Common use of Document Retention, Access to Records and Use of Personnel Clause in Contracts

Document Retention, Access to Records and Use of Personnel. Notwithstanding anything to the contrary in the Separation Agreement or any Ancillary Agreement (including, for the avoidance of doubt, the Data Transfer and Sharing Agreement), each of J&J and Kenvue shall (i) until the expiration of the relevant statute of limitations (including extensions), retain all records, documents, accounting data, computer data and other information necessary for the preparation, filing, review, audit or defense of all Tax Returns (including all Transfer Pricing Documentation) or relevant to any Tax Contest or an obligation, right or liability of either Party under this Agreement (collectively, the “Records”) and (ii) give each other reasonable access to such Records and to its personnel (ensuring their cooperation) and premises during normal business hours to the extent relevant to any Tax Contest or an obligation, right or liability of either Party under this Agreement or otherwise reasonably required by the other Party to complete any Tax Return or to compute the amount of any payment contemplated by this Agreement. Prior to disposing of any such Records, each of J&J and Xxxxxx shall notify the other Party in writing of such intention and afford the other Party the opportunity to take possession or make copies of such Records at its discretion.

Appears in 3 contracts

Samples: Tax Matters Agreement (Kenvue Inc.), Tax Matters Agreement (Johnson & Johnson), Tax Matters Agreement (Kenvue Inc.)

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Document Retention, Access to Records and Use of Personnel. Notwithstanding anything to the contrary in the Separation Agreement or any Ancillary Agreement (including, for the avoidance of doubt, the Data Sharing and Transfer and Sharing Agreement), each of J&J and Kenvue shall (i) until the expiration of the relevant statute of limitations (including extensions), retain all records, documents, accounting data, computer data and other information necessary for the preparation, filing, review, audit or defense of all Tax Returns (including all Transfer Pricing Documentation) or relevant to any Tax Contest or an obligation, right or liability of either Party under this Agreement (collectively, the “TXMA Records”) and (ii) give each other reasonable access to such TXMA Records and to its personnel (ensuring their cooperation) and premises during normal business hours to the extent relevant to any Tax Contest or an obligation, right or liability of either Party under this Agreement or otherwise reasonably required by the other Party to complete any Tax Return or to compute the amount of any payment contemplated by this Agreement. Prior to disposing of any such TXMA Records, each of J&J and Xxxxxx Kenvue shall notify the other Party in writing of such intention and afford the other Party the opportunity to take possession or make copies of such TXMA Records at its discretion.

Appears in 1 contract

Samples: Tax Matters Agreement (Kenvue Inc.)

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