Seller, Buyer the Seller Hourly Pension Plan and the Buyer Pensions Plans shall assist and cooperate with each other in the transfer of Pension Assets and the disposition of claims made under the Buyer Pension Plans and Sourly Hourly Pension Plan pursuant to this Section 8.2.1 and in providing each other with any record, documents or other information within its control that is reasonably requested by any other party as necessary to the disposition, settlement or defense of such claim.
Seller, Buyer. Spin-Off Subsidiary and their respective employees and agents shall each hold in strict confidence all Information concerning the other party or parties in their possession or furnished by the other or the other’s Representative pursuant to this Agreement with the same degree of care as such party utilizes as to such party’s own confidential information (except to the extent that such Information is (i) in the public domain through no fault of such party or (ii) later lawfully acquired from any other source by such party without, so such party’s knowledge, any breach of a confidentiality obligation), and each party shall not release or disclose such Information to any other person, except such party’s auditors, attorneys, financial advisors, bankers, other consultants and advisors or persons to whom such party has a valid obligation to disclose such Information, unless compelled to disclose such Information by judicial or administrative process or, as advised by its counsel, by other requirements of law. In the case of a conflict between this Section and Section 5.2, Section 5.2 shall control.
Seller, Buyer. Buyer Sub 2 and Newco shall (i) each provide the other with such assistance as may reasonably be requested by any of them in connection with the preparation of any return, audit, or other examination by any taxing authority or judicial or administrative proceedings relating to Liability for Taxes, (ii) each retain and provide the other with any records or other information that may be relevant to such return, audit or examination, proceeding or determination, and (iii) each provide the other with any final determination of any such audit or examination, proceeding, or determination that affects any amount required to be shown on any tax return of the other for any period. Without limiting the generality of the foregoing, Buyer, Buyer Sub 2, Newco and Seller shall each retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all tax returns, supporting work schedules, and other records or information that may be relevant to such returns for all tax periods or portions thereof ending on or before the Closing Date and shall not destroy or otherwise dispose of any such records without first providing the other party with a reasonable opportunity to review and copy the same.
Seller, Buyer. Authorised Signature Authorised Signature
Seller, Buyer. Avatar Properties Inc. The Nature Conservancy 200 Xxxxxxxx Xxxxxx, 12th Floor 200 X. Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxx Xxxxxx, Xxxxxxx 00000-0000 Axxxxxxxx Xxxxxxx, Xxxxxxx 00000 Attention: Dxxxxx X. Xxxxxx Attention: Kxxxx Xxxxxxxx Telephone: 305/400-0000 Telephone: 407/600-0000 Fax: 305/400-0000 Fax: 407/600-0000 Email: Dxxxxx_Xxxxxx@XxxxxxXxxxxxxx.xxx Email: kxxxxxxxx@xxx.xxx With a copy to: Gxxxx Xxxx, Senior Attorney The Nature Conservancy 200 X. Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxx Xxxxxxx, Xxxxxxx 00000 Telephone: 407/600-0000 Fax: 407/600-0000 Email: gxxxx@xxx.xxx
Seller, Buyer. Big Apple Energy LLC U.S. Gas & Electric, Inc.
Seller, Buyer. Brooke Corporation /s/ Xxxxxx Xxxxx ---------------------- By: /s/ Xxxxxxx Xxxx Xxxxxx Xxxxx ------------------------ Title: President
Seller, Buyer. Company Name Sales Company of Shaanxi Yanchang Petroleum OiløGroup÷Co., Ltd. Company Name Xi’an Baorun Industrial Development Co., Ltd.
Seller, Buyer. Dongguan AIVtech Co., Ltd. Guangdong Guanghong Export & Import Co., Ltd.
Seller, Buyer. IMPAC Mortgage Corp., a California corporation Western Alliance Bank, an Arizona corporation By: By: /s/ Xxxxxxx Xxxxxxx /s/ Xxxxxx Xxxxx Name: Xxxxxxx Xxxxxxx Name: Xxxxxx Xxxxx Title: President Title: Vice President Date: Date: IMPAC Mortgage Corp., a California corporation By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Secretary Date: Schedule 3 TO MASTER REPURCHASE AGREEMENT BETWEEN IMPAC Mortgage, Corp., a California corporation AND Western Alliance Bank, an Arizona corporation
