Common use of Cooperation in Filing Tax Returns Clause in Contracts

Cooperation in Filing Tax Returns. The Purchaser, the Seller and Seller Parent shall, and shall cause each of their Affiliates to, fully cooperate with and provide each other with all reasonably requested information in connection with preparing, reviewing and filing of any Tax Return, amended Tax Return or claim for refund, determining Liabilities for Taxes or a right to refund of Taxes, or in conducting any audit or other Action with respect to Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Tax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings and other determinations by Governmental Entities relating to Taxes, and relevant records concerning the ownership and Tax basis of property, which any such party may possess. Each party will retain all Tax Returns, schedules, work papers, and all material records and other documents relating to Tax matters of the Company and its Subsidiaries for the Tax period first ending after the Closing Date and for all prior Tax periods until the later of either (i) the expiration of the applicable statute of limitations (and, to the extent notice is provided with respect thereto, any extensions thereof) for the Tax periods to which the Tax Returns and other documents relate or (ii) eight years following the due date (without extension) for such Tax Returns. Thereafter, the party holding such Tax Returns or other documents may dispose of them provided that such party shall give to the other party 30 days written notice of such disposal and providing the other party with the opportunity to copy (at such other party’s cost) such Tax Returns or other documents. Each party shall make its employees reasonably available on a mutually-convenient basis at its cost to provide explanation of any documents or information so provided.

Cooperation in Filing Tax Returns. The Purchaser, the Seller Buyer and Seller Parent shall, and shall each cause each of their its Subsidiaries and Affiliates to, fully cooperate with provide to the other such cooperation and provide each other with all information, as and to the extent reasonably requested information requested, in connection with preparing, reviewing and the filing of any Tax Return, amended Tax Return or claim for refund, determining Liabilities liability for Taxes or a right to refund of Taxes, or in conducting any audit audit, litigation or other Action proceeding with respect to Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Tax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings and other determinations by Governmental Entities relating to TaxesTaxing Authorities, and relevant records concerning the ownership and Tax basis of property, which any such party may possess. Each party will retain all Tax Returns, schedules, work papers, and all material records and other documents relating to Tax matters matters, of the Acquired Company and its Subsidiaries for the Tax period first periods ending after on or before the Closing Acquired Balance Sheet Date and for all prior Tax periods until the later of either (i) the expiration of the applicable statute of limitations limitations, including that related to the utilization of net operating loss carry-forwards (and, to the extent notice is provided with respect thereto, any extensions thereof) for the Tax periods to which the Tax Returns and other documents relate or (ii) eight years following the due date (without extension) for such Tax Returns. Thereafter, the party holding such Tax Returns or other documents may dispose of them them, provided that such party shall give to the other party 30 days written the notice of such disposal and providing the other party with the opportunity described in Section 11.1 prior to copy (at such other party’s cost) such Tax Returns or other documentsdoing so. Each party shall make its employees reasonably available on a mutually-mutually convenient basis at its cost to provide explanation of any documents or information so provided.

Cooperation in Filing Tax Returns. The Purchaser, the Seller Buyer and Seller Parent shall, and shall each cause each of their the Company and its Affiliates to, fully cooperate with provide to the other such cooperation and provide each other with all information, as and to the extent reasonably requested information requested, in connection with preparingthe preparation, reviewing execution and filing of any Tax Return, amended Tax Return or claim for refund, determining Liabilities liability for Taxes or a right to refund of Taxes, or in conducting any audit audit, litigation or other Action proceeding with respect to Taxes. Such cooperation and information shall include include, without limitation, providing copies of all relevant portions of relevant Tax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings and other determinations by Governmental Entities relating to TaxesTaxing Authorities, and relevant records concerning the ownership and Tax basis of property, which any such party may possess. Each party will retain all Tax Returns, schedules, work papers, and all material records and other documents relating to Tax matters matters, of the Company and its Subsidiaries for the Tax period first ending after the Closing Date and for all prior Tax periods until the later of either (i) the expiration of the applicable statute of limitations (and, to the extent notice is provided with respect thereto, any extensions thereof) for the Tax periods to which the Tax Returns and other documents relate or (ii) eight years following the due date (without extension) for such Tax Returns. Thereafter, the party holding such Tax Returns or other documents may dispose of them provided that such party shall give to the other party 30 days written notice pursuant to Section 9.5 of such disposal and providing the other party with the opportunity this Agreement prior to copy (at such other party’s cost) such Tax Returns or other documentsdoing so. Each party Buyer shall make its the Company employees reasonably available on a mutually-mutually convenient basis at its cost to provide explanation of any documents or information so providedprovided by Buyer (or the Company or its Affiliates) pursuant to this Section 7.6(b). Seller shall make itself and its outside advisors reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information provided by Seller (or an Affiliate of a Seller) pursuant to this Section 7.6(b).

