Access and Assistance. Following the Closing, the Purchaser shall, and 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 other parties with such assistance as may reasonably be requested by any of them in connection with the preparation or review of any Tax Return, any Tax Contest, or any other claim arising under this Agreement, and each will retain and provide the others with any records or information that may be relevant to any such Tax Return or Tax Contest. 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. The Purchaser shall, or shall cause the Company and the Company Subsidiaries to retain, until at least sixty (60) days after all appropriate statutes of limitation (including any extensions and waivers) expire, copies of all Tax Returns for all Pre-Closing Tax Periods of the Company and the Company Subsidiaries, supporting work schedules and other records or information which may be relevant to such Tax Returns, and will not destroy or otherwise dispose of such materials without first providing the Seller Representatives with a reasonable opportunity to review and copy such materials.
Access and Assistance. Buyer, each Company Party, Seller and their Affiliates shall provide each other with such assistance as may reasonably be requested by any of them in connection with the preparation of any Tax Return, any audit or other examination by any Taxing Authority, any judicial or administrative proceedings relating to liability for Taxes, or any other claim arising under this Agreement, and each shall retain and provide the others with any records or information that may be relevant to any such Tax Return, audit or examination, proceeding or claim. 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.
Access and Assistance. If the Authority or its authorised agents are carrying out an audit under Paragraph 92.5.1, the Supplier shall grant the Authority (or its authorised agents) reasonable right of access to: any premises of the Supplier which are used in connection with the preparation of the provisional or final Load Shape; and the Customer Site Specific information used to prepare the provisional or final Load Shape.
Access and Assistance. Customer shall provide such access to Customer’s premises, facilities, and computer systems and networks as may reasonably be requested by InTune for the purposes of performing the Professional Services. Customer shall respond promptly to any InTune request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for InTune to perform the Professional Services. Customer shall provide such Customer Data as set forth in the applicable Statement of Work or as InTune may reasonably request in order to carry out the Professional Services, in a timely manner, and ensure that it is complete and accurate in all material respects.
Access and Assistance. Following Closing, upon notice, the Buyer shall furnish, or cause to be furnished, to the Sellers and their Affiliates and Representatives, access to such information, personnel and assistance relating to the Group Companies as may be reasonably necessary for the Sellers’ and their Affiliates’ financial reporting and accounting matters and any Tax matter, or the defence or prosecution of, or response required under or pursuant to, any lawsuit, action or proceeding.
Access and Assistance. Each of the Shareholders and Purchaser shall cooperate fully, as and to the extent reasonably requested by any other Party, in connection with the filing of Tax Returns pursuant to this Article 14 and any Tax Contest with respect to Taxes of any Company or any Subsidiary. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to the preparation of any such Tax Return or to any such Tax Contest. Each of the Shareholders shall (a) retain all Books and Records in its possession with respect to Tax matters pertinent to each Company relating to any taxable period beginning before the Closing Date until the expiration of the applicable statute of limitations (and, to the extent notified by Purchaser, any extension thereof) of the applicable taxable periods, and abide by all record retention agreements entered into with any Taxing Authority, and (b) give to Purchaser and each Company reasonable written notice before transferring, destroying or discarding any such Books and Records and, if Purchaser or any Company so requests, the Shareholders shall allow Purchaser or any such Company to take possession of such Books and Records.
Access and Assistance. (a) Subject to Applicable Law, during the period between the Signing Date and the Closing Date, the Sellers shall provide, or cause to be provided, to the Buyer, its Affiliates and accountants, counsel and other representatives access to such information, personnel and assistance relating to the Group Companies (and the directors and employees of each Group Company shall be instructed to give all such information and explanations as the Buyer or any person acting on the Buyer’s behalf may request) as may be reasonably necessary for the Buyer and its Affiliates’ preparation for Closing.
Access and Assistance. Upon receipt of reasonable advance notice, the Company will afford Parent and its authorized representatives reasonable access from the Execution Date through the Closing Date, during normal business hours to the Company’s and its Subsidiaries offices, customers, properties, books and records, and the Company’s officers will cause the Company to furnish Parent with such additional information regarding the Business as Parent reasonably requests. Access provided to the customers of the Company or its Subsidiaries shall be subject to reasonable restrictions set by the Company.
Access and Assistance. (a) Upon receipt of reasonable advance notice, the Company will afford to Purchaser and its authorized representatives reasonable access from the Execution Date through the Closing Date, during normal business hours, solely in furtherance of Purchaser’s investigation of the Company and the transactions contemplated hereby, to the Company’s offices, properties, and books and records, and to the Company’s officers and management team, and will furnish to Purchaser such additional information regarding the business of the Company as Purchaser may reasonably request, to the extent that such access and disclosure would not violate the terms of any agreement to which the Company is bound, any applicable Legal Requirement, result in any loss of attorney-client or other privilege or significantly disrupt the Company’s operations. All information obtained pursuant to this Section shall be Confidential Information and shall not be disclosed without the prior written consent of the Company, except as required by Applicable Law or administrative processes. Notwithstanding anything to the contrary contained herein, prior to Closing, without prior written consent of the Company, which may be withheld for any reason, Purchaser shall not contact any suppliers to, or customers of, the Company with respect to the transactions contemplated hereby.
Access and Assistance. The Shareholders Representative and Buyer shall, upon written request of the other, provide the other, and the Buyer shall cause the Corporation and its Subsidiaries to provide the Shareholders Representative, 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 Tax Authority, or any Tax Authority or judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the other, and Buyer shall cause the Corporation and its Subsidiaries to retain and provide the Shareholders Representative with, any records or other information that may be relevant to such Tax Return, audit or examination, proceeding or determination. The Shareholders Representative and Buyer 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 Corporation or its Subsidiaries 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, Buyer shall retain, and shall cause the Corporation and its Subsidiaries to retain, and the Shareholders 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 that may be relevant to such returns for all taxable 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.
