Common use of Cooperation on Certain Tax Matters Clause in Contracts

Cooperation on Certain Tax Matters. The Parties hereby agree to take such commercially reasonable actions as may be necessary to ensure that, if the 3-Year Position is challenged by any Taxing Authority, depreciation or amortization deductions in respect of the MCK IPCo Owned Intellectual Property are available (x) to (1) MCK for periods before the Closing and (2) thereafter, the Company and the owners of the Company and (y) to the extent consistent with the preceding clause (x), in the earliest possible taxable year; provided, that it is understood and agreed that the following actions shall be deemed to be commercially reasonable (provided that if there are reasonably quantifiable monetary costs and expenses attributable to such actions, MCK will provide Echo or the Company, as the case may be, with reasonable indemnity for such costs and expenses): (i) cooperation and coordination in respect of (1) the preparation for any audit by any Taxing Authority relating to the 3-Year Position and (2) the prosecution or defense of any audit, proposed adjustment or deficiency, assessment, claim, suit or other Tax proceeding relating to the 3-Year Position (each, to the extent relating to the 3-Year Position, a “Relevant Proceeding”); (ii) the filing of original and amended income Tax Returns and (iii) extending relevant statutes of limitations for assessment of Tax, in each case in a manner consistent with clauses (x) and (y) of the preceding sentence. MCK shall be entitled to assume and control the prosecution or defense of any Relevant Proceeding, and each of the Company and Echo hereby agrees to take all actions necessary to give effect to such assumption; provided that, in the case of any Relevant Proceeding with respect to the Tax Returns of Echo, the Company or their respective Subsidiaries, (i) Echo shall be entitled to participate, at its own expense, in any Relevant Proceeding; (ii) MCK and Echo shall promptly notify each other of any written communications received from a third party in relation to any Relevant Proceeding and promptly provide the other party with copies of any such communications; (iii) MCK shall provide Echo with a reasonable opportunity to review in advance any proposed written communication to any third party in relation to any Relevant Proceeding, and shall consider in good faith Echo’s comments in connection therewith; (iv) MCK shall not participate in any substantive meeting or discussion, either in person or by telephone, with any Taxing Authority (or representative thereof) in relation to any Relevant Proceeding unless it notifies and consults with Echo in advance, and provides Echo with a reasonable opportunity to attend and participate in such meeting or discussion; and (v) MCK shall not enter into any settlement of a Relevant Proceeding without the prior written consent of Echo (not to be unreasonably withheld, conditioned or delayed, it being understood that liability for the payment of any Tax for which MCK agrees to provide reasonable indemnity shall not be a reasonable basis on which Echo may withhold such consent); provided, further, that, in the case of any Relevant Proceeding with respect to the Tax Returns of MCK or its Affiliates, MCK shall keep Echo reasonably informed of the progress of such Relevant Proceeding, including through providing Echo with copies of relevant correspondence, redacted to exclude any information unrelated to the 3-Year Position; and provided, further, that the immediately preceding proviso shall not require MCK to deliver any information that MCK identifies as commercially sensitive in respect of MCK’s retained businesses (including, for the avoidance of doubt, the portion of any correspondence that includes any such information) to any Person, other than identified external legal counsel to Echo under agreed confidentiality restrictions that are reasonably acceptable to MCK. Notwithstanding anything to the contrary contained herein, (i) control of any audit or other proceeding in respect of any Taxes or Tax Returns of the Company no part of which is a Relevant Proceeding shall be determined in accordance with the LLC Agreement; (ii) Echo shall have the right to control any audit or other proceeding in respect of any Taxes or Tax Returns of Echo no part of which is a Relevant Proceeding; and (iii) in the case of any audit or other proceeding in respect of any Taxes or Tax Returns of the Company or of Echo that is in part a Relevant Proceeding but that also involves one or more matters or issues unrelated to the 3-Year Position (such matter or issue, an “Unrelated Issue,” and such audit or other proceeding, a “Mixed Proceeding”), (x) for so long as MCK owns, directly or indirectly, at least 20% of the total outstanding equity interests in the Company, Echo and MCK shall jointly control, each at its own expense, any portion of a Mixed Proceeding that relates to an Unrelated Issue, and (y) thereafter, Echo shall control, at its own expense, any portion of a Mixed Proceeding that relates to an Unrelated Issue.

