Mutual Assistance and Records. 33 8.3 Press Release and Announcements........................................33 8.4 Expenses...............................................................34 8.5
Mutual Assistance and Records. Each of the parties hereto agrees that they will mutually cooperate in the expeditious filing of all notices, reports and other filings with any governmental authority required to be submitted jointly by Buyer and Seller in connection with the execution and delivery of this Agreement, the other agreements contemplated hereby and the consummation of the transactions contemplated hereby or thereby. Subsequent to the Closing, Seller and Buyer at their own cost, will assist each other (including by the retention of records and the provision of access to relevant records) in the preparation of their respective Tax Returns and the filing and execution of Tax elections, if required, as well as in the defense of any audits or litigation that may ensue as a result of the filing thereof, to the extent that such assistance is reasonably requested. The Purchase Price shall be allocated among the Purchased Assets in accordance with the methodology described on Schedule 8.2 hereof. Each of the parties hereto covenants and agrees to prepare and timely file all applicable Tax Returns and information reports in accordance with the allocations developed by Buyer based on the methodology set forth on Schedule 8.2, which allocations are intended to comply with Section 1060 of the Code. Each of the parties hereto agrees that Seller may retain copies of any records purchased by Buyer hereunder, subject to the provisions of Section 8.14
Mutual Assistance and Records. Each Party agrees that it will ----------------------------- cooperate in the expeditious filing of all notices, reports and other filings with any governmental authority required to be submitted jointly by it and any other Party hereto in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. Subsequent to the Closing, each Party, at its own cost, will assist each other Party (including by the retention of records and the provision of access to relevant records) in the preparation of their respective tax returns and the filing and execution of tax elections, if required, as well as in the defense of any audits or litigation that may ensue as a result of the filing thereof, to the extent that such assistance is reasonably requested. Each Party shall be afforded access to and the right to copy such records in the hands of any other Party during normal business hours, at the expense of the person requesting access.
Mutual Assistance and Records. Each of the parties hereto agrees that they will mutually cooperate in the expeditious filing of all notices, reports and other filings with any governmental authority required to be submitted jointly by Purchaser and Seller in connection with the execution and delivery of this Agreement, the other agreements contemplated hereby and the consummation of the transactions contemplated hereby or thereby. Subsequent to the Closing, Seller and Purchaser at their own cost, will assist each other (including by the retention of records and the provision of access to relevant records) in the preparation of their respective Tax Returns and the filing and execution of Tax elections, if required, as well as in the defense of any audits or litigation that may ensue as a result of the filing thereof, to the extent that such assistance is reasonably requested. The Purchase Price shall be allocated among the Purchased Assets in accordance with the methodology described on Schedule 1.3 hereof and the parties will file a Federal IRS Form 8594. Each of the parties hereto covenants and agrees to prepare and timely file all applicable Tax Returns and information reports in accordance with the allocations developed by the parties.
Mutual Assistance and Records. Buyer, Seller and ----------------------------- Shareholder agree that they will mutually cooperate in the expeditious filing of all notices, reports and other filings with any governmental authority required to be submitted jointly by Buyer and Seller in connection with the execution and delivery of this Agreement, the other agreements contemplated hereby and the consummation of the transactions contemplated hereby or thereby. Subsequent to the Closing, Seller and Buyer, at their own cost, will assist each other (including by the retention and provision of access to relevant records) in the preparation of their respective Tax Returns and the filing and execution of Tax elections, if required, as well as in the defense of any audits or litigation that may ensue as a result of the filing thereof, to the extent that such assistance is reasonably requested. The Purchase Price shall be allocated among the Purchased Assets in the manner set forth in the "Allocation Schedule" ------------------- attached hereto. Buyer and Seller each hereby covenant and agree to prepare and timely file all applicable Tax Returns and information reports in accordance with the Allocation Schedule, which allocations are intended to comply with Section 1060 of the Code. Seller acknowledges and agrees that from and after the Closing, except as set forth in Section 2.01(b), Buyer will be entitled to possession of all original documents, books, records (including Tax records), agreements, and financial data of any sort relating to the Business and the Purchased Assets. Buyer shall provide the Seller reasonable access during regular business hours to the documents, books, records, agreements and data of the Business that relate to the period before the Closing Date and that are described in a writing provided to Buyer a reasonable time in advance of the date on which Seller desires access to such materials; provided that Seller has a valid business purpose unrelated to any matter in dispute between the parties; and provided further that Buyer may, in its sole discretion, terminate all or any portion of Seller's access rights hereunder at any time Buyer in good faith determines that Seller's interests are adverse to Buyer's with regard to a matter arising in connection with this Agreement or otherwise. Buyer shall notify Seller in writing upon making a determination that Seller's access rights hereunder are terminated.
