Common use of Cooperation on Tax Matters; Tax Audits Clause in Contracts

Cooperation on Tax Matters; Tax Audits. The Buyer and the Sellers and their respective Affiliates shall cooperate in the preparation of all Tax Returns and the conduct of all Tax Audits or other administrative or judicial proceedings relating to the determination of any Tax for any Tax periods for which one Party could reasonably require the assistance of the other Party in obtaining any necessary information. Such cooperation shall include, but not be limited to, furnishing prior years’ Tax Returns or return preparation packages to the extent relating to the Business illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns, and furnishing such other information within such Party’s possession requested by the Party filing such Tax Returns as is relevant to their preparation (it being understood that the Party requesting production of such materials shall bear the cost of such production). Such cooperation and information also shall include without limitation promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Taxing Authority which relate to the Business, and providing copies of all relevant Tax Returns to the extent related to the Business, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Taxing Authority and records concerning the ownership and Tax basis of property, which the requested Party may possess and which are reasonably necessary to assist the requesting Party in the preparation of a Tax Return or to resolve a Tax controversy. The Buyer and the Parent and their respective Affiliates shall make their respective employees and facilities available on a mutually convenient basis to explain any documents or information provided hereunder.

Cooperation on Tax Matters; Tax Audits. The (a) Buyer and the Sellers PKI and their respective Affiliates shall reasonably cooperate in the preparation of all Tax Returns and the conduct of all Tax Audits or other administrative or judicial proceedings relating to the determination of any Tax Audit (as defined in Section 8.4(b)) for any Tax periods for which one Party any such party could reasonably require the assistance of the other Party another such party in obtaining any necessary information. Such cooperation shall include, but not be limited to, furnishing prior years’ Tax Returns or return preparation packages to the extent relating related to the Business Acquired Companies, the Acquired Assets or the Business, illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax ReturnsReturns or the conduct of the Tax Audit, and furnishing such other information information, in each case, within such Partyparty’s possession and as reasonably requested by the Party party filing such Tax Returns or defending such Tax Audit as is relevant to their preparation (it being understood that the Party requesting production of such materials shall bear the cost of such production)may be relevant. Such cooperation and information also shall include without limitation provision of powers of attorney for the purpose of signing Tax Returns and defending Tax Audits and promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any applicable governmental authority responsible for the imposition of Taxes (the “Taxing Authority Authority”) which relate to the Acquired Companies or the Business, and providing copies of all relevant Tax Returns to the extent related to the Acquired Companies or the Business, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Taxing Authority and records concerning the ownership and Tax basis of property, which the requested Party may possess and which are reasonably necessary to assist the requesting Party in the preparation of a Tax Return or to resolve a Tax controversyparty possesses. The Buyer and the Parent PKI and their respective Affiliates shall make their respective employees and facilities available on a mutually convenient basis to explain any documents or information provided hereunder.

Cooperation on Tax Matters; Tax Audits. The Buyer (i) Stockholders, the Company and the Sellers Parent and their respective Affiliates (each a “Party” and collectively the “Parties”) shall cooperate in both (A) the preparation of all Tax Returns and the conduct of all Tax Audits or other administrative or judicial proceedings relating to the determination of any Tax for any Tax periods for which one Party could reasonably require the assistance of the other Party in obtaining any necessary informationinformation and (B) any subsequent audits, claims, contests, litigation or other proceedings with respect to Taxes of the Company (collectively, “Tax Proceedings”). Such cooperation shall include, but not be limited to, furnishing prior years’ Tax Returns or return preparation packages to the extent relating related to the Business Company illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns, and furnishing such other information within such Party’s possession requested by the Party filing such Tax Returns or participating in Tax Proceedings, as is relevant to their the preparation (it being understood that the Party requesting production of such materials shall bear Tax Returns or the cost conduct of such production)Tax Proceedings, respectively. Such cooperation and information also shall include include, without limitation limitation, provision of powers of attorney for the purpose of signing Tax Returns and defending audits and promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any applicable Governmental Body responsible for the imposition of Taxes (the “Taxing Authority Authority”) which relate to the BusinessCompany, and providing copies of all relevant Tax Returns to the extent related to the BusinessCompany, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Taxing Authority and records concerning the ownership and Tax basis of property, which the requested Party may possess and which are reasonably necessary to assist the requesting Party in the preparation of a Tax Return or to resolve a Tax controversypossess. The Buyer and the Parent parties and their respective Affiliates shall make their respective employees and facilities available on a mutually convenient basis to explain any documents or information provided hereunder. Each Party shall bear its own costs in complying with this Section 8.01(c)(i).

