Common use of Cooperation and Controversies Clause in Contracts

Cooperation and Controversies. (a) Sellers, Buyer and the Acquired Companies shall reasonably cooperate, and shall cause their respective Affiliates, agents, auditors, representatives, officers and employees reasonably to cooperate, in preparing and filing all Tax Returns (including amended returns and claims for refund), including maintaining and making available to each other all records necessary in connection with Taxes and with respect to any Tax Claim, which cooperation shall include but not be limited to: (i) providing all relevant information that is available to Buyer, Sellers and/or the Acquired Companies, as the case may be, with respect to such Tax Claim; (ii) making personnel available at reasonable times; and (iii) preparation of responses to requests for information; provided, however, that the foregoing shall be done in a manner so as to not unreasonably interfere with the conduct of business by Buyer, Sellers or the Acquired Companies, as the case may be. Neither Sellers, the Acquired Companies nor Buyer shall dispose of any Tax Returns, Tax schedules, Tax workpapers or any books or records unless it first offers in writing to the other Party the right to take possession of such materials at such other Party’s sole expense and the other Party fails to accept such offer within fifteen (15) days of the offer being made or if an offer is accepted and the offeree fails to take possession within thirty (30) days of the date on which the offer is made. Any information obtained under this Section 9.5 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or with respect to any Tax Claim. (b) At Sellers’ request, Buyer will cause the Acquired Companies identified by Sellers to join in filing with the appropriate Seller in any elections under Section 1.1502-20(g) of the Treasury Regulations. (c) Notwithstanding any other provision in this Agreement, Buyer shall have no right to obtain any information with respect to or regarding the combined, consolidated, unified or group Tax Returns that are filed by Sellers and Sellers’ Affiliates. (d) Within 180 days after the Closing Date, Buyer shall cause the Acquired Companies (at the expense of the Acquired Companies) to prepare and provide to Sellers a package of Tax information materials, including, without limitation, schedules and work papers (the “Tax Package”) required by Sellers to enable Sellers to prepare and file all Tax Returns required to be prepared and filed by Sellers pursuant to Section 9.2(a) and, upon Sellers’ reasonable request, Buyer shall provide to Sellers any additional information that may be requested by Sellers. The Tax Package shall be prepared in good faith in a manner consistent with past practice. However, the 180 day period will be extended in the event that the information needed to prepare the Tax Package, including the Final Closing Date Balance Sheet, is not available within 120 days after the Closing Date.

Cooperation and Controversies. (a) SellersSeller, Buyer on the one hand, and Buyer, on the Acquired Companies shall other hand, will reasonably cooperate, and shall will cause their respective Affiliates, agents, auditors, representatives, officers and employees reasonably to cooperate, in preparing and filing all Tax Returns (including amended returns and claims for refund), including maintaining and making available to each other all records necessary in connection with Taxes and with respect to any Tax Claim, which cooperation shall will include but not be limited to: to (i) providing all relevant information that is available to Buyer, Sellers Seller and/or the Acquired Transferred Companies, as the case may be, with respect to such Tax Claim; (ii) making personnel available at reasonable times; and (iii) preparation of responses to requests for information; provided, however, that the foregoing shall will be done in a manner so as to not unreasonably interfere with the conduct of business by Buyer, Sellers Seller or the Acquired Transferred Companies, as the case may be. Neither Sellers, None of Seller or Buyer or the Acquired Transferred Companies nor Buyer shall will dispose of any Tax Returns, Tax schedules, Tax workpapers work papers or any books or records unless it first offers in writing to the other Party Parties the right to take possession of such materials at such other Party’s the sole expense of such Party or Parties that accept that offer, and the if any other such Party fails to accept such offer within fifteen (15) days Business Days of the offer being made or if an offer is accepted and the offeree fails to take possession within thirty (30) days Business Days of the date on which the offer is made. Any information obtained under this Section 9.5 shall 8.5 will be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or with respect to any Tax Claim. (b) At Sellers’ request, Buyer will cause the Acquired Companies identified by Sellers to join in filing with the appropriate Seller in any elections under Section 1.1502-20(g) of the Treasury Regulations. (c) Notwithstanding any other provision in this Agreement, Buyer shall have no right to obtain any information with respect to or regarding the combined, consolidated, unified or group Tax Returns that are filed by Sellers and Sellers’ Affiliates. (d) Within 180 days after the Closing Date, Buyer shall will cause the Acquired Transferred Companies (at the expense of the Acquired Companies) to prepare and provide to Sellers Seller a package of Tax information materials, including, without limitation, schedules and work papers (the “Tax Package”) required by Sellers Seller to enable Sellers Seller to prepare and file all Tax Returns required to be prepared and filed by Sellers Seller pursuant to Section 9.2(a8.2(a) and, and upon Sellers’ Seller's reasonable request, Buyer shall will provide to Sellers Seller any additional information that may be requested by SellersSeller. The Tax Package shall will be prepared in good faith in a manner consistent with past practice. However, the 180 day period will be extended in the event that the information needed to prepare the Tax Package, including the Final Closing Date Balance Sheet, is not available within 120 days after the Closing Date.

