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

Cooperation on Tax Matters; Tax Audits. The Buyers and Xxxxxx and their respective Affiliates shall cooperate with each other in preparing all Tax Returns, prosecuting any claims for Tax refunds or petitions for relief, defending or contesting any Tax claims or assessments for any Tax periods or otherwise communicating or interacting with any applicable Governmental Entity responsible for, or acting with respect to, the imposition of Taxes (the “Taxing Authority”) for which any such party could, for any reason, require the assistance of another such party (each a “Tax Assistance Matter”). Such cooperation shall include, but not be limited to, furnishing and making available for duplication, 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 such other information within such party’s possession requested by the other party as is relevant to the Tax Assistance Matter. Such cooperation and information also shall include provision of powers of attorney to allow the other party to act with respect to the Tax Assistance Matter, promptly forwarding copies of applicable 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. The Buyers and Xxxxxx 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. To the extent necessary in connection with any such Tax Assistance Matter, each Party shall provide to the other Party and such other Party’s Affiliates, authorized accountants, counsel and other designated representatives access (including using commercially reasonable efforts to give access to third parties possessing information and providing reasonable access to its own employees who are in possession of relevant information) and duplicating rights during normal business hours to all non-privileged records, books, contracts, instruments, documents, correspondence, computer data and other data and information (collectively, “Information”) within the possession or control of such Party or its Affiliates, relating to the particular Tax Assistance Matter prior to the Closing, insofar as such access is reasonably required by the other Party for purposes of addressing such Tax Assistance Matter.

Cooperation on Tax Matters; Tax Audits. (a) The Buyers Purchaser, the Seller, the Company and Xxxxxx the Subsidiaries and their respective Affiliates shall cooperate with each other in preparing the preparation and filing of all Tax Returns, prosecuting any claims for Tax refunds or petitions for relief, defending or contesting any Tax claims or assessments Returns for any Tax periods or otherwise communicating or interacting with any applicable Governmental Entity responsible for, or acting with respect to, the imposition of Taxes (the “Taxing Authority”) for which any such party could, for any reason, one Party could reasonably require the assistance of another such party (each a “Tax Assistance Matter”)the other Party in obtaining any necessary information and in any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include, but not be limited to, furnishing and making available for duplication, prior years’ Tax Returns or return preparation packages, to the extent related to the Business packages 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 other party Party filing such Tax Returns as is relevant to the Tax Assistance Mattertheir preparation, and making their respective employees, outside consultants and advisors available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Such cooperation and information also shall include provision of powers of attorney to allow the other party to act with respect to the Tax Assistance Matter, promptly forwarding copies of applicable appropriate notices and forms or other communications received from or sent to any Taxing Authority Governmental Entity 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 workpaperswork papers, 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 Party may possess. Each of the Purchaser and the Seller agree to, and, in the case of the Purchaser, it agrees to cause the Company and the Subsidiaries to, retain all books and records with respect to Tax matters pertinent to the Company or the Subsidiaries relating to any Tax period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the other party, any extensions thereof) of the respective Taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. The Buyers Purchaser, the Seller, the Company and Xxxxxx the Subsidiaries 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. To the extent necessary in connection with any such Tax Assistance Matter, each Party shall provide to the other Party and such other Party’s Affiliates, authorized accountants, counsel and other designated representatives access (including using commercially reasonable efforts to give access to third parties possessing information and providing reasonable access to its own employees who are in possession of relevant information) and duplicating rights during normal business hours to all non-privileged records, books, contracts, instruments, documents, correspondence, computer data and other data and information (collectively, “Information”) within the possession or control of such Party or its Affiliates, relating to the particular Tax Assistance Matter prior to the Closing, insofar as such access is reasonably required by the other Party for purposes of addressing such Tax Assistance Matter.

