Common use of Retention of Tax Records Clause in Contracts

Retention of Tax Records. Each Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for the relevant Pre-Deconsolidation Period(s), and UTC shall preserve and keep all other Tax Records relating to Taxes of the Groups for the relevant Pre-Deconsolidation Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (a) the expiration of any applicable statutes of limitations, or (b) seven years after the relevant Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records upon 90 days’ prior written notice to the other Companies. If, prior to the Retention Date, a Company reasonably determines that any Tax Records that it would otherwise be required to preserve and keep under this Section 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Companies agree, then such first Company may dispose of such Tax Records upon 90 days’ prior notice to the other Companies. Any notice of an intent to dispose given pursuant to this Section 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail the files, books, or other records being disposed. The notified Companies shall have the opportunity, at their cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax Records.

Retention of Tax Records. Each Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for the relevant Pre-Deconsolidation Period(s)Distribution Periods, and UTC Houston shall preserve and keep all other Tax Records relating to Taxes of the Groups for the relevant Pre-Deconsolidation Distribution Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (ai) the expiration of any applicable statutes of limitations, or (bii) seven (7) years after the relevant Deconsolidation Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records upon 90 daysninety (90) Business Days’ prior written notice to the other CompaniesCompany. If, prior to the Retention Date, (a) a Company reasonably determines that any Tax Records that which it would otherwise be required to preserve and keep under this Section 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Companies agreeCompany agrees, then such first Company may dispose of such Tax Records upon 90 daysninety (90) Business Days’ prior notice to the other CompaniesCompany. Any notice of an intent to dispose given pursuant to this Section 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail the fileseach file, booksbook, or other records record accumulation being disposed. The notified Companies Company shall have the opportunity, at their its cost and expense, to copy or remove, within such 90-day ninety (90)-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Company determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Company may decommission or discontinue such program or system upon ninety (90) Business Days’ prior notice to the other Company and the other Company shall have the opportunity, at its cost and expense, to copy, within such ninety (90)-day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for the relevant Pre-Deconsolidation Period(s)Distribution Periods, and UTC Encompass shall preserve and keep all other Tax Records relating to Taxes of the Groups for the relevant Pre-Deconsolidation Distribution Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (a) the expiration of any applicable statutes of limitationslimitations (taking into account extensions), or (b) seven years after the relevant Deconsolidation Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records upon 90 days’ prior written notice to the other CompaniesCompany. If, prior to the Retention Date, a Company reasonably determines that any Tax Records that it would otherwise be required to preserve and keep under this Section 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Companies agreeCompany agrees, then such first Company may dispose of such Tax Records upon 90 days’ prior notice to the other CompaniesCompany. Any notice of an intent to dispose given pursuant to this Section 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail the files, books, books or other records being disposed. The notified Companies Company shall have the opportunity, at their its cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax Records.

Retention of Tax Records. Each Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for the relevant Pre-Deconsolidation Period(s), and UTC XPO shall preserve and keep all other Tax Records relating to Taxes of the Groups for the relevant Pre-Deconsolidation Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (a) the expiration of any applicable statutes of limitations, or (b) seven ten years after the relevant Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records upon 90 days’ prior written notice to the other CompaniesCompany. If, prior to the Retention Date, a Company reasonably determines that any Tax Records that it would otherwise be required to preserve and keep under this Section 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Companies agreeCompany agrees, then such first Company may dispose of such Tax Records upon 90 days’ prior notice to the other CompaniesCompany. Any notice of an intent to dispose given pursuant to this Section 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail the files, books, books or other records being disposed. The notified Companies Company shall have the opportunity, at their its cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax Records.

