Common use of After the Closing Date Clause in Contracts

After the Closing Date. Buyer and Sellers shall provide each other, and Buyer shall cause the Company to provide Sellers, with such cooperation and information relating to the Company as either party reasonably may request in (A) filing any Tax return, amended return or claim for refund, (B) determining any Tax liability or a right to refund of Taxes, (C) conducting or defending any audit or other proceeding in respect of Taxes or (D) effectuating the terms of this Agreement. The parties shall retain, and 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 Sellers or Buyer, as applicable, until the final determination of any Tax in respect of such years. Any information obtained under this Section 5.2 shall be kept confidential, except as may be otherwise necessary in connection with filing any Tax 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 Sellers nor 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 5.2(f).

After the Closing Date. Buyer and Sellers Saugatuck shall provide each other, and Buyer shall cause the Company to provide SellersSaugatuck, with such cooperation and information relating to the Company as either party reasonably may request in (A) filing any Tax returnReturn, amended return Return or claim for refund, (B) determining any Tax liability or a right to refund of Taxes, (C) conducting or defending any audit or other proceeding in respect of Taxes or (D) effectuating the terms of this Agreement. The parties shall retain, and 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 Returns and other documents relate and, unless such returns Returns and other documents are offered and delivered to Sellers or Buyer, as applicable, until the final determination of any Tax in respect of such years. Any information obtained under this Section 5.2 shall be kept confidential, except as may be otherwise necessary in connection with filing any Tax returnReturn, 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 Sellers no Seller nor 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 5.2(f5.2(g).

After the Closing Date. the Buyer and Sellers the Seller shall provide each other, and the Buyer shall cause the Company to provide Sellersthe Seller, with such cooperation and information relating to the Company as either party reasonably may request in (Ai) filing any Tax returnReturn, amended return or claim for refund, (Bii) determining any Tax liability or a right to refund of Taxes, (Ciii) conducting or defending any audit or other proceeding in respect of Taxes or (Div) 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 Sellers 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 5.2 10.02 shall be kept confidential, except as may be otherwise necessary in connection with filing any Tax returnReturn, 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 Sellers the Seller 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 5.2(f)10.02.

After the Closing Date. Buyer and Sellers Seller shall provide each other, and the Buyer shall cause the Company to provide SellersSeller, with such cooperation and information relating to the Company as either party reasonably may request in (A) filing any Tax returnReturn (or amended Return) or refund claim, amended return or claim for refund, (B) determining any Tax liability or a right to refund of Taxesa refund, (C) conducting or defending any audit or other proceeding in respect of Taxes or (D) effectuating the terms of this Agreement. The parties shall retain, and Buyer shall cause the Company to retain, all returnsReturns, 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 Returns and other documents are offered and delivered to Sellers Seller or Buyer, as applicable, until the final determination of any Tax in respect of such years. Any information obtained under this Section 5.2 7.5 shall be kept confidential, except as may be otherwise necessary in connection with filing any Tax return, Return (or amended return, 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 Sellers Seller nor 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 5.2(f7.5(e).

After the Closing Date. the Buyer and the Sellers shall provide each other, and the Buyer shall cause the Company to provide the Sellers, with such cooperation and information relating to the Company as either party reasonably may request in (Ai) filing any Tax returnReturn, amended return Return or claim for refund, (Bii) determining any Tax liability or a right to refund of Taxes, (Ciii) conducting or defending any audit or other proceeding in respect of Taxes or (Div) 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 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 Returns and other documents are offered and delivered to the Sellers or the Buyer, as applicable, until the final determination of any Tax in respect of such years. Any information obtained under this Section 5.2 10.02 shall be kept confidential, except as may be otherwise necessary in connection with filing any Tax returnReturn, 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 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 5.2(f)10.02.

After the Closing Date. Buyer and Sellers shall provide each othershall, and Buyer shall cause the Company to to, provide Sellers, 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 (A) filing any Tax returnReturn, amended return Return or claim for refund, (B) determining any Tax liability or a right to refund of Taxes, (C) or conducting or defending any audit or other proceeding in respect of Taxes or (D) effectuating the terms of this AgreementTaxes. The parties shall retain, and Buyer shall cause the Company and each Subsidiary to retain, retain all returnsReturns, 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 Sellers or Buyer, as applicable, until the final determination of any Tax in respect of such years. Any information obtained under this Section 5.2 6.7(b) shall be kept confidential, except as may be otherwise necessary in connection with filing any Tax returnReturn, 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 Sellers nor Buyer, nor any of their its 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 5.2(f6.7(b).. 6.8

After the Closing Date. the Buyer and Sellers the Seller shall provide each other, and the Buyer shall cause the Company Subsidiary to provide Sellersthe 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 (A) filing any Tax returnReturn (or amended Return) or refund claim, amended return or claim for refund, (B) determining any Tax liability or a right to refund of Taxesa refund, (C) conducting or defending any audit or other proceeding in respect of Taxes or (D) effectuating the terms of this Agreement. The parties shall retain, and the Buyer shall cause the Company Subsidiary to retain, all returnsReturns, 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 Returns and other documents are offered and delivered to Sellers 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 5.2 7.5(d) shall be kept confidential, except as may be otherwise necessary in connection with filing any Tax return, Return (or amended return, 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 Sellers the Seller nor the Buyer, nor any of their affiliatesrespective 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 5.2(f7.5(d).

After the Closing Date. Buyer and Sellers shall provide each other, and Buyer shall cause the Company to provide Sellers, other with such cooperation and information relating to the Company each other as either party reasonably may request in (A) filing any Tax returnReturn, amended return Tax Return or claim for Tax refund, (B) determining any Tax liability or a right to refund of Taxes, (C) conducting or defending any audit or other proceeding in respect of Taxes or (D) effectuating the terms of this Agreement. The parties shall retain, and Buyer shall cause the Company to retain, retain all returnsTax 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 Tax returns and other documents are offered and delivered to Sellers or Buyer, as applicable, until the final determination of any Tax in respect of such years. Any information obtained under this Section 5.2 7.7(c) shall be kept confidential, except as may be otherwise necessary in connection with filing any Tax returnReturn, amended returnTax Return, or claim for Tax 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 Sellers Seller nor 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 5.2(f7.7(c).