Cooperation on Tax Matters; Tax Audits. (a) The Buyer and the Sellers and their respective Affiliates shall cooperate in the preparation of all Tax Returns and the conduct of all any Tax Audits audits or other administrative or judicial proceedings relating to the determination of any Tax for any Tax periods for which one Party could reasonably require the assistance of the other Party in obtaining any necessary information. Such cooperation shall include, but not be limited to, furnishing prior years’ Tax Returns or return preparation packages to the extent relating reasonably related to the Business illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns, and furnishing such other information within such Party’s possession requested by the Party filing such Tax Returns as is reasonably relevant to their preparation (it being understood that the Party requesting production of such materials shall bear the cost of such production)preparation. Such cooperation and information also shall include without limitation provision of powers of attorney for the purpose of signing Tax Returns and defending audits and promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Taxing Authority which relate to the Business, and providing copies of all relevant Tax Returns of the Business Subsidiaries or the Operating Subsidiaries to the extent related to the Business, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Taxing Authority and records concerning the ownership and Tax basis of property, which the requested Party may possess and which are reasonably necessary to assist the requesting Party in the preparation of a Tax Return or to resolve a Tax controversypossess. The Buyer and the Parent Sellers and their respective Affiliates shall make their respective employees and facilities available on a mutually convenient basis to explain any documents or information provided hereunder.

Cooperation on Tax Matters; Tax Audits. (a) The Buyer and the Sellers Stockholder Representatives and their respective Affiliates shall cooperate in the preparation of all Tax Returns and the conduct of all Tax Audits or other administrative or judicial proceedings relating to the determination of any Tax for any Tax periods for which one Party could reasonably require the assistance of the other Party in obtaining any necessary information. Such cooperation shall include, but not be limited to, furnishing prior years’ Tax Returns or return preparation packages to the extent relating related to the Business Company or any Subsidiary illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns, and furnishing such other information within such Party’s possession requested by the Party filing such Tax Returns as is relevant to their preparation (it being understood that the Party requesting production of such materials shall bear the cost of such production)preparation. Such cooperation and information also shall include without limitation provision of powers of attorney for the purpose of signing Tax Returns and defending audits and promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Taxing Authority which relate to the BusinessCompany or any Subsidiary, and providing copies of all relevant Tax Returns to the extent related to the BusinessCompany or any Subsidiary, together with accompanying schedules and related workpapers, records, documents relating to rulings or other determinations by any Taxing Authority and records concerning the ownership and Tax basis of property, which the requested Party may possess and which are reasonably necessary to assist the requesting Party in the preparation of a Tax Return or to resolve a Tax controversypossess. The Buyer and the Parent and their respective Affiliates Surviving Corporation shall make their respective employees and facilities available to the Stockholder Representatives on a mutually convenient basis to explain any documents or information provided hereunder.

Cooperation on Tax Matters; Tax Audits. The (a) Buyer and the Sellers Seller and their respective Affiliates affiliates shall cooperate in the preparation of all Tax Returns and the conduct of all Tax Audits or other administrative or judicial proceedings relating Returns, including with respect to the determination of Section 338(h)(10) Election and any Tax other forms filed with such election, for any Tax periods for which one Party any such party could reasonably require the assistance of the other Party another such party in obtaining any necessary information. Such cooperation shall include, but not be limited to, furnishing prior years’ Tax Returns or return preparation packages to the extent relating related to the Business Company illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns, and furnishing such other information within such Partyparty’s possession requested by the Party party filing such Tax Returns as is relevant to their preparation (it being understood that the Party requesting production of such materials shall bear the cost of such production)preparation. Such cooperation and information also shall include without limitation provision of powers of attorney, if reasonably necessary, for the purpose of signing Tax Returns and defending audits and promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any applicable Taxing Authority which relate to the BusinessCompany, and providing copies of all relevant Tax Returns to the extent related to the BusinessCompany, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Taxing Authority and records concerning the ownership and Tax basis of property, which the requested Party party may possess and which are reasonably necessary to assist the requesting Party in the preparation of a Tax Return or to resolve a Tax controversypossess. The Buyer and the Parent Seller and their respective Affiliates affiliates shall make their respective employees and facilities available on a mutually convenient basis to explain any documents or information provided hereunder.

