Common use of Cooperation and Records Retention Clause in Contracts

Cooperation and Records Retention. Seller and Buyer shall (i) each provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies to provide Seller, with such assistance as may reasonably be requested by any of them in connection with the preparation of any Tax Return, audit or other examination by any Taxing Authority or judicial or administrative proceedings relating to liability for taxes, which the other party may be liable for, (ii) each retain and provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies to retain and provide Seller, with any records or other information which may be relevant to such Tax Return, audit or examination, proceeding or determination, and (iii) each provide the other with any final determination of any such audit or examination, proceeding or determination that affects any amount required to be shown on any such Tax Return of the other for any period. Without limiting the generality of the foregoing, Buyer shall retain, and shall cause BGH Holdings, BRH Holdings and the Companies to retain, and Seller shall retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all Tax Returns, supporting work schedules and other records or information which may be relevant to such returns for all tax periods or portions thereof ending before or including the Closing Date and shall not destroy or otherwise dispose of any such records without first providing the other party with a reasonable opportunity to review and copy the same. In the event that a party fails to reasonably comply with any request by the other to provide any assistance, records, information or other items contemplated by this Section 8.07 (b), the requesting party shall have the right, in addition to any other remedies which it might have under this Agreement or under Law, to retain (at the other party's expense) such accountants, attorneys or other advisors as reasonably necessary for the purpose of conducting an audit of the books and records of the other party or its Affiliates, as applicable, in order to obtain such requested assistance, records, information or other items.

Cooperation and Records Retention. Seller The parties hereto and Buyer shall their Affiliates shall, in each case as it relates to the Company: (ia) provide each provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies to provide Seller, other with such assistance as may be reasonably be requested by any of them in connection with the preparation of any Tax Return, audit Return or other examination by any Taxing Authority or judicial or administrative proceedings relating to liability for taxesTax Proceeding, which the other party may be liable forshall include access to personnel responsible for preparing, maintaining, and interpreting information relevant to Taxes on a mutually convenient basis, (iib) each retain and provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies to retain and provide Seller, each other with any records or other information which that may be relevant to such Tax Return, audit Return or examination, proceeding or determinationTax Proceeding, and (iiic) provide each provide the other with copies of any final determination of any such audit or examinationTax Proceeding, proceeding or determination to the extent that it affects any amount such other Person’s Taxes or Tax Returns required to be shown on paid or filed after any such Tax Return of the other for any perioddetermination. Without limiting the generality of the foregoingimmediately preceding sentence, Buyer shall retain, and shall cause BGH Holdings, BRH Holdings and the Companies Company to retain, and Seller shall retain, until sixty (60) days after the applicable statutes of limitations (including any extensions) have expired, copies of all Tax Returns, supporting work schedules schedules, and other records or information which that may be relevant to such returns Tax Returns for all tax periods or portions thereof ending before or including the Pre-Closing Date Tax Periods and shall not destroy or otherwise dispose of any such records without first providing the other party Sellers and their respective Affiliates with a reasonable opportunity to review and copy the same. In the event The parties hereto and their Affiliates further agree, upon request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce, or eliminate any Tax that a party fails to reasonably comply with could be imposed on any request by of the other to provide any assistance, records, information parties or other items their Affiliates in connection with the Company or the transactions contemplated by this Section 8.07 (b), the requesting party shall have the right, in addition to any other remedies which it might have under this Agreement or under Law, to retain (at the other party's expense) such accountantsTransaction Documents. The parties hereto and their respective Affiliates shall each bear their own expenses in complying with the provisions of this Section 10.04; provided that, attorneys or other advisors as reasonably necessary for the purpose of conducting an audit of the books and records of if any action requested by a party will require the other party to incur more than de minimus out of pocket expenses, the other party may, without breach of this Agreement, condition its compliance on payment or its Affiliates, as applicable, in order to obtain reimbursement of such requested assistance, records, information or other itemsexpenses by the requesting party.

