Common use of Assistance and Cooperation Clause in Contracts

Assistance and Cooperation. WEUS, Parent, their respective affiliates, and the Company shall cooperate (and cause their affiliates to cooperate) with each other and with each other's agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Company, including (i) preparation and filing of Tax Returns, (ii) determining the liability and amount of any Taxes due and the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Each party shall (i) retain all Tax Returns, schedules and work papers, and all material records and other documents relating thereto, until the expiration of the applicable statute of limitations (including, to the extent notified by any party, any extensions thereof) of the Tax period to which such Tax Returns and other documents and information relate or until the final determination of any controversy with respect to such Tax period and until the final determination of any payments that may be required with respect to such Tax period under this Agreement, and (ii) give the other party reasonable written notice prior to transferring, destroying or discarding any such Tax Returns, records, and documents and, if the other party so requests, the Parent or WEUS, as the case may be, shall allow the other party to take possession of such Tax Returns, records and documents. Each of the parties shall also make available to the other parties, as reasonably requested and available, personnel (including officers, directors, employees, and agents) responsible for preparing, maintaining, and interpreting information and providing information or documents in connection with any administrative or judicial proceedings relating to Taxes.

Assistance and Cooperation. WEUS, Parent, their respective affiliatesThe Majority -------------------------- Stockholders' Representative on the one hand, and Digital Angel and the Company Company, on the other, shall cooperate (and cause their affiliates to cooperate) with each other and with each other's others' agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Company, including (i) preparation and filing of Tax Returnstax returns, (ii) determining the liability and amount of any Taxes due and or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returnstax returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Each Such cooperation shall include each party making all information and documents in its possession relating to the Company available to the other party. The parties shall (i) retain all Tax Returnstax returns, schedules and work papers, and all material records and other documents relating thereto, until the expiration of the applicable statute of limitations (including, to the extent notified by any party, any extensions extension thereof) of the Tax period to which such Tax Returns tax returns and other documents and information relate or until the final determination of any controversy with respect to such Tax period and until the final determination of any payments that may be required with respect to such Tax period under this Agreement, and (ii) give the other party reasonable written notice prior to transferring, destroying or discarding any such Tax Returns, records, and documents and, if the other party so requests, the Parent or WEUS, as the case may be, shall allow the other party to take possession of such Tax Returns, records and documentsrelate. Each of the parties shall also make available to the other partiesparty, as reasonably requested and available, personnel (including officers, directors, employees, employees and agents) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes.

Assistance and Cooperation. WEUS, Parent, their respective affiliatesSeller on the one hand, and Ixchange, Buyer and Company, on the Company other, shall cooperate (and cause their affiliates to cooperate) with each other and with each other's agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Company, including (i) preparation and filing of Tax Returns, (ii) determining the liability and amount of any Taxes due and or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Each Such cooperation shall include each party making all information and documents in its possession relating to Company and available to the other party. The parties shall (i) retain all Tax Returns, schedules and work papers, and all material records and other documents relating thereto, until the expiration of the applicable statute of limitations (including, to the extent notified by any party, any extensions extension thereof) of the Tax period Period to which such Tax Returns and other documents and information relate or until the final determination of any controversy with respect to such Tax period and until the final determination of any payments that may be required with respect to such Tax period under this Agreement, and (ii) give the other party reasonable written notice prior to transferring, destroying or discarding any such Tax Returns, records, and documents and, if the other party so requests, the Parent or WEUS, as the case may be, shall allow the other party to take possession of such Tax Returns, records and documentsrelate. Each of the parties shall also make available to the other partiesparty, as reasonably requested and available, personnel (including officers, directors, employees, employees and agents) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes.

Assistance and Cooperation. WEUSSellers, Parent, their respective affiliateson the one hand, and Purchaser or the Company Company, on the other, shall cooperate (and cause their affiliates to cooperate) with each other and with each other's agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Company, including (i) preparation and filing of Tax Returns, ; (ii) determining the liability and amount of any Taxes Tax due and or the right to and any amount of any refund of Taxes, Tax (iii) examinations of Tax Returns, ; and (iv) any administrative or judicial proceeding in respect of Taxes a Tax assessed or proposed to be assessed. Each Such cooperation shall include each party making all information and documents in its possession relating to the Company available to the other party. The parties shall (i) retain all Tax Returns, schedules and work papers, and all material records and or other documents relating thereto, for at least ten (10) years from the date of creation, but in no event will such documents be discarded until the expiration of the applicable statute of limitations (including, to the extent notified by any party, any extensions extension thereof) of the Tax period Period to which such Tax Returns and other documents and information relate or until the final determination of any controversy with respect to such Tax period and until the final determination of any payments that may be required with respect to such Tax period under this Agreement, and (ii) give the other party reasonable written notice prior to transferring, destroying or discarding any such Tax Returns, records, and documents and, if the other party so requests, the Parent or WEUS, as the case may be, shall allow the other party to take possession of such Tax Returns, records and documentsrelate. Each of the parties shall also make available to the other partiesparty, as reasonably requested required and available, available personnel (including officers, directors, employees, employees and agents) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes.

