Common use of Cooperation in Tax Matters Clause in Contracts

Cooperation in Tax Matters. Seller, VION and Buyer shall cooperate fully, as and to the extent reasonably requested by the other party, and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives to reasonably cooperate, in connection with the preparation and filing of Tax Returns of the Banner Companies. Seller and VION agree (i) to retain all books and records with respect to Tax matters pertinent to any Banner Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements, if any, entered into with any Taxing Authority, and (ii) to give Buyer reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer provides a written request, Seller and VION shall allow Buyer at its expense to take possession of such books and records; provided that Seller and VION may retain a copy of such books and records relating to Seller’s or VION’s Taxes. Seller and VION shall use their commercially reasonable best 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 hereby). Buyer shall cause the Banner Companies to provide access to Seller and VION at any reasonable time and from time to time, at the business location at which the books and records are maintained after the Closing Date, to such Tax data of the Banner Companies for taxable periods (or portions thereof) ending on or before the Closing Date as Seller or VION may from time to time reasonably request. Buyer shall furnish, and request the independent accountants and legal counsel of Buyer and the Banner Companies to furnish, to Seller such additional Tax and other information and documents in the possession of such Persons relating to taxable periods (or portions thereof) of any Banner Company ending on or before the Closing Date as Seller or VION may from time to time reasonably request.

Cooperation in Tax Matters. SellerUntil the applicable statutes of limitations (including any extensions) have expired, VION TEC and Buyer TCA shall cooperate fully, as and to the extent reasonably requested by each: (i) provide the other party, and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives to with such assistance as the other may reasonably cooperate, request in connection with the preparation and filing or amendment of any Tax Returns of the Banner Companies. Seller and VION agree (i) to retain all books and records Return or in connection with respect to Tax matters pertinent to any Banner Company audit or other examination by any taxing authority or any judicial or administrative proceedings relating to liability for any taxable Taxes respecting any period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements, if any, entered into with any Taxing Authority, and (ii) to give Buyer reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer provides a written request, Seller and VION shall allow Buyer at its expense to take possession of such books and records; provided that Seller and VION may retain a copy of such books and records relating to Seller’s or VION’s Taxes. Seller and VION shall use their commercially reasonable best 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 hereby). Buyer shall cause the Banner Companies to provide access to Seller and VION at any reasonable time and from time to time, at the business location at which the books and records are maintained after the Closing Date, to such Tax data of the Banner Companies for taxable periods (or portions thereof) ending on or before the Closing Date or that otherwise includes the Closing Date, (ii) retain and provide the other with any records or other information that may be relevant to any such Tax Return, audit, examination, proceeding or determination and (iii) provide the other with any final determination of any such audit, examination, proceedings or determination that affects any amount required to be shown on any such Tax Return. Without limiting the generality of the foregoing, TEC and TCA shall each retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all Tax Returns, supporting work schedules and other records and information that may be relevant to such Tax Returns as Seller may be necessary to allow it to satisfy its obligations under this Section 5.20 and shall not destroy or VION otherwise dispose of any such records without first providing the other with a reasonable opportunity to review and copy them. To the extent TEC reasonably requests, TCA and Thoratec shall agree to maintain the confidentiality of any information furnished by TEC under this Section 5.20, provided that TCA and Thoratec may use such information in connection with any Tax Return of Thoratec, TCA or any Subsidiary of TCA, any communication to or from time to time reasonably request. Buyer shall furnishany taxing authority, and request in connection with any controversy regarding any Taxes payable or paid by Thoratec, TCA or any Subsidiary of TCA. Without limiting the independent accountants and legal counsel of Buyer and the Banner Companies to furnish, to Seller such additional Tax and other information and documents in the possession of such Persons relating to taxable periods (or portions thereof) generality of any Banner Company of the foregoing, during the period ending on 60 days after the Effective Time TEC shall use its commercially reasonable efforts to secure for TCA and TCA's Subsidiaries any tax benefit to which they are entitled as a result of any settlement or before the Closing Date as Seller or VION may from time to time reasonably requestother agreement between TEC and any tax authority.

Cooperation in Tax Matters. Seller(a) After the Closing Date, VION the Purchaser shall prepare and Buyer shall cooperate fullyfile (or cause the Companies to prepare and file), as and when due, all returns, declarations, reports, claims for refund, forms or notices relating to the extent reasonably requested any Tax (herein Tax Returns) required to be filed by the other party, and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives to reasonably cooperate, in connection with the preparation and filing of Tax Returns or on behalf of the Banner Companies. Seller and VION agree (i) to retain all books and records Companies with respect to Tax matters pertinent to any Banner Company relating to any taxable period beginning before the Pre Closing Date until Period. Such Tax Returns shall be prepared on a consistent basis, applying the expiration same policies, procedures, election rights and practices as applied in the preparation of the statute Tax Returns for previous Tax periods of limitations (andthe relevant Company, to the extent notified by Buyer any extensions thereof) these policies etc. do not breach mandatory law and do not contradict published decrees of the Tax Authorities without a respective taxable periods, and to abide by all record retention agreements, if any, entered into with any Taxing Authority, and (ii) to give Buyer reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer provides a written request, Seller and VION shall allow Buyer at its expense to take possession of such books and records; provided that Seller and VION may retain a copy of such books and records relating to Seller’s or VION’s Taxes. Seller and VION shall use their commercially reasonable best 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 disclosure to the transactions contemplated hereby)Tax Authorities. Buyer The Purchaser shall provide, or cause the Banner Companies to provide access to Seller and VION at any reasonable time and from time to time1, at the business location at which the books and records are maintained after the Closing Date, to drafts of such Tax data Returns as timely prior to the relevant filing date as reasonably appropriate but in any event not later than twenty (20) Business Days prior to the due date of the Banner relevant Tax Return in order to enable the Seller 1 to review such Tax returns and provide comments thereon to the Purchaser. All such Tax Returns and any amendments to all Tax Returns filed by the Companies for taxable periods (or portions thereof) ending on or before the which relate to any Pre Closing Date as Period shall require the prior consent of the Seller or VION may from time to time reasonably request. Buyer 1 (which shall furnishnot be unreasonably withheld, and request shall be deemed to have been granted if Seller 1 does not answer within twenty (20) Business Days following the independent accountants receipt by Seller 1 of any such Tax Returns or amendments), and legal counsel of Buyer shall, if the Seller 1 and the Banner Companies Purchaser fail to furnishreach an agreement thereon, be prepared and filed in accordance with Seller 1’s instructions unless these instructions breach mandatory law, contradict published decrees of the Tax Authorities without a respective disclosure to Seller such additional the Tax and other information and documents in Authorities or do not comply with past practice of the possession of such Persons relating to taxable periods (or portions thereof) of any Banner Company ending on or before the Closing Date as Seller or VION may from time to time reasonably requestCompanies.