Cooperation and Records Retention. The Seller Parties, the Seller Party Representative, and Buyer shall (i) each provide the other, and Buyer shall cause BGH Holdings, BRH Holdings the Company to provide the Seller Parties and the Companies to provide SellerSeller Party Representative, with such assistance as may be reasonably be requested by any of them in connection with the preparation of any Tax Return, audit audit, or other examination by any Taxing Authority or judicial or administrative proceedings relating to liability for taxes, which the other party may be liable forTaxes, (ii) each retain and provide provide, as may be reasonably requested, the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies Company to retain and provide Sellerthe Seller Parties and the Seller Party Representative with, with any records or other information which that may be relevant to such Tax Return, audit or examination, proceeding proceeding, or determination, and (iii) each provide the other others with any final determination of any such audit or examination, proceeding proceeding, or determination that affects any amount required to be shown on any such Tax Return of the other Company for any period. Without limiting the generality of the foregoing, Buyer shall retain, and shall cause BGH Holdings, BRH Holdings and the Companies Company to retain, and the Seller Parties and the Seller Party Representative shall retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all Tax Returns, supporting work schedules and other records or information which that may be relevant to such returns for all tax Tax periods or portions thereof ending before or including the Closing Date and shall not destroy or otherwise dispose of any such records without first providing the other party parties hereto with a reasonable opportunity to review and copy the same. In Seller Parties, the event that a Seller Party Representative and Buyer further agree to use their commercially reasonable efforts to obtain, upon the reasonable request of any other party fails to reasonably comply with hereto, any request by the other to provide any assistance, records, information certificate or other items contemplated by this Section 8.07 (b), the requesting party shall have the right, in addition to document from any Governmental Authority or any other remedies which it might have under this Agreement Person necessary to mitigate, reduce or under Laweliminate any Tax that could be imposed on any party hereto (including, but not limited to, with respect to retain (at the other party's expense) such accountants, attorneys or other advisors as reasonably necessary for transactions contemplated hereby). Each party hereto shall bear its own expenses in complying with the purpose of conducting an audit of the books and records of the other party or its Affiliates, as applicable, in order to obtain such requested assistance, records, information or other itemsforegoing provisions.

Cooperation and Records Retention. The Seller Parties, the Seller Party Representative, and Buyer shall (i) each provide the other, and Buyer shall cause BGH Holdings, BRH Holdings the Company to provide the Seller Parties and the Companies to provide SellerSeller Party Representative, with such assistance as may be reasonably be requested by any of them in connection with the preparation of any Tax Return, audit audit, or other examination by any Taxing Authority or judicial or administrative proceedings relating to liability for taxes, which the other party may be liable forTaxes, (ii) each retain and provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies Company to retain and provide Sellerthe Seller Parties and the Seller Party Representative with, with any records or other information which that may be relevant to such Tax Return, audit or examination, proceeding proceeding, or determination, and (iii) each provide the other others with any final determination of any such audit or examination, proceeding proceeding, or determination that affects any amount required to be shown on any such Tax Return of the other Company for any period. Without limiting the generality of the foregoing, Buyer shall retain, and shall cause BGH Holdings, BRH Holdings and the Companies Company to retain, and the Seller Parties and the Seller Party Representative shall retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all Tax Returns, supporting work schedules and other records or information which that may be relevant to such returns for all tax Tax periods or portions thereof ending before or including the Closing Date and shall not destroy or otherwise dispose of any such records without first providing the other party parties hereto with a reasonable opportunity to review and copy the same. In Each party hereto shall bear its own expenses in complying with the event that a party fails to reasonably comply with any request by the other to provide any assistance, records, information or other items contemplated by this Section 8.07 (b), the requesting party shall have the right, in addition to any other remedies which it might have under this Agreement or under Law, to retain (at the other party's expense) such accountants, attorneys or other advisors as reasonably necessary for the purpose of conducting an audit of the books and records of the other party or its Affiliates, as applicable, in order to obtain such requested assistance, records, information or other itemsforegoing provisions.

