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.
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. Following Closing, 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:
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. 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. (a) After the Closing Date, Purchaser and the Company shall furnish or cause to be furnished to Seller upon request, as promptly as practicable, such information and assistance (including access to books, records, work papers and Returns for Pre-Closing Periods, including the portion of the Overlap Period ending on and including the Closing Date) relating to the Company as is reasonably necessary for the preparation of any 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, Purchaser shall make its, or shall cause the Company, as applicable, to make its, employees and facilities available to Seller on a mutually convenient basis to provide reasonable explanation of any documents or information provided hereunder.
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. Purchaser and the Sellers shall provide each other with such assistance as may be reasonably requested by Purchaser or the Sellers in connection with the preparation of any Tax Return, any audit, or any judicial or administrative proceeding or determination relating to liability for Taxes. Purchaser and the Seller shall retain all Tax Returns, schedules, work papers and all material records or other documents relating to Tax matters of the Business or the Transferred Assets 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 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 the other Party, upon the reasonable request of such other Party and at the cost of the requesting Party with any record or information (including making employees available to such other Party for reasonable periods of time) which may be relevant to such Tax Return, audit, proceeding or determination.
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. (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.
