Common use of Cooperation and Records Retention Clause in Contracts

Cooperation and Records Retention. Seller and Buyer shall (i) each provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies to provide Seller, with such assistance as may reasonably be requested by any of them in connection with the preparation of any Tax Return, audit or other examination by any Taxing Authority or judicial or administrative proceedings relating to liability for taxes, which the other party may be liable for, (ii) each retain and provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies to retain and provide Seller, with any records or other information which may be relevant to such Tax Return, audit or examination, proceeding or determination, and (iii) each 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 such Tax Return of the other for any period. Without limiting the generality of the foregoing, Buyer shall retain, and shall cause BGH Holdings, BRH Holdings and the Companies 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 which 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. In the event that a party fails to reasonably comply with any request by the other to provide any assistance, records, information or other items contemplated by this Section 8.07 (b), the requesting party shall have the right, in addition to any other remedies which it might have under this Agreement or under Law, to retain (at the other party's expense) such accountants, attorneys or other advisors as reasonably necessary for the purpose of conducting an audit of the books and records of the other party or its Affiliates, as applicable, in order to obtain such requested assistance, records, information or other items.

Cooperation and Records Retention. The Seller Representative and the Buyer shall (i) each provide the other, and the Buyer shall cause BGH Holdings, BRH Holdings and the Companies LPT to provide Sellerthe Seller Representative, with such assistance as may be reasonably be requested by any of them in connection with the preparation of any Tax Return, audit audit, or other examination by any Taxing Authority or judicial or administrative proceedings relating to liability for taxes, which the other party may be liable forTaxes, (ii) each retain and provide the other, and the Buyer shall cause BGH Holdings, BRH Holdings and the Companies LPT to retain and provide Sellerthe Seller Representative with, with any records or other information which that may be relevant to such Tax Return, audit or examination, proceeding proceeding, or determination, and (iii) each provide the other with any final determination of any such audit or examination, proceeding proceeding, or determination that affects any amount required to be shown on any such Tax Return of the other LPT for any period. Without limiting the generality of the foregoing, the Buyer shall retain, and shall cause BGH Holdings, BRH Holdings and the Companies LPT to retain, and the Seller Representative shall retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all Tax Returns, supporting work schedules schedules, and other records or information which that may be relevant to such returns for all tax 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 Party with a reasonable opportunity to review and copy the same. In Each Party shall bear its own expenses in complying with the event that a party fails to reasonably comply with any request by the other to provide any assistance, records, information or other items contemplated by this Section 8.07 (b), the requesting party shall have the right, in addition to any other remedies which it might have under this Agreement or under Law, to retain (at the other party's expense) such accountants, attorneys or other advisors as reasonably necessary for the purpose of conducting an audit of the books and records of the other party or its Affiliates, as applicable, in order to obtain such requested assistance, records, information or other itemsforegoing provisions.

Cooperation and Records Retention. The Seller Representative and the Buyer shall (i) each provide the other, and the Buyer shall cause BGH Holdings, BRH Holdings and the Companies each Opto-tech Entity to provide Sellerthe Seller Representative, with such assistance as may be reasonably be requested by any of them in connection with the preparation of any Tax Return, audit audit, or other examination by any Taxing Authority or judicial or administrative proceedings relating to liability for taxes, which the other party may be liable forTaxes, (ii) each retain and provide the other, and the Buyer shall cause BGH Holdings, BRH Holdings and the Companies each Opto-tech Entity to retain and provide Sellerthe Seller Representative with, with any records or other information which that may be relevant to such Tax Return, audit or examination, proceeding proceeding, or determination, and (iii) each provide the other with any final determination of any such audit or examination, proceeding proceeding, or determination that affects any amount required to be shown on any such Tax Return of the other any Opto-tech Entity for any period. Without limiting the generality of the foregoing, the Buyer shall retain, and shall cause BGH Holdings, BRH Holdings and the Companies each Opto-tech Entity to retain, and the Seller Representative shall retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all Tax Returns, supporting work schedules schedules, and other records or information which that may be relevant to such returns for all tax 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 Party with a reasonable opportunity to review and copy the same. In Each Party shall bear its own expenses in complying with the event that a party fails to reasonably comply with any request by the other to provide any assistance, records, information or other items contemplated by this Section 8.07 (b), the requesting party shall have the right, in addition to any other remedies which it might have under this Agreement or under Law, to retain (at the other party's expense) such accountants, attorneys or other advisors as reasonably necessary for the purpose of conducting an audit of the books and records of the other party or its Affiliates, as applicable, in order to obtain such requested assistance, records, information or other itemsforegoing provisions.

