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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 Party’s 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.
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