Common use of Ongoing Tax Cooperation Clause in Contracts

Ongoing Tax Cooperation. (a) If the Closing occurs, 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 and other information 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 Governmental Agency, or judicial or administrative proceeding relating to liability for Taxes. Without limiting the generality of the foregoing, each of Purchaser and Seller shall retain copies of all Tax Returns, supporting work schedules and other records relating to tax periods or portions thereof ending prior to or including the Closing Date until the later of (i) the expiration of the statute of limitations for the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except for extensions executed by that party or its Affiliates or extensions for which such party has received written notice from another party, and (ii) six years following the due date (without extensions) for such Tax Returns; provided, however, that no party will dispose of its copies without first notifying the other parties and providing such other parties with a reasonable period of time to assume possession of such copies. In addition, without limiting the generality of the foregoing, each party shall make its personnel and those of its Affiliates reasonably available for deposition and testimony in any tax controversy or proceeding. 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 with respect thereto or with respect to any audit, examination, or other proceeding with respect thereto. Any information or documentation provided pursuant to this Section shall not be disclosed by the recipient thereof to any Person except its accountants and relevant tax authorities or as required by applicable law (in which case the disclosing party shall consult in good faith with the other party prior to making any such disclosure). (b) If, subsequent to the Closing, Purchaser or the Company receives notice of a Tax Contest with respect to any Tax Return or Tax for a Pre-Closing Tax Period, then within ten (10) days after receipt of such notice, Purchaser shall notify the Seller of such notice. The Seller shall have the right to control the conduct and resolution of such Tax Contest, provided, however, that if any of the issues raised in such Tax Contest could reasonably be expected to have a material impact on Taxes of the Company for a Tax period (or portion thereof, determined in accordance with the principles set forth in Section 5.2(b)), then (i) Seller shall afford Purchaser the opportunity to control jointly the conduct and resolution of the portion of such Tax Contest with respect to such issues which could reasonably be expected to have a material impact on Taxes of the Company in any such Tax period or portion thereof and (ii) after the second anniversary of the Closing Date, Seller shall not settle any such Tax Contest without Purchaser’s prior written consent, which consent shall not be unreasonably withheld or delayed. If the Seller shall have the right to control the conduct and resolution of such Tax Contest but elects in writing not to do so, then Purchaser shall have the right to control the conduct and resolution of such Tax Contest, provided that Purchaser shall keep Seller informed of all developments on a timely basis and Purchaser shall not resolve such Tax Contest in a manner that could reasonably be expected to have an adverse impact on the Seller’s indemnification obligations under this Agreement without Seller’s written consent, which shall not be unreasonably withheld. Each party shall bear its own costs for participating in such Tax Contest. “Tax Contest” means any audit, other administrative proceeding or inquiry or judicial proceeding involving Taxes. For the avoidance of doubt, with respect to any Tax matter for which Seller has agreed to indemnify Purchaser pursuant to Section 9.2 (including, without limitation, as a result of a breach of any representation set forth in Section 3.22), the provisions of this Section 5.5(b)), rather than the provisions of Section 9.4, shall apply.

Ongoing Tax Cooperation. (a) If the Closing occurs, the Seller and the 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 and other information as may be reasonably required for the preparation by the Purchaser or the Seller of any Tax Returns, elections, consents or certificates required to be prepared and filed by the Purchaser or the Seller and any audit or other examination by any Governmental Agency, or judicial or administrative proceeding relating to liability for Taxes. Without limiting the generality of the foregoing, each of the Purchaser and the Seller shall retain copies of all Tax Returns, supporting work schedules and other records relating to tax periods or portions thereof ending prior to or including the Closing Date until the later of (i) the expiration of the statute of limitations for the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except for extensions executed obtained by that party or its Affiliates or extensions for regarding which such party has received written notice from another party, and or (ii) six years following the due date (without extensions) for such Tax Returns; provided, however, that no party will dispose of its copies without first notifying the other parties and providing such other parties with a reasonable period of time to assume possession of such copies. In addition, without limiting the generality of the foregoing, each party shall make its personnel and those of its Affiliates reasonably available for deposition and testimony in any tax controversy or proceeding. The Purchaser shall cooperate with the Seller to the extent reasonably necessary for the Seller’s 's preparation of its financial statements and Tax Returns and in the sharing of financial and accounting information with respect thereto or with respect to any audit, examination, or other proceeding with respect thereto. Any No information or documentation provided pursuant to this Section shall not be disclosed by the recipient thereof to any Person except its accountants and relevant tax authorities or as required by applicable law (in which case the disclosing party shall consult in good faith with the other party prior to making any such disclosure). (b) If, subsequent to the Closing, Purchaser or the Company receives notice of a Tax Contest with respect to any Tax Return or Tax for a Pre-Closing Tax Period, then within ten (10) days after receipt of such notice, Purchaser shall notify the Seller of such notice. The Seller shall have the right to control the conduct and resolution of such Tax Contest, provided, however, that if any of the issues raised in such Tax Contest could reasonably be expected to have a material impact on Taxes of the Company for a Tax period (or portion thereof, determined in accordance with the principles set forth in Section 5.2(b)), then (i) Seller shall afford Purchaser the opportunity to control jointly the conduct and resolution of the portion of such Tax Contest with respect to such issues which could reasonably be expected to have a material impact on Taxes of the Company in any such Tax period or portion thereof and (ii) after the second anniversary of the Closing Date, Seller shall not settle any such Tax Contest without Purchaser’s prior written consent, which consent shall not be unreasonably withheld or delayed. If the Seller shall have the right to control the conduct and resolution of such Tax Contest but elects in writing not to do so, then Purchaser shall have the right to control the conduct and resolution of such Tax Contest, provided that Purchaser shall keep Seller informed of all developments on a timely basis and Purchaser shall not resolve such Tax Contest in a manner that could reasonably be expected to have an adverse impact on the Seller’s indemnification obligations under this Agreement without Seller’s written consent, which shall not be unreasonably withheld. Each party shall bear its own costs for participating in such Tax Contest. “Tax Contest” means any audit, other administrative proceeding or inquiry or judicial proceeding involving Taxes. For the avoidance of doubt, with respect to any Tax matter for which Seller has agreed to indemnify Purchaser pursuant to Section 9.2 (including, without limitation, as a result of a breach of any representation set forth in Section 3.22), the provisions of this Section 5.5(b)), rather than the provisions of Section 9.4, shall apply.

Ongoing Tax Cooperation. (a) If the Closing occurs, Seller Sellers 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 and other information as may be reasonably required for the preparation by Purchaser or Seller Sellers of any Tax Returns, elections, consents or certificates required to be prepared and filed by Purchaser or Seller Sellers and any audit or other examination by any Governmental Agency, or judicial or administrative proceeding relating to liability for Taxes. Without limiting the generality of the foregoing, each of Purchaser and Seller the Company shall retain copies of all Tax Returns, supporting work schedules and other records relating to tax periods or portions thereof ending prior to or including the Closing Date until the later of (i) the expiration of the statute of limitations for the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except for extensions executed obtained by that party or its Affiliates or extensions for regarding which such party has received written notice from another party, and or (ii) six (6) years following the due date (without extensions) for such Tax Returns; provided, however, that no party will dispose of its copies without first notifying the other parties and providing such other parties with a reasonable period of time to assume possession of such copies. In addition, without limiting the generality of the foregoing, each party shall make its personnel and those of