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 (i) filing any Return, amended return or claim for refund, (ii) determining any Tax liability or a right to refund of Taxes, (iii) conducting or defending any audit or other proceeding in respect of Taxes or (iv) effectuating the terms of this Agreement. The parties shall retain, and the 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 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 10.02 shall be kept confidential, except as may be otherwise necessary in connection with filing any 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 the Seller nor the 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 10.02.

After the Closing Date. the Buyer and the Seller Sellers shall provide each other, and the Buyer shall cause the Company to provide the SellerSellers, with such cooperation and information relating to the Company as either party reasonably may request in (iA) filing any ReturnTax return, amended return or claim for refund, (iiB) determining any Tax liability or a right to refund of Taxes, (iiiC) conducting or defending any audit or other proceeding in respect of Taxes or (ivD) 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 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 10.02 5.2 shall be kept confidential, except as may be otherwise necessary in connection with filing any ReturnTax 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 the Seller 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 10.025.2(f).

After the Closing Date. the Buyer and the Seller Saugatuck shall provide each other, and the Buyer shall cause the Company to provide the SellerSaugatuck, with such cooperation and information relating to the Company as either party reasonably may request in (iA) filing any Return, amended return Return or claim for refund, (iiB) determining any Tax liability or a right to refund of Taxes, (iiiC) conducting or defending any audit or other proceeding in respect of Taxes or (ivD) effectuating the terms of this Agreement. The parties shall retain, and the 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 Returns and other documents relate and, unless such 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 10.02 5.2 shall be kept confidential, except as may be otherwise necessary in connection with filing any Return, 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 the no 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 10.025.2(g).

After the Closing Date. the Buyer and the Seller Sellers shall provide each other, and the Buyer shall cause the Company to provide the SellerSellers, with such cooperation and information relating to the Company as either party reasonably may request in (i) filing any Return, amended return Return or claim for refund, (ii) determining any Tax liability or a right to refund of Taxes, (iii) conducting or defending any audit or other proceeding in respect of Taxes or (iv) effectuating the terms of this Agreement. The parties shall retain, and the 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 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 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 10.02 shall be kept confidential, except as may be otherwise necessary in connection with filing any 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 the Seller Sellers nor the 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 10.02.

After the Closing Date. the Buyer and the Seller shall provide each other, and the Buyer shall cause the Company Subsidiary to provide the 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 (i) filing any Return (or amended Return) or refund claim, amended return or claim for refund, (ii) determining any Tax liability or a right to refund of Taxesa refund, (iii) conducting or defending any audit or other proceeding in respect of Taxes or (iv) effectuating the terms of this Agreement. The parties shall retain, and the Buyer shall cause the Company Subsidiary to retain, all Returns, 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 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 10.02 7.5(d) shall be kept confidential, except as may be otherwise necessary in connection with filing any Return (or amended Return, amended 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 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 10.027.5(d).