or and its Affiliates relating to the business of the Company or the books, records and files delivered to the control of the Purchaser pursuant to this Agreement to the extent they relate to the operations of the Company prior to the Closing Date, remain in existence and are available, each party (at its own expensea) shall have the right upon prior notice to inspect and to make copies of the same at any time during business hours for any proper purpose. The Purchaser and the Seller and their respective Affiliates shall use reasonable efforts not to destroy or allow the destruction of any such books, records and files without first providing 60 days written notice of intention to destroy to the other, and allowing such other party to take possession of such records. b. Except as otherwise provided herein, without Without the prior written consent of Purchaser, neither the no Seller nor any Affiliate of any the Seller shall, to the extent it may affect or relate to the Company, make or change any tax election, change any annual tax accounting period, adopt or change any method of tax accounting, file any amended Tax Return, enter into any method of tax accounting, enter into any closing agreement, settle any Tax Claim, assessment or proposed assessment, surrender any right to claim a Tax refund, consent to any extension or waiver of the limitation period applicable to any Tax Claim or assessment or take or omit to take any other action, if any such action or omission would have the effect of increasing any post-closing Taxes Tax Liability of the Purchaser, of the Company or any Affiliate of Purchaser, unless required by applicable law. Nothing contained in this paragraph . (b) shall limit or affect the right of Seller and its Affiliates to utilize any and all tax loss carryovers of MRT which Seller and/or any of its Affiliates shall be entitled to utilize for any period ending prior to, on or after the Closing Date. c. Without the prior written consent of the SellerSellers, neither the Purchaser nor the Company shall, to the extent it may affect or relate to the Company, make or change any Tax tax election, file any amended Tax Return, enter into any closing agreementAgreement, settle any Tax Claimclaim, assessment or proposed assessment, surrender any right to claim a Tax refund, consent to any extension or waiver of the limitation period applicable to any Tax Claim claim or assessment or take or omit to take any other action, if any such action or omission would affect a Pre-Closing Tax Period, unless required by applicable law. (c) So long as any books, records and files retained by any Seller or and his or her Affiliates relating to the business of the Company or the books, records and files delivered to the control of the Purchaser pursuant to this Agreement to the extent they relate to the operations of the Company prior to the Closing Date, remain in existence and are available, each party (at its own expense) shall have the right upon prior notice to inspect and to make copies of the same at any time during business hours for any proper purpose. The Purchaser and the Sellers and their respective Affiliates shall use reasonable efforts not to destroy or allow the destruction of any such books, records and files without first providing 60 days' written notice of intention to destroy to the other, and allowing such other party to take possession of such records.

Other Tax Covenants. a. So long as any books, records and files retained by the Seller or and its Affiliates relating to the business of the Company or the books, records and files delivered to the control of the Purchaser pursuant to this Agreement to the extent they relate to the operations of the Company prior to the Closing Date, remain in existence and are available, each party (at its own expense) shall have the right upon prior notice to inspect and to make copies of the same at any time during business hours for any proper purpose. The Purchaser and the Seller and their respective Affiliates shall use reasonable efforts not to destroy or allow the destruction of any such books, records and files without first providing 60 days written notice of intention to destroy to the other, and allowing such other party to take possession of such records. b. Except as otherwise provided herein, without 6.6.1 Without the prior written consent of Purchaser, which consent shall not be unreasonably withheld or delayed, neither the Seller Sellers nor any Affiliate of any the Seller Sellers shall, to the extent it may affect or relate to the Company, make or change any tax election, change any annual tax accounting period, adopt or change any method of tax accounting, file any amended Tax Return, enter into any method of tax accounting, enter into any closing agreement, settle any Tax Claim, assessment or proposed assessment, surrender any right to claim a Tax refund, consent to any extension or waiver of the limitation period applicable to any Tax Claim or assessment or take or omit to take any other action, if any such action or omission would have the effect of increasing any post-closing Taxes Tax Liability of the Purchaser, of the Company or any Affiliate of Purchaser, unless required by applicable law. Nothing contained in this paragraph (b) shall limit or affect the right of Seller and its Affiliates to utilize any and all tax loss carryovers