Cooperation and Records Retention. Seller and Buyer shall (i) each provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies to provide Seller, other with such assistance as may reasonably be requested by any of them in connection with the preparation of any Tax ReturnReturns, or in connection with any audit or other examination by any Taxing Authority taxing authority or any judicial or administrative proceedings relating to liability for taxes, which the other party may be liable forTaxes, (ii) each retain and provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies to retain and provide Seller, with any records or other information which may be relevant to any such Tax Return, audit or examination, proceeding or determination, and (iii) each 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 such Tax Return of the other for any period. Without limiting the generality of the foregoing, Seller and Buyer shall retain, and shall cause BGH Holdings, BRH Holdings and the Companies to retain, and Seller shall retain, until the applicable statutes statute of limitations (including any extensions) have expired, copies of all Tax Returns, supporting work schedules and other records or information which may be relevant to such returns Tax 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. In Buyer shall keep the event that a party fails to reasonably comply with any request by original copies of the other to provide any assistancerecords and, records, information or other items contemplated by this Section 8.07 (b), the requesting party shall have the right, in addition to any other remedies which it might have under this Agreement or under Law, to retain (at the other partySeller's expense) such accountants, attorneys or other advisors as reasonably necessary for the purpose of conducting an audit shall provide copies of the books and records of the other party or its Affiliates, as applicable, in order to obtain such requested assistance, records, information or other itemsSeller upon Seller's request.

Cooperation and Records Retention. The Seller Parties, the Seller Party Representative, and Buyer shall (i) each provide the other, and Buyer shall cause BGH Holdings, BRH Holdings the Company to provide the Seller Parties and the Companies to provide SellerSeller Party Representative, with such assistance as may be reasonably be requested by any of them in connection with the preparation of any Tax Return, audit audit, or other examination by any Taxing Authority or judicial or administrative proceedings relating to liability for taxes, which the other party may be liable forTaxes, (ii) each retain and provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies Company to retain and provide Sellerthe Seller Parties and the Seller Party Representative with, with any records or other information which that may be relevant to such Tax Return, audit or examination, proceeding proceeding, or determination, and (iii) each provide the other others with any final determination of any such audit or examination, proceeding proceeding, or determination that affects any amount required to be shown on any such Tax Return of the other Company for any period. Without limiting the generality of the foregoing, Buyer shall retain, and shall cause BGH Holdings, BRH Holdings and the Companies Company to retain, and the Seller Parties and the Seller Party Representative 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 which that may be relevant to such returns for all tax 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 parties hereto with a reasonable opportunity to review and copy the same. In Each party hereto shall bear its own expenses in complying with the event that a party fails to reasonably comply with any request by the other to provide any assistance, records, information or other items contemplated by this Section 8.07 (b), the requesting party shall have the right, in addition to any other remedies which it might have under this Agreement or under Law, to retain (at the other party's expense) such accountants, attorneys or other advisors as reasonably necessary for the purpose of conducting an audit of the books and records of the other party or its Affiliates, as applicable, in order to obtain such requested assistance, records, information or other itemsforegoing provisions.

Cooperation and Records Retention. Seller The Shareholders’ Representative and Buyer the Parent shall (i) each provide the other, and Buyer the Parent shall cause BGH Holdings, BRH Holdings and the Companies Surviving Corporation to provide Sellerthe Shareholders’ Representative, with such assistance as may be reasonably be requested by any of them in connection with the preparation of any Tax Return, audit audit, or other examination by any Taxing Authority taxing authority or judicial or administrative proceedings relating to liability for taxes, which the other party may be liable forTaxes, (ii) each retain and provide the other, and Buyer the Parent shall cause BGH Holdings, BRH Holdings and the Companies Surviving Corporation to retain and provide Sellerthe Shareholders’ Representative with, with any records or other information which maintained in the ordinary course of business consistent with past practices that may be relevant to such Tax Return, audit or examination, proceeding proceeding, or determination, and (iii) each provide the other with any final determination of any such audit or examination, proceeding proceeding, or determination that affects any amount required to be shown on any such Tax Return of the other Company for any period. Without limiting the generality of the foregoing, Buyer the Parent shall retain, and shall cause BGH Holdings, BRH Holdings and the Companies Surviving Corporation 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 schedules, and other material records or information which that may be relevant to such returns for all tax 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 Shareholders’ Representative with a reasonable opportunity to review and copy the same. In Each Party shall bear its own expenses in complying with the event that a party fails to reasonably comply with any request by the other to provide any assistance, records, information or other items contemplated by foregoing provisions of this Section 8.07 (b6.10(a), the requesting party shall have the right, in addition to any other remedies which it might have under this Agreement or under Law, to retain (at the other party's expense) such accountants, attorneys or other advisors as reasonably necessary for the purpose of conducting an audit of the books and records of the other party or its Affiliates, as applicable, in order to obtain such requested assistance, records, information or other items.

