Common use of After the Closing Date Clause in Contracts

After the Closing Date. the Buyer and the Seller shall provide each other, and the Buyer shall cause the Company to provide the Seller, with such cooperation and information relating to the Company as either party reasonably may request in (i) filing any Return, amended return or claim for refund, (ii) determining any Tax liability or a right to refund of Taxes, (iii) conducting or defending any audit or other proceeding in respect of Taxes or (iv) effectuating the terms of this Agreement. The parties shall retain, and the Buyer shall cause the Company to retain, all Returns, schedules and work papers, and all material records and other documents relating thereto, until the expiration of the statute of limitation (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such returns and other documents relate and, unless such Returns and other documents are offered and delivered to the Seller or the Buyer, as applicable, until the final determination of any Tax in respect of such years. Any information obtained under this Section 10.02 shall be kept confidential, except as may be otherwise necessary in connection with filing any Return, amended return, or claim for refund, determining any Tax liability or right to refund of Taxes, or in conducting or defending any audit or other proceeding in respect of Taxes. Notwithstanding the foregoing, neither the Seller nor the Buyer, nor any of their Affiliates, shall be required unreasonably to prepare any document, or determine any information not then in its possession, in response to a request under this Section 10.02.

After the Closing Date. the Buyer and the Seller Sellers shall provide each other, and the Buyer shall cause the Company to provide the SellerSellers, with such cooperation and information relating to the Company as either party reasonably may request in (iA) filing any ReturnTax return, amended return or claim for refund, (iiB) determining any Tax liability or a right to refund of Taxes, (iiiC) conducting or defending any audit or other proceeding in respect of Taxes or (ivD) effectuating the terms of this Agreement. The parties shall retain, and the Buyer shall cause the Company to retain, all Returnsreturns, schedules and work papers, and all material records and other documents relating thereto, until the expiration of the statute of limitation (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such returns and other documents relate and, unless such Returns returns and other documents are offered and delivered to the Seller Sellers or the Buyer, as applicable, until the final determination of any Tax in respect of such years. Any information obtained under this Section 10.02 5.2 shall be kept confidential, except as may be otherwise necessary in connection with filing any ReturnTax return, amended return, or claim for refund, determining any Tax liability or right to refund of Taxes, or in conducting or defending any audit or other proceeding in respect of Taxes. Notwithstanding the foregoing, neither the Seller Sellers nor the Buyer, nor any of their Affiliatesaffiliates, shall be required unreasonably to prepare any document, or determine any information not then in its possession, in response to a request under this Section 10.025.2(f).

After the Closing Date. the Buyer and the Seller Sellers shall provide each other, and the Buyer shall cause the Company to provide the SellerSellers, with such cooperation and information relating to the Company as either party reasonably may request in (i) filing any Return, amended return Return or claim for refund, (ii) determining any Tax liability or a right to refund of Taxes, (iii) conducting or defending any audit or other proceeding in respect of Taxes or (iv) effectuating the terms of this Agreement. The parties shall retain, and the Buyer shall cause the Company to retain, all Returns, schedules and work papers, and all material records and other documents relating thereto, until the expiration of the statute of limitation limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such returns and other documents relate and, unless such Returns and other documents are offered and delivered to the Seller Sellers or the Buyer, as applicable, until the final determination of any Tax in respect of such years. Any information obtained under this Section 10.02 shall be kept confidential, except as may be otherwise necessary in connection with filing any Return, amended return, or claim for refund, determining any Tax liability or right to refund of Taxes, or in conducting or defending any audit or other proceeding in respect of Taxes. Notwithstanding the foregoing, neither the Seller Sellers nor the Buyer, nor any of their Affiliates, shall be required unreasonably to prepare any document, or determine any information not then in its possession, in response to a request under this Section 10.02.

After the Closing Date. the Buyer and the Seller shall provide each othershall, and the Buyer shall cause the Company to to, provide the Seller, each party hereto and each stockholder thereof with such cooperation and information relating to the Company and each Subsidiary as either such party reasonably may request in (i) filing any Return, amended return Return or claim for refund, (ii) determining any Tax liability or a right to refund of Taxes, (iii) or conducting or defending any audit or other proceeding in respect of Taxes or (iv) effectuating the terms of this AgreementTaxes. The parties shall retain, and the Buyer shall cause the Company and each Subsidiary to retain, retain all Returns, schedules and work papers, and all material records and other documents relating thereto, until the expiration of the statute of limitation limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such returns Returns and other documents relate and, unless such Returns and other documents are offered and delivered to the Seller or the Buyer, as applicable, until the final determination of any Tax in respect of such years. Any information obtained under this Section 10.02 6.7(b) shall be kept confidential, except as may be otherwise necessary in connection with filing any Return, amended returnReturn, or claim for refund, determining any Tax liability or right to refund of Taxes, or in conducting or defending any audit or other proceeding in respect of Taxes. Notwithstanding the foregoing, neither the Seller nor the Buyer, nor any of their Affiliatesits affiliates, shall be required unreasonably to prepare any document, or determine any information not then in its possession, in response to a request under this Section 10.026.7(b).