its Affiliates reasonably available for deposition and testimony in any tax controversy or proceeding. Purchaser shall cooperate with Seller Sellers to the extent reasonably necessary for Seller’s Sellers’ preparation of its their financial statements and Tax Returns and in the sharing of financial and accounting information with respect thereto or with respect to any audit, examination, or other proceeding with respect thereto. Any information or documentation provided pursuant to this Section shall not be disclosed by the recipient thereof to any Person except its accountants and relevant tax authorities or as required by applicable law (in which case the disclosing party shall consult in good faith with the other party prior to making any such disclosure). (b) If, subsequent to the Closing, Purchaser or the Company receives notice of a Tax Contest with respect to any Tax Return or Tax for a Pre-Closing Tax Period, then within ten (10) days after receipt of such notice, Purchaser shall notify the Seller of such notice. The Seller shall have the right to control the conduct and resolution of such Tax Contest, provided, however, that if any of the issues raised in such Tax Contest could reasonably be expected to have a material impact on Taxes of the Company for a Tax period (or portion thereof, determined in accordance with the principles set forth in Section 5.2(b)), then (i) Seller shall afford Purchaser the opportunity to control jointly the conduct and resolution of the portion of such Tax Contest with respect to such issues which could reasonably be expected to have a material impact on Taxes of the Company in any such Tax period or portion thereof and (ii) after the second anniversary of the Closing Date, Seller shall not settle any such Tax Contest without Purchaser’s prior written consent, which consent shall not be unreasonably withheld or delayed. If the Seller shall have the right to control the conduct and resolution of such Tax Contest but elects in writing not to do so, then Purchaser shall have the right to control the conduct and resolution of such Tax Contest, provided that Purchaser shall keep Seller informed of all developments on a timely basis and Purchaser shall not resolve such Tax Contest in a manner that could reasonably be expected to have an adverse impact on the Seller’s indemnification obligations under this Agreement without Seller’s written consent, which shall not be unreasonably withheld. Each party shall bear its own costs for participating in such Tax Contest. “Tax Contest” means any audit, other administrative proceeding or inquiry or judicial proceeding involving Taxes. For the avoidance of doubt, with respect to any Tax matter for which Seller has agreed to indemnify Purchaser pursuant to Section 9.2 (including, without limitation, as a result of a breach of any representation set forth in Section 3.22), the provisions of this Section 5.5(b)), rather than the provisions of Section 9.4, shall apply.

Ongoing Tax Cooperation. (a) If the Closing occurs, Seller Foamex and Purchaser Trace Foam 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 and other information as may be reasonably required for the preparation by Purchaser Trace Foam or Seller Foamex of any Tax Returns, elections, consents or certificates required to be prepared and filed by Purchaser Trace Foam or Seller Foamex and any audit or other examination by any Governmental Agency, or judicial or administrative proceeding relating to liability for Taxes. Without limiting the generality of the foregoing, each of Purchaser Trace Foam and Seller Foamex shall retain copies of all Tax Returns, supporting work schedules and other records relating to tax periods or portions thereof ending prior to or including the Closing Date until the later of (i) the expiration of the statute of limitations for the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except for extensions executed by that party or its Affiliates or extensions for or which such party has received written notice from another party, and or (ii) six years following the due date (without extensions) for such Tax Returns; provided, however, that no party will dispose of its copies without first notifying the other parties and providing such other parties with a reasonable period of time to assume possession of such copies. In addition, without limiting the generality of the foregoing, each party shall make its personnel and those of its Affiliates reasonably available for deposition and testimony in any tax controversy or proceeding. Purchaser Trace Foam shall cooperate with Seller Foamex to the extent reasonably necessary for Seller’s Foamex' preparation of its financial statements and Tax Returns and in the sharing of financial and accounting information with respect thereto or with respect to any audit, examination, or other proceeding with respect thereto. Any information or documentation provided pursuant to this Section shall not be disclosed by the recipient thereof to any Person except its accountants and relevant tax authorities or as required by applicable law (in which case the disclosing party shall consult in good faith with the other party prior to making any such disclosure). (b) If, subsequent Foamex shall consult with Trace Foam and adopt the positions advanced by Trace Foam regarding the allocation and ordering of any and all proceeds of borrowings by Foamex and payments on any and all borrowings of Foamex under Treas. Reg. section 1.163-8T to the Closing, Purchaser extent that such allocation could impact the federal tax liability of Trace Foam (or the Company receives notice "affiliated group" (as defined in Section 1504(a)(4) of the Code) of which it is a member). In the event of a Tax Contest with respect tax audit or contest of any type involving such issue, Foamex shall take all necessary steps