Cooperation and Records Retention. Seller (a) Seller, Parent and Buyer shall (i) each provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies to provide Seller, other with such assistance as may reasonably be requested by any of them in connection with the preparation of any Tax Returnreturns, or in connection with any audit or other examination by any Taxing Authority taxing authority or any judicial or administrative proceedings relating to liability for taxesTaxes, which the other party may be liable forany financial audits or securities filings, (ii) each retain and provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies to retain and provide Seller, other with any records or other information which may be relevant to any such Tax Returnreturn, audit or examination, proceeding or determination, or securities filing and (iii) each 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 such Tax Return return or in any securities filing of the other for any period. Without limiting the generality of the foregoing, Seller, Parent and Buyer shall retain, and shall cause BGH Holdings, BRH Holdings and the Companies to retain, and Seller shall retain, until the applicable statutes statute of limitations (including any extensions) have expired, copies of all Tax Returnsreturns, supporting work schedules and other records or information which may be relevant to such Tax 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. In Buyer shall keep the event that a party fails original copies of the records and, at Seller's expense, shall provide copies of the records to reasonably comply with any request by the other to provide any assistance, records, information or other items contemplated by this Section 8.07 Seller upon Seller's request. (b)) Upon the written request of Buyer, Parent and Seller shall provide management representation letters to Buyer's accountants relating to the requesting party shall have Business for such periods ending on or prior to the right, in addition to any other remedies which it might have under this Agreement or under Law, to retain (at the other party's expense) such accountants, attorneys or other advisors Closing Date as reasonably necessary for the purpose of conducting an audit of the books and records of the other party or its Affiliates, as applicable, in order to obtain such requested assistance, records, information or other itemsmay be requested.

Cooperation and Records Retention. Seller The Securities Holders Representative and Buyer the Parent shall (i) each provide the other, and Buyer the Parent shall cause BGH Holdings, BRH Holdings the Surviving Corporation and the Companies Subsidiaries to provide Sellerthe Securities Holders Representative, with such assistance as may be reasonably be requested by any of them in connection with the preparation of any Tax Return, audit audit, or other examination by any Taxing Authority or judicial or administrative proceedings relating to liability for taxes, which the other party may be liable forTaxes, (ii) each retain and provide the other, and Buyer the Parent shall cause BGH Holdings, BRH Holdings the Surviving Corporation and the Companies Subsidiaries to retain and provide Sellerthe Securities Holders Representative with, with any records or other information which that may be relevant to such Tax Return, audit or examination, proceeding proceeding, or determination, and (iii) each provide the other with any final determination of any such audit or examination, proceeding proceeding, or determination that affects any amount required to be shown on any such Tax Return of the other or the Surviving Corporation or the Subsidiaries for any period. Without limiting the generality of the foregoing, Buyer the Parent shall retain, and shall cause BGH Holdings, BRH Holdings and the Companies Surviving Corporation to retain, and Seller the Securities Holders Representative shall retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all Tax Returns, supporting work schedules schedules, and other records or information which that may be relevant to such returns Tax Returns for all tax 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 Party with a reasonable opportunity to review and copy the same. In Each Party shall bear its own expenses in complying with the event that a party fails to reasonably comply with any request by the other to provide any assistance, records, information or other items contemplated by this Section 8.07 (b), the requesting party shall have the right, in addition to any other remedies which it might have under this Agreement or under Law, to retain (at the other party's expense) such accountants, attorneys or other advisors as reasonably necessary for the purpose of conducting an audit of the books and records of the other party or its Affiliates, as applicable, in order to obtain such requested assistance, records, information or other itemsforegoing provisions.