Retention of Tax Records. Each Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for the relevant Pre-Deconsolidation Period(s)Periods, and UTC Grace shall preserve and keep all other Tax Records relating to Taxes of the Groups for the relevant Pre-Deconsolidation Tax Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (ai) the expiration of any applicable statutes of limitations, or (bii) seven years after the relevant Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records pertaining to the assets or activities of the other Group only upon 90 days’ prior written notice to the other CompaniesGroup. If, prior to the Retention Date, a Company reasonably determines that any Tax Records that which it would otherwise be required to preserve and keep under this Section 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Companies agreeLaw, then such first Company it may dispose of such Tax Records; provided, that if such Tax Records upon pertain to the assets or activities of the other Group, the Company shall provide such other Group with 90 days’ prior notice to the other Companieswritten notice. Any notice of an intent to dispose given pursuant to this Section 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail the fileseach file, booksbook, or other records record accumulation being disposed. The notified Companies Company shall have the opportunity, at their its cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, GCP determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then GCP may decommission or discontinue such program or system upon 90 days’ prior notice to Grace and Grace shall have the opportunity, at its cost and expense, to copy, within such 90-day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Company shall preserve and keep all Tax Records (including emails and other digitally stored materials) exclusively relating to the assets and activities of its Group for the relevant Pre-Deconsolidation Period(s)Periods, and UTC Parent shall preserve and keep all other Tax Records relating to Taxes of the Groups for the relevant Pre-Deconsolidation Tax Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (ai) the expiration of any applicable statutes of limitations, or (bii) seven years after the relevant Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records upon 90 days’ prior written notice to the other CompaniesCompany. If, prior to the Retention Date, a Company reasonably determines that any Tax Records that which it would otherwise be required to preserve and keep under this Section 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Companies agreeCompany agrees, then such first Company may dispose of such Tax Records upon 90 days’ prior notice to the other CompaniesCompany. Any notice of an intent to dispose given pursuant to this Section 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail the files, books, or other records being disposed. The notified Companies Company shall have the opportunity, at their its cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax Records, and the other Company will then dispose of the same Tax Records. If, at any time prior to the Retention Date, a Company determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Company may decommission or discontinue such program or system upon 90 days’ prior notice to the other Company, and the other Company shall have the opportunity, at its cost and expense, to copy, within such 90-day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Company Party shall preserve and keep all Tax Records (including emails and other digitally stored materials) exclusively relating to the assets and activities of its Group for the relevant Pre-Deconsolidation Period(s), Periods and UTC shall preserve and keep all other Tax Records relating to Taxes of the Groups for the relevant Pre-Deconsolidation Tax Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (ai) the expiration of any applicable statutes of limitations, or (bii) seven years after the relevant Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each Company Party may dispose of such Tax Records upon 90 days’ prior written notice to the other CompaniesParty. If, prior to the Retention Date, a Company Party reasonably determines that any Tax Records that which it would otherwise be required to preserve and keep under this Section 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Companies agreeParty agrees, then such first Company Party may dispose of such Tax Records upon 90 days’ prior notice to the other CompaniesParty. Any notice of an intent to dispose given pursuant to this Section 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail the fileseach file, booksbook, or other records record accumulation being disposed. The notified Companies Party shall have the opportunity, at their its cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax Records, and the other Party will then dispose of the same Tax Records.

Retention of Tax Records. Each Company shall preserve and keep all Tax Records exclusively relating to and related work papers and other documentation in its possession as of the assets and activities of its Group for the relevant Pre-Deconsolidation Period(s), and UTC shall preserve and keep all other Tax Records date hereof relating to Taxes of the Groups Parties for the relevant Pre-Deconsolidation PeriodsDistribution Periods or Taxes or Tax matters that are the subject of this Agreement, in each case, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (a) the expiration of any applicable statutes of limitationslimitations (including any waivers or extensions thereof), or (b) seven years after the relevant Deconsolidation Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records upon 90 sixty (60) days’ prior written notice to the other CompaniesParties. If, prior to the Retention Date, a Company reasonably determines that any Tax Records that which it would otherwise be required to preserve and keep under this Section 9 Article 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Companies Parties agree, then such first Company Party may dispose of such Tax Records upon 90 sixty (60) days’ prior notice to the other CompaniesParties. Any notice of an intent to dispose given pursuant to this Section 9.01 8.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail the fileseach file, booksbook, or other records record accumulation being disposed. The notified Companies Party shall have the opportunity, at their its cost and expense, to copy or remove, within such 90-day sixty (60)-day period, all or any part of such Tax Records.

Retention of Tax Records. Each Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for the relevant Pre-Deconsolidation Period(s), and UTC XPO shall preserve and keep all other Tax Records relating to Taxes of the Groups for the relevant Pre-Deconsolidation Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (a) the expiration of any applicable statutes of limitations, or (b) seven ten years after the relevant Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records upon 90 days’ prior written notice to the other CompaniesCompany. If, prior to the Retention Date, a Company reasonably determines that any Tax Records that it would otherwise be required to preserve and keep under this Section 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Companies agreeCompany agrees, then such first Company may dispose of such Tax Records upon 90 days’ prior notice to the other CompaniesCompany. Any notice of an intent to dispose given pursuant to this Section 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail the files, books, or other records being disposed. The notified Companies Company shall have the opportunity, at their its cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax Records.

