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

Cooperation on Tax Matters; Tax Audits. (a) Buyer and PKI and their respective Affiliates shall cooperate in the preparation of all Tax Returns for any Tax periods for which any such party could reasonably require the assistance of 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 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 relevant to their preparation. Such cooperation and information also shall include 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”) 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. Buyer and 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) Buyer and PKI The Parties and their respective Affiliates shall cooperate in the preparation of all Tax Returns for any Tax periods for which any such party one Party could reasonably require the assistance of another such party any of the other Parties 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 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 partyParty’s possession requested by the party Party filing such Tax Returns as is relevant to their preparation. Such cooperation and information also shall include 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 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 Party may possess. Buyer and PKI The 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 PKI the Seller and their respective Affiliates shall cooperate in the preparation of all Tax Returns for any Tax periods for which any such party one Party could reasonably require the assistance of another such party 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 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 as is relevant to their 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”") 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. The Buyer and PKI the 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) Buyer and PKI Seller and their respective Affiliates shall cooperate in the preparation of all Tax Returns for any Tax periods for which any such party one Party could reasonably require the assistance of another such party 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 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 information, in each case, to the extent within such party’s Party's possession requested by the party Party filing such Tax Returns as is relevant to their 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”") 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 Party may possess. Buyer and PKI 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) Buyer and PKI Parent and their respective Affiliates shall cooperate in the preparation of all Tax Returns for any Tax periods for which any such party Party could reasonably require the assistance of another such party the other Party in obtaining any necessary information. Such cooperation shall include, but not be limited to, include furnishing prior years’ Tax Returns or return preparation packages to the extent related to the Business Businesses 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 reasonably requested by the party Party filing such Tax Returns as is relevant to their preparation. Such cooperation and information also shall include 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 Governmental Entity responsible for the imposition of Taxes (the “Taxing Authority”) which relate to the BusinessBusinesses, and providing copies of all relevant Tax Returns to the extent related to the BusinessBusinesses, 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. Buyer and PKI 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. (a) Buyer and PKI Seller and their respective Affiliates shall cooperate in the preparation of all Tax Returns for any Tax periods for which any such party one Party could reasonably require the assistance of another such party 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 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 information, in each case, to the extent within such party’s Party's possession requested by the party Party filing such Tax Returns as is relevant to their 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”") 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 Party may possess. Buyer and PKI 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) Buyer and PKI MicroStrategy and their its respective Affiliates shall cooperate in the preparation of all Tax Returns for any Tax periods for which any such party Party could reasonably require the assistance of another such 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 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 partyParty’s possession requested by the party Party filing such Tax Returns as is relevant to their preparation. Such cooperation and information also shall include 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”) 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 Party may possess. Buyer and PKI Seller and their its respective Affiliates shall make their its 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 PKI the Seller and their respective Affiliates shall cooperate in the preparation of all Tax Returns for any Tax periods for which any such party one Party could reasonably require the assistance of another such party 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 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. 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”) 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. The Buyer and PKI the 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) Buyer and PKI Sellers and their respective Affiliates shall cooperate in the preparation of all Tax Returns for any Tax periods for which any such party could reasonably require the assistance of another such party in obtaining any necessary information. Such cooperation shall include, but not be limited to, furnishing prior years’ non-income Tax Returns or return preparation packages to the extent 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 relevant to their preparation. Such cooperation and information also shall include 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”) which relate to the Business, and providing copies of all relevant non-income Tax Returns to the extent related to the Business, together with accompanying schedules and related workpapers, workpapers and documents relating to rulings or other determinations by any Taxing Authority and records concerning with respect to the ownership and Tax basis of propertyBusiness, which the requested party may possess. Buyer and PKI 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. (ai) Buyer The Seller and PKI and their respective Affiliates the Purchaser (each a "PARTY") shall cooperate in the preparation of all Tax Returns for any Tax tax periods for which any such party one Party could reasonably require the assistance of another such party 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 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 as is relevant to their preparation. Such cooperation and information also shall include provision of limited 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”) which Authority that 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 Authority, and records concerning the ownership and Tax tax basis of property, which the requested party Party may possess. Buyer and PKI and their respective Affiliates The Seller or the Purchaser 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) Buyer and PKI The Parties and their respective Affiliates shall cooperate in the preparation of all Tax Returns for any Tax periods for which any such party one Party could reasonably require the assistance of another such party 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 related to the Business a Company or Subsidiary 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. 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”) which relate to the BusinessCompany, 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 and records concerning the ownership and Tax tax basis of property, which the requested party Party may possess. Buyer and PKI The 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) Buyer and PKI Seller and their respective Affiliates shall cooperate in the preparation of all Tax Returns for any Tax periods for which any such party one Party could reasonably require the assistance of another such party 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 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 Party's possession requested by the party Party filing such Tax Returns as is relevant to their 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”") 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 Party may possess. Buyer and PKI 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 PKI the Seller and their respective Affiliates shall cooperate in the preparation of all Tax Returns for any Tax periods for which any such party the Buyer or the Seller could reasonably require the assistance of another such party the other 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 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 other party’s 's possession requested by the party filing such Tax Returns as is relevant to their preparation. Such cooperation and information also shall include 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”) Governmental Entity 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 Governmental Entity and records concerning the ownership and Tax basis of property, which the requested party may possess. The Buyer and PKI the 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.