of MRT which Seller and/or any of its Affiliates shall be entitled to utilize for any period ending prior to, on or after the Closing Date. c. 6.6.2 Without the prior written consent of the a Seller, neither the Purchaser nor the Company shall, to the extent it may affect or relate to tc the Company, make or change any Tax tax election, file any amended Tax Return, enter into any closing agreementAgreement, settle any Tax Claimclaim, assessment or proposed assessment, surrender any right to claim a Tax refund, consent to any extension or waiver of the limitation period applicable to any Tax Claim claim or assessment or take or omit to take any other action, if any such action or omission would affect a Pre-Closing Tax Period, unless required by applicable law. 6.6.3 So long as any books, records and files retained by the Sellers or and his Affiliates relating to the business of the Company or the books, records and files delivered to the control of the Purchaser pursuant to this Agreement to the extent they relate to the operations of the Company prior to the Closing Date, remain in existence and are available, each party (at its own expense) shall have the right upon prior notice to inspect and to make copies of the same at any time during business hours for any proper purpose. The Purchaser and the Sellers and their respective Affiliates shall use reasonable efforts not to destroy or allow the destruction of any such books, records and files without first: providing 60 days' written notice of intention to destroy to the other, and allowing such other party to take possession of such records. The Purchaser shall cause the Company to maintain relevant tax records for all at least three years following the end of the applicable tax year, or such greater period while in dispute, or then subject to audit.

Other Tax Covenants. a. So long as any books, records and files retained by the Seller or and its Affiliates relating to the business of the Company or the books, records and files delivered to the control of the Purchaser pursuant to this Agreement to the extent they relate to the operations of the Company prior to the Closing Date, remain in existence and are available, each party (at its own expensea) shall have the right upon prior notice to inspect and to make copies of the same at any time during business hours for any proper purpose. The Purchaser and the Seller and their respective Affiliates shall use reasonable efforts not to destroy or allow the destruction of any such books, records and files without first providing 60 days written notice of intention to destroy to the other, and allowing such other party to take possession of such records. b. Except as otherwise provided herein, without Without the prior written consent of Purchaser, neither the Seller nor any Affiliate of any the Seller shall, to the extent it may affect or relate to the any Acquired Company, make or change any tax election, change any annual tax accounting period, adopt or change any method of tax accounting, file any amended Tax Return, enter into any method of tax accounting, enter into any closing agreement, settle any Tax Claim, assessment or proposed assessment, surrender any right to claim a Tax refund, consent to any extension or waiver of the limitation period applicable to any Tax Claim or assessment or take or omit to take any other action, if any such action or omission would have the effect of increasing any post-closing Taxes Tax Liability of the Purchaser, of the any Acquired Company or any Affiliate of Purchaser, unless required by applicable law. Nothing contained in this paragraph . (b) shall limit or affect the right of Seller and its Affiliates to utilize any and all tax loss carryovers of MRT which Seller and/or any of its Affiliates shall be entitled to utilize for any period ending prior to, on or after the Closing Date. c. Without the prior written consent of the Seller, neither the Purchaser nor the Company Acquired Companies shall, to the extent it may affect or relate to the an Acquired Company, make or change any Tax tax election, file any amended Tax Return, enter into any closing agreementAgreement, settle any Tax Claimclaim, assessment or proposed assessment, surrender any right to claim a Tax refund, consent to any extension or waiver of the limitation period applicable to any Tax Claim claim or assessment or take or omit to take any other action, if any such action or omission would affect a Pre-Closing Tax Period, unless required by applicable law. (c) So long as any books, records and files retained by the Seller and his Affiliates relating to the business of an Acquired Company or the books, records and files delivered to the control of the Purchaser pursuant to this Agreement to the extent they relate to the operations of an Acquired Company prior to the Closing Date, remain in existence and available, each party (at its own expense) shall have the right upon prior notice to inspect and to make copies of the same at any time during business hours for any proper purpose. The Purchaser and the Seller and their respective Affiliates shall use reasonable efforts not to destroy or allow the destruction of any such books, records and files without first providing 60 days' written notice of intention to destroy to the other, and allowing such other party to take possession of such records.

