Common use of Post-Closing Assistance Clause in Contracts

Post-Closing Assistance. (a) The Seller, on the one hand, and the Buyer, on the other hand, will provide each other with such assistance as may reasonably be requested in connection with the preparation of any Tax Return, any audit or other examination by any taxing authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting party with any records or information that may be reasonably relevant to such return, audit or examination, proceedings or determination. The party requesting assistance shall reimburse the other party for reasonable out-of-pocket expenses (other than salaries or wages of any employees of the party or its Affiliates) incurred in providing such assistance. Any information obtained pursuant to this Section 7.4 or pursuant to any other Section hereof providing for the sharing of information or the review of any Tax Return or other Schedule relating to Taxes shall be kept confidential by the parties hereto. The Seller shall prepare, or cause to be prepared, in a timely manner, all applicable Tax Returns of the Company and its Subsidiaries, or which include the Company and its Subsidiaries, for taxable periods ending on or prior to the Closing Date, which have not been filed as of the Closing Date. Such Tax Returns shall be prepared on a basis consistent with those prepared for prior taxable periods unless a different treatment of any item is required by law or regulation. The Buyer shall have the right to review prior to filing, any such Tax Return of the Company and its Subsidiaries and no such Tax Return shall be filed without the prior consent of the Buyer, which shall not be unreasonably or untimely withheld. The Buyer shall give due consideration to tax positions taken by the Seller for which there is a reasonable and supportable basis. The Buyer shall promptly notify the Seller in writing of the commencement of any claim, audit, examination, or other proposed change or adjustment of which it or any of its Affiliates has been informed by any taxing authority which may affect the liability of Seller under Section VIII with respect to Taxes. Such notice shall describe the claim, audit, examination or other proposed change or adjustment in reasonable detail and shall include copies of any notices and other documents received from any taxing authority in respect of same. The Seller shall have the right to control any audits of or administrative or court proceedings relating to taxable periods of the Company and its Subsidiaries ending on or prior to the Closing Date, to employ counsel of his choice, and to settle issues and take any other actions in connection with such audit or proceedings; provided, however, that the Seller shall not settle any such audit or proceeding in a manner that could reasonably be expected to have an adverse effect on the Buyer or the Company and its Subsidiaries for a period after the Closing Date without the prior consent of the Buyer, which consent shall not be unreasonably withheld. In the event the Seller fails to defend any such proceedings, the Buyer and the Company shall be permitted to control such proceedings.

Post-Closing Assistance. (a) The Seller, on the one hand, and the Buyer, on the other hand, will provide each other with such assistance as may reasonably be requested in connection with the preparation of any Tax Return, any audit or other examination by any taxing authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting party with any records or information that may be reasonably relevant to such return, audit or examination, proceedings or determination. The party requesting assistance shall reimburse the other party for reasonable out-of-pocket expenses (other than salaries or wages of any employees of the party or its Affiliates) incurred in providing such assistance. Any information obtained pursuant to this Section 7.4 or pursuant to any other Section hereof providing for the sharing of information or the review of any Tax Return or other Schedule relating to Taxes shall be kept confidential by the parties hereto. The Seller shall prepare, or cause to be prepared, in a timely manner, all applicable Tax Returns of the Company and its Subsidiaries, or which include the Company and its Subsidiaries, for taxable periods ending on or prior to the Closing Date, which have not been filed as of the Closing Date. Such Tax Returns shall be prepared on a basis consistent with those prepared for prior taxable periods unless a different treatment of any item is required by law or regulation. The Buyer shall have the right to review prior to filing, any such Tax Return of the Company and its Subsidiaries and no such Tax Return shall be filed without the prior consent of the Buyer, which shall not be unreasonably or untimely withheld. The Buyer shall give due consideration to tax positions taken by the Seller for which there is a reasonable and supportable basis. The Buyer shall promptly notify the Seller in writing of the commencement of any claim, audit, examination, or other proposed change or adjustment of which it or any of its Affiliates has been informed by any taxing authority which may affect the liability of Seller under Section VIII with respect to Taxes. Such notice shall describe the claim, audit, examination or other proposed change or adjustment in reasonable detail and shall include copies of any notices and other documents received from any taxing authority in respect of same. The Seller shall have the right to control any audits of or administrative or court proceedings relating to taxable periods of the Company and its Subsidiaries ending on or prior to the Closing Date, to employ counsel of his choice, and to settle issues and take any other actions in connection with such audit or proceedings; provided, however, that the Seller shall not settle any such audit or proceeding in a manner that could reasonably be expected to have an adverse effect on the Buyer or the Company and its Subsidiaries for a period after the Closing Date without the prior consent of the Buyer, which consent shall not be unreasonably withheld. In the event the Seller fails to defend any such proceedings, the Buyer and the Company shall be permitted to control such proceedings.to

