Common use of Cooperation on Tax Matters; Conduct of Proceedings Clause in Contracts

Cooperation on Tax Matters; Conduct of Proceedings. (a) The Sellers and the Buyer shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the preparation and filing of Tax Returns pursuant to this Section 6.1 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to such preparation and filing and to any audit litigation or other proceeding relating thereto and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (b) The Sellers (at their sole expense) shall be responsible for defending any audit, litigation or other proceeding, or portion thereof, with respect to any Taxes (“Tax Proceeding”) for which the Sellers are wholly responsible for payment pursuant to this Section 6.1 and shall have the authority to negotiate, compromise and settle any such Tax Proceeding; provided, that no Seller shall enter into any compromise or agreement with respect to a Tax Proceeding without the prior written consent of the Buyer if such compromise would have an adverse effect on the Buyer (after giving effect to the Sellers’ indemnification obligations hereunder) or would otherwise adversely affect the Tax liability of the Acquired Companies for any period after the Closing Date; provided, further that the Sellers will keep the Buyer reasonably informed with respect to any Tax Proceedings. Sellers, on the one hand, and Buyer, on the other hand, shall jointly control the conduct of, and shall each bear their own expenses relating to, that portion of any audit, claim for refund, or administrative or judicial proceeding relating to any Taxes for which the Sellers are wholly or partially responsible for payment pursuant to this Section 6.1 and that are payable with respect to any Tax period that begins before and ends after the Closing Date (“Straddle Period Taxes”). Except as otherwise provided in this Article VI, claims for indemnification under this Article VI shall be governed by the principles of Section 9.3. (c) From and after the Closing, the Sellers jointly and severally agree to indemnify, defend and hold harmless the Buyer Indemnified Parties from and against any and all Liabilities, demands, claims, suits, actions, or causes of action, losses, costs, expenses, damages and judgments, whether or not resulting from third party claims (including, without limitation, reasonable fees for both in-house and outside counsel, accountants and other outside consultants) suffered or incurred (each a “Tax Loss” and collectively, the “Tax Losses”) arising out of incurred by any Buyer Indemnified Party and arising out of, relating to or resulting from (i) Taxes of the Acquired Companies imposed by a taxing authority with respect to all taxable years or periods of the Acquired Companies ending on or prior to the Closing, or with respect to any taxable year beginning before and ending after the Closing, the portion of such period ending on and including the Closing, (ii) Taxes of the Acquired Companies imposed by a taxing authority with respect to the ownership or operation of the Acquired Companies or their assets prior to (or as a result of) the Closing, (iii) Taxes of the Acquired Companies imposed by a taxing authority with respect to any gain recognized by the Sellers upon or as a result of the transactions contemplated hereby, including the sale of the Acquired Companies, (iv) Taxes of the Buyer imposed by a taxing authority with respect to any breach of or inaccuracy in any representation, warranty or covenant of the Sellers with regard to Taxes contained in this Agreement, (v) Taxes of the nature referred to in Section 6.4 and (vi) without duplication, Excluded Taxes.