Assistance and Cooperation. WEUS, Parent, their respective affiliates, Seller and the Company Purchaser shall cooperate (and cause their affiliates to cooperate) with each other and with each other's ’s agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Company, including (i) preparation and filing of Tax Returns, (ii) determining the liability and amount of any Taxes due and or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Each Such cooperation shall include each party making all information and documents in its possession relating to the Company available to the other party. The parties shall (i) retain all Tax Returns, schedules and work papers, and all material records and other documents relating thereto, until the expiration of the applicable statute of limitations (including, to the extent notified by any party, any extensions extension thereof) of the Tax period to which such Tax Returns and other documents and information relate or until the final determination of any controversy with respect to such Tax period and until the final determination of any payments that may be required with respect to such Tax period under this Agreement, and (ii) give the other party reasonable written notice prior to transferring, destroying or discarding any such Tax Returns, records, and documents and, if the other party so requests, the Parent or WEUS, as the case may be, shall allow the other party to take possession of such Tax Returns, records and documentsrelate. Each of the parties shall also make available to the other partiesparty, as reasonably requested and available, personnel (including officers, directors, employees, employees and agents) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes.

Assistance and Cooperation. WEUS, Parent, their respective affiliatesGxxxxxxx on the one hand, and ADSX, Merger Sub and the Company Company, on the other, shall cooperate (and cause their affiliates Affiliates to cooperate) with each other and with each other's others’ agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Company, including (i) preparation and filing of Tax Returns, (ii) determining the liability and amount of any Taxes due and or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Each Such cooperation shall include each party making all information and documents in its possession relating January 14, 2008 Page 45 to the Company available to the other party. The parties shall (i) retain all Tax Returns, schedules and work papers, and all material records and other documents relating thereto, until the expiration of the applicable statute of limitations (including, to the extent notified by any party, any extensions extension thereof) of the Tax period to which such Tax Returns and other documents and information relate or until the final determination of any controversy with respect to such Tax period and until the final determination of any payments that may be required with respect to such Tax period under this Agreement, and (ii) give the other party reasonable written notice prior to transferring, destroying or discarding any such Tax Returns, records, and documents and, if the other party so requests, the Parent or WEUS, as the case may be, shall allow the other party to take possession of such Tax Returns, records and documentsrelate. Each of the parties shall also make available to the other partiesparty, as reasonably requested and available, personnel (including officers, directors, employees, employees and agents) responsible for preparing, maintaining, maintaining and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes.

Assistance and Cooperation. WEUS, Parent, their respective affiliatesThe Majority Stockholders' Representative on the one hand, and Digital Angel and the Company Company, on the other, shall cooperate (and cause their affiliates to cooperate) with each other and with each other's others' agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Company, including (i) preparation and filing of Tax Returnstax returns, (ii) determining the liability and amount of any Taxes due and or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returnstax returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Each Such cooperation shall include each party making all information and documents in its possession relating to the Company available to the other party. The parties shall (i) retain all Tax Returnstax returns, schedules and work papers, and all material records and other documents relating thereto, until the expiration of the applicable statute of limitations (including, to the extent notified by any party, any extensions extension thereof) of the Tax period to which such Tax Returns tax returns and other documents and information relate or until the final determination of any controversy with respect to such Tax period and until the final determination of any payments that may be required with respect to such Tax period under this Agreement, and (ii) give the other party reasonable written notice prior to transferring, destroying or discarding any such Tax Returns, records, and documents and, if the other party so requests, the Parent or WEUS, as the case may be, shall allow the other party to take possession of such Tax Returns, records and documentsrelate. Each of the parties shall also make available to the other partiesparty, as reasonably requested and available, personnel (including officers, directors, employees, employees and agents) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes.