Cooperation and Records Retention. Seller and Buyer Purchaser shall (i) each provide the other, and Buyer Purchaser shall cause BGH Holdings, BRH Holdings and the Companies Division Subsidiaries to provide Seller, with such assistance as may reasonably be requested by any of them in connection with the preparation of any Tax Return, audit audit, or other examination by any Taxing Authority taxing authority or judicial or administrative proceedings relating to liability for taxesTaxes (it being understood that, which without limiting the other party may be liable forgenerality of the foregoing, Seller shall, within 10 days after the filing of Seller's federal corporate income 63 70 tax return for 1995, but in no event later than October 1, 1996, provide Purchaser with a statement setting forth in reasonable detail a computation, under the federal income tax laws of the United States, of the current and accumulated earnings and profits of the Division Subsidiary as of the Closing Date), (ii) each retain and provide the other, and Buyer Purchaser shall retain and cause BGH Holdings, BRH Holdings and the Companies Division Subsidiaries to retain and provide SellerSeller with, with any records or other information which that may be relevant to such Tax Return, audit or examination, proceeding proceeding, or determination, and (iii) each provide the other with any final determination of any such audit or examination, proceeding proceeding, or determination that affects any amount required to be shown on any such Tax Return of the other for any period. Without limiting the generality of the foregoing, Buyer Purchaser shall retain, and shall cause BGH Holdings, BRH Holdings and the Companies Division Subsidiaries to retain, and Seller shall retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all Tax Returns, supporting work schedules schedules, and other records or information which that may be relevant to such returns for all tax periods or portions thereof ending before or including the Closing Date and shall not destroy or otherwise dispose of any such records without first providing the other party with a reasonable opportunity to review and copy the same. In the event that a party fails to reasonably comply with any request by the other to provide any assistance, records, information or other items contemplated by this Section 8.07 (b), the requesting party shall have the right, in addition to any other remedies which it might have under this Agreement or under Law, to retain (at the other party's expense) such accountants, attorneys or other advisors as reasonably necessary for the purpose of conducting an audit of the books and records of the other party or its Affiliates, as applicable, in order to obtain such requested assistance, records, information or other items.

Cooperation and Records Retention. Each Seller and Buyer shall (i) each provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies to provide Seller, other with such assistance as may reasonably be requested by any of them in connection with the preparation of any Tax Returnreturn, audit or other examination by any Taxing Authority taxing authority or judicial or administrative proceedings relating to liability for taxes, which the other party may be liable forTaxes, (ii) each retain and provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies to retain and provide Seller, other with any records or other information which may be relevant to such Tax Returnreturn, audit or examination, proceeding or determination, and (iii) each provide the other with any final determination of any such audit or examination, proceeding or determination that affects any amount required to be shown on any such Tax Return return of the other for any period. Without limiting the generality of the foregoing, Buyer shall retain, and shall cause BGH Holdings, BRH Holdings and the Companies to retain, and Seller Sellers shall retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all Tax Returnsreturns, supporting work schedules and other records or information which may be relevant to such returns for all tax periods or portions thereof ending before or including the Closing Date and shall not destroy or otherwise dispose of any such records without first providing the other party with a reasonable opportunity to review and copy the same. In the event that a party fails to reasonably comply with any request by the other to provide any assistance, records, information or other items contemplated by this Section 8.07 (b), the requesting Each party shall have the right, in addition at its own expense, to control any audit or determination by any authority, initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment of Taxes for any taxable period for which that party is charged with responsibility for filing a Tax Return under this Agreement; provided, however, that the Sellers, on the one hand, or the Buyer, on the other, shall not have the right to agree to any assessment, deficiency, settlement, or other remedies which it might have under this Agreement adjustment or under Law, to retain (at proposed adjustment of Taxes that would adversely affect the interests of the other without such other party's expense) such accountantswritten consent, attorneys or other advisors as reasonably necessary for the purpose of conducting an audit of the books and records of the other party or its Affiliates, as applicable, in order to obtain such requested assistance, records, information or other items.which consent shall not be