Cooperation on Certain Tax Matters. The Parties hereby agree From and after the Closing, Purchasers, Sellers and each of their Affiliates shall furnish or cause to take be furnished to each other or to the Acquired Companies, upon request, as promptly as reasonably practicable, such commercially reasonable actions as may be necessary information (including access to ensure thatbooks and records relating to Taxes, if the 3-Year Position is challenged by any Taxing Authority, depreciation or amortization deductions in respect of the MCK IPCo Owned Intellectual Property are available (x) to (1) MCK for periods before the Closing and (2) thereafter, the Company and the owners of the Company and (y) but only to the extent consistent with such books and records are solely and directly related to the preceding clause (x), in Acquired Companies) and assistance relating to the earliest possible taxable year; provided, that it Acquired Companies as is understood and agreed that the following actions shall be deemed to be commercially reasonable (provided that if there are reasonably quantifiable monetary costs and expenses attributable to such actions, MCK will provide Echo or the Company, as the case may be, with reasonable indemnity necessary for such costs and expenses): (i) cooperation the preparation and coordination in respect filing of any Tax Return, amended Tax Return or claim for refund, (1ii) the preparation for any audit by any Taxing Authority relating audit, examination or other Action or proceeding with respect to the 3-Year Position Taxes and (2) for the prosecution or defense of any audit, Action relating to any proposed adjustment or deficiency, assessment, claim, suit or other Tax proceeding relating to the 3-Year Position (each, to the extent relating to the 3-Year Position, a “Relevant Proceeding”); (ii) the filing of original and amended income Tax Returns and (iii) extending determining a Liability for Taxes. Such cooperation and information shall include providing copies of all relevant statutes portions of limitations for assessment relevant Tax Returns, together with all relevant portions of Taxrelevant accompanying schedules, in each case in a manner consistent with clauses relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property and other relevant information, which any such Party or its Affiliates may possess. From and after the Closing, Purchasers agree to retain or cause to be retained all books and records held by it or any of its Affiliates (xincluding the Acquired Companies) and (y) relating to Taxes of the preceding sentence. MCK shall be entitled to assume and control Acquired Companies for a Pre-Closing Tax Period or Straddle Period through at least the prosecution or defense expiration of any Relevant Proceedingthe applicable statute of limitations, and each of to abide by or cause the Company and Echo hereby agrees to take abidance with all actions necessary to give effect to such assumption; provided that, in the case of any Relevant Proceeding with respect to the Tax Returns of Echo, the Company or their respective Subsidiaries, (i) Echo shall be entitled to participate, at its own expense, in any Relevant Proceeding; (ii) MCK and Echo shall promptly notify each other of any written communications received from a third party in relation to any Relevant Proceeding and promptly provide the other party with copies of any such communications; (iii) MCK shall provide Echo with a reasonable opportunity to review in advance any proposed written communication to any third party in relation to any Relevant Proceeding, and shall consider in good faith Echo’s comments in connection therewith; (iv) MCK shall not participate in any substantive meeting or discussion, either in person or by telephone, record retention agreements entered into with any Taxing Authority Authority. From and after the Closing, Purchasers agree to notify Sellers at least sixty (60) days before Purchasers or representative thereofany of their respective Affiliates transfer, discard or destroy any 45 such books and records after the period set forth in the preceding sentence and, if Sellers notify Purchasers in writing within such sixty-day (60-day) in relation period that they intend to take possession of such books and records, Purchasers and their respective Affiliates shall allow Sellers and any Relevant Proceeding unless it notifies of their Representatives (at their expense) to take possession of such books and consults with Echo in advance, records and provides Echo with a reasonable opportunity to attend and participate in such meeting or discussion; and (v) MCK shall not enter into any settlement of a Relevant Proceeding without transfer, discard or destroy such books and records unless Sellers notify Purchasers in writing that they no longer intend to take possession thereof. Purchasers and Sellers shall reasonably cooperate with each other in the prior written consent of Echo (not to be unreasonably withheld, conditioned or delayed, it being understood that liability for the payment conduct of any Tax for which MCK agrees to provide reasonable indemnity shall not be a reasonable basis on which Echo may withhold such consent); providedaudit, further, that, in the case filing of any Relevant Proceeding with respect to the Tax Returns of MCK or its Affiliates, MCK shall keep Echo reasonably informed of the progress of such Relevant Proceeding, including through providing Echo with copies of relevant correspondence, redacted to exclude any information unrelated to the 3-Year Position; and provided, further, that the immediately preceding proviso shall not require MCK to deliver any information that MCK identifies as commercially sensitive in respect of MCK’s retained businesses (including, for the avoidance of doubt, the portion of any correspondence that includes any such information) to any Person, other than identified external legal counsel to Echo under agreed confidentiality restrictions that are reasonably acceptable to MCK. Notwithstanding anything to the contrary contained herein, (i) control of any audit or other proceeding in respect proceedings involving any Acquired Company for any Tax purposes and each shall execute and deliver such powers of any Taxes or Tax Returns attorney and other documents as are necessary to carry out the intent of the Company no part of which is a Relevant Proceeding shall be determined in accordance with the LLC Agreement; (ii) Echo shall have the right to control any audit or other proceeding in respect of any Taxes or Tax Returns of Echo no part of which is a Relevant Proceeding; and (iii) in the case of any audit or other proceeding in respect of any Taxes or Tax Returns of the Company or of Echo that is in part a Relevant Proceeding but that also involves one or more matters or issues unrelated to the 3-Year Position (such matter or issue, an “Unrelated Issue,” and such audit or other proceeding, a “Mixed Proceeding”), (x) for so long as MCK owns, directly or indirectly, at least 20% of the total outstanding equity interests in the Company, Echo and MCK shall jointly control, each at its own expense, any portion of a Mixed Proceeding that relates to an Unrelated Issue, and (y) thereafter, Echo shall control, at its own expense, any portion of a Mixed Proceeding that relates to an Unrelated Issuethis Section 5.14.