Assistance and Cooperation. WEUSThe Seller, Parent, their respective affiliateson the one hand, and -------------------------- the Purchaser, the Company and its Consolidated Affiliates, on the other hand, shall cooperate (and cause their affiliates Affiliates to cooperate) with each other and with each other's agents, including accounting firms and legal counsel, in connection with Tax matters relating to the CompanyCompany and its Affiliates, including (iA) preparation and filing of Tax Returns, (iiB) determining the liability and amount of any Taxes due and or the right to and amount of any refund of Taxes, (iiiC) examinations of Tax Returns, and (ivD) any administrative or judicial proceeding proceedings in respect of Taxes assessed or proposed to be assessed. Each party Such cooperation shall (i) include making all information and documents in its possession available to the other Party. The Parties shall retain all Tax Returns, schedules and work papersworkpapers, and all material records and other documents relating thereto, until the expiration of the applicable statute of limitations (including, to the extent notified by any partyParty, any extensions extension thereof) of the Tax period Period to which such Tax Returns and other documents and information relate or until the final determination of any controversy with respect to such Tax period and until the final determination of any payments that may be required with respect to such Tax period under this Agreement, and (ii) give the other party reasonable written notice prior to transferring, destroying or discarding any such Tax Returns, records, and documents and, if the other party so requests, the Parent or WEUS, as the case may be, shall allow the other party to take possession of such Tax Returns, records and documentsrelate. Each of the parties Parties shall also make available to the other partiesParty, as reasonably requested and available, personnel (including officers, directors, employees, employees and agents) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. Any information or documents provided under this (S) 10(f)(v) shall be kept confidential by the Party receiving such information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with administrative or judicial proceedings relating to Taxes.

Assistance and Cooperation. WEUSThe Seller, Parent, their respective affiliateson the -------------------------- one hand, and the Company Buyer, on the other, shall cooperate (and cause their affiliates Affiliates to cooperate) with each other and with each other's agents, including accounting firms and legal counsel, in connection with Tax matters relating to the CompanySM&P, including (iA) preparation and filing of Tax Returns, (iiB) determining the liability and amount of any Taxes due and or the right to and amount of any refund of Taxes, (iiiC) examinations of Tax Returns, and (ivD) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Each party Such cooperation shall (i) include each Party making all information and documents in its possession relating to SM&P available to the other party. The Parties shall retain all Tax Returns, schedules and work papers, and all material records and other documents relating thereto, until the expiration of the applicable statute of limitations (including, to the extent notified by any party, any extensions extension thereof) of the Tax period Period to which such Tax Returns and other documents and information relate or until the final determination of any controversy with respect to such Tax period and until the final determination of any payments that may be required with respect to such Tax period under this Agreement, and (ii) give the other party reasonable written notice prior to transferring, destroying or discarding any such Tax Returns, records, and documents and, if the other party so requests, the Parent or WEUS, as the case may be, shall allow the other party to take possession of such Tax Returns, records and documentsrelate. Each of the parties Parties shall also make available to the other partiesParty, as reasonably requested and available, personnel (including officers, directors, employees, employees and agents) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes.

Assistance and Cooperation. WEUS, Parent, their respective affiliatesThe Indemnification Representative on the one hand, and Parent and the Company Surviving Corporation, on the other, shall cooperate (and cause their affiliates to cooperate) with each other and with each other's agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Company, including (i) preparation and filing of Tax Returns, (ii) determining the liability and amount of any Taxes due and or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Each party Such cooperation shall (i) include each Party making all relevant information and documents in its possession relating to the Company and available to the other Party. The Parties shall retain all Tax Returns, schedules and work papers, and all material records and other documents relating thereto, until the expiration of the applicable statute of limitations (including, to the extent notified by any partyParty, any extensions extension thereof) of the Tax period to which such Tax Returns and other documents and information relate or until the final determination of any controversy with respect to such Tax period and until the final determination of any payments that may be required with respect to such Tax period under this Agreement, and (ii) give the other party reasonable written notice prior to transferring, destroying or discarding any such Tax Returns, records, and documents and, if the other party so requests, the Parent or WEUS, as the case may be, shall allow the other party to take possession of such Tax Returns, records and documentsrelate. Each of the parties Parties shall also make available to the other partiesParty, as reasonably requested and available, personnel (including officers, directors, employees, employees and agents) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes.