Other Tax Covenants. a. So long as any books, records and files retained by the Seller or and its Affiliates relating to the business of the Company or the books, records and files delivered to the control of the Purchaser pursuant to this Agreement to the extent they relate to the operations of the Company prior to the Closing Date, remain in existence and are available, each party (at its own expense) shall have the right upon prior notice to inspect and to make copies of the same at any time during business hours for any proper purpose. The Purchaser and the Seller and their respective Affiliates shall use reasonable efforts not to destroy or allow the destruction of any such books, records and files without first providing 60 days written notice of intention to destroy to the other, and allowing such other party to take possession of such records. b. Except as otherwise provided herein, without 7.7.1 Without the prior written consent of Purchaser, neither the Seller Sellers nor any Affiliate of any the Seller Sellers shall, to the extent it may affect or relate to the Company, make or change any tax election, change any annual tax accounting period, adopt or change any method of tax accounting, file any amended Tax Return, enter into any method of tax accounting, enter into any closing agreement, settle any Tax Claim, assessment or proposed assessment, surrender any right to claim a Tax refund, consent to any extension or waiver of the limitation period applicable to any Tax Claim or assessment or take or omit to take any other action, if any such action or omission would have the effect of increasing any post-closing Taxes Tax Liability of the Purchaser, of the Company or any Affiliate of Purchaser, unless required by applicable law. Nothing contained in this paragraph (b) shall limit or affect the right of Seller and its Affiliates to utilize any and all tax loss carryovers of MRT which Seller and/or any of its Affiliates shall be entitled to utilize for any period ending prior to, on or after the Closing Date. c. 7.7.2 Without the prior written consent of the SellerSellers, neither the Purchaser nor the Company shall, to the extent it may affect or relate to the Company, make or change any Tax tax election, file any amended Tax Return, enter into any closing agreementAgreement, settle any Tax Claimclaim, assessment or proposed assessment, surrender any right to claim a Tax refund, consent to any extension or waiver of the limitation period applicable to any Tax Claim claim or assessment or take or omit to take any other action, if any such action or omission would affect a Pre-Closing Tax Period, unless required by applicable law. 7.7.3 So long as any books, records and files retained by the Sellers or and his Affiliates relating to the business of the Company or the books, records and files delivered to the control of the Purchaser pursuant to this Agreement to the extent they relate to the operations of the Company prior to the Closing Date, remain in existence and are available, each party (at its own expense) shall have the right upon prior notice to inspect and to make copies of the same at any time during business hours for any proper purpose. The Purchaser and the Sellers and their respective Affiliates shall use reasonable efforts not to destroy or allow the destruction of any such books, records and files without first providing 60 days' written notice of intention to destroy to the other, and allowing such other party to take possession of such records.

Other Tax Covenants. a. So long as any books, records and files retained by the Seller or and its Affiliates relating to the business of the Company or the books, records and files delivered to the control of the Purchaser pursuant to this Agreement to the extent they relate to the operations of the Company prior to the Closing Date, remain in existence and are available, each party (at its own expensea) shall have the right upon prior notice to inspect and to make copies of the same at any time during business hours for any proper purpose. The Purchaser and the Seller and their respective Affiliates shall use reasonable efforts not to destroy or allow the destruction of any such books, records and files without first providing 60 days written notice of intention to destroy to the other, and allowing such other party to take possession of such records. b. Except as otherwise provided herein, without Without the prior written consent of PurchaserBuyer, neither the any Seller nor any Affiliate of any the a Seller shall, to the extent it may affect or relate to the Company, make or change any tax election, change any annual tax accounting period, adopt or change any method of tax accounting, file any amended Tax Return, enter into any method of tax accounting, file any amended Tax Return, enter into any closing agreement, settle any Tax Claimclaim, assessment or proposed assessment, surrender any right to claim a Tax refund, consent to any extension or waiver of the limitation period applicable to any Tax Claim claim or assessment or take or omit to take any other action, if any such action or omission would have the effect of increasing any post-closing Taxes Tax liability of the Purchaser, of Buyer or the Company or of any Affiliate of Purchaserany such party for any Tax period ending after December 31, unless required by applicable law. Nothing contained in this paragraph 1997. (b) shall limit or affect the right of Seller and its Affiliates to utilize any and all tax loss carryovers of MRT which Seller and/or any of its Affiliates shall be entitled to utilize for any period ending prior to, on or after the Closing Date. c. Without the prior written consent of the Seller, neither the Purchaser Buyer nor the Company shall, to the extent it may affect or relate to the Company, make or change any Tax tax election, file any amended Tax Return, enter into any closing agreementClosing Agreement, settle any Tax Claimclaim, assessment or proposed assessment, surrender any right to claim a Tax refund, consent to any extension or waiver of the limitation period applicable to any Tax Claim claim or assessment or take or omit to take any other action, if any such action or omission would affect a Pre-Closing Tax Periodperiod ending on or before December 31, unless required 1997. (c) Seller shall be responsible for (and indemnify Buyer against) any sales, transfer, recording or other similar tax imposed as a result of the consummation of the transactions contemplated by this Agreement and the Operative Agreements; provided, that Buyer shall be responsible for applicable lawNew York State sales and transfer taxes.

