Common use of Ongoing Cooperation Clause in Contracts

Ongoing Cooperation. Seller and Purchaser shall cooperate fully with each other and make available or cause to be made available to each other in a timely fashion such Tax data, prior Tax Returns and filings of the Company and other information relating to the Company as may be reasonably required for the preparation by Purchaser or Seller of any Tax Returns, elections, consents or certificates required to be prepared and filed by Purchaser or Seller and any audit or other examination by any taxing authority, or judicial or administrative proceeding relating to liability for Taxes including, without limitation, sales Taxes and sales Tax audits. Purchaser and Seller will each retain and provide to the other party all records and other information which may be relevant to any such Tax Return, audit or examination, proceeding or determination, and will each provide the other party with any final determination of any such audit or examination, proceeding or determination that affects any amount required to be shown on any Tax Return of the other party for any period. Without limiting the generality of the foregoing, each of Purchaser and Seller will retain copies of all Tax Returns, supporting work schedules and other records relating to tax periods or portions thereof ending prior to or on the Closing Date. Purchaser will provide Seller with any necessary payroll records of the Company attributable to the period prior to the Closing Date. Purchaser shall cooperate with Seller to the extent reasonably necessary for Seller's preparation of its financial statements and Tax Returns and in the sharing of financial and accounting information of the Company with respect thereto or with respect to any audit, examination or other proceeding with respect thereto.

Ongoing Cooperation. Seller and Purchaser Buyer shall cooperate fully with each other and make available or cause to be made available to each other in a timely fashion such Tax tax data, prior Tax Returns tax returns and filings of the Company and other information relating to the Company as may be reasonably required for the preparation by Purchaser Buyer or Seller of any Tax Returns, elections, consents or certificates required to be prepared and filed by Purchaser Buyer or Seller and any audit or other examination by any taxing authority, or judicial or administrative proceeding relating to liability for Taxes including, without limitation, sales Taxes taxes and sales Tax tax audits. Purchaser Buyer and Seller will each retain and provide to the other party all records and other information which may be relevant to any such Tax Return, audit or examination, proceeding or determination, and will each provide the other party with any final determination of any such audit or examination, proceeding or determination that affects any amount required to be shown on any Tax Return of the other party for any period. Without limiting the generality of the foregoing, each of Purchaser Buyer and Seller will retain copies of all Tax Returns, supporting work schedules and other records relating to tax periods or portions thereof ending prior to or on the Closing Date. Purchaser Buyer will provide Seller with any necessary payroll records of the Company attributable to the period prior to the Closing Date. Purchaser Buyer shall cooperate with Seller to the extent reasonably necessary for Seller's preparation of its financial statements and Tax Returns and in the sharing of financial and accounting information of the Company with respect thereto or with respect to any audit, examination examination, or other proceeding with respect thereto.

Ongoing Cooperation. Seller and Purchaser shall cooperate fully with each other and make available or cause to be made available to each other in a timely fashion such Tax tax data, prior Tax Returns tax returns and filings of the Company and other information relating to the Company as may be reasonably required for the preparation by Purchaser or Seller of any Tax Returnstax returns, elections, consents or certificates required to be prepared and filed by Purchaser or Seller and any audit or other examination by any taxing authority, or judicial or administrative proceeding relating to liability for Taxes taxes including, without limitation, sales Taxes taxes and sales Tax tax audits. Purchaser and Seller will each retain and provide to the other party all records and other information which may be relevant to any such Tax Returntax return, audit or examination, proceeding or determination, and will each provide the other party with any final determination of any such audit or examination, proceeding or determination that affects any amount required to be shown on any Tax Return tax return of the other party for any period. Without limiting the generality of the foregoing, each of Purchaser and Seller will retain copies of all Tax Returnstax returns, supporting work schedules and other records relating to tax periods or portions thereof ending prior to or on the Closing Date. Purchaser will shall provide Seller with any necessary payroll records of the Company attributable to the period prior to the Closing Date. Purchaser shall cooperate with Seller to the extent reasonably necessary for Seller's preparation of its financial statements and Tax Returns tax returns and in the sharing of financial and accounting information of the Company with respect thereto or with respect to any audit, examination examination, or other proceeding with respect thereto.