Common use of Post Closing Access to Records/Cooperation Clause in Contracts

Post Closing Access to Records/Cooperation. After the Closing, CNA Financial and NSB will each afford to the other or to such other’s representatives or agents and auditors reasonable access during normal business hours (on terms not unreasonably disruptive to the business, operations or employees of the party or parties of which access is sought) to the records and all other data and information relating to Taxes pertaining to taxable years or periods ending at or prior to the Effective Time (and the Straddle Period) for the purpose of obtaining information relating to Taxes, to the extent such access is reasonably necessary: (i) to prepare and complete any Returns required to be made hereunder; (ii) to prosecute or defend any Tax dispute relating to CNA; and (iii) to comply with requests made by any Tax authority conducting an audit, investigation or inquiry relating to CNA’s activities; provided that in no case will NSB (or its Affiliates) have access to the consolidated Tax Returns of the Loews Corporation Affiliated Group. After the Closing, CNA Financial and NSB agree (i) to retain all books and records with respect to Tax matters pertinent to CNA relating to any Tax period beginning before the Effective Time until the expiration of the statute of limitations (and, to the extent notified by NSB or CNA Financial, any extensions thereof) of the respective Tax periods, and to abide by all record retention agreements entered into with any governmental authority; and (ii) to give the other party hereto reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, CNA Financial or NSB, as the case may be, shall allow the other party hereto to take possession of such books and records.

Post Closing Access to Records/Cooperation. Prior to the Closing, the Sellers will transfer to the Company custody and control of all records and all other data and information relating to Taxes of Company and BCGS pertaining to Pre-Closing Tax Periods and the Straddle Period. After the Closing, CNA Financial and NSB the Buyer will each cause the Company to afford to the other Sellers or to such other’s representatives or agents and auditors Sellers’ Representatives reasonable access during normal business hours (on terms not unreasonably disruptive to the business, operations or employees of the party or parties of which access is soughtCompany) to the records and all other data and information relating to Taxes pertaining to taxable years or periods ending at or prior to the Effective Time (Pre-Closing Tax Periods and the Straddle Period) for Period and to the purpose of obtaining information relating to TaxesCompany’s employees, to the extent such access is reasonably necessary: (i) to prepare and complete any Tax Returns required to be made hereunder; (ii) to prosecute or defend on behalf of the Company and BCGS any Tax dispute relating to CNAproceedings controlled by Sellers; and (iii) to comply with requests made by any Tax authority Taxing Authority conducting an audit, investigation or inquiry relating to CNAthe Company’s and BCGS’s activities; provided that in no case will NSB and (or its Affiliatesiv) have access to the consolidated Tax Returns of the Loews Corporation Affiliated Groupfor any other purpose. After the Closing, CNA Financial (x) Buyer and NSB Sellers agree to retain, or (iin the case of Buyer) cause the Company to retain retain, all books and records with respect to Tax matters pertinent to CNA the Company or BCGS relating to any Pre-Closing Tax period beginning before Periods and the Effective Time Straddle Period until the expiration of the statute of limitations (and, to the extent notified by NSB or CNA FinancialSellers, any extensions thereof) of the respective Tax periods, and to abide by all record retention agreements entered into with any governmental authorityGovernmental Authority; and (iiy) Buyer agrees to give the other party hereto Sellers reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Sellers so requests, CNA Financial or NSB, as the case may be, shall Buyer will allow the other party hereto Sellers to take possession of such books and records.. Section 8.2 Section 338(h)(10)

Post Closing Access to Records/Cooperation. After the Closing, CNA Financial Seller and NSB Purchaser will each afford (or cause the Companies and their respective Affiliates to afford) to the other or to such other’s representatives or agents and auditors reasonable access during normal business hours (on terms not unreasonably disruptive to the business, operations or employees of the party or parties of which access is sought) to the records and all other data and information relating to Taxes pertaining to taxable years or periods ending at on or prior to the Effective Time Closing Date (and the Straddle Period) and to the Companies’ employees, the Transferred Employees, the Delayed Transferred Employees, or such other employees providing services in respect of the Business and auditors for the purpose of obtaining information relating to Taxes, to the extent such access is reasonably necessary: (i) to prepare and complete any Tax Returns required to be made hereunder; (ii) to prosecute or defend any Tax dispute relating to CNAon behalf of the Companies litigation or administrative controversies controlled by Seller or Purchaser, as the case may be, under Section 8.2 of this Agreement; and (iii) to comply with requests made by any Tax authority conducting an audit, investigation or inquiry relating to CNA’s the Companies’ activities; provided that in no case will NSB Purchaser (or its Affiliates) have access to the consolidated Tax Returns of the Loews Corporation Affiliated Group. After the Closing, CNA Financial Purchaser and NSB Seller agree (i) to retain retain, or (in the case of Purchaser) cause the Companies to retain, all books and records with respect to Tax matters pertinent to CNA the Companies relating to any Tax period beginning before the Effective Time Closing Date until the expiration of the statute of limitations (and, to the extent notified by NSB Purchaser or CNA FinancialSeller, any extensions thereof) of the respective Tax periods, and to abide by all record retention agreements entered into with any governmental authorityGovernmental Authority; and (ii) to give the other party hereto reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, CNA Financial Purchaser or NSBSeller, as the case may be, shall allow the other party hereto to take possession of such books and records.

Post Closing Access to Records/Cooperation. After the ClosingPrincipal Effective Time, CNA Financial UBOC and NSB Purchaser will each afford (or cause its respective Affiliates to afford) to the other or to such other’s 's representatives or agents and auditors reasonable access during normal business hours (on terms not unreasonably disruptive to the business, operations or employees of the party Party or parties Parties of which access is sought) to the records and all other data and information relating to Taxes with respect to the Business pertaining to taxable years or periods ending at or prior to the Principal Effective Time (and to Sellers' employees, the Straddle Period) Accepting Employees or such other employees providing services in respect of the Business and auditors for the purpose of obtaining information relating to Taxes, to the extent such access is reasonably necessary: (i) to prepare and complete any Tax Returns required to be made hereunder; (ii) to prosecute or defend any Tax dispute relating to CNAlitigation or administrative controversies controlled by Sellers or Purchaser, as the case may be, under Section 8.2 of this Agreement; and (iii) to comply with requests made by any Tax authority Authority conducting an audit, investigation or inquiry relating to CNA’s Sellers' activities; provided that in no case will NSB (or its Affiliates) have access to the consolidated Tax Returns of the Loews Corporation Affiliated Group. After the Principal Closing, CNA Financial Purchaser and NSB Sellers agree (i) to retain all books and records with respect to Tax matters pertinent to CNA the Business relating to any Tax period beginning before the Principal Effective Time until the expiration of the statute of limitations (and, to the extent notified by NSB Purchaser or CNA FinancialUBOC, any extensions thereof) of the respective Tax periods, and to abide by all record retention agreements entered into with any governmental authorityGovernmental Authority; and (ii) to give the other party Party hereto reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Party so requests, CNA Financial Purchaser or NSBSellers, as the case may be, shall allow the other party Party hereto to take possession of such books and records.