Cooperation and Records Sample Clauses

Cooperation and Records. After the Closing Date, Buyer and Seller shall cooperate in the filing of any Tax returns or other Tax-related forms or reports, to the extent any such filing requires providing each other with necessary relevant records and documents relating to the Purchased Assets. Seller and Buyer shall cooperate in the same manner in defending or resolving any Tax audit, examination or Tax-related litigation. Buyer and Seller shall cooperate in the same manner to minimize any transfer, sales and use Taxes. Nothing in this Section shall give Buyer or Seller any right to review the other’s Tax returns or Tax related forms or reports.
Sample 1Sample 2Sample 3See All (28)
AutoNDA by SimpleDocs
Cooperation and Records. Each Party agrees to promptly consult and cooperate in good faith with the other Party prior to and in connection with furnishing factual evidence and statements and responding to and/or defending any claim, audit, or assessment of taxes, interest, or penalties relating to or arising from the Texas state franchise tax returns or Texas state franchise taxes of the Company or that could reasonably be expected to affect the Company for any period on or prior to the Closing Date.
Sample 1Sample 2
Cooperation and Records. With respect to each Employee hired by the Buyers, the Sellers shall provide the Buyers with access to and copies of all personnel files, grievance and arbitration files, health and safety files, negotiation files, and all other files relating to such Employees. The Buyers shall utilize such information as to the Employees in a manner consistent with requirements of the Laws of the United States and the United Kingdom. Sellers warrant that all Employee files and related information have been compiled in the ordinary course of business. Except for this limited warranty, all Employee files and related information are provided "as is" and Sellers do not warrant the substance or accuracy of such files or information.
Sample 1
Cooperation and Records. After the Closing Date, the parties shall cooperate fully, as and to the extent reasonably requested, in connection with the filing of any Tax Returns and any audit, litigation or other proceeding relating to Taxes. Such cooperation shall include the retention and (upon the other party’s request and at such other party’s cost and expense) the provision of records and information reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Except as otherwise provided in this Section 8.03, access to, use of, and destruction of such records shall be in accordance with Section 6.04.
Sample 1
Cooperation and Records. ECI and Seller will provide Buyer with access to and copies of personnel files, grievance and arbitration files, health and safety files, negotiation files, and the availability of and access to Seller's labor relations personnel for information and advice regarding arbitrations and negotiating history with respect to all Terminated Employees of Seller that are hired by Buyer. (e) Worker Adjustment and Retraining Notification (WARN). Not later than one day after the date hereof, Seller shall provide proper notice under WARN to all of its employees. If Seller provides the notice required by WARN as provided herein, the parties acknowledge and agree that any Initial WARN Liability shall be allocated between Buyer and Seller as set forth in Section 8.4(c)(ii) above and that, if Seller is required to pay additional compensation to any terminated employee as a result of Seller's failure to provide notices within the time periods specified by WARN in excess of the Initial WARN Liability, Buyer shall promptly reimburse Seller for 50% of any such additional compensation; provided, however, that Buyer shall reimburse Seller for 100% of any compensation required to be paid to Group A Employees as a result of Seller's failure to provide notices within the time periods specified by WARN. (f)
Sample 1
Cooperation and Records. Each Party agrees to promptly consult and cooperate in good faith with each of the other Parties prior to and in connection with furnishing factual evidence and statements and responding to and/or defending any claim, audit, or assessment of taxes, interest, or penalties relating to or arising from the Texas state franchise tax returns or Texas state franchise taxes of the Company or that could reasonably be expected to affect the Company for any period on or prior to the Effective Date. Such cooperation shall include, without limitation, the retention and (upon the other Party's request) the provision of documents, records, and information that are reasonably relevant to any such tax return filing, audit, litigation, or other proceeding and making employees available on a reasonably convenient basis to provide additional information and explanation of any materials provided hereunder. Each Party and their respective representatives and counsel, at the applicable Party’s own expense, shall be entitled to reasonably participate in all conferences, meetings, or proceedings with the Texas State Comptroller or other applicable taxing authority with respect to any of the Texas state franchise tax returns or Texas state franchise taxes of the Company or that could reasonably be expected to affect the Company for any period on or prior to the Effective Date. The Parties agree to promptly consult and cooperate in good faith with each other in the negotiation, settlement, dispute resolution, or litigation with respect to any of the Texas state franchise tax returns or Texas state franchise taxes of the Company or that could reasonably be expected to affect the Company for any period on or prior to the Effective Date. All decisions with respect to such negotiation and settlement or litigation shall be made by the Parties after full and good faith consultation with the other Parties. Each Party agrees (i) to retain all books and records with respect to tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the other Parties, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any governmental authority, and (ii) to give the other Parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party so requ...
Sample 1

Related to Cooperation and Records

  • Information and Records (a) Lessee shall promptly furnish to Lessor all such information as Lessor may from time to time reasonably request regarding the Aircraft or any part thereof, its use, registration, location and condition. In addition, Lessee shall, on each Maintenance Payments Date and the Termination Date, furnish to Lessor a monthly maintenance status report substantially in the form of Schedule 5.

