Common use of Tax Records Clause in Contracts

Tax Records. (a) The Parties agree to (and to cause each of their Affiliates to) (i) retain all Tax Returns, related schedules and work papers, and all material records and other documents as required under Section 6001 of the Code and the regulations promulgated thereunder relating thereto existing on the date hereof or created through the Closing Date, for a period of at least ten years following the Closing Date and (ii) allow the Party to this Agreement, at times and dates reasonably acceptable to the retaining Party, to inspect, review and make copies of such records, as the Parties may reasonably deem necessary or appropriate from time to time. In addition, after the expiration of such ten-year period, such Tax Returns, related schedules and workpapers, and material records shall not be destroyed or otherwise disposed of at any time, unless, prior to such destruction or disposal, (A) the Party proposing to destroy or otherwise dispose of such records shall provide no less than 30 days' prior written notice to the other Party, specifying in reasonable detail the records proposed to be destroyed or disposed of and (B) if a recipient of such notice shall request in writing prior to the scheduled date for such destruction or disposal that any of the records proposed to be destroyed or disposed of be delivered to such requesting Party, the Party proposing the destruction or disposal shall promptly arrange for the delivery of such requested records at the expense of the Party requesting such records. (b) Notwithstanding anything in this Agreement to the contrary, if any Party fails to comply with the requirements of Section 10.12(a) hereof, the Party failing so to comply shall be liable for, and shall hold the other Party, harmless from, any Taxes (including without limitation, penalties for failure to comply with the record retention requirements of the Code) and other costs resulting from such Party's failure to comply.

Tax Records. (a) The Parties Conexant and Alpha agree to (and to cause each member of their Affiliates respective Tax Group to) (i) retain all Tax Returns, related schedules and work papersworkpapers, and all material records and other documents as required under Section 6001 of the Code and the regulations promulgated thereunder relating thereto existing on the date hereof or created through the Closing Distribution Date, for a period of at least ten years following the Closing Distribution Date and (ii) allow the Party party to this Agreement, at times and dates reasonably acceptable to the retaining Partyparty, to inspect, review and make copies of such records, as the Parties Conexant and Alpha may reasonably deem necessary or appropriate from time to time. In addition, after the expiration of such ten-year period, such Tax Returns, related schedules and workpapers, and material records shall not be destroyed or otherwise disposed of at any time, unless, prior to such destruction or disposal, (A) the Party party proposing to destroy or otherwise dispose of such records shall provide no less than 30 days' prior written notice to the other Partyparty, specifying in reasonable detail the records proposed to be destroyed or disposed of and (B) if a recipient of such notice shall request in writing prior to the scheduled date for such destruction or disposal that any of the records proposed to be destroyed or disposed of be delivered to such requesting Partyparty, the Party party proposing the destruction or disposal shall promptly arrange for the delivery of such requested records at the expense of the Party party requesting such records. (b) Notwithstanding anything in this Agreement to the contrary, if any Party party fails to comply with the requirements of Section 10.12(a5.05(a) hereof, the Party party failing so to comply shall be liable for, and shall hold the other Partyparty, harmless from, any Taxes (including without limitation, penalties for failure to comply with the record retention requirements of the Code) and other costs resulting from such Partyparty's failure to comply.

Tax Records. (a) The Parties Fortune and ACCO agree to (and to cause each member of their Affiliates respective Tax Group to) (i) retain all Tax Returns, related schedules and work papersworkpapers, and all material records and other documents as required under Section 6001 of the Code and the regulations promulgated thereunder relating thereto existing on the date hereof or created through the Closing Distribution Date, for a period of at least ten years following the Closing Distribution Date and (ii) allow the Party party to this Agreement, at times and dates reasonably acceptable to the retaining Partyparty, to inspect, review and make copies of such records, as the Parties Fortune and ACCO may reasonably deem necessary or appropriate from time to time. In addition, after the expiration of such ten-year period, such Tax Returns, related schedules and workpapers, and material records shall not be destroyed or otherwise disposed of at any time, unless, prior to such destruction or disposal, (A) the Party party proposing to destroy or otherwise dispose of such records shall provide no less than 30 days' ’ prior written notice to the other Partyparty, specifying in reasonable detail the records proposed to be destroyed or disposed of and (B) if a recipient of such notice shall request in writing prior to the scheduled date for such destruction or disposal that any of the records proposed to be destroyed or disposed of be delivered to such requesting Partyparty, the Party party proposing the destruction or disposal shall promptly arrange for the delivery of such requested records at the expense of the Party party requesting such records. (b) Notwithstanding anything in this Agreement to the contrary, if any Party party fails to comply with the requirements of Section 10.12(a5.03(a) hereof, the Party party failing so to comply shall be liable for, and shall hold the other Partyparty, harmless from, any Taxes (including without limitation, penalties for failure to comply with the record retention requirements of the Code) and other costs resulting from such Party's party’s failure to comply.