Cooperation and Records Retention. Seller The Representative and Buyer the Parent shall (ia) each provide the other, and Buyer the Parent shall cause BGH Holdings, BRH Holdings and the Companies Company to provide Sellerthe Representative, with such assistance as may be reasonably be requested by any of them in connection with the preparation of any Tax Return, audit audit, or other examination by any Taxing Authority taxing authority or judicial or administrative proceedings relating to liability for taxes, which the other party may be liable forTaxes, (iib) each retain and provide the other, and Buyer the Parent shall cause BGH Holdings, BRH Holdings and the Companies Company to retain and provide Sellerthe Representative with, with any records or other information which that may be relevant to such Tax Return, audit or examination, proceeding proceeding, or determination, and (iiic) each provide the other with any final determination of any such audit or examination, proceeding proceeding, or determination that affects any amount required to be shown on any such Tax Return of the other Company for any period. Without limiting the generality of the foregoing, Buyer the Parent shall retain, and shall cause BGH Holdings, BRH Holdings and the Companies 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 schedules, and other records or information which that may be relevant to such returns for all tax 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 Representative with a reasonable opportunity to review and copy the same. In Each Party shall bear its own expenses in complying with the event foregoing provisions of this Section 11.3, provided that a party fails to reasonably comply the Parent shall pay the expenses incurred in connection with any request Tax Return prepared or caused to be prepared by the other Representative up to provide any assistance, records, information or other items contemplated by this Section 8.07 (b), the requesting party shall have amount accrued on the right, in addition to any other remedies which it might have under this Agreement or under Law, to retain (at the other party's expense) such accountants, attorneys or other advisors as reasonably necessary Closing Balance Sheet for the purpose cost of conducting an audit of the books and records of the other party or its Affiliates, as applicable, in order to obtain preparing such requested assistance, records, information or other itemsTax Returns.

Cooperation and Records Retention. Seller The Interested Holders Representative and Buyer shall Parent will: (i) each provide the other, and Buyer shall Parent will cause BGH Holdings, BRH Holdings and the Companies Surviving Corporation to provide Sellerthe Interested Holders Representative, with such assistance as may be reasonably be requested by any of them in connection with the preparation of any Tax Return, audit audit, or other examination by any Taxing Authority or judicial or administrative proceedings relating to liability for taxes, which the other party may be liable for, Taxes, (ii) each retain and provide the other, and Buyer shall Parent will cause BGH Holdings, BRH Holdings and the Companies Surviving Corporation to retain and provide Sellerthe Interested Holders Representative with, with any records or other information which that may reasonably be relevant to such Tax Return, audit or examination, proceeding proceeding, or determination, and and (iii) each provide the other with any final determination of any such audit or examination, proceeding proceeding, or determination that affects any amount required to be shown on any such Tax Return of the other or the Surviving Corporation for any period. Without limiting the generality of the foregoing, Buyer shall Parent will retain, and shall will cause BGH Holdings, BRH Holdings and the Companies Surviving Corporation to retain, and Seller shall the Interested Holders Representative will retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all Tax Returns, supporting work schedules schedules, and other records or information which that may be relevant to such returns Tax Returns for all tax Tax periods or portions thereof ending before or including the Closing Date and shall will not destroy or otherwise dispose of any such records without first providing the other party Party with a reasonable opportunity to review and copy the same. In Each Party will bear its own expenses in complying with the event that a party fails to reasonably comply with any request by the other to provide any assistance, records, information or other items contemplated by this Section 8.07 (b), the requesting party shall have the right, in addition to any other remedies which it might have under this Agreement or under Law, to retain (at the other party's expense) such accountants, attorneys or other advisors as reasonably necessary for the purpose of conducting an audit of the books and records of the other party or its Affiliates, as applicable, in order to obtain such requested assistance, records, information or other itemsforegoing provisions.

Cooperation and Records Retention. Seller and Buyer Purchaser shall (i) each provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies to provide Seller, other with such assistance as may reasonably be requested by any of them in connection with the preparation of any Tax ReturnReturns, or in connection with any audit or other examination by any Taxing Authority taxing authority or any judicial or administrative proceedings relating to liability for taxes, which the other party may be liable forTaxes, (ii) each retain and provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies to retain and provide Seller, with any records or other information which may be relevant to any such Tax Return, audit or examination, proceeding or determination, and (iii) each 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 such Tax Return of the other for any period. Without limiting the generality of the foregoing, Buyer shall retain, Seller and shall cause BGH Holdings, BRH Holdings and the Companies to retain, and Seller Purchaser shall retain, until the all applicable statutes of limitations (including any extensionsextensions thereof) have expired, copies of all Tax Returns, supporting work schedules and other records or information which may be relevant to such returns Tax Returns for all tax periods or portions thereof ending before or including the Time of 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. In Purchaser shall keep the event that a party fails to reasonably comply with any request by original copies of the other to provide any assistancerecords at its facilities, recordsif applicable, information or other items contemplated by this Section 8.07 (b)and, the requesting party shall have the right, in addition to any other remedies which it might have under this Agreement or under Law, to retain (at the other partySeller's expense) , shall provide to Seller copies of such accountants, attorneys or other advisors Records as Seller may reasonably necessary for the purpose of conducting an audit of the books and records of the other party or its Affiliates, as applicable, in order to obtain such requested assistance, records, information or other itemsrequest.