Cooperation on Certain Tax Matters. The Parties hereby agree From and after the Closing, Purchaser, Seller and each of their Affiliates shall furnish or cause to take be furnished to each other or to the Acquired Companies, upon request, as promptly as reasonably practicable, such commercially reasonable actions as may be necessary information (including access to ensure thatbooks and records relating to Taxes, if the 3-Year Position is challenged by any Taxing Authority, depreciation or amortization deductions in respect of the MCK IPCo Owned Intellectual Property are available (x) to (1) MCK for periods before the Closing and (2) thereafter, the Company and the owners of the Company and (y) but only to the extent consistent with such books and records are solely and directly related to the preceding clause (x), in Acquired Companies) and assistance relating to the earliest possible taxable year; provided, that it Acquired Companies as is understood and agreed that the following actions shall be deemed to be commercially reasonable (provided that if there are reasonably quantifiable monetary costs and expenses attributable to such actions, MCK will provide Echo or the Company, as the case may be, with reasonable indemnity necessary for such costs and expenses): (i) cooperation the preparation and coordination in respect filing of any Tax Return, amended Tax Return or claim for refund, (1ii) the preparation for any audit by any Taxing Authority relating audit, examination or other action or proceeding with respect to the 3-Year Position Taxes and (2) for the prosecution or defense of any audit, action relating to any proposed adjustment or deficiency, assessment, claim, suit or other Tax proceeding relating to the 3-Year Position (each, to the extent relating to the 3-Year Position, a “Relevant Proceeding”); (ii) the filing of original and amended income Tax Returns and (iii) extending determining a Liability for Taxes. Such cooperation and information shall include providing copies of all relevant statutes portions of limitations for assessment relevant Tax Returns, together with all relevant portions of Taxrelevant accompanying schedules, in each case in a manner consistent with clauses relevant documents relating to rulings . 47 or other determinations by Taxing Authorities and relevant records concerning the ownership and tax basis of property and other relevant information, which any such Party or its Affiliates may possess. From and after the Closing, Purchaser agrees to retain or cause to be retained all books and records held by it or any of its Affiliates (xincluding the Acquired Companies) and (y) relating to Taxes of the preceding sentence. MCK shall be entitled to assume and control Acquired Companies for a Pre-Closing Tax Period or Straddle Period for at least seven (7) years after the prosecution or defense of any Relevant ProceedingClosing Date, and each of to abide by or cause the Company and Echo hereby agrees to take abidance with all actions necessary to give effect to such assumption; provided that, in the case of any Relevant Proceeding with respect to the Tax Returns of Echo, the Company or their respective Subsidiaries, (i) Echo shall be entitled to participate, at its own expense, in any Relevant Proceeding; (ii) MCK and Echo shall promptly notify each other of any written communications received from a third party in relation to any Relevant Proceeding and promptly provide the other party with copies of any such communications; (iii) MCK shall provide Echo with a reasonable opportunity to review in advance any proposed written communication to any third party in relation to any Relevant Proceeding, and shall consider in good faith Echo’s comments in connection therewith; (iv) MCK shall not participate in any substantive meeting or discussion, either in person or by telephone, record retention agreements entered into with any Taxing Authority Authority. From and after the Closing, Purchaser agrees to notify Seller at least sixty (60) days before Purchaser or representative thereofany of its Affiliates transfers, discards or destroys any such books and records after the period set forth in the preceding sentence and, if Seller notifies Purchaser in writing within such sixty-day (60-day) in relation period that it intends to take possession of such books and records, Purchaser and its Affiliates shall allow Seller and any Relevant Proceeding unless it notifies of Seller’s Representatives to take possession of such books and consults with Echo in advance, records and provides Echo with a reasonable opportunity to attend and participate in such meeting or discussion; and (v) MCK shall not enter into any settlement of a Relevant Proceeding without transfer, discard or destroy such books and records unless Seller notifies Purchaser in writing that it no longer intends to take possession thereof. Purchaser and Seller shall reasonably cooperate with each other in the prior