Common use of Information and Cooperation Clause in Contracts

Information and Cooperation. Subject to the provisions of Section 5.9 and the Confidentiality Agreement, from and after the Closing Date, Buyer shall deliver to Seller or its designee (including for purposes of this sentence, Seller's Tax advisors), such information and data that are in the possession of Buyer or the Company after the Closing Date and that are reasonably available concerning the pre-Closing Date operations of the Company and its Subsidiaries and make available such knowledgeable employees of Buyer and the Company and its Subsidiaries as Seller may reasonably request, including providing the full and complete information and data required by Seller's customary Tax and accounting information requests with respect to the Company to the extent such customary Tax and accounting information requests are consistent with past practice of the Company and are submitted to Buyer not later than 60 days prior to the due date (including extensions) of such Tax Return for which such information is required and is reasonably available, in order to enable Verizon, GTE and Seller fully to complete and file all Tax Returns that they may be required to file with respect to the activities of the Company and its Subsidiaries, to respond to and contest audits by any Taxing authorities with respect to such activities, to prosecute any claim for refund or credit to which Verizon, GTE or Seller is entitled hereunder and to otherwise enable Verizon, GTE and Seller fully to satisfy their accounting and Tax requirements. From and after the Closing Date, Seller shall deliver to Buyer or its designee (including for purposes of this sentence, Buyer's Tax advisors), such information and data that are in the possession of Seller or its Affiliates after the Closing Date and that are reasonably available concerning any Tax matters of the Company or any of its Subsidiaries and make available such knowledgeable employees of Seller and its Affiliates as Buyer may reasonably request in order to enable Buyer to complete and file all Tax Returns that it may be required to file with respect to the activities of Buyer or the Company or any of its Subsidiaries, to respond to and contest audits by any Taxing authorities with respect to such activities, to prosecute any claim for refund or credit to which Buyer or the Company (when owned by Buyer), or one of its Subsidiaries is entitled and to otherwise enable Buyer and the Company and its Subsidiaries to satisfy their accounting and Tax requirements. Seller shall execute and Buyer shall execute (and shall cause the Company and each of its Subsidiaries to execute) such documents as may be necessary to file any Tax Returns, to respond to or contest any audit, to prosecute any claim for refund or credit and to otherwise satisfy any Tax requirements relating to the Company or any of its Subsidiaries. Seller and Buyer, the Company and each of its Subsidiaries shall retain, and shall provide the other party with reasonable access to, the books and records relating to the Company and its Subsidiaries for ten years from the Closing Date and for such additional period as Seller or Buyer may reasonably request of the other.

Information and Cooperation. Subject to the provisions of Section 5.9 4.3.2 and the Confidentiality Nondisclosure Agreement, from and after the Closing Date, Buyer shall deliver to Seller or its designee (including for purposes of this sentence, Seller's Tax tax advisors), as soon as practicable after Seller's request, such information and data that are in the possession of Buyer or the Company after the Closing Date and that are reasonably available concerning the pre-Closing Date operations of the Company and its Subsidiaries and make available such knowledgeable employees of Buyer and the Company and its Subsidiaries as Seller may reasonably request, including providing the full and complete information and data required by Seller's customary Tax and accounting information requests with respect to the Company to the extent such customary Tax and accounting information requests are consistent with past practice of the Company and are submitted to Buyer not later than 60 days prior to the due date (including extensions) of such Tax Return for which such information is required and is reasonably available, in order to enable Verizon, GTE Verizon and Seller fully to complete fully and file all Tax Returns that they may be required to file with respect pursuant to the activities of the Company and its Subsidiariesthis Section 4.3.4, to respond to and contest audits by any Taxing taxing authorities with respect pursuant to such activitiesthis Section 4.3.4, and to prosecute any claim for refund or credit to which Verizon, GTE Verizon or Seller is entitled hereunder and to otherwise enable Verizon, GTE Verizon and Seller fully to satisfy their accounting and Tax requirements. From and after the Closing Date, Seller shall deliver to Buyer or its designee (including for purposes of this sentence, Buyer's Tax tax advisors), as soon as practicable after Buyer's request, such information and data that are in the possession of Seller or its Affiliates after the Closing Date and that are reasonably available