After the Closing Date. the Buyer and the Seller shall provide each other, and the Buyer shall cause the Company to provide the Seller, other with such cooperation and information relating to the Company Business or the Acquired Subsidiaries as either party reasonably may request in (i) filing any Tax Return (or amended Tax Return) or refund claim, amended return or claim for refund, (ii) determining any Tax liability or a right to refund of Taxesa refund, (iii) conducting or defending any audit or other proceeding in respect of Taxes or (iv) effectuating the terms of this Agreement. The parties shall retain, and the Buyer shall cause the Company to retain, all Tax Returns, schedules and schedules, work papers, and all material records papers and other material documents relating thereto, until the seventh anniversary of the Closing Date or, if later, the expiration of the any relevant statute of limitation limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such returns and other documents relate and, unless such Tax Returns and other documents are offered and delivered to the Seller Sellers or the Buyer, as applicable, until the final determination of any Tax in respect of such years. Any information obtained under this Section 10.02 6.5 shall be kept confidential, except as may be otherwise necessary in connection with filing any Tax Return (or amended Tax Return, amended return, ) or claim for refundrefund claim, determining any Tax liability or a right to refund of Taxesa refund, or in conducting or defending any audit or other proceeding in respect of TaxesTaxes or otherwise effectuating the terms of this Agreement. Notwithstanding the foregoing, neither the Seller nor the Buyer, nor any of their Affiliates, shall be required unreasonably to prepare any document, or determine any information not then in its possession, in response to a request under this Subsection 6.5.4; provided, however, no request shall be deemed unreasonable if made in response to the request of a taxing authority for information on documents not in the possession of the party receiving the request nor otherwise reasonably available to it. Nothing in this Subsection 6.5.4 shall limit (or be construed as limiting) the obligation of Seller to indemnify Buyer Indemnified Parties pursuant to Section 10.029.3.

After the Closing Date. the Buyer and the Seller shall provide each other, and the Buyer shall cause the Company Subsidiary to provide the Seller, with such cooperation and information relating to the Company business of the Seller sold to the Buyer and the Subsidiary as either party reasonably may request in (i) filing any Return (or amended Return) or refund claim, amended return or claim for refund, (ii) determining any Tax liability or a right to refund of Taxesa refund, (iii) conducting or defending any audit or other proceeding in respect of Taxes or (iv) effectuating the terms of this Agreement. The parties shall retain, and the Buyer shall cause the Company Subsidiary to retain, all Returns, schedules and schedules, work papers, and all material records papers and other material documents relating thereto, until the expiration of the any relevant statute of limitation limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such returns and other documents relate and, unless such Returns and other documents are offered and delivered to the Seller or the Buyer, as applicable, until the final determination of any Tax in respect of such years. Any information obtained under this Section 10.02 7.5(d) shall be kept confidential, except as may be otherwise necessary in connection with filing any Return (or amended Return, amended return, ) or claim for refundrefund claim, determining any Tax liability or a right to refund of Taxesa refund, or in conducting or defending any audit or other proceeding in respect of TaxesTaxes or otherwise effectuating the terms of this Agreement. Notwithstanding the foregoing, neither the Seller nor the Buyer, nor any of their respective Affiliates, shall be required unreasonably to prepare any document, or determine any information not then in its possession, in response to a request under this Section 10.027.5(d).

After the Closing Date. the Buyer and the Seller shall provide each other, and the Buyer shall cause the Company to provide the Seller, with such cooperation and information relating to the Company as either party reasonably may request in (i) filing any Return (or amended Return) or refund claim, amended return or claim for refund, (ii) determining any Tax liability or a right to refund of Taxesa refund, (iii) conducting or defending any audit or other proceeding in respect of Taxes or (iv) effectuating the terms of this Agreement. The parties shall retain, and the Buyer shall cause the Company to retain, all Returns, schedules and schedules, work papers, and all material records papers and other material documents relating thereto, until the expiration of the any relevant statute of limitation limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such returns and other documents relate and, unless such Returns and other documents are offered and delivered to the Seller or the Buyer, as applicable, until the final determination of any Tax in respect of such years. Any information obtained under this Section 10.02 7.5 shall be kept confidential, except as may be otherwise necessary in connection with filing any Return (or amended Return, amended return, ) or claim for refundrefund claim, determining any Tax liability or a right to refund of Taxesa refund, or in conducting or defending any audit or other proceeding in respect of TaxesTaxes or otherwise effectuating the terms of this Agreement. Notwithstanding the foregoing, neither the Seller nor the Buyer, nor any of their Affiliates, shall be required unreasonably to prepare any document, or determine any information not then in its possession, in response to a request under this Section 10.027.5(e).

After the Closing Date. the Buyer and the Seller shall provide each other, and the Buyer shall cause the Company to provide the Seller, with such cooperation and information relating to the Company as either party reasonably may request in (i) filing any Tax Return (or amended Tax Return) or refund claim, amended return or claim for refund, (ii) determining any Tax liability or a right to refund of Taxesa refund, (iii) conducting or defending any audit or other proceeding in respect of Taxes or (iv) effectuating the terms of this Agreement. The parties shall retain, and the Buyer shall cause the Company to retain, all Tax Returns, schedules and schedules, work papers, and all material records papers and other material documents relating thereto, until the expiration of the any relevant statute of limitation limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such returns and other documents relate and, unless such Tax Returns and other documents are offered and delivered to the Seller or the Buyer, as applicable, until the final determination of any Tax in respect of such years. Any information obtained under this Section 10.02 5.4(i) shall be kept confidential, except as may be otherwise necessary in connection with filing any Tax Return (or amended Tax Return, amended return, ) or claim for refundrefund claim, determining any Tax liability or a right to refund of Taxesa refund, or in conducting or defending any audit or other proceeding in respect of TaxesTaxes or otherwise effectuating the terms of this Agreement. Each party shall make available to the other party (and the Buyer also shall cause the Company to make available to the Seller), on a timely basis, the most appropriate personnel to satisfy the obligations under this Section 5.4(i) at no cost to the requesting party. Notwithstanding the foregoing, neither the Seller nor the Buyer, nor any of their respective Affiliates, shall be required unreasonably to prepare any document, or determine any information not then in its possession, in response to a request under this Section 10.025.4(i); provided, however, no request shall be deemed unreasonable if made in response to the request of a taxing authority for information or documents not in the possession of the requested party nor otherwise reasonably available to it.