to any Tax Return or Tax for a Pre-Closing Tax Period, then within ten (10) days after receipt of such notice, Purchaser shall notify the Seller of such notice. The Seller shall have the right allow Trace Foam and its representatives to control the conduct prosecution and resolution control of such Tax Contestissue. Foamex shall cooperate with Trace Foam in the event of any future tax audit or contest relating to Trace Foam's interest in the Company, providedincluding making available to Trace Foam books, however, that if any records and personnel of Foamex. (c) Foamex is entering into the issues raised in such Tax Contest could reasonably be expected to have a material impact on Taxes of the Company transaction for a Tax period (or portion thereof, determined in accordance with the principles set forth in Section 5.2(b)), then (i) Seller shall afford Purchaser the opportunity to control jointly the conduct and resolution of the portion of such Tax Contest with respect to such issues which could reasonably be expected to have a material impact on Taxes of the Company in any such Tax period or portion thereof and (ii) after the second anniversary of the Closing Date, Seller shall not settle any such Tax Contest without Purchaser’s prior written consent, which consent shall not be unreasonably withheld or delayed. If the Seller shall have the right to control the conduct and resolution of such Tax Contest but elects in writing not to do so, then Purchaser shall have the right to control the conduct and resolution of such Tax Contest, provided that Purchaser shall keep Seller informed of all developments on a timely basis and Purchaser shall not resolve such Tax Contest in a manner that could reasonably be expected to have an adverse impact on the Seller’s indemnification obligations under this Agreement without Seller’s written consent, which shall not be unreasonably withheldgood business purposes apart from federal income tax purposes. Each party shall bear its own costs report the transaction for participating federal income tax purposes consistently with the documents and the intent of the parties and shall maintain the accuracy of such reporting in such Tax Contest. “Tax Contest” means any audit, tax audit or other administrative proceeding or inquiry or judicial proceeding involving Taxes. For the avoidance of doubt, with respect to any Tax matter for which Seller has agreed to indemnify Purchaser pursuant to Section 9.2 (including, without limitation, as a result of a breach of any representation set forth in Section 3.22), the provisions of this Section 5.5(b)), rather than the provisions of Section 9.4, shall applycontest.

Ongoing Tax Cooperation. (a) If the Closing occurs, 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 and other information as may be reasonably required for the preparation by Purchaser or Seller of any Tax Returns, elections, consents Consents or certificates required to be prepared and filed by Purchaser or Seller that relate to the Business and any audit or other examination by any Governmental Agencytaxing authority, or judicial or administrative proceeding relating to liability Liability for Taxes. Without limiting the generality of the foregoing, each of Purchaser and Seller shall retain copies of all Tax Returns, supporting work schedules and other records relating to tax periods or portions thereof ending prior to or including the Closing Date in any such case that relate to the Business until the later of (i) the expiration of the statute of limitations for the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except for extensions executed by that party or its Affiliates or extensions for of which such party has received written notice from another party, and or (ii) six years following the due date (without extensions) for such Tax Returns; provided, however, that no party will dispose of its copies without first notifying the other parties and providing such other parties with a reasonable period of time to assume possession of such copies. In addition, without limiting the generality of the foregoing, each party shall make its personnel and those of its Affiliates reasonably available for deposition and testimony in any tax Tax controversy or proceedingproceeding that relates to the Business. Purchaser shall provide Seller with any necessary payroll records relating to the Business attributable to the period prior to the Closing Date. Purchaser shall cooperate with Seller to the extent reasonably necessary for Seller’s Sellers' preparation of its their financial statements and Tax Returns that relate to the Business and in the sharing of financial and accounting information with respect thereto or with respect to any audit, examination, or other proceeding with respect thereto. Any information or documentation provided pursuant to this Section 7.6 shall not be disclosed by the recipient thereof to any Person except its accountants and relevant tax Tax authorities or as required by applicable law Law (in which case the disclosing party shall consult in good faith with the other party prior to making any such disclosure). (b) If, subsequent to the Closing, Purchaser or the Company receives notice of a Tax Contest with respect to any Tax Return or Tax for a Pre-Closing Tax Period, then within ten (10) days after receipt of such notice, Purchaser shall notify the Seller of such notice. The Seller shall have the right to control the conduct and resolution of such Tax Contest, provided, however, that if any of the issues raised in such Tax Contest could reasonably be expected to have a material impact on Taxes of the Company for a Tax period (or portion thereof, determined in accordance with the principles set forth in Section 5.2(b)), then (i) Seller shall afford Purchaser the opportunity to control jointly the conduct and resolution