Common use of Cooperation with Respect to Examinations and Controversies Clause in Contracts

Cooperation with Respect to Examinations and Controversies. The Parent, the Acquiror, the Guarantor and the Contributor shall use all reasonable efforts to cooperate with each other and their respective representatives, in a prompt and timely manner, in conjunction with any inquiry, audit, examination, investigation, dispute or litigation involving any Tax Return (collectively, the “Tax Disputes”) relating to the Contributed Assets and relating to any federal, state or local Taxes (i) filed or required to be filed by or for the Guarantor or the Contributor for any taxable period beginning before the Closing Date, or (ii) filed or required to be filed by or for the Parent or the Acquiror for any taxable period ending after the Closing Date. Notwithstanding anything to the contrary herein, the Contributor shall retain control of any Tax Dispute to the extent such Tax Dispute arises out of or is related to events or circumstances prior to the Closing, and the Acquiror shall retain control of any Tax Dispute to the extent such Tax Dispute arises out of or is related to events or circumstances after the Closing. Such cooperation shall include, but not be limited to, making available to one another during normal business hours, and within ten days of any reasonable request therefor, all books, records and information, and the assistance of all officers and employees, reasonably required in connection with any Tax inquiry, audit, examination, investigation, dispute, litigation or any other matter. The parties hereto agree to conduct any investigation or examination hereunder without causing any material interference or disruption of the operations of the business of any other party hereto or their Affiliates. The Contributor will retain, until the expiration of the applicable statutes of limitation (including any extensions thereof) copies of all Tax Returns, supporting work schedules and other records relating to Taxes for all taxable years or periods (or portions thereof) ending on or prior to the Closing Date.

Cooperation with Respect to Examinations and Controversies. The Parent, the AcquirorBuyer, the Guarantor and the Contributor Seller shall use all reasonable efforts to cooperate with each other and their respective representatives, in a prompt and timely manner, in conjunction with any inquiry, audit, examination, investigation, dispute or litigation involving any Tax Return (collectively, the “Tax Disputes”) relating to the Contributed Assets Membership Interests and relating to any federal, state or local Taxes (i) filed or required to be filed by or for the Guarantor or the Contributor Seller for any taxable period beginning before the Closing Date, or (ii) filed or required to be filed by or for the Parent or the Acquiror Buyer for any taxable period ending after the Closing Date. Notwithstanding anything to the contrary herein, the Contributor Seller shall retain control of any Tax Dispute to the extent such Tax Dispute arises out of or is related to events or circumstances prior to the Closing, and the Acquiror Buyer shall retain control of any Tax Dispute to the extent such Tax Dispute arises out of or is related to events or circumstances after the Closing. Such cooperation shall include, but not be limited to, making available to one another during normal business hours, and within ten days of any reasonable request therefor, all books, records and information, and the assistance of all officers and employees, reasonably required in connection with any Tax inquiry, audit, examination, investigation, dispute, litigation or any other matter. The parties hereto Parties agree to conduct any investigation or examination hereunder without causing any material interference or disruption of the operations of the business of any other party hereto Party or their Affiliates. The Contributor Seller will retain, until the expiration of the applicable statutes of limitation (including any extensions thereof) copies of all Tax Returns, supporting work schedules and other records relating to Taxes for all taxable years or periods (or portions thereof) ending on or prior to the Closing Date.

Cooperation with Respect to Examinations and Controversies. The Parent, the Acquiror, the Guarantor Buyer and the Contributor Shareholders shall use all reasonable efforts to cooperate with each other and their respective representatives, in a prompt and timely manner, in conjunction with any inquiry, audit, examination, investigation, dispute or litigation involving any Tax Return (collectively, the “Tax Disputes”) relating to the Contributed Assets Business and relating to any federal, state or local Taxes (i) filed or required to be filed by or for the Guarantor or the Contributor Shareholders for any taxable period beginning before the Closing Date, or (ii) filed or required to be filed by or for the Parent or the Acquiror Buyer for any taxable period ending after the Closing Date. Notwithstanding anything to the contrary herein, the Contributor Shareholders shall retain control of any Tax Dispute to the extent such Tax Dispute arises out of or is related to events or circumstances prior to the Closing, and the Acquiror Buyer shall retain control of any Tax Dispute to the extent such Tax Dispute arises out of or is related to events or circumstances after the Closing. Such cooperation shall include, but not be limited to, making available to one another during normal business hours, and within ten (10) days of any reasonable request therefor, all books, records and information, and the assistance of all officers and employees, reasonably required in connection with any Tax inquiry, audit, examination, investigation, dispute, litigation or any other matter. The parties hereto agree to conduct any investigation or examination hereunder without causing any material interference or disruption of the operations of the business of any other party hereto or their Affiliates. The Contributor Buyer will retain, until the expiration of the applicable statutes of limitation (including any extensions thereof) copies of all Tax Returns, supporting work schedules and other records relating to Taxes for all taxable years or periods (or portions thereof) ending on or prior to the Closing Date. Buyer agrees to give the Shareholders reasonable notice before amending the tax return for any taxable period ending prior to the Closing Date. Notwithstanding the foregoing, the Shareholders shall have no indemnification obligations with respect to the amendment by the Company of a tax return for any period prior to the Closing Date unless such amendment made is made on the basis of: (i) a final finding in a Tax Dispute requiring such amendment, or (ii) receipt of an opinion from an Board Certified Tax Attorney in the State of Louisiana who is a partner in an AV rated firm of more than 25 attorneys that the amendment of the tax return is necessary because the position taken on such return was more likely than not erroneous as a matter of law. The aforesaid opinion shall be provided to Shareholders for review at least thirty (30) days prior to the amendment of such return along with a statement regarding whether a claim for indemnification will be asserted as a result of such amendment.