Cooperation and Records Retention. Seller The Sellers and the Buyer shall (i) each provide the other, and the Buyer shall cause BGH Holdings, BRH Holdings and the Acquired Companies to provide Sellerthe Sellers, with such assistance as may be reasonably be requested by any of them in connection with the preparation of any Tax Return, audit audit, or other examination by any Taxing Authority taxing authority or judicial or administrative proceedings relating to liability for taxes, which the other party may be liable forTaxes, (ii) each retain and provide the other, and the Buyer shall cause BGH Holdings, BRH Holdings and the Acquired Companies to retain and provide Sellerthe Sellers with, with any records or other information which that may be relevant to such Tax Return, audit or examination, proceeding proceeding, or determination, and (iii) each provide the other with any final determination of any such audit or examination, proceeding proceeding, or determination that affects any amount required to be shown on any such Tax Return of the other or the Acquired Companies for any period. Without limiting the generality of the foregoing, the Buyer shall retain, and shall cause BGH Holdings, BRH Holdings and the Acquired Companies to retain, and Seller the Sellers' Representative (on behalf of all Sellers) shall retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all Tax Returns, supporting work schedules schedules, and other records or information which that may be relevant to such returns for all tax 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. In the event that a party fails to reasonably comply with any request by the other to provide any assistance, records, information or other items contemplated by this Section 8.07 (b), the requesting Each party shall have bear its own expenses in complying with the right, in addition to any other remedies which it might have under this Agreement or under Law, to retain (at the other party's expense) such accountants, attorneys or other advisors as reasonably necessary for the purpose of conducting an audit of the books and records of the other party or its Affiliates, as applicable, in order to obtain such requested assistance, records, information or other itemsforegoing provisions.

Cooperation and Records Retention. Seller Company, Principal Stockholders, Merger Sub and Buyer Purchaser each shall (i) each provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies to provide Seller, other with such assistance as may reasonably be requested by any either of them in connection with the preparation of any Tax Return, audit audit, or other examination by any Taxing Authority or judicial or administrative proceedings relating to liability for taxes, which the other party may be liable for, any Taxes; (ii) each retain and provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies to retain and provide Seller, other with any records or other information which that may be relevant to such Tax Return, audit or examination, proceeding or determination, and ; (iii) each provide the other with any final determination of any such audit or examination, proceeding proceeding, or determination that affects any amount required to be shown on any such Tax Return of the other for any period. Without limiting ; and (iv) cooperate with respect to closing the generality books of Company and filing a Tax Return for Company as of the foregoing, Buyer Closing Date. The party requesting any such assistance or information shall retain, bear all of the out-of-pocket costs and shall cause BGH Holdings, BRH Holdings expenses reasonably incurred in connection with providing such assistance or information. Company and the Companies Principal Stockholders, as agreed to retainin the Principal Stockholders Agreement and Knowledge Certificate, shall (A) retain all books and Seller shall retain, records with respect to Tax matters pertinent to Company relating to any taxable period beginning before the Closing Date until the applicable statutes expiration of the statue of limitations (including and, to the extent notified by Purchaser or Principal Stockholders, any extensionsextensions thereof) have expiredof the respective taxable periods, and abide by all record retention agreements entered into with any Taxing Authority, (B) upon the request of the other parties, provided, at such other parties’ sole cost and expense, copies of all Tax Returnssuch books and records, supporting work schedules and (C) give the other records parties reasonable written notice prior to transferring, destroying or information which 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 discarding any such books and records without first providing and, if any of the other party with a reasonable opportunity to review and copy the same. In the event that a party fails to reasonably comply with any request by the other to provide any assistanceparties so request, records, information or other items contemplated by this Section 8.07 (b), shall allow the requesting party shall have the right, in addition to any other remedies which it might have under this Agreement or under Law, to retain (at the other party's expense) take possession of such accountants, attorneys or other advisors as reasonably necessary for the purpose of conducting an audit of the books and records of the other party or its Affiliates, as applicable, in order to obtain such requested assistance, records, information or other items.