of the portion of such Tax Contest with respect to such issues which could reasonably be expected to have a material impact on Taxes of the Company in any such Tax period or portion thereof and (ii) after the second anniversary of the Closing Date, Seller shall not settle any such Tax Contest without Purchaser’s prior written consent, which consent shall not be unreasonably withheld or delayed. If the Seller shall have the right to control the conduct and resolution of such Tax Contest but elects in writing not to do so, then Purchaser shall have the right to control the conduct and resolution of such Tax Contest, provided that Purchaser shall keep Seller informed of all developments on a timely basis and Purchaser shall not resolve such Tax Contest in a manner that could reasonably be expected to have an adverse impact on the Seller’s indemnification obligations under this Agreement without Seller’s written consent, which shall not be unreasonably withheld. Each party shall bear its own costs for participating in such Tax Contest. “Tax Contest” means any audit, other administrative proceeding or inquiry or judicial proceeding involving Taxes. For the avoidance of doubt, with respect to any Tax matter for which Seller has agreed to indemnify Purchaser pursuant to Section 9.2 (including, without limitation, as a result of a breach of any representation set forth in Section 3.22), the provisions of this Section 5.5(b)), rather than the provisions of Section 9.4, shall apply.

Ongoing Tax Cooperation. (a) If After the Closing occursClosing, the Seller Parties and the 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 and other information as may be reasonably required for the preparation by the Purchaser or the Seller Parties 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 Governmental Agency, or judicial or administrative proceeding relating to liability for Taxes. Without limiting the generality of the foregoing, each of the Purchaser and the Seller Parties shall retain copies of all Tax Returns, supporting work schedules and other records relating to tax periods or portions thereof ending prior to or including the Closing Date until the later of (i) the expiration of the statute of limitations for the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except for extensions executed by that party or its Affiliates or extensions for or which such party has received written notice from another party, and or (ii) six years following the due date (without extensions) for such Tax Returns; provided, however, that no party will dispose of its copies without first notifying the other parties and providing such other parties with a reasonable period of time to assume possession of such copies. In addition, without limiting the generality of the foregoing, each party shall make its personnel and those of its Affiliates reasonably available for deposition and testimony in any tax controversy or proceeding. The Purchaser shall cooperate with the Seller Parties to the extent reasonably necessary for Seller’s the preparation by the Seller Parties of its their financial statements and Tax Returns and in the sharing of financial and accounting information with respect thereto or with respect to any audit, examination, or other proceeding with respect thereto. Any No information or documentation provided pursuant to this Section 5.5 shall not be disclosed by the recipient thereof to any Person except its accountants and relevant tax authorities or as required by applicable law (in which case the disclosing party shall consult in good faith with the other party prior to making any such disclosure). (b) If, subsequent to the Closing, Purchaser or the Company receives notice of a Tax Contest with respect to any Tax Return or Tax for a Pre-Closing Tax Period, then within ten (10) days after receipt of such notice, Purchaser shall notify the Seller of such notice. The Seller shall have the right to control the conduct and resolution of such Tax Contest, provided, however, that if any of the issues raised in such Tax Contest could reasonably be expected to have a material impact on Taxes of the Company for a Tax period (or portion thereof, determined in accordance with the principles set forth in Section 5.2(b)), then (i) Seller shall afford Purchaser the opportunity to control jointly the conduct and resolution of the portion of such Tax Contest with respect to such issues which could reasonably be expected to have a material impact on Taxes of the Company in any such Tax period or portion thereof and (ii) after the second anniversary of the Closing Date, Seller shall not settle any such Tax Contest without Purchaser’s prior written consent, which consent shall not be unreasonably withheld or delayed. If the Seller shall have the right to control the conduct and resolution of such Tax Contest but elects in writing not to do so, then Purchaser shall have the right to control the conduct and resolution of such Tax Contest, provided that Purchaser shall keep Seller informed of all developments on a timely basis and Purchaser shall not resolve such Tax Contest in a manner that could reasonably be expected to have an adverse impact on the Seller’s indemnification obligations under this Agreement without Seller’s written consent, which shall not be unreasonably withheld. Each party shall bear its own costs for participating in such Tax Contest. “Tax Contest” means any audit, other administrative proceeding or inquiry or judicial proceeding involving Taxes. For the avoidance of doubt, with respect to any Tax matter for which Seller has agreed to indemnify Purchaser pursuant to Section 9.2 (including, without limitation, as a result of a breach of any representation set forth in Section 3.22), the provisions of this Section 5.5(b)), rather than the provisions of Section 9.4, shall apply.

