Common use of Tax Matters; Cooperation; Preparation of Returns; Tax Elections Clause in Contracts

Tax Matters; Cooperation; Preparation of Returns; Tax Elections. (a) The Buyer agrees to (i) consult with the Seller Parties as is reasonably necessary for the filing of all Tax Returns and the making of any election related to Taxes for the periods prior to the Closing and (ii) furnish or cause to be furnished to the Seller Parties, upon request, as promptly as practicable, such information and assistance relating to any of the Group Companies (including access to books and records, employees, contractors and representatives) as is reasonably necessary for the periods prior to the Closing for the preparation for any audit by any Taxing Authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax Return for the periods prior to the Closing. The Company shall retain all books and records with respect to Taxes pertaining to the Group Companies until the expiration of all relevant statutes of limitations (and, to the extent notified by Buyer, any extensions thereof). At the end of such period, Buyer shall provide the Seller Parties with at least ten days prior written notice before destroying any such books and records, during which period the party receiving such notice can elect to take possession, at its own expense, of such books and records.

Tax Matters; Cooperation; Preparation of Returns; Tax Elections. (a) The Buyer agrees to (i) consult with the Seller Parties as is reasonably necessary for the filing of all Tax Returns Buyers and the making of any election related Sellers agree to Taxes for the periods prior to the Closing and (ii) furnish or cause to be furnished to the Seller Partieseach other, upon request, as promptly as practicable, such information and assistance relating to any of the Dresser-Rand Group Companies (including including, without limitation, access to books and records, employees, contractors and representatives) as is reasonably necessary for the periods prior filing of all Tax Returns, the making of any election related to the Closing for Taxes, the preparation for any audit by any Taxing Authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax Return for the periods prior Return; provided, however, that if such requested information is contained within a document containing any unrelated information, only portions pertaining to the Closingsuch relevant information shall be furnished. The Company Buyers and the Sellers shall retain all books and records with respect to Taxes pertaining to the Dresser-Rand Group Companies until the expiration of all relevant statutes of limitations (and, to the extent notified by BuyerSellers or Buyers, any extensions thereof). At the end of such period, Buyer each party shall provide the Seller Parties other with at least ten thirty (30) days prior written notice before destroying any such books and records, during which period the party receiving such notice can elect to take possession, at its own expense, of such books and records.

Tax Matters; Cooperation; Preparation of Returns; Tax Elections. (a) The Buyer agrees and Seller agree to (i) consult with the Seller Parties as is reasonably necessary for the filing of all Tax Returns and the making of any election related to Taxes for the periods prior to the Closing and (ii) furnish or cause to be furnished to the Seller Partieseach other, upon request, as promptly as practicable, such information and assistance relating to any of the Group Companies Asset Sellers and the Transferred Subsidiaries (including including, without limitation, access to books and records, employees, contractors and representatives) as is reasonably necessary for the periods prior filing of all Tax Returns, the making of any election related to the Closing for Taxes, the preparation for any audit by any Taxing Authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax Return for the periods prior to the ClosingReturn. The Company Buyer and Seller shall retain all books and records with respect to Taxes pertaining to the Group Companies Asset Sellers and the Transferred Subsidiaries until the expiration of all relevant statutes of limitations (and, to the extent notified by Seller or Buyer, any extensions thereof). At the end of such period, Buyer each party shall provide the Seller Parties other with at least ten days prior written notice before destroying any such books and records, during which period the party receiving such notice can elect to take possession, at its own expense, of such books and records.

Tax Matters; Cooperation; Preparation of Returns; Tax Elections. (a) The Buyer agrees to (i) consult with the Seller Parties as is reasonably necessary for the filing of all Tax Returns and the making of any election related to Taxes for the periods prior to the First Closing and (ii) furnish or cause to be furnished to the Seller Parties, upon request, as promptly as practicable, such information and assistance relating to any of the Group Companies (including access to books and records, employees, contractors and representatives) as is reasonably necessary for the periods prior to the First Closing for the preparation for any audit by any Taxing Authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax Return for the periods prior to the First Closing. The Company shall retain all books and records with respect to Taxes pertaining to the Group Companies until the expiration of all relevant statutes of limitations (and, to the extent notified by Buyer, any extensions thereof). At the end of such period, Buyer shall provide the Seller Parties with at least ten sixty (60) days prior written notice before destroying any such books and records, during which period the party receiving such notice can elect to take possession, at its own expense, of such books and records.