Common use of Assistance and Cooperation Clause in Contracts

Assistance and Cooperation. After the Closing Date, each of Parent and Acquiror shall, upon request from the other (and shall cause their respective Affiliates to): (a) subject to Section 6.5, timely sign and deliver such certificates or forms as may be reasonably necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to Transfer Taxes; (b) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with Section 6.1; (c) cooperate fully in preparing for any audits of, or disputes with taxing authorities regarding, any Tax Returns of the Transferred Companies; (d) make available to the other and to any taxing authority as reasonably requested in connection with any Tax Return described in Section 6.1 or any proceeding described in Section 6.4, all information relating to any Taxes or Tax Returns of the Transferred Companies; and (e) furnish the other with copies of all correspondence received from any taxing authority in connection with any Tax audit or information request with respect to any such taxable period. Notwithstanding the foregoing or any other provision in this Agreement, neither Acquiror nor any of its Affiliates shall have the right to receive or obtain any information relating to Taxes of Parent (or any Affiliate of Parent), or any of its predecessors other than information relating solely to Holdings or the Transferred Companies for Pre-Closing Periods.

Assistance and Cooperation. After the Closing Date, each of Parent Contributor and Acquiror shall, upon request from the other PEGC I OP shall (and shall cause their respective Affiliates to): (a) subject to Section 6.5, timely sign and deliver such certificates or forms as may be reasonably necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Taxes described in Section 6.07(c) (relating to Transfer sales, transfer and similar Taxes); (b) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with Section 6.18.02, and in connection therewith, provide the other party with any necessary powers of attorney; (c) cooperate fully in preparing for and defending any audits of, or disputes with taxing authorities regarding, any Tax Returns of the Transferred Companieseach Contributed Company and Subsidiary thereof; (d) make available to the other and to any taxing authority as reasonably requested in connection with any Tax Return described in Section 6.1 or any proceeding described in Section 6.4all information, all information records and documents relating to any Taxes or Tax Returns of the Transferred Companieseach Contributed Company and Subsidiary thereof; and (e) furnish the other with copies of all correspondence received from any taxing authority in connection with any Tax audit or information request with respect to any Taxes or Tax Returns of each Contributed Company and Subsidiary thereof; provided, however, that PEGC I OP shall only be obligated to furnish copies of such taxable period. Notwithstanding correspondence to the foregoing Contributors’ Representative to the extent such audit or any other provision in information request relates to Taxes for which the Contributors may be liable under the terms of this Agreement, neither Acquiror nor any of its Affiliates shall have the right to receive or obtain any information relating to Taxes of Parent (or any Affiliate of Parent), or any of its predecessors other than information relating solely to Holdings or the Transferred Companies for Pre-Closing Periods.

Assistance and Cooperation. After Each of the Closing Date, each of Parent Seller Parties and Acquiror shall, upon request from the other Alliant shall (and shall cause their respective Affiliates to): (ai) subject to Section 6.5, timely sign and deliver such certificates or forms as may be reasonably necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to Taxes, including those described in Section 8.5(a)(iii) (relating to Transfer Taxes); (bii) after the Closing Date, assist the other party Party (at such other Party’s expense) in preparing any Tax Returns which such other party Party is responsible for preparing and filing in accordance with Section 6.18.5(b), and in connection therewith, provide the other Party with any necessary powers of attorney, and assist the other Party in pursuing any claim for a Tax refund; (ciii) after the Closing Date, cooperate fully in preparing for and defending any audits of, or disputes with taxing authorities Governmental Authorities regarding, any Tax Returns of the Transferred CompaniesCompany; (div) after the Closing Date, make available to the other and to any taxing authority Governmental Authority as reasonably requested in connection with all information, records, and documents relating to Taxes of the Company (other than any consolidated Tax Return described that includes the Company, in Section 6.1 or any proceeding described which case each Party may provide a pro forma version of a draft Tax Return for the Company used in Section 6.4, all information relating to any Taxes or the preparation of such Tax Returns of the Transferred CompaniesReturn); and (ev) after the Closing Date, furnish the other with copies of all correspondence received from any taxing authority Governmental Authority in connection with any Tax audit or information request with respect related to any such taxable period. Notwithstanding the foregoing or any other provision in this AgreementCompany, neither Acquiror nor any of its Affiliates shall have to the right to receive or obtain any information extent relating to Taxes of Parent (or any Affiliate of Parent), or any of its predecessors for which the other than information relating solely Party would reasonably be expected to Holdings or the Transferred Companies for Pre-Closing Periodsbe responsible.