Post-Closing Assistance. (a) The SellerSellers, on the one hand, and the Buyer, on the other hand, will provide each other with such assistance as may reasonably be requested in connection with the preparation of any Tax Return, any audit or other examination by any taxing authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting party with any records or information that may be reasonably relevant to such return, audit or examination, proceedings or determination. The party requesting assistance shall reimburse the other party for reasonable out-of-pocket expenses (other than salaries or wages of any employees of the party or its Affiliates) incurred in providing such assistance. Any information obtained pursuant to this Section 7.4 7.3 or pursuant to any other Section hereof providing for the sharing of information or the review of any Tax Return or other Schedule relating to Taxes shall be kept confidential by the parties hereto. The Seller Sellers shall prepareprepare and file, or cause to be preparedprepared and filed, in a timely manner, all applicable Tax Returns of Ansam through the Closing Date. Buyer shall cause every other entity of the Company Group to prepare and its Subsidiariesfile, or which include the Company cause to be prepared and its Subsidiariesfiled, in a timely manner, all applicable Tax Returns for taxable periods ending on or prior to the Closing Date, which have not been filed as of the Closing Date. Such Tax Returns shall be prepared on a basis consistent with those prepared for prior taxable periods unless a different treatment of any item is required by law or regulation. The Each of the Sellers and the Buyer shall have the right to receive no less than 30 days prior to the due date thereof, and review prior to filing, any such Tax Return of the Company and its Subsidiaries which a party is required to prepare and no such Tax Return shall be filed without the prior consent of the Buyerother party , which shall not be unreasonably or untimely withheld. The Buyer shall give due consideration to tax positions taken by the Seller for which there is a reasonable and supportable basis. The Buyer shall promptly notify the Seller Sellers in writing of the commencement of any claim, audit, examination, or other proposed change or adjustment of which it or any of its Affiliates has been informed by any taxing authority which may affect the liability of Seller Sellers under Section VII or VIII with respect to Taxes. Failure by the Buyer so to notify the Sellers shall relieve the Sellers of their indemnification obligations with respect to such liability only in the event and to the extent that the Sellers were prejudiced as a result of such failure. Such notice shall describe the claim, audit, examination or other proposed change or adjustment in reasonable detail and shall include copies of any notices and other documents received from any taxing authority in respect of same. The Seller Sellers shall have the right to control participate in any audits of or administrative or court proceedings relating to taxable periods of any entity of the Company and its Subsidiaries Group ending on or prior to the Closing Date, Date and to employ counsel or other representatives of his their choice, and to settle issues and take any other actions in connection with such audit or proceedings; provided, however, that the Seller shall not settle any such audit or proceeding in a manner that could reasonably be expected to have an adverse effect on the Buyer or the Company and its Subsidiaries for a period after the Closing Date without the prior consent of the Buyer, which consent shall not be unreasonably withheld. In the event the Seller fails to defend any such proceedings, the Buyer and the Company shall be permitted to control such proceedings.