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

Cooperation on Tax Matters; Tax Audits. (i) Acquiror and Sellers shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns; any, examination, inquiry, or Action by any Governmental Authority relating to Taxes (“Tax Audit”); and any covenants under this Agreement relating to Tax matters. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any Tax Audit and making employees available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. The Parties agree (A) to retain all books and records with respect to Tax matters pertinent to the Companies 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 Authority, and (B) to give the other Party written notice reasonably in advance of transferring, destroying or discarding any such books and records and, if the other Party so requests, Acquiror or Sellers, as the case may be, shall allow the other Party to take possession of such books and records at such party’s expense.

Cooperation on Tax Matters; Tax Audits. (ia) Acquiror The Buyer and the Sellers shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns; any, examination, inquiry, or Action by any Governmental Authority relating Returns pursuant to Taxes (“Tax Audit”); this Article 5 and any covenants under this Agreement relating Tax Audit or other Proceeding with respect to Tax mattersTaxes. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any Tax Audit such audit or other Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any materials material provided hereunder. The Parties agree (Ai) to retain all books and records with respect to Tax matters pertinent to the Companies Company 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 partyBuyer or the Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental AuthorityTaxing Authority (any such agreements are listed in Schedule 5.5(a) hereof), and (Bii) to give the other Party reasonable written notice reasonably in advance of prior to transferring, destroying destroying, or discarding any such books and records and, if the other Party so requests, Acquiror the Buyer or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records at such party’s expenserecords.

Cooperation on Tax Matters; Tax Audits. (ia) Acquiror The Buyer and Sellers the Seller shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns; any, examination, inquiry, or Action by any Governmental Authority relating Returns pursuant to Taxes (“Tax Audit”); this Article 5 and any covenants under this Agreement relating Tax Audit or other Proceeding with respect to Tax mattersTaxes. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any Tax Audit such audit or other Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any materials material provided hereunder. The Parties agree (Ai) to retain all books and records with respect to Tax matters pertinent to the Companies Company 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 partyBuyer or the Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental AuthorityTaxing Authority (any such agreements are listed in Schedule 5.5(a) hereof), and (Bii) to give the other Party reasonable written notice reasonably in advance of prior to transferring, destroying destroying, or discarding any such books and records and, if the other Party so requests, Acquiror the Buyer or Sellersthe Seller, as the case may be, shall allow the other Party to take possession of such books and records at such party’s expenserecords.