Access and Assistance. Following the Effective Time, Purchaser shall and shall cause the Company and each of the Subsidiaries to give Sellers and their authorized representatives reasonable access during normal business hours upon at least five (5) Business Days’ prior written notice to the books and records of the Company to the extent relating to periods prior to or including the Effective Time as Sellers may reasonably request for purposes of preparing Tax Returns and conducting proceedings relating to Taxes. Purchaser, the Company, each of the Subsidiaries, Sellers and their Affiliates will provide each other with such assistance as may reasonably be requested by any of them in connection with the preparation of any Tax Return, any audit or other examination by any Taxing Authority, any judicial or administrative proceedings relating to Liability for Taxes, or any other matter relating to Taxes and arising under this Section 7.3, and each will retain and provide the others with any records or information that may be relevant to any such Tax Return, audit or examination, proceeding or claim. Such assistance shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and shall include providing copies of any relevant Tax Returns and supporting work schedules and other records and information which assistance shall be provided without charge except for reimbursement of reasonable out-of-pocket expenses. Purchaser will or will cause the Company and each of the Subsidiaries to retain, until all appropriate statutes of limitation (including any extensions) expire, copies of all Tax Returns of the Company and the Subsidiaries, supporting work schedules and other records or information which may be relevant to such Tax Returns, and will not destroy or otherwise dispose of such materials without first providing Sellers with a reasonable opportunity to review and copy such materials.
Access and Assistance. Buyer, each Company Party, Seller and their Affiliates shall provide each other with such assistance as may reasonably be requested by any of them in connection with the preparation of any Tax Return, any audit or other examination by any Taxing Authority, any judicial or administrative proceedings relating to liability for Taxes, or any other claim arising under this Agreement, and each shall retain and provide the others with any records or information that may be relevant to any such Tax Return, audit or examination, proceeding or claim. Such assistance shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and shall include providing copies of any relevant Tax Returns and supporting work schedules which assistance shall be provided without charge except for reimbursement of reasonable out-of-pocket expenses.
Access and Assistance. After the Closing, upon reasonable notice, the Buyer shall furnish, or cause to be furnished, to the Seller and its Affiliates, and their accountants, counsel and other representatives, access to such information, personnel and assistance relating to the Group Companies as may be reasonably necessary for the Seller’s and its Affiliates’ financial reporting and accounting matters and any Tax matter, or the defence or prosecution of, or response required under or pursuant to, any lawsuit, action or proceeding, and the Seller shall furnish, or cause to be furnished, to the Buyer and its Affiliates, and their accountants, counsel and other representatives, access to such information in the possession of the Seller and its Affiliates and relating to the Group Companies as may be reasonably necessary for the Buyer and the Group Companies’ financial reporting and accounting matters and any Tax matter, or the defence or prosecution of, or response required under or pursuant to, any lawsuit, action or proceeding.
Access and Assistance. If the Authority or its authorised agents are carrying out an audit under Paragraph 146.5.1, the Supplier shall grant the Authority (or its authorised agents) reasonable right of access to: any premises of the Supplier which are used in connection with the preparation of the provisional or final Load Shape; and the Customer Site Specific information used to prepare the provisional or final Load Shape.
Access and Assistance. Customer shall provide such access to Customer’s premises, facilities, and computer systems and networks as may reasonably be requested by InTune for the purposes of performing the Professional Services. Customer shall respond promptly to any InTune request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for InTune to perform the Professional Services. Customer shall provide such Customer Data as set forth in the applicable Statement of Work or as InTune may reasonably request in order to carry out the Professional Services, in a timely manner, and ensure that it is complete and accurate in all material respects.
Access and Assistance. For six (6) months after the Closing Date, Transferee shall:
Access and Assistance. (a) During the Interim Period, Contributor will afford Corporation reasonable access, at Corporation’s sole cost, risk and expense, during normal business hours and in such manner as not to unreasonably interfere with normal operation of Contributor’s business, to the Records and other Assets of Contributor, any other information reasonably requested by Corporation (to the extent in the possession or control of Contributor), and the employees of Contributor and its Affiliates responsible for and knowledgeable about such Records, other Assets, or other information, for the purpose of Corporation conducting a reasonable due diligence review of the Assets or to prepare for the transition of the Assets from Contributor to Corporation, but only to the extent that Contributor may do so without violating any contractual obligations to a Third Party and to the extent that Contributor has the authority to grant such access. Contributor shall use reasonable efforts to obtain a waiver of any such obligations or any consent necessary to provide such access. Contributor shall have the right to have a Representative present at all times during such review.
Access and Assistance. (a) During the Interim Period, Seller will afford Buyer reasonable access, during normal business hours and in such manner as not to unreasonably interfere with the normal operation of Seller’s business, to the Assets and the Records for the purpose of Buyer conducting a reasonable due diligence review of the Assets, but only to the extent that Seller may do so without violating any obligations to an unaffiliated third party and to the extent that Seller has the authority to grant such access (provided that, upon written request by Buyer, Seller agrees to use its commercially reasonable effort to obtain waivers of any such obligation and to obtain authority to grant such access). Seller shall have the right to have a Representative present at all times during such review. Notwithstanding the foregoing, the only access Buyer will be afforded in respect of title matters is as set forth in Section 8 and in respect of environmental matters is as set forth in Section 9.
Access and Assistance. (a) The parties agree to provide each other with all reasonable assistance and access to records and documents (including all electronic records and documents) required to prepare and lodge any Tax Returns. The parties must also provide reasonable access to any employee, agent, director or other person who has information which is necessary to prepare and lodge the any Tax Returns.
Access and Assistance. Purchaser, the Company, the Shareholders’ Representative (on behalf of the Shareholders) and their respective Affiliates will provide each other with such assistance as may reasonably be requested by any of them in connection with the preparation of any Tax Return, any audit or other examination by any Taxing Authority, any judicial or administrative proceedings relating to Liability for Taxes, or any other Claim arising under this Agreement, and each will retain and provide the others with any records or information that may be relevant to any such Tax Return, audit or examination, proceeding or Claim. Such assistance shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and shall include providing copies of any relevant Tax Returns and supporting work schedules which assistance shall be provided without charge except for reimbursement of reasonable out-of-pocket expenses.
