Common use of Cooperation Respecting Tax Matters Clause in Contracts

Cooperation Respecting Tax Matters. Each Party shall provide reasonable cooperation to the other Party and their counsel in respect of Tax matters arising under this Agreement (“Tax Matters”), including: (a) providing prompt notice to the other Party in writing of any pending or threatened Tax audits or assessments of US Holdco or its Subsidiary for tax periods for which the other may have a liability under this Agreement; (b) providing the other Party and its counsel with draft copies of all filings, motions, applications, correspondence and other documents the Party defending the claim intends to file with or deliver to any Governmental Authority in connection with a Tax Matter at least 10 Business Days prior to the date on which such documents are filed or delivered and considering the comments of the other Party and its counsel regarding such filings, motions, applications, correspondence and other documents; (c) promptly notifying the other Party of any communication the Party defending a Tax Matter receives from any Governmental Authority regarding such Tax Matter and providing the other Party with copies of all correspondence, filings or communications between such Party defending the claim, on the one hand, and any Governmental Authority or members of the staff of any Governmental Authority, on the other hand, in each case to the extent relating to any such Tax Matter; provided that the Purchaser shall in all cases have the right to attend any meetings or participate in other discussions (or have Purchaser’s counsel attend or participate) with the staff of any Governmental Authority or such Governmental Authority’s counsel; (d) keeping the other Party and its counsel advised on a prompt and ongoing basis of the status of such Tax Matter and any material changes or developments with respect thereto and promptly and fully responding to all requests for information, questions and comments of the other Party and its counsel from time to time. (e) making available to each other in a prompt fashion such Data, documents and other information as may reasonably be required for the preparation and filing of all Tax Returns, or for the conduct of any Tax Matter, and preserving all such Data, documents and information until the expiry of the limitation period under Applicable Law with respect to the taxation years or periods covered by such Returns, or until a Final Determination has been made in respect of such Tax Matter, as the case may be; and (f) promptly signing and delivering such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce) Taxes, or an exemption from (or an extension in respect of) an obligation to file Tax Returns.

Cooperation Respecting Tax Matters. Each Party shall provide reasonable cooperation to the other Party and their counsel in respect of Tax matters arising under this Agreement (“Tax Matters”), including:: CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FROM THE U.S. SECURITIES AND EXCHANGE COMMISSION FOR PORTIONS OF THIS AGREEMENT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. (a) providing prompt notice to the other Party in writing of any pending or threatened Tax audits or assessments of US Holdco either NovaGold Sub or its Subsidiary Amalco for tax periods for which the other may have a liability under this Agreement; (b) providing the other Party and its counsel with draft copies of all filings, motions, applications, correspondence and other documents the Party defending the claim intends to file with or deliver to any Governmental Authority in connection with a Tax Matter at least 10 Business Days prior to the date on which such documents are filed or delivered and considering the comments of the other Party and its counsel regarding such filings, motions, applications, correspondence and other documents; (c) promptly notifying the other Party of any communication the Party defending a Tax Matter receives from any Governmental Authority regarding such Tax Matter and providing the other Party with copies of all correspondence, filings or communications between such Party defending the claim, on the one hand, and any Governmental Authority or members of the staff of any Governmental Authority, on the other hand, in each case to the extent relating to any such Tax Matter; provided that the Purchaser shall in all cases have the right to attend any meetings or participate in other discussions (or have Purchaser’s counsel attend or participate) with the staff of any Governmental Authority or such Governmental Authority’s counsel; (d) keeping the other Party and its counsel advised on a prompt and ongoing basis of the status of such Tax Matter and any material changes or developments with respect thereto and promptly and fully responding to all requests for information, questions and comments of the other Party and its counsel from time to time.; (e) making available to each other in a prompt fashion such Datadata, documents and other information as may reasonably be required for the preparation and filing of all Tax Stub Period Returns, or for the conduct of any Tax Matter, and preserving all such Datadata, documents and information until the expiry of the limitation period under Applicable Law with respect to the taxation years or periods covered by such Stub Period Returns, or until a Final Determination has been made in respect of such Tax Matter, as the case may be; and (f) promptly signing and delivering such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce) Taxes, or an exemption from (or an extension in respect of) an obligation to file Tax Returns.

