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

Cooperation on Tax Matters; Tax Audits. (a) Buyer and Seller and their respective Affiliates shall cooperate in the preparation 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. 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 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 may possess. Buyer and 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. (b) Seller shall have the right, at its own expense, to control any audit or examination by any Taxing Authority ("Tax Audit"), initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes for any taxable period ending on or before the Closing Date with respect to the Business. Buyer shall have the right, at its own expense, to control any other Tax Audit, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to the Business, including a potential liability for Taxes in taxable periods ending after the Closing Date as a result of a compromise, contest or concession by Seller in a taxable period prior to the Closing Date; provided that, with respect to (i) any state, local or foreign Taxes for any taxable period beginning before the Closing Date and ending after the Closing Date and (ii) any item the adjustment of which may cause Seller to become obligated to make any payment pursuant to Section 9.1(a) hereof, Buyer shall consult with Seller with respect to the resolution of any issue that would affect Seller, and not settle any such issue, or file any amended Tax Return relating to such issue, without the consent of Seller, which consent shall not be unreasonably withheld. Where consent to a settlement is withheld by Seller pursuant to this Section, Seller may continue or initiate any further proceedings at its own expense, provided that any liability of Buyer, after giving effect to this Agreement, shall not exceed the liability that would have resulted had Seller not withheld its consent.

Cooperation on Tax Matters; Tax Audits. (a) Buyer and Seller The Parties and their respective Affiliates shall cooperate in the preparation 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. 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 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 BusinessReturns, together with accompanying schedules and related workpaperswork papers, 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 Seller 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. (b) Seller Emerson shall have the right, at its own expense, to control any audit or examination by any Taxing Authority ("Tax Audit")Audxx, initiate xxxtiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes for which it is liable under Section 9.3(a) for any taxable period ending on or before the Closing Date with respect to the Businessany Company and any Company Subsidiary. The Buyer shall have the right, at its own expense, to control any other Tax Audit, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to the Business, including a potential liability for Taxes in taxable periods ending after the Closing Date as a result of a compromise, contest or concession by Seller in a taxable period prior to the Closing Dateany Company and any Company Subsidiary; provided that, with respect to (i) any state, local or foreign Taxes for any taxable period beginning before the Closing Date and ending after the Closing Date and (ii) any item the adjustment of which may cause Seller Emerson to become obligated to make any payment pursuant to Section 9.1(a9.2(x) hereofxxxxof, the Buyer shall consult with Seller Emerson with respect to the resolution of any issue that would affect SellerEmxxxxx, and not settle any such issue, or file any amended Tax Return relating rxxxxxxx to such issue, without the consent of SellerEmerson, which consent shall not unreasonably be unreasonably withheld. Where consent to a settlement xx x xettlement is withheld by Seller Emerson pursuant to this Section, Seller Emerson may continue or initiate any further fxxxxxx proceedings at its own expenseexpexxx, provided xxovided that any liability of the Buyer, after giving effect to this Agreement, shall not exceed the liability that would have resulted had Seller Emerson not withheld its consent.

Cooperation on Tax Matters; Tax Audits. (a) Buyer and Seller Sellers and their respective Affiliates shall cooperate in the preparation of all Tax Returns 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' ’ 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 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 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 party may possess. Buyer and Seller 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. (b) Seller Sellers shall have the right, at its their own expense, to control any audit or examination by any Taxing Authority ("“Tax Audit"”), initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes for any taxable period ending on or before the Closing Date with respect to the Business. Buyer shall have the right, at its own expense, to control any other Tax Audit, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to the Business, including a potential liability for Taxes in taxable periods ending after the Closing Date as a result of a compromise, contest or concession by Seller in a taxable period prior to the Closing Date; provided that, with respect to (i) any state, local or foreign Taxes for any taxable period beginning before the Closing Date and ending after the Closing Date and (ii) any item the adjustment of which may cause any Seller to become obligated to make any payment pursuant to Section 9.1(a) hereofthis Agreement, Buyer shall consult with Seller Sellers with respect to the resolution of any issue that would affect any Seller, and not settle any such issue, or file any amended Tax Return relating to such issue, without the consent of SellerSellers, which consent shall not be unreasonably withheld. Where consent to a settlement is withheld by Seller pursuant to this Section, Seller may continue or initiate any further proceedings at its own expense, provided that any liability of Buyer, after giving effect to this Agreement, shall not exceed the liability that would have resulted had Seller not withheld its consent.