concerning any Tax matters of attributes that are allocated to the Company or any of its Subsidiaries and make available such knowledgeable employees of Seller and its Affiliates as Buyer may reasonably request other Tax matters that is necessary in order to enable Buyer to complete and file all Tax Returns that it may be required to file with respect to the activities of Buyer or the Company or any of its Subsidiariesfrom and after the Closing Date, to respond to and contest audits by any Taxing authorities Authorities with respect to such activities, to prosecute any claim for refund or credit to which Buyer or the Company (when owned by Buyer), or one of its Subsidiaries is entitled and to otherwise enable Buyer and the Company and its Subsidiaries to satisfy their accounting and Tax requirements. Seller shall execute and Buyer shall execute (and shall cause the Company and each of its Subsidiaries to execute) such documents as may be necessary to file any Tax Returns, to respond to or contest any audit, to prosecute any claim for refund or credit and to otherwise satisfy any Tax requirements relating to the Company or any of its Subsidiaries. Seller and Buyer, the Company and each of its Subsidiaries shall retain, and shall provide the other party with reasonable access to, the books and records relating to the Company and its Subsidiaries for ten years from the Closing Date and for such additional period as Seller or Buyer may reasonably request of the otherCompany.

Information and Cooperation. Subject to the provisions of Section 5.9 5.2 and the Confidentiality Agreement, from and after the Closing Date, Buyer shall deliver to Seller or its designee (including for purposes of this sentencesentence any tax advisors to Seller), as soon as practicable after Seller's Tax advisors)request, such information and data that are in the possession of Buyer or the Company after the Closing Date and that are reasonably available concerning the pre-Closing Date operations of the Company and its Subsidiaries and make available such knowledgeable employees of Buyer and the Company and its Subsidiaries as Seller may reasonably requestrequest (including employees having special or relevant knowledge or information pertaining to particular Tax items), including providing the full and complete information and data required by Seller's customary Tax and accounting information requests with respect to the Company questionnaires to the extent such customary Tax and accounting information requests are consistent with past practice of the Company and are submitted to Buyer not later than 60 days prior to the due date (including extensions) of such Tax Return for which such information is required and is reasonably available, in order to enable Verizon, GTE and Seller fully to complete and file all Tax Returns that they may be required to file with respect to the activities of the Company and its SubsidiariesSubsidiaries through the Closing Date, to respond to and contest audits by any Taxing taxing authorities with respect to such activities, to prosecute any claim for refund or credit to which Verizon, GTE or Seller is or may be entitled hereunder and to otherwise enable Verizon, GTE and Seller fully to satisfy their accounting and Tax requirements. From and after the Closing Date, and subject to obligations of confidentiality, non-disclosure and non-use, Seller shall deliver to Buyer or its designee (including for purposes of this sentence, Buyer's Tax tax advisors), as soon as practicable after Buyer's request, such information and data that are in the possession of Seller or its Affiliates after the Closing Date and that are reasonably available concerning any Tax matters of attributes that are allocated to the Company or any of its Subsidiaries and make available such knowledgeable employees of Seller and its Affiliates as Buyer may reasonably request that is necessary in order to enable Buyer to complete and file all Tax Returns that it may be required to file with respect to the activities of Buyer or the Company or any one of its Subsidiaries, from and after the Closing Date, to respond to and contest audits by any Taxing taxing authorities with respect to such activities, to prosecute any claim for refund or credit to which Buyer or the Company (when owned by Buyer), or one any of its Subsidiaries is or may be entitled and to which GTE or Seller is not entitled hereunder and to otherwise enable Buyer and the Company and its Subsidiaries to satisfy their accounting and Tax requirements. Seller shall execute and Buyer shall execute (and shall cause the Company and each of its Subsidiaries to execute) such documents as may be necessary to file any Tax Returns, to respond to or contest any audit, to prosecute any claim for refund or credit and to otherwise satisfy any Tax requirements relating to the Company or any of its Subsidiaries. Seller Buyer shall (and Buyer, shall cause the Company and each of its Subsidiaries shall to) retain, and shall provide the other party Seller with reasonable access to, the books and records relating to the Company and its Subsidiaries for ten years from the Closing Date and for such additional period as Seller or Buyer may reasonably request of the otherrequest.