Cooperation Respecting Tax Matters. Each Party shall provide reasonable cooperation to the other Party and their counsel in respect of Tax matters arising under this Agreement (“Tax Matters”), including: (a) providing prompt notice to the other Party in writing of any pending or threatened Tax audits or assessments of US Holdco or its Subsidiary for tax periods for which the other may have a liability under this AgreementCorporation; (b) providing the other Party and its counsel with draft copies of all filings, motions, applications, correspondence and other documents the Party defending the claim intends to file with or deliver to any Governmental Authority in connection with a Tax Matter at least 10 Business Days prior to the date on which such documents are filed or delivered and considering the comments of the other Party and its counsel regarding such filings, motions, applications, correspondence and other documents; (c) promptly notifying the other Party of any communication the Party defending a Tax Matter receives from any Governmental Authority regarding such Tax Matter and providing the other Party with copies of all correspondence, filings or communications between such Party defending the claim, on the one hand, and any Governmental Authority or members of the staff of any Governmental Authority, on the other hand, in each case to the extent relating to any such Tax Matter; provided that the Purchaser shall in all cases have the right to attend any meetings or participate in other discussions (or have Purchaser’s counsel attend or participate) with the staff of any Governmental Authority or such Governmental Authority’s counsel; (d) keeping the other Party and its counsel advised on a prompt and ongoing basis of the status of such Tax Matter and any material changes or developments with respect thereto and promptly and fully responding to all requests for information, questions and comments of the other Party and its counsel from time to time.; (e) making available to each other in a prompt fashion such Data, documents and other information as may reasonably be required for the preparation and filing of all Tax Stub Period Returns, or for the conduct of any Tax Matter, and preserving all such Data, documents and information until the expiry of the limitation period under Applicable Law with respect to the taxation years or periods covered by such Stub Period Returns, or until a Final Determination has been made in respect of such Tax Matter, as the case may be; and (f) promptly signing and delivering such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce) Taxes, or an exemption from (or an extension in respect of) an obligation to file Tax Returns.

Cooperation Respecting Tax Matters. Each Party shall provide reasonable cooperation to the other Party and their counsel in respect of Tax matters arising under this Agreement (“Tax Matters”), including: (a) providing prompt notice to the other Party in writing of any pending or threatened Tax audits or assessments of US Holdco or its Subsidiary the Corporation for tax periods for which the other may have a liability under this Agreement; (b) providing the other Party and its counsel with draft copies of all filings, motions, applications, correspondence and other documents the Party defending the claim intends to file with or deliver to any Governmental Authority in connection with a Tax Matter at least 10 Business Days prior to the date on which such documents are filed or delivered and considering the comments of the other Party and its counsel regarding such filings, motions, applications, correspondence and other documents; (c) promptly notifying the other Party of any communication the Party defending a Tax Matter receives from any Governmental Authority regarding such Tax Matter and providing the other Party with copies of all correspondence, filings or communications between such Party defending the claim, on the one hand, and any Governmental Authority or members of the staff of any Governmental Authority, on the other hand, in each case to the extent relating to any such Tax Matter; provided that the Purchaser shall in all cases have the right to attend any meetings or participate in other discussions (or have Purchaser’s counsel attend or participate) with the staff of any Governmental Authority or such Governmental Authority’s counsel; (d) keeping the other Party and its counsel advised on a prompt and ongoing basis of the status of such Tax Matter and any material changes or developments with respect thereto and promptly and fully responding to all requests for information, questions and comments of the other Party and its counsel from time to time. (e) making available to each other in a prompt fashion such Datadata, documents and other information as may reasonably be required for the preparation and filing of all Tax Stub Period Returns, or for the conduct of any Tax Matter, and preserving all such Datadata, documents and information until the expiry of the limitation period under Applicable Law with respect to the taxation years or periods covered by such Stub Period Returns, or until a Final Determination final determination has been made in respect of such Tax Matter, as the case may be; and (f) promptly signing and delivering such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce) Taxes, or an exemption from (or an extension in respect of) an obligation to file Tax Returns.

