Common use of Cooperation and Tax Record Retention Clause in Contracts

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. 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 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 Company Acquired Companies available to provide additional information and explanation of any materials provided hereunder. The Buyer shall further fully cooperate, and cause the Company Acquired Companies to fully cooperate, with the Seller in connection with the Seller’s preparation of any Tax Returns pursuant to this Section 8.7Article 8, in connection with any claim for a refund or credit governed by Section 8.7.68.9.6, and in connection with any Tax Proceeding controlled by the Seller pursuant to Section 8.7.58.9.5. Notwithstanding anything else contained herein to the contrary, the The Buyer shall retain all books and records with respect to Tax matters pertinent to the Company Acquired Companies relating to any Pre-Closing Tax Period until the expiration of the -53- 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. 8.9.8.

Cooperation and Tax Record Retention. The Buyer shall promptly furnish to the Seller Representative such information as the Seller Representative may reasonably request with respect to Tax matters relating to the Company or any Subsidiary 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 and its Subsidiaries available to provide additional information and explanation of any materials provided hereunder. The Buyer and Seller Representative shall further fully cooperate, and cause the Company to fully cooperate, cooperate with the Seller each other in connection with the Seller’s preparation of any Tax Returns pursuant to this Section 8.7Returns, in connection with any claim for a refund or credit governed by Section 8.7.68.8.4, and in connection with any Tax Proceeding controlled by the Seller Representative pursuant to Section 8.7.58.8.5. 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 and any of its Subsidiaries 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 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 Company Acquired Companies available to provide additional information and explanation of any materials provided hereunder. The Buyer shall further fully cooperate, and cause the Company Acquired Companies to fully cooperate, with the Seller in connection with the Seller’s preparation of any Tax Returns pursuant to this Section 8.7Article 8, in connection with any claim for a refund or credit governed by Section 8.7.68.9.6, and in connection with any Tax Proceeding controlled by the Seller pursuant to Section 8.7.58.9.5. Notwithstanding anything else contained herein to the contrary, the The Buyer shall retain all books and records with respect to Tax matters pertinent to the Company 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.