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

Cooperation on Tax Matters; Tax Audits. (a) Buyer and GB Ltd. shall, and shall cause their respective Affiliates to, reasonably cooperate in the preparation and filing of all Tax Returns and the conduct of any Tax Audit for any Tax periods for which any such person could reasonably require the assistance of another such person 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 Acquired Companies, the Acquired Assets or the AS&O Business, illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns or the conduct of the Tax Audit, and furnishing such other information, in each case, within such person’s possession and as reasonably requested by the person filing such Tax Returns or defending such Tax Audit as may be relevant. Such cooperation and information also shall include provision of powers of attorney for the purpose of signing Tax Returns and defending Tax 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 Acquired Companies or the AS&O Business, and providing copies of all relevant Tax Returns to the extent related to the Acquired Companies or the AS&O 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 person possesses. Buyer and GB Ltd. shall, and shall cause their respective Affiliates to, make their respective employees available on a mutually convenient basis to explain any documents or information provided hereunder. (b) GB Ltd. 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 in connection with resolution of a Tax Audit and to contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment made in connection with such Tax Audit of any Seller Return so long as, prior to taking control with respect to any such Tax Audit, GB Ltd. shall agree in writing to reimburse Buyer and its Affiliates (including each of the Acquired Companies) for all Taxes related to such Tax Audit; provided that (i) Buyer shall have the right to participate in such proceeding at its own expense, (ii) GB Ltd. shall consult with Buyer with respect to the resolution of any issue and (iii) to the extent such Tax Audit would increase the Taxes of Buyer or its Affiliates (including each of the Acquired Companies) in excess of the Taxes related to such Tax Audit, GB Ltd. shall not settle such Tax Audit or amend any Tax Return related to such Tax Audit (excluding any Tax Audit of a consolidated, unitary or combined Seller Return that includes entities other than the Acquired Companies), in each case, without the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed). Buyer shall have the right, at its own expense, to control any other Tax Audit, initiate any other claim for refund, and initiate any other contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes for taxable periods beginning before the Closing Date and ending after the Closing Date with respect to the Acquired Companies or the AS&O Business or any Tax Audit not controlled by GB Ltd.; provided that, (i) Buyer shall consult with GB Ltd. with respect to the resolution of any issue that would affect any Seller; (ii) GB Ltd. shall be entitled to participate in the defense of any such Tax claims at its own expense; and (iii) Buyer not settle any such issue, or file any amended Tax Return relating to such issue, without the consent of GB Ltd., which consent shall not be unreasonably conditioned or delayed.

Cooperation on Tax Matters; Tax Audits. (a) Buyer and GB Ltd. shall, the Seller and shall cause their respective Affiliates to, reasonably affiliates shall cooperate in the preparation and filing of all Tax Returns Returns, including with respect to the Section 338(h)(10) Election and the conduct of any Tax Audit other forms filed with such election, for any Tax periods for which any such person party could reasonably require the assistance of another such person 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 Acquired Companies, the Acquired Assets or the AS&O Business, Company illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns or the conduct of the Tax AuditReturns, and furnishing such other information, in each case, information within such personparty’s possession and as reasonably requested by the person party filing such Tax Returns or defending such Tax Audit as may be relevantis relevant to their preparation. Such cooperation and information also shall include provision of powers of attorney attorney, if reasonably necessary, for the purpose of signing Tax Returns and defending Tax Audits audits and promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any applicable Taxing Authority, Authority which relate to the Acquired Companies or the AS&O BusinessCompany, and providing copies of all relevant Tax Returns to the extent related to the Acquired Companies or the AS&O 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 person possessesparty may possess. Buyer and GB Ltd. shall, the Seller and shall cause their respective Affiliates to, affiliates shall make their respective employees and facilities available on a mutually convenient basis to explain any documents or information provided hereunder. (b) GB Ltd. The Seller shall have the right, at its own expense, to control any audit or examination by any Taxing Authority (“Tax Audit”)Authority, initiate any claim for refund in connection with resolution of a Tax Audit and to refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment made in connection with such Tax Audit of any Seller Return so long as, prior to taking control with respect relating to any such Tax Audit, GB Ltd. shall agree in writing to reimburse Buyer and its Affiliates (including each of the Acquired Companies) for all Taxes related to such for the Pre-Closing Tax Audit; provided that (i) Buyer shall have the right to participate in such proceeding at its own expense, (ii) GB Ltd. shall consult with Buyer Period with respect to the resolution of