Tax Records. (a) The Parties Rockwell and Conexant agree to (and to cause each member of their Affiliates respective Tax Group to) (i) retain all Tax Returns, related schedules and work papersworkpapers, and all material records and other documents as required under Section 6001 of the Code and the regulations promulgated thereunder relating thereto existing on the date hereof or created through the Closing Distribution Date, for a period of at least ten years following the Closing Distribution Date and (ii) allow the Party party to this Agreement, at times and dates reasonably acceptable to the retaining Partyparty, to inspect, review and make copies of such records, as the Parties Rockwell and Conexant may reasonably deem necessary or appropriate from time to time. In addition, after the expiration of such ten-year period, such Tax Returns, related schedules and workpapers, and material records shall not be destroyed or otherwise disposed of at any time, unless, prior to such destruction or disposal, (A) the Party party proposing to destroy or otherwise dispose of such records shall provide no less than 30 days' prior written notice to the other Partyparty, specifying in reasonable detail the records proposed to be destroyed or disposed of and (B) if a recipient of such notice shall request in writing prior to the scheduled date for such destruction or disposal that any of the records proposed to be destroyed or disposed of be delivered to such requesting Partyparty, the Party party proposing the destruction or disposal shall promptly arrange for the delivery of such requested records at the expense of the Party party requesting such records. (b) Notwithstanding anything in this Agreement to the contrary, if any Party party fails to comply with the requirements of Section 10.12(a5.05(a) hereof, the Party party failing so to comply shall be liable for, and shall hold the other Partyparty, harmless from, any Taxes (including without limitation, penalties for failure to comply with the record retention requirements of the Code) and other costs resulting from such Partyparty's failure to comply.

Tax Records. (a) The Parties Conexant and Mindspeed agree to (and to cause each member of their Affiliates respective Tax Group to) (i) retain all Tax Returns, related schedules and work papersworkpapers, and all material records and other documents as required under Section 6001 of the Code and the regulations promulgated thereunder relating thereto existing on the date hereof or created through the Closing Distribution Date, for a period of at least ten years following the Closing Distribution Date and (ii) allow the Party party to this Agreement, at times and dates reasonably acceptable to the retaining Partyparty, to inspect, review and make copies of such records, as the Parties Conexant and Mindspeed may reasonably deem necessary or appropriate from time to time. In addition, after the expiration of such ten-year period, such Tax Returns, related schedules and workpapers, and material records shall not be destroyed or otherwise disposed of at any time, unless, prior to such destruction or disposal, (A) the Party party proposing to destroy or otherwise dispose of such records shall provide no less than 30 days' prior written notice to the other Partyparty, specifying in reasonable detail the records proposed to be destroyed or disposed of and (B) if a recipient of such notice shall request in writing prior to the scheduled date for such destruction or disposal that any of the records proposed to be destroyed or disposed of be delivered to such requesting Partyparty, the Party party proposing the destruction or disposal shall promptly arrange for the delivery of such requested records at the expense of the Party party requesting such records. (b) Notwithstanding anything in this Agreement to the contrary, if any Party party fails to comply with the requirements of Section 10.12(a5.05(a) hereof, the Party party failing so to comply shall be liable for, and shall hold the other Partyparty, harmless from, any Taxes (including without limitation, penalties for failure to comply with the record retention requirements of the Code) and other costs resulting from such Partyparty's failure to comply.

Tax Records. (a) The Parties Goodrich and EnPro agree to (and to cause each member of their Affiliates resxxxxxxx Tax Groups to) (i) retain all Tax Returns, related schedules and work papersworkpapers, and all material records and other documents relating thereto as required under Section 6001 of the Code and the regulations promulgated thereunder relating thereto existing which exist on the date hereof or are created through the Closing Distribution Date, for a period of at least ten years following the Closing Distribution Date and (ii) allow the Party other party to this Agreement, at times and dates reasonably acceptable to the retaining Partyparty, to inspect, review and make copies of such records, as the Parties Goodrich and EnPro may reasonably deem necessary or appropriate from time frxx xxxx to time. In addition, after the expiration of such ten-year period, such Tax Returns, related schedules and workpapers, and material records shall not be destroyed or otherwise disposed of at any time, unless, prior to such destruction or disposal, (A) unless the Party party proposing to destroy or otherwise dispose of such records shall provide have provided no less than 30 days' prior written notice to the other Partyparty, specifying in reasonable detail the records proposed to be destroyed or disposed of and (B) if of. If a recipient of such notice shall request requests in writing prior to the scheduled date for such destruction or disposal that any of the records proposed to be destroyed or disposed of be delivered to such requesting Partyparty, the Party party proposing the destruction or disposal shall promptly arrange for the delivery of such requested records at the expense of the Party party requesting such records. (b) Notwithstanding anything in this Agreement to the contrary, if any Party party fails to comply with the requirements of Section 10.12(a5.04(a) hereof, the Party party failing so to comply shall be liable for, and shall hold the other Party, party harmless from, any Taxes (including including, without limitation, penalties for failure to comply with the record retention requirements of the Code) and other costs resulting from such Partyparty's failure to comply.