Cooperation Respecting Tax Matters. Each Party shall provide reasonable cooperation to the other Party and their counsel in respect of Tax matters arising under this Agreement (“Tax Matters”), including: (a) providing prompt notice to the other Party in writing of any pending or threatened Tax audits or assessments of US Holdco either NovaGold Sub or its Subsidiary Amalco for tax periods for which the other may have a liability under this Agreement; (b) providing the other Party and its counsel with draft copies of all filings, motions, applications, correspondence and other documents the Party defending the claim intends to file with or deliver to any Governmental Authority in connection with a Tax Matter at least 10 Business Days prior to the date on which such documents are filed or delivered and considering the comments of the other Party and its counsel regarding such filings, motions, applications, correspondence and other documents; (c) promptly notifying the other Party of any communication the Party defending a Tax Matter receives from any Governmental Authority regarding such Tax Matter and providing the other Party with copies of all correspondence, filings or communications between such Party defending the claim, on the one hand, and any Governmental Authority or members of the staff of any Governmental Authority, on the other hand, in each case to the extent relating to any such Tax Matter; provided that the Purchaser shall in all cases have the right to attend any meetings or participate in other discussions (or have Purchaser’s counsel attend or participate) with the staff of any Governmental Authority or such Governmental Authority’s counsel; (d) keeping the other Party and its counsel advised on a prompt and ongoing basis of the status of such Tax Matter and any material changes or developments with respect thereto and promptly and fully responding to all requests for information, questions and comments of the other Party and its counsel from time to time.; (e) making available to each other in a prompt fashion such Datadata, documents and other information as may reasonably be required for the preparation and filing of all Tax Stub Period Returns, or for the conduct of any Tax Matter, and preserving all such Datadata, documents and information until the expiry of the limitation period under Applicable Law with respect to the taxation years or periods covered by such Stub Period Returns, or until a Final Determination has been made in respect of such Tax Matter, as the case may be; and (f) promptly signing and delivering such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce) Taxes, or an exemption from (or an extension in respect of) an obligation to file Tax Returns.

Cooperation Respecting Tax Matters. Each Party shall provide reasonable cooperation to the other Party and their counsel in respect of Tax matters arising under this Agreement (“Tax Matters”), including: (a) providing prompt notice to the other Party in writing of any pending or threatened Threatened Tax audits or assessments of US Holdco or its Subsidiary the Company for tax periods for which the other may have a liability under this Agreement; (b) providing the other Party and its counsel with draft copies of all filings, motions, applications, correspondence and other documents the Party defending the claim intends to file with or deliver to any Governmental Authority in connection with a Tax Matter at least 10 Business Days prior to the date on which such documents are filed or delivered and considering the comments of the other Party and its counsel regarding such filings, motions, applications, correspondence and other documents; (c) promptly notifying the other Party of any communication the Party defending a Tax Matter receives from any Governmental Authority regarding such Tax Matter and providing the other Party with copies of all correspondence, filings or communications between such Party defending the claim, on the one hand, and any Governmental Authority or members of the staff of any Governmental Authority, on the other hand, in each case to the extent relating to any such Tax Matter; provided that the Purchaser shall in all cases have the right to attend any meetings or participate in other discussions (or have Purchaser’s counsel attend or participate) with the staff of any Governmental Authority or such Governmental Authority’s counsel; (d) keeping the other Party and its counsel advised on a prompt and ongoing basis of the status of such Tax Matter and any material changes or developments with respect thereto and promptly and fully responding to all requests for information, questions and comments of the other Party and its counsel from time to time.; (e) making available to each other in a prompt fashion such Datadata, documents and other information as may reasonably be required for the preparation and filing of all Tax Stub Period Returns, or for the conduct of any Tax Matter, and preserving all such Datadata, documents and information until the expiry of the limitation period under Applicable Law with respect to the taxation years or periods covered by such Stub Period Returns, or until a Final Determination has been made in respect of such Tax Matter, as the case may be; and; (f) at the expense of the Vendor, providing such physical access to any property of the Company by GCL or any Affiliate, their experts and Representatives as may reasonably be required in connection with a Tax Matter (including, for greater certainty, any Tax Matter of GCL, the Vendor, any Affiliate or of any of their successors); (g) promptly signing and delivering such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce) Taxes, or an exemption from (or an extension in respect of) an obligation to file Tax Returns; and (h) cooperating, or causing the Company to cooperate, at the expense of the Vendor, in respect of any audit or other Tax proceeding of GCL in respect of a Pre-Closing Tax Period related to any Mine.

