Common use of Retention of Records; Access Clause in Contracts

Retention of Records; Access. (a) For so long as the contents thereof may become material in the administration of any matter under applicable Tax law, but in any event until the later of (x) the expiration of any applicable statutes of limitation and (y) seven (7) years after the Distribution Date, the Parties shall (i) retain records, documents, accounting data and other information (including computer data) necessary for the preparation and filing of all Tax Returns in respect of Taxes of any member of either the DHC Group or the Spinco Group for any Pre-Distribution Period or any Post-Distribution Period or for any Tax Contests relating to such Tax Returns, and (ii) give to the other Parties reasonable access to such records, documents, accounting data and other information (including computer data), or relevant portion thereof, and to its personnel and premises, for the purpose of the review or audit of such Tax Returns to the extent relevant to an obligation or liability of a Party under this Agreement or for purposes of the preparation or filing of any such Tax Return, the conduct of any Tax Contest or any other matter reasonably and in good faith related to the Tax affairs of the requesting Party. (b) At any time after the Distribution Date that the DHC Group proposes to destroy such materials or information, it shall first notify the Spinco Group in writing and the Spinco Group shall be entitled to receive such materials or information proposed to be destroyed that relate to any member of the Spinco Group or the Spinco Assets and Business for any Pre-Distribution Period. At any time after the Distribution Date that the Spinco Group proposes to destroy such materials or information, it shall first notify the DHC Group in writing and the DHC Group shall be entitled to receive such materials or information proposed to be destroyed.

Appears in 3 contracts

Samples: Tax Sharing Agreement (Ascent Media CORP), Tax Sharing Agreement (Discovery Communications, Inc.), Tax Sharing Agreement (Ascent Media CORP)

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Retention of Records; Access. (a) 7.01 For so long as the contents thereof may become material in the administration of any matter under applicable Tax law, but in any event until the later of (xi) the expiration of any applicable statutes of limitation and (yii) seven (7) years after the Distribution Date, the Parties shall (ia) retain records, documents, accounting data and other information (including computer data) necessary for the preparation and filing of all Tax Returns in respect of Taxes of any member of either the DHC ASD Group or the Spinco WABCO Group for any Pre-Distribution Period or any Post-Distribution Period or for any Tax Contests relating to such Tax Returns, and (iib) give to the other Parties reasonable access to such records, documents, accounting data and other information (including computer data), or relevant portion thereof, ) and to its personnel (insuring their cooperation) and premises, for the purpose of the review or audit of such Tax Returns to the extent relevant to an obligation or liability of a Party under this Agreement or for purposes of the preparation or filing of any such Tax Return, the conduct of any Tax Contest or any other matter reasonably and in good faith related to the Tax affairs of the requesting Party. (b) . At any time after the Distribution Date that the DHC ASD Group proposes to destroy such materials material or information, it shall first notify the Spinco WABCO Group in writing and the Spinco WABCO Group shall be entitled to receive such materials or information proposed to be destroyed that relate to any member of the Spinco Group or the Spinco Assets and Business for any Pre-Distribution Perioddestroyed. At any time after the Distribution Date that the Spinco WABCO Group proposes to destroy such materials material or information, it shall first notify the DHC ASD Group in writing and the DHC ASD Group shall be entitled to receive such materials or information proposed to be destroyed.

Appears in 3 contracts

Samples: Tax Sharing Agreement, Tax Sharing Agreement (WABCO Holdings Inc.), Tax Sharing Agreement (WABCO Holdings Inc.)

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Retention of Records; Access. (a) For so long as the contents thereof may become material in the administration of any matter under applicable Tax law, but in any event until the later of (xi) the expiration of any applicable statutes of limitation and (yii) seven (7) years after the Distribution Date, the Parties shall (ia) retain records, documents, accounting data and other information (including computer data) necessary for the preparation and filing of all Tax Returns in respect of Taxes of any member of either the DHC Verizon Group or the Spinco Group for any Pre-Distribution Period or any Post-Distribution Period or for any Tax Contests relating to such Tax Returns, and (iib) give to the other Parties Party reasonable access to such records, documents, accounting data and other information (including computer data), or relevant portion thereof, ) and to its personnel (insuring their cooperation) and premises, for the purpose of the review or audit of such Tax Returns to the extent relevant to an obligation or liability of a Party under this Agreement or for purposes of the preparation or filing of any such Tax Return, the conduct of any Tax Contest or any other matter reasonably and in good faith related to the Tax affairs of the requesting Party. (b) . At any time after the Distribution Date that the DHC Verizon Group proposes to destroy such materials material or information, it shall first notify the Spinco Group in writing and the Spinco Group shall be entitled to receive such materials or information proposed to be destroyed that relate to any member of the Spinco Group or the Spinco Assets and Business for any Pre-Distribution Perioddestroyed. At any time after the Distribution Date that the Spinco Group proposes to destroy such materials material or information, it shall first notify the DHC Verizon Group in writing and the DHC Verizon Group shall be entitled to receive such materials or information proposed to be destroyed.

Appears in 2 contracts

Samples: Tax Sharing Agreement (Idearc Inc.), Tax Sharing Agreement (Idearc Inc.)

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