Common use of Books & Records; Cooperation Clause in Contracts

Books & Records; Cooperation. Purchaser, on one hand, and Seller, on the other hand, agree to furnish or cause to be furnished to the other, upon request, as promptly as practicable, such information and assistance relating to the Membership Interests and the assets of the Property Entities, including, without limitation, access to books and records, as is reasonably necessary for the filing of all Tax Returns by Purchaser, and the Property Entities, the making of any election relating to Taxes, the preparation for any audit by any taxing authority, and the prosecution or defense of any claim, suit or proceeding relating to any Taxes. Each of Purchaser, on one hand, and Seller, on the other hand, shall retain all books and records with respect to Taxes pertaining to the Membership Interests and the assets of the Property Entities, for a period of at least seven (7) years following the respective Closing Date. At the end of such period, each party shall provide the other with at least ten (10) days prior written notice before transferring, destroying or discarding any such books and records, during which period the party receiving such notice can elect to take possession, at its own expense, of such books and records. Purchaser, on one hand, and Seller, on the other hand, shall cooperate fully with the other in the conduct of any audit, litigation or other proceeding relating to Taxes involving the Membership Interests and the assets of the Property Entities. Purchaser, on one hand, and Seller, on the other hand, further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby).

Books & Records; Cooperation. PurchaserThe Acquiror, on one hand, and the Seller, on the other hand, agree to furnish or cause to be furnished to the other, upon request, as promptly as practicable, such information and assistance relating to the Membership Interests and the assets of the Property EntitiesPurchased Assets, including, without limitation, access to books and records, as is reasonably necessary for the filing of all Tax Returns by Purchaser, and the Property EntitiesAcquiror or the Seller, the making of any election relating to Taxes, the preparation for any audit by any taxing authority, and the prosecution or defense of any claim, suit or proceeding relating to any Taxes. Each of Purchaserthe Acquiror, on one hand, and the Seller, on the other hand, shall retain all books and records with respect to Taxes pertaining to the Membership Interests and the assets of the Property EntitiesPurchased Assets, for a period of at least seven six (76) years following the respective Closing Date. At the end of such period, each party shall provide the other with at least ten (10) days prior written notice before transferring, destroying or discarding any such books and records, during which period the party receiving such notice can elect to take possession, at its own expense, of such books and records. PurchaserThe Acquiror, on one hand, and the Seller, on the other hand, shall cooperate fully with the other in the conduct of any audit, litigation or other proceeding relating to Taxes involving the Membership Interests and the assets of the Property EntitiesPurchased Assets. PurchaserThe Acquiror, on one hand, and the Seller, on the other hand, further agree, upon request, to use their commercially reasonable best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby).