Common use of Access and Assistance Clause in Contracts

Access and Assistance. The Seller and Purchaser shall, upon written request of the other, provide the other, and the Purchaser shall cause the Company to provide the Seller, with such assistance as may be reasonably requested by any of them in connection with the preparation of any Tax Return, audit, or other examination by any Taxing Authority, any Taxing Authority or judicial or administrative proceedings relating to liability for Taxes, or any other claim arising under this Agreement, and each will retain and provide the other, and the Purchaser shall cause the Company to retain and provide the Seller with, any records or other information that may be relevant to such Tax Return, audit or examination, proceeding or determination. The Seller and Purchaser shall 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 or the Company for any period. Such assistance shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and shall include providing copies of any relevant Tax Returns and supporting work schedules, which assistance shall be provided without charge except for reimbursement of reasonable out-of-pocket expenses. Without limiting the generality of the foregoing, Purchaser shall retain, and shall cause the Company to retain, and Seller shall 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 before or including 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. Each party shall bear its own expenses in complying with the foregoing provisions.

Access and Assistance. The Seller and Following the Closing, the Purchaser shall, upon written request of the other, provide the other, and the Purchaser shall cause the Company and the Company Subsidiaries to, give the Seller Representatives and their authorized Representatives, at their cost and expense, reasonable access to the books and records of the Company and the Company Subsidiaries (and permit the Seller Representatives and its agents and/or Representatives to make copies thereof), and to permit the Seller Representatives to file Tax Returns required or permitted to be filed by them pursuant to this Section 9.8, to the extent relating to taxable periods ending on or prior to the Closing Date as the Seller Representatives may reasonably request for purposes of preparing, filing or reviewing Tax Returns (including any amended Tax Return pursuant to Section 9.8(d)) and conducting Tax Contests relating to Taxes. Each of the Purchaser, the Company, the Company Subsidiaries, the Sellers, the Seller Representatives and their respective Affiliates will provide the Seller, other parties with such assistance as may reasonably be reasonably requested by any of them in connection with the preparation or review of any Tax Return, audit, or other examination by any Taxing Authority, any Taxing Authority or judicial or administrative proceedings relating to liability for TaxesTax Contest, or any other claim arising under this Agreement, and each will retain and provide the other, and the Purchaser shall cause the Company to retain and provide the Seller with, others with any records or other information that may be relevant to any such Tax Return, audit Return or examination, proceeding or determination. The Seller and Purchaser shall 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 or the Company for any periodContest. Such assistance shall include making employees reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and shall include providing copies of any relevant Tax Returns and supporting work schedules, which assistance shall be provided without charge except for reimbursement of reasonable out-of-pocket expenses. Without limiting the generality of the foregoingThe Purchaser shall, Purchaser shall retain, and or shall cause the Company and the Company Subsidiaries to retain, and Seller shall retain, until the applicable at least sixty (60) days after all appropriate statutes of limitations limitation (including any extensionsextensions and waivers) have expiredexpire, copies of all Tax ReturnsReturns for all Pre-Closing Tax Periods of the Company and the Company Subsidiaries, supporting work schedules, schedules and other records or information that which may be relevant to such returns for all Tax periods or portions thereof ending before or including the Closing Date Returns, and shall will not destroy or otherwise dispose of any such records materials without first providing the other party Seller Representatives with a reasonable opportunity to review and copy the same. Each party shall bear its own expenses in complying with the foregoing provisionssuch materials.

Access and Assistance. The Seller Following the Closing Date and through the period set forth in Section 10.2(a), Purchaser shall, upon written request of the other, provide the other, shall and the Purchaser shall cause the Company and its Subsidiaries to give the Seller Representative and its authorized representatives access to the books and records of the Company and its Subsidiaries (and permit Seller Representative and its agents and/or representatives to make copies thereof) to the extent relating to periods prior to or including the Closing Date as the Seller Representative may reasonably request for purposes of preparing Tax Returns and conducting proceedings relating to Taxes. Each of Purchaser, the Company, the Company’s Subsidiaries, the Seller Representative (on behalf of Sellers) and their respective Affiliates will provide the Seller, other parties with such assistance as may reasonably be reasonably requested in writing by any of them in connection with the preparation of any Tax Return, audit, any audit or other examination by any Taxing Authority, any Taxing Authority or judicial or administrative proceedings relating to liability for Taxes, or any other claim arising under this Agreement, and each will retain and provide the other, and the Purchaser shall cause the Company to retain and provide the Seller with, others with any records or other information that may be relevant to any such Tax Return, audit or examination, proceeding or determinationclaim. The Seller Representative and Purchaser shall 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 or the Company for any period. Such assistance shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and shall include providing copies of any relevant Tax Returns and supporting work schedules, which assistance shall be provided without charge except for reimbursement of reasonable out-of-pocket expenses. Without limiting the generality of the foregoingPurchaser will, Purchaser shall retain, and shall or will cause the Company to retainand its Subsidiaries to, and Seller shall retain, until the applicable all appropriate statutes of limitations limitation (including any extensions) have expiredexpire, copies of all Tax ReturnsReturns of the Company and its Subsidiaries, supporting work schedules, schedules and other records or information that which may be relevant to such returns for all Tax periods or portions thereof ending before or including the Closing Date Returns, and shall will not destroy or otherwise dispose of any such records materials without first providing the other party Seller Representative with a reasonable opportunity to review and copy the samesuch materials. Each party shall bear its own expenses in complying with the foregoing provisions.

Access and Assistance. The Seller Following the Effective Time, Purchaser shall and Purchaser shall, upon written request of the other, provide the other, and the Purchaser shall cause the Company and each of the Subsidiaries to give Sellers and their authorized representatives reasonable access during normal business hours upon at least five (5) Business Days’ prior written notice to the books and records of the Company to the extent relating to periods prior to or including the Effective Time as Sellers may reasonably request for purposes of preparing Tax Returns and conducting proceedings relating to Taxes. Purchaser, the Company, each of the Subsidiaries, Sellers and their Affiliates will provide the Seller, each other with such assistance as may reasonably be reasonably requested by any of them in connection with the preparation of any Tax Return, audit, any audit or other examination by any Taxing Authority, any Taxing Authority or judicial or administrative proceedings relating to liability Liability for Taxes, or any other claim matter relating to Taxes and arising under this AgreementSection 7.3, and each will retain and provide the other, and the Purchaser shall cause the Company to retain and provide the Seller with, others with any records or other information that may be relevant to any such Tax Return, audit or examination, proceeding or determination. The Seller and Purchaser shall 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 or the Company for any periodclaim. Such assistance shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and shall include providing copies of any relevant Tax Returns and supporting work schedules, schedules and other records and information which assistance shall be provided without charge except for reimbursement of reasonable out-of-pocket expenses. Without limiting the generality of the foregoing, Purchaser shall retain, and shall will or will cause the Company and each of the Subsidiaries to retain, and Seller shall retain, until the applicable all appropriate statutes of limitations limitation (including any extensions) have expiredexpire, copies of all Tax ReturnsReturns of the Company and the Subsidiaries, supporting work schedules, schedules and other records or information that which may be relevant to such returns for all Tax periods or portions thereof ending before or including the Closing Date Returns, and shall will not destroy or otherwise dispose of any such records materials without first providing the other party Sellers with a reasonable opportunity to review and copy the same. Each party shall bear its own expenses in complying with the foregoing provisionssuch materials.