Cooperation in Filing Tax Returns. The Purchaser, the Seller Buyer and Seller Parent Sellers shall, and shall each cause each of their its Affiliates to, fully cooperate with provide to the other such cooperation and provide each other with all information, as and to the extent reasonably requested information requested, in connection with preparing, reviewing and the filing of any Tax Return, amended Tax Return or claim for refund, determining Liabilities liability for Taxes or a right to refund of Taxes, or in conducting any audit audit, litigation or other Action proceeding with respect to Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Tax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings and other determinations by Governmental Entities relating to Taxes, Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which any such party may possess. No Seller shall settle any such audit, litigation or other proceeding with respect to Taxes in a manner that would adversely affect the Acquired Companies after the Closing Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld. Sellers shall allow Buyer and its counsel to participate in any audit of Sellers’ consolidated federal income tax returns to the extent that such returns relate to the Acquired Companies. Each party will retain all Tax Returns, schedules, work papers, papers and all material records and other documents relating to Tax matters of the Company and its Subsidiaries Acquired Companies for the Tax period first ending after the Closing Date and for all prior Tax periods until the later of either (i) the expiration of the applicable statute of limitations (and, to the extent notice is provided with respect thereto, any extensions thereof) for the Tax periods to which the Tax Returns and other documents relate or (ii) eight years following the due date (without extension) for such Tax Returns. Thereafter, the party holding such Tax Returns or other documents may dispose of them provided that such party shall give to the other party 30 days written the notice of such disposal and providing the other party with the opportunity described in Section 9.1 prior to copy (at such other party’s cost) such Tax Returns or other documentsdoing so. Each party shall make its employees reasonably available on a mutually-mutually convenient basis at its cost to provide explanation of any documents or information so provided.

Cooperation in Filing Tax Returns. The Purchaser, the Seller Buyer and Seller Parent Sellers shall, and shall each cause each of their its Affiliates to, fully cooperate with provide to the other such cooperation and provide each other with all information, as and to the extent reasonably requested information requested, in connection with preparing, reviewing and the filing of any Tax Return, amended Tax Return or claim for refund, determining Liabilities liability for Taxes or a right to refund of Taxes, or in conducting any audit audit, litigation or other Action proceeding with respect to Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Tax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings and other determinations by Governmental Entities relating to Taxes, Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which any such party may possess. No Seller shall settle any such audit, litigation or other proceeding with respect to Taxes in a manner that would adversely affect the Target Companies after the Closing Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld. Sellers shall allow Buyer and its counsel to participate in any audit of the Tax Returns to the extent that such returns relate to the Target Companies for any tax period beginning on or after the Closing Date. Buyer shall allow Sellers and its counsel to participate in any audit of Tax Returns to the extent that such returns relate to the Target Companies for any tax period beginning prior to the Closing Date. Each party will retain all Tax Returns, schedules, work papers, papers and all material records and other documents relating to Tax matters of the Company and its Subsidiaries Target Companies for the Tax period first ending after the Closing Date and for all prior Tax periods until the later of either (i) the expiration of the applicable statute of limitations (and, to the extent notice is provided with respect thereto, any extensions thereof) for the Tax periods to which the Tax Returns and other documents relate or (ii) eight years following the due date (without extension) for such Tax Returns. Thereafter, the party holding such Tax Returns or other documents may dispose of them provided that such party shall give to the other party 30 days written the notice of such disposal and providing the other party with the opportunity described in Section 10.1 prior to copy (at such other party’s cost) such Tax Returns or other documentsdoing so. Each party shall make its employees reasonably available on a mutually-mutually convenient basis at its cost to provide explanation of any documents or information so provided.