Ongoing Tax Cooperation. (a) If the Closing occurs, Seller the Sellers and the 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 and other information as may be reasonably required for the preparation by the Purchaser or Seller the Sellers 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 Governmental Agency, or judicial or administrative proceeding relating to liability for Taxes. Without limiting the generality of the foregoing, each of the Purchaser and Seller the Sellers shall retain copies of all Tax Returns, supporting work schedules and other records relating to tax periods or portions thereof ending prior to or including the Closing Date until the later of (i) the expiration of the statute of limitations for the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except for extensions executed by that party or its Affiliates or extensions for or which such party has received written notice from another party, and or (ii) six years following the due date (without extensions) for such Tax Returns; provided, however, that no party will dispose of its copies without first notifying the other parties and providing such other parties with a reasonable period of time to assume possession of such copies. In addition, without limiting the generality of the foregoing, each party shall make its personnel and those of its Affiliates reasonably available for deposition and testimony in any tax controversy or proceeding. The Purchaser shall cooperate with Seller the Sellers to the extent reasonably necessary for Seller’s the Sellers’ preparation of its financial statements and Tax Returns and in the sharing of financial and accounting information with respect thereto or with respect to any audit, examination, or other proceeding with respect thereto. Any No information or documentation provided pursuant to this Section shall not be disclosed by the recipient thereof to any Person except its accountants and relevant tax authorities or as required by applicable law (in which case the disclosing party shall consult in good faith with the other party prior to making any such disclosure). (b) If, subsequent to the Closing, Purchaser or the Company receives notice of a Tax Contest with respect to any Tax Return or Tax for a Pre-Closing Tax Period, then within ten (10) days after receipt of such notice, Purchaser shall notify the Seller of such notice. The Seller shall have the right to control the conduct and resolution of such Tax Contest, provided, however, that if any of the issues raised in such Tax Contest could reasonably be expected to have a material impact on Taxes of the Company for a Tax period (or portion thereof, determined in accordance with the principles set forth in Section 5.2(b)), then (i) Seller shall afford Purchaser the opportunity to control jointly the conduct and resolution of the portion of such Tax Contest with respect to such issues which could reasonably be expected to have a material impact on Taxes of the Company in any such Tax period or portion thereof and (ii) after the second anniversary of the Closing Date, Seller shall not settle any such Tax Contest without Purchaser’s prior written consent, which consent shall not be unreasonably withheld or delayed. If the Seller shall have the right to control the conduct and resolution of such Tax Contest but elects in writing not to do so, then Purchaser shall have the right to control the conduct and resolution of such Tax Contest, provided that Purchaser shall keep Seller informed of all developments on a timely basis and Purchaser shall not resolve such Tax Contest in a manner that could reasonably be expected to have an adverse impact on the Seller’s indemnification obligations under this Agreement without Seller’s written consent, which shall not be unreasonably withheld. Each party shall bear its own costs for participating in such Tax Contest. “Tax Contest” means any audit, other administrative proceeding or inquiry or judicial proceeding involving Taxes. For the avoidance of doubt, with respect to any Tax matter for which Seller has agreed to indemnify Purchaser pursuant to Section 9.2 (including, without limitation, as a result of a breach of any representation set forth in Section 3.22), the provisions of this Section 5.5(b)), rather than the provisions of Section 9.4, shall apply.

