Post-Closing Access and Cooperation. Purchaser shall provide FWENC with such assistance as may be reasonably requested by FWENC in connection with the preparation of any Return, any audit, or any judicial or administrative proceeding or determination relating to liability for Taxes for which the Sellers and their Subsidiaries may be responsible under Section 8.2, including, without limitation, access to the books and records of the Sellers and their Subsidiaries and the Affiliates of the Sellers and their Subsidiaries that are in the possession of Purchaser. Such assistance shall not be at any expense to FWENC, provided that in the event that Purchaser's reasonable expenses incurred in connection with such assistance from time to time exceeds Twenty Five Thousand Dollars ($25,000), then FWENC shall, upon request, reimburse Purchaser for any and all such reasonable expenses in excess of Twenty Five Thousand Dollars ($25,000). Purchaser shall retain all Returns, schedules, work papers and all material records or other documents relating to Tax matters of the Sellers and their Subsidiaries that are in the possession of Purchaser for the first taxable year or other taxable period ending after the Closing Date and for all prior taxable years or other taxable periods until the later of (a) seven (7) years after the later of filing or the due date of the return or (b) the expiration of all applicable statutes of limitation, and provide FWENC with any record or information (including making employees available to such other party for reasonable periods of time) that may be relevant to such Return, audit, proceeding or determination. Neither Purchaser nor any of its Affiliates shall destroy or dispose of or allow the destruction or disposition of any books, records or files relating to the business, properties, assets or operations of the Sellers or any of their Subsidiaries to the extent they pertain to the operations of the Sellers and their Subsidiaries on or prior to the Closing Date, without first having offered in writing to deliver such books, records and files to FWENC. Purchaser and its Affiliates shall be entitled to dispose of the books, records and files described in such notice if FWENC shall fail to request copies of such books, records and files within ninety (90) days after receipt of the notice described in the preceding sentence.
Post-Closing Access and Cooperation. (a) Following Closing, the Buyer shall, and shall cause its employees, Affiliates, employees of its Affiliates and any successor, assignee or subsequent purchaser or owner of the Business or all or any portion of the Assets to maintain the On-Site Documents for the greater of ten (10) years or any period required by any applicable Law.
(b) Following Closing, the Seller shall, and shall cause its employees, Affiliates, employees of its Affiliates and any successors and assigns, to maintain all off-site physical business books, documents, records, files databases and reports relating to the Assets or the Business that are beneficial and useful to the Buyer in continuing the Business (collectively, the “Off-Site Documents”), and to provide copies thereof to the Buyer and its employees and agents from time to time upon request, for the greater of ten (10) years or any period required by any applicable Law.
(c) Each party agrees to cooperate with the other party, and cause their respective employees, Affiliates, employees of its Affiliates and any successors and assigns to cooperate in connection with the resolution of any ongoing or future litigation, regulatory matter, Tax filing, consumer complaint, or any other matter related to the operation of the Business prior to the Effective Time or for any matter arising after the Effective Time for which either party may be obligated to indemnify the other (“Post Closing Matters”). Such Cooperation will include, but is not limited to, (i) providing merchandise and services to resolve any such Post Closing Matter, and (ii) providing the Seller and its counsel, accountants and other authorized representatives, reasonable access to (1) the Business facilities during normal business hours, (2) all Documents for the purpose of review, extraction and photocopy, and (3) Business personnel for the purpose of interview and/or deposition. Each party shall be entitled to reimbursement only for its actual out-of-pocket costs associated with providing the other party assistance in accordance with this Agreement. For the avoidance of doubt, Section 5.24 shall govern the resolution of Burial Issues (as defined therein).
Post-Closing Access and Cooperation. The Purchaser and the Seller will, after the Closing Date, afford promptly to each other and their respective representatives reasonable access during normal business hours to the offices, facilities, books, records, officers and employees of each other to the extent and for a purpose reasonably requested by the other. Without limiting the generality of the foregoing, the Purchaser and the Seller will cooperate with each other in the defense of any litigation, including, but not limited to, making employees available for purposes of trial preparation and testimony but only to the extent it would not materially interfere with the duties of such employees.
Post-Closing Access and Cooperation. (i) After the Closing Date, Buyer and the Company, on the one hand, and the Seller, on the other hand, shall furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance (including access to books, records, work papers and Tax Returns for Pre-Closing Periods) relating to the Company Entities as is reasonably necessary for the preparation of any Tax Return, claim for refund or audit, and the prosecution or defense of any claim, suit or proceeding relating to any proposed Tax adjustment. Upon reasonable notice, each of the Seller and Buyer shall make its, or shall cause the Company Entities to make its, employees and facilities available on a mutually convenient basis to provide reasonable explanation of any documents or information provided hereunder.
