Common use of Cooperation; Audits Clause in Contracts

Cooperation; Audits. In connection with the preparation of Tax Returns, audit examinations, and any administrative or judicial proceedings relating to the Taxes, Newco, the Company and the Company Subsidiaries, on the one hand, and Philips, on the other hand, shall cooperate fully with each other, including the furnishing or making available during normal business hours of records, personnel (as reasonably required and at no cost to the other Party), books of account, powers of attorney or other materials necessary or helpful for the preparation of such Tax Returns, the conduct of audit examinations or the defense of claims by Taxing Authorities as to the imposition of Taxes. Philips, Newco, the Company and the Company Subsidiaries shall retain all Tax Returns, schedules and work papers and all material records or other documents relating to all Taxes of the Company and the Company Subsidiaries for the Tax period first ending after the Closing Date and for all prior Tax periods until the later of (i) the expiration of the statute of limitations of the Tax periods to which such Tax Returns and other documents relate, including any extension or (ii) seven years following the due date for such Tax Returns, and each of Philips and Newco shall maintain such Tax Returns, schedules, work papers, records and documents in the same manner and with the same care it uses in maintaining its Tax Returns, schedules, work papers, records and documents. Philips, on the one hand, and each of Newco, the Company and the Company Subsidiaries, on the other hand, shall give the other Party reasonable written notice prior to destroying or discarding any such books or records and, if the other Party so requests, the other Party shall take possession of such books and records prior to the destruction thereof. Any information obtained under this Section 6.9(d) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Cooperation; Audits. In connection with the preparation of Tax Returns, audit examinations, and any administrative or judicial proceedings relating to the Taxes, NewcoPurchaser, the Company and the Company Subsidiaries, on the one hand, and PhilipsSeller, on the other hand, shall cooperate fully with each other, including the furnishing or making available during normal business hours of records, personnel (as reasonably required and at no cost to the other Partyparty), books of account, powers of attorney or other materials necessary or helpful for the preparation of such Tax Returns, the conduct of audit examinations or the defense of claims by Taxing Authorities as to the imposition of Taxes. PhilipsSeller, NewcoPurchaser, the Company and the Company Subsidiaries shall retain all Tax Returns, schedules and work papers and all material records or other documents relating to all Taxes of the Company and the Company Subsidiaries for the Tax period first ending after the Closing Date and for all prior Tax periods until the later of (i) the expiration of the statute of limitations of the Tax periods to which such Tax Returns and other documents relate, including any extension extension, or (ii) seven years following the due date for such Tax Returns, and each of Philips Seller and Newco Purchaser shall maintain such Tax Returns, schedules, work papers, records and documents in the same manner and with the same care it uses in maintaining its Tax Returns, schedules, work papers, records and documents. PhilipsSeller, on the one hand, and each of NewcoPurchaser, the Company and the Company Subsidiaries, on the other hand, shall give the other Party party reasonable written notice prior to destroying or discarding any such books or records and, if the other Party party so requests, the other Party party shall take possession of such books and records prior to the destruction thereof. Any information obtained under this Section 6.9(d5.9(e) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.