Common use of Retention of Records; Access Clause in Contracts

Retention of Records; Access. (a) L-3 and Spinco shall, and shall cause each of their Subsidiaries to, retain adequate records, documents, accounting data and other information (including computer data) necessary for the preparation and filing of all Tax Returns required to be filed by L-3 or Spinco and for any Proceeding relating to such Tax Returns or to any Taxes payable by L-3 or Spinco. (b) L-3 and Spinco shall, and shall cause each of their Subsidiaries to, provide reasonable access to (i) all records, documents, accounting data and other information (including computer data) necessary for the preparation and filing of all Tax Returns required to be filed by L-3 or Spinco and for any Proceeding relating to such Tax Returns or to any Taxes payable by L-3 or Spinco and (ii) its personnel and premises, for the purpose of the preparation, review or audit of such Tax Returns, or in connection with any Proceeding, as reasonably requested by either L-3 or Spinco. (c) The obligations set forth above in Sections 3.5(a) and 3.5(b) shall continue until the longer of (i) the time of a Final Determination or (ii) expiration of all applicable statutes of limitations, to which the records and information relate. For purposes of the preceding sentence, each Party shall assume that no applicable statute of limitations has expired unless such Party has received notification or otherwise has actual knowledge that such statute of limitations has expired.

Appears in 3 contracts

Samples: Tax Matters Agreement (Engility Holdings, Inc.), Tax Matters Agreement (L 3 Communications Holdings Inc), Tax Matters Agreement (Engility Holdings, Inc.)

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Retention of Records; Access. (a) L-3 Exelis and Spinco Vectrus shall, and shall cause each of their Subsidiaries to, retain adequate records, documents, accounting data and other information (including computer data) necessary for the preparation and filing of all Tax Returns required to be filed by L-3 Exelis or Spinco Vectrus hereunder and for any Proceeding relating to such Tax Returns or to any Taxes payable by L-3 Exelis or SpincoVectrus hereunder. (b) L-3 Exelis and Spinco Vectrus shall, and shall cause each of their Subsidiaries to, provide reasonable access to (i) all records, documents, accounting data and other information (including computer data) necessary for the preparation and filing of all Tax Returns required to be filed by L-3 Exelis or Spinco Vectrus and for any Proceeding relating to such Tax Returns or to any Taxes payable by L-3 Exelis or Spinco Vectrus and (ii) its personnel and premises, for the purpose of the preparation, review or audit of such Tax Returns, or in connection with any Proceeding, as reasonably requested by either L-3 Exelis or SpincoVectrus. (c) The obligations set forth above in Sections 3.5(a) and 3.5(b) shall continue until the longer of (i) the time of a Final Determination or (ii) expiration of all applicable statutes of limitations, to which the records and information relate. For purposes of the preceding sentence, each Party shall assume that no applicable statute of limitations has expired unless such Party has received notification or otherwise has actual knowledge that such statute of limitations has expired.

Appears in 2 contracts

Samples: Tax Matters Agreement (Exelis Inc.), Tax Matters Agreement (Vectrus, Inc.)

Retention of Records; Access. (a) L-3 CenTra and Spinco shall, and shall cause each of their Subsidiaries to, retain adequate records, documents, accounting data and other information (including computer data) necessary for the preparation and filing of all Tax Returns required to be filed by L-3 CenTra or Spinco and for any Proceeding relating to such Tax Returns or to any Taxes payable by L-3 CenTra or Spinco. (b) L-3 CenTra and Spinco shall, and shall cause each of their Subsidiaries to, provide reasonable access to (i) all records, documents, accounting data and other information (including computer data) necessary for the preparation and filing of all Tax Returns required to be filed by L-3 CenTra or Spinco and for any Proceeding relating to such Tax Returns or to any Taxes payable by L-3 CenTra or Spinco and (ii) its personnel and premises, for the purpose of the preparation, review or audit of such Tax Returns, or in connection with any Proceeding, as reasonably requested by either L-3 CenTra or Spinco. (c) The obligations set forth above in Sections 3.5(a3.6(a) and 3.5(b3.6 (b) shall continue until the longer of (i) the time of a Final Determination or (ii) expiration of all applicable statutes of limitations, to which the records and information relate. For purposes of the preceding sentence, each Party shall assume that no applicable statute of limitations has expired unless such Party has received notification or otherwise has actual knowledge that such statute of limitations has expired.

Appears in 1 contract

Samples: Tax Separation Agreement (Universal Truckload Services, Inc.)