Cooperation on Tax Matters; Conduct of Proceedings. (ai) The Sellers Purchaser and the Buyer Company shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the preparation and filing of Tax Returns pursuant to this Section 6.1 Sections 5.12(c) and (d) hereof and any audit, litigation or other proceeding with respect to TaxesTaxes of any Subsidiary, any Fund, or any Offshore Fund. Such cooperation shall include the retention and (upon the other Party’s party's request) the provision of records and information which documentation that are reasonably relevant to such preparation and filing and to any audit audit, litigation or other proceeding relating thereto and making employees reasonably available on a mutually convenient basis to provide additional available information and explanation of any material provided hereunder. For purposes of the preceding sentence, the Company, LFS, and the Purchaser shall (and shall cause their affiliates to) preserve all such records and documentation until the expiration of any applicable statute of limitations, including extensions thereof of which they have not less than thirty (30) days' prior written notice. (bii) The Sellers (at their sole expense) Company shall be solely responsible for defending any audit, litigation or other proceeding, or portion thereof, proceeding with respect to any Taxes (“Tax Proceeding”) of Subsidiaries for which the Sellers Company or LFS is liable hereunder (but only with respect to matters for which they are wholly responsible for payment pursuant to this Section 6.1 so liable), and shall have the sole authority to negotiate, compromise and settle any such Tax Proceeding; providedaudit, that no Seller shall enter into any compromise litigation or agreement other proceeding (but only with respect to a Tax Proceeding those issues). The Company shall keep Purchaser reasonably informed as to the progress of any such audit, litigation or other proceeding with respect to such Taxes, and shall, if Purchaser so requests in writing, permit Purchaser at its expense to participate in any such audit, litigation or other proceeding insofar as it relates to the Subsidiaries; PROVIDED THAT the Company shall not settle any such audit, litigation, or other proceeding without the prior written Purchaser's consent of the Buyer (not to be unreasonably withheld) if such compromise settlement would have an adverse effect on the Buyer (after giving effect to the Sellers’ indemnification obligations hereunder) or would otherwise adversely affect increase the Tax liability liabilities of the Acquired Companies Purchaser or any of its affiliates (including any Subsidiary) for any period after the Closing Date; provided. If, further that the Sellers will keep the Buyer reasonably informed with respect to any Tax Proceedings. Sellers, on the one hand, and Buyer, on the other hand, shall jointly control the conduct of, and shall each bear their own expenses relating to, that portion of any audit, claim for refund, or administrative or judicial proceeding relating to any Taxes for which the Sellers are wholly or partially responsible for payment pursuant to this Section 6.1 and that are payable with respect to any Tax period that begins before and ends after the Closing Date (“Straddle Period Taxes”). Except as otherwise provided in this Article VI, claims for indemnification under this Article VI shall be governed by the principles of Section 9.3. (c) From and after the Closing, the Sellers jointly and severally agree to indemnify, defend and hold harmless the Buyer Indemnified Parties from and against any and all Liabilities, demands, claims, suits, actions, or causes of action, losses, costs, expenses, damages and judgments, whether or not resulting from third party claims (including, without limitation, reasonable fees for both in-house and outside counsel, accountants and other outside consultants) suffered or incurred (each a “Tax Loss” and collectively, the “Tax Losses”) arising out of incurred by any Buyer Indemnified Party and arising out of, relating to or resulting from (i) Taxes of the Acquired Companies imposed by a taxing authority with respect to all taxable years or periods of the Acquired Companies ending on or prior to the Closing, or with respect to any taxable year beginning before and ending after the Closing, the portion of such period ending on and including the Closing, (ii) Taxes of the Acquired Companies imposed by a taxing authority with respect to the ownership or operation of the Acquired Companies or their assets prior to (or as a result of) the Closing, (iii) Taxes of the Acquired Companies imposed by a taxing authority with respect to any gain recognized by the Sellers upon or as a result of any such audit, litigation or proceeding the transactions contemplated herebyCompany is required to pay any additional Taxes hereunder, including and, in the sale case of any settlement Purchaser's prior written consent shall have been duly obtained hereunder, Purchaser shall reimburse the Acquired CompaniesCompany for that portion of such Taxes for which it is responsible under Sections 5.12(c) or 5.12(d) hereof, within five (iv5) Taxes Business Days after receipt of the Buyer imposed by a taxing authority with respect to any breach notice of or inaccuracy in any representation, warranty or covenant of the Sellers with regard to Taxes contained in this Agreement, (v) Taxes of the nature referred to in Section 6.4 and (vi) without duplication, Excluded Taxespayment.

