Common use of Tax Information and Cooperation Clause in Contracts

Tax Information and Cooperation. After the Closing, Buyer and Seller shall cooperate, and shall cause their respective Subsidiaries (including the Acquired Companies) to cooperate, with respect to Tax matters, including by making available such books and records, forms, contracts, documents, information or data, and employees as the other Party may reasonably request in connection with the preparation of any Tax Return or the conduct of any Tax Contest. The requesting Party shall reimburse the Party providing such cooperation for any reasonable out-of-pocket costs and expenses incurred in connection with the request. Each of Buyer and Seller shall, and shall cause its respective Subsidiaries to, retain until sixty (60) days after the expiration of any applicable statute of limitations (taking into account any extensions) all books and records, forms, contracts, documents, information or data in their possession related to Taxes of the Acquired Companies for any Pre-Closing Tax Period. Notwithstanding anything to the contrary in this Section 6.6 or any other agreement between Seller and Buyer executed on or prior to the date hereof, neither Seller nor any of its Subsidiaries (including, prior to the Closing, the Acquired Companies) shall have any obligation to make available to Buyer or its Representatives any consolidated, combined or unitary Tax Return filed by Seller or any of its Affiliates or predecessors or any related material, or any other information related to Taxes that does not exclusively relate to the Acquired Companies (other than any such Tax Return filed by an Acquired Company); provided that Seller shall make available to Buyer and its Representatives any such Tax Return (or such related material or such other information) on a pro forma basis to the extent such Tax Return (or such related material or such other information) relates to the Acquired Companies and is not duplicative of other information (including Tax Returns) provided by Seller to Buyer hereunder.

Tax Information and Cooperation. After the Closing, Buyer Seller and Seller shall cooperateany Affiliate of Seller, and shall cause their respective Subsidiaries Purchaser and any Affiliate of Purchaser (including the Acquired CompaniesCompany and the Company Subsidiaries) shall provide such assistance to cooperatethe other party, with respect and make available to Tax mattersthe other party, including by making available such as reasonably requested, the books and records, forms, contractsContracts, documents, information or data, in each case relating to Taxes of the Company and employees as the other Party may reasonably request in connection with the preparation of any Tax Return or the conduct of any Tax Contest. The requesting Party shall reimburse the Party providing such cooperation for any reasonable out-of-pocket costs and expenses incurred in connection with the request. Each of Buyer and Seller shallCompany Subsidiaries, and shall cause its respective Subsidiaries towill preserve such books and records, retain Contracts, documents, information or data until sixty (60) days after the expiration of any applicable statute of limitations (taking into account including extensions), provided, however, that neither Seller nor any extensionsof its Affiliates nor Purchaser nor any of its Affiliates shall have any obligation pursuant to this Section 8.04 to preserve any information (including Tax Returns) all books or provide any assistance to Purchaser (in the case of Seller and its Affiliates) or Seller (in the case of Purchaser and its Affiliates) that relates to Taxes that are not exclusively related to the Company and the Company Subsidiaries. In the event that Seller or any Affiliate of Seller or Purchaser or any Affiliate of Purchaser (including the Company and any Company Subsidiaries) needs access to such books, records, forms, contractsContracts, documents, information or data in their the possession related to Taxes of the Acquired Companies other party, for purposes of preparing or commenting on Tax Returns in accordance with this Agreement, for complying with or representing the Company’s or the Company Subsidiaries’ interests in any Tax Controversy or other investigative demand by a Governmental Authority, or for any Preother legitimate Tax-Closing Tax Period. Notwithstanding anything related reason not injurious to the contrary in this Section 6.6 or any other agreement between Seller and Buyer executed on or prior to the date hereof, neither Seller nor any of its Subsidiaries party (including, prior in the case of Seller or its Affiliates, an obligation of Seller or its Affiliates to a third party pursuant to the ClosingSpin-Off Tax Agreement), such party shall provide copies of such books and records, Contracts, documents, information or data to the Acquired Companies) other party, or, if so requested, shall have any obligation provide reasonable access to such books and records, Contracts, documents, information or data during regular business hours at such party’s place of business, and will permit the other party to make available to Buyer extracts and copies thereof as may be necessary or its Representatives any consolidated, combined or unitary Tax Return filed by Seller or any of its Affiliates or predecessors or any related material, or any other information related to Taxes that does not exclusively relate to the Acquired Companies (other than any such Tax Return filed by an Acquired Company); provided that Seller shall make available to Buyer and its Representatives any such Tax Return (or such related material or such other information) on a pro forma basis to the extent such Tax Return (or such related material or such other information) relates to the Acquired Companies and is not duplicative of other information (including Tax Returns) provided by Seller to Buyer hereunderconvenient.

Tax Information and Cooperation. After the Closing, Buyer and Seller shall cooperate, and shall cause their respective Subsidiaries (including the Acquired Companies) to cooperate, with respect to Tax matters, including by making available such books and records, forms, contracts, documents, information or data, and employees as the other Party may reasonably request in connection with the preparation of any Tax Return or the conduct of any Tax Contest. The requesting Party shall reimburse the Party providing such cooperation for any reasonable out-of-pocket costs and expenses incurred in connection with the request. Each of Buyer and Seller shall, and shall cause its respective Subsidiaries to, retain until sixty (60) days after Until the expiration of any applicable statute of limitations (taking into account any extensions) all books and records, forms, contracts, documents, information or data in their possession related to Taxes Tax matters of the Acquired Holding Companies or Company Subsidiaries, the Seller and the Purchaser shall provide each other with such cooperation and information as any of them reasonably may request of the other in filing any Tax Return (including, for the avoidance of doubt, the preparation of any Tax Return of the Holding Companies or Company Subsidiaries relating to a Pre-Closing Tax Period or Straddle Period. Notwithstanding anything ), Tax Document, amended return or claim for refund, determining a Liability for Taxes or a right to a refund of Taxes or participating in or conducting any Tax Proceeding in relation to the contrary in this Section 6.6 Holding Companies or any other agreement between Seller the Company Subsidiaries or its and Buyer executed on or prior their sale to the date hereofPurchaser under this Agreement. Such cooperation shall include the retention and (upon the other party’s request and at such party’s expense) the provision of records and information reasonably relevant to any such Tax Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, as well as the furnishing of all Tax Returns of the Holding Companies and Company Subsidiaries to the Purchaser; provided, however, that neither the Seller nor any of its Subsidiaries (including, prior to the Closing, the Acquired Companies) Purchaser shall have be under any obligation to make available to Buyer or its Representatives disclose any consolidated, combined or unitary Tax Return filed by Seller the Seller, the Purchaser or any of its their respective Affiliates or predecessors or any related material. Any information obtained under this Section 8.06 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or any claims for refund or in conducting an audit or other information related to Taxes that does not exclusively relate to the Acquired Companies (other than any such Tax Return filed by an Acquired Company); provided that Seller shall make available to Buyer and its Representatives any such Tax Return (or such related material or such other information) on a pro forma basis to the extent such Tax Return (or such related material or such other information) relates to the Acquired Companies and is not duplicative of other information (including Tax Returns) provided by Seller to Buyer hereunderproceeding.