Cooperation, Exchange of Information and Record Retention. The parties recognize that each party may need access, from time to time, after the Closing Date, to certain accounting and Tax records and information of the Companies held by Seller or its Affiliates or Buyer or its Affiliates; therefore, from and after the Closing Date, each party shall, and shall cause its applicable Affiliates (including the Transferred Subsidiaries), officers, employees, agents, auditors and representatives to, (A) retain and maintain all such records including all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Transferred Subsidiaries for each Pre-Closing Tax Period and any Straddle Period until the later of (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate (giving effect to any valid extensions) or (ii) six years following the due date for such Tax Returns (giving effect to any valid extensions), (B) allow the other parties, their Affiliates and their agents and representatives (and agents or representatives of any of their Affiliates), upon reasonable notice and at mutually convenient times, to access employees and to inspect, review and make copies of such records (at the expense of the party requesting the records) as such parties may deem reasonably necessary or appropriate from time to time and (C) as reasonably requested by any party, cooperate and make employees available to provide additional information or explanation of materials or documents. Each of Seller and Buyer shall provide the other with written notice thirty (30) calendar days prior to the transfer, destruction or disposal of the last copy of any records, books, work papers, reports, correspondence and other similar materials and the other party shall have the right, at its expense, to copy or take any such materials. Any information obtained under this Section 8.6 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. Notwithstanding the foregoing or anything else to the contrary in this Agreement, (i)Buyer, its Affiliates and its agents and representatives (and agents or representatives of any of its Affiliates) shall have no access to or right to review or obtain any consolidated, combined, affiliated or unitary Tax Return which includes Seller or any of its Affiliates; and (ii) Seller, its Affili...
Cooperation, Exchange of Information and Record Retention. (a) Purchaser and Parent shall provide each other, and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives reasonably to provide each other, with such cooperation and information relating to the Acquired Subsidiaries (including cooperation relating to any Audit request) as any of them reasonably may request of another, including in (i) preparing and filing any Tax Return (including pro-forma Tax Returns), amended Tax Return or claim for refund, including maintaining and making available to each other all records necessary in connection with Taxes; (ii) resolving all disputes and audits with respect to all taxable periods relating to Taxes; (iii) contesting or compromising any Tax Claim; (iv) determining a Tax liability or a right to a refund of Taxes; (v) participating in or conducting any audit or other proceeding in respect of Taxes; (vi) assessing whether any of the reinsurance contracts of the Business may be subject to Section 845 of the Code, (vii) determining the identity of all the consolidated, unified, combined or affiliated groups the Acquired Subsidiaries or the Joint Ventures have been a member of since 1997 to the extent Parent was or is not the common parent of such group and (viii) connection with all other matters covered in this Article VIII. Each such party shall make its employees available on a mutually convenient basis to provide explanations of any documents or information provided hereunder.
Cooperation, Exchange of Information and Record Retention. (a) (i) Each of Corix and IIF Subway shall provide to CIUS, and shall cause their respective Affiliates and Representatives to provide to CIUS, and (ii) CIUS shall provide to Corix and IIF Subway, and shall cause its Affiliates and Representatives to provide to Corix and IIF Subway, with such cooperation and information relating to Taxes (including cooperation with respect to any audit), as any of them reasonably may request, including in (A) preparing and filing any Tax Return, amended Tax Return or claim for refund, including maintaining and making available to each other all records necessary in connection with Taxes; (B) resolving all disputes and audits with respect to all taxable periods relating to Taxes; (C) contesting or compromising any Tax Claim; (D) determining a Tax liability or a right to a refund of Taxes; (E) participating in or conducting any audit or other proceeding in respect of Taxes; and (F) connection with all other matters covered in this Article IX. Each such Party shall make its employees available on a mutually convenient basis to provide explanations of any documents or information provided hereunder.
Cooperation, Exchange of Information and Record Retention. (a) Citigroup and Primerica shall provide each other, and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives reasonably to provide each other, with such cooperation and information relating to the Primerica Group as any of them reasonably may request of the other, including in (i) preparing and filing any Tax Return (including pro-forma Tax Returns), amended Tax Return or claim for refund, (ii) conducting, participating in, contesting or compromising any Tax Claim, (iii) determining a Tax liability or a right to a refund of Taxes, and (iv) in connection with all other matters addressed by this Agreement.
Cooperation, Exchange of Information and Record Retention. (a) Legg Mason and Citigroup shall provide each other, and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives reasonably to provide each other, with such cooperation and information relating to the CAM Subsidiaries and the PC/CM Subsidiaries, as the case may be, (including cooperation with respect to any Audit) as any of them reasonably may request of another, including in (i) preparing and filing any Tax Return, amended Tax Return or claim for refund, including maintaining and making available to each other all records necessary in connection with Taxes; (ii) resolving all disputes and audits with respect to all taxable periods relating to Taxes; (iii) contesting or compromising any Tax Claim; (iv) determining a Tax liability or a right to a refund of Taxes; (v) participating in or conducting any audit or other proceeding in respect of Taxes; and (vi) connection with all other matters covered in this Article VIII. Each such party shall make its employees available on a mutually convenient basis to provide explanations of any documents or information provided hereunder. To the extent reasonably requested by Citigroup, Legg Mason shall cause the relevant CAM Subsidiary to authorize by appropriate powers of attorney such Persons as Citigroup shall designate to represent such CAM Subsidiary with respect to subclauses (i)-(vi) of this Section 8.10(a). To the extent reasonably requested by Legg Mason, Citigroup shall cause the relevant PC/CM Subsidiary to authorize by appropriate powers of attorney such Persons as Legg Mason shall designate to represent such PC/CM Subsidiary with respect to subclauses (i)-(vi) of this Section 8.10(a).