Cooperation on Tax Matters; Tax Audits. The (a) Buyer and the Sellers Seller and their respective Affiliates shall cooperate in the preparation of all Tax Returns and the conduct of all Tax Audits or other administrative or judicial proceedings relating to the determination of any Tax for any Tax periods for which one Party could reasonably require the assistance of the other Party in obtaining any necessary information. Such cooperation shall include, but not be limited to, furnishing prior years’ ' Tax Returns or return preparation packages to the extent relating related to the Business illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns, and furnishing such other information within such Party’s 's possession requested by the Party filing such Tax Returns as is relevant to their preparation (it being understood that the Party requesting production of such materials shall bear the cost of such production)preparation. Such cooperation and information also shall include without limitation provision of powers of attorney for the purpose of signing Tax Returns and defending audits and promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Taxing Authority applicable governmental authority responsible for the imposition of Taxes (the "TAXING AUTHORITY") which relate to the Business, and providing copies of all relevant Tax Returns to the extent related to the Business, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Taxing Authority and records concerning the ownership and Tax basis of property, which the requested Party may possess and which are reasonably necessary to assist the requesting Party in the preparation of a Tax Return or to resolve a Tax controversypossess. The Buyer and the Parent Seller and their respective Affiliates shall make their respective employees and facilities available on a mutually convenient basis to explain any documents or information provided hereunder.

Cooperation on Tax Matters; Tax Audits. The Buyer (i) NEC USA and the Sellers Buyer and their respective Affiliates affiliates shall cooperate in both (A) the preparation of all Tax Returns and the conduct of all Tax Audits or other administrative or judicial proceedings relating to the determination of any Tax for any Tax periods for which one Party party could reasonably require the assistance of the other Party party in obtaining any necessary informationinformation and (B) any subsequent audits, claims, contests, litigation or other proceedings with respect to Taxes of the Company (collectively, "Tax Proceedings"). Such cooperation shall include, but not be limited to, furnishing prior years’ ' Tax Returns or return preparation packages to the extent relating related to the Business Company illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns, and furnishing such other information within such Party’s party's possession requested by the Party party filing such Tax Returns or participating in Tax Proceedings, as is relevant to their the preparation (it being understood that the Party requesting production of such materials shall bear Tax Returns or the cost conduct of such production)Tax Proceedings, respectively. Such cooperation and information also shall include include, without limitation limitation, provision of powers of attorney for the purpose of signing Tax Returns and defending audits and promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any applicable governmental authority responsible for the imposition of Taxes (the "Taxing Authority Authority") which relate to the BusinessCompany, and providing copies of all relevant Tax Returns to the extent related to the BusinessCompany, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Taxing Authority and records concerning the ownership and Tax tax basis of property, which the requested Party party may possess and which are reasonably necessary to assist the requesting Party in the preparation of a Tax Return or to resolve a Tax controversypossess. The Buyer and the Parent parties and their respective Affiliates shall make their respective employees and facilities available on a mutually convenient basis to explain any documents or information provided hereunder.

