Common use of Cooperation on Tax Matters Clause in Contracts

Cooperation on Tax Matters. Buyer and Seller shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns pursuant to this Article XI and any audit, litigation or other proceeding with respect to Taxes. 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 such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

Cooperation on Tax Matters. Buyer and Seller shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing of any Tax Returns pursuant to this Article XI Return and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention Buyer and (Seller further agree, upon the other Party's request) the provision of records and information that are reasonably relevant , to use commercially reasonable best efforts to obtain any such audit, litigation certificate or other proceeding and making employees available document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed on a mutually convenient basis Buyer or Seller (including with respect to provide additional information and explanation of any material provided hereunderthe transactions contemplated hereby).

Cooperation on Tax Matters. The Buyer and the Seller shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with any Tax matters relating to the filing of Tax Returns pursuant to this Article XI and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and Company (upon the other Party's request) including by the provision of records and information that are reasonably relevant to any records or information). The party requesting such audit, litigation or cooperation shall pay the reasonable out-of-pocket expenses of the other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderparty.

Cooperation on Tax Matters. Buyer and Seller shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns pursuant to this Article XI and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other Party's ’s request) the provision of records and information that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

Cooperation on Tax Matters. Buyer Buyer, the Company and Seller shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns pursuant to this Article XI of the Company and any audit, litigation or other proceeding with respect to TaxesTaxes of the Company. Such cooperation shall include the retention and (upon the other Party's party’s request) the provision of records and information that which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

Cooperation on Tax Matters. Buyer and Seller the Sellers’ Representative shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing of Tax Returns pursuant to this Article XI Agreement and any audit, litigation or other proceeding with respect to TaxesTax Contest. Such cooperation shall include the retention and (upon the other Party's party’s request) the provision of records and information that are which may be reasonably relevant to any such audit, litigation Tax Return or other proceeding Tax Contest and making employees appropriate persons available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

Cooperation on Tax Matters. Buyer Buyer, Seller and Seller the Subsidiary shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns pursuant to this Article XI and any audit, litigation or other proceeding with respect to Taxes. 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 such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

Cooperation on Tax Matters. Buyer and Seller shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing of Tax Returns pursuant to this Article XI tax returns and any audit, litigation or other proceeding with respect to Taxestaxes. Such cooperation shall include the retention and (upon the other Party's party’s request) the provision of records and information that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderunder this Agreement.

Cooperation on Tax Matters. Buyer Purchaser and Seller shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing of Tax Returns pursuant to this Article XI tax returns and any audit, litigation or other proceeding with respect to Taxestaxes. Such cooperation shall include the retention and (upon the other Party's party’s request) the provision of records and information that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderunder this Agreement.

Cooperation on Tax Matters. Buyer and Seller Sellers shall cooperate fullycooperate, as and to the extent reasonably requested by the other Partyparty, in connection with the preparation, filing and execution of Tax Returns pursuant to this Article XI and any audit, litigation or other proceeding action with respect to Taxes. Such cooperation shall include the retention and (upon the other Party's ’s request) the provision of records and information or portions thereof that are reasonably relevant to any such audit, litigation Tax Return or other proceeding action and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.hereunder or, to the extent necessary, to testify at any such

Cooperation on Tax Matters. Buyer and Seller Sellers shall cooperate fully, fully as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns pursuant to this Article XI of the Company and any audit, litigation or other proceeding with respect to TaxesTaxes of the Company. Such cooperation shall include the retention and (upon the other Party's ’s request) the provision of records and information that which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

Cooperation on Tax Matters. Buyer Buyer, the Acquired Companies and Seller shall cooperate fully, as and to the extent reasonably requested by the other Partya party hereto, in connection with the filing of Tax Returns pursuant to this Article XI Agreement and any audit, litigation or other proceeding with respect to TaxesTax Contest. Such cooperation shall include the retention and (upon the other Party's parties’ request) the provision of records and information that which are reasonably relevant to any such audit, litigation or other proceeding matter and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

Cooperation on Tax Matters. Buyer and The Purchaser, the Seller Parties shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing of Tax Returns pursuant to this Article XI Section 8.1 and any audit, litigation audit or other proceeding Claim with respect to Taxes. Such cooperation shall include the retention and (upon the other Party's party’s request) the provision of records and information that are reasonably relevant to any such auditTax Return, litigation audit or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderClaim.