Cooperation, Exchange of Information and Record Retention. From and after the Closing Date until the Tax Indemnification Termination Date: (i) the Parties and their Affiliates shall mutually cooperate with respect to the Tax matters covered by this Section 6.02, 39 which shall include making employees available at reasonable times during regular business hours to provide additional information or explanation of materials or documents; and (ii) the Buyer Indemnified Parties and their agents, auditors and representatives shall (A) retain and maintain all such records including all Tax Returns, schedules and work papers, records and other documents in their possession relating to Tax matters of the Purchased Subsidiaries and their Subsidiaries and (B) allow Seller, upon reasonable notice and at mutually convenient times, to access employees and to review and make copies of such records (at the expense of Seller) as Seller may deem reasonably necessary or appropriate.
Cooperation, Exchange of Information and Record Retention. (a) Buyer and CBNA shall provide each other, and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives reasonably to provide each other, with such cooperation and information relating to the Company (including cooperation relating to any audit request) as any of them reasonably may request of another, including (i) in preparing and filing any Tax Return (including pro-forma Tax Returns), amended Tax Return or claim for refund, including maintaining and making available to each other all records necessary in connection with Taxes; (ii) in resolving all disputes and audits with respect to all Taxable periods relating to Taxes; and (iii) in connection with all other matters covered in this Article VI. Each such party shall make its employees available on a mutually convenient basis to provide explanations of any documents or information provided hereunder.
Cooperation, Exchange of Information and Record Retention. From and after the Closing Date until the Tax Indemnity Termination Date Purchaser, the Company, and Seller shall, and shall cause their respective representatives to, (i) mutually cooperate with respect to the Tax matters covered by this ARTICLE VIII, which shall include making employees available at reasonable times during regular business hours to provide additional information or explanation of materials or documents, (ii) retain and maintain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date, and abide by all record retention agreements entered into with any taxing authority, (iii) furnish such books and records upon reasonable request by the other party and (iv) mutually cooperate in filing all necessary Tax Returns (including amended Tax Returns and claims for refund) under applicable Law and with respect to any audit, litigation or other Proceeding with respect to Taxes, including executing and delivering appropriate and customary forms and authorizations, as appropriate, when the requesting party reasonably requires such forms in connection with any Tax dispute or claim for refund. Any request for information or documents pursuant to this Section 8.03 shall be made by the requesting party in writing. Any information obtained under this Section 8.03 shall be kept confidential, except (i) as otherwise reasonably may be necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or contesting any proposed Tax assessment or as may be otherwise reasonably required by applicable Law, or to enforce rights under this Agreement, or (ii) for any external disclosure in audited financial statements or regulatory filings which a party reasonably believes is required by applicable Law or stock exchange or similar applicable rules. Notwithstanding the foregoing, and in addition to all other obligations imposed by this Section 8.03 each of Seller and Purchaser agree to give the other party reasonable written notice prior to transferring, destroying or discarding any files and records with respect to Tax matters of the Company and, if the other party so requests, to allow the other party to take possession of such files and records.
Cooperation, Exchange of Information and Record Retention. The Parties recognize that each Party may need access, from time to time, after the Closing Date, to certain accounting and Tax records and information of the Target Companies held by Oxford, Cambridge, Holdco or any Target Company; therefore, from and after the Closing Date, each Party shall, and shall cause its applicable Affiliates (including the Target Companies) and Representatives to, (a) retain and maintain all such records including all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of a Target Company for each Pre-Closing Tax Period and any Straddle Period until the later of (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate (giving effect to any valid extensions) or (ii) six (6) years following the due date for such Tax Returns (giving effect to any valid extensions), (b) allow the other Parties, their Affiliates and Representatives (and Representatives of any of their Affiliates), upon reasonable notice and at mutually convenient times, to access employees and to inspect, review and make copies of such records (at the expense of the Party requesting the records) as such Parties may deem reasonably necessary or appropriate from time to time and (c) as reasonably requested by any Party, cooperate and make employees available at mutually convenient times to provide additional information or explanation of materials or documents. Any information obtained under this Section 9.5 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, Exchange of Information and Record Retention. (a) Buyer and its Affiliates, on the one hand, and Seller and its Affiliates, on the other hand, shall cooperate and (at the expense of the requesting party with respect to out-of-pocket costs) provide to each other such information and assistance as may reasonably be requested in connection with the (i) preparation of any Tax Return relating to the Business, (ii) conduct of any audit or other examination by any Tax Authority relating to any liability for Taxes relating to the Business, and (iii) prosecution or defense of any action, claim, investigation, suit or arbitration relating to any Tax Return relating to the Business. Such cooperation shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.
