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 filing any Tax Return (or amended Tax Return) or refund claim, determining any Tax liability or a right to a refund, conducting or defending any audit or other proceeding in respect of Taxes or effectuating the terms of this Agreement. The parties shall retain, and the Buyer shall cause the Company to retain, all Tax Returns, schedules, work papers and other material documents relating thereto, until the expiration of any relevant statute of limitations (and, to the extent notified by any party, any extensions thereof) 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 5.4(i) shall be kept confidential, except as may be otherwise necessary in connection with filing any Tax Return (or amended Tax Return) or refund claim, determining any Tax liability or a right to a refund, conducting or defending any audit or other proceeding in respect of Taxes 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 5.4(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.

After the Closing Date. the Buyer and the Seller Sellers 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 each other as either party reasonably may request in (A) filing any Tax Return (or Return, amended Tax ReturnReturn or claim for Tax refund, (B) or refund claim, determining any Tax liability or a right to a refundrefund 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 the Buyer shall cause the Company to retain, retain all Tax Returns, schedulesschedules and work papers, work papers and all material records and other material documents relating thereto, until the expiration of any relevant the statute of limitations 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 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 5.4(i7.7(c) shall be kept confidential, except as may be otherwise necessary in connection with filing any Tax Return (or Return, amended Tax Return) , or refund claimclaim for Tax refund, determining any Tax liability or a right to a refundrefund of Taxes, or in conducting or defending any audit or other proceeding in respect of Taxes 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 partyTaxes. 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 5.4(i7.7(c). (i) Sellers shall use reasonable efforts to cause to be prepared and filed all Tax Returns of Bangor-Pacific for all taxable periods ending on or prior to the Closing Date and cause to be paid all Taxes relating to such Tax Returns. Upon request of Buyer, PHC shall cooperate with Buyer in making a Code Section 754 election by Bangor-Pacific with respect to obtaining an adjustment to the basis of Bangor-Pacific's assets under Code Section 743. For purposes of the allocations pursuant to Code Sections 755 and 1060 with respect to the Code Section 754 elections, Buyer and PHC mutually agree that property, plant and equipment may be assigned a value equal to fair market value and receivables may be assigned a value equal to the face amount thereof net of any bad debts for purposes of any such election. If a Code Section 754 election is to be made, Buyer shall prepare and submit within one hundred eighty (180) days after the Closing Date an allocation consistent with the allocation described above to Sellers for their review and approval, which shall not be unreasonably withheld. Provided that the other partners in Bangor-Pacific have agreed to cooperate with Buyer in causing Bangor-Pacific to make a Code Section 754 election, at the election of Buyer, Buyer and PHC shall timely complete and file the statement required by Treasury Regulation 1.743-1 and IRS Form 8594 consistent with such allocation, shall provide a copy of such form to the other party hereto and shall file a copy of such form with its federal income tax return for the period that includes the Closing Date. Sellers agree not to take any action to rescind any such Code Section 754 election now or hereafter in effect with respect to the assets of Bangor-Pacific. (ii) Sellers shall have the right, at Sellers' sole expense, to represent the interests of Bangor-Pacific in any Tax audit or administrative or court proceeding relating to Tax Returns described in Section 7.7(d)(i) with respect to which any Seller may be liable for Taxes (including any such proceedings relating to Bangor-Pacific); provided, -------- however, that Buyer shall have the right to participate in any such audit ------- or proceeding to the extent that any such audit or proceeding may affect the Tax liability of Buyer, any of its Affiliates, or Bangor-Pacific for any period ending after the Closing Date (with the right to consent to any settlement which may affect the Tax liability of Buyer, which consent shall not be unreasonably withheld) and to employ counsel of its choice at its own expense for purposes of such participation. (iii) Buyer shall notify Sellers in writing, as promptly as practicable, upon receipt by Buyer, any Affiliate of Buyer, or Bangor- Pacific of notice of any pending or threatened Tax audits or assessments relating to the income, properties or operations of any Seller or Bangor- Pacific, in each case for Pre-Closing Periods only, so long as Pre-Closing Periods remain open; provided, however, no request that failure by Buyer to comply -------- ------- with this Section 7.7(d)(iii) shall be deemed unreasonable not affect Buyer's right to indemnification relating to Taxes if made such failure does not prejudice the rights of Sellers. Sellers shall notify Buyer in response writing as promptly as practicable upon receipt by Sellers or any Affiliate of Sellers of notice of any pending or threatened Tax audits or assessments relating to the request income, properties or operations of a taxing authority for information or documents not in the possession of the requested party nor otherwise reasonably available to itBangor-Pacific.

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 filing any Tax Return (or amended Tax Return) or refund claim, determining any Tax liability or a right to a refund, conducting or defending any audit or other proceeding in respect of Taxes or effectuating the terms of this Agreement. The parties shall retain, and the Buyer shall cause the Company to retain, all Tax Returns, schedules, work papers and other material documents relating thereto, until the expiration of any relevant statute of limitations (and, to the extent notified by any party, any extensions thereof) 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 5.4(i) 7.5 shall be kept confidential, except as may be otherwise necessary in connection with filing any Tax Return (or amended Tax Return) or refund claim, determining any Tax liability or a right to a refund, conducting or defending any audit or other proceeding in respect of Taxes 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 5.4(i7.5(e); 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.