Other Tax Covenants. a. So long as any books, records and files retained by the Seller or and its Affiliates relating to the business of the Company or the books, records and files delivered to the control of the Purchaser pursuant to this Agreement to the extent they relate to the operations of the Company prior to the Closing Date, remain in existence and are available, each party (at its own expense) shall have the right upon prior notice to inspect and to make copies of the same at any time during business hours for any proper purpose. The Purchaser and the Seller and their respective Affiliates shall use reasonable efforts not to destroy or allow the destruction of any such books, records and files without first providing 60 days written notice of intention to destroy to the other, and allowing such other party to take possession of such records. b. Except as otherwise provided herein, without 7.7.1 Without the prior written consent of Purchaser, neither the Seller Sellers nor any Affiliate of any the Seller Sellers shall, to the extent it may affect or relate to the Company, make or change any tax election, change any annual tax accounting period, adopt or change any method of tax accounting, file any amended Tax Return, enter into any method of tax accounting, enter into any closing agreement, settle any Tax Claim, assessment or proposed assessment, surrender any right to claim a Tax refund, consent to any extension or waiver of the limitation period applicable to any Tax Claim or assessment or take or omit to take any other action, if any such action or omission would have the effect of increasing any post-closing Taxes Tax Liability of the Purchaser, of the Company or any Affiliate of Purchaser, unless required by applicable law. Nothing contained in this paragraph (b) shall limit or affect the right of Seller and its Affiliates to utilize any and all tax loss carryovers of MRT which Seller and/or any of its Affiliates shall be entitled to utilize for any period ending prior to, on or after the Closing Date. c. 7.7.2 Without the prior written consent of the SellerSellers, neither the Purchaser nor the Company shall, to the extent it may affect or relate to the Company, make or change any Tax tax election, file any amended Tax Return, enter into any closing agreementAgreement, settle any Tax Claimclaim, assessment or proposed assessment, surrender any right to claim a Tax refund, consent to any extension or waiver of the limitation period applicable to any Tax Claim claim or assessment or take or omit to take any other action, if any such action or omission would affect a Pre-Closing Tax Period, unless required by applicable law. 7.7.3 So long as any books, records and files retained by the Sellers or and his Affiliates relating to the business of the Company or the books, records and files delivered to the control of the Purchaser pursuant to this Agreement to the extent they relate to the operations of the Company prior to the Closing Date, remain in existence and are available, each party (at its own expense) shall have the right upon prior notice to inspect and to make copies of the same at any time during business hours for any proper purpose. The Purchaser and the Sellers and their respective Affiliates shall use reasonable efforts not to destroy or allow the destruction of any such books, records and files without first providing 60 days= written notice of intention to destroy to the other, and allowing such other party to take possession of such records.