Cooperation on Tax Matters; Conduct of Proceedings. (a) The Sellers Buyer and the Buyer Raytheon shall cooperate fullyfully and in good faith, as and to the extent reasonably requested by the other Partyparty, in connection with the preparation and filing of Tax Returns pursuant to this Section 6.1 Article 2 and any audit, litigation or other proceeding with respect to Taxes, it being understood that a party's failure to so cooperate, or to perform its obligations under this Article 3, shall excuse the other party from its indemnification obligations hereunder with respect to the affected Taxes if and to the extent the failure has an adverse effect on the indemnifying party. Such cooperation shall include include, subject to the following sentence, the retention and (upon the other Party’s party's request) the provision of records and information which are reasonably relevant to such preparation and filing and to any audit audit, litigation or other proceeding relating thereto and making employees reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer agrees to retain (and to cause the RECI Subsidiaries to retain) all books and records with respect to Taxes pertinent to the RECI Subsidiaries relating to any Tax period for which Raytheon may have an indemnity obligation hereunder for not less than ten (10) years after the Closing Date (and, to the extent notified by Raytheon, until the expiration of any extensions of the applicable statutes of limitations), and shall not destroy or otherwise dispose of any such books and records without first providing Raytheon with a reasonable opportunity to review and copy the same. In addition, with respect to any Tax Returns that Raytheon is responsible for filing under this Agreement, the Buyer agrees that it will cause its employees and employees of the RECI Subsidiaries, to the extent they have done so in the past, to prepare tax reporting packages and initial drafts of Tax Returns for the RECI Companies prepared on a basis consistent with past practice to the extent permitted under all applicable Tax laws, rules and regulations. Prior to filing any Income Tax Returns of any RECI Subsidiary for which Raytheon has agreed to indemnify the Buyer (in whole or in part) pursuant to Article 2, the Buyer shall provide Raytheon with a reasonable opportunity to review the applicable Tax Returns and any necessary or appropriate applicable supporting workpapers and schedules, and shall obtain the prior written consent of Raytheon to the filing thereof, such consent not to be unreasonably withheld, conditioned, or delayed; provided, that without limiting the provisions of the first sentence of this paragraph, the failure to provide a reasonable opportunity to review or a lack of consent, or the failure to make any changes to the Tax Returns requested by Raytheon, shall excuse Raytheon from its indemnification obligations to the extent Raytheon can demonstrate that it was prejudiced thereby. The Buyer shall provide Raytheon with a copy of all Non-Income Tax Returns for which Raytheon has agreed to indemnify the Buyer (in whole or in part) pursuant to Article 2, along with any necessary or appropriate applicable supporting workpapers and schedules, within thirty (30) days of the filing thereof, and not later than at the time the Buyer provides Raytheon with notice of payment and a request for reimbursement hereunder. (b) The Sellers (at their sole expense) Except as set forth in Section 2.2(b), each party shall be solely responsible for defending any audit, litigation or other proceeding, or portion thereof, proceeding with respect to any Taxes (“Tax Proceeding”) for which the Sellers are wholly responsible for payment pursuant to this Section 6.1 it is liable hereunder, and shall have the authority to negotiate, compromise and settle any such audit, litigation or other proceeding. In the case of any Tax Proceedingfor which Raytheon is liable hereunder, Raytheon shall keep the Buyer reasonably informed as to the progress of any such audit, litigation or other proceeding to the extent it relates to such Taxes, and shall, if the Buyer so requests in writing, permit the Buyer at its expense to participate in any such audit, litigation or other proceeding insofar as it relates to any RECI Subsidiary; providedprovided that Raytheon shall not settle any such -------- ---- audit, that no Seller shall enter into any