Common use of Cooperation with Respect to Tax Returns Clause in Contracts

Cooperation with Respect to Tax Returns. The Purchaser and the Seller Parties agree to furnish or cause to be furnished to each other, and each at their own expense, as promptly as practicable, such information (including access to books and records) and assistance, including making employees available on a mutually convenient basis to provide additional information and explanations of any material provided, relating to the Company as is reasonably necessary for the filing of any Tax Return, for the preparation for any audit, and for the prosecution or defense of any claim, suit or proceeding relating to any adjustment or proposed adjustment with respect to Taxes. The Purchaser or the Company shall retain in its possession, and shall provide the Seller Parties reasonable access to (including the right to make copies of), such supporting books and records and any other materials that the Seller Parties may specify with respect to Tax matters relating to any taxable period ending on or prior to the Closing Date until the relevant statute of limitations has expired. After such time, the Purchaser may dispose of such material, provided that prior to such disposition the Purchaser shall give the Seller Parties a reasonable opportunity to take possession of such materials.

Cooperation with Respect to Tax Returns. The Purchaser and the Seller Parties Representing Sellers agree to furnish or cause to be furnished to each other, and each at their own expense, as promptly as practicable, such information (including access to books and records) and assistance, including making employees available on a mutually convenient basis to provide additional information and explanations of any material provided, relating to the Company as is reasonably necessary for the filing of any Tax Return, for the preparation for any audit, and for the prosecution or defense of any claim, suit or proceeding relating to any adjustment or proposed adjustment with respect to Taxes. The Purchaser or the Company shall retain in its possession, and shall provide the Seller Parties Representing Sellers reasonable access to (including the right to make copies of), such supporting books and records and any other materials that the Seller Parties Representing Sellers may specify with respect to Tax matters relating to any taxable period ending on or prior to the Closing Date until the relevant statute of limitations has expired. After such time, the Purchaser may dispose of such material, provided that prior to such disposition the Purchaser shall give the Seller Parties Representing Sellers a reasonable opportunity to take possession of such materials.

Cooperation with Respect to Tax Returns. The Purchaser Parent and the Seller Parties agree to Sellers’ Representative shall furnish or cause to be furnished to each other, and each at their own expense, as promptly as practicable, such information (including access to books and records) and assistance, including making employees available on a mutually convenient basis to provide additional information and explanations of any material provided, relating to the Company or its Subsidiaries as is reasonably necessary for the filing of any Tax Return, for the preparation for any audit, and for the prosecution or defense of any claim, suit or proceeding relating to any adjustment or proposed adjustment with respect to Taxes. The Purchaser Parent or the Company shall retain in its possession, and shall provide the Seller Parties Sellers’ Representative reasonable access to (including the right to make copies of), such supporting books and records and any other materials that the Seller Parties Sellers’ Representative may specify with respect to Tax matters relating to any taxable period ending on or prior to the Closing Date until the relevant statute of limitations has expired. After such time, the Purchaser Parent may dispose of such material, provided that prior to such disposition the Purchaser shall give the Seller Parties a reasonable opportunity to take possession of such materials.

Cooperation with Respect to Tax Returns. The Purchaser and the Seller Parties Sellers agree to furnish or cause to be furnished to each other, and each at their own expense, as promptly as practicable, such information (including access to books and records) and assistance, including making employees available on a mutually convenient basis to provide additional information and explanations of any material provided, relating to the Company Acquired Subsidiaries as is reasonably necessary for the filing of any Tax Return, for the preparation for any audit, and for the prosecution or defense of any claim, suit or proceeding relating to any adjustment or proposed adjustment with respect to Taxes. The Purchaser or the Company Acquired Subsidiaries shall retain in its their possession, and shall provide the Seller Parties Sellers reasonable access to (including the right to make copies of), such supporting books and records and any other materials that the Seller Parties Sellers may specify with respect to Tax matters relating to any taxable period ending on or prior to the Closing Date until the relevant statute of limitations has expired. After such time, the Purchaser may dispose of such material, provided that prior to such disposition the Purchaser shall give the Seller Parties Sellers a reasonable opportunity to take possession of such materials.

Cooperation with Respect to Tax Returns. The Purchaser and the Seller Parties agree to furnish or cause to be furnished to each other, and each at their own expense, as promptly as practicable, such information (including access to books and records) and assistance, including making employees available on a mutually convenient basis to provide additional information and explanations of any material provided, relating to the Company Companies as is reasonably necessary for the filing of any Tax Return, for the preparation for any audit, and for the prosecution or defense of any claim, suit or proceeding relating to any adjustment or proposed adjustment with respect to Taxes. The Purchaser or the Company Companies shall retain in its possession, and shall provide the Seller Parties reasonable access to (including the right to make copies of), such supporting books and records and any other materials that the Seller Parties may specify with respect to Tax matters relating to any taxable period ending on or prior to the Closing Date until the relevant statute of limitations has expired. After such time, the Purchaser may dispose of such material, provided that prior to such disposition the Purchaser shall give the Seller Parties a reasonable opportunity to take possession of such materials.

Cooperation with Respect to Tax Returns. The Purchaser and the Seller Parties agree to shall furnish or cause to be furnished to each other, and each at their own expense, as promptly as practicable, such information (including access to books and records) and assistance, including making employees available on a mutually convenient basis to provide additional information and explanations of any material provided, relating to the Company USP or Renown as is reasonably necessary for the filing of any Tax Return, for the preparation for any audit, and for the prosecution or defense of any claim, suit or proceeding relating to any adjustment or proposed adjustment with respect to Taxes. The Purchaser Purchaser, Renown or the Company USP shall retain in its possessionpossession of, and shall provide the Seller Parties reasonable access to (including the right to make copies of), such supporting books and records and any other materials that the Seller Parties may specify with respect to Tax matters relating to any taxable period ending on or prior to the Closing Date Effective Time, until the relevant statute of limitations has expired. After such time, the Purchaser may dispose of such material, provided that that, prior to such disposition disposition, the Purchaser shall give the Seller Parties a reasonable opportunity to take possession of such materials.