Cooperation and Records Retention. Seller and Buyer shall (i) each provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies Company to provide Seller, with such assistance as may be reasonably be requested by any of them in connection with the preparation of any Tax ReturnReturn in accordance with Section 7.4(b), audit audit, or other examination by any Taxing Governmental Authority or judicial or administrative proceedings relating to liability Liability for taxesTaxes, which the other party may be liable forin each case for any Pre-Closing Tax Period or Straddle Period, (ii) each retain and provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies Company to retain and provide SellerSeller with, with any records or other information which that may be relevant to such Tax Return, audit or examination, proceeding proceeding, or determination, and (iii) each provide the other with any final determination of any such audit or examination, proceeding proceeding, or determination that affects any amount required to be shown on any such Tax Return of the other Company for any periodPre-Closing Tax Period or Straddle Period. Without limiting the generality of the foregoing, Buyer shall retain, and shall cause BGH Holdings, BRH Holdings and the Companies 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 which that may be relevant to such returns for all tax 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. In the event that a party fails to reasonably comply with any request by the other to provide any assistance, records, information or other items contemplated by this Section 8.07 (b), the requesting party shall have the right, in addition to any other remedies which it might have under this Agreement or under Law, to retain (at the other party's expense) such accountants, attorneys or other advisors as reasonably necessary for the purpose of conducting an audit of the books and records of the other party or its Affiliates, as applicable, in order to obtain such requested assistance, records, information or other itemsDate.

Cooperation and Records Retention. The Seller and the Buyer shall (i) each provide the other, and the Buyer shall cause BGH Holdings, BRH Holdings and the Acquired Companies to provide the Seller, with such assistance as may be reasonably be requested by any of them in connection with the preparation of any Tax Return, audit audit, or other examination by any Taxing Authority taxing authority or judicial or administrative proceedings relating to liability for taxes, which the other party may be liable for, Taxes and (ii) each retain and provide the other, and the Buyer shall cause BGH Holdings, BRH Holdings and the Acquired Companies to retain and provide Sellerthe Seller with, with any records or other information which that may be relevant to such Tax Return, audit or examination, proceeding proceeding, or determination, and (iii) each provide the other with any final determination of any such audit or examination, proceeding proceeding, or determination that affects any amount required to be shown on any such Tax Return of the other or the Acquired Companies for any periodperiod ending before, or including, the Closing Date. Without limiting the generality of the foregoing, the Buyer shall retain, and shall cause BGH Holdings, BRH Holdings and the Acquired Companies to retain, and the Seller shall retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all Tax Returns, supporting work schedules schedules, and other records or information which that may be relevant to such returns for all tax 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. In the event that a party fails to reasonably comply with any request by the other to provide any assistance, records, information or other items contemplated by this Section 8.07 (b), the requesting Each party shall have bear its own expenses in complying with the right, in addition to any other remedies which it might have under this Agreement or under Law, to retain (at the other party's expense) such accountants, attorneys or other advisors as reasonably necessary for the purpose of conducting an audit of the books and records of the other party or its Affiliates, as applicable, in order to obtain such requested assistance, records, information or other itemsforegoing provisions.

Cooperation and Records Retention. Seller Seller, Parent and Buyer shall (i) --------------------------------- each provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies to provide Seller, other with such assistance as may reasonably be requested by any of them in connection with the preparation of any Tax ReturnReturns, or in connection with any audit or other examination by any Taxing Authority taxing authority or any judicial or administrative proceedings relating to liability for taxes, which the other party may be liable forTaxes, (ii) each retain and provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies to retain and provide Seller, with any records or other information which may be relevant to any such Tax Return, audit or examination, proceeding or determination, and (iii) each 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 such Tax Return of the other for any period. Without limiting the generality of the foregoing, Seller, Parent and Buyer shall retain, and shall cause BGH Holdings, BRH Holdings and the Companies to retain, and Seller shall retain, until the applicable statutes statute of limitations (including any extensions) have expired, copies of all Tax Returns, supporting work schedules and other records or information which may be relevant to such returns Tax 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. In Buyer shall keep the event that a party fails to reasonably comply with any request by original copies of the other to provide any assistancerecords and, records, information or other items contemplated by this Section 8.07 (b), the requesting party shall have the right, in addition to any other remedies which it might have under this Agreement or under Law, to retain (at the other partySeller's expense) such accountants, attorneys or other advisors as reasonably necessary for the purpose of conducting an audit shall provide copies of the books and records of the other party or its Affiliates, as applicable, in order to obtain such requested assistance, records, information or other itemsSeller upon Seller's request.