(ii) Any request for information or documents pursuant to this Section 10.1(c) shall be made by the requesting party in writing. The other party hereto shall promptly (and in no event later than thirty (30) days after receipt of the request) provide the requested information. Any information obtained under this Section 10.1(c) shall be kept
Post-Closing Access and Cooperation. From and after ----------------------------------- the Closing Date, Purchaser agrees, and agrees to cause the Company, to permit Seller to have reasonable access, during normal business hours, to the Company's books and records, to the extent that such books and records relate to a Pre-Closing Period, and personnel, for the purpose of enabling Seller to: (i) prepare the Returns specified in Section 7.1(a); (ii) investigate or contest any Tax Matter which Seller has the authority to conduct under Section 7.3; and (iii) evaluate any claim for indemnification under Section 7.5.
Post-Closing Access and Cooperation. From and after the Closing Date, the Purchaser agrees to permit the Company to have reasonable access, during normal business hours, to the Company's books and records, to the extent that such books and records relate to a pre- Closing period, and personnel, for the purpose of enabling the Shareholder to: (i) prepare Tax Returns of the Company, (ii) investigate or contest any Tax matter, and (iii) evaluate any claim for indemnification made by the Purchaser or the Parent.
Post-Closing Access and Cooperation. (a) After the Closing Date, Seller shall retain all books, records and other documents pertaining to any Federal and Consolidated Return for a Pre-Closing Taxable Period. Except as provided in the preceding sentence and to the extent reasonably separable, the Target Companies shall retain or, if relevant, Seller will make available for the Target Companies to transport, at the Target Companies sole expense, all books, records and other documents pertaining to the business of the Target Companies.
(b) After the Closing Date, Purchaser and the Target Companies, on the one hand, and Seller, on the other hand, agree to furnish or cause to be furnished to each other, upon reasonable request, as promptly as practicable, such information and assistance (including access to books, records, work papers and Tax Returns for Pre-Closing Taxable Periods) relating to the Target Companies as is reasonably necessary for the preparation of any Tax Return, claim for refund or audit, and the prosecution or defense of any claim, suit or proceeding relating to any proposed Tax adjustment. Upon reasonable notice, each of Seller and Purchaser shall make its, or shall cause the Target Companies, as applicable, to make their, employees and facilities available on a mutually convenient basis to provide reasonable explanation of any documents or information provided hereunder.
(c) Any request for information or documents pursuant to this Section 7.6 shall be made by the requesting party in writing. The other party hereto shall promptly (and in no event later than thirty (30) days after receipt of the request) provide the requested information. The requesting party shall indemnify the other party for any out-of-pocket expenses incurred by such party in connection with providing any information or documentation pursuant to this Section 7.6. Any information obtained under this Section 7.6 shall be kept confidential, except as otherwise reasonably may be necessary in connection with the filing of Tax Returns or claims for refund or in conducting any Tax audit, dispute or contest.
Post-Closing Access and Cooperation. From and after the Closing Date, the Purchaser agrees, and agrees to cause the Company and the Subsidiaries, to permit the Shareholder and its representatives to have reasonable access, during normal business hours, to the books and records of the Company and the Subsidiaries, to the extent that such books and records relate to a Pre-Closing Period, and personnel, for the purpose of enabling the Shareholder to: (i) prepare Tax Returns, (ii) investigate or contest any Tax Matter which the Shareholder has the authority to conduct, and (iii) evaluate any claim for indemnification.
Post-Closing Access and Cooperation. From and after the Closing Date, the Purchasers agree, and agree to cause both of the Companies, to permit Stagecoach I or the Sellers’ representative to have reasonable access, during normal business hours and upon reasonable notice, to the books and records of such Company, to the extent that such books and records relate to a Pre-Closing Period or Pre-Closing Straddle Period, and personnel of the Purchasers and such Company, for the purpose of enabling Stagecoach I to: (i) prepare the Returns specified in Section 8.1(a); (ii) investigate or contest any Tax matter that Stagecoach I has the authority to conduct under Section 8.2; and (iii) evaluate any claim for indemnification under Section 11.2(a)(iii) and, if Stagecoach I elects to assume the defense thereof, to defend the same.
Post-Closing Access and Cooperation. From and after the Closing Date, each of the parties hereto agrees to permit the other parties hereto to have reasonable access, during normal business hours, to the books and records of the Business, to the extent that such books and records relate to a Pre-Closing Period, and personnel, for the purpose of enabling the parties hereto to: (i) prepare Tax Returns or financial statements, (ii) investigate or contest any Tax matter, and (iii) evaluate any claim for indemnification made by a party hereto.
