Common use of Cooperation Regarding Taxes Clause in Contracts

Cooperation Regarding Taxes. After the Closing Date, Company and Transferor shall cooperate with each other and with each other's agents, including accounting firms and legal counsel, in connection with matters relating to Taxes of Company, Transferor and their affiliates including (i) the preparation and filing of any Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such information and documents shall be delivered without representation or warranty and shall include, without limitation, records, returns, schedules, documents, work papers or other relevant materials. Company and Transferor shall also make available to each other, as reasonably requested and on a mutually convenient basis, personnel (including officers, directors, employees and agents of Company or Transferor or their respective affiliates) to provide such assistance as might be reasonably required in connection of the matters set forth in (i), (ii), (iii) and (iv) above. Any information provided under this Section 5.9 shall be kept confidential by the party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any communications with a tax authority or any administrative or judicial proceedings relating to Taxes or any Tax Return. Company and Transferor and their respective affiliates shall make available to each other for inspection and copying during normal business hours upon reasonable notice all Tax records in their possession to the extent reasonably required by the other party in connection with the preparation, review or audit of Tax Returns, Tax litigation and claims, and the resolution of items under this Agreement. All reasonable out-of-pocket costs and expenses incurred in connection with any of the foregoing actions shall be for the account of the party requesting such actions (subject to providing reasonable documentation of such out-of-pocket costs and expenses). Company and Transferor agree to retain all records relevant to the tax basis of the Assets and tax treatment of this Agreement for a period of seven years after the Closing Date. The provisions of this Section 5.9 shall survive Closing for a period of seven years after the Closing Date.

Cooperation Regarding Taxes. After the Closing Date, Company Buyer and Transferor Seller shall cooperate with each other and with each other's agents, including accounting firms and legal counsel, in connection with matters relating to Taxes of CompanyBuyer, Transferor Seller and their affiliates including (i) the preparation and filing of any Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such information and documents shall be delivered without representation or warranty and shall include, without limitation, records, returns, schedules, documents, work papers or other relevant materials. Company Buyer and Transferor Seller shall also make available to each other, as reasonably requested and on a mutually convenient basis, personnel (including officers, directors, employees and agents of Company Buyer or Transferor Seller or their respective affiliates) to provide such assistance as might be reasonably required in connection of the matters set forth in (i), (ii), (iii) and (iv) above. Any information provided under this Section 5.9 5.10 shall be kept confidential by the party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any communications with a tax authority or any administrative or judicial proceedings relating to Taxes or any Tax Return. Company Buyer and Transferor Seller and their respective affiliates shall make available to each other for inspection and copying during normal business hours upon reasonable notice all Tax records in their possession to the extent reasonably required by the other party in connection with the preparation, review or audit of Tax Returns, Tax litigation and claims, and the resolution of items under this Agreement. All reasonable out-of-pocket costs and expenses incurred in connection with any of the foregoing actions shall be for the account of the party requesting such actions (subject to providing reasonable documentation of such out-of-pocket costs and expenses). Company and Transferor agree to retain all records relevant to the tax basis of the Assets and tax treatment of this Agreement for a period of seven years after the Closing Date. The provisions of this Section 5.9 5.10 shall survive Closing for a period of seven years one year after the Closing Date.

Cooperation Regarding Taxes. After the Closing Date, Company Buyer and Transferor --------------------------- Seller shall cooperate with each other and with each other's agents, including accounting firms and legal counsel, in connection with matters relating to Taxes of CompanyBuyer, Transferor Seller and their affiliates including (i) the preparation and filing of any Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such information and documents shall be delivered without representation or warranty and shall include, without limitation, records, returns, schedules, documents, work papers or other relevant materials. Company Buyer and Transferor Seller shall also make available to each other, as reasonably requested and on a mutually convenient basis, personnel (including officers, directors, employees and agents of Company Buyer or Transferor Seller or their respective affiliates) to provide such assistance as might be reasonably required in connection of the matters set forth in (i), (ii), (iii) and (iv) above. Any information provided under this Section 5.9 5.10 shall be kept confidential by the party receiving the ---- information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any communications with a tax authority or any administrative or judicial proceedings relating to Taxes or any Tax Return. Company Buyer and Transferor Seller and their respective affiliates shall make available to each other for inspection and copying during normal business hours upon reasonable notice all Tax records in their possession to the extent reasonably required by the other party in connection with the preparation, review or audit of Tax Returns, Tax litigation and claims, and the resolution of items under this Agreement. All reasonable out-of-pocket costs and expenses incurred in connection with any of the foregoing actions shall be for the account of the party requesting such actions (subject to providing reasonable documentation of such out-of-pocket costs and expenses). Company and Transferor agree to retain all records relevant to the tax basis of the Assets and tax treatment of this Agreement for a period of seven years after the Closing Date. The provisions of this Section 5.9 5.10 shall survive Closing for a period of seven years one year after the Closing ---- Date.

Cooperation Regarding Taxes. After the Closing Date, Company and --------------------------- Transferor shall cooperate with each other and with each other's agents, including accounting firms and legal counsel, in connection with matters relating to Taxes of Company, Transferor and their affiliates including (i) the preparation and filing of any Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such information and documents shall be delivered without representation or warranty and shall include, without limitation, records, returns, schedules, documents, work papers or other relevant materials. Company and Transferor shall also make available to each other, as reasonably requested and on a mutually convenient basis, personnel (including officers, directors, employees and agents of Company or Transferor or their respective affiliates) to provide such assistance as might be reasonably required in connection of the matters set forth in (i), (ii), (iii) and (iv) above. Any information provided under this Section 5.9 shall be kept confidential by the party receiving the --- information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any communications with a tax authority or any administrative or judicial proceedings relating to Taxes or any Tax Return. Company and Transferor and their respective affiliates shall make available to each other for inspection and copying during normal business hours upon reasonable notice all Tax records in their possession to the extent reasonably required by the other party in connection with the preparation, review or audit of Tax Returns, Tax litigation and claims, and the resolution of items under this Agreement. All reasonable out-of-pocket costs and expenses incurred in connection with any of the foregoing actions shall be for the account of the party requesting such actions (subject to providing reasonable documentation of such out-of-pocket costs and expenses). Company and Transferor agree to retain all records relevant to the tax basis of the Assets and tax treatment of this Agreement for a period of seven years after the Closing Date. The provisions of this Section 5.9 shall survive Closing for a period of seven --- years after the Closing Date.