Common use of Post-Closing Access and Cooperation Clause in Contracts

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. Purchaser (a) For a period of three (3) years from and after the Closing Date, TDK shall provide FWENC with such assistance as may be reasonably requested by FWENC in connection with afford to Imation, its accountants and counsel, during normal business hours, upon reasonable request and at the preparation expense 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 limitationImation, access to the books and records of the Sellers Relevant Entities (other than TDK) not theretofore transferred to Imation. After the Closing Date, TDK shall hold all of the books and their Subsidiaries records of TDK pertaining to Acquired Assets and the Affiliates of the Sellers and their Subsidiaries that are Acquired Entities not theretofore transferred to Imation in the possession of Purchaser. Such assistance shall not be at any expense to FWENC, provided that accordance with TDK’s retention policies in the event that Purchaser's reasonable expenses incurred in connection with such assistance effect from time to time exceeds Twenty Five Thousand Dollars and, if it proposes at any time within three ($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 3) years 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 any such books and records, including any transfer to a third party (other than for storage purposes), it shall first offer in writing given at least sixty (60) days prior to such proposed destruction or disposition to transfer them to Imation at the sole expense of any booksImation. (b) Following the Closing, TDK will provide Imation’s independent registered public accountants and other accounting representatives during normal business hours, upon reasonable request and at the expense of Imation, reasonable access to (and shall cause the other Selling Entities and TDK’s independent auditors to provide Imation’s registered independent public accountants similar reasonable access to) such financial books and records or files relating of TDK and such Selling Entities with respect to the businessBusiness as may be necessary solely to allow Imation’s registered public accountants to meet reporting requirements applicable to Imation with respect to pre-Closing periods under the Exchange Act, propertiesprovided that (i) Imation hereby expressly agrees that such information will be used solely to meet such reporting requirements and not for any other purpose, assets or operations of including in connection with any dispute between the Sellers parties concerning the terms hereof or any of their Subsidiaries other Transaction Agreement, and (ii) as a condition to any such access, Imation’s registered public accountants or accounting representatives shall first agree to non-disclosure terms reasonably satisfactory to TDK (consistent with 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 reporting purposes of such books, records access and files within ninety (90the other terms hereof) days after receipt and to any standard “hold harmless” requirements of the notice described in the preceding sentenceTDK’s accountants.

Post-Closing Access and Cooperation. Purchaser (a) Parent and Buyer shall, and shall provide FWENC with such assistance cause their respective Affiliates (including, in the case of Buyer, the Company and its Subsidiaries) to cooperate fully, as may be and to the extent reasonably requested by FWENC the other party, in connection with the preparation filing of Tax Returns pursuant to this Article X. Such cooperation shall include signing any ReturnTax return, amended Tax Returns, claims or other documents necessary to settle any auditTax controversy. (b) After the Closing Date, 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 Parent shall retain all Returnsbooks, schedulesrecords 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, Buyer shall cause the Company and its Subsidiaries to retain or, if relevant, Parent will make available for Buyer to transport, at Buyer’s sole expense, all books, records and other documents pertaining to the business of the Company and its Subsidiaries. (c) After the Closing Date, Buyer, on the one hand, and Parent, on the other, 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 all material records or other documents relating to Tax matters of the Sellers and their Subsidiaries that are in the possession of Purchaser Returns for the first taxable year or other taxable period ending after the Pre-Closing Date and for all prior taxable years or other taxable periods until the later of (aTaxable Periods) 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 businessCompany and its Subsidiaries as is reasonably necessary for the preparation of any Tax Return, propertiesclaim for refund or audit, assets and the prosecution or operations defense of any claim, suit or proceeding relating to any proposed Tax adjustment. Upon reasonable notice, each of Parent and Buyer shall make its, or shall cause the Sellers or any of their Subsidiaries Company and its Subsidiaries, as applicable, to make its, employees, representatives and facilities (to the extent they pertain applicable) available on a mutually convenient basis to the operations provide reasonable explanation of the Sellers and their Subsidiaries on any documents or prior information provided hereunder. (d) Any request for information or documents pursuant to the Closing Date, without first having offered in writing to deliver such books, records and files to FWENC. Purchaser and its Affiliates this Section 10.6 shall be entitled to dispose of made by the books, records requesting Party in writing. The other Party shall promptly (and files described in such notice if FWENC shall fail to request copies of such books, records and files within ninety no event later than thirty (9030) days after receipt of the notice described 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 10.6. Any information obtained under this Section 10.6 shall be kept confidential, except as otherwise reasonably may be necessary in connection with the preceding sentencefiling of Tax Returns or claims for refund or in conducting any Tax audit, dispute or contest.