compromise litigation, or agreement with respect to a Tax Proceeding other proceeding without the prior written Buyer's consent of the Buyer (not to be unreasonably withheld, conditioned or delayed) if such compromise settlement would have an adverse effect on the Buyer (after giving effect or could reasonably be expected to the Sellers’ indemnification obligations hereunder) or would otherwise adversely affect increase the Tax liability liabilities of the Acquired Companies Buyer or any of its Affiliates (including any RECI Subsidiary) for any period after the Closing Date; provided. In the alternative, further that Raytheon may, by written and revocable notice to the Sellers will keep Buyer, at any time request the Buyer to control any audit, litigation, or other proceeding (as and to the extent set forth in the notice) that Raytheon would otherwise be entitled to control hereunder, in which case the Buyer shall diligently proceed with the defense of that audit, litigation, or other proceeding, shall keep Raytheon reasonably informed with respect as to the progress of any Tax Proceedings. Sellerssuch audit, on the one handlitigation or other proceeding, and Buyershall, on the if Raytheon so requests in writing, permit Raytheon at its expense to participate in any such audit, litigation or other hand, shall jointly control the conduct ofproceeding, and shall each bear their own not settle any such audit, litigation, or other proceeding without Raytheon's consent, which shall not be unreasonably withheld. If Raytheon requests that Buyer control an audit that Raytheon would otherwise have been entitled to control hereunder, Raytheon will reimburse Buyer for all reasonable out-of-pocket (but not internal or overhead) expenses relating toincurred by the Buyer in connection therewith and authorized in advance by Raytheon. If, that portion as a result of any audit, claim for refundlitigation or proceeding Raytheon, Buyer, or administrative any RECI Company is required to pay any additional Taxes hereunder, each party shall (without duplication of the other provisions of this agreement) reimburse the other party for any portion of such Taxes paid by that other party (or judicial proceeding relating to any Taxes its Affiliates) for which the Sellers are wholly or partially responsible for payment pursuant to this Section 6.1 and that are payable with respect to any Tax period that begins before and ends reimbursing party is liable hereunder within ten (10) business days after the Closing Date (“Straddle Period Taxes”). Except as otherwise provided in this Article VI, claims for indemnification under this Article VI shall be governed by the principles receipt of Section 9.3notice of payment. (c) From and after the Closing, the Sellers jointly and severally agree to indemnify, defend and hold harmless the Buyer Indemnified Parties from and against any and all Liabilities, demands, claims, suits, actions, or causes of action, losses, costs, expenses, damages and judgments, whether or not resulting from third party claims (including, without limitation, reasonable fees for both in-house and outside counsel, accountants and other outside consultants) suffered or incurred (each a “Tax Loss” and collectively, the “Tax Losses”) arising out of incurred by any Buyer Indemnified Party and arising out of, relating to or resulting from (i) Taxes of the Acquired Companies imposed by a taxing authority with respect to all taxable years or periods of the Acquired Companies ending on or prior to the Closing, or with respect to any taxable year beginning before and ending after the Closing, the portion of such period ending on and including the Closing, (ii) Taxes of the Acquired Companies imposed by a taxing authority with respect to the ownership or operation of the Acquired Companies or their assets prior to (or as a result of) the Closing, (iii) Taxes of the Acquired Companies imposed by a taxing authority with respect to any gain recognized by the Sellers upon or as a result of the transactions contemplated hereby, including the sale of the Acquired Companies, (iv) Taxes of the Buyer imposed by a taxing authority with respect to any breach of or inaccuracy in any representation, warranty or covenant of the Sellers with regard to Taxes contained in this Agreement, (v) Taxes of the nature referred to in Section 6.4 and (vi) without duplication, Excluded Taxes.