Assistance and Cooperation. After the Closing Date, each of Parent and Acquiror shall, upon request from the other (and shall cause their respective Affiliates to): (a) subject to Section 6.5, timely sign and deliver such certificates or forms as may be reasonably necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to Transfer Taxes; (b) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with Section 6.1; (c) cooperate fully in preparing for any audits of, or disputes with taxing authorities regarding, any Tax Returns of the Transferred Companies; (d) make available to the other and to any taxing authority as reasonably requested in connection with any Tax Return described in Section 6.1 6. 1 or any proceeding described in Section 6.4, all information relating to any Taxes or Tax Returns of the Transferred Companies; and (e) furnish the other with copies of all correspondence received from any taxing authority in connection with any Tax audit or information request with respect to any such taxable period. Notwithstanding the foregoing or any other provision in this Agreement, neither Acquiror nor any of its Affiliates shall have the right to receive or obtain any information relating to Taxes of Parent (or any Affiliate of Parent), or any of its predecessors other than information relating solely to Holdings or the Transferred Companies for Pre-Closing Periods.

Assistance and Cooperation. After the Closing Date, each -------------------------- of Parent the Seller and Acquiror shall, upon request from the other Buyer shall (and shall cause their respective Affiliates affiliates to): (ai) subject to Section 6.5, timely sign and deliver such certificates or forms as may be reasonably necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to Transfer Taxes; (bii) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with Section 6.14.7(b); (ciii) cooperate fully in preparing for any audits of, or disputes with taxing authorities regarding, any Tax Returns of the Transferred CompaniesCompany and its Subsidiaries; (div) make available to the other and to any taxing authority as reasonably requested in connection with any Tax Return described in Section 6.1 4.7(b) or any proceeding described in Section 6.44.7(e), all information relating to any Taxes or Tax Returns of the Transferred CompaniesCompany and its Subsidiaries; and (ev) furnish the other with copies of all correspondence received from any taxing authority in connection with any Tax audit or information request with respect to any such taxable period. Notwithstanding the foregoing or any other provision in this Agreement, neither Acquiror the Buyer nor any of its Affiliates affiliates shall have the right to receive or obtain any information relating to Taxes of Parent (or the Seller, any Affiliate of Parent)its affiliates, or any of its predecessors other than information relating solely to Holdings or the Transferred Companies for Pre-Closing PeriodsCompany and its Subsidiaries.

Assistance and Cooperation. After the Closing Date, each of Parent the Sellers and Acquiror shallPurchaser shall as may reasonably be requested: (i) assist (and, upon request from the other (and shall where appropriate, cause their respective Affiliates to): (ato assist) subject to Section 6.5, timely sign and deliver such certificates or forms as may be reasonably necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to Transfer Taxes; (b) assist the other party in preparing any Tax Returns or reports which such other party is responsible for preparing and filing in accordance with this Section 6.15.4; (cii) cooperate fully in preparing for any audits of, or disputes with taxing authorities regarding, any Tax Returns of the Transferred CompaniesCompanies or the Subsidiaries; (diii) make available to the other and to any taxing authority as to the extent reasonably requested in connection with any Tax Return described in Section 6.1 or any proceeding described in Section 6.4all information, all information records, and documents relating to any Taxes or Tax Returns of the Transferred CompaniesCompanies or the Subsidiaries; (iv) provide timely notice to the other in writing of any pending or threatened tax audits or assessments of the Companies or the Subsidiaries for Pre-Closing Periods; and (ev) furnish the other with copies of all correspondence received from any taxing authority in connection with any Tax tax audit or information request requested with respect to any such taxable period. Notwithstanding Any information obtained under the foregoing provisions of this Section 5.4(f) shall be kept confidential except as may otherwise be necessary in connection with the filing of Tax Returns or any claims for refund or in conducting an audit or other provision in this Agreement, neither Acquiror nor any of its Affiliates shall have the right to receive or obtain any information relating to Taxes of Parent (or any Affiliate of Parent), or any of its predecessors other than information relating solely to Holdings or the Transferred Companies for Pre-Closing Periodsproceeding.