Post-Closing Access and Cooperation. Purchaser The Parties shall provide FWENC with such assistance cooperate in good faith, and shall cause their respective Affiliates, officers, employees, agents and representatives to cooperate in good faith, as may be and to the extent reasonably requested by FWENC any other Party, in connection with (a) the preparation and filing of all Tax Returns, amended Tax Returns or claims for refunds of Taxes relating to the Acquired Companies, (b) the determination of the Sellers, Purchaser or their respective Affiliates, as the case may be, of any Returnliability for any Taxes relating to the Acquired Companies, and (c) any Tax Matter. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any such Tax Returns, Tax refunds or Tax Matters and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each Party shall provide to the others, within ten (10) Business Days of the receipt thereof, any audit, Tax related communications and notices it receives which may impact the other Party’s Tax liability 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 Purchaserfiling responsibilities. 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 Each Party shall retain all Tax Returns, schedulesschedules and work papers, work papers and all material records or and 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 Acquired Companies until the later of (a) seven (7) years after the later of filing or the due date of the return or (bi) the expiration of all applicable statutes the statute of limitationlimitations for the Tax periods to which the Tax Returns and other documents relate or (ii) six (6) years following the due date (without extension) for such Tax Returns. Thereafter, 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 shall provide written notice to Purchaser prior the disposition by them or any of their Subsidiaries Affiliates of any information, records or documents described in this Section 7.3 and allow Purchaser to obtain such information, records and documents within thirty (30) days of such notice. Notwithstanding the foregoing, to the extent they pertain the Acquired Companies have the Tax Returns, schedules and work papers, and all other material records and other documents related to the operations Tax Matters of the Acquired Companies, the Sellers and their Subsidiaries on or prior will be under no obligation to the Closing Date, without first having offered in writing to deliver provide 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 sentencerecords.

Post-Closing Access and Cooperation. Purchaser Without limitation of the rights and obligations of the parties under Section 6.2 and Article VIII, for a period of seven years after the Closing Date: (a) Newco Sub shall provide FWENC Tribune and its Subsidiaries for a period consistent with the record retention policies and practices of Newco Sub reasonable access to those records of Cablevision and its Subsidiaries insofar as they are Newsday Assets that relate to periods prior to consummation of the Closing, during normal business hours and on at least three Business Days’ prior written notice (or such assistance shorter time period as may be necessitated by the urgency of the underlying facts and circumstances), in order to enable Tribune and its Subsidiaries to prepare financial statements or to discharge and defend any Excluded Liabilities; and (b) Tribune Parties shall (i) provide Newco Sub and its Subsidiaries for a period consistent with the record retention policies and practices of Tribune Parties reasonable access to those records of Tribune or any of its Subsidiaries insofar as they are Excluded Assets that relate to periods after consummation of the Closing, during normal business hours and on at least three Business Days’ prior written notice (or such shorter timer period as necessitated by the urgency of the underlying facts and circumstances), in order to enable Newco Sub and its Affiliates to prepare financial statements or to discharge and defend any Newsday Liabilities and (ii) after consummation of the Closing, if reasonably requested by FWENC in connection Cablevision Parties, use (A) reasonable best efforts to timely provide Newco with information required for the preparation of unaudited interim financial statements prepared in accordance with Regulation S-X for any Return, pre-Closing period required to be included by Cablevision in any audit, or any judicial or administrative proceeding or determination relating periodic filing under the Exchange Act and (B) reasonable efforts to liability for Taxes for which the Sellers and their Subsidiaries may be responsible under Section 8.2, provide materials (including, without limitation, access management representation letters (it is understood and agreed that there shall be no obligation to deliver any such management representation letter that the books and records of the Sellers and their Subsidiaries and the Affiliates of the Sellers and their Subsidiaries that are person being requested to sign such letter does not in the possession of Purchaser. Such assistance shall not good faith believe to 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 ($25,000true), 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 any pre-Closing 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 the information and materials are reasonably available and required to be included in any filing or registration statement under the operations of Securities Act or the Sellers Exchange Act and their Subsidiaries on cooperate with any reasonable requests to provide comfort letters in connection therewith. Cablevision Parties shall reimburse Tribune Parties for any reasonable costs or prior to the Closing Date, without first having offered expenses incurred by Tribune Parties 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 sentencecomplying with Section 4.10(b)(ii).