Cooperation in Filing Tax Returns. The Purchaser, Buyer and the Seller and Seller Parent Sellers shall, and shall each cause each of their Subsidiaries and Affiliates to, fully cooperate with provide to the other such cooperation and provide each other with all information, as and to the extent reasonably requested information requested, in connection with preparingthe preparation, reviewing execution and filing of any Tax Return, amended Tax Return or claim for refund, determining Liabilities liability for Taxes or a right to refund of Taxes, or in conducting any audit audit, litigation or other Action proceeding with respect to Taxes. Such cooperation and information shall include include, without limitation, providing copies of all relevant portions of relevant Tax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings and other determinations by Governmental Entities relating to Taxestaxing authorities, and relevant records concerning the ownership and Tax basis of property, which any such party may possess. Each party Party will retain all Tax Returns, schedules, work papers, and all material records and other documents relating to Tax matters matters, of the Company MTC and its Subsidiaries for the Tax period first ending after the Closing Date and for all prior Tax periods until the later of either (i) the expiration of the applicable statute of limitations (and, to the extent notice is provided with respect thereto, any extensions thereof) for the Tax periods to which the Tax Returns and other documents relate or (ii) eight years following the due date (without extension) for such Tax Returns. Thereafter, the party Party holding such Tax Returns or other documents may dispose of them provided that such party Party shall give to the other party 30 days written the notice of such disposal described in Section 11.1 prior to doing so. Buyer and providing the other party with the opportunity to copy (at such other party’s cost) such Tax Returns or other documents. Each party its Affiliates shall make its their employees reasonably available on a mutually-mutually convenient basis at its cost to provide explanation of any documents or information so providedprovided by Buyer (or its Subsidiaries or Affiliates) pursuant to this Section 6.13(b). Sellers shall make themselves and their employees reasonably available on a mutually convenient basis at Sellers’ cost to provide explanation of any documents or information provided by Sellers pursuant to this Section 6.13(b).

Cooperation in Filing Tax Returns. The Purchaser, the Seller Buyer and Seller Parent Sellers shall, and shall each cause each of their its Subsidiaries and Affiliates (including Universal Gold Mining Corp.) to, fully cooperate with provide to the other such cooperation and provide each other with all information, as and to the extent reasonably requested information requested, in connection with preparing, reviewing and the filing of any Tax Return, amended Tax Return or claim for refund, determining Liabilities liability for Taxes or a right to refund of Taxes, or in conducting any audit audit, litigation or other Action proceeding with respect to TaxesTaxes (including claims for Forestry Credits). Such cooperation and information shall include providing copies of all relevant portions of relevant Tax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings and other determinations by Governmental Entities relating to TaxesTaxing Authorities, and relevant records concerning the ownership and Tax basis of property, which any such party may possess. Each party will retain all Tax Returns, schedules, work papers, and all material records and other documents relating to Tax matters matters, of the each Acquired Company and its Subsidiaries for the Tax period first ending after the Closing Date and for all prior Tax periods until the later of either (i) the expiration of the applicable statute of limitations (and, to the extent notice is provided with respect thereto, any extensions thereof) for the Tax periods to which the Tax Returns and other documents relate or (ii) eight years following the due date (without extension) for such Tax Returns. Thereafter, the party holding such Tax Returns or other documents may dispose of them provided that such party shall give to the other party 30 days written notice of such disposal and providing the other party with the opportunity under Section 10.3 prior to copy (at such other party’s cost) such Tax Returns or other documentsdoing so. Each party shall make its employees reasonably available on a mutually-mutually convenient basis at its cost to provide explanation of any documents or information so provided.

