Common use of Retention of Tax Records Clause in Contracts

Retention of Tax Records. Each Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Closing Periods (and the portion, ending on the Closing Date, of any Tax Period that includes but does not end on the Closing Date), and Altisource shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Closing Periods until the later of (i) the expiration of any applicable statutes of limitation, and (ii) 7 years after the Closing Date. After such earlier date, each Company may dispose of such records upon 90 days’ prior written notice to the other Company. If, prior to the expiration of the applicable statute of limitation or such seven-year period, a Company reasonably determines that any Tax Records that it would otherwise be required to preserve and keep under this Article VII are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such records upon 90 days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 7.01 shall include a list of the records to be disposed of describing in reasonable detail each file, book or other record accumulation being disposed. The notified Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax Records.

Retention of Tax Records. Each Company shall preserve and keep all Tax Records exclusively in its possession relating to the assets and activities of its the Group for Pre-Closing Distribution Periods (and or Taxes or Tax matters that are the portionsubject of this Agreement, ending on in each case, for so long as the Closing Date, contents thereof may become material in the administration of any matter under the Code or other applicable Tax Period that includes Law, but does not end on the Closing Date), and Altisource shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Closing Periods in any event until the later of (ia) after the expiration of any applicable statutes of limitationlimitations (taking into account extensions), and or (iib) 7 seven (7) years after the Closing External Distribution Date (such later date, the “Retention Date”). After such earlier datethe Retention Date, each Company may dispose of such records Tax Records upon 90 ninety (90) days’ prior written notice to the other Company. If, prior to the expiration of the applicable statute of limitation or such seven-year periodRetention Date, a Company reasonably determines that any Tax Records that which it would otherwise be required to preserve and keep under this Article VII 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such records Tax Records upon 90 ninety (90) days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 7.01 9.01 shall include a list of the records Tax Records to be disposed of describing in reasonable detail each file, book or other record accumulation being disposed. The notified Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day ninety (90)-day period, all or any part of such Tax Records.

Retention of Tax Records. Each Company shall preserve and keep all Tax Records exclusively in its possession relating to the assets and activities of its the Group for Pre-Closing Deconsolidation Periods (and or Taxes or Tax matters that are the portionsubject of this Agreement, ending on in each case, for so long as the Closing Date, contents thereof may become material in the administration of any matter under the Code or other applicable Tax Period that includes Law, but does not end on the Closing Date), and Altisource shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Closing Periods in any event until the later of (i) the expiration of any applicable statutes of limitationlimitations, and or (ii) 7 eight years after the Closing Deconsolidation Date (such later date, the “Retention Date”). After such earlier datethe Retention Date, each Company may dispose of such records Tax Records upon 90 days’ prior written notice to the other Company. If, prior to the expiration of the applicable statute of limitation or such seven-year periodRetention Date, a Company reasonably determines that any Tax Records that which it would otherwise be required to preserve and keep under this Article VII Section 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such records Tax Records upon 90 days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 7.01 9.01 shall include a list of the records Tax Records to be disposed of describing in reasonable detail each file, book book, or other record accumulation being disposed. The notified Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax Records.

Retention of Tax Records. Each Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Closing Periods (and the portion, ending on the Closing Date, of any Tax Period that includes but does not end on the Closing Date), and Altisource NorthStar Realty shall preserve and keep all other Tax Records relating to Taxes of the Groups its Group for Pre-Closing Periods until the later of (i) the expiration of any applicable statutes of limitation, and (ii) 7 years after the Closing Date. After such earlier date, each Company may dispose of such records upon 90 days’ prior written notice to the other Company. If, prior to the expiration of the applicable statute of limitation or such seven7-year period, a Company reasonably determines that any Tax Records that it would otherwise be required to preserve and keep under this Article VII are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such records upon 90 days’ prior written notice to the other Company. Any written notice of an intent to dispose given pursuant to this Section 7.01 shall include a list of the records to be disposed of describing in reasonable detail each file, book or other record accumulation being disposed. The notified Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax Records.

Retention of Tax Records. Each Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Closing Periods (and the portion, ending on the Closing Date, of any Tax Period that includes but does not end on the Closing Date), and Altisource OFC shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Closing Periods until the later of (i) the expiration of any applicable statutes of limitation, and (ii) 7 years after the Closing Date. After such earlier date, each Company may dispose of such records upon 90 days’ prior written notice to the other Company. If, prior to the expiration of the applicable statute of limitation or such seven-year period, a Company reasonably determines that any Tax Records that it would otherwise be required to preserve and keep under this Article VII IX are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such records upon 90 days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 7.01 9.01 shall include a list of the records to be disposed of describing in reasonable detail each file, book or other record accumulation being disposed. The notified Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax Records.