written consent of Echo (not to be unreasonably withheld, conditioned or delayed, it being understood that liability for the payment conduct of any Tax for which MCK agrees to provide reasonable indemnity shall not be a reasonable basis on which Echo may withhold such consent); providedaudit, further, that, in the case filing of any Relevant Proceeding with respect to the Tax Returns of MCK or its Affiliates, MCK shall keep Echo reasonably informed of the progress of such Relevant Proceeding, including through providing Echo with copies of relevant correspondence, redacted to exclude any information unrelated to the 3-Year Position; and provided, further, that the immediately preceding proviso shall not require MCK to deliver any information that MCK identifies as commercially sensitive in respect of MCK’s retained businesses (including, for the avoidance of doubt, the portion of any correspondence that includes any such information) to any Person, other than identified external legal counsel to Echo under agreed confidentiality restrictions that are reasonably acceptable to MCK. Notwithstanding anything to the contrary contained herein, (i) control of any audit or other proceeding in respect proceedings involving any Acquired Company for any Tax purposes and each shall execute and deliver such powers of any Taxes or Tax Returns attorney and other documents as are necessary to carry out the intent of the Company no part of which is a Relevant Proceeding shall be determined in accordance with the LLC Agreement; (ii) Echo shall have the right to control any audit or other proceeding in respect of any Taxes or Tax Returns of Echo no part of which is a Relevant Proceeding; and (iii) in the case of any audit or other proceeding in respect of any Taxes or Tax Returns of the Company or of Echo that is in part a Relevant Proceeding but that also involves one or more matters or issues unrelated to the 3-Year Position (such matter or issue, an “Unrelated Issue,” and such audit or other proceeding, a “Mixed Proceeding”), (x) for so long as MCK owns, directly or indirectly, at least 20% of the total outstanding equity interests in the Company, Echo and MCK shall jointly control, each at its own expense, any portion of a Mixed Proceeding that relates to an Unrelated Issue, and (y) thereafter, Echo shall control, at its own expense, any portion of a Mixed Proceeding that relates to an Unrelated Issuethis Section 5.13.

Cooperation on Certain Tax Matters. The Parties hereby agree From and after the Closing, the Purchaser Representative, Seller and each of their Affiliates shall furnish or cause to take be furnished to each other or to the Company or its Subsidiaries, upon request, as promptly as reasonably practicable, such commercially reasonable actions as may be necessary information (including access to ensure that, if the 3-Year Position is challenged by any Taxing Authority, depreciation or amortization deductions in respect of the MCK IPCo Owned Intellectual Property are available (xBooks and Records relating to Taxes) and assistance relating to (1) MCK for periods before the Closing and (2) thereafter, the Company and the owners each of the Company and (y) to the extent consistent with the preceding clause (x), in the earliest possible taxable year; provided, that it its Subsidiaries as is understood and agreed that the following actions shall be deemed to be commercially reasonable (provided that if there are reasonably quantifiable monetary costs and expenses attributable to such actions, MCK will provide Echo or the Company, as the case may be, with reasonable indemnity necessary for such costs and expenses): (i) cooperation the preparation and coordination in respect filing of any Tax Return, amended Tax Return or claim for refund, (1ii) the preparation for any audit by any Taxing Authority relating audit, examination or other Action or proceeding with respect to the 3-Year Position Taxes and (2) for the prosecution or defense of any audit, Action relating to any proposed adjustment or deficiency, assessment, claim, suit or other Tax proceeding relating to the 3-Year Position (each, to the extent relating to the 3-Year Position, a “Relevant Proceeding”); (ii) the filing of original and amended income Tax Returns and (iii) extending determining a Liability for Taxes or an indemnity obligation under Article VII or Section 4.19. Such cooperation and information shall include providing copies of all relevant statutes portions of limitations for assessment relevant Tax Returns, together with all relevant portions of Taxrelevant accompanying schedules, in each case in a manner consistent with clauses (x) relevant documents relating to rulings or other determinations by Taxing Authorities and (y) relevant records concerning the ownership and tax basis of property and other relevant information, which any such party or its Affiliates may possess. From and after the preceding sentence. MCK shall be entitled to