Cooperation on Tax Matters; Tax Audits. The Buyers Buyer shall provide to the Representative, and Xxxxxx the Representative shall provide to Buyer, such material documents and their respective Affiliates shall cooperate other relevant information, without charge and in a timely fashion, as each may reasonably request of the other, in connection with each the preparation, review and filing of Tax Returns pursuant to Section 8.03(a) and any audit, litigation or other in preparing all Tax Returns, prosecuting any claims for Tax refunds Proceeding or petitions for relief, defending or contesting any Tax claims or assessments for any Tax periods or otherwise communicating or interacting with any applicable Governmental Entity responsible for, or acting governmental investigation with respect toto Taxes imposed on HIG Holdco, the imposition Company or any of Taxes (the “Taxing Authority”) for which any such party could, for any reason, require the assistance of another such party (each a “Tax Assistance Matter”)its Subsidiaries. Such cooperation shall includeinclude the retention and, but not be limited toupon the other Party’s request, furnishing the provision of records and information that are reasonably relevant to any such audit, litigation or other Proceeding or governmental investigation and making available for duplication, 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 such other information within such party’s possession requested by the other party as is relevant to the Tax Assistance Matter. Such cooperation and information also shall include provision of powers of attorney to allow the other party to act with respect to the Tax Assistance Matter, promptly forwarding copies of applicable 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. The Buyers and Xxxxxx and their respective Affiliates shall make their respective employees and facilities available on a mutually convenient basis to explain provide additional information and explanation of any documents or information material provided hereunder. Buyer agrees to retain all books and records with respect to Tax matters pertinent to HIG Holdco, the Company and its Subsidiaries relating to any Pre-Closing Tax Period in accordance with its normal document retention policies, and to abide by all record retention arrangements entered into with any Taxing Authority with respect thereto. If notice of any legal Proceeding or governmental investigation with respect to Taxes of the HIG Holdco, the Company or any of the Subsidiaries (a “Tax Claim”) shall be received by either party for which the Unitholders may reasonably be expected to be liable pursuant to Section 11.02(a), the notified party shall notify such other party in writing of such Tax Claim; provided, that the failure of the notified party to give the other party notice as provided herein shall not relieve such failing party of its obligations under Section 11.02 except to the extent that the other party is materially prejudiced thereby. Subject to the next sentence, Buyer shall have the right, at the expense of the Unitholders to the extent such Tax Claim is subject to indemnification by the Unitholders pursuant to Section 11.02(a), to represent the interests of HIG Holdco, the Company and the Subsidiaries in any Tax Claim; provided, that with respect to a Tax Claim relating to taxable periods ending on or before (or including) the Closing Date, the Representative shall have the right to participate, at its own expense, in the defense of such Tax Claim and Buyer shall not settle such Tax Claim without the consent of the Representative, which consent shall not be unreasonably withheld, conditioned or delayed. The Representative shall have the right to represent HIG Holdco, the Company and the Subsidiaries with respect to any Tax Claim that relates exclusively to a Pre-Closing Tax Period; provided, that Buyer shall have the right to participate, at its own expense, in the defense of any such Tax Claim, and the Representative shall not settle such Tax Claim without the consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. To the extent necessary there is a conflict between this Section 8.05 and any other provision in connection with any such Tax Assistance Matterthis Agreement, each Party this Section 8.05 shall provide to the other Party and such other Party’s Affiliates, authorized accountants, counsel and other designated representatives access (including using commercially reasonable efforts to give access to third parties possessing information and providing reasonable access to its own employees who are in possession of relevant information) and duplicating rights during normal business hours to all non-privileged records, books, contracts, instruments, documents, correspondence, computer data and other data and information (collectively, “Information”) within the possession or control of such Party or its Affiliates, relating to the particular Tax Assistance Matter prior to the Closing, insofar as such access is reasonably required by the other Party for purposes of addressing such Tax Assistance Mattercontrol.

