Common use of Cooperation; Audits Clause in Contracts

Cooperation; Audits. In connection with the preparation of Returns, audit examinations, and any administrative or judicial proceedings relating to the Tax liabilities imposed on the Company for all Pre-Closing Tax Periods and Straddle Tax Periods, the Buyer and the Company, on the one hand, and the Shareholder, on the other hand, shall cooperate fully with each other, including, without limitation, the furnishing or making available during normal business hours of records, personnel (as reasonably required), books of account, powers of attorney or other materials necessary or helpful for the preparation of such Returns, the conduct of audit examinations or the defense of claims by Tax Authorities as to the imposition of Taxes.

Cooperation; Audits. In connection with the preparation of Tax Returns, audit examinations, examinations and any administrative or judicial proceedings relating to the Income Tax liabilities imposed on the Company for all Prepre-Closing Income Tax Periods and Straddle Tax Periodsperiods, the Buyer and the Company, as applicable, on the one hand, and the ShareholderSeller, on the other hand, shall each at their own expense, will cooperate fully with each other, including, without limitation, but not limited to the furnishing or making available without charge during normal business hours of records, personnel (as reasonably required), books of account, powers of attorney or account and other materials necessary or and helpful for the preparation of such Tax Returns, the conduct of audit examinations or the defense of claims by Income Tax Authorities authorities as to the imposition of Income Taxes.

Cooperation; Audits. In connection with the preparation of Returns, audit examinations, and any administrative or judicial proceedings relating to the Tax liabilities imposed on the Company Target for all Pre-Closing Tax Periods and Straddle Tax or Pre-Closing Stub Periods, the Buyer Acquirer and the Company, Target on the one hand, and the Shareholder, Principal Stockholders on the other hand, shall will cooperate fully with each other, including, without limitationbut not limited to, the furnishing or making available during normal business hours of records, personnel (as reasonably required), books of account, powers of attorney or other materials necessary or helpful for the preparation of such Returns, the conduct of audit examinations or the defense of claims by Tax Governmental Authorities as to the imposition of Taxes.

Cooperation; Audits. In connection with the preparation of Tax Returns, audit examinations, and any administrative or judicial proceedings relating to the Tax liabilities imposed on the Company for all Pre-Closing Tax Periods and Straddle Tax Periods, the Buyer and the Company, on the one hand, and the ShareholderShareholder and their Affiliates, on the other hand, shall cooperate fully with each other, including, without limitation, the furnishing or making available during normal business hours of records, personnel (as reasonably required), books of account, powers of attorney or other materials necessary or helpful for the preparation of such Tax Returns, the conduct of audit examinations or the defense of claims by Tax Authorities taxing authorities as to the imposition of Taxes.

Cooperation; Audits. In connection with the preparation of Tax Returns, audit examinations, examinations and any administrative or judicial proceedings relating to the Tax liabilities imposed on the Company for all Pre-Closing Tax Periods and Straddle Tax Periods, the Buyer Purchaser and the Company, on the one hand, and the ShareholderSeller Parties, on the other hand, shall cooperate fully with each other, including, without limitation, the furnishing or making available during normal business hours of records, personnel (as reasonably required), books of account, powers of attorney or other materials necessary or helpful for the preparation of such Tax Returns, the conduct of audit examinations or the defense of claims by Tax Authorities any tax authorities as to the imposition of Taxes.

Cooperation; Audits. In connection with the preparation of Tax Returns, audit examinations, and any administrative or judicial proceedings relating to the Tax liabilities imposed on of the Company or any of its Subsidiaries for all Pre-Closing Tax Periods and Straddle Tax Periodswhich an indemnification claim could be made pursuant to Article 9, the Buyer and the Company, on the one hand, and the ShareholderRepresentative, on the other hand, shall cooperate fully with each other, including, without limitation, the including by furnishing or making available during normal business hours of the records, personnel (as reasonably required), books of account, powers of attorney or other materials necessary or helpful for the preparation of such Tax Returns, the conduct of audit examinations or the defense of claims by Tax Authorities as relating to the imposition of such Taxes.