Cooperation Respecting Tax Matters. Each Party party shall provide reasonable cooperation to the other Party party and their counsel in respect of Tax matters arising under this Agreement (“"Tax Matters”"), including: (a) providing prompt notice to the other Party party in writing of any pending or threatened Tax audits or assessments of US Holdco Homestake or its Subsidiary Homestake Royalty for tax periods for which the other may have a liability under this Agreement; (b) providing the other Party party and its counsel with draft copies of all filings, motions, applications, correspondence and other documents the Party party defending the claim intends to file with or deliver to any Governmental Authority in connection with a Tax Matter at least 10 Business Days prior to the date on which such documents are filed or delivered and considering the comments of the other Party party and its counsel regarding such filings, motions, applications, correspondence and other documents; (c) promptly notifying the other Party party of any communication the Party party defending a Tax Matter receives from any Governmental Authority regarding such Tax Matter and providing the other Party party with copies of all correspondence, filings or communications between such Party party defending the claim, on the one hand, and any Governmental Authority or members of the staff of any Governmental Authority, on the other hand, in each case to the extent relating to any such Tax Matter; provided that the Purchaser shall in all cases have the right to attend any meetings or participate in other discussions (or have Purchaser’s 's counsel attend or participate) with the staff of any Governmental Authority or such Governmental Authority’s 's counsel; (d) keeping the other Party party and its counsel advised on a prompt and ongoing basis of the status of such Tax Matter and any material changes or developments with respect thereto and promptly and fully responding to all requests for information, questions and comments of the other Party party and its counsel from time to time. (e) making available to each other in a prompt fashion such Datadata, documents and other information as may reasonably be required for the preparation and filing of all Tax Stub Period Returns, or for the conduct of any Tax Matter, and preserving all such Datadata, documents and information until the expiry of the limitation period under Applicable Law with respect to the taxation years or periods covered by such Stub Period Returns, or until a Final Determination has been made in respect of such Tax Matter, as the case may be; and (f) promptly signing and delivering such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce) Taxes, or an exemption from (or an extension in respect of) an obligation to file Tax Returns.

Cooperation Respecting Tax Matters. Each Party shall provide reasonable cooperation to the other Party and their counsel in respect of any Tax matters arising under this Agreement (“Tax Matters”)matter, including: (a1) providing prompt notice (including a timely Claim Notice in accordance with Section 6.4, as applicable) to the other Party in writing of any pending or threatened Threatened Tax audits audits, examinations or assessments of US Holdco or its Subsidiary a Group Company for tax Tax periods for which the other may have a liability Liability under this AgreementAgreement or otherwise; (b2) providing the other Party and its counsel with draft copies of all filings, motions, applications, correspondence and other documents the Party defending the claim intends to file with or deliver to any Governmental Authority in connection with a Tax Matter at least 10 Business Days Claim as soon as reasonably practicable prior to the date on which such documents are filed or delivered and considering the comments of the other Party and its counsel regarding such filings, motions, applications, correspondence and other documents; (c3) promptly notifying the other Party of any communication the Party defending a Tax Matter Claim receives from any Governmental Authority regarding such Tax Matter Claim and providing the other Party with copies of all correspondence, filings or communications between such Party defending the claim, on the one hand, and any Governmental Authority or members of the staff of any Governmental Authority, on the other hand, in each case to the extent relating to any such Tax Matter; provided that the Purchaser shall in all cases have the right to attend any meetings or participate in other discussions (or have Purchaser’s counsel attend or participate) with the staff of any Governmental Authority or such Governmental Authority’s counselClaim; (d4) keeping the other Party and its counsel advised on a prompt and ongoing basis of the status of such Tax Matter Claim and any material changes or developments with respect thereto and promptly and fully responding to all requests for information, questions and comments of the other Party and its counsel from time to time.; (e5) making available to each other in a prompt fashion such Databooks, documents records, data, documents, and other information information, as well as properties and Employees, auditors and other personnel, as may reasonably be required for the preparation and filing of all Tax Returns, Returns or for the conduct of any Tax Matteraudit, examination or other proceeding, and preserving all such Databooks, records, data, documents and other information with respect to Tax matters pertinent to any Group Company with respect to any Pre-Closing Tax Period until the expiry of the limitation period under Applicable Law with respect to the taxation years or periods covered by such ReturnsLaw, or until a Final Determination has been made in respect of such Tax Matteraudit, examination or other proceeding, as the case may be; and (f6) promptly signing and delivering such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce) Taxescooperating, or an exemption from (or an extension causing the Group Companies to cooperate, in respect ofof any Tax audit, examination or other proceeding of Seller in respect of a Pre-Closing Tax Period related to the Mine. Notwithstanding anything to the contrary in this Agreement, Purchaser shall not be required to provide to any Person any right to access or to review any Tax Return of Purchaser or in respect of any Affiliated Group of which (i) an obligation Purchaser or any Affiliate of Purchaser (other than any Group Company), on the one hand, and (ii) any of the Group Companies, on the other hand, is or was a member, and Purchaser shall have exclusive control over any Tax audit, examination or other proceeding with respect to file any such Tax ReturnsReturn.

