Common use of Cooperation and Controversies Clause in Contracts

Cooperation and Controversies. Except as provided in Section 9.3(a), the Seller Parties, the Buyer and the Company 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 the Buyer, the Seller Parties and/or the Company, 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 that the foregoing shall be done in a manner so as to not interfere unreasonably with the conduct of business by the Buyer, the Seller Parties or the Company, as the case may be. Neither the Seller Parties, the Company nor the Buyer shall dispose of any Tax Returns, Tax schedules, Tax work papers 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 fails to take possession within thirty (30) days of the date on which the offer is made. Any information obtained under this Section 9.3(e) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax returns or claims for refund or in conducting an audit or other proceeding.

Cooperation and Controversies. Except as provided in Section 9.3(a), The Purchaser and the Seller Parties, the Buyer and the Company 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 Claimclaim with respect to the Taxes of the Latisys Companies, which cooperation shall include, include but not be limited to (i) providing all relevant information that is available to the BuyerPurchaser, the Seller Parties and/or the CompanyLatisys Companies, as the case may be, with respect to such Tax Claim, claim; (ii) making personnel available at reasonable times, ; and (iii) preparation of responses to requests for information; provided, provided that the foregoing shall be done in a manner so as to not unreasonably interfere unreasonably with the conduct of business by the BuyerPurchaser, Seller, the Seller Parties Latisys Companies or the Companyany of their Affiliates, as the case may be. Neither the Seller PartiesNone of Purchaser, Seller, the Company nor the Buyer Latisys Companies or any of their Affiliates shall dispose of any Tax Returns, Tax schedules, material Tax work work-papers or any material books or records with respect to the Latisys Companies unless it first offers in writing to the other Party party the right to take possession of such materials at such other Partyparty’s sole expense and the other Party party fails to accept such offer within fifteen (15) days of the offer being made or if an offer is accepted fails to take possession within thirty (30) days of the date on which the offer is made. Any information obtained under this Section 9.3(e7.9(d) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax returns Returns or claims for refund or in conducting an audit or other proceedingwith respect to any Tax.