  • Cooperation and Records Retention Seller and Buyer shall (i) each provide the other with such assistance as may reasonably be requested by any of them in connection with the preparation of any return, audit, or other examination by any taxing authority or judicial or administrative proceedings relating to liability for Taxes, (ii) each retain and provide the other with any records or other information that may be relevant to such return, audit or examination, proceeding or determination, and (iii) each 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 for any period. Without limiting the generality of the foregoing, Buyer and Seller shall each 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, in a timely manner, as and that may be relevant to such returns for all tax periods or portions thereof ending on or before 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.

  • Access to Information and Records During the period prior to the Closing:

  • Information and Cooperation Each Party that has responsibility for filing and prosecuting any Patent Rights under this Section 7.4 (a “Filing Party”) shall (a) regularly provide the other Party (the “Non-Filing Party”) with copies of all patent applications filed hereunder and other material submissions and correspondence with the patent offices, in sufficient time to allow for review and comment by the Non-Filing Party; and (b) provide the Non-Filing Party and its patent counsel with an opportunity to consult with the Filing Party and its patent counsel regarding the filing and contents of any such application, amendment, submission or response. The advice and suggestions of the Non-Filing Party and its patent counsel shall be taken into consideration in good faith by such Filing Party and its patent counsel in connection with such filing. Each Filing Party shall pursue in good faith all reasonable claims and take such other reasonable actions, as may be requested by the Non-Filing Party in the prosecution of any Patent Rights covering any Program Technology under this Section 7.4; provided, however, if the Filing Party incurs any additional expense as a result of any such request, the Non-Filing Party shall be responsible for the cost and expenses of pursuing any such additional claim or taking such other actions. In addition, Company agrees that if Licensor claims any action taken under Section 7.4(d)(i) would be detrimental to Patent Rights covering Licensor Technology, Licensor shall provide written notice to Company and the Patent Coordinators shall, as promptly as possible thereafter, meet to discuss and resolve such matter and, if they are unable to resolve such matter, the Parties shall refer such matter to a mutually agreeable outside patent counsel for resolution.

  • Files and Records A. An employee will have the right to review the contents of files concerning the employee, excluding initial references of the district pertaining to said employee or other items statutorily exempt from disclosure originating after initial employment, and to have a representative of the Association accompany him/her in such a review.

  • Execution and Recording Section 21.1 Counterparts Section 21.2 Corporate and Partnership Authority Section 21.3 Execution of Lease; No Option or Offer Section 21.4 Recording Section 21.5 Amendments Section 21.6 Executed Copy Section 21.7 Attachments

  • Offices and Records Borrower's place of business, or Borrower's Chief executive office, if Borrower has more than one place of business, is located at 0000 Xxxxxxx Xxxxx, Xxxxxxx, XX 00000. Unless Borrower has designated otherwise in writing this location is also the office or offices where Borrower keeps its records concerning the Collateral.

  • Books and Records; Inspection and Examination The Borrower will keep accurate books of record and account for itself pertaining to the Collateral and pertaining to the Borrower's business and financial condition and such other matters as the Lender may from time to time request in which true and complete entries will be made in accordance with GAAP and, upon the Lender's request, will permit any officer, employee, attorney or accountant for the Lender to audit, review, make extracts from or copy any and all corporate and financial books and records of the Borrower at all times during ordinary business hours, to send and discuss with account debtors and other obligors requests for verification of amounts owed to the Borrower, and to discuss the Borrower's affairs with any of its directors, officers, employees or agents. The Borrower will permit the Lender, or its employees, accountants, attorneys or agents, to examine and inspect any Collateral, other collateral covered by the Security Documents or any other property of the Borrower at any time during ordinary business hours.

  • INFORMATION AND DATA 21.1 At all times during the subsistence of this Agreement the duly authorized representatives of each Participant shall, at its and their sole risk and expense and at reasonable intervals and times, have access to the Property and to all technical records and other factual engineering data and information relating to the Property which is in the possession of the Operator.

  • Access to Properties and Records (a) CCE shall, and shall cause TPC to, afford to ETP and ETP’s accountants, counsel and representatives full reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the business, properties, Liabilities and personnel related to TPC as ETP may request, provided, however, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege.

Time is Money Join Law Insider Premium to draft better contracts faster.