Cooperation Respecting Tax Matters. Each Party shall provide reasonable cooperation to the other Party and their counsel in respect of Tax matters arising under this Agreement (“Tax Matters”), including: (a) providing prompt notice to the other Party in writing of any pending or threatened Tax audits or assessments of US Holdco or its Subsidiary the Company for tax periods for which the other may have a liability under this Agreement; (b) providing the other Party and its counsel with draft copies of all filings, motions, applications, correspondence and other documents the Party defending the claim intends to file with or deliver to any Governmental Authority in connection with a Tax Matter at least 10 Business Days prior to the date on which such documents are filed or delivered and considering the comments of the other Party and its counsel regarding such filings, motions, applications, correspondence and other documents; (c) promptly notifying the other Party of any communication the Party defending a Tax Matter receives from any Governmental Authority regarding such Tax Matter and providing the other Party with copies of all correspondence, filings or communications between such Party defending the claim, on the one hand, and any Governmental Authority or members of the staff of any Governmental Authority, on the other hand, in each case to the extent relating to any such Tax Matter; provided that the Purchaser shall in all cases have the right to attend any meetings or participate in other discussions (or have Purchaser’s counsel Counsel attend or participate) with the staff of any Governmental Authority or such Governmental Authority’s counsel; (d) keeping the other Party and its counsel advised on a prompt and ongoing basis of the status of such Tax Matter and any material changes or developments with respect thereto and promptly and fully responding to all requests for information, questions and comments of the other Party and its counsel from time to time. (e) making available to each other in a prompt fashion such Data, documents and other information as may reasonably be required for the preparation and filing of all Tax Returns, or for the conduct of any Tax Matter, and preserving all such Data, documents and information until the expiry of the limitation period under Applicable Law with respect to the taxation years or periods covered by such Returns, or until a Final Determination has been made in respect of such Tax Matter, as the case may be; and (f) promptly signing and delivering such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce) Taxes, or an exemption from (or an extension in respect of) an obligation to file Tax Returns.

Cooperation Respecting Tax Matters. Each Party shall provide reasonable cooperation to the other Party and their counsel in respect of Tax matters arising or detailed under this Agreement (“Tax Matters”), including: (a) providing prompt notice to the other Party in writing of any pending or threatened Tax audits or assessments of US Holdco or its Subsidiary the Corporation for tax periods for which the other may have a liability under this Agreement; (b) providing the other Party and its counsel with draft copies of all filings, motions, applications, correspondence and other documents the Party defending the claim intends to file with or deliver to any Governmental Authority in connection with a Tax Matter at least 10 Business Days prior to the date on which such documents are filed or delivered and considering the comments of the other Party and its counsel regarding such filings, motions, applications, correspondence and other documents; (c) promptly notifying the other Party of any communication the Party defending a Tax Matter receives from any Governmental Authority regarding such Tax Matter and providing the other Party with copies of all correspondence, filings or communications between such Party defending the claim, on the one hand, and any Governmental Authority or members of the staff of any Governmental Authority, on the other hand, in each case to the extent relating to any such Tax Matter; provided that the Purchaser shall in all cases have the right to attend any meetings or participate in other discussions (or have Purchaser’s counsel attend or participate) with the staff of any Governmental Authority or such Governmental Authority’s counsel; (d) keeping the other Party and its counsel advised on a prompt and ongoing basis of the status of such Tax Matter and any material changes or developments with respect thereto and promptly and fully responding to all requests for information, questions and comments of the other Party and its counsel from time to time. (e) making available to each other in a prompt fashion such Datadata, documents and other information as may reasonably be required for the preparation and filing of all Tax Stub Period Returns, or for the conduct of any Tax Matter, and preserving all such Datadata, documents and information until the expiry of the limitation period under Applicable Law with respect to the taxation years or periods covered by such Stub Period Returns, or until a Final Determination final determination has been made in respect of such Tax Matter, as the case may be; and (f) promptly signing and delivering such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce) Taxes, or an exemption from (or an extension in respect of) an obligation to file Tax Returns.