Cooperation with Respect to Tax Returns. The Purchaser and the Seller Parties agree to furnish or cause to be furnished to each other, and each at their own expense, as promptly as practicable, such information (including access to books and records) and assistance, including making employees available on a mutually convenient basis to provide additional information and explanations of any material provided, relating to the Company as is reasonably necessary for the filing of any Tax Return, for the preparation for any audit, and for the prosecution or defense of any claim, suit or proceeding relating to any adjustment or proposed adjustment with respect to Taxes. The Purchaser or the Company shall retain in its possession, and shall provide the Seller Parties reasonable access to (including the right to make copies of), such supporting books and records and any other materials that the Seller Parties may specify with respect to Tax matters relating to any taxable period ending on or prior to the Closing Date until the relevant statute of limitations has expired. After such time, the Purchaser may dispose of such material, provided that prior to such disposition the Purchaser shall give the Seller Parties a reasonable opportunity to take possession of such materials.

Cooperation with Respect to Tax Returns. The Purchaser Purchasers and the Seller Parties Sellers agree to furnish or cause to be furnished to each other, and each at their own expense, as promptly as practicable, such information (including access to books and records) and assistance, including making employees available on a mutually convenient basis to provide additional information and explanations of any material provided, relating to the Company Acquired Companies as is reasonably necessary for the filing of any Tax Return, for the preparation for any audit, and for the prosecution or defense of any claim, suit or proceeding relating to any adjustment or proposed adjustment with respect to Taxes. The Purchaser Purchasers or the Company Acquired Companies shall retain in its their possession, and shall provide the Seller Parties Representative reasonable access to (including the right to make copies of), such supporting books and records and any other materials that the Seller Parties Representative may specify with respect to Tax matters relating to any taxable period ending on or prior to the Closing Date until the relevant statute of limitations has expired. After such time, the Purchaser Purchasers may dispose of such material, provided that prior to such disposition the Purchaser Purchasers shall give the Seller Parties Representative a reasonable opportunity to take possession of such materials.

Cooperation with Respect to Tax Returns. The Purchaser BAC and the Seller Parties agree to Sellers shall furnish or cause to be furnished to each other, and each at their own expense, as promptly as practicable, such information (including access to books and records) and assistance, including making employees available on a mutually convenient basis to provide additional information and explanations of any material provided, relating to the Company Subsidiaries as is reasonably necessary for the filing of any Tax Return, for the preparation for any audit, and for the prosecution or defense of any claim, suit or proceeding relating to any adjustment or proposed adjustment with respect to Taxes. The Purchaser Purchasers or the Company Subsidiaries shall retain in its possessionpossession of, and shall provide the Seller Parties Sellers reasonable access to (including the right to make copies of), such supporting books and records and any other materials that the Seller Parties Sellers may specify with respect to Tax matters relating to any taxable period ending on or prior to the Closing Date Date, until the relevant statute of limitations has expired. After such time, the Purchaser Purchasers may dispose of such material, provided that if such disposition is prior to such disposition the Purchaser third anniversary of the expiration of the relevant statute of limitations, BAC shall give the Seller Parties Sellers a reasonable opportunity to take possession of such materialsmaterials prior to such disposition.

Cooperation with Respect to Tax Returns. The Purchaser Buyer and the Seller Parties Stockholder agree to furnish or cause to be furnished to each other, and each at their own expense, as promptly as practicable, such information (including access to books and records) and assistance, including making employees available on a mutually convenient basis to provide additional information and explanations of any material provided, relating to the Company as is reasonably necessary for the filing of any Tax Return, for the preparation for any auditaudit relating to any Tax Return, and for the prosecution or defense of any claim, suit or proceeding relating to any adjustment or proposed adjustment with respect to Taxes. The Purchaser Buyer or the Company shall retain in its possession, and shall provide the Seller Parties Stockholder reasonable access to (including the right to make copies of), such supporting books and records and any other materials that the Seller Parties Stockholder may specify with respect to Tax matters relating to any taxable period ending on or prior to the Closing Date until the relevant statute of limitations has expired. After such time, the Purchaser Buyer may dispose of such material, provided that prior to such disposition the Purchaser Buyer shall give the Seller Parties Stockholder a reasonable opportunity to take possession of such materials.

Cooperation with Respect to Tax Returns. The Purchaser and the Seller Parties agree to furnish or cause to be furnished to each other, and each at their own expense, as promptly as practicable, such information (including access to books and records) and assistance, including making employees available on a mutually convenient basis to provide additional information and explanations of any material provided, relating to the Company as is reasonably necessary for the filing of any Tax ReturnReturn and elections in respect thereof, for the preparation for any audit, and for the prosecution or defense of any claim, suit or proceeding relating to any adjustment or proposed adjustment with respect to Taxes. The Purchaser or the Company shall retain in its possession, and shall provide the Seller Parties reasonable access to (including the right to make copies of), such supporting books and records and any other materials that the Seller Parties may specify with respect to Tax matters relating to any taxable period ending on or prior to the Closing Date until the relevant statute of limitations (or extensions thereof) has expired. After such time, the Purchaser may dispose of such material, provided that prior to such disposition the Purchaser shall give the Seller Parties a reasonable opportunity to take possession of such materials.