Common use of Cooperation in Tax Matters Clause in Contracts

Cooperation in Tax Matters. Purchaser, Seller and each of the Project Buckeye Corporations shall cooperate fully as and to the extent reasonably requested by any of the other above-named parties, in connection with the 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 above-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 Purchasers agrees to cause each of the Project Buckeye Corporations to, retain all books and records with respect to Tax matters pertinent to each of the Project Buckeye Corporations relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (including any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority. Within sixty (60) 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 Barnxxxx xx any of its Subsidiaries 1998 Tax Returns will be provided upon filing of documents with the taxing authorities. So long as taxable periods of, or related to any Project Buckeye

Cooperation in Tax Matters. Purchaser, Seller and each of the Project Buckeye Corporations Buyer shall cooperate fully fully, as and to the extent reasonably requested by any of the other above-named partiesparty, 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 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 above-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 hereunderCompany. Seller agrees to, and Purchasers agrees to cause each of the Project Buckeye Corporations to, retain all books and records with respect to Tax matters pertinent to each of the Project Buckeye Corporations Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (including and, to the extent notified by Buyer any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements agreements, if any, entered into with any taxing authorityTaxing Authority. Within sixty Seller and Buyer shall use commercially reasonable 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 (60) days including with respect to the transactions contemplated hereby). Buyer shall cause the Company to provide access to Seller 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, Seller will provide Purchasers with a schedule to such Tax data 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 Company for all taxable years which end periods (or portions thereof) ending on or after before the Closing Date; providedDate as Seller may from time to time reasonably request. Buyer shall furnish, howeverand request the independent accountants and legal counsel of Buyer and the Company to furnish, that any elections made with respect to Barnxxxx xx any Seller such additional Tax and other information and documents in the possession of its Subsidiaries 1998 Tax Returns will be provided upon filing of documents with the taxing authorities. So long as such Persons relating to taxable periods of, (or related portions thereof) of the Company ending on or before the Closing Date as Seller may from time to any Project Buckeyetime reasonably request.

Cooperation in Tax Matters. Purchaser, Seller Sellers and each -------------------------- of the Project Buckeye Corporations Companies shall cooperate fully as and to the extent reasonably requested by any of the other above-named parties, in connection with the filing of Tax Returns pursuant to this Article XIX 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 above-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 Sellers agree to, and Purchasers Purchaser agrees to cause each of the Project Buckeye Corporations to, Companies to retain all books and records with respect to Tax matters pertinent to each of the Project Buckeye Corporations Companies relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (including any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority. Within sixty (60) 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 Barnxxxx xx any of its Subsidiaries 1998 Tax Returns will be provided upon filing of documents with the taxing authorities. So long as taxable periods of, or related to any Project Buckeyeof the Companies ending on or before the Closing Date remain open, Purchaser will, and will cause any of the Companies, as the case may be, to promptly notify Sellers in writing of any 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.

Cooperation in Tax Matters. PurchaserThe parties hereto shall, Seller and each of the Project Buckeye Corporations shall cause their respective Affiliates to, cooperate fully fully, as and to the extent reasonably requested by any of the other above-named partiesparty, in connection with the filing of Tax Returns pursuant with respect to this Article XIX the Company or the Surviving Corporation and any audit, litigation litigation, dispute or other proceeding (a “Tax Proceeding”) with respect to Taxes. Such cooperation shall include the retention and (upon the request of any of the above-named partiesother party) the provision of copies of records and information which that are reasonably relevant to any such Tax Return, audit, litigation Returns or other proceeding Tax Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller agrees toThe parties hereto shall, and Purchasers agrees shall cause their respective Affiliates, (i) to cause each of the Project Buckeye Corporations to, retain all books and records with respect to Tax matters pertinent to each of the Project Buckeye Corporations relating to the Company or the Surviving Corporation for any taxable period beginning before the Closing Date until the expiration of the statute of limitations (including and, to the extent notified by Purchaser or the Representative, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authorityTaxing Authority, and (ii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Purchaser or the Representative shall, and shall cause its Affiliates to, allow such party to take possession of such books and records. Within sixty The parties hereto further agree, upon request, to use, and to cause their respective Affiliates to use, their respective commercially reasonable efforts to obtain any certificate or other document from any Taxing Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (60) 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 including with respect to Barnxxxx xx any of its Subsidiaries 1998 Tax Returns the transactions contemplated by this Agreement). Purchaser will (and will cause the Surviving Corporation to) cooperate with the Representative to enable the Representative to utilize the Accounting Firm. Such cooperation may include providing access to books and records and accounting staff, and delegating authority to the Representative under the Accounting Firm’s engagement agreement sufficient for the Accounting Firm to take direction from the Representative, or otherwise ensuring that the Representative will have access to (and the ability to direct, even if indirectly through the Surviving Corporation) the Accounting Firm. For the avoidance of doubt, the Surviving Corporation will be provided upon responsible for filing of documents with the taxing authorities. So long as taxable periods of, or related to any Project BuckeyeTax Returns.