Cooperation Respecting Tax Matters. Each Party shall provide reasonable cooperation to the other Party Parties and their respective counsel in respect of Tax matters arising under this Agreement (“"Tax Matters”"), including: (a) providing prompt notice to the other Party Parties in writing of any pending or threatened Tax audits or assessments of US Holdco the Corporation or its the Subsidiary for tax periods for which the other Parties may have a liability under this Agreement; (b) providing the other Party and its counsel with draft copies of all filings, motions, applications, correspondence and other documents the Party defending the claim intends to file with or deliver to any Governmental Authority in connection with a Tax Matter at least 10 Business Days prior to the date on which such documents are filed or delivered and considering the comments of the other Party and its counsel regarding such filings, motions, applications, correspondence and other documents; (c) promptly notifying the other Party of any communication the Party defending a Tax Matter receives from any Governmental Authority regarding such Tax Matter and providing the other Party with copies of all correspondence, filings or communications between such Party defending the claim, on the one hand, and any Governmental Authority or members of the staff of any Governmental Authority, on the other hand, in each case to the extent relating to any such Tax Matter; provided that the Purchaser shall in all cases have the right to attend any meetings or participate in other discussions (or have Purchaser’s counsel attend or participate) with the staff of any Governmental Authority or such Governmental Authority’s counsel; (d) keeping the other Party Parties and its their respective counsel advised on a prompt and ongoing basis of the status of such Tax Matter and any material changes or developments with respect thereto and promptly and fully responding to all requests for information, questions and comments of the other Party Parties and its their respective counsel from time to timetime as are reasonably required to be provided, answered or made. (ec) making available to each the other Parties in a prompt fashion such Datadata, documents and other information as may reasonably be required for the preparation and filing of all Tax Stub Period Returns, or for the conduct of any Tax Matter, and preserving all such Datadata, documents and information until the expiry of the limitation period under Applicable Law with respect to the taxation years or periods covered by such Stub Period Returns, or until a Final Determination has been made in respect of such Tax Matter, as the case may be; and (fd) promptly signing and delivering such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce) Taxes, or an exemption from (or an extension in respect of) an obligation to file Tax Returns; it being understood and agreed that for purposes of this Section 9.7, any notice or other information provided by Purchaser to the Sellers' Representative shall be deemed to have been given to all of the Sellers.

Cooperation Respecting Tax Matters. Each Party shall provide reasonable cooperation to the other Party Parties and their counsel in respect of Tax matters arising under this Agreement (“Tax Matters”), including: (a) providing prompt notice to the other Party Parties in writing of any pending or threatened Tax audits or assessments of US Holdco or its Subsidiary the Partnership for tax periods for which the other others may have a liability under this Agreement; (b) providing the other Party Parties and its their counsel with draft copies of all filings, motions, applications, correspondence and other documents the Party defending the claim intends to file with or deliver to any Governmental Authority in connection with a Tax Matter at least 10 Business Days prior to the date on which such documents are filed or delivered and considering the comments of the other Party Parties and its their counsel regarding such filings, motions, applications, correspondence and other documents; (c) promptly notifying the other Party Parties of any communication the Party defending a Tax Matter receives from any Governmental Authority regarding such Tax Matter and providing the other Party Parties with copies of all correspondence, filings or communications between such Party defending the claim, on the one hand, and any Governmental Authority or members of the staff of any Governmental Authority, on the other hand, in each case to the extent relating to any such Tax Matter; provided that the Purchaser shall in all cases have the right to attend any meetings or participate in other discussions (or have Purchaser’s counsel attend or participate) with the staff of any Governmental Authority or such Governmental Authority’s counsel; (d) keeping the other Party Parties and its their counsel advised on a prompt and ongoing basis of the status of such Tax Matter and any material changes or developments with respect thereto and promptly and fully responding to all requests for information, questions and comments of the other Party Parties and its their counsel from time to time.; (e) making available to each other in a prompt fashion such Data, documents and other information as may reasonably be required for the preparation and filing of all Tax Stub Period Returns, or for the conduct of any Tax Matter, and preserving all such Data, documents and information until the expiry of the limitation period under Applicable Law with respect to the taxation years or periods covered by such Stub Period Returns, or until a Final Determination has been made in respect of such Tax Matter, as the case may be; and (f) promptly signing and delivering such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce) Taxes, or an exemption from (or an extension in respect of) an obligation to file Tax Returns.