Cooperation Document Retention Confidentiality. (a) Provision of Cooperation, Documents and Other Information. Upon reasonable request by a requesting party, the Company and Hi/fn shall promptly provide (and shall cause their respective Affiliates to provide) such requesting party with such cooperation and assistance, documents, and other information, without charge, as may be necessary or reasonably helpful in connection with (i) the preparation and filing of any original or amended Tax Return, (ii) the conduct of any audit or other examination or any judicial or administrative proceeding involving to any extent Taxes or Tax Returns within the scope of this Agreement, or (iii) the verification by a party of an amount payable hereunder to, or receivable hereunder from, another party. Such cooperation and assistance shall include, without limitation: (w) the provision on demand of books, records, Tax Returns, documentation or other information relating to any relevant Tax Return; (x) the execution of any document that may be necessary or reasonably helpful in connection with the filing of any Tax Return by the Stac Pre-Spin-Off Group, a Stac Pre-Spin-off Member, the Stac Post-Spin-off Group, a Stac Post-Spin-off Member, the Hi/fn Group or a Hi/fn Member, or in connection with any audit, proceeding, suit or action of the type generally referred to in the preceding sentence, including, without limitation, the execution of powers of attorney and extensions of applicable statutes of limitations, with respect to Tax Returns which the Company may be obligated to file on behalf of Hi/fn Members pursuant to Section 2(a); (y) the prompt and timely filing of appropriate claims for refund; and (z) the use of reasonable best efforts to obtain any documentation from a governmental authority or a third party that may be necessary or helpful in connection with the foregoing. Each party shall make its employees and facilities available on a mutually convenient basis to facilitate such cooperation.
Appears in 2 contracts
Samples: Tax Allocation and Indemnity Agreement (Stac Software Inc), Tax Allocation and Indemnity Agreement (Hi/Fn Inc)
Cooperation Document Retention Confidentiality. (a) Section 5.1 Provision of Cooperation, Documents and Other Information. Upon the reasonable request by a requesting partyof any party to this Agreement, the Company and Hi/fn RemainCo or SpinCo, as applicable, shall promptly provide (and shall cause their respective its Affiliates to promptly provide) such the requesting party with such cooperation and assistance, documents, and other information, without charge, information as may be necessary or reasonably helpful in connection with (ia) the preparation and filing of any original or amended Tax Return, including all Tax Returns relating to Pre-Distribution Tax Periods and Straddle Periods, (iib) the conduct of any audit or other examination or Audit involving any judicial or administrative proceeding involving to any extent Taxes or Tax Returns within the scope of this Agreement, Agreement or (iiic) the verification by a party of an amount payable hereunder to, to or receivable hereunder from, from another party. Such cooperation and assistance shall include, without limitation: , (wi) all information necessary for filing a Tax Return in a manner consistent with past Tax Practices and any other information reasonably requested in connection with the preparation of such Tax Returns, (ii) the provision on demand of books, records, Tax Returns, documentation or other information relating to any relevant Tax Return; , (xiii) the execution of any document that may be necessary or reasonably helpful and the provision of such other assistance reasonably necessary or requested in connection with the filing of any Tax Return by the Stac Pre-Spin-Off Group, a Stac Pre-Spin-off Member, the Stac Post-Spin-off Group, a Stac Post-Spin-off Member, the Hi/fn Group or a Hi/fn MemberReturn, or in connection with any audit, proceeding, suit or action of the type generally referred to in the preceding sentenceAudit, including, without limitation, the execution of powers of attorney and extensions of applicable statutes of limitations, limitations with respect to Tax Returns which the Company RemainCo may be obligated to file on behalf of Hi/fn SpinCo Members pursuant to Section 2(a); 2.1, (yiv) the prompt and timely filing of appropriate claims for refund; , and (zv) the use of reasonable best efforts to obtain any documentation from a governmental authority or a third party that may be necessary or reasonably helpful in connection with the foregoing. Each party shall make its employees and facilities available on a mutually convenient basis to facilitate such cooperation.
Appears in 2 contracts
Samples: Tax Matters Agreement (Archrock, Inc.), Tax Matters Agreement (Exterran Corp)