Cooperation; Audits. In connection with the preparation of Tax Returns, audit examinations, and any administrative or judicial proceedings relating to the Tax liabilities imposed on of the Company or any of its Subsidiaries for all Pre-Closing Tax Periods and Straddle Tax Periodswhich an indemnification claim could be made pursuant to Article 10, the Parent, Buyer and the Company, on the one hand, and the ShareholderRepresentative and the Company Securityholders, on the other hand, shall cooperate fully with each other, including, without limitation, the including by furnishing or making available during normal business hours of the records, personnel (as reasonably required), books of account, powers of attorney or other materials necessary or helpful for the preparation of such Tax Returns, the conduct of audit examinations or the defense of claims by Tax Authorities as relating to the imposition of such Taxes.

Cooperation; Audits. In connection with the preparation of Tax Returns, audit examinations, and any administrative or judicial proceedings relating to the Tax liabilities imposed on the Company or a Subsidiary for all Pre-Closing which a Tax Periods and Straddle Tax PeriodsClaim could be made, the Buyer and Acquiror or the Company, on the one hand, and the ShareholderStockholder Representative, the Securityholders, on the other hand, shall cooperate fully with each other, including, without limitation, including the furnishing or making available during normal business hours of records, personnel (as reasonably required), books of account, powers of attorney or other materials necessary or helpful for the preparation of such Tax Returns, the conduct of audit examinations or the defense of claims by Taxing Authorities that could relate to a Tax Authorities as to the imposition of TaxesClaim.

Cooperation; Audits. In connection with the preparation of Tax Returns, audit examinations, and any administrative or judicial proceedings relating to the Tax liabilities imposed on the Company for all Pre-Closing Tax Periods and Straddle Tax Periodsor any Subsidiary, the Buyer and the Company, on the one hand, and the ShareholderSellers, on the other hand, shall cooperate fully with each other, including, without limitation, the furnishing or making available during normal business hours of records, personnel (as reasonably required), books of account, powers of attorney or other materials necessary or helpful for the preparation of such Tax Returns, the conduct of audit examinations or the defense of claims by Tax Authorities Governmental Body as to the imposition of Taxes.

Cooperation; Audits. In connection with the preparation of Returns, audit examinations, and any administrative or judicial proceedings relating to the Tax liabilities imposed on for Taxes of the Company for all Pre-Closing Tax Periods and Straddle Tax PeriodsCompany, the Buyer Parent and the Surviving Company, on the one hand, and the ShareholderSecurityholders’ Representative and the Indemnifying Parties, on the other hand, shall reasonably cooperate fully with each otherother in good faith, including, without limitation, the including by furnishing or making available during normal business hours of the records, personnel (as reasonably required), books of account, powers of attorney or other materials necessary or helpful for the preparation of such Tax Returns, the conduct of audit examinations or the defense of claims by Tax Authorities as relating to the imposition of such Taxes.

Cooperation; Audits. In connection with the preparation of Tax Returns, audit examinations, and any administrative or judicial proceedings relating to the Tax liabilities imposed on of the Company or any of its Subsidiaries for all Pre-Closing Tax Periods and Straddle Tax Periodswhich an indemnification claim could be made pursuant to ARTICLE 8, the Buyer Parent and the Company, on the one hand, and the ShareholderRepresentative and the Company Securityholders, on the other hand, shall cooperate fully with each other, including, without limitation, the including by furnishing or making available during normal business hours of the records, personnel (as reasonably required), books of account, powers of attorney or other materials necessary or helpful for the preparation of such Tax Returns, the conduct of audit examinations or the defense of claims by Tax Authorities as relating to the imposition of such Taxes.

Cooperation; Audits. In connection with the preparation of Tax Returns, audit audits, examinations, and any administrative or judicial proceedings relating to the Tax liabilities imposed on the Company for all or any of its Subsidiaries with respect to any Pre-Closing Tax Periods and Period or Straddle Tax PeriodsPeriod, the Buyer and the Company, on the one hand, and the ShareholderMembers, on the other hand, shall cooperate fully with each other, including, without limitation, including the furnishing or making available during normal business hours of records, personnel (as reasonably required), books of account, powers of attorney or other materials necessary or helpful for the preparation of such Tax Returns, the conduct of audit examinations or the defense of claims by Tax Taxing Authorities as to the imposition of Taxes. The Members shall deliver within five days of Buyer’s request therefore any information required to be reported by the Buyer or the Company pursuant to Section 6043A of the Code.