Company if such Taxes would be borne directly by the Seller or would be subject to full indemnification hereunder (“Tax Audit”), provided, that the Seller shall promptly resolve any issue and (iii) Tax Audit related to the extent Company. Buyer shall be entitled to participate in any such Tax Audit would increase and the Taxes of Buyer or its Affiliates (including each of the Acquired Companies) in excess of the Taxes related to such Tax Audit, GB Ltd. Seller shall not settle any such Tax Audit or amend any Tax Return related without Buyer’s consent (not to such Tax Audit (excluding any Tax Audit of a consolidated, unitary or combined Seller Return that includes entities other than the Acquired Companies), in each case, without the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed). Buyer shall have the right, at its own expense, right to control any other Tax Audittax audit or examination, initiate any other claim for refund, and initiate any other contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes for taxable periods beginning before the Closing Date and ending after the Closing Date with respect to the Acquired Companies or the AS&O Business or any Tax Audit not controlled by GB Ltd.Company; provided provided, that, with respect to (i) any state, local or foreign Taxes for any Straddle Period and (ii) any item the adjustment of which may cause the Seller to become obligated to make any payment pursuant to Section 7.1(a) hereof, Buyer shall consult with GB Ltd. the Seller with respect to the resolution of any issue that would affect any the Seller; (ii) GB Ltd. shall be entitled to participate in the defense of any such Tax claims at its own expense; and (iii) Buyer not settle any such issue, or file any amended Tax Return relating to such issue, without the consent of GB Ltd., which consent shall not be unreasonably conditioned or delayed.

Cooperation on Tax Matters; Tax Audits. (a) Buyer and GB Ltd. shall, PKI and shall cause their respective Affiliates to, reasonably shall cooperate in the preparation and filing of all Tax Returns and the conduct of any Tax Audit (as defined in Section 7.4(b)) for any Tax periods for which any such person party could reasonably require the assistance of another such person 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 Acquired Companies, the Acquired Assets or the AS&O Business, Business illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns or the conduct of the Tax Audit, and furnishing such other information, in each case, information within such personparty’s possession and as reasonably requested by the person party filing such Tax Returns or defending such Tax Audit as may be relevant, executing any Tax Returns or other documents as may be required, and facilitating payment of Taxes as may be required. Such cooperation and information also shall include provision of powers of attorney for the purpose of signing Tax Returns and defending Tax 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 Acquired Companies or the AS&O Business, and providing copies of all relevant Tax Returns to the extent related to the Acquired Companies or the AS&O Business, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Taxing Authority and and, to the extent relevant, records concerning the ownership and Tax basis of property, which the requested person possessesparty may possess. Buyer Buyer, PKI and GB Ltd. shall, and shall cause their respective Affiliates to, shall make their respective employees and facilities available on a mutually convenient basis to explain any documents or information provided hereunder. (b) GB Ltd. 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 in connection with resolution of a Tax Audit and to refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment made in connection with such Tax Audit of any Seller Return so long as, prior to taking control with respect relating to any such Tax Audit, GB Ltd. shall agree in writing to reimburse Buyer and its Affiliates (including each all Taxes of the Acquired Companies) for all Taxes related to such Tax Audit; provided that (i) Buyer shall have the right to participate in such proceeding at its own expense, (ii) GB Ltd. shall consult with Buyer Companies or with respect to the resolution of Acquired Assets for any issue and (iii) to taxable period ending on or before the extent such Tax Audit would increase the Taxes of Buyer or its Affiliates (including each of the Acquired Companies) in excess of the Taxes related to such Tax Audit, GB Ltd. shall not settle such Tax Audit or amend any Tax Return related to such Tax Audit (excluding any Tax Audit of a consolidated, unitary or combined Seller Return that includes entities other than the Acquired Companies), in each case, without the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed)Closing Date. Buyer shall have the right, at its own expense, to control any other Tax Audit, initiate any other claim for refund, and initiate any other contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes for taxable periods beginning before the Closing Date and ending after the Closing Date with respect to the Acquired Companies or the AS&O Business or any Tax Audit not controlled by GB Ltd.Acquired Assets; provided that, with respect to (i) any Taxes for a Straddle Period and (ii) any item the adjustment of which may cause any Seller to become obligated to make any payment pursuant to Section 7.1, Buyer shall consult with GB Ltd. PKI with respect to the resolution of any issue that would affect any Seller; (ii) GB Ltd. shall be entitled to participate in the defense of any such Tax claims at its own expense; , and (iii) Buyer not settle any such issue, or file any amended Tax Return relating to such issue, without the consent of GB Ltd., which PKI (such consent shall not to be unreasonably withheld, conditioned or delayed).