Cooperation on Tax Matters. The Sellers and Buyer and Seller shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns pursuant to this Article XI Agreement and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other Party's ’s request) the provision of records and information that which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

Cooperation on Tax Matters. Buyer and Seller Sellers shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing of Tax Returns pursuant to this Article XI and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other Partyparty's request) the provision of records and information that which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.additional

Cooperation on Tax Matters. The Seller and Buyer and Seller shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing of Tax Returns pursuant to this Article XI and any audit, litigation or other proceeding with respect to Taxestaxes. Such cooperation shall include the retention and (upon the other Partyparty's request) the provision of records and information that which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of on any material provided hereunder. 12.

Cooperation on Tax Matters. Buyer Buyer, Seller and Seller Shareholder shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing and preparation of Tax Returns pursuant to this Article XI X and any audit, litigation or other proceeding with respect to Taxesrelated thereto. Such cooperation shall include the retention and (upon the other Party's party’s request) the provision of records and information that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

Cooperation on Tax Matters. The Buyer and the Seller shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing of Tax Returns pursuant to this Article XI X and any audit, litigation or other proceeding with respect to Taxes. 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 such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

Cooperation on Tax Matters. Buyer and Seller Sellers shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing of Tax Returns pursuant to this Article XI Agreement and any audit, litigation or other proceeding with respect to TaxesTax Contest. Such cooperation shall include the retention and (upon the other Party's party’s request) the provision of records and information that are which may be reasonably relevant to any such audit, litigation Tax Return or other proceeding Tax Contest and making employees appropriate persons available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

Cooperation on Tax Matters. Buyer and The Purchaser, the Seller Parties shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing of Tax Returns pursuant to this Article XI Section 8.1 and any audit, litigation audit or other proceeding Claim with respect to Taxes. Such cooperation shall include the retention and (upon the other Partyparty's request) the provision of records and information that are reasonably relevant to any such auditTax Return, litigation audit or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderClaim.

Cooperation on Tax Matters. Buyer Buyer, the Companies and Seller Sellers shall -------------------------- cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing of Tax Returns pursuant to this Article XI Section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other Partyparty's request) the provision of records and information that which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

Cooperation on Tax Matters. Buyer Buyer, the Seller and Seller its Subsidiary shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns pursuant to this Article XI and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other Party's ’s request) the provision of records and information that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

Cooperation on Tax Matters. Buyer The Purchaser, the Company and Seller shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing of Tax Returns pursuant to this Article XI Section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other Partyparty's request) the provision of records and information that which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

Cooperation on Tax Matters. Buyer Buyer, the Seller and Seller its Subsidiaries shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns pursuant to this Article XI and any audit, litigation or other proceeding with respect to Taxes. 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 such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

Cooperation on Tax Matters. Buyer Purchaser and Seller shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing of Tax Returns pursuant returns relating to this Article XI the Company and any audit, litigation or other proceeding with respect to TaxesTaxes relating to the Company, including any Tax claim. Such cooperation shall include the retention and (upon the other Party's party’s request) the provision of records and information that which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderhereunder or to testify at any proceeding.