Assistance and Cooperation. After the Closing DateClosing, each of Seller and Parent and Acquiror shall, upon request from the other shall (and shall cause their respective Affiliates to): (ai) subject to Section 6.5, timely sign and deliver such certificates or forms as may be reasonably necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Taxes described in Section 6.5(a)(iii) (relating to Transfer sales, transfer and similar Taxes); (bii) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance Section 6.5(b), and in connection therewith, provide the other party with Section 6.1any necessary powers of attorney; (ciii) cooperate fully in preparing for and defending any audits of, or disputes with taxing authorities regarding, any Tax Returns of the Transferred Acquired Companies; (div) make available to the other and to any taxing authority as reasonably requested in connection with any Tax Return described in Section 6.1 all information, records, and documents relating to Taxes of the Acquired Companies; provided that Seller shall not be required to provide to Parent or any proceeding described in Section 6.4, all information relating to of its Affiliates any Taxes or Tax Returns of the Transferred CompaniesSeller; and (ev) furnish the other with copies of all correspondence received from any taxing authority in connection with any Tax audit or information request with respect to any Taxes or Tax Returns of the Acquired Companies; provided, that Parent shall only be obligated to furnish copies of such taxable period. Notwithstanding correspondence to Seller to the foregoing extent such audit or any other provision in information request relates to Taxes for which Seller may be liable under the terms of this Agreement, neither Acquiror nor any of its Affiliates shall have the right to receive or obtain any information relating to Taxes of Parent (or any Affiliate of Parent), or any of its predecessors other than information relating solely to Holdings or the Transferred Companies for Pre-Closing Periods.

Assistance and Cooperation. After the Closing Date, each of Parent Sellers and Acquiror shall, upon request from the other Buyers shall (and shall cause their respective Affiliates to): (ai) subject to Section 6.5, timely sign and deliver such certificates or forms as may be reasonably necessary or appropriate to establish an a permissible exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Taxes described in Section 8.1(a)(iii) (relating to Transfer sales, transfer and similar Taxes, in each case prepared in accordance with applicable Requirements of Laws); (bii) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with Section 6.18.1(b), and in connection therewith provide the other party necessary powers of attorney; (ciii) cooperate fully in preparing for and conducting any audits of, or disputes with taxing authorities regarding, any Tax Returns of the Transferred Companieseach Acquired Company; (div) make available to the other and to any taxing authority as reasonably requested in connection with any Tax Return described in Section 6.1 or any proceeding described in Section 6.4all information, all information records, and documents relating to any Taxes or Tax Returns of the Transferred CompaniesTaxes; and (ev) provide timely notice to the other in writing of any pending or threatened Tax audits or assessments relating to Taxes with respect to the Business, the Interests or any Acquired Company for taxable periods for which the other may have a Liability under this Section 8.1 and furnish the other with copies of all correspondence received from any taxing authority in connection with any Tax audit or information request with respect to any such taxable period. Notwithstanding the foregoing or any other provision in this Agreement, neither Acquiror nor any of its Affiliates shall have the right to receive or obtain any information relating to Taxes of Parent (or any Affiliate of Parent), or any of its predecessors other than information relating solely to Holdings or the Transferred Companies for Pre-Closing Periods.

Assistance and Cooperation. After the Closing Date, each of Parent Seller Representative and Acquiror shall, upon request from the other Buyer shall (and shall cause their respective Affiliates to): (ai) subject to Section 6.5, timely sign and deliver such certificates or forms as may be reasonably necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Taxes described in Section 13.02 (relating to Transfer sales, transfer and similar Taxes); (bii) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with Section 6.110.02(b), and in connection therewith, provide the other party with any necessary powers of attorney; (ciii) cooperate fully in preparing for and defending any audits of, or disputes with taxing authorities regarding, any Tax Returns of the Transferred CompaniesCompany or any Subsidiary; (div) make available to the other and to any taxing authority as reasonably requested in connection with any Tax Return described in Section 6.1 all information, records, and documents relating to Taxes of the Company or any proceeding described in Section 6.4, all information relating to any Taxes or Tax Returns of the Transferred CompaniesSubsidiary; and (ev) furnish the other with copies of all correspondence received from any taxing authority in connection with any Tax audit or information request with respect to any such taxable period. Notwithstanding Taxes or Tax Returns of the foregoing Company or any other provision in Subsidiary; provided, that Buyer shall only be obligated to furnish copies of such correspondence to Seller Representative to the extent such audit or information request relates to Taxes for which Sellers may be liable under the terms of this Agreement, neither Acquiror nor any of its Affiliates shall have the right to receive or obtain any information relating to Taxes of Parent (or any Affiliate of Parent), or any of its predecessors other than information relating solely to Holdings or the Transferred Companies for Pre-Closing Periods.

