Common use of Cooperation on Tax Returns and Tax Proceedings Clause in Contracts

Cooperation on Tax Returns and Tax Proceedings. Purchaser and Seller shall cooperate fully as and to the extent reasonably requested by another Party, in connection with the filing of Tax Returns and any Proceeding (each a “Tax Proceeding”) with respect to Taxes imposed on or with respect to the Companies, the Company Assets and Company Businesses. Such cooperation shall include the retention and (upon another Party’s request) the provision of records and information which are reasonably relevant to any such Tax Return or Tax Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller further agrees, upon request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed on Purchaser or the Companies (including, but not limited to, with respect to the transactions contemplated hereby). Notwithstanding the above, the control and conduct of any Tax Proceeding that is a Claim shall be governed by Section 11.3.

Cooperation on Tax Returns and Tax Proceedings. Purchaser and Seller shall cooperate fully as and to the extent reasonably requested by another Party, in connection with the filing of Tax Returns and any Proceeding (each a “Tax Proceeding”) with respect to Taxes imposed on or with respect to the CompaniesCompany, the Company Assets and Company BusinessesBusiness. Such cooperation shall include the retention and (upon another Party’s request) the provision of records and information which are reasonably relevant to any such Tax Return or Tax Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller further agrees, upon request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed on Purchaser or the Companies Company (including, but not limited to, with respect to the transactions contemplated hereby). Notwithstanding the above, the control and conduct of any Tax Proceeding that is a Claim shall be governed by Section 11.3.

Cooperation on Tax Returns and Tax Proceedings. Purchaser and Seller shall The Parties will cooperate fully as and to the extent reasonably requested by another the other Party, in connection with the filing of Tax Returns and any Proceeding audit, litigation or other proceeding (each a “Tax Proceeding”) with respect to Taxes imposed on or with respect to the assets, operations or activities of the Acquired Companies, the Company Assets and Company Businesses. Such cooperation shall will include the retention and (upon another the request of the other Party’s request) the provision of records and information which are reasonably relevant to any such Tax Return or Tax Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller further agrees, upon request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed on Purchaser or the Companies (including, but not limited to, with respect to the transactions contemplated hereby). Notwithstanding the above, the control and conduct of any Tax Proceeding that is a Claim shall involves an Asserted Liability will be governed by Section 11.310.5; provided, however, that the Seller shall not settle or compromise, without the Buyer’s prior written consent, any such Tax Proceeding that Seller controls pursuant to Section 10.5(b) the resolution of which would reasonably be expected to adversely affect the Buyer.