Cooperation on Tax Matters; Tax Audits. (a) The Buyer and the Sellers parties and their respective Affiliates shall cooperate in the preparation of all Tax Returns and the conduct of all Tax Audits or other administrative or judicial proceedings relating to the determination of any Tax for any Tax periods for which one Party party could reasonably require the assistance of the other Party party in obtaining any necessary informationinformation and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include, but not be limited to, (i) timely signing and delivering such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, transfer taxes, (ii) furnishing prior years’ Tax Returns or return preparation packages to the extent relating related to the Business Company’s illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns, and (iii) furnishing such other information within such Partyparty’s possession requested by the Party party filing such Tax Returns as is relevant to their preparation (it being understood that preparation, and the Party requesting production provision of such materials shall bear the cost of such production)other records and information reasonably relevant to any audit, litigation or other proceeding. Such cooperation and information also shall include without limitation promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any applicable Governmental Body responsible for the imposition of Taxes (the “Taxing Authority Authority”) which relate to the BusinessCompany, and providing copies of all relevant Tax Returns to the extent related to the Business, Company together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Taxing Authority and records concerning the ownership and Tax tax basis of property, which the requested Party party may possess and which are reasonably necessary to assist the requesting Party in the preparation of a Tax Return or to resolve a Tax controversypossess. The Buyer and the Parent parties and their respective Affiliates shall make their respective employees and facilities available on a mutually convenient basis to explain any documents or information provided hereunder.

Cooperation on Tax Matters; Tax Audits. The (a) Buyer and the Sellers Seller and their respective Affiliates affiliates shall use commercially reasonable efforts to cooperate in the preparation of all Tax Returns and the conduct of all Tax Audits or other administrative or judicial proceedings relating to the determination of any Tax for any Tax periods for which one Party any such party could reasonably require the assistance of the other Party another such party in obtaining any necessary informationinformation and in any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include, but not be limited to, furnishing prior years’ Tax Returns or return preparation packages to the extent relating related to the Business Company illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns, and furnishing such other information within such Partyparty’s possession requested by the Party party filing such Tax Returns as is relevant to their preparation (it being understood that the Party requesting production of such materials shall bear the cost of such production)preparation. Such cooperation and information also shall include without limitation provision of powers of attorney for the purpose of signing Tax Returns and defending audits and promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any applicable governmental authority responsible for the imposition of Taxes (the “Taxing Authority Authority”) which relate to the BusinessCompany, and providing copies of all relevant Tax Returns to the extent related to the BusinessCompany, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Taxing Authority and records concerning the ownership and Tax basis of property, which the requested Party may possess and which are reasonably necessary to assist the requesting Party in the preparation of a Tax Return or to resolve a Tax controversyparty possesses. The Buyer and the Parent Seller and their respective Affiliates affiliates shall make their respective employees and facilities available on a mutually convenient basis to explain any documents or information provided hereunder.

Cooperation on Tax Matters; Tax Audits. The (a) Buyer and the Sellers Seller and their respective Affiliates shall cooperate in the preparation of all Tax Returns and the conduct of all Tax Audits audits or other administrative or judicial proceedings relating to the determination of any Tax for any Tax periods for which one Party party could reasonably require the assistance of the other Party party in obtaining any necessary information. Such cooperation shall include, but not be limited to, furnishing prior years’ Tax Returns or return preparation packages to the extent relating related to the Business either Company illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns, and furnishing such other information within such Partyparty’s possession requested by the Party party filing such Tax Returns as is relevant to their preparation (it being understood that the Party requesting production of such materials shall bear the cost of such production)preparation. Such cooperation and information also shall include include, without limitation limitation, provision of powers of attorney for the purpose of signing Tax Returns and defending audits and promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Taxing Authority authority which relate to the Businesseither Company, and providing copies of all relevant Tax Returns to the extent related to the Businesseither Company, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Taxing Authority authority and records concerning the ownership and Tax basis of property, which the requested Party party may possess and which are reasonably necessary to assist the requesting Party in the preparation of a Tax Return or to resolve a Tax controversypossess. The Buyer and the Parent Seller and their respective Affiliates shall make their respective employees and facilities available on a mutually convenient basis to explain any documents or information provided hereunder.