Retention of Records; Access. (a) L-3 CenTra and Spinco LINC shall, and shall cause each of their Subsidiaries to, retain adequate records, documents, accounting data and other information (including computer data) necessary for the preparation and filing of all Tax Returns required to be filed by L-3 CenTra or Spinco LINC and for any Proceeding relating to such Tax Returns or to any Taxes payable by L-3 CenTra or SpincoLINC. (b) L-3 CenTra and Spinco LINC shall, and shall cause each of their Subsidiaries to, provide reasonable access to (i) all records, documents, accounting data and other information (including computer data) necessary for the preparation and filing of all Tax Returns required to be filed by L-3 CenTra or Spinco LINC and for any Proceeding relating to such Tax Returns or to any Taxes payable by L-3 CenTra or Spinco LINC and (ii) its personnel and premises, for the purpose of the preparation, review or audit of such Tax Returns, or in connection with any Proceeding, as reasonably requested by either L-3 CenTra or SpincoLINC. (c) The obligations set forth above in Sections 3.5(a3.6(a) and 3.5(b3.6(b) shall continue until the longer of (i) the time of a Final Determination or (ii) expiration of all applicable statutes of limitations, to which the records and information relate. For purposes of the preceding sentence, each Party shall assume that no applicable statute of limitations has expired unless such Party has received notification or otherwise has actual knowledge that such statute of limitations has expired.

Appears in 1 contract

Samples: Tax Separation Agreement (LINC Logistics Co)

Retention of Records; Access. (a) L-3 CHS and Spinco shall, and shall cause each of their Subsidiaries to, retain adequate records, documents, accounting data and other information (including computer data) necessary for the preparation and filing of all Tax Returns required to be filed by L-3 CHS or Spinco and for any Proceeding relating to such Tax Returns or to any Taxes payable by L-3 CHS or Spinco. (b) L-3 CHS and Spinco shall, and shall cause each of their Subsidiaries to, provide reasonable access to (i) all records, documents, accounting data and other information (including computer data) necessary for the preparation and filing of all Tax Returns required to be filed by L-3 CHS or Spinco and for any Proceeding relating to such Tax Returns or to any Taxes payable by L-3 CHS or Spinco and (ii) its personnel and premises, for the purpose of the preparation, review or audit of such Tax Returns, or in connection with any Proceeding, as reasonably requested by either L-3 CHS or Spinco. (c) The obligations set forth above in Sections 3.5(a) and 3.5(b) shall continue until the longer of (i) the time of a Final Determination or (ii) expiration of all applicable statutes of limitations, to which the records and information relate. For purposes of the preceding sentence, each Party shall assume that no applicable statute of limitations has expired unless such Party has received notification or otherwise has actual knowledge that such statute of limitations has expired.

Appears in 1 contract

Samples: Tax Matters Agreement (Quorum Health Corp)

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Retention of Records; Access. (a) L-3 Heinz and Spinco shall, and shall cause each of their Subsidiaries to, retain adequate records, documents, accounting data and other information (including computer data) necessary for the preparation and filing of all Tax Returns required to be filed by L-3 Heinz or Spinco and for any Proceeding relating to such Tax Returns or to any Taxes payable by L-3 Heinz or Spinco. (b) L-3 Heinz and Spinco shall, and shall cause each of their Subsidiaries to, provide reasonable access to (i) all records, documents, accounting data and other information (including computer data) necessary for the preparation and filing of all Tax Returns required to be filed by L-3 Heinz or Spinco and for any Proceeding relating to such Tax Returns or to any Taxes payable by L-3 Heinz or Spinco and (ii) its personnel and premises, for the purpose of the preparation, review or audit of such Tax Returns, or in connection with any Proceeding, as reasonably requested by either L-3 Heinz or Spinco. (c) The obligations set forth above in Sections 3.5(a3.6(a) and 3.5(b3.6 (b) shall continue until the longer of (i) the time of a Final Determination or (ii) expiration of all applicable statutes of limitations, to which the records and information relate. For purposes of the preceding sentence, each Party shall assume that no applicable statute of limitations has expired unless such Party has received notification or otherwise has actual knowledge that such statute of limitations has expired.

Appears in 1 contract

Samples: Tax Separation Agreement (Del Monte Foods Co)

Retention of Records; Access. (a) L-3 CenTra and Spinco LINC shall, and shall cause each of their Subsidiaries to, retain adequate records, documents, accounting data and other information (including computer data) necessary for the preparation and filing of all Tax Returns required to be filed by L-3 CenTra or Spinco LINC and for any Proceeding relating to such Tax Returns or to any Taxes payable by L-3 CenTra or SpincoLINC. (b) L-3 CenTra and Spinco LINC shall, and shall cause each of their Subsidiaries to, provide reasonable access to (i) all records, documents, accounting data and other information (including computer data) necessary for the preparation and filing of all Tax Returns required to be filed by L-3 CenTra or Spinco LINC and for any Proceeding relating to such Tax Returns or to any Taxes payable by L-3 CenTra or Spinco LINC and (ii) its personnel and premises, for the purpose of the preparation, review or audit of such Tax Returns, or in connection with any Proceeding, as reasonably requested by either L-3 CenTra or SpincoLINC. (c) The obligations set forth above in Sections 3.5(a3.6(a) and 3.5(b3.6 (b) shall continue until the longer of (i) the time of a Final Determination or (ii) expiration of all applicable statutes of limitations, to which the records and information relate. For purposes of the preceding sentence, each Party shall assume that no applicable statute of limitations has expired unless such Party has received notification or otherwise has actual knowledge that such statute of limitations has expired.

Appears in 1 contract

Samples: Tax Separation Agreement

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