Assistance and Cooperation. After the Closing Date, each of Parent Vectron and Acquiror shall, upon request from the other Buyer shall (and shall cause their respective Affiliates to): ): (ai) subject to Section 6.5, timely sign and deliver such certificates or forms as may be reasonably necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Taxes described in Section 5.1(a)(iv) (relating to Transfer sales, transfer and similar Taxes; ); (bii) assist the other party Party in preparing any Tax Returns which such other party Party is responsible for preparing and filing in accordance with Section 6.1; 5.1(b), and in connection therewith, provide the other Party with any necessary powers of attorney; (ciii) cooperate fully in preparing for and defending any audits of, or disputes with taxing authorities regarding, any Tax Returns of the Transferred Companies; Acquired Company and any Tax Returns related to any of the activities of the Acquired Company, including the issuing of power of attorney forms when necessary; (div) make available to the other and to any taxing authority as reasonably requested in connection with any Tax Return described in Section 6.1 or any proceeding described in Section 6.4all information, all information records and documents relating to any Taxes or Tax Returns of the Transferred CompaniesAcquired Company or otherwise related to the activities of the Acquired Business; and and (ev) furnish the other with copies of all correspondence received from any taxing authority in connection with any Tax audit or information request with respect to any such taxable period. Notwithstanding the foregoing or any other provision in this Agreement, neither Acquiror nor any of its Affiliates shall have the right to receive or obtain any information relating to Taxes of Parent (or any Affiliate of Parent), or any of its predecessors for which the other than information relating solely to Holdings or the Transferred Companies for Pre-Closing Periodsmay be liable.

Assistance and Cooperation. After the Closing Date, each of Parent Seller and Acquiror shall, upon request from the other Buyer shall (and shall cause their respective Affiliates to): (ai) subject to Section 6.5, timely sign and deliver such certificates or forms as may be reasonably necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Taxes described in Section 12.02 (relating to Transfer sales, transfer and similar Taxes); (bii) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with Section 6.19.02(b), and in connection therewith, provide the other party with any necessary powers of attorney; (ciii) cooperate fully in preparing for and defending any audits of, or disputes with taxing authorities regarding, any Tax Returns of the Transferred CompaniesCompany or any Subsidiary; (div) make available to the other and to any taxing authority as reasonably requested in connection with any Tax Return described in Section 6.1 all information, records, and documents relating to Taxes of the Company or any proceeding described in Section 6.4, all information relating to any Taxes or Tax Returns of the Transferred CompaniesSubsidiary; and (ev) furnish the other with copies of all correspondence received from any taxing authority in connection with any Tax audit or information request with respect to any such taxable period. Notwithstanding Taxes or Tax Returns of the foregoing Company or any other provision in Subsidiary; provided, that Buyer shall only be obligated to furnish copies of such correspondence to Seller to the extent such audit or information request relates to Taxes for which Seller may be liable under the terms of this Agreement, neither Acquiror nor any of its Affiliates shall have the right to receive or obtain any information relating to Taxes of Parent (or any Affiliate of Parent), or any of its predecessors other than information relating solely to Holdings or the Transferred Companies for Pre-Closing Periods.