Cooperation and Records Retention. Seller and Buyer Purchaser ------------- --------------------------------- shall (i) each provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies to provide Seller, other with such assistance as may reasonably be requested by any of them in connection with the preparation of any Tax return, statement, report, form or other document (hereinafter collectively a "Tax Return"), or in connection with any audit or other examination by any Taxing Authority taxing authority or any judicial or administrative proceedings relating to liability for taxes, which the other party may be liable forTaxes, (ii) each retain and provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies to retain and provide Seller, with any records or other information which may be relevant to any such Tax Return, audit or examination, proceeding or determination, and (iii) each 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 such Tax Return of the other for any period. Without limiting the generality of the foregoing, Buyer shall retain, Seller and shall cause BGH Holdings, BRH Holdings and the Companies to retain, and Seller Purchaser shall retain, until the applicable statutes statute of limitations (including any extensions) have expired, copies of all Tax Returns, supporting work schedules and other records or information which may be relevant to such returns Tax Returns for all tax periods or portions thereof ending before or including the Time of 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. In Seller shall keep the event that a party fails original copies of such records relating to reasonably comply with any request by the other to provide any assistanceSeller, as well as all books of accounts, general ledgers, sales invoices, accounts payable and payroll records, information or drawings, files, papers, and all other items contemplated by this Section 8.07 records (b)the "Records") at its facility in California and, the requesting party shall have the right, in addition to any other remedies which it might have under this Agreement or under Law, to retain (at the other partySeller's expense) such accountants, attorneys or other advisors as reasonably necessary for the purpose of conducting an audit shall promptly provide complete copies of the books Records to Purchaser upon Purchaser's request and records of the other party or its Affiliates, as applicable, in order to obtain such requested assistance, records, information or other itemsshall make all Records available for inspection at any time upon Purchaser's request.

Cooperation and Records Retention. Seller Sellers’ Representative and Buyer shall (i) each provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies each Acquired Company to provide Sellerthe Sellers and Sellers’ Representative, with such assistance as may be reasonably be requested by any the other party (at the reasonable expense of them such other party) in connection with the preparation of any Tax Return, audit audit, or other examination by any Taxing Authority or judicial or administrative proceedings relating to liability for taxes, which the other party may be liable forTaxes, (ii) each retain and provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Acquired Companies to retain and provide SellerSellers’ Representative with, with any records or other information which that may be relevant to such Tax Return, audit or examination, proceeding proceeding, or determination; provided that Buyer and Sellers’ Representative may make reasonable redactions to preserve confidential information, and (iii) each provide the other with any final determination of any such audit or examination, proceeding proceeding, or determination that affects any amount required to be shown on any such Tax Return of the other Buyer or any Seller (as applicable) or any Acquired Company for any period. Without limiting the generality of the foregoingimmediately preceding sentence, Buyer shall retain, and shall cause BGH Holdings, BRH Holdings and the Companies each Acquired Company to retain, and Seller the Sellers’ Representative shall retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all Tax Returns, supporting work schedules Returns for Pre-Closing Tax Periods and other records or information which may be relevant to such returns for all tax periods or portions thereof ending before or including the Closing Date related workpapers and shall not destroy or otherwise dispose of any such records without first providing the other party Party (either Buyer or Sellers’ Representative, as applicable) with a reasonable opportunity to review and copy the same. In the event that a party fails to reasonably comply with any request by the other to provide any assistance, records, information or other items contemplated by this Section 8.07 (b), the requesting party shall have the right, in addition to any other remedies which it might have under this Agreement or under Law, to retain (at the other party's expense) such accountants, attorneys or other advisors as reasonably necessary for the purpose of conducting an audit of the books and records of the other party or its Affiliates, as applicable, in order to obtain such requested assistance, records, information or other items.