Mutual Assistance and Records. The Parties agree that they will (i) mutually cooperate in the expeditious filing of all notices, reports and other filings with any Government Entity required to be submitted jointly by Buyer and SFHC and (ii) provide reasonable cooperation to mutually assist one another in connection with their respective obligations relating to the filing of all notices, reports and other filings with any Government Entity required to be submitted by another Party, in each case in connection with the execution and delivery of this Agreement, the other agreements contemplated hereby and the consummation of the transactions contemplated hereby or thereby. The Parties agree that, following the Closing, the SFHC Partners' Representative may retain copies of any records of SFHC or any of SFHC's Affiliates, subject to the provisions of Section 10(f). Buyer shall cause to be maintained all records of SFHC and its Affiliates for the lesser of seven (7) years or the standard retention policy of Buyer; provided, however, that prior to the seventh anniversary of the Closing Date no such records shall be destroyed unless Buyer provides the SFHC Partners' Representative with at least ninety (90) days prior written notice. Upon receipt of notice of intended destruction, the SFHC Partners' Representative shall have the option, at its sole cost and expense, to take possession of the records set for destruction, in which case the SFHC Partners' Representative shall assume all further cost of storage and destruction of such records. The SFHC Partners' Representative shall be afforded access to and the right to copy such records in the names of the Buyer during normal business hours, at his expense.
Mutual Assistance and Records. 46 11.6 Non-Competition; Non-Solicitation.................... 46 11.7
Mutual Assistance and Records. Acquisition, the Company and the Shareholders agree that they will mutually cooperate in the expeditious filing of all notices, reports and other filings with any governmental authority required to be submitted jointly by the Company and Acquisition in connection with the execution and delivery of this Agreement, the other agreements contemplated hereby and the consummation of the transactions contemplated hereby or thereby. Unless otherwise consented to in writing by the Board, the Surviving Corporation and the Shareholders will not, for a period of seven (7) years following the date hereof, destroy, alter or otherwise dispose of any of the books and records of any of the Company or the Surviving Corporation hereunder or retained by the Company or the Surviving Corporation or the Shareholders without first offering to surrender to the shareholders of Acquisition such books and records or any portion thereof of which the Company may intend to destroy, alter or dispose.
Mutual Assistance and Records. Each of DTN and WSC agree that they will mutually cooperate in the expeditious filing of all notices, reports and other filings with any governmental authority required to be submitted jointly by DTN and WSC in connection with the execution and delivery of this Agreement, the other agreements contemplated hereby and the consummation of the transactions contemplated hereby or thereby. Subsequent to the Closing, ABRY and DTN, at their own cost, will assist each other (including making records available) in the preparation of their respective Tax Returns and the filing and execution of any Tax elections, if required, as well as any audits or litigation that may ensue as a result of the filing thereof, to the extent that such assistance is reasonably requested.
Mutual Assistance and Records. Purchaser and the Debtors agree that ----------------------------- they will mutually cooperate in the expeditious filing of all notices, reports and other filings with any governmental authority required to be submitted jointly in connection with the execution and delivery of this Agreement, the other agreements contemplated hereby and the consummation of the transactions contemplated hereby or thereby. Subsequent to the Closing, Purchaser and the Debtors, at their own cost, will assist each other (including by the retention of records and the provision of access to relevant records) in the preparation of their respective Tax returns and the filing and execution of Tax elections, if required, as well as in the defense of any audits or litigation that may ensue as a result of the filing thereof, to the extent that such assistance is reasonably requested.
