Common use of Cooperation and Records Retention Clause in Contracts

Cooperation and Records Retention. Seller, Parent and Buyer shall (i) each provide the other with such assistance as may reasonably be requested by them in connection with the preparation of any Tax Returns, or in connection with any audit or other examination by any taxing authority or any judicial or administrative proceedings relating to liability for Taxes, (ii) each retain and provide the other, with any records or other information which may be relevant to any 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 Tax Return of the other for any period. Without limiting the generality of the foregoing, Seller, Parent and Buyer shall retain, until the applicable statute 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 Tax 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. Buyer shall keep the original copies of the records and, at Seller's expense, shall provide copies of the records to Seller upon Seller's request.

Cooperation and Records Retention. Seller, Parent SELLER and Buyer BUYER shall (i) each provide --------------------------------- the other with such assistance as may reasonably be requested by them in connection with the preparation of any Tax Returnsreturn, statement, report, form or other document (hereinafter collectively a "Tax Return"), or in connection with any audit or other examination by any taxing authority or any judicial or administrative proceedings relating to liability for Taxes, (ii) each retain and provide the other, with any records or other information which may be relevant to any 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 Tax Return of the other for any period. Without limiting the generality of the foregoing, Seller, Parent SELLER and Buyer BUYER shall retain, until the applicable statute 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 Tax 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. Buyer BUYER shall keep the original copies of the records at its facilities in California and elsewhere, if applicable, and, at SellerSELLER's expense, shall provide copies of the records Records to Seller SELLER upon SellerSELLER's request. SELLER shall provide BUYER with access to all of SELLER's books and records if BUYER requests them from time to time.

Cooperation and Records Retention. Seller, Parent Sellers’ Representative and Buyer shall (i) each provide the other other, and Buyer shall cause each Acquired Company to provide the Sellers and Sellers’ Representative, with such assistance as may be reasonably be requested by them the other party (at the reasonable expense of such other party) in connection with the preparation of any Tax ReturnsReturn, or in connection with any audit audit, or other examination by any taxing authority Taxing Authority or any judicial or administrative proceedings relating to liability for Taxes, (ii) each retain and provide the other, with and Buyer shall cause the Acquired Companies to retain and provide Sellers’ Representative with, any records or other information which that may be relevant to any such Tax Return, audit or examination, proceeding proceeding, or determination; provided that Buyer and Sellers’ Representative may make reasonable redactions to preserve confidential information, 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 Tax Return of the other Buyer or any Seller (as applicable) or any Acquired Company for any period. Without limiting the generality of the foregoingimmediately preceding sentence, SellerBuyer shall retain, Parent and Buyer shall cause each Acquired Company to retain, and the Sellers’ Representative shall retain, until the applicable statute 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 Tax Returns for all tax periods or portions thereof ending before or including the Pre-Closing Date Tax Periods and related workpapers and shall not destroy or otherwise dispose of any such records without first providing the other party Party (either Buyer or Sellers’ Representative, as applicable) with a reasonable opportunity to review and copy the same. Buyer shall keep the original copies of the records and, at Seller's expense, shall provide copies of the records to Seller upon Seller's request.

Cooperation and Records Retention. Seller, The Shareholders’ Representative and the Parent and Buyer shall (i) each provide the other other, and the Parent shall cause the Surviving Corporation to provide the Shareholders’ Representative, with such assistance as may be reasonably be requested by any of them in connection with the preparation of any Tax ReturnsReturn, or in connection with any audit audit, or other examination by any taxing authority or any judicial or administrative proceedings relating to liability for Taxes, (ii) each retain and provide the other, with and the Parent shall cause the Surviving Corporation to retain and provide the Shareholders’ Representative with, any records or other information which maintained in the ordinary course of business consistent with past practices that may be relevant to any 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 Tax Return of the other Company for any period. Without limiting the generality of the foregoing, Sellerthe Parent shall retain, Parent and Buyer shall cause the Surviving Corporation to retain, until the applicable statute statutes of limitations (including any extensions) have expired, copies of all Tax Returns, supporting work schedules schedules, and other material records or information which that may be relevant to such Tax Returns 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 Shareholders’ Representative with a reasonable opportunity to review and copy the same. Buyer Each Party shall keep bear its own expenses in complying with the original copies foregoing provisions of the records and, at Seller's expense, shall provide copies of the records to Seller upon Seller's requestthis Section 6.10(a).

Cooperation and Records Retention. Seller, Parent The Seller Representative and the Buyer shall (i) each provide the other other, and the Buyer shall cause each Opto-tech Entity to provide the Seller Representative, with such assistance as may be reasonably be requested by any of them in connection with the preparation of any Tax ReturnsReturn, or in connection with any audit audit, or other examination by any taxing authority Taxing Authority or any judicial or administrative proceedings relating to liability for Taxes, (ii) each retain and provide the other, with and the Buyer shall cause each Opto-tech Entity to retain and provide the Seller Representative with, any records or other information which that may be relevant to any 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 Tax Return of the other any Opto-tech Entity for any period. Without limiting the generality of the foregoing, Sellerthe Buyer shall retain, Parent and Buyer shall cause each Opto-tech Entity to retain, and the Seller Representative shall retain, until the applicable statute 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 Tax Returns 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. Buyer Each Party shall keep bear its own expenses in complying with the original copies of the records and, at Seller's expense, shall provide copies of the records to Seller upon Seller's request.foregoing provisions. (e)

Cooperation and Records Retention. Seller, Parent and Buyer shall (i) --------------------------------- each provide the other with such assistance as may reasonably be requested by them in connection with the preparation of any Tax Returns, or in connection with any audit or other examination by any taxing authority or any judicial or administrative proceedings relating to liability for Taxes, (ii) each retain and provide the other, with any records or other information which may be relevant to any 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 Tax Return of the other for any period. Without limiting the generality of the foregoing, Seller, Parent and Buyer shall retain, until the applicable statute 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 Tax 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. Buyer shall keep the original copies of the records and, at Seller's expense, shall provide copies of the records to Seller upon Seller's request.

Cooperation and Records Retention. Seller, Parent Seller and Buyer shall (i) --------------------------------- each provide the other with such assistance as may reasonably be requested by them in connection with the preparation of any Tax Returns, or in connection with any audit or other examination by any taxing authority or any judicial or administrative proceedings relating to liability for Taxes, (ii) each retain and provide the other, with any records or other information which may be relevant to any 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 Tax Return of the other for any period. Without limiting the generality of the foregoing, Seller, Parent Seller and Buyer shall retain, until the applicable statute 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 Tax 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. Buyer shall keep the original copies of the records and, at Seller's expense, shall provide copies of the records to Seller upon Seller's request.