Assistance and Cooperation. After the Closing Date, each of Securityholders’ Agent and Parent and Acquiror shall, upon request from the other shall (and shall cause their respective Affiliates to): (a) subject to Section 6.5, timely sign and deliver such certificates or forms as may be reasonably necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Taxes described in Section 6.1(b) (relating to Transfer Taxes); (b) reasonably assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with Section 6.16.2 and in connection therewith, and provide the other party with any necessary powers of attorney; (c) cooperate fully in preparing for and defending any audits of, or disputes with taxing authorities regarding, any Tax Returns of the Transferred Companiesany Acquired Entity; (d) make available to the other party and to any taxing authority as reasonably requested in connection with any Tax Return described in Section 6.1 or any proceeding described in Section 6.4all information, all information records and documents relating to Taxes of any Taxes or Acquired Entity, provided, however, that nothing in this Agreement shall require Parent to share any information related to its consolidated Tax Returns of the Transferred CompaniesReturns; and (e) furnish the other party with copies of all correspondence received from any taxing authority in connection with any Tax audit or information request with respect provided, that Parent shall only be obliged to any furnish copies of such taxable period. Notwithstanding correspondence to Securityholders’ Agent to the foregoing extent such audit or any other provision in information request relates to Taxes for which the Effective Time Holders may be liable under the terms of this Agreement, neither Acquiror nor any of its Affiliates shall have the right to receive or obtain any information relating to Taxes of Parent (or any Affiliate of Parent), or any of its predecessors other than information relating solely to Holdings or the Transferred Companies for Pre-Closing Periods.

Assistance and Cooperation. After the Closing Date, each of Parent Seller and Acquiror Buyer shall, upon request from the other (and shall cause their its respective Affiliates to):: (a) subject to Section 6.5, timely sign and deliver such certificates or forms as may be reasonably necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to Transfer Taxes; (bi) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with Section 6.1SECTION 8.2(B); (cii) cooperate fully in preparing for any audits of, or disputes with taxing authorities regarding, any Tax Returns of any Purchased Entity or relating to the Transferred CompaniesBusiness or the Assets; (diii) retain for the applicable statutory periods, make available to the other and to any taxing authority as reasonably requested in connection with any Tax Return described in Section 6.1 or any proceeding described in Section 6.4all information, all information records, and documents relating to Taxes of any Taxes Purchased Entity or Tax Returns of relating to the Transferred Companies; andBusiness or the Assets; (eiv) provide timely notice to the other in writing of any pending or threatened Tax audits or assessments of any Purchased Entity or relating to the Business or the Assets for taxable periods for which the other may have a liability under this SECTION 8.2; (v) furnish the other with copies of all correspondence received from any taxing authority in connection with any Tax audit or information request with respect to any such taxable period. Notwithstanding the foregoing ; (vi) timely sign and deliver such certificates or any other provision in this Agreement, neither Acquiror nor any of its Affiliates shall have the right forms as may be necessary or appropriate to receive or obtain any information relating to Taxes of Parent establish an exemption from (or any Affiliate of Parentotherwise reduce), or any file Tax Returns or other reports with respect to, Taxes described in SECTION 8.2 (A)(IV); and (vii) timely provide to the other powers of its predecessors other than information relating solely attorney or similar authorizations necessary to Holdings or carry out the Transferred Companies for Pre-Closing Periodspurposes of this SECTION 8.2.

Assistance and Cooperation. After the Closing Date, each of Parent Sellers’ Representative (on behalf of Sellers) and Acquiror shall, upon request from the other Purchaser shall (and shall cause their respective Affiliates to): (ai) subject to Section 6.5, timely sign and deliver such certificates or forms as may be reasonably necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Taxes described in Section 8.01(b) (relating to Transfer Taxes); (bii) reasonably assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with Section 6.18.01(c) and in connection therewith, provide the other party with any reasonably necessary powers of attorney; (ciii) reasonably cooperate fully in preparing for and defending any audits of, or disputes with taxing authorities regarding, any Tax Returns of the Transferred CompaniesCompanies or any Company Subsidiary (except as otherwise provided in Section 8.01(g); (div) make available to the other party and to any taxing authority as reasonably requested in connection with any Tax Return described in Section 6.1 all information, records, and documents relating to Taxes of the Companies or any proceeding described in Section 6.4, all information relating to any Taxes or Tax Returns of the Transferred CompaniesCompany Subsidiary; and (ev) furnish the other party with copies of all correspondence received from any taxing authority in connection with any Tax audit or information request with respect to any such taxable period. Notwithstanding the foregoing or any other provision in this Agreement, neither Acquiror nor any of its Affiliates shall have the right to receive or obtain any information relating to Taxes of Parent (or any Affiliate of Parent), or any of its predecessors other than information relating solely to Holdings or the Transferred Companies for Pre-Closing Periods.