Assistance and Cooperation. WEUSThe Seller, Parent, their respective affiliateson the one hand, and the Company Buyer, on the other, shall cooperate (and cause their affiliates Affiliates to cooperate) with each other and with each other's agents, including accounting firms and legal counsel, in connection with Tax matters relating to the CompanySM&P, including (iA) preparation and filing of Tax Returns, (iiB) determining the liability and amount of any Taxes due and or the right to and amount of any refund of Taxes, (iiiC) examinations of Tax Returns, and (ivD) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Each party Such cooperation shall (i) include each Party making all information and documents in its possession relating to SM&P available to the other party. The parties shall retain all Tax Returns, schedules and work papers, and all material records and other documents relating thereto, until the expiration of the applicable statute of limitations (including, to the extent notified by any party, any extensions extension thereof) of the Tax period Period to which such Tax Returns and other documents and information relate or until the final determination of any controversy with respect to such Tax period and until the final determination of any payments that may be required with respect to such Tax period under this Agreement, and (ii) give the other party reasonable written notice prior to transferring, destroying or discarding any such Tax Returns, records, and documents and, if the other party so requests, the Parent or WEUS, as the case may be, shall allow the other party to take possession of such Tax Returns, records and documentsrelate. Each of the parties Parties shall also make available to the other partiesParty, as reasonably requested and available, personnel (including officers, directors, employees, employees and agents) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes.

Assistance and Cooperation. WEUSSellers, Parent, their respective affiliateson the one hand, and Buyer and Company, on the Company other, shall cooperate (and cause their affiliates to cooperate) with each other and with each other's agents, including accounting firms and legal counsel, in connection with Tax matters relating to the CompanyCompanies or any Included Entity, including (i) preparation and filing of Tax Returns, (ii) determining the liability and amount of any Taxes due and or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Each Such cooperation shall include each party making all information and documents in its possession relating to the Company and available to the other party. The parties shall (i) retain all Tax Returns, schedules and work papers, and all material records and other documents relating thereto, until the expiration of the applicable statute of limitations (including, to the extent notified by any party, any extensions extension thereof) ), of the Tax period Period to which such Tax Returns and other documents and information relate or until the final determination of any controversy with respect to such Tax period and until the final determination of any payments that may be required with respect to such Tax period under this Agreement, and (ii) give the other party reasonable written notice prior to transferring, destroying or discarding any such Tax Returns, records, and documents and, if the other party so requests, the Parent or WEUS, as the case may be, shall allow the other party to take possession of such Tax Returns, records and documentsrelate. Each of the parties shall also make available to the other partiesparty, as reasonably requested and available, personnel (including officers, directors, employees, employees and agents) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes.

Assistance and Cooperation. WEUSThe Stockholders, Parent, their respective affiliateson the one hand, and the Company Purchaser and Company, on the other hand, shall cooperate (and cause their affiliates Affiliates to cooperate) with each other and with each other's agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Company, including (i) preparation and filing of Tax Returns, (ii) determining the liability and amount of any Taxes due and or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Each Such cooperation shall include each party making all information and documents in its possession relating to the Company available to the other party. The parties shall (i) retain all Tax Returns, schedules and work papers, and all material records and other documents relating thereto, until the expiration of the applicable statute of limitations (including, to the extent notified by any party, any extensions extension thereof) of the Tax period Period to which such Tax Returns and other documents and information relate or until the final determination of any controversy with respect to such Tax period and until the final determination of any payments that may be required with respect to such Tax period under this Agreement, and (ii) give the other party reasonable written notice prior to transferring, destroying or discarding any such Tax Returns, records, and documents and, if the other party so requests, the Parent or WEUS, as the case may be, shall allow the other party to take possession of such Tax Returns, records and documentsrelate. Each of the parties also shall also make available to the other partiesparty, as reasonably requested and available, personnel (including officers, directors, employees, employees and agents) responsible for preparing, maintaining, maintaining and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes.

Assistance and Cooperation. WEUS, Parent, their respective affiliates, The Members’ Representative and the Company Parent shall cooperate (and cause their affiliates Affiliates to cooperate) with each other and with each other's ’s agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Company, including (iA) preparation and filing of Tax Returns, (iiB) determining the liability and amount of any Taxes due and or the right to and amount of any refund of Taxes, (iiiC) examinations of Tax Returns, and (ivD) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Each Such cooperation shall include each party making, as reasonably requested and available, all information and documents in its possession relating to the Company, including any necessary personnel, available to the other party. The parties shall (i) retain all Tax Returns, schedules and work papers, and all material records and other documents relating thereto, until the expiration of the applicable statute of limitations (including, to the extent notified by any party, any extensions extension thereof) of the Tax period to which such Tax Returns and other documents and information relate or until the final determination of any controversy with respect to such Tax period and until the final determination of any payments that may be required with respect to such Tax period under this Agreement, and (ii) give the other party reasonable written notice prior to transferring, destroying or discarding any such Tax Returns, records, and documents and, if the other party so requests, the Parent or WEUS, as the case may be, shall allow the other party to take possession of such Tax Returns, records and documentsrelate. Each of the parties shall also make available to the other partiesparty, as reasonably requested and available, personnel (including officers, directors, employees, employees and agents) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes.