Assistance and Cooperation Clause Samples

Assistance and Cooperation. The Majority -------------------------- Stockholders' Representative on the one hand, and Digital Angel and the Company, on the other, shall cooperate (and cause their affiliates to cooperate) with each other and with each others' agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Company, including (i) preparation and filing of tax returns, (ii) determining the liability and amount of any Taxes due or the right to and amount of any refund of Taxes, (iii) examinations of tax returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include each party making all information and documents in its possession relating to the Company available to the other party. The parties shall retain all tax returns, schedules and work papers, and all material records and other documents relating thereto, until the expiration of the applicable statute of limitations (including, to the extent notified by any party, any extension thereof) of the Tax period to which such tax returns and other documents and information relate. Each of the parties shall also make available to the other party, as reasonably requested and available, personnel (including officers, directors, employees and agents) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes.

Assistance and Cooperation. After the Closing Date, Aon and Buyer shall (and shall cause their respective Affiliates to): (i) assist the other parties in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with Section 8.1(b); (ii) cooperate fully in preparing for any audits of, or disputes with taxing authorities regarding, any Tax Returns of the Company and the Subsidiaries; (iii) make available to the others and to any taxing authority as reasonably requested all information, records, and documents relating to Taxes of the Company and the Subsidiaries; (iv) provide timely notice to the others in writing of any pending or threatened Tax audits or assessments of the Company and the Subsidiaries for taxable periods for which the other may have a liability under this Section 8.1; (v) furnish the others with copies of all correspondence received from any taxing authority in connection with any Tax audit or information request with respect to any such taxable period; (vi) timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Taxes described in Section 8.1(a)(v) (relating to sales, transfer and similar Taxes); and (vii) timely provide to the others powers of attorney or similar authorizations necessary to carry out the purposes of this Section 8.1.

Assistance and Cooperation. (i) Notwithstanding anything to the contrary in this Agreement (including Section 7.4(b)), following the Closing Date, the Stakeholder Representative, and its Affiliates, on the one hand, and Parent and its Affiliates (including the Acquired Companies), on the other hand, shall (and shall cause their respective Affiliates to), to the extent reasonably requested in writing by the other party: a. make available to the other party or parties all information in its possession relating to any of the Acquired Companies which is relevant in the preparation and filing of any Tax Return (including any Pro Forma Tax Return) for any Tax period; b. cooperate fully in responding to any inquiry from, or any dispute with, any Governmental Entity and in the preparation for or defense of any Third Party Claim relating to Taxes, in each case relating to any of the Acquired Companies; and c. timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Taxes. (ii) Section 9.3 shall apply to any Third Party Claim for Taxes for any Pre-Closing Tax Period; provided that (A) Parent or the Surviving Corporation shall provide notice of any such Third Party Claim to the Stakeholder Representative regardless of whether Parent or the Surviving Corporation intends to seek indemnity pursuant to Article IX with respect to such Third Party Claim; and (B) neither Parent, the Surviving Corporation nor any of their respective Affiliates shall be permitted to settle or compromise any such Third Party Claim that could result in an increase in Taxes (or reduction in Tax attributes) (x) of the Acquired Companies for any Pre-Closing Tax Period or (y) of the ICG Consolidated Group, in each case without the prior written consent of the Stakeholder Representative (which consent shall not be unreasonably withheld, conditioned or delayed). In the case of any Third Party Claim with respect to Taxes that is controlled by the Stakeholder Representative or another member of the ICG Consolidated Group (other than any Acquired Company), such Person (A) shall, as it determines to be reasonable, prosecute such Third Party Claim in good faith, (B) shall keep the Parent reasonably informed of the status of developments with respect to such Third Party Claim and (C) shall not settle or concede any such Third Party Claim without the prior written consent (which consent shall not be ...

Assistance and Cooperation. After the Closing Date, the Shareholders and THK shall (and shall cause their respective Affiliates to): (a) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with Section 12.1; (b) cooperate fully in preparing for any audits of, or disputes with taxing authorities regarding, any Tax Returns of Litmus; (c) make available to the other and to any taxing authority as reasonably requested all information, records, and documents relating to Taxes of Litmus; (d) provide timely notice to the other in writing of any pending or threatened Tax audits or assessments of Litmus for taxable periods for which the other may have a liability under this Article XII; (e) furnish the other with copies of all correspondence received from any taxing authority in connection with any Tax audit or information request with respect to any such taxable period; (f) timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Taxes relating to sales, transfer and similar Taxes; (g) timely provide to the other powers of attorney or similar authorizations necessary to carry out the purposes of this Article XII; (h) retain all books and records with respect to Tax matters pertinent to Litmus relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the other party, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority; and (i) give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, allow the other party to take possession of such books and records or obtain copies of same.

Assistance and Cooperation. With respect to Inventions described in paragraph (d), above, I will assist the Company in every proper way (but at the Company's expense) to obtain, and from time to time enforce, patents, copyrights or other rights on these Inventions in any and all countries, and will execute all documents reasonably necessary or appropriate for this purpose. This obligation shall survive the termination of my employment. In the event that the Company is unable for any reason whatsoever to secure my signature to any document reasonably necessary or appropriate for any of the foregoing purposes (including renewals, extensions, continuations, divisions or continuations in part), I hereby irrevocably designate and appoint the Company, and its duly authorized officers and agents, as my agents and attorneys-in-fact to act for and in my behalf and instead of me, but only for the purpose of executing and filing any such document and doing all other lawfully permitted acts to accomplish the foregoing purposes with the same legal force and effect as if executed by me.

Assistance and Cooperation. After the Closing Date: (i) Subject to the limitations set forth in this paragraph, Seller Representative and Buyers and their respective Affiliates shall cooperate in the preparation and review of all Tax Returns of, and in the conduct of any Tax Claim with respect to, the Acquired Companies for any taxable periods for which one party could reasonably require the assistance of the other party in obtaining any necessary information. Such cooperation shall include, but not be limited to, furnishing copies of appropriate notices and forms or other communications received from or sent to any Governmental Body which relate to the Acquired Companies and providing such information within such party’s possession as is reasonably determined by the requesting party to be necessary for the preparation or review of Tax Returns or conduct of Tax Claims, as applicable. (ii) Except as required by applicable Legal Requirements, for a period the longer of four years after the Closing Date or the expiration of any applicable statute of limitations, Buyers shall, and shall cause the Company to, retain and not destroy or dispose of any Tax Returns (including supporting materials), and books and records (including computer files) with respect to the Taxes, of the Acquired Companies for all taxable periods ending or deemed to end on or prior to the Closing Date. (iii) Without limiting (i) and (ii) above, Buyers shall cause the Company, upon reasonable request of the Seller Representative, to (A) cooperate with the Seller Representative, provided such cooperation is commercially reasonable and not otherwise unduly burdensome and does not require the expenditure of incremental funds to third parties (unless reimbursed by Sellers), and (B) provide to the Seller Representative and its Representatives reasonable access during normal working hours to the books, records and personnel of the Acquired Companies relating to the Contemplated Transactions and the operation of the Business of the Acquired Companies through the Closing Date, and the right to make copies thereof at the expense of the Seller Representative, in each case solely for the purposes of facilitating on a timely basis (1) the preparation of Compass financial statements (including pro forma financial statements if required), and (2) the review of any Compass audit or review work papers.

Assistance and Cooperation. After the Closing Date, each of Seller and Purchaser shall: (a) Make available to the other and to any taxing authority as reasonably requested all relevant information, records, and documents relating to Taxes with respect to the Assets, the Assumed Liabilities, or the operation of the Branches; (b) Provide timely notice to the other in writing of any pending or proposed Tax audits (with copies of all relevant correspondence received from any taxing authority in connection with any Tax audit or information request) or Tax assessments with respect to the Assets, the Assumed Liabilities, or the operation of the Branches for taxable periods for which the other may have a liability under this Agreement; and (c) The party requesting assistance or cooperation shall bear the other party’s reasonable out-of-pocket expenses in complying with such request to the extent that those expenses are attributable to fees and other costs of unaffiliated third party service providers.

Assistance and Cooperation. After the Closing Date, each of Seller and Purchaser shall: (a) Make available to the other and to any taxing authority as reasonably requested all relevant information, records, and documents relating to Taxes with respect to the Assets or income therefrom, the Liabilities or payments in respect thereof, or the operation of the Branches; (b) Provide timely notice to the other in writing of any pending or proposed Tax audits (with copies of all relevant correspondence received from any Taxing authority in connection with any Tax audit or information request) or Tax assessments with respect to the Assets or the income therefrom, the Liabilities or payments in respect thereof, or the operation of the Branches for taxable periods for which the other may have a liability under this Article 8; and (c) The party requesting assistance or cooperation shall bear the other party's out-of-pocket expenses in complying with such request to the extent that those expenses are attributable to fees and other costs of unaffiliated third party service providers.

Assistance and Cooperation. Indirect Parent, Second Intermediary -------------------------- Parent, First Intermediary Parent and Parent as one party and Purchaser as the other (and their respective Affiliates) shall at their own expense: (a) assist the other party in preparing any Returns which such other party is responsible for preparing and filing in accordance with this Article VIII; (b) cooperate fully in preparing for any audits of, or disputes with Taxing authorities regarding, any Returns relating to the Company; (c) make available to the other and to any Taxing authority as reasonably requested all information, records, and documents relating to Taxes concerning the Company; (d) make available to the other and to any Taxing authority as reasonably requested employees and independent auditors to provide explanations and additional information relating to Taxes concerning the Company; (e) provide timely notice to the other in writing of any pending or threatened Tax audits, assessments or Tax Proceedings with respect to the Company for taxable periods for which the other may have a liability under this Article VIII; (f) furnish the other with copies of all correspondence received from any Taxing authority in connection with any Tax audit or Tax Proceedings with respect to any taxable period for which the other may have a liability under this Article VIII; and (g) retain any books and records that could reasonably be expected to be necessary or useful in connection with Purchaser's or Parent's preparation, as the case may be, of any Return, or for any audit, examination, or Proceeding relating to Taxes. Such books and records shall be retained until the expiration of the applicable statute of limitations (including extensions thereof to the extent the party has been notified thereof); provided, however, that in the event of an -41- audit, examination, investigation or Proceeding has been instituted prior to the expiration of the applicable statute of limitations (or in the event of any claim under this Agreement), the books and records shall be retained until there is a final determination thereof (and the time for any appeal has expired).