Retention of Tax Records. Each Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Closing Periods (and the portion, ending on the Closing Date, of any Tax Period that includes but does not end on the Closing Date)Deconsolidation Periods, and Altisource MINC shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Closing Periods Deconsolidation Tax Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitation, and or (ii) 7 seven years after the Closing Deconsolidation Date. After such earlier later date, each Company may dispose of such records upon 90 days’ prior written notice to the other Company. If, prior to the expiration of the applicable statute of limitation or such seven-year period, a Company reasonably determines that any Tax Records that which it would otherwise be required to preserve and keep under this Article VII Section 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such records upon 90 days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 7.01 9.01 shall include a list of the records to be disposed of describing in reasonable detail each file, book book, or other record accumulation being disposed. The notified Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax Records.

Retention of Tax Records. Each Company shall preserve and keep all Tax Records exclusively relating to (including emails and other digitally stored materials and related workpapers and other documentation) in its possession as of the assets and activities of its Group for Pre-Closing Periods (and the portion, ending on the Closing Date, of any Tax Period that includes but does not end on the Closing Date), and Altisource shall preserve and keep all other Tax Records date hereof or relating to Taxes of the Groups for Pre-Closing Distribution Periods or Taxes or Tax matters that are the subject of this Agreement, in each case, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until at the earliest the later of (i) 90 days after the expiration of any applicable statutes of limitationlimitations (taking into account any extensions), and or (ii) 7 seven years after the Closing Distribution Date (such later date, the “Retention Date”). After such earlier datethe Retention Date, each Company may dispose of such records Tax Records upon 90 days’ prior written notice to the other Company. If, prior to the expiration of the applicable statute of limitation or such seven-year periodRetention Date, a Company reasonably determines that any Tax Records that which it would otherwise be required to preserve and keep under this Article VII 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such records Tax Records upon 90 days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 7.01 9.01 shall include a list of the records Tax Records to be disposed of describing in reasonable detail each file, book or other record accumulation being disposed. The notified Company shall have the opportunity, at its cost and expensecost, to copy or remove, within such 90-day period, all or any part of such Tax Records, and the other Company will then dispose of the same Tax Records.

Retention of Tax Records. Each Except as provided in Section 8.02, each ------------------------ Company shall preserve and keep all of its Tax Records exclusively relating to the assets and activities of its Group for Pre-Closing Periods (and the portion, ending on the Closing Date, of any Distribution Tax Period that includes but does not end on the Closing Date), and Altisource shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Closing Periods until the later of (i) seven years after the expiration of any applicable statutes of limitation, and Distribution Date or (ii) 7 years after the Closing Datea Final Determination with respect to any Tax Contest for which such Tax Records may be relevant. After Before disposing of any such earlier dateTax Records, each a Company may dispose of such records upon shall provide 90 days’ days prior written notice to the each other Company. If, prior to the expiration of the applicable statute of limitation or such seven-year period, a Company reasonably determines that any Tax Records that it would otherwise be required to preserve and keep under this Article VII are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such records upon 90 days’ prior Such notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 7.01 shall include a list of the records to be disposed of describing in reasonable detail each file, book book, or other record accumulation being disposed. The notified Company Companies shall have the opportunity, at its their cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax Records. If, prior to the end of such seven-year period, a Company reasonably determines that any Tax Records which it is required to preserve and keep under this Section 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law, such Company may dispose of such records upon 90 days prior notice to each other Company. Such notice shall include a list of the records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Companies shall have the opportunity, at their cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax Records.

Retention of Tax Records. Each Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Closing Periods (and the portion, ending on the Closing Date, of any Tax Period that includes but does not end on the Closing Date), and Altisource Brink’s shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Closing Periods until the later of (i) the expiration of any applicable statutes of limitation, and (ii) 7 years after the Closing Date. After such earlier date, each Company may dispose of such records upon 90 days’ prior written notice to the other Company. If, prior to the expiration of the applicable statute of limitation or such seven-year period, a Company reasonably determines that any Tax Records that it would otherwise be required to preserve and keep under this Article VII IX are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such records upon 90 days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 7.01 9.01 shall include a list of the records to be disposed of describing in reasonable detail each file, book or other record accumulation being disposed. The notified Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax Records.

Retention of Tax Records. Each Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for the Pre-Closing Periods (and the portion, ending on the Closing Date, of any Tax Period that includes but does not end on the Closing Date)Deconsolidation Period, and Altisource IAC shall preserve and keep all other Tax Records relating to Taxes of the Groups for the Pre-Closing Periods Deconsolidation Period, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (ia) the expiration of any applicable statutes of limitationlimitations, and or (iib) 7 seven years after the Closing Deconsolidation Date (such later date, the “Retention Date”). After such earlier datethe Retention Date, each Company may dispose of such records Tax Records upon 90 days’ prior written notice to the other Company. If, prior to the expiration of the applicable statute of limitation or such seven-year periodRetention Date, a Company reasonably determines that any Tax Records that it would otherwise be required to preserve and keep under this Article VII Section 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such records Tax Records upon 90 days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 7.01 9.01 shall include a list of the records Tax Records to be disposed of describing in reasonable detail each filethe files, book books or other record accumulation records being disposed. The notified Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax Records.

