Additional Cooperation on Tax Matters. Each Party shall cooperate fully, as and to the extent reasonably requested by any other Party, in connection with (i) the preparation and filing of any Tax Return of or with respect to the Barteca Entities and the Blockers, (ii) the preparation for and prosecution or defense of any Tax Action with respect to any of the Barteca Entities and the Blockers and (iii) determining any liability for Taxes of or with respect to the Barteca Entities and the Blockers. Such cooperation shall include (A) the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any such Tax Return or Tax Action or any tax planning and relevant records concerning the ownership and Tax basis of property and other relevant information, in each case which such Party or its Affiliates may possess, and (B) making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each Party agrees to retain all books and records with respect to Tax matters pertinent to the Barteca Entities and the Blockers relating to any Tax period beginning before the Closing Date until expiration of the statute of limitations of the respective Tax periods, and to abide by all record retention agreements entered into with any Tax Authority. Each Party agrees, upon request, to use their commercially reasonable efforts to obtain or execute any certificate or other document from any Governmental Authority or any other Person (including powers of attorney) as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed on or with respect to the Barteca Entities and the Blockers (including, but not limited to, any Transfer Taxes).
Additional Cooperation on Tax Matters. Purchaser and the Sellers will cooperate fully, as and to the extent reasonably requested by the other Party and at the requesting Party’s expense, in connection with the preparation and filing of any Tax Return and any audit, litigation or other proceeding with respect to Taxes. For the avoidance of doubt, Purchaser and the Sellers shall only be required to provide Tax information relating exclusively to the Purchased Assets and the Salient-Owned Subsidiaries.
Additional Cooperation on Tax Matters. From and after the Closing, Purchaser, the Company, XX Xxxxxxx, XX Xxxxxxx Seller and Sellers’ Representative shall cooperate fully and in good faith, as and to the extent reasonably requested by any other Party, in connection with the preparation and filing of any Tax Return and any audit, litigation or other proceeding with respect to Taxes, including, without limitation, the extent such cooperation is reasonably related to the preparation of Tax Returns pursuant to Section 7.7(c), the determination of or payment in respect of any Tax Refund pursuant to Section 7.7(d), and the determination of any payment pursuant to Section 7.7(h). Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any such Tax Return, audit, litigation or other proceeding or any tax planning, as well as making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Purchaser, the Company, XX Xxxxxxx and Sellers’ Representative further agree, upon request, to use their reasonable best 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 could be imposed in connection with the transactions contemplated by this Agreement (including, but not limited to, any Transfer Taxes).
Additional Cooperation on Tax Matters. From and after the Closing, Parent, the Acquired Companies, and the Representative shall cooperate fully and in good faith, as and to the extent reasonably requested by any other Party, in connection with the preparation and filing of any Tax Return and any audit, litigation or other proceeding with respect to Taxes, including, without limitation, to the extent such cooperation is reasonably related to the preparation of Tax Returns pursuant to Section 5.3(d). Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any such Tax Return, audit, litigation or other proceeding or any tax planning, as well as making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Parent, the Acquired Companies, and the Representative further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax (including withholding Taxes) that could be imposed in connection with the transactions contemplated by this Agreement.
