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

Cooperation on Tax Matters; Tax Audits. (a) The Purchaser, the Seller, the Company and the Subsidiaries and their respective Affiliates shall cooperate in the preparation and filing of all Tax Returns for any Tax periods for which one Party could reasonably require the assistance of 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 prior years’ Tax Returns or return preparation packages illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns, furnishing such other information within such Party’s possession requested by the Party filing such Tax Returns as is relevant to their 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 promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Governmental Entity which relate to the Company or any Subsidiary, and providing copies of all relevant Tax Returns to the extent related to the Company or any Subsidiary, together with accompanying schedules and related work papers, documents relating to rulings or other determinations by any Governmental Entity and records concerning the ownership and Tax basis of property, which the requested 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 Purchaser, the Seller, the Company and 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.

Cooperation on Tax Matters; Tax Audits. (a) The PurchaserBuyer shall provide to the Representative, the Seller, the Company and the Subsidiaries 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 preparation other, in connection with the preparation, review and filing of all Tax Returns for any Tax periods for which one Party could reasonably require the assistance of the other Party in obtaining any necessary information pursuant to Section 8.03(a) and in any audit, litigation or other proceeding Proceeding or governmental investigation with respect to TaxesTaxes imposed on HIG Holdco, the Company or any of its Subsidiaries. Such cooperation shall includeinclude the retention and, but not be limited toupon the other Party’s request, furnishing prior years’ Tax Returns or return preparation packages illustrating previous reporting practices or containing historical the provision of records and information that are reasonably relevant to the preparation of any such Tax Returnsaudit, furnishing such litigation or other information within such Party’s possession requested by the Party filing such Tax Returns as is relevant to their preparation, Proceeding or governmental investigation and making their respective employees, outside consultants and advisors employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Such cooperation and information also shall include promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Governmental Entity which relate to the Company or any Subsidiary, and providing copies of all relevant Tax Returns to the extent related to the Company or any Subsidiary, together with accompanying schedules and related work papers, documents relating to rulings or other determinations by any Governmental Entity and records concerning the ownership and Tax basis of property, which the requested Party may possess. Each of the Purchaser and the Seller agree to, and, in the case of the Purchaser, it Buyer agrees to cause the Company and the Subsidiaries to, retain all books and records with respect to Tax matters pertinent to HIG Holdco, the Company or the and its Subsidiaries relating to any Pre-Closing 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 periodsPeriod in accordance with its normal document retention policies, and to abide by all record retention agreements arrangements entered into with any Governmental EntityTaxing Authority with respect thereto. The PurchaserIf notice of any legal Proceeding or governmental investigation with respect to Taxes of the HIG Holdco, the SellerCompany 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 their respective Affiliates Buyer shall make their respective employees 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 facilities available on the Subsidiaries with respect to any Tax Claim that relates exclusively to a mutually convenient basis Pre-Closing Tax Period; provided, that Buyer shall have the right to explain participate, at its own expense, in the defense of any documents 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 information provided hereunderdelayed. To the extent there is a conflict between this Section 8.05 and any other provision in this Agreement, this Section 8.05 shall control.

Cooperation on Tax Matters; Tax Audits. (a) The PurchaserBuyer, the SellerStockholders, the Company and the Subsidiaries Rotmans, and their respective Affiliates shall cooperate in the preparation and filing of all Tax Returns for any Tax periods for which one Party could reasonably require the assistance of 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 prior years’ Tax Returns or return preparation packages 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, 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 promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Governmental Entity which relate to the Company or any SubsidiaryRotmans, and providing copies of all relevant Tax Returns to the extent related to the Company or any SubsidiaryRotmans, together with accompanying schedules and related work papers, documents relating to rulings or other determinations by any Governmental Entity and records concerning the ownership and Tax basis of property, which the requested Party may possess. Each of the Purchaser Buyer and the Seller Stockholders agree to, and, in the case of the Purchaser, Buyer that it agrees to cause the Company and the Subsidiaries Rotmans to, retain all books and records with respect to Tax matters pertinent to the Company or the Subsidiaries Rotmans relating to any Tax 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 taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. The PurchaserBuyer, the SellerRotmans, the Company and 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.