Retention of Tax Records. Each Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Closing Periods (and the portion, ending on the Closing Date, of any Tax Period that includes but does not end on the Closing Date), and Altisource NCR shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Closing Periods until the later earlier of (i) the expiration of any applicable statutes of limitation, and (ii) 7 [seven] years after the Closing Date. After such earlier date, each Company may dispose of such records upon 90 days’ prior written notice to the other Company. If, prior to the expiration of the applicable statute of limitation or such seven-year period, a Company reasonably determines that any Tax Records that which it would otherwise be required to preserve and keep under this Article VII Section 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such records upon 90 days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 7.01 9.01 shall include a list of the records to be disposed of describing in reasonable detail each file, book book, or other record accumulation being disposed. The notified Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax Records.

Retention of Tax Records. Each Company shall preserve and keep all Tax Records exclusively relating to (including emails and other digitally stored materials and related workpapers and other documentation) in its possession as of the assets and activities of its Group for Pre-Closing Periods (and the portion, ending on the Closing Date, of any Tax Period that includes but does not end on the Closing Date), and Altisource shall preserve and keep all other Tax Records date hereof or relating to Taxes of the Groups for Pre-Closing Pre- Distribution Periods or Taxes or Tax matters that are the subject of this Agreement, in each case, for so long as the contents thereof may become material in the administration of any matter un- der the Code or other applicable Tax Law, but in any event until the later of (i) 90 days after the expiration of any applicable statutes of limitationlimitations (taking into account any extensions), and or (ii) 7 seven years after the Closing Distribution Date (such later date, the “Retention Date”). After such earlier datethe Re- tention Date, each Company may dispose of such records Tax Records upon 90 days’ prior written notice to the other Company. If, prior to the expiration of the applicable statute of limitation or such seven-year periodRetention Date, a Company reasonably determines that any Tax Records that which it would otherwise be required to preserve and keep under this Article VII Section 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such records Tax Records upon 90 days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant pur- suant to this Section 7.01 8.01 shall include a list of the records Tax Records to be disposed of describing in reasonable detail each file, book or other record accumulation being disposed. The notified Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-90- day period, all or any part of such Tax Records, and the other Company will then dispose of the same Tax Records.

Retention of Tax Records. Each Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Closing Periods (and the portion, ending on the Closing Date, of any Tax Period that includes but does not end on the Closing Date), and Altisource NCR shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Closing Periods until the later earlier of (i) the expiration of any applicable statutes of limitation, and (ii) 7 seven years after the Closing Date. After such earlier date, each Company may dispose of such records upon 90 days’ prior written notice to the other Company. If, prior to the expiration of the applicable statute of limitation or such seven-year period, a Company reasonably determines that any Tax Records that which it would otherwise be required to preserve and keep under this Article VII Section 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such records upon 90 days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 7.01 9.01 shall include a list of the records to be disposed of describing in reasonable detail each file, book book, or other record accumulation being disposed. The notified Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax Records.

Retention of Tax Records. Each Except as provided in Section 8.02, each ------------------------ Company shall preserve and keep all of its Tax Records exclusively relating to the assets and activities of its Group for Pre-Closing Periods (and the portion, ending on the Closing Date, of any Distribution Tax Period that includes but does not end on the Closing Date), and Altisource shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Closing Periods until the later of (i) seven years after the expiration of any applicable statutes of limitation, and Distribution Date or (ii) 7 years after the Closing Datea Final Determination with respect to any Tax Contest for which such Tax Records may be relevant. After Before disposing of any such earlier dateTax Records, each a Company may dispose of such records upon shall provide 90 days’ days prior written notice to the each other Company. If, prior to the expiration of the applicable statute of limitation or such seven-year period, a Company reasonably determines that any Tax Records that it would otherwise be required to preserve and keep under this Article VII are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such records upon 90 days’ prior Such notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 7.01 shall include a list of the records to be disposed of describing in reasonable detail each file, book book, or other record accumulation being disposed. The notified Company Companies shall have the opportunity, at its their cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax Records. If, prior to the end of such seven-year period, a Company reasonably determines that any Tax Records which it is required to preserve and keep under this Section 7 are no longer material in the administration of any matter under the Code or other applicable Tax Law, such Company may dispose of such records upon 90 days prior notice to each other Company. Such notice shall include a list of the records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Companies shall have the opportunity, at their cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax Records.