Cooperation on Tax Matters; Tax Audits. (a) Buyer The Buyers and Seller Xxxxxx and their respective Affiliates shall cooperate with each other in the preparation 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 informationanother 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, and furnishing such other information within such Party's party’s possession requested by the Party filing such Tax Returns other party as is relevant to their preparationthe Tax Assistance Matter. Such cooperation and information also shall include without limitation provision of powers of attorney for to allow the purpose of signing other party to act with respect to the Tax Returns and defending audits and Assistance Matter, promptly forwarding copies of appropriate applicable 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 The Buyers and Seller 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 (b) Seller shall have the right, at including using commercially reasonable efforts to give access to third parties possessing information and providing reasonable access to its own expenseemployees who are in possession of relevant information) and duplicating rights during normal business hours to all non-privileged records, to books, contracts, instruments, documents, correspondence, computer data and other data and information (collectively, “Information”) within the possession or control any audit of such Party or examination by any Taxing Authority ("Tax Audit")its Affiliates, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes for any taxable period ending on or before the Closing Date with respect to the Business. Buyer shall have the right, at its own expense, to control any other particular Tax Audit, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to the Business, including a potential liability for Taxes in taxable periods ending after the Closing Date as a result of a compromise, contest or concession by Seller in a taxable period Assistance Matter prior to the Closing Date; provided thatClosing, with respect to (i) any state, local or foreign Taxes insofar as such access is reasonably required by the other Party for any taxable period beginning before the Closing Date and ending after the Closing Date and (ii) any item the adjustment purposes of which may cause Seller to become obligated to make any payment pursuant to Section 9.1(a) hereof, Buyer shall consult with Seller with respect to the resolution of any issue that would affect Seller, and not settle any addressing such issue, or file any amended Tax Return relating to such issue, without the consent of Seller, which consent shall not be unreasonably withheld. Where consent to a settlement is withheld by Seller pursuant to this Section, Seller may continue or initiate any further proceedings at its own expense, provided that any liability of Buyer, after giving effect to this Agreement, shall not exceed the liability that would have resulted had Seller not withheld its consentAssistance Matter.

Cooperation on Tax Matters; Tax Audits. (a) Buyer and Seller and their respective Affiliates shall cooperate in the preparation 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. 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 possession requested by the 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 may possess. Buyer and 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. (b) Seller shall have the right, at its own expense, to control any audit or examination by any Taxing Authority ("Tax Audit"), initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes for any taxable period ending on or before the Closing Date with respect to the Business. Buyer shall have the right, at its own expense, to control any other Tax Audit, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to the Business, including a potential liability for Taxes in taxable periods ending after the Closing Date as a result of a compromise, contest or concession by Seller in a taxable period prior to the Closing Date; provided that, with respect to (i) any state, local or foreign Taxes for any taxable period beginning before the Closing Date and ending after the Closing Date and (ii) any item the adjustment of which may cause Seller to become obligated to make any payment pursuant to Section 9.1(a) hereof, Buyer shall consult with Seller with respect to the resolution of any issue that would affect Seller, and not settle any such issue, or file any amended Tax Return relating to such issue, without the consent of Seller, which consent shall not be unreasonably withheld. Where consent to a settlement is withheld by Seller pursuant to this Section, Seller may continue or initiate any further proceedings at its own expense, provided that any liability of Buyer, after giving effect to this Agreement, shall not exceed the liability that would have resulted had Seller not withheld its consent.

Cooperation on Tax Matters; Tax Audits. (a) The Buyer and Seller the Stockholder Representatives and their respective Affiliates shall cooperate in the preparation 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. 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 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 ’s possession requested by the 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") 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. The Buyer and Seller and their respective Affiliates the 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. (b) Seller The Indemnifying Stockholders shall have the right, at its their own expense, to control any audit or examination by any Taxing Authority ("Tax Audit"), initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes for any taxable period ending on or before the Closing Date with respect to the BusinessCompany and any Subsidiary, provided, however, that to the extent that any such Tax Audit, claim for refund, contest, assessment, deficiency or adjustment affects any Tax items of the Surviving Corporation or any Subsidiaries for any taxable period beginning on or after the Closing Date, Indemnifying Stockholders shall keep the Buyer informed about such matters. The Buyer shall have the right, at its own expense, to control any other Tax Audit, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to the Business, including a potential liability for Taxes in taxable periods ending after the Closing Date as a result of a compromise, contest or concession by Seller in a taxable period prior to the Closing DateCompany and any Subsidiary; provided that, with respect to (i) any state, local or foreign Taxes for any taxable period beginning before the Closing Date and ending after the Closing Date and (ii) any item the adjustment of which may cause Seller the Indemnifying Stockholders to become obligated to make any payment pursuant to Section 9.1(a7.2(a) hereof, the Buyer shall consult with Seller the Indemnifying Stockholders with respect to the resolution of any issue that would affect Sellerthe Indemnifying Stockholders, and not settle any such issue, or file any amended Tax Return relating to such issue, without the consent of Seller, which consent shall not be unreasonably withheldthe Indemnifying Stockholders. Where consent to a settlement is withheld by Seller the Indemnifying Stockholders pursuant to this SectionSection 7.4(b), Seller the Indemnifying Stockholders may continue or initiate any further proceedings at its own expense, provided that any liability of the Buyer, after giving effect to this Agreement, shall not exceed the liability that would have resulted had Seller the Indemnifying Stockholders not withheld its consent.