Cooperation and Records Retention. The Seller and the Buyer shall (i) each provide the other, and the Buyer shall cause BGH Holdings, BRH Holdings and the Acquired Companies to provide the Seller, with such assistance as may be reasonably be requested by any of them in connection with the preparation of any Tax Return, audit audit, or other examination by any Taxing Authority taxing authority or judicial or administrative proceedings relating to liability for taxes, which the other party may be liable for, Taxes and (ii) each retain and provide the other, and the Buyer shall cause BGH Holdings, BRH Holdings and the Acquired Companies to retain and provide Sellerthe Seller with, with any records or other information which that may be relevant to such Tax Return, audit or examination, proceeding proceeding, or determination, and (iii) each provide the other with any final determination of any such audit or examination, proceeding proceeding, or determination that affects any amount required to be shown on any such Tax Return of the other or the Acquired Companies for any periodperiod ending before, or including, the Closing Date. Without limiting the generality of the foregoing, the Buyer shall retain, and shall cause BGH Holdings, BRH Holdings and the Acquired Companies to retain, and the Seller shall retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all Tax Returns, supporting work schedules schedules, and other records or information which that may be relevant to such returns for all tax Tax periods or portions thereof ending before or including the Closing Date and shall not destroy or otherwise dispose of any such records without first providing the other party with a reasonable opportunity to review and copy the same. In the event that a party fails to reasonably comply with any request by the other to provide any assistance, records, information or other items contemplated by this Section 8.07 (b), the requesting Each party shall have bear its own expenses in complying with the right, in addition to any other remedies which it might have under this Agreement or under Law, to retain (at the other party's expense) such accountants, attorneys or other advisors as reasonably necessary for the purpose of conducting an audit of the books and records of the other party or its Affiliates, as applicable, in order to obtain such requested assistance, records, information or other itemsforegoing provisions.

Cooperation and Records Retention. The Seller Representative and the Buyer shall (i) each provide the other, and the Buyer shall cause BGH Holdings, BRH Holdings and the Companies each Opto-tech Entity to provide Sellerthe Seller Representative, with such assistance as may be reasonably be requested by any of them in connection with the preparation of any Tax Return, audit audit, or other examination by any Taxing Authority or judicial or administrative proceedings relating to liability for taxes, which the other party may be liable forTaxes, (ii) each retain and provide the other, and the Buyer shall cause BGH Holdings, BRH Holdings and the Companies each Opto-tech Entity to retain and provide Sellerthe Seller Representative with, with any records or other information which that may be relevant to such Tax Return, audit or examination, proceeding proceeding, or determination, and (iii) each provide the other with any final determination of any such audit or examination, proceeding proceeding, or determination that affects any amount required to be shown on any such Tax Return of the other any Opto-tech Entity for any period. Without limiting the generality of the foregoing, the Buyer shall retain, and shall cause BGH Holdings, BRH Holdings and the Companies each Opto-tech Entity to retain, and the Seller Representative shall retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all Tax Returns, supporting work schedules schedules, and other records or information which that may be relevant to such returns for all tax Tax periods or portions thereof ending before or including the Closing Date and shall not destroy or otherwise dispose of any such records without first providing the other party Party with a reasonable opportunity to review and copy the same. In Each Party shall bear its own expenses in complying with the event that a party fails to reasonably comply with any request by the other to provide any assistance, records, information or other items contemplated by this Section 8.07 (b), the requesting party shall have the right, in addition to any other remedies which it might have under this Agreement or under Law, to retain (at the other party's expense) such accountants, attorneys or other advisors as reasonably necessary for the purpose of conducting an audit of the books and records of the other party or its Affiliates, as applicable, in order to obtain such requested assistance, records, information or other itemsforegoing provisions.

