Common use of Tax Records Clause in Contracts

Tax Records. Each party shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Deconsolidation Periods, and Parent shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-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 limitations, or (ii) three years after the Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, Parent may dispose of Tax Records pertaining to the assets or activities of the SpinCo Group only upon 90 days’ prior written notice to the SpinCo Group, and SpinCo may dispose of Tax Records pertaining to a Joint Return only upon 90 days’ prior written notice to the Parent Group. If, prior to the Retention Date, a party reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law, it may dispose of such Tax Records; provided that if such Tax Records pertain to the assets or activities of the other Group (or, in the case of SpinCo, to a Joint Return), the party shall provide such other Group with 90 days’ prior written notice. Any notice of an intent to dispose given pursuant to this Section 9 shall include a list of the Tax Records to be disposed of described in reasonable detail. The notified party 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. If, at any time prior to the Retention Date, SpinCo determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then SpinCo may decommission or discontinue such program or system upon 90 days’ prior notice to Parent and Parent shall have the opportunity, at SpinCo’s cost and expense, to copy, within such 90-day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Tax Records. Each party shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Deconsolidation Periods, and Parent shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-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 limitations, or (ii) three years after the Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, Parent may dispose of Tax Records pertaining to the assets or activities of the SpinCo Group only upon 90 days’ prior written notice to the SpinCo Group, and SpinCo may dispose of Tax Records pertaining to a Joint Return only upon 90 days’ prior written notice to the Parent Group. If, prior to the Retention Date, a party reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9 90 are no longer material in the administration of any matter under the Code or other applicable Tax Law, it may dispose of such Tax Records; provided that if such Tax Records pertain to the assets or activities of the other Group (or, in the case of SpinCo, to a Joint Return), the party shall provide such other Group with 90 days’ prior written notice. Any notice of an intent to dispose given pursuant to this Section 9 shall include a list of the Tax Records to be disposed of described in reasonable detail. The notified party 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. If, at any time prior to the Retention Date, SpinCo determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then SpinCo may decommission or discontinue such program or system upon 90 days’ prior notice to Parent and Parent shall have the opportunity, at SpinCo’s cost and expense, to copy, within such 90-day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Tax Records. Each party Party shall preserve and keep keep, and shall cause their respective Affiliates to preserve and keep, all Tax Records exclusively relating to that are in their possession, and that could affect the assets and activities liability of its any member of the other Group for Pre-Deconsolidation Periods, and Parent shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Deconsolidation Tax PeriodsTaxes, 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 but, in any event event, until the later of (i) the expiration of any applicable statutes of limitations, or (ii) three seven years after the Deconsolidation Distribution Date (such later date, the “Retention Date”). After the Retention Date, Parent each Party may, and may allow its respective Affiliates to, dispose of such Tax Records pertaining to the assets or activities of the SpinCo Group only upon 90 days60 Business Days’ prior written notice to the SpinCo Group, and SpinCo may dispose of Tax Records pertaining to a Joint Return only upon 90 days’ prior written notice to the Parent Groupother Party. If, prior to the Retention Date, (a) a party Party reasonably determines that any Tax Records which it it, or any of its Affiliates, would otherwise be required to preserve and keep under this Section 9 8.01 are no longer material in the administration of any matter under the Code or other applicable Tax LawLaw and the other Party agrees, it then such first Party, or the applicable Affiliate, may dispose of such Tax Records; provided that if such Tax Records pertain upon 60 Business Days’ prior notice to the assets or activities of the other Group (or, in the case of SpinCo, to a Joint Return), the party shall provide such other Group with 90 days’ prior written noticeParty. Any notice of an intent to dispose given pursuant to this Section 9 8.01 shall include a list of the Tax Records to be disposed of described describing in reasonable detaildetail each file, book, or other record accumulation being disposed. The notified party Party shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day 60 Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo Spinco determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then SpinCo Spinco may decommission or discontinue such program or system upon 90 days’ prior notice to Parent and Parent shall have the opportunity, at SpinCo’s its cost and expense, to copy, within such 90-day 60 Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Tax Records. Each party Party shall preserve and keep keep, and shall cause their respective Affiliates to preserve and keep, all Tax Records exclusively relating to that are in their possession, and that could affect the assets and activities liability of its any member of the other Group for Pre-Deconsolidation Periods, and Parent shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Deconsolidation Tax PeriodsTaxes, 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 but, in any event event, until the later of (i) the expiration of any applicable statutes of limitations, or (ii) three seven years after the Deconsolidation Distribution Date (such later date, the “Retention Date”). After the Retention Date, Parent each Party may, and may allow its respective Affiliates to, dispose of such Tax Records pertaining to the assets or activities of the SpinCo Group only upon 90 days’ 60 Business Days' prior written notice to the SpinCo Group, and SpinCo may dispose of Tax Records pertaining to a Joint Return only upon 90 days’ prior written notice to the Parent Groupother Party. If, prior to the Retention Date, (a) a party Party reasonably determines that any Tax Records which it it, or any of its Affiliates, would otherwise be required to preserve and keep under this Section 9 8.01 are no longer material in the administration of any matter under the Code or other applicable Tax LawLaw and the other Party agrees, it then such first Party, or the applicable Affiliate, may dispose of such Tax Records; provided that if such Tax Records pertain upon 60 Business Days' prior notice to the assets or activities of the other Group (or, in the case of SpinCo, to a Joint Return), the party shall provide such other Group with 90 days’ prior written noticeParty. Any notice of an intent to dispose given pursuant to this Section 9 8.01 shall include a list of the Tax Records to be disposed of described describing in reasonable detaildetail each file, book, or other record accumulation being disposed. The notified party Party shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day 60 Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo Spinco determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then SpinCo Spinco may decommission or discontinue such program or system upon 90 days’ prior notice to Parent and Parent shall have the opportunity, at SpinCo’s its cost and expense, to copy, within such 90-day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.