Cooperation and Tax Record Retention. Subject to the provisions of this Section 8.6, at Seller’s reasonable request, Buyer shall, and shall cause the Group Companies to, reasonably cooperate with Seller in connection with the preparation of Tax Returns and in connection with any Tax proceeding. Buyer shall, and shall cause the Group Companies to, promptly furnish to Seller such information as Seller may reasonably request with respect to Tax Returns, Tax proceedings, claims for Tax Refunds and other Tax matters relating to the Group Companies that affect Seller, including by providing reasonable access to the relevant books and records. Buyer shall, and shall cause the Group Companies to, retain all Records with respect to Tax matters pertinent to the Group Companies relating to taxable periods or portions thereof ending on the Closing Date or that could affect amounts which Seller is entitled to receive pursuant to this Agreement (including, pursuant to the Escrow Agreement) until the expiration of the statute of limitations (taking into account any extensions thereof) applicable to such taxable periods.
Cooperation and Tax Record Retention. The Buyer and the Sellers’ Representative shall cooperate fully as and to the extent reasonably requested by either party in connection with the preparation, execution and filing of Tax Returns and in connection with any Tax Proceeding. Such cooperation shall include access to records and information that are reasonably relevant to any such Tax Return or Tax Proceeding, making employees and outside consultants available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer and the Sellers’ Representative each agree, upon request, to use commercially reasonable 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 (including with respect to the transactions contemplated by this Agreement). Each party shall fully cooperate with the other in connection with the preparation of any Tax Returns pursuant to this Section 8.7, in connection with any claim for a refund or credit (or Tax Proceeding) governed by Section 8.7.6, and in connection with any Tax Proceeding jointly controlled pursuant to Section 8.7.5. Notwithstanding anything else contained in this Agreement to the contrary, the Buyer shall retain all books and records with respect to Tax matters pertinent to the Acquired Companies relating to any Pre-Closing Tax Period until the expiration of the statute of limitations (taking into account any extensions thereof) applicable to such taxable periods, and to abide by all record retention agreements entered into with any Taxing Authority.
Cooperation and Tax Record Retention. The Buyer shall promptly furnish to the Seller such information as the Seller may reasonably request with respect to Tax matters relating to the Company for any taxable period beginning before the Closing Date, including by providing access to relevant books and records and making employees of the Buyer and the Company available to provide additional information and explanation of any materials provided hereunder. The Buyer shall further fully cooperate, and cause the Company to fully cooperate, with the Seller in connection with the Seller’s preparation of any Tax Returns pursuant to this Section 8.7, in connection with any claim for a refund or credit governed by Section 8.7.6, and in connection with any Tax Proceeding controlled by the Seller pursuant to Section 8.7.5. Notwithstanding anything else contained herein to the contrary, the Buyer shall retain all books and records with respect to Tax matters pertinent to the Company relating to any Pre-Closing Tax Period until the expiration of the statute of limitations (taking into account any extensions thereof) applicable to such taxable periods, and to abide by all record retention agreements entered into with any Taxing Authority.
Cooperation and Tax Record Retention. Buyer and any designee(s) of Buyer, as applicable shall use commercially reasonable efforts to promptly furnish to the Sellers’ Representative (at the Sellers’ Representative’s sole cost and expense for reasonable out-of-pocket third party expenses for the benefit of the Sellers’ Representative) such information as may be reasonably requested with respect to Tax matters relating to TopCo for any Pre-Closing Tax Period or the pre-Closing portion of any Straddle Periods, including by providing access to relevant books and records and making employees available to provide additional information and explanation of any materials provided hereunder. Notwithstanding anything else contained herein to the contrary, Buyer and any designee(s) of Buyer, as applicable, shall retain all books and records with respect to Tax matters pertinent to TopCo relating to any Pre-Closing Tax Period or the pre-Closing portion of any Straddle Periods until at least thirty (30) days after the expiration of the statute of limitations (taking into account any extensions thereof) applicable to such Taxable periods, and shall abide by all record retention agreements entered into with any Taxing Authority.
Cooperation and Tax Record Retention. The Buyer shall promptly furnish to the Seller such information as the Seller may reasonably request with respect to Tax matters relating to the Acquired Companies for any taxable period beginning before the Closing Date, including by providing access to relevant books and records and making employees of the Buyer and the Acquired Companies available to provide additional information and explanation of any materials provided hereunder. The Buyer shall further fully cooperate, and cause the Acquired Companies to fully cooperate, with the Seller in connection with the Seller’s preparation of any Tax Returns pursuant to this Article 8, in connection with any claim for a refund or credit governed by Section 8.9.6, and in connection with any Tax Proceeding controlled by the Seller pursuant to Section 8.9.