Tax Records. (a) The Parties 5.3.1. Ambassadors and Education agree to (and to cause each member of their Affiliates respective Group to) (i) retain all Tax Returns, related schedules and work papersworkpapers, and all material records and other documents as required under Section 6001 of the Code and the regulations promulgated thereunder relating thereto existing on the date hereof or created through the Closing Distribution Date, for a period of at least ten years following the Closing Distribution Date and (ii) allow the Party party to this Agreement, at times and dates reasonably acceptable to the retaining Partyparty, to inspect, review and make copies of such records, as the Parties Ambassadors and Education may reasonably deem necessary or appropriate from time to time. In addition, after the expiration of such ten-year period, such Tax Returns, related schedules and workpapers, and material records shall not be destroyed or otherwise disposed of at any time, unless, prior to such destruction or disposal, (A) the Party party proposing to destroy or otherwise dispose of such records shall provide no less than 30 days' prior written notice to the other Partyparty, specifying in reasonable detail the records proposed to be destroyed or disposed of and (B) if a recipient of such notice shall request in writing prior to the scheduled date for such destruction or disposal that any of the records proposed to be destroyed or disposed of be delivered to such requesting Partyparty, the Party party proposing the destruction or disposal shall promptly arrange for the delivery of such requested records at the expense of the Party party requesting such records. (b) 5.3.2. Notwithstanding anything in this Agreement to the contrary, if any Party party fails to comply with the requirements of Section 10.12(a) 5.3.1 hereof, the Party party failing so to comply shall be liable for, and shall hold the other Partyparty, harmless from, any Taxes (including without limitation, penalties for failure to comply with the record retention requirements of the Code) and other costs resulting from such Partyparty's failure to comply.

Tax Records. (a) The Parties Xxxxxxxx and EnPro agree to (and to cause each member of their Affiliates respective Tax Groups to) (i) retain all Tax Returns, related schedules and work papersworkpapers, and all material records and other documents relating thereto as required under Section 6001 of the Code and the regulations promulgated thereunder relating thereto existing which exist on the date hereof or are created through the Closing Distribution Date, for a period of at least ten years following the Closing Distribution Date and (ii) allow the Party other party to this Agreement, at times and dates reasonably acceptable to the retaining Partyparty, to inspect, review and make copies of such records, as the Parties Xxxxxxxx and EnPro may reasonably deem necessary or appropriate from time to time. In addition, after the expiration of such ten-year period, such Tax Returns, related schedules and workpapers, and material records shall not be destroyed or otherwise disposed of at any time, unless, prior to such destruction or disposal, (A) unless the Party party proposing to destroy or otherwise dispose of such records shall provide have provided no less than 30 days' prior written notice to the other Partyparty, specifying in reasonable detail the records proposed to be destroyed or disposed of and (B) if of. If a recipient of such notice shall request requests in writing prior to the scheduled date for such destruction or disposal that any of the records proposed to be destroyed or disposed of be delivered to such requesting Partyparty, the Party party proposing the destruction or disposal shall promptly arrange for the delivery of such requested records at the expense of the Party party requesting such records. (b) Notwithstanding anything in this Agreement to the contrary, if any Party party fails to comply with the requirements of Section 10.12(a5.04(a) hereof, the Party party failing so to comply shall be liable for, and shall hold the other Party, party harmless from, any Taxes (including including, without limitation, penalties for failure to comply with the record retention requirements of the Code) and other costs resulting from such Partyparty's failure to comply.

Tax Records. (a) The Parties Goodrich and EnPro agree to (and to cause each member of their Affiliates respecxxxx Xxx Groups to) (i) retain all Tax Returns, related schedules and work papersworkpapers, and all material records and other documents relating thereto as required under Section 6001 of the Code and the regulations promulgated thereunder relating thereto existing which exist on the date hereof or are created through the Closing Distribution Date, for a period of at least ten years following the Closing Distribution Date and (ii) allow the Party other party to this Agreement, at times and dates reasonably acceptable to the retaining Partyparty, to inspect, review and make copies of such records, as the Parties Goodrich and EnPro may reasonably deem necessary or appropriate from time to xxxx xx time. In addition, after the expiration of such ten-year period, such Tax Returns, related schedules and workpapers, and material records shall not be destroyed or otherwise disposed of at any time, unless, prior to such destruction or disposal, (A) unless the Party party proposing to destroy or otherwise dispose of such records shall provide have provided no less than 30 days' prior written notice to the other Partyparty, specifying in reasonable detail the records proposed to be destroyed or disposed of and (B) if of. If a recipient of such notice shall request requests in writing prior to the scheduled date for such destruction or disposal that any of the records proposed to be destroyed or disposed of be delivered to such requesting Partyparty, the Party party proposing the destruction or disposal shall promptly arrange for the delivery of such requested records at the expense of the Party party requesting such records. (b) Notwithstanding anything in this Agreement to the contrary, if any Party party fails to comply with the requirements of Section 10.12(a5.04(a) hereof, the Party party failing so to comply shall be liable for, and shall hold the other Party, party harmless from, any Taxes (including including, without limitation, penalties for failure to comply with the record retention requirements of the Code) and other costs resulting from such Partyparty's failure to comply.