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 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 could reasonably require the assistance of any of the other Party 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 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 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 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 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 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 any of them could reasonably require the assistance of the other Party in obtaining any necessary information. Such cooperation . (b) 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 those Tax Returns, and furnishing such other information within such Partythat party’s possession requested by the Party party filing such the Tax Returns as is relevant to their preparation preparation. (it being understood that the Party requesting production of such materials shall bear the cost of such production). Such cooperation c) Cooperation and information shall also shall include without limitation include, to the extent reasonably necessary, provision of powers of attorney for the purpose of signing Tax Returns, defending audits and promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Taxing Authority which that 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 possess. Cooperation and which are information shall also mean provision to Seller, upon request, of all information reasonably necessary to assist confirm that the requesting Party in the preparation provisions of a Tax Return or Article 13 related to resolve a Tax controversy. The recovery of VAT by Buyer are satisfied. (d) 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 Seller to which the Tax relates shall be entitled to assume and control (including as to settlements) any Tax Audit relating to the Acquired Assets or the Business for any taxable period that ends on or prior to the Closing Date, and shall provide written notice to Buyer regarding whether it elects so to control any such Tax Audit no later than 30 days after receipt by Seller of written notice of such Tax Audit; provided, however, if Seller elects to control such Tax Audit, then Buyer shall be entitled to be reasonably informed of the status regarding any such Tax Audit. (b) The Buyer and the Sellers and their respective Affiliates shall cooperate in the conduct of all such Tax Audits and 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 such information or return preparation packages to the extent relating to the Business illustrating previous reporting practices or containing historical information documents within such Party’s possession as are reasonably relevant to the preparation of such Tax Returns, and furnishing such other information within such Party’s possession requested by the Party filing Returns or conduct of 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 Audit, promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Taxing Authority which relate to the BusinessBusiness or the Acquired Assets, and providing copies of all relevant Tax Returns to making 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 or facilities of the Parties 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 (and, in the case of VTYC, Seller shall use its commercially-reasonable efforts to cause VTYC 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 of them could reasonably require the assistance of the other Party in obtaining any necessary information. Such cooperation . (i) 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 those Tax Returns, and furnishing such other information within such Partythat party’s possession requested by the Party party filing such the Tax Returns as is relevant to their preparation preparation. (it being understood that the Party requesting production of such materials shall bear the cost of such production). Such cooperation ii) 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 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 and which are reasonably necessary to assist the requesting Party in the preparation of a Tax Return or to resolve a Tax controversy. The possess. (iii) 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.