Cooperation in Filing Tax Returns. The Purchaser, Buyer and the Seller and Seller Parent Stockholder Representative shall, and shall each cause each of their its Affiliates to, fully cooperate with provide to the other such cooperation and provide each other with all information, as and to the extent reasonably requested information requested, in connection with preparing, reviewing and the filing of any Tax Return, amended Tax Return or claim for refund, determining Liabilities liability for Taxes or a right to refund of Taxes, or in conducting any audit audit, litigation or other Action proceeding with respect to Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Tax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings and other determinations by Governmental Entities relating to TaxesTaxing Authorities, and relevant records concerning the ownership and Tax basis of property, which any such party may possess. Each party will retain all Tax Returns, schedules, work papers, and all material records and other documents relating to Tax matters matters, of the Company and each of its Subsidiaries for the Tax period first ending after the Closing Date and for all prior Tax periods until the later of either (i) the expiration of the applicable statute of limitations (and, to the extent notice is provided with respect thereto, any extensions thereof) for the Tax periods to which the Tax Returns and other documents relate or (ii) eight (8) years following the due date (without extension) for such Tax Returns. Thereafter, the party holding such Tax Returns or other documents may dispose of them provided that such party shall give to the other party 30 days written the notice of such disposal and providing the other party with the opportunity described in Section 10.7 prior to copy (at such other party’s cost) such Tax Returns or other documentsdoing so. Each party shall make its employees reasonably available on a mutually-mutually convenient basis at its cost to provide explanation of any documents or information so provided.

Cooperation in Filing Tax Returns. The Purchaser, Buyer and the Seller and Seller Parent Representative shall, and each shall each cause its Affiliates to and the Representative shall cause each of their Affiliates the Sellers to, fully cooperate with provide to the other Parties such cooperation and provide each other with all information, as and to the extent reasonably requested information requested, in connection with preparing, reviewing and filing of any Tax Return, amended Tax Return or claim for refund, determining Liabilities for Taxes or a right to refund of Taxes, or in conducting any audit or other Action with respect to Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Tax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings and other determinations by Governmental Entities relating to Taxes, and relevant records concerning the ownership and Tax basis of property, which any such party Party may possess. Each party Party will retain all Tax Returns, schedules, work papers, and all material records and other documents relating to Tax matters of the Company and its Subsidiaries for the Tax period first ending after the Closing Date and for all prior Tax periods until the later of either (i) the expiration of the applicable statute of limitations (and, to the extent notice is provided with respect thereto, any extensions thereof) for the Tax periods to which the Tax Returns and other documents relate or (ii) eight years following the due date (without extension) for such Tax Returns. Thereafter, the party Party holding such Tax Returns or other documents may dispose of them provided that such party Party shall give to the other party Parties 30 days written notice of such disposal and providing the other party Party with the opportunity to copy (at such other party’s cost) such Tax Returns or other documents. Each party Party shall make its employees reasonably available on a mutually-mutually convenient basis at its cost to provide explanation of any documents or information so provided.

Cooperation in Filing Tax Returns. The Purchaser, the Seller and Seller Parent Uponor shall, and shall each cause each of their its Subsidiaries and Affiliates to, fully cooperate with provide to the other such cooperation and provide each other with all information, as and to the extent reasonably requested information by the other party, in connection with preparing, reviewing and with: (i) the filing of any Tax Return, amended Tax Return or claim for refund, determining Liabilities liability for Taxes or a right to refund of Taxes, or in conducting pursuant to this Section 7.3; and (ii) any audit audit, litigation or other Action proceeding with respect to Taxes. Such cooperation and information shall include providing copies the retention, for a commercially reasonable period of all relevant portions of relevant Tax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings and other determinations by Governmental Entities relating to Taxestime, and relevant records concerning (upon the ownership and Tax basis of propertyother party’s request) the provision of, which any such party may possess. Each party will retain all Tax Returns, schedules, work papers, and all material records and material information which are reasonably relevant to any such Tax Return, amended Tax Return, claim for refund, determination of liability, right to refund, or audit, litigation or other documents relating proceeding. Such cooperation shall also include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Purchaser, the Seller and Uponor agree to, and the Purchaser shall, or shall cause Newco to: (i) retain all material books and records with respect to Tax matters of pertinent to the Company Seller and its Subsidiaries for the relating to any Tax period first ending after beginning before the Closing Date and for all prior Tax periods until the later of either (i) the expiration of the applicable statute of limitations (and, to the extent notice is provided with respect theretonotified by the Purchaser or the Seller, any extensions thereof) for of the respective Tax periods periods, and to which the Tax Returns abide by all record retention ordinances or agreements entered into with any taxing authority; and other documents relate or (ii) eight years following the due date (without extension) for such Tax Returns. Thereafter, the party holding such Tax Returns or other documents may dispose of them provided that such party shall give to the other party 30 days reasonable written notice of prior to transferring, destroying or discarding any such disposal material books and providing records and, if the other party with so requests, the opportunity Purchaser, the Seller or Uponor, as the case may be, shall allow the other party to copy (at take possession of such other party’s cost) such Tax Returns books and records. The Purchaser, the Seller and Uponor further agree, upon request, to use their commercially reasonable efforts to obtain any material certificate or other documents. Each party shall make its employees reasonably available on a mutually-convenient basis at its cost material document from any governmental authority or any other Person as may be necessary to provide explanation of mitigate, reduce or eliminate any documents or information so providedmaterial Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby).