Cooperation on Tax Matters; Conduct of Proceedings. (a) The Sellers Buyer and the Buyer Seller shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the preparation and filing of Tax Returns pursuant to this Section 6.1 Article 15 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other Party’s party's request) the provision of records and information which are reasonably relevant to such preparation and filing and to any audit audit, litigation or other proceeding relating thereto and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. 41 -41- Prior to filing any Tax Returns of Heath Canada for which the Seller has agreed to indemnify the Buyer pursuant to this Article 15, the Buyer shall provide the Seller with a reasonable opportunity to review the applicable Tax Returns and obtain the prior consent of the Seller to the filing of such Tax Returns. (b) The Sellers (at their sole expense) Seller shall be responsible for defending any audit, litigation or other proceeding, or portion thereof, proceeding with respect to any Taxes (“Tax Proceeding”) of the Seller and Heath Canada for which the Sellers are Seller is wholly or partially responsible for payment pursuant to this Section 6.1 Article 15 and shall have the exclusive authority to negotiate, compromise and settle any such Tax Proceedingaudit, litigation or other proceeding; providedprovided that the Seller may not settle any such matter without the Buyer's consent, that no not to be unreasonably withheld, if the Buyer or Heath Canada will be responsible for payment of any portion of such settlement. The Seller shall enter into any compromise or agreement with respect to a Tax Proceeding without the prior written consent of the Buyer if such compromise would have an adverse effect on the Buyer (after giving effect to the Sellers’ indemnification obligations hereunder) or would otherwise adversely affect the Tax liability of the Acquired Companies for any period after the Closing Date; provided, further that the Sellers will keep the Buyer reasonably informed as to the progress of any such audit, litigation or other proceeding with respect to Taxes of Heath Canada. If, as a result of any Tax Proceedings. Sellerssuch audit, on litigation or proceeding Heath Canada is assessed any additional Taxes, within five (5) business days after receipt by Heath Canada of notice of assessment, the one hand, and Buyer, on the other hand, Seller shall jointly control the conduct of, and shall each bear their own expenses relating to, reimburse Heath Canada for that portion of any audit, claim for refund, or administrative or judicial proceeding relating to any such Taxes for which the Sellers are wholly or partially Seller is responsible for payment pursuant to this Section 6.1 and that are payable with respect to any Tax period that begins before and ends after the Closing Date (“Straddle Period Taxes”). Except as otherwise provided in this Article VI, claims for indemnification under this Article VI shall be governed by the principles of Section 9.315. (c) From and after the Closing, the Sellers jointly and severally agree to indemnify, defend and hold harmless the Buyer Indemnified Parties from and against any and all Liabilities, demands, claims, suits, actions, or causes of action, losses, costs, expenses, damages and judgments, whether or not resulting from third party claims (including, without limitation, reasonable fees for both in-house and outside counsel, accountants and other outside consultants) suffered or incurred (each a “Tax Loss” and collectively, the “Tax Losses”) arising out of incurred by any Buyer Indemnified Party and arising out of, relating to or resulting from (i) Taxes of the Acquired Companies imposed by a taxing authority with respect to all taxable years or periods of the Acquired Companies ending on or prior to the Closing, or with respect to any taxable year beginning before and ending after the Closing, the portion of such period ending on and including the Closing, (ii) Taxes of the Acquired Companies imposed by a taxing authority with respect to the ownership or operation of the Acquired Companies or their assets prior to (or as a result of) the Closing, (iii) Taxes of the Acquired Companies imposed by a taxing authority with respect to any gain recognized by the Sellers upon or as a result of the transactions contemplated hereby, including the sale of the Acquired Companies, (iv) Taxes of the Buyer imposed by a taxing authority with respect to any breach of or inaccuracy in any representation, warranty or covenant of the Sellers with regard to Taxes contained in this Agreement, (v) Taxes of the nature referred to in Section 6.4 and (vi) without duplication, Excluded Taxes.