Cooperation and Tax Record Retention. Each Party, shall cooperate and shall cause its respective Affiliates to cooperate with each other Party and with each other Party’s agents, including accounting firms and legal counsel, in connection with any Tax Proceeding in respect of Taxes assessed or proposed to be assessed against the Company or any of its Subsidiaries. Such cooperation shall include each Party making such information and documents in its possession relating to the Company or any of its Subsidiaries reasonably necessary in connection with any such Tax Proceeding 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 noticed by any Party, any extensions thereof) of the Tax Period to which such Tax Returns and other documents and information relate. Each of the Parties shall also make available to the another Party, as reasonably requested and available on a mutually convenient basis, personnel responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes to provide reasonable explanation of any documents or information provided hereunder. Any information or documents provided under this Agreement 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 a Tax Proceeding.
Cooperation and Tax Record Retention. Buyer and any designee(s) of Buyer, as applicable shall use commercially reasonable efforts to promptly furnish to any of the Company Sellers (at such Company Seller’s sole cost and expense for reasonable out-of-pocket third party expenses) or the Sellers’ Representative (at the Sellers’ Representative sole cost and expense for reasonable out-of-pocket third party expenses for the benefit of the Company Sellers and the TopCo Sellers) such information as may be reasonably requested with respect to Tax matters relating to the Company for any Pre-Closing Tax Period or the pre-Closing portion of any Straddle Periods, including by providing access to relevant books and records and making employees available to provide additional information and explanation of any materials provided hereunder. Notwithstanding anything else contained herein to the contrary, Buyer and any designee(s) of Buyer, as applicable, shall retain all books and records with respect to Tax matters pertinent to the Company relating to any Pre-Closing Tax Period or the pre-Closing portion of any Straddle Periods until at least thirty (30) days after the expiration of the statute of limitations (taking into account any extensions thereof) applicable to such Taxable periods, and shall abide by all record retention agreements entered into with any Taxing Authority.
Cooperation and Tax Record Retention. The Parties shall cooperate as and to the extent reasonably requested by the other Parties in connection with any Tax matters (including Tax Return preparation and as may be necessary for any Tax Proceeding) relating to the Company and its Subsidiaries, including by providing access to the relevant books and records and making employees of Parent and the Company and its Subsidiaries available to provide additional information and explanation of any materials provided hereunder. Parent shall, and shall cause the Company and its Subsidiaries to, retain all books and records with respect to Tax matters pertinent to the Company and its Subsidiaries relating to taxable periods or portions thereof ending on the Closing Date or that could affect amounts which the Equityholders are entitled to receive pursuant to this Agreement (including, pursuant to the Escrow Agreement) until the expiration of the statute of limitations (taking into account any extensions thereof) applicable to such taxable periods.
Cooperation and Tax Record Retention. After the Closing Date, each of Sellers and Buyer shall (and shall cause their respective Affiliates to): (a) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with paragraph (a) of Section 8.9.10, and in connection therewith, provide the other party with any necessary powers of attorney; (b) cooperate fully in preparing for and defending any audits of, or disputes with Taxing Authorities regarding, any Tax Returns of any Acquired Company; (c) promptly furnish the other and to any Taxing Authority such information as reasonably requested with respect to Tax matters relating to the Acquired Companies, including by providing access to relevant books and records and making employees of the Acquired Companies available to provide additional information and explanation of any materials provided hereunder; provided, that Buyer shall only be obligated to furnish such information and provide Sellers such access with respect to Tax matters of the Acquired Companies for Pre-Closing Tax Periods; and (d) 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 each Acquired Company; provided, that Buyer shall only be obligated to furnish copies of such correspondence to Sellers to the extent such audit or information request relates to Taxes for which Sellers may be liable under the terms of this Agreement.
Cooperation and Tax Record Retention. The Purchaser shall promptly furnish to the Seller Representative such information as the Seller Representative may reasonably request with respect to Tax matters relating to the Acquired Companies for any taxable period beginning before the Closing Date. The Purchaser shall cooperate, and cause the Acquired Companies to cooperate, with the Seller Representative in connection with the Seller Representative’s preparation of any Tax Returns pursuant to this Section 9.08. Notwithstanding anything else contained herein to the contrary, the Purchaser shall retain all books and records with respect to Tax matters pertinent to the Company relating to any Pre-Closing Tax Period until the expiration of the statute of limitations (taking into account any extensions thereof) applicable to such taxable periods, and to abide by all record retention agreements entered into with any Taxing Authority.