assume and control the prosecution or defense of any Relevant Proceeding, and each of the Company and Echo hereby agrees to take all actions necessary to give effect to such assumption; provided that, in the case of any Relevant Proceeding with respect to the Tax Returns of EchoClosing, the Company Xxxx and Seller agree to retain or their respective Subsidiaries, cause (iand Hankook Tire shall cooperate with Xxxx in causing) Echo shall be entitled to participate, at its own expense, in any Relevant Proceeding; (ii) MCK and Echo shall promptly notify each other of any written communications received from a third party in relation to any Relevant Proceeding and promptly provide the other party with copies of any such communications; (iii) MCK shall provide Echo with a reasonable opportunity to review in advance any proposed written communication to any third party in relation to any Relevant Proceeding, and shall consider in good faith Echo’s comments in connection therewith; (iv) MCK shall not participate in any substantive meeting or discussion, either in person or by telephone, with any Taxing Authority (or representative thereof) in relation to any Relevant Proceeding unless it notifies and consults with Echo in advance, and provides Echo with a reasonable opportunity to attend and participate in such meeting or discussion; and (v) MCK shall not enter into any settlement of a Relevant Proceeding without the prior written consent of Echo (not to be unreasonably withheld, conditioned or delayed, it being understood that liability for the payment of any Tax for which MCK agrees retained all Books and Records relating to provide reasonable indemnity shall not be a reasonable basis on which Echo may withhold such consent); provided, further, that, in the case of any Relevant Proceeding with respect to the Tax Returns of MCK or its Affiliates, MCK shall keep Echo reasonably informed of the progress of such Relevant Proceeding, including through providing Echo with copies of relevant correspondence, redacted to exclude any information unrelated to the 3-Year Position; and provided, further, that the immediately preceding proviso shall not require MCK to deliver any information that MCK identifies as commercially sensitive in respect of MCK’s retained businesses (including, for the avoidance of doubt, the portion of any correspondence that includes any such information) to any Person, other than identified external legal counsel to Echo under agreed confidentiality restrictions that are reasonably acceptable to MCK. Notwithstanding anything to the contrary contained herein, (i) control of any audit or other proceeding in respect of any Taxes or Tax Returns of the Company no part of which is a Relevant Proceeding shall be determined in accordance with the LLC Agreement; (ii) Echo shall have the right to control any audit or other proceeding in respect of any Taxes or Tax Returns of Echo no part of which is a Relevant Proceeding; and (iii) in the case of any audit or other proceeding in respect of any Taxes or Tax Returns of the Company or any of Echo its Subsidiaries for a Pre-Closing Tax Period or Straddle Period for seven (7) years, and to abide by or cause the abidance with all record retention agreements entered into with any Taxing Authority. From and after the Closing, the Purchaser Representative agrees to notify Visteon at least sixty (60) days before the Purchaser Representative or any of its Affiliates transfers, discards or destroys any such Books and Records after such seven-year (7-year) period and, if Visteon notifies the Purchaser Representative in writing within such sixty-day (60-day) period that is it intends to take possession of such Books and Records, the Purchaser Representative and its Affiliates shall allow Seller, Visteon or any of their Representatives to take possession of such Books and Records and shall not transfer, discard or destroy such Books and Records unless Visteon notifies the Purchaser Representative in part a Relevant Proceeding but writing that also involves one or more matters or issues unrelated it no longer intends to take possession thereof. Purchasers and Seller shall reasonably cooperate with each other in the 3-Year Position (such matter or issueconduct of any audit, an “Unrelated Issue,” and such audit filing of Tax Returns or other proceeding, a “Mixed Proceeding”), (x) proceedings involving the Company or any of its Subsidiaries for so long any Tax purposes and each shall execute and deliver such powers of attorney and other documents as MCK owns, directly or indirectly, at least 20% are necessary to carry out the intent of the total outstanding equity interests in the Company, Echo and MCK shall jointly control, each at its own expense, any portion of a Mixed Proceeding that relates to an Unrelated Issue, and (y) thereafter, Echo shall control, at its own expense, any portion of a Mixed Proceeding that relates to an Unrelated Issuethis Section 4.19.