Cooperation on Tax Matters; Tax Audits. (a) The Purchaser, the Seller, the Company Buyers and the Subsidiaries Xxxxxx and their respective Affiliates shall cooperate with each other in the preparation and filing of preparing all Tax Returns 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 one Party could reasonably any such party could, for any reason, require the assistance of the other Party in obtaining any necessary information and in any audit, litigation or other proceeding with respect to Taxesanother 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 packages, to the extent related to the Business illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns, furnishing and such other information within such Partyparty’s possession requested by the Party filing such Tax Returns other party as is relevant to their 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 hereunderthe 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 appropriate applicable notices and forms or other communications received from or sent to any Governmental Entity Taxing Authority which relate to the Company or any SubsidiaryBusiness, and providing copies of all relevant Tax Returns to the extent related to the Company or any SubsidiaryBusiness, together with accompanying schedules and related work papersworkpapers, documents relating to rulings or other determinations by any Governmental Entity Taxing Authority and records concerning the ownership and Tax basis of property, which the requested Party party may possess. Each of the Purchaser The Buyers 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 Purchaser, the Seller, the Company and the Subsidiaries 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 Purchaser, the Seller, the Company Buyers and the Subsidiaries Sellers and their respective Affiliates shall cooperate in the preparation and filing of all Tax Returns for any Tax periods for which one Party could reasonably require the assistance of the other Party in obtaining any necessary information and in any audit, litigation or other proceeding with respect to Taxesinformation. Such cooperation shall include, but not be limited to, furnishing prior years’ ' Tax Returns or return preparation 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 's possession requested by the Party filing such Tax Returns as is relevant to their 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 promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Governmental Entity Taxing Authority which relate to the Company Business or any Business Subsidiary, and providing copies of all relevant Tax Returns of the Business Subsidiaries or to the extent related to the Company or any SubsidiaryBusiness, together with accompanying schedules and related work papersworkpapers, documents relating to rulings or other determinations by any Governmental Entity Taxing Authority and records concerning the ownership and Tax basis of property, which the requested Party may possess. Each of the Purchaser The Buyers 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 Purchaser, the Seller, the Company and the Subsidiaries 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. Notwithstanding anything to the 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 the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Cooperation on Tax Matters; Tax Audits. (a) The Purchaser, the Seller, the Company Buyer and the Subsidiaries Seller and their respective Affiliates shall cooperate in the preparation and filing of all Tax Returns and the conduct of any Tax audit or contest for any Tax periods for which one Party any such person could reasonably require the assistance of the other Party another such person in obtaining any necessary information and in any audit, litigation or other proceeding with respect to Taxesinformation. 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 Company illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax ReturnsReturns or the conduct of any such audit or contest, furnishing such other information within such Partyparty’s possession requested by the Party party filing such Tax Returns or defending such Tax audit or contest as is relevant to their preparationmay be relevant, executing any Tax Returns or other documents as may be required, and making their respective employees, outside consultants and advisors available on a mutually convenient basis to provide additional information and explanation facilitating payment of any material provided hereunderTaxes as may be required. Such cooperation and information also shall include promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Governmental Entity applicable governmental authority responsible for the imposition of Taxes (the “Taxing Authority”) which relate to the Company or any SubsidiaryCompany, and providing copies of all relevant Tax Returns to the extent related to the Company or any SubsidiaryCompany, together with accompanying schedules and related work papersworkpapers, documents relating to rulings or other determinations by any Governmental Entity and Taxing Authority and, to the extent relevant, records concerning the ownership and Tax basis of property, which the requested Party party may possess. Each of the Purchaser Buyer 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 Purchaser, the Seller, the Company and 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. Buyer shall consult with Seller with respect to the resolution of any issue that would affect Seller or any of its Affiliates, and not settle any such issue, or file any amended Tax Return relating to such issue, without the consent of Seller, such consent not to be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary, the Seller shall control any tax audit or contest related to Pre-Closing Group Tax Returns; provided that the Seller shall consult with the Buyer with respect to the resolution of any issue that would affect Buyer or any of its Affiliates, and not settle any such issue, or file any amended Tax Return relating to such issue, without the consent of Buyer, such consent not to be unreasonably withheld, conditioned or delayed. Section 8.1(c) shall apply to any cooperation provided in this Section 7.4 mutatis mutandis.