Cooperation on Tax Matters. Buyer Purchaser and Seller the Sellers shall cooperate fully, as and to the extent reasonably requested by the other Partyeach other, in connection with the filing of Tax Returns pursuant to this Article XI and any audit, inquiry, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other Party's ’s request) the provision of records and information that which are reasonably relevant to any such audit, inquiry, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

Cooperation on Tax Matters. Buyer and Seller shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the preparation and filing of Tax Returns pursuant to this Article XI and any tax return, statement, report or form, any audit, litigation or other proceeding with respect to Taxestaxes. Such cooperation shall include the retention and (upon the other Party's party’s request) the provision of records and information that which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

Cooperation on Tax Matters. Buyer Buyer, the Company and its Subsidiaries, and Seller shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing of Tax Returns pursuant to this Article XI Agreement and any audit, litigation or other proceeding with respect to TaxesTax Contest. Such cooperation shall include the retention and (upon the other Party's party’s request) the provision of records and information that which are reasonably relevant to any such audit, litigation or other proceeding Tax Contest and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

Cooperation on Tax Matters. The Buyer and Seller shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing and preparation of Tax Returns pursuant to this Article XI 10 and any audit, litigation or other proceeding with respect to Taxesrelated thereto. Such cooperation shall include the retention and (upon the other Partyparty's request) the provision of records and information that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

Cooperation on Tax Matters. Buyer The Buyer, Seller and Seller Parent shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing and preparation of Tax Returns pursuant to this Article XI 11 and any audit, litigation or other proceeding with respect to Taxesrelated thereto. Such cooperation shall include the retention and (upon the other Party's party’s request) the provision of records and information that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

Cooperation on Tax Matters. Seller and Buyer and Seller shall cooperate fullycooperate, as and to the extent reasonably requested by the any other Party, in connection with the filing of Tax Returns pursuant to this Article XI Returns, and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other Party's party’s request) the provision of records and information that which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

Cooperation on Tax Matters. Buyer Buyer, Seller and Seller the Subsidiary shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns pursuant to this Article XI and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other Party's ’s request) the provision of records and information that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

Cooperation on Tax Matters. Buyer The Seller and Seller the Purchaser shall cooperate fully, as and to the extent reasonably requested by the other Partyother, in connection with the filing of Tax Returns pursuant to this Article XI and any audit, litigation audit or other proceeding Proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other Party's party’s request) the provision of records and information that are reasonably relevant to any such audit, litigation audit or other proceeding Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

Cooperation on Tax Matters. Buyer The Purchaser shall, and Seller shall cause Merial to, and Sellers shall cooperate fully, as and to the extent reasonably requested by the other Partyany party, in connection with the filing of Tax Returns pursuant to this Article XI and any audit, litigation or other proceeding with respect to TaxesTax Contest. Such cooperation shall include the retention and (upon the other Party's party’s request) the provision of records and information that which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

Cooperation on Tax Matters. Buyer Buyer, the Seller and Seller its Subsidiary shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns pursuant to this Article XI and any audit, litigation or other proceeding with respect to Taxes. 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 such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

Cooperation on Tax Matters. Buyer Purchaser and Seller shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing of Tax Returns pursuant returns relating to this Article XI the Company and any audit, litigation or other proceeding with respect to TaxesTaxes relating to the Company, including any Tax claim. Such cooperation shall include the retention and (upon the other Party's party s request) the provision of records and information that which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderhereunder or to testify at any proceeding.

Cooperation on Tax Matters. Buyer and Seller shall cooperate fullyprovide reasonable cooperation, as and to the extent reasonably requested by the other Party, in connection with the preparation and filing of any Tax Returns pursuant to this Article XI Return and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other Party's ’s request) the provision of records and information that which are reasonably relevant to any such Tax Return, audit, litigation or other proceeding or any tax planning and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

Cooperation on Tax Matters. Buyer Purchaser, the Company and Seller shall each cooperate fully, as and to the extent reasonably requested by the other each Party, in connection with the filing of Tax Returns pursuant to this Article XI Agreement and any audit, litigation or other proceeding Tax Proceeding with respect to TaxesTaxes attributable to any Pre-Closing Tax Period. Such cooperation shall include the retention and (upon the other relevant Party's ’s request) the provision of records and information that which are reasonably relevant to any such audit, litigation or other proceeding Tax Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.