Cooperation on Tax Matters; Tax Audits. The (a) Buyer and the Sellers PKI and their respective Affiliates shall cooperate in the preparation of all Tax Returns and the conduct of all Tax Audits or other administrative or judicial proceedings relating to the determination of any Tax Audit (as defined in Section 7.4(b)) for any Tax periods for which one Party any such party could reasonably require the assistance of the other Party another such party in obtaining any necessary information. Such cooperation shall include, but not be limited to, furnishing prior years’ Tax Returns or return preparation packages to the extent relating related to the Business illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax ReturnsReturns or the conduct of the Tax Audit, and furnishing such other information within such Partyparty’s possession requested by the Party party filing such Tax Returns or defending such Tax Audit as is may be relevant, executing any Tax Returns or other documents as may be required, and facilitating payment of Taxes as may be required. Such cooperation and information shall also include cooperation with respect to information related to the Locked Box Period necessary to compute the Taxes attributable to operations of the Business during the Locked Box Period and to prepare the relevant Tax Returns, including Buyer providing PKI with such information to their preparation (which it being understood that has access as a result of the Party requesting production of such materials shall bear the cost of such production)System Cutover promptly after Closing. Such cooperation and information also shall include without limitation promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any applicable governmental authority responsible for the imposition of Taxes (the “Taxing Authority Authority”) which relate to the Business, and providing copies of all relevant Tax Returns to the extent related to the Business, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Taxing Authority and and, to the extent relevant, records concerning the ownership and Tax basis of property, which the requested Party party may possess and which are reasonably necessary to assist the requesting Party in the preparation of a Tax Return or to resolve a Tax controversypossess. The Buyer and the Parent Buyer, PKI and their respective Affiliates shall make their respective employees and facilities available on a mutually convenient basis to explain any documents or information provided hereunder.

Cooperation on Tax Matters; Tax Audits. (a) The Buyer and the Sellers Seller and their respective Affiliates shall cooperate in the preparation of all Tax Returns and the conduct of all Tax Audits or other administrative or judicial proceedings relating to the determination of any Tax for any Tax periods for which one Party could reasonably require the assistance of the other Party in obtaining any necessary information. Such cooperation shall include, but not be limited to, furnishing prior years’ ' Tax Returns or return preparation packages to the extent relating related to the Business Company illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns, CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. and furnishing such other information within such Party’s party's possession requested by the Party party filing such Tax Returns as is relevant to their preparation (it being understood that the Party requesting production of such materials shall bear the cost of such production)preparation. Such cooperation and information also shall include without limitation provision of powers of attorney for the purpose of signing Tax Returns and defending audits and promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any applicable governmental authority responsible for the imposition of Taxes (the "Taxing Authority Authority") which relate to the BusinessCompany, and providing copies of all relevant Tax Returns to the extent related to the BusinessCompany, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Taxing Authority and records concerning the ownership and Tax basis of property, which the requested Party party may possess and which are reasonably necessary to assist the requesting Party in the preparation of a Tax Return or to resolve a Tax controversypossess. The Buyer and the Parent Seller and their respective Affiliates shall make their respective employees and facilities available on a mutually convenient basis to explain any documents or information provided hereunder.

Cooperation on Tax Matters; Tax Audits. (a) The Buyer and the Sellers Seller and their respective Affiliates shall cooperate in the preparation of all Tax Returns and the conduct of all Tax Audits or other administrative or judicial proceedings relating to the determination of any Tax for any Tax periods for which one Party could reasonably require the assistance of the other Party in obtaining any necessary information. Such cooperation shall include, but not be limited to, furnishing prior years’ ' Tax Returns or return preparation packages to the extent relating related to the Business Company or the Subsidiary illustrating previous reporting practices or containing historical information relevant to the -44- 53 preparation of such Tax Returns, and furnishing such other information within such Party’s 's possession requested by the Party filing such Tax Returns as is relevant to their preparation (it being understood that the Party requesting production of such materials shall bear the cost of such production)preparation. Such cooperation and information also shall include without limitation provision of powers of attorney for the purpose of signing Tax Returns and defending audits and promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any applicable governmental authority responsible for the imposition of Taxes (the "Taxing Authority Authority") which relate to the BusinessCompany or the Subsidiary, and providing copies of all relevant Tax Returns to the extent related to the BusinessCompany or the Subsidiary, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Taxing Authority and records concerning the ownership and Tax tax basis of property, which the requested Party may possess and which are reasonably necessary to assist the requesting Party in the preparation of a Tax Return or to resolve a Tax controversypossess. The Buyer and the Parent Seller and their respective Affiliates shall make their respective employees and facilities available on a mutually convenient basis to explain any documents or information provided hereunder.