Cooperation on Tax Matters; Conduct of Proceedings. (a) The Sellers 10.9.3.1 Xxxxxx and the Buyer UIS Shareholder shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the preparation and filing of Tax Returns pursuant to this Section 6.1 10.9 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other Party’s party's request) the provision of records and information which are reasonably relevant to such preparation and filing and to any audit audit, litigation or other proceeding relating thereto and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (b) The Sellers (at their sole expense) 10.9.3.2 Xxxxxx shall be responsible for defending any audit, litigation or other proceeding, or portion thereof, proceeding with respect to any Taxes (“Tax Proceeding”) for which the Sellers are wholly responsible for payment pursuant to this Section 6.1 and shall have the authority to negotiate, compromise and settle any such Tax Proceeding; providedaudit, litigation or other proceeding. However, in the event that no Seller shall enter into any such compromise or agreement settlement would create any indemnification obligation hereunder for the UIS Shareholder in excess of $5,000, Xxxxxx shall not agree to any such compromise or settlement without the prior consent of the UIS Shareholder, which shall not be unreasonably withheld, conditioned or delayed. Xxxxxx shall notify the UIS Shareholder promptly upon receipt of any notice of such audit, litigation or other proceeding and shall keep the UIS Shareholder reasonably informed as to the progress of any such audit, litigation or other proceeding with respect to Taxes. The UIS Shareholder shall have the right, at their expense, to participate in the conduct of such audit, litigation or other proceeding. If, as a result of any such audit, litigation or proceeding Xxxxxx or UIS is required to pay any additional Taxes, within five days after notice to the UIS Shareholder that Xxxxxx has paid such Taxes, the UIS Shareholder shall reimburse Xxxxxx or UIS for that portion of such Taxes attributable to periods for which the UIS Shareholder have agreed to indemnify Xxxxxx pursuant to this Section 10.9. 10.9.3.3 Notwithstanding the foregoing provisions of this Section 10.9, the UIS Shareholder shall not be required to indemnify Xxxxxx for any particular Tax Proceeding without if a sufficient reserve for such Tax was included on the prior written consent Closing Balance Sheet. 10.9.3.4 Notwithstanding the foregoing provisions of this Section 10.9, the obligation of the Buyer if such compromise would have an adverse effect on the Buyer (after giving effect UIS Shareholder to the Sellers’ indemnification obligations hereunder) or would otherwise adversely affect the Tax liability of the Acquired Companies for any period after the Closing Date; provided, further that the Sellers will keep the Buyer reasonably informed indemnify Xxxxxx with respect to any Tax Proceedings. Sellers, on the one hand, and Buyer, on the other hand, Taxes shall jointly control the conduct of, and shall each bear their own expenses relating to, that portion be net of any audit, claim for refund, or administrative or judicial proceeding relating to any refunds of Taxes for which received by UIS after the Sellers are wholly or partially responsible for payment pursuant to this Section 6.1 Closing and that are payable with respect attributable to any Tax period that begins before and ends after for which the UIS Shareholder is responsible under this Section 10.9 other than any Tax refund to the extent such Tax refund was reflected on the Closing Date (“Straddle Period Taxes”). Except as otherwise provided in this Article VI, claims for indemnification under this Article VI shall be governed by the principles of Section 9.3Balance Sheet. (c) From and after the Closing, the Sellers jointly and severally agree to indemnify, defend and hold harmless the Buyer Indemnified Parties from and against any and all Liabilities, demands, claims, suits, actions, or causes of action, losses, costs, expenses, damages and judgments, whether or not resulting from third party claims (including, without limitation, reasonable fees for both in-house and outside counsel, accountants and other outside consultants) suffered or incurred (each a “Tax Loss” and collectively, the “Tax Losses”) arising out of incurred by any Buyer Indemnified Party and arising out of, relating to or resulting from (i) Taxes of the Acquired Companies imposed by a taxing authority with respect to all taxable years or periods of the Acquired Companies ending on or prior to the Closing, or with respect to any taxable year beginning before and ending after the Closing, the portion of such period ending on and including the Closing, (ii) Taxes of the Acquired Companies imposed by a taxing authority with respect to the ownership or operation of the Acquired Companies or their assets prior to (or as a result of) the Closing, (iii) Taxes of the Acquired Companies imposed by a taxing authority with respect to any gain recognized by the Sellers upon or as a result of the transactions contemplated hereby, including the sale of the Acquired Companies, (iv) Taxes of the Buyer imposed by a taxing authority with respect to any breach of or inaccuracy in any representation, warranty or covenant of the Sellers with regard to Taxes contained in this Agreement, (v) Taxes of the nature referred to in Section 6.4 and (vi) without duplication, Excluded Taxes.