Cooperation and Records Retention. Seller Seller, Parent and Buyer shall (i) each provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies to provide Seller, other with such assistance as may reasonably be requested by any of them in connection with the preparation of any Tax ReturnReturns, or in connection with any audit or other examination by any Taxing Authority taxing authority or any judicial or administrative proceedings relating to liability for taxes, which the other party may be liable forTaxes, (ii) each retain and provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies to retain and provide Seller, with any records or other information which may be relevant to any such Tax Return, audit or examination, proceeding or determination, and (iii) each 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 such Tax Return of the other for any period. Without limiting the generality of the foregoing, Seller, Parent and Buyer shall retain, and shall cause BGH Holdings, BRH Holdings and the Companies to retain, and Seller shall retain, until the applicable statutes statute of limitations (including any extensions) have expired, copies of all Tax Returns, supporting work schedules and other records or information which may be relevant to such returns Tax 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. In Buyer shall keep the event that a party fails to reasonably comply with any request by original copies of the other to provide any assistancerecords and, records, information or other items contemplated by this Section 8.07 (b), the requesting party shall have the right, in addition to any other remedies which it might have under this Agreement or under Law, to retain (at the other partySeller's expense) such accountants, attorneys or other advisors as reasonably necessary for the purpose of conducting an audit shall provide copies of the books and records of the other party or its Affiliates, as applicable, in order to obtain such requested assistance, records, information or other itemsSeller upon Seller's request.

Cooperation and Records Retention. Seller and Buyer shall (i) --------------------------------- each provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies to provide Seller, other with such assistance as may reasonably be requested by any of them in connection with the preparation of any Tax ReturnReturns, or in connection with any audit or other examination by any Taxing Authority taxing authority or any judicial or administrative proceedings relating to liability for taxes, which the other party may be liable forTaxes, (ii) each retain and provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies to retain and provide Seller, with any records or other information which may be relevant to any such Tax Return, audit or examination, proceeding or determination, and (iii) each 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 such Tax Return of the other for any period. Without limiting the generality of the foregoing, Seller and Buyer shall retain, and shall cause BGH Holdings, BRH Holdings and the Companies to retain, and Seller shall retain, until the applicable statutes statute of limitations (including any extensions) have expired, copies of all Tax Returns, supporting work schedules and other records or information which may be relevant to such returns Tax 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. In Buyer shall keep the event that a party fails to reasonably comply with any request by original copies of the other to provide any assistancerecords and, records, information or other items contemplated by this Section 8.07 (b), the requesting party shall have the right, in addition to any other remedies which it might have under this Agreement or under Law, to retain (at the other partySeller's expense) such accountants, attorneys or other advisors as reasonably necessary for the purpose of conducting an audit shall provide copies of the books and records of the other party or its Affiliates, as applicable, in order to obtain such requested assistance, records, information or other itemsSeller upon Seller's request.

Cooperation and Records Retention. Seller and Buyer Purchaser shall (i) each provide the other, and Buyer Purchaser shall cause BGH Holdings, BRH Holdings and the Companies Division Subsidiaries to provide Seller, with such assistance as may reasonably be requested by any of them in connection with the preparation of any Tax Return, audit audit, or other examination by any Taxing Authority taxing authority or judicial or administrative proceedings relating to liability for taxesTaxes (it being understood that, which without limiting the other party may be liable forgenerality of the foregoing, Seller shall, within 10 days after the filing of Seller's federal corporate income 63 70 tax return for 1995, but in no event later than October 1, 1996, provide Purchaser with a statement setting forth in reasonable detail a computation, under the federal income tax laws of the United States, of the current and accumulated earnings and profits of the Division Subsidiary as of the Closing Date), (ii) each retain and provide the other, and Buyer Purchaser shall retain and cause BGH Holdings, BRH Holdings and the Companies Division Subsidiaries to retain and provide SellerSeller with, with any records or other information which that may be relevant to such Tax Return, audit or examination, proceeding proceeding, or determination, and (iii) each provide the other with any final determination of any such audit or examination, proceeding proceeding, or determination that affects any amount required to be shown on any such Tax Return of the other for any period. Without limiting the generality of the foregoing, Buyer Purchaser shall retain, and shall cause BGH Holdings, BRH Holdings and the Companies Division Subsidiaries 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 schedules, and other records or information which 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. In the event that a party fails to reasonably comply with any request by the other to provide any assistance, records, information or other items contemplated by this Section 8.07 (b), the requesting party shall have the right, in addition to any other remedies which it might have under this Agreement or under Law, to retain (at the other party's expense) such accountants, attorneys or other advisors as reasonably necessary for the purpose of conducting an audit of the books and records of the other party or its Affiliates, as applicable, in order to obtain such requested assistance, records, information or other items.