Information and Cooperation. Subject to the provisions of Section 5.9 --------------------------- 7.5 and the Confidentiality Agreement, from and after the Closing Date, Buyer Purchaser shall deliver to Seller or its designee (including for purposes of this sentencesentence any tax advisors to Seller), as soon as practicable after Seller's Tax advisors)request, such information and data that are in the possession of Buyer or the Company after the Closing Date and that are reasonably available concerning the pre-Closing Date operations of the Company and its Subsidiaries and make available such knowledgeable employees of Buyer Purchaser and the Company and its Subsidiaries as Seller may reasonably requestrequest (including employees having special or relevant knowledge or information pertaining to particular Tax items), including providing the full and complete information and data required by Seller's customary Tax and accounting information requests with respect to the Company questionnaires to the extent such customary Tax and accounting information requests are consistent with past practice of the Company and are submitted to Buyer not later than 60 days prior to the due date (including extensions) of such Tax Return for which such information is required and is reasonably available, in order to enable Verizon, GTE and Seller fully to complete and file all Tax Returns that they may be required to file with respect to the activities of the Company and its Subsidiariesthrough the Closing Date, to respond to and contest audits by any Taxing taxing authorities with respect to such activities, to prosecute any claim for refund or credit to which Verizon, GTE or Seller is or may be entitled hereunder and to otherwise enable Verizon, GTE and Seller fully to satisfy their accounting and Tax requirements. From and after the Closing Date, Seller shall deliver to Buyer or its designee Purchaser (including for purposes of this sentence, BuyerPurchaser's Tax tax advisors), as soon as practicable after Purchaser's request, such information and data that are in the possession of Seller or its Affiliates after the Closing Date and that are reasonably available concerning any Tax matters of attributes that are allocated to the Company or any of its Subsidiaries and make available such knowledgeable employees of Seller and its Affiliates as Buyer may reasonably request other information relating solely to the Company that is necessary in order to enable Buyer Purchaser to complete and file all Tax Returns that it may be required to file with respect to the activities of Buyer Purchaser or the Company or any of its SubsidiariesCompany, from and after the Closing Date, to respond to and contest audits by any Taxing taxing authorities with respect to such activities, to prosecute any claim for refund or credit to which Buyer Purchaser or the Company (when owned by Buyer), is or one of its Subsidiaries may be entitled and to which Seller is not entitled hereunder and to otherwise enable Buyer Purchaser and the Company and its Subsidiaries to satisfy their accounting and Tax requirements. Seller shall execute and Buyer Purchaser shall execute (and shall cause the Company and each of its Subsidiaries to execute) such documents as may be necessary to file any Tax Returns, to respond to or contest any audit, to prosecute any claim for refund or credit and to otherwise satisfy any Tax requirements relating to the Company or any of its SubsidiariesCompany. Seller Purchaser shall (and Buyer, shall cause the Company and each of its Subsidiaries shall to) retain, and shall provide the other party Seller with reasonable access to, the books and records relating to the Company and its Subsidiaries for ten years from until the Closing Date and for such additional period as Seller or Buyer may reasonably request expiration of the otherapplicable statute of limitations (including extensions), and, in any event, Purchaser shall provide Seller 60 days written notice before disposing of such books and records, at which xxxx Xxxxxx can, at its own expense, take possession of such books and records.