Cooperation in Filing Tax Returns. The PurchaserPurchaser on the one hand, and the Seller and Seller Parent Sellers on the other, shall, and shall each cause each of their respective Affiliates to, fully cooperate with provide to the other Party such cooperation and provide each other with all information, as and to the extent reasonably requested information requested, in connection with preparing, reviewing and filing of any Tax Return, amended Tax Return or claim for refund, determining Liabilities for Taxes or a right to refund of Taxes, or in conducting any audit or other Action Tax Contest with respect to Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Tax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings and other determinations by Governmental Entities relating to TaxesTaxing Authorities, and relevant records concerning the ownership and Tax basis of property, which any such party may possess. Each party Party will retain all Tax Returns, schedules, work papers, and all material records and other documents relating to Tax matters of the Company and Companies (that is in its Subsidiaries possession) for the Tax period first ending after the Closing Date and for all prior Tax periods until the later of either (i) the expiration of the applicable statute of limitations (and, to the extent notice is provided with respect thereto, any extensions thereof) for the Tax periods to which the Tax Returns and other documents relate or and (ii) eight five (5) years following the due date (without extensionextensions) for such Tax Returns. Thereafter, the party Party holding such Tax Returns or other documents may dispose of them provided that such party Party shall give to the other party 30 days Party at least thirty (30) days’ written notice of such disposal and providing the other party Party with the opportunity to copy (at such other partyParty’s cost) such Tax Returns or other documents. Each party shall make its employees reasonably available on a mutually-convenient basis at its cost to provide explanation of any documents or information so provided.

Cooperation in Filing Tax Returns. The Purchaser, Purchaser and the Seller and Seller Parent Stockholders shall, and shall each cause each of their its Affiliates to, fully cooperate with provide to the other party such cooperation and provide each other with all information, as and to the extent reasonably requested information requested, in connection with preparing, reviewing and filing of any Tax Return, amended Tax Return or claim for refund, determining Liabilities for Taxes or a right to refund of Taxes, or in conducting any audit or other Action with respect to Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Tax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings and other determinations by Governmental Entities relating to Taxes, and relevant records concerning the ownership and Tax basis of property, which any such party may possess. Each party will retain all Tax Returns, schedules, work papers, and all material records and other documents relating to Tax matters of the Company and its Subsidiaries for the Tax period first ending after the Closing Date and for all prior Tax periods until the later of either (i) the expiration of the applicable statute of limitations (and, to the extent notice is provided with respect thereto, any extensions thereof) for the Tax periods to which the Tax Returns and other documents relate or (ii) eight years following the due date (without extension) for such Tax Returns. Thereafter, the party holding such Tax Returns or other documents may dispose of them provided that such party shall give to the other party 30 days written notice of such disposal and providing the other party with the opportunity to copy (at such other party’s cost) such Tax Returns or other documents. Each party shall make its employees reasonably available on a mutually-mutually convenient basis at its cost to provide explanation of any documents or information so provided. The Stockholders shall promptly notify the Purchaser upon receipt of any notice or communication from any Taxing Authority with respect to any Tax applicable to the Company for the periods ending on or prior to the Closing Date, and shall allow the Purchaser to review and approve any reply or other submission made in response (such approval not to be unreasonably withheld).