Other Tax Covenants. a. So long as any books, records and files retained by the Seller or and its Affiliates relating to the business of the Company or the books, records and files delivered to the control of the Purchaser pursuant to this Agreement to the extent they relate to the operations of the Company prior to the Closing Date, remain in existence and are available, each party (at its own expense) shall have the right upon prior notice to inspect and to make copies of the same at any time during business hours for any proper purpose. The Purchaser and the Seller and their respective Affiliates shall use reasonable efforts not to destroy or allow the destruction of any such books, records and files without first providing 60 days written notice of intention to destroy to the other, and allowing such other party to take possession of such records. b. Except as otherwise provided herein, without 7.8.1 Without the prior written consent of Purchaser, neither the Seller Sellers nor any Affiliate of any the Seller Sellers shall, to the extent it may affect or relate to the Company, make or change any tax election, change any annual tax accounting period, adopt or change any method of tax accounting, file any amended Tax Return, enter into any method of tax accounting, enter into any closing agreement, settle any Tax Claim, assessment or proposed assessment, surrender any right to claim a Tax refund, consent to any extension or waiver of the limitation period applicable to any Tax Claim or assessment or take or omit to take any other action, if any such action or omission would have the effect of increasing any post-closing Taxes Tax Liability of the Purchaser, of the Company or any Affiliate of Purchaser, unless required by applicable law. Nothing contained in this paragraph (b) shall limit or affect the right of Seller and its Affiliates to utilize any and all tax loss carryovers of MRT which Seller and/or any of its Affiliates shall be entitled to utilize for any period ending prior to, on or after the Closing Date. c. 7.8.2 Without the prior written consent of the SellerSellers, neither the Purchaser nor the Company shall, to the extent it may affect or relate to the Company, make or change any Tax election, file any amended Tax Return, enter into any closing agreement, settle any Tax Claimclaim, assessment or proposed assessment, surrender any right to claim a Tax refund, consent to any extension or waiver of the limitation period applicable to any Tax Claim claim or assessment or take or omit to take any other action, if any such action or omission would affect a Pre-Closing Tax Period, unless required by applicable law. 7.8.3 So long as any books, records and files retained by the Sellers relating to the business of the Company or the books, records and files delivered to the control of the Purchaser pursuant to this Agreement to the extent they relate to the operations of the Company prior to the Closing Date, remain in existence and are available, each party (at its own expense) shall have the right upon prior notice to inspect and to make copies of the same at any time during business hours for any proper purpose. The Purchaser and the Sellers and their respective Affiliates shall use reasonable efforts not to destroy or allow the destruction of any such books, records and files without first providing 60 days' written notice of intention to destroy to the other, and allowing such other party to take possession of such records.

Other Tax Covenants. a. Without the prior written consent of Buyer, no Seller shall, to the extent it may affect or relate to the Company or MWFA, make or change any tax election, change any annual tax accounting period, adopt or change any method of tax accounting, file any amended tax return, enter into any method of tax accounting, enter into any closing agreement, settle any tax claim, assessment or proposed assessment, surrender any right to claim a tax refund, consent to any extension or waiver of the limitation period applicable to any tax claim or assessment or take or omit to take any other action, if any such action or omission would have the effect of increasing any post-closing tax liability of the Buyer, of the Company or MWFA unless required by applicable law. b. Without the prior written consent of Sellers, neither the Buyer nor the Company or MWFA shall, to the extent it may affect or relate to the Company or MWFA, make or change any tax election, file any amended tax return, enter into any closing agreement, settle any tax claim, assessment or proposed assessment, surrender any right to claim a tax refund, consent to any extension or waiver of the limitation period applicable to any tax claim or assessment or take or omit to take any other action, if any such action or omission would affect a pre-closing period, unless required by applicable law. c. So long as any books, records and files retained by the any Seller or and its Affiliates relating to the business of the Company or MWFA or the books, records and files delivered to the control of the Purchaser Buyer pursuant to this Agreement to the extent they relate to the operations of the Company or MWFA prior to the Closing Date, remain in existence and are available, each party (at its own expense) shall have the right upon prior notice to inspect and to make copies of the same at any time during business hours for any proper purpose. The Purchaser Buyer and the Seller and their respective Affiliates Sellers shall use reasonable