Cooperation on Tax Matters; Tax Audits. (a) Buyer and GB Ltd. shallThe Buyer, on the one hand, and shall cause the Savient Companies, on the other hand, and each of their respective Affiliates toAffiliates, reasonably shall cooperate in the preparation and filing of all Tax Returns and the conduct of any Tax Audit for any Tax periods for which any such person the Buyer, on the one hand, or either Savient Company, on the other hand, could reasonably require the assistance of another such person 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 Acquired Companies, the Acquired Assets or the AS&O Business, Business illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns or the conduct of the Tax AuditReturns, and furnishing such other information, in each case, information within such personother party’s possession and as reasonably requested by the person party filing such Tax Returns or defending such Tax Audit as may be relevantis 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 Tax Audits audits and promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Taxing Authority, applicable Governmental Entity which relate to the Acquired Companies or the AS&O Business, and providing copies of all relevant Tax Returns to the extent related to the Acquired Companies or the AS&O 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 person possessesparty may possess. Buyer and GB Ltd. shallEach of the Buyer, on the one hand, and shall cause the Savient Companies, on the other hand, and each of their respective Affiliates to, shall make their respective employees and facilities available on a mutually convenient basis to explain any documents or information provided hereunder. (b) GB Ltd. Savient shall have the right, at its own expense, to control (or to cause the Seller to control) any audit or examination by any Taxing Authority Governmental Entity (“Tax Audit”), initiate any claim for refund in connection with resolution of a Tax Audit and to refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment made in connection with such Tax Audit of any Seller Return so long as, prior to taking control with respect relating to any such Tax Audit, GB Ltd. shall agree in writing to reimburse Buyer and its Affiliates (including each of the Acquired Companies) for all Taxes related to such Tax Audit; provided that (i) Buyer shall have for any taxable period ending on or before the right to participate in such proceeding at its own expense, (ii) GB Ltd. shall consult with Buyer Closing Date with respect to the resolution of any issue and (iii) to the extent such Tax Audit would increase the Taxes of Buyer or its Affiliates (including each of the Acquired Companies) in excess of the Taxes related to such Tax Audit, GB Ltd. shall not settle such Tax Audit or amend any Tax Return related to such Tax Audit (excluding any Tax Audit of a consolidated, unitary or combined Seller Return that includes entities other than the Acquired Companies), in each case, without the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed)Business. The Buyer shall have the right, at its own expense, to control any other Tax Audit, initiate any other claim for refund, and initiate any other 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; provided that, with respect to (i) any Taxes for any taxable periods period beginning before the Closing Date and ending after the Closing Date with respect and (ii) any item the adjustment of which may cause either Savient Company to become obligated to make any payment pursuant to this Section 5.4(a), the Acquired Companies or the AS&O Business or any Tax Audit not controlled by GB Ltd.; provided that, (i) Buyer shall consult with GB Ltd. Savient with respect to the resolution of any issue that would affect any Seller; (ii) GB Ltd. shall be entitled to participate in the defense of any such Tax claims at its own expense; either Savient Company, and (iii) Buyer not settle any such issue, or file any amended Tax Return relating to such issue, without the prior written consent of GB Ltd.Savient. Where consent to a settlement is withheld by Savient pursuant to this Section 5.4(b), which consent Savient 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 be unreasonably conditioned or delayedexceed the liability that would have resulted had Savient not withheld its consent.