Cooperation and Records Retention. Seller The Sellers’ Representative and the Buyer shall (i) each provide the other, and the Buyer shall cause BGH Holdings, BRH Holdings and the Acquired Companies to provide Sellerthe Sellers’ Representative, with such assistance as may be reasonably be requested by any of them in connection with the preparation of any Tax Return, Return or any audit or other examination by any Taxing Authority or judicial or administrative proceedings Proceedings relating to liability Liability for taxes, which the other party may be liable forTaxes, (ii) each retain and provide the other, and the Buyer shall cause BGH Holdings, BRH Holdings and the Acquired Companies to retain and provide Sellerthe Sellers’ Representative with, with any records or other information which that may be relevant to such Tax Return, audit or examination, proceeding Proceeding, or determinationdetermination (in each case, in accordance with its ordinary retention policy for Tax-related documents and records), and (iii) each provide the other with any final determination of any such audit or examination, proceeding Proceeding, or determination that affects any amount required to be shown on any such Tax Return of the other or any Acquired Company for any period, provided that nothing herein shall require (x) any Seller to disclose any Tax Return in respect of Seller Group Taxes or (y) either Sellers’ Representative or the Buyer to disclose any information if such disclosure would jeopardize any attorney-client or other legal privilege or contravene or violate any legal requirement or applicable Law, or would result in the disclosure of any trade secrets or other sensitive, competitive information. Without limiting Such assistance or access shall be afforded by each Party upon receipt of reasonable advance notice and during normal business hours, provided that such assistance or access does not unreasonably interfere with the generality normal operations of the foregoing, Buyer shall retain, and shall cause BGH Holdings, BRH Holdings and the Companies to retain, and Seller shall retain, until the applicable statutes of limitations such Party or its Affiliates (including any extensionsAcquired Company) have expired, copies of all Tax Returns, supporting work schedules and other records that the Party seeking such assistance or information which may access shall be relevant solely responsible for any costs or expenses incurred by it pursuant to such returns for all tax periods or portions thereof ending before or including the Closing Date and shall not destroy or otherwise dispose of any such records without first providing the other party with a reasonable opportunity to review and copy the same. In the event that a party fails to reasonably comply with any request by the other to provide any assistance, records, information or other items contemplated by this Section 8.07 (b), the requesting party shall have the right, in addition to any other remedies which it might have under this Agreement or under Law, to retain (at the other party's expense) such accountants, attorneys or other advisors as reasonably necessary for the purpose of conducting an audit of the books and records of the other party or its Affiliates, as applicable, in order to obtain such requested assistance, records, information or other items.8.1

Cooperation and Records Retention. Seller Company, Principal Stockholders, Merger Sub and Buyer Purchaser each shall (i) each provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies to provide Seller, other with such assistance as may reasonably be requested by any either of them in connection with the preparation of any Tax Return, audit audit, or other examination by any Taxing Authority or judicial or administrative proceedings relating to liability for taxes, which the other party may be liable for, any Taxes; (ii) each retain and provide the other, and Buyer shall cause BGH Holdings, BRH Holdings and the Companies to retain and provide Seller, other with any records or other information which that may be relevant to such Tax Return, audit or examination, proceeding or determination, and ; (iii) each provide the other with any final determination of any such audit or examination, proceeding proceeding, or determination that affects any amount required to be shown on any such Tax Return of the other for any period. Without limiting ; and (iv) cooperate with respect to closing the generality books of Company and filing a Tax Return for Company as of the foregoing, Buyer Closing Date. The party requesting any such assistance or information shall retain, bear all of the out-of-pocket costs and shall cause BGH Holdings, BRH Holdings expenses reasonably incurred in connection with providing such assistance or information. Company and the Companies Principal Stockholders, as agreed to retainin the Principal Stockholders Agreement and Knowledge Certificate, shall (A) retain all books and Seller shall retain, records with respect to Tax matters pertinent to Company relating to any taxable period beginning before the Closing Date until the applicable statutes expiration of the statue of limitations (including and, to the extent notified by Purchaser or Principal Stockholders, any extensionsextensions thereof) have expiredof the respective taxable periods, and abide by all record retention agreements entered into with any Taxing Authority, (B) upon the request of the other parties, provided, at such other parties’ sole cost and expense, copies of all Tax Returnssuch books and records, supporting work schedules and (C) give the other records parties reasonable written notice prior to transferring, destroying or information which may be relevant to such returns for all tax periods or portions thereof ending before or including the Closing Date and shall not destroy or otherwise dispose of discarding any such books and records without first providing and, if any of the other party with a reasonable opportunity to review and copy the same. In the event that a party fails to reasonably comply with any request by the other to provide any assistanceparties so request, records, information or other items contemplated by this Section 8.07 (b), shall allow the requesting party shall have the right, in addition to any other remedies which it might have under this Agreement or under Law, to retain (at the other party's expense) take possession of such accountants, attorneys or other advisors as reasonably necessary for the purpose of conducting an audit of the books and records of the other party or its Affiliates, as applicable, in order to obtain such requested assistance, records, information or other items.