This excerpt taken from the C 10-Q filed Aug 7, 2009.
4.10 Cooperation on Tax Matters. The Sellers and the Purchaser shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon another Partys request) the provision of records and information which are reasonably relevant to any such Tax Return, audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Such cooperation shall include the provision of any accounting and tax records of any Seller or its Affiliates (on the one hand) or the New Securities Company or any Group Company (on the other hand) that is relevant to the preparation of any Tax return that is required to be filed by the New Securities Company or any Group Company for any taxable periods ending on or before the Closing Date, and making employees of any of such companies available on a mutually convenient basis to provide information and/or other assistance in the preparation of any such Tax return. The Sellers and the Purchaser agree (A) to retain all books and records with respect to Tax matters pertinent to NCH, NCS, the New Securities Company or the Group Companies relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations in both Japan and the United States (and any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, to allow the other Party to take possession of such books and records.