Cooperation on Tax Matters; Tax Audits. The Buyers and Xxxxxx (a) Buyer, the Stockholders, Rotmans, and their respective Affiliates shall cooperate with each other in preparing the preparation and filing of all Tax Returns, prosecuting any claims for Tax refunds or petitions for relief, defending or contesting any Tax claims or assessments Returns for any Tax periods or otherwise communicating or interacting with any applicable Governmental Entity responsible for, or acting with respect to, the imposition of Taxes (the “Taxing Authority”) for which any such party could, for any reason, one Party could reasonably require the assistance of another such party (each a “Tax Assistance Matter”)the other Party in obtaining any necessary information and in any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include, but not be limited to, furnishing and making available for duplication, prior years’ Tax Returns or return preparation packages, to the extent related to the Business packages 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 other party Party filing such Tax Returns as is relevant to the Tax Assistance Mattertheir preparation. Such cooperation and information also shall include provision of powers of attorney to allow the other party to act with respect to the Tax Assistance Matter, promptly forwarding copies of applicable appropriate notices and forms or other communications received from or sent to any Taxing Authority Governmental Entity which relate to the BusinessRotmans, and providing copies of all relevant Tax Returns to the extent related to the BusinessRotmans, together with accompanying schedules and related workpaperswork papers, 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 Party may possess. The Buyers Each of Buyer and Xxxxxx the Stockholders agree to, and, in the case of Buyer that it agrees to cause Rotmans to, retain all books and records with respect to Tax matters pertinent to Rotmans relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the other party, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Buyer, Rotmans, 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. To the extent necessary in connection with any such Tax Assistance Matter, each Party shall provide to the other Party and such other Party’s Affiliates, authorized accountants, counsel and other designated representatives access (including using commercially reasonable efforts to give access to third parties possessing information and providing reasonable access to its own employees who are in possession of relevant information) and duplicating rights during normal business hours to all non-privileged records, books, contracts, instruments, documents, correspondence, computer data and other data and information (collectively, “Information”) within the possession or control of such Party or its Affiliates, relating to the particular Tax Assistance Matter prior to the Closing, insofar as such access is reasonably required by the other Party for purposes of addressing such Tax Assistance Matter.

Cooperation on Tax Matters; Tax Audits. (a) The Buyers and Xxxxxx the Sellers and their respective Affiliates shall cooperate with each other in preparing the preparation of all Tax Returns, prosecuting any claims for Tax refunds or petitions for relief, defending or contesting any Tax claims or assessments Returns for any Tax periods or otherwise communicating or interacting with any applicable Governmental Entity responsible for, or acting with respect to, the imposition of Taxes (the “Taxing Authority”) for which any such party could, for any reason, one Party could reasonably require the assistance of another such party (each a “Tax Assistance Matter”)the other Party in obtaining any necessary information. Such cooperation shall include, but not be limited to, furnishing and making available for duplication, prior years’ ' Tax Returns or return preparation packages, packages for each Business Subsidiary and for the Acquired Assets 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 other party Party filing such Tax Returns as is relevant to the Tax Assistance Mattertheir preparation. Such cooperation and information also shall include provision of powers of attorney to allow the other party to act with respect to the Tax Assistance Matter, promptly forwarding copies of applicable appropriate notices and forms or other communications received from or sent to any Taxing Authority which relate to the BusinessBusiness or any Business Subsidiary, and providing copies of all relevant Tax Returns of the Business Subsidiaries or 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. The Buyers and Xxxxxx the 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. To Notwithstanding anything to the extent contrary in Section 6.4, each of the Sellers and the Buyers shall retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of any Business Subsidiary for any taxable period that includes the Closing Date and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions or (ii) six years following the due date (without extension) for such Tax Returns. After such time, before any Seller or any Buyer shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an opportunity, after ninety (90) days' prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party's expense). Any information obtained under this Section 8.4 shall be kept confidential, except as may be otherwise necessary in connection with any such the filing of Tax Assistance Matter, each Party shall provide to the Returns or claims for refund or in conducting an audit or other Party and such other Party’s Affiliates, authorized accountants, counsel and other designated representatives access (including using commercially reasonable efforts to give access to third parties possessing information and providing reasonable access to its own employees who are in possession of relevant information) and duplicating rights during normal business hours to all non-privileged records, books, contracts, instruments, documents, correspondence, computer data and other data and information (collectively, “Information”) within the possession or control of such Party or its Affiliates, relating to the particular Tax Assistance Matter prior to the Closing, insofar as such access is reasonably required by the other Party for purposes of addressing such Tax Assistance Matterproceeding.