Common use of Cooperation and Information Sharing Clause in Contracts

Cooperation and Information Sharing. (a) A4S and the Surviving Corporation, on the one hand, and the Shareholders on the other hand, will cooperate with each other in defending or prosecuting any action, suit, proceeding, investigation or audit of the other relating to each Target’s Tax Returns for all periods up to and including the Closing Date and any audit of A4S, the Surviving Corporation, the Shareholders or the Targets with respect to the sales, transfer and similar transactions contemplated by this Agreement. A4S, the Surviving Corporation and the Shareholders shall respond to all reasonable inquiries related to such matters and to provide, to the extent possible, substantiation of transactions and make available and furnish appropriate documents and personnel in connection therewith. (b) For a period of seven years after the Closing Date (or such longer period as may be required by any governmental agency or ongoing legal proceeding), none of A4S, the Surviving Corporation or the Shareholders shall dispose of or destroy any of the business records and files of the Business, without first giving the others thirty days’ written notice, who then shall have the right, at their option and expense, to take possession of the records and files. Each party shall allow the others and their representatives access to all business records and files of the Business, during regular business hours and upon reasonable notice at such other party’s principal place of business or at any location where such records are stored, and the parties shall have the right, each at its own expense, to make copies of any such records and files.

Cooperation and Information Sharing. (a) A4S Whitney and the Surviving Corporation, on the one hand, and the Shareholders Company and Sellers, on the other hand, will cooperate with each other in defending or prosecuting any action, suit, proceeding, investigation or audit of the other relating to each Target’s the Company's Tax Returns for all periods up to and including the Closing Date and any audit of A4SWhitney, the Surviving Corporation, the Shareholders Company or the Targets Sellers with respect to the sales, transfer and similar transactions contemplated by this Agreement. A4SWhitney, the Surviving Corporation Corporation, the Company and the Shareholders Sellers shall respond to all reasonable inquiries related to such matters and to provide, to the extent possible, substantiation of transactions and make available and furnish appropriate documents and personnel in connection therewith. (b) For a period of seven years after the Closing Date (or such longer period as may be required by any governmental agency or ongoing legal proceeding), none of A4SWhitney, the Surviving Corporation the Company or the Shareholders Sellers shall dispose of or destroy any of the business records and files of the Business, without first giving the others other thirty days’ ' written notice, who then shall have the right, at their its option and expense, to take possession of the records and files. Each party shall allow the others other and their its representatives access to all business records and files of the Business, during regular business hours and upon reasonable notice at such other party’s 's principal place of business or at any location where such records are stored, and the parties shall have the right, each at its own expense, to make copies of any such records and files.