efforts not to destroy or allow all the destruction of any such books, records records, and files without first providing 60 days written notice of intention to destroy to the other, and allowing such other party to take possession of such records. b. Except as otherwise provided herein, without the prior written consent of Purchaser, neither the Seller nor any Affiliate of any the Seller shall, to the extent it may affect or relate to the Company, make or change any tax election, change any annual tax accounting period, adopt or change any method of tax accounting, file any amended Tax Return, enter into any method of tax accounting, enter into any closing agreement, settle any Tax Claim, assessment or proposed assessment, surrender any right to claim a Tax refund, consent to any extension or waiver of the limitation period applicable to any Tax Claim or assessment or take or omit to take any other action, if any such action or omission would have the effect of increasing any post-closing Taxes of the Purchaser, of the Company or any Affiliate of Purchaser, unless required by applicable law. Nothing contained in this paragraph (b) shall limit or affect the right of Seller and its Affiliates to utilize any and all tax loss carryovers of MRT which Seller and/or any of its Affiliates shall be entitled to utilize for any period ending prior to, on or after the Closing Date. c. Without the prior written consent of the Seller, neither the Purchaser nor the Company shall, to the extent it may affect or relate to the Company, make or change any Tax election, file any amended Tax Return, enter into any closing agreement, settle any Tax Claim, assessment or proposed assessment, surrender any right to claim a Tax refund, consent to any extension or waiver of the limitation period applicable to any Tax Claim or assessment or take or omit to take any other action, if any such action or omission would affect a Pre-Closing Tax Period, unless required by applicable law.

Other Tax Covenants. a. So long as any books, records and files retained by the Seller or and its Affiliates relating to the business of the Company or the books, records and files delivered to the control of the Purchaser pursuant to this Agreement to the extent they relate to the operations of the Company prior to the Closing Date, remain in existence and are available, each party (at its own expense) shall have the right upon prior notice to inspect and to make copies of the same at any time during business hours for any proper purpose. The Purchaser and the Seller and their respective Affiliates shall use reasonable efforts not to destroy or allow the destruction of any such books, records and files without first providing 60 days written notice of intention to destroy to the other, and allowing such other party to take possession of such records. b. Except as otherwise provided herein, without 7.7.1 Without the prior written consent of Purchaser, neither the Seller Sellers nor any Affiliate of any the Seller Sellers shall, to the extent it may affect or relate to the Company, make or change any tax election, change any annual tax accounting period, adopt or change any method of tax accounting, file any amended Tax Return, enter into any method of tax accounting, enter into any closing agreement, settle any Tax Claim, assessment or proposed assessment, surrender any right to claim a Tax refund, consent to any extension or waiver of the limitation period applicable to any Tax Claim or assessment or take or omit to take any other action, if any such action or omission would have the effect of increasing any post-closing Taxes Tax Liability of the Purchaser, of the Company or any Affiliate of Purchaser, unless required by applicable law. Nothing contained in this paragraph (b) shall limit or affect the right of Seller and its Affiliates to utilize any and all tax loss carryovers of MRT which Seller and/or any of its Affiliates shall be entitled to utilize for any period ending prior to, on or after the Closing Date. c. 7.7.2 Without the prior written consent of the SellerSellers, neither the Purchaser nor the Company shall, to the extent it may affect or relate to the Company, make or change any Tax tax election, file any amended Tax Return, enter into any closing agreementAgreement, settle any Tax Claimclaim, assessment or proposed assessment, surrender any right to claim a Tax refund, consent to any extension or waiver of the limitation period applicable to any Tax Claim claim or assessment or take or omit to take any other action, if any such action or omission would affect a Pre-Closing Tax Period, unless required by applicable law. 7.7.3 So long as any books, records and files retained by the Sellers or and his Affiliates relating to the business of the Company or the books, records and files delivered to the control of the Purchaser pursuant to this Agreement to the extent they relate to the operations of the Company prior to the Closing Date, remain in existence and are available, each party (at its own expense) shall have the right upon prior notice to inspect and to make copies of the same at any time during business hours for any proper purpose. The Purchaser and the Sellers and their respective Affiliates shall use reasonable efforts not to destroy or allow the destruction of any such books, records and files without first providing 60 days? written notice of intention to destroy to the other, and allowing such other party to take possession of such records.