Cooperation with Respect to Examinations and Controversies. The Parent, the Acquiror, the Guarantor Purchaser and the Contributor Seller shall use all reasonable efforts to cooperate with each other and their respective representatives, in a prompt and timely manner, in conjunction with any inquiry, audit, examination, investigation, dispute or litigation involving any Tax Return (collectively, the “Tax Disputes”) relating to the Contributed Purchased Assets and relating to any federal, state or local Taxes (i) filed or required to be filed by or for the Guarantor or the Contributor Seller for any taxable period beginning before the Pre-Closing DateTax Period, or (ii) filed or required to be filed by or for the Parent or the Acquiror Purchaser for any taxable period ending after Post-Closing Tax Period (collectively, the Closing Date“Tax Disputes”). Notwithstanding anything to the contrary herein, the Contributor Seller shall retain control of any Tax Dispute to the extent such Tax Dispute arises out of or is related to events or circumstances prior to the Closing, and the Acquiror Purchaser shall retain control of any Tax Dispute to the extent such Tax Dispute arises out of or is related to events or circumstances after the Closing. Such cooperation shall include, but not be limited to, making available to one another during normal business hours, and within ten (10) days of any reasonable request therefor, all books, records Books and Records and information, and the assistance of all any officers and employees, reasonably required in connection with any Tax inquiry, audit, examination, investigation, dispute, litigation or any other matter. The parties Parties hereto agree to conduct any investigation or examination hereunder without causing any material interference or disruption of the operations of the business of any other party Party hereto or their Affiliates. The Contributor Seller will retain, until the expiration of the applicable statutes of limitation (including any extensions thereof) copies of all Tax Returns, supporting work schedules and other records relating to Taxes for all taxable years or periods Pre-Closing Tax Periods. The Purchaser will retain, until the expiration of the applicable statutes of limitation (or portions including any extensions thereof) ending on or prior copies of all Tax Returns, supporting work schedules and other records relating to the Closing DateTaxes for all Straddle Periods.

Cooperation with Respect to Examinations and Controversies. The Parent, the Acquiror, the Guarantor Buyer ---------------------------------------------------------- and the Contributor Sellers shall use all reasonable efforts to cooperate with each other and their respective representatives, in a prompt and timely manner, in conjunction with any inquiry, audit, examination, investigation, dispute or litigation involving any Tax Return (collectively, the “"Tax Disputes”") relating to the Contributed Purchased Assets and relating to any federal, state or local Taxes (i) filed or required to be filed by or for the Guarantor or the Contributor Sellers for any taxable period beginning before the Closing Date, or (ii) filed or required to be filed by or for the Parent or the Acquiror Buyer for any taxable period ending after the Closing Date. Notwithstanding anything to the contrary herein, the Contributor Sellers shall retain control of any Tax Dispute to the extent such Tax Dispute arises out of or is related to events or circumstances prior to the Closing, Closing and the Acquiror Buyer shall retain control of any Tax Dispute to the extent such Tax Dispute arises out of or is related to events or circumstances after the Closing. Such cooperation shall include, but not be limited to, reasonable access to the Terminals, making available to one another during normal business hours, and within ten (10) days of any reasonable request therefor, all books, records and information, information and the assistance of all officers and employees., reasonably required in connection with any Tax inquiry, audit, examination, investigation, dispute, litigation or any other matter. The parties hereto agree to conduct any investigation or examination hereunder without causing any material interference or disruption of the operations of the business of any other party hereto or their Affiliates. The Contributor Sellers will retain, until the expiration of the applicable statutes of limitation limitations (including any extensions thereof) copies of all Tax Returns, supporting work schedules and other records relating to Taxes for all taxable years or periods (or portions thereof) ending on or prior to the Closing Date.