Cooperation in Tax Matters. SellerPurchaser, VION Sellers and Buyer each -------------------------- of the Companies shall cooperate fully, fully as and to the extent reasonably requested by any of the other party, and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives to reasonably cooperateabove-named parties, in connection with the preparation and filing of Tax Returns pursuant to this Article IV and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon request of any of the Banner Companiesabove-named parties) the provision of copies of records and information which are reasonably relevant to any such Tax Return, audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller Sellers agree to, and VION agree (i) Purchaser agrees to cause each of the Companies to retain all books and records with respect to Tax matters pertinent to any Banner Company each of the Companies relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer including any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements, if any, agreements entered into with any Taxing Authoritytaxing authority. So long as taxable periods of, and (ii) or related to give Buyer reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer provides a written request, Seller and VION shall allow Buyer at its expense to take possession of such books and records; provided that Seller and VION may retain a copy of such books and records relating to Seller’s or VION’s Taxes. Seller and VION shall use their commercially reasonable best 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 hereby). Buyer shall cause the Banner Companies to provide access to Seller and VION at any reasonable time and from time to time, at the business location at which the books and records are maintained after the Closing Date, to such Tax data of the Banner Companies for taxable periods (or portions thereof) ending on or before the Closing Date as Seller or VION may from time to time reasonably request. Buyer shall furnishremain open, Purchaser will, and request will cause any of the independent accountants and legal counsel of Buyer and Companies, as the Banner Companies to furnishcase may be, to Seller such additional Tax and other information and documents promptly notify Sellers in the possession of such Persons relating to taxable periods (or portions thereof) writing of any Banner Company pending or threatened Tax audits or assessments for which Sellers have or may have liability. Sellers will promptly notify Purchaser and any affected Companies, as the case may be, in writing of any written or other notification received by Seller from the Internal Revenue Service or any other taxing authority of any proposed adjustment raised in connection with a Tax audit, examination, proceeding or determination of a taxable period of any of the Companies, as the case may be, ending on or before the Closing Date as Seller or VION may from time to time reasonably requestDate.

Cooperation in Tax Matters. SellerPurchaser, VION Seller and Buyer each of the Project Buckeye Corporations shall cooperate fully, fully as and to the extent reasonably requested by any of the other party, and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives to reasonably cooperateabove-named parties, in connection with the preparation and filing of Tax Returns pursuant to this Article XIX and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon request of any of the Banner Companiesabove-named parties) the provision of copies of records and information which are reasonably relevant to any such Tax Return, audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller agrees to, and VION agree (i) Purchasers agrees to cause each of the Project Buckeye Corporations to, retain all books and records with respect to Tax matters pertinent to any Banner Company each of the Project Buckeye Corporations relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer including any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements, if any, agreements entered into with any Taxing Authority, and taxing authority. Within sixty (ii60) to give Buyer reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer provides a written request, Seller and VION shall allow Buyer at its expense to take possession of such books and records; provided that Seller and VION may retain a copy of such books and records relating to Seller’s or VION’s Taxes. Seller and VION shall use their commercially reasonable best 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 hereby). Buyer shall cause the Banner Companies to provide access to Seller and VION at any reasonable time and from time to time, at the business location at which the books and records are maintained days after the Closing Date, Seller will provide Purchasers with a schedule of all material tax elections made by Barnxxxx xxx each of its Subsidiaries which will affect the Taxes of US Purchaser, Barnxxxx xx any of its Subsidiaries for all taxable years which end on or after the Closing Date; provided, however, that any elections made with respect to such Barnxxxx xx any of its Subsidiaries 1998 Tax data Returns will be provided upon filing of documents with the Banner Companies for taxing authorities. So long as taxable periods (of, or portions thereof) ending on or before the Closing Date as Seller or VION may from time related to time reasonably request. Buyer shall furnish, and request the independent accountants and legal counsel of Buyer and the Banner Companies to furnish, to Seller such additional Tax and other information and documents in the possession of such Persons relating to taxable periods (or portions thereof) of any Banner Company ending on or before the Closing Date as Seller or VION may from time to time reasonably request.Project Buckeye