Ongoing Tax Cooperation. (a) If the Closing occurs, 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 and other information as may be reasonably required for the preparation by Purchaser or Seller of any Tax Returns, elections, consents Consents or certificates required to be prepared and filed by Purchaser or Seller that relate to the Business and any audit or other examination by any Governmental Agencytaxing authority, or judicial or administrative proceeding relating to liability Liability for Taxes. Without limiting the generality of the foregoing, each of Purchaser and Seller shall retain copies of all Tax Returns, supporting work schedules and other records relating to tax periods or portions thereof ending prior to or including the Closing Date in any such case that relate to the Business until the later of (i) the expiration of the statute of limitations for the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except for extensions executed by that party or its Affiliates or extensions for of which such party has received written notice from another party, and or (ii) six years following the due date (without extensions) for such Tax Returns; provided, however, that no party will dispose of its copies without first notifying the other parties and providing such other parties with a reasonable period of time to assume possession of such copies. In addition, without limiting the generality of the foregoing, each party shall make its personnel and those of its Affiliates reasonably available for deposition and testimony in any tax Tax controversy or proceedingproceeding that relates to the Business. Purchaser shall provide Seller with any necessary payroll records relating to the Business attributable to the period prior to the Closing Date. Purchaser shall cooperate with Seller to the extent reasonably necessary for Seller’s Sellers' preparation of its their financial statements and Tax Returns that relate to the Business and in the sharing of financial and accounting information with respect thereto or with respect to any audit, examination, or other proceeding with respect thereto. Any information or documentation provided pursuant to this Section SECTION 7.6 shall not be disclosed by the recipient thereof to any Person except its accountants and relevant tax Tax authorities or as required by applicable law Law (in which case the disclosing party shall consult in good faith with the other party prior to making any such disclosure). (b) If, subsequent to the Closing, Purchaser or the Company receives notice of a Tax Contest with respect to any Tax Return or Tax for a Pre-Closing Tax Period, then within ten (10) days after receipt of such notice, Purchaser shall notify the Seller of such notice. The Seller shall have the right to control the conduct and resolution of such Tax Contest, provided, however, that if any of the issues raised in such Tax Contest could reasonably be expected to have a material impact on Taxes of the Company for a Tax period (or portion thereof, determined in accordance with the principles set forth in Section 5.2(b)), then (i) Seller shall afford Purchaser the opportunity to control jointly the conduct and resolution of the portion of such Tax Contest with respect to such issues which could reasonably be expected to have a material impact on Taxes of the Company in any such Tax period or portion thereof and (ii) after the second anniversary of the Closing Date, Seller shall not settle any such Tax Contest without Purchaser’s prior written consent, which consent shall not be unreasonably withheld or delayed. If the Seller shall have the right to control the conduct and resolution of such Tax Contest but elects in writing not to do so, then Purchaser shall have the right to control the conduct and resolution of such Tax Contest, provided that Purchaser shall keep Seller informed of all developments on a timely basis and Purchaser shall not resolve such Tax Contest in a manner that could reasonably be expected to have an adverse impact on the Seller’s indemnification obligations under this Agreement without Seller’s written consent, which shall not be unreasonably withheld. Each party shall bear its own costs for participating in such Tax Contest. “Tax Contest” means any audit, other administrative proceeding or inquiry or judicial proceeding involving Taxes. For the avoidance of doubt, with respect to any Tax matter for which Seller has agreed to indemnify Purchaser pursuant to Section 9.2 (including, without limitation, as a result of a breach of any representation set forth in Section 3.22), the provisions of this Section 5.5(b)), rather than the provisions of Section 9.4, shall apply.