Retention of Tax Records. Each Company shall preserve and keep all Tax Records (including emails and other digitally stored materials) exclusively relating to the assets and activities of its Group for the relevant Pre-Deconsolidation Period(s), Periods and UTC shall preserve and keep all other Tax Records relating to Taxes of the Groups for the relevant Pre-Deconsolidation Tax Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (ai) the expiration of any applicable statutes of limitations, or (bii) seven years after the relevant Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records upon 90 days’ prior written notice to the other CompaniesCompany. If, prior to the Retention Date, a Company reasonably determines that any Tax Records that which it would otherwise be required to preserve and keep under this Section 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Companies agreeCompany agrees, then such first Company may dispose of such Tax Records upon 90 days’ prior notice to the other CompaniesCompany. Any notice of an intent to dispose given pursuant to this Section 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail the fileseach file, booksbook, or other records record accumulation being disposed. The notified Companies Company shall have the opportunity, at their its cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax Records, and the other Party will then dispose of the same Tax Records.

Retention of Tax Records. Each Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for the relevant Pre-Deconsolidation Period(s)Periods, and UTC EPC shall preserve and keep all other Tax Records relating to Taxes of the Groups for the relevant Pre-Deconsolidation Tax Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (ai) the expiration of any applicable statutes of limitations, or (bii) seven ten years after the relevant Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records upon 90 days’ prior written notice to the other CompaniesCompany. If, prior to the Retention Date, a Company reasonably determines that any Tax Records that which it would otherwise be required to preserve and keep under this Section 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Companies agreeCompany agrees, then such first Company may dispose of such Tax Records upon 90 days’ prior notice to the other CompaniesCompany. Any notice of an intent to dispose given pursuant to this Section 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail the fileseach file, booksbook, or other records record accumulation being disposed. The notified Companies Company shall have the opportunity, at their its cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax Records.

Retention of Tax Records. Each Company shall preserve and keep all Tax Records exclusively relating to (including emails and other digitally stored materials and related workpapers and other documentation) in its possession as of the assets and activities of its Group for the relevant Pre-Deconsolidation Period(s), and UTC shall preserve and keep all other Tax Records date hereof or relating to Taxes of the Groups for the relevant Pre-Deconsolidation PeriodsDistribution Periods or Taxes or Tax matters that are the subject of this Agreement, in each case, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (ai) ninety (90) days after the expiration of any applicable statutes of limitationslimitations (taking into account any extensions), or (bii) seven (7) years after the relevant Deconsolidation Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records upon 90 ninety (90) days’ prior written notice to the other CompaniesCompany. If, prior to the Retention Date, a Company reasonably determines that any Tax Records that which it would otherwise be required to preserve and keep under this Section Article 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Companies agreeCompany agrees, then such first Company may dispose of such Tax Records upon 90 ninety (90) days’ prior notice to the other CompaniesCompany. Any notice of an intent to dispose given pursuant to this Section 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail the fileseach file, books, book or other records record accumulation being disposed. The notified Companies Company shall have the opportunity, at their cost and expenseits cost, to copy or remove, within such ninety (90-) day period, all or any part of such Tax Records, and the other Company shall then dispose of the same Tax Records.

Retention of Tax Records. Each Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for the relevant Pre-Deconsolidation Period(s)Periods, and UTC EPC shall preserve and keep all other Tax Records relating to Taxes of the Groups for the relevant Pre-Deconsolidation Tax Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (ai) the expiration of any applicable statutes of limitations, or (bii) seven years after the relevant Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records upon 90 days’ prior written notice to the other CompaniesCompany. If, prior to the Retention Date, a Company reasonably determines that any Tax Records that which it would otherwise be required to preserve and keep under this Section 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Companies agreeCompany agrees, then such first Company may dispose of such Tax Records upon 90 days’ prior notice to the other CompaniesCompany. Any notice of an intent to dispose given pursuant to this Section 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail the fileseach file, booksbook, or other records record accumulation being disposed. The notified Companies Company shall have the opportunity, at their its cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax Records.