Cooperation in Filing Tax Returns. The Purchaser, Buyer and the Seller and Seller Parent Shareholders shall, and shall each cause each of their its respective Affiliates to, fully cooperate with provide to the other party such cooperation and provide each other with all information, as and to the extent reasonably requested information requested, in connection with preparing, reviewing and filing of any Tax Return, amended Tax Return or claim for refund, determining Liabilities for Taxes or a right to refund of Taxes, or in conducting any audit or other Action with respect to TaxesTaxes of the Acquired Companies for a Pre-Closing Period. Such cooperation and information shall include providing copies of all relevant portions of relevant Tax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings and other determinations by Governmental Entities relating to Taxes, and relevant records concerning the ownership and Tax basis of property, which any such party may possess. Each party will retain all Tax Returns, schedules, work papers, and all material records and other documents relating to Tax matters of the Company and its Subsidiaries Acquired Companies for the Tax period first ending after the Closing Date and for all prior Tax periods until the later of either (i) the expiration of the applicable statute of limitations (and, to the extent written notice is provided with respect thereto, any extensions thereof) for the Tax periods to which the Tax Returns and other documents relate or (ii) eight six (6) years following the due date (without extension) for such Tax Returns. Thereafter; provided, however, that neither the party holding Buyer nor any Affiliate of the Buyer (which will include the Acquired Companies following the Closing) shall have any obligation with respect to such Tax Returns or matters addressed in this sentence (other documents may dispose of them provided that such party shall give than with respect to agreements entered into with a Governmental Entity) beyond those set forth under the other party 30 days written notice of such disposal and providing the other party with the opportunity to copy (at such other partyBuyer’s cost) such Tax Returns or other documentsgeneral policy on records retention. Each party shall make its employees reasonably available on a mutually-mutually convenient basis at its cost to provide explanation of any documents or information so provided.

Cooperation in Filing Tax Returns. The Purchaser, the Seller Buyer and Seller Parent Sellers shall, and shall each cause each of their its subsidiaries and Affiliates to(to the extent under its control) to provide to the other such cooperation and information, fully cooperate with as and provide each other with all to the extent reasonably requested information requested, in connection with preparing, reviewing and the filing of any Tax Return, amended Tax Return or claim for refund, determining Liabilities liability for Taxes or a right to refund of Taxes, or in conducting any audit audit, litigation or other Action proceeding with respect to Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Tax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings and other determinations by Governmental Entities relating to TaxesEntities, and relevant records concerning the ownership and Tax basis of property, which any such party may possess. Each party Buyer will retain retain, or cause the Company to retain, all Tax Returns, schedules, work papers, and all material records and other documents relating to Tax matters matters, of the Company and its Subsidiaries or the assets for the Tax period first ending after the Closing Date and for all prior Tax periods until the later of either (i) the expiration of the applicable statute of limitations (and, to the extent notice is provided with respect thereto, including any extensions thereof) for the Tax periods to which the Tax Returns and other documents relate or (ii) eight (8) years following the due date (without extension) for such Tax Returns. Thereafter, the party holding such Tax Returns or other documents may dispose of them them, provided that such party shall give to the other party 30 days written notice of such disposal and providing the other party with the opportunity prior to copy (at such other party’s cost) such Tax Returns or other documentsdoing so. Each party shall make its employees reasonably available on a mutually-mutually convenient basis at its cost to provide explanation of any documents or information so provided.