Cooperation and Controversies. (a) Sellers, Buyer on the one hand, and Buyer, on the Acquired Companies other hand, shall reasonably cooperate, and shall cause their respective Affiliates, agents, auditors, representatives, officers and employees reasonably to cooperate, in preparing and filing all Tax Returns (including amended returns and claims for refund), including maintaining and making available to each other all records necessary in connection with Taxes and with respect to any Tax Claim, which cooperation shall include but not be limited to: to (i) providing all relevant information that is available to Buyer, Sellers and/or the Acquired Companies, as the case may be, with respect to such Tax Claim; (ii) making personnel available at reasonable times; and (iii) preparation of responses to requests for information; provided, however, that the foregoing shall be done in a manner so as to not unreasonably interfere with the conduct of business by Buyer, Sellers or the Acquired Companies, as the case may be. Neither Sellers, None of Sellers or Buyer or the Acquired Companies nor Buyer shall dispose of any Tax Returns, Tax schedules, Tax workpapers work-papers or any books or records unless it first offers in writing to the other Party Parties the right to take possession of such materials at each such other Party’s 's sole expense and the if any other such Party fails to accept such offer within fifteen (15) days Business Days of the offer being made or if an offer is accepted and the offeree fails to take possession within thirty (30) days Business Days of the date on which the offer is made. Any information obtained under this Section 9.5 8.5 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or with respect to any Tax Claim. (b) At Sellers’ request, Buyer will cause the Acquired Companies identified by Sellers to join in filing with the appropriate Seller in any elections under Section 1.1502-20(g) of the Treasury Regulations. (c) Notwithstanding any other provision in this Agreement, Buyer shall have no right to obtain any information with respect to or regarding the combined, consolidated, unified or group Tax Returns that are filed by Sellers and Sellers’ Affiliates. (d) Within 180 days after the Closing Date, Buyer shall cause the Acquired Companies (at the expense of the Acquired Companies) each Company to prepare and provide to Sellers a package of Tax information materials, including, without limitation, schedules and work papers (the “Tax Package”) required by Sellers to enable Sellers to prepare and file all Tax Returns required to be prepared and filed by Sellers pursuant to Section 9.2(a8.2(a) and, and upon Sellers’ ' reasonable request, Buyer shall provide to Sellers any additional information that may be requested by Sellers. The Tax Package shall be prepared in good faith in a manner consistent with past practice. However, the 180 day period will be extended in the event that the information needed to prepare the Tax Package, including the Final Closing Date Balance Sheet, is not available within 120 days after the Closing Date.

Cooperation and Controversies. (a) SellersSeller, Buyer on the one hand, and Buyer, on the Acquired Companies shall other hand, will reasonably cooperate, and shall will cause their respective Affiliates, agents, auditors, representatives, officers and employees reasonably to cooperate, in preparing and filing all Tax Returns (including amended returns and claims for refund), including maintaining and making available to each other all records necessary in connection with Taxes and with respect to any Tax Claim, which cooperation shall will include but not be limited to: to (i) providing all relevant information that is available to Buyer, Sellers Seller and/or the Acquired Subject Companies, as the case may be, with respect to such Tax Claim; (ii) making personnel available at reasonable times; and (iii) preparation of responses to requests for information; provided, however, that the foregoing shall will be done in a manner so as to not unreasonably interfere with the conduct of business by Buyer, Sellers Seller or the Acquired Subject Companies, as the case may be. Neither Sellers, None of Seller or Buyer or the Acquired Subject Companies nor Buyer shall will dispose of any Tax Returns, Tax schedules, Tax workpapers work‑papers or any books or records (for any Tax period ended less than seven years ago) unless it first offers in writing to the other Party Parties the right to take possession of such materials at such other Party’s the sole expense of such Party or Parties that accept that offer, and the if any other such Party fails to accept such offer within fifteen (15) days Business Days of the offer being made or if an offer is accepted and the offeree fails to take possession within thirty (30) days Business Days of the date on which the offer is made. Any information obtained under this Section 9.5 shall 8.5 will be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or with respect to any Tax Claim. (b) At Sellers’ request, Buyer will shall use its commercially reasonable efforts to cause the Acquired Subject Companies identified by Sellers to join in filing with the appropriate Seller in any elections under Section 1.1502-20(g) of the Treasury Regulations. (c) Notwithstanding any other provision in this Agreement, Buyer shall have no right to obtain any information with respect to or regarding the combined, consolidated, unified or group Tax Returns that are filed by Sellers and Sellers’ Affiliates. (d) Within 180 days after the Closing Date, Buyer shall cause the Acquired Companies (at the expense of the Acquired Companies) to prepare and provide to Sellers Seller a package of Tax information materials, including, without limitation, schedules and work papers of estimates (the “"Tax Package”") required by Sellers March 1, 2015, or no later than 90 days after the Closing Date to enable Sellers Seller to prepare and file all Tax Returns required to be prepared and filed by Sellers Seller pursuant to Section 9.2(a8.2(a) and, and upon Sellers’ Seller's reasonable request, Buyer shall will provide to Sellers Seller any additional information that may be requested by SellersSeller. The Tax Package shall will be prepared in good faith in a manner consistent with past practice. However, the 180 day period will be extended in the event that the information needed to prepare the Tax Package, including the Final Closing Date Balance Sheet, is not available within 120 days after the Closing Date.