Cooperation in Filing Tax Returns. The PurchaserTransferee on the one hand, and the Seller and Seller Parent Transferors on the other, shall, and shall each cause each of their respective Affiliates to, fully cooperate with provide to the other Party such cooperation and provide each other with all information, as and to the extent reasonably requested information requested, in connection with preparing, reviewing and filing of any Tax Return, amended Tax Return or claim for refund, determining Liabilities for Taxes or a right to refund of Taxes, or in conducting any audit or other Action Tax Contest with respect to Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Tax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings and other determinations by Governmental Entities relating to TaxesTaxing Authorities, and relevant records concerning the ownership and Tax basis of property, which any such party may possess. Each party Party will retain all Tax Returns, schedules, work papers, and all material records and other documents relating to Tax matters of the Company and Companies (that is in its Subsidiaries possession) for the Tax period first ending after the Closing Date and for all prior Tax periods until the later of either (i) the expiration of the applicable statute of limitations (and, to the extent notice is provided with respect thereto, any extensions thereof) for the Tax periods to which the Tax Returns and other documents relate or and (ii) eight five (5) years following the due date (without extensionextensions) for such Tax Returns. Thereafter, the party Party holding such Tax Returns or other documents may dispose of them provided that such party Party shall give to the other party 30 days Party at least thirty (30) days’ written notice of such disposal and providing the other party Party with the opportunity to copy (at such other partyParty’s cost) such Tax Returns or other documents. Each party shall make its employees reasonably available on a mutually-convenient basis at its cost to provide explanation of any documents or information so provided.37

Cooperation in Filing Tax Returns. The Purchaser, Parent and the Seller and Seller Parent Stockholder Representative shall, and shall each cause each of their its, his or her Affiliates to, fully cooperate with provide to the other party such cooperation and provide each other with all information, as and to the extent reasonably requested information requested, in connection with preparing, reviewing and filing of any Tax Return, amended Tax Return or claim for refund, determining Liabilities liabilities for Taxes or a right to refund of Taxes, or in conducting any audit or other Action action with respect to Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Tax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings and other determinations by Governmental Entities relating to Taxes, and relevant records concerning the ownership and Tax basis of property, which any such party may possess. Each party will retain all Tax Returns, schedules, work papers, and all material records and other documents relating to Tax matters of the Company and its the Subsidiaries for the Tax period first ending after the Closing Date and for all prior Tax periods until the later of either (i) the expiration of the applicable statute of limitations (and, to the extent notice is provided with respect thereto, any extensions thereof) for the Tax periods to which the Tax Returns and other documents relate or (ii) eight (8) years following the due date (without extension) for such Tax Returns. Thereafter, the party holding such Tax Returns or other documents may dispose of them provided that such party shall give to the other party 30 thirty (30) days written notice of such disposal and providing the other party with the opportunity to copy (at such other party’s cost) such Tax Returns or other documents. Each party shall make its employees reasonably available on a mutually-mutually convenient basis at its cost to provide explanation of any documents or information so provided.

Cooperation in Filing Tax Returns. The Purchaser, Buyer and the Seller and Seller Parent Sellers shall, and shall each cause each of their Subsidiaries and Affiliates to, fully cooperate with provide to the other such cooperation and provide each other with all information, as and to the extent reasonably requested information requested, in connection with preparingthe preparation, reviewing execution and filing of any Tax Return, amended Tax Return or claim for refund, determining Liabilities liability for Taxes or a right to refund of Taxes, or in conducting any audit audit, litigation or other Action proceeding with respect to Taxes. Such cooperation and information shall include include, without limitation, providing copies of all relevant portions of relevant Tax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings and other determinations by Governmental Entities relating to Taxestaxing authorities, and relevant records concerning the ownership and Tax basis of property, which any such party may possess. Each party Party will retain all Tax Returns, schedules, work papers, and all material records and other documents relating to Tax matters matters, of the Company MTC and its Subsidiaries for the Tax period first ending after the Closing Date and for all prior Tax periods until the later of either (i) the expiration of the applicable statute of limitations (and, to the extent notice is provided with respect thereto, any extensions thereof) for the Tax periods to which the Tax Returns and other documents relate or (ii) eight years following the due date (without extension) for such Tax Returns. Thereafter, the party Party holding such Tax Returns or other documents may dispose of them provided that such party Party shall give to the other party 30 days written the notice of such disposal described in Section 11.1 prior to doing so. Buyer and providing the other party with the opportunity to copy (at such other party’s cost) such Tax Returns or other documents. Each party its Affiliates shall make its their employees reasonably available on a mutually-mutually convenient basis at its cost to provide explanation of any documents or information so providedprovided by Buyer (or its Subsidiaries or Affiliates) pursuant to this Section 6.13(b). Sellers shall make themselves and their employees reasonably available on a mutually convenient basis at Sellers' cost to provide explanation of any documents or information provided by Sellers pursuant to this Section 6.13(b).