Common use of Assistance and Cooperation Clause in Contracts

Assistance and Cooperation. After the Closing Date, each of Seller and Buyer will: (i) reasonably assist (and cause their respective Affiliates to assist) the other party in preparing any Tax Returns or reports which such other party is responsible for preparing and filing in accordance with this Article V; (ii) reasonably cooperate in preparing for any audits of, or disputes with taxing authorities regarding, any Tax Returns of the Company; (iii) make available to the other and to any taxing authority as reasonably requested all information, records, and documents relating to Taxes of the Company; (iv) provide timely notice to the other in writing of any pending or threatened tax audits or assessments of the Company for taxable periods for which the other may have a liability under this Article V, provided, that failure to comply with this provision will not affect the other party’s rights to indemnification hereunder; and (v) 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 for which the other may have a liability under this Article V.

Assistance and Cooperation. After the applicable Closing Date, each of Seller Sellers and Buyer willPurchaser shall: (i) reasonably assist (and cause their respective Affiliates to assist) the other party in preparing any Tax Returns or reports which such other party is responsible for preparing and filing in accordance with this Article VSection 5.5; (ii) reasonably cooperate fully in preparing for any audits of, or disputes with taxing authorities regarding, any Tax Returns of the any Company; (iii) make available to the other and to any taxing authority as reasonably requested all information, records, and documents relating to Taxes of the any Company; (iv) provide timely notice to the other in writing of any pending or threatened tax audits or assessments of the any Company for taxable periods for which the other may have a liability under this Article V, provided, that failure to comply with this provision will not affect the other party’s rights to indemnification hereunderSection 5.5; and (v) 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 for which the other may have a liability under this Article V.period.

Assistance and Cooperation. After the Closing Date, each of Seller Sellers and Buyer willshall: (i) reasonably assist (and cause their respective Affiliates to assist) the other party in preparing any Tax Returns or reports which such other party is responsible for preparing and filing in accordance with this Article VSection 8.5; (ii) reasonably cooperate fully in preparing for any audits of, or disputes with taxing authorities regarding, any Tax Returns of the CompanyForemost; (iii) make available to the other and to any taxing authority as reasonably requested all information, records, and documents relating to Taxes of the CompanyForemost; (iv) provide timely notice to the other in writing of any pending or threatened tax audits or assessments of the Company Foremost for taxable periods for which the other may have a liability under this Article V, provided, that failure to comply with this provision will not affect the other party’s rights to indemnification hereunderSection 8.5; and (v) 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 for which the other may have a liability under this Article V.Section 8.5.

Assistance and Cooperation. After the Closing Date, each of Seller -------------------------- Parent and Buyer willCompany shall: (ia) reasonably assist (and cause their respective Affiliates affiliates to assist) the other party in preparing any Tax Returns or reports which such other party is responsible for preparing and filing in accordance with this Article Vfiling; (iib) reasonably cooperate fully in preparing for any audits of, or disputes with taxing authorities regarding, any Tax Returns of the Company; (iiic) make available to the other and to any taxing authority as reasonably requested all information, records, and documents relating to Taxes of the Company; (ivd) provide timely notice to the other in writing of any pending or threatened tax audits or assessments of the Company for taxable periods for which the other may have a liability under this Article Vliability, provided, provided that failure to comply with this provision will shall not affect the other party’s 's rights to indemnification hereunder; and (ve) 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 for which the other may have a liability under this Article V.period.

Assistance and Cooperation. After the Closing Date, each of the Seller and Buyer Purchaser each will:: Membership Interest Purchase Agreement 39 (i) reasonably assist (and cause their respective Affiliates to assist) the other party in preparing any Tax Returns or reports which that such other party is responsible for preparing and filing in accordance with this Article VSection 6.4(i); (ii) reasonably cooperate fully in preparing for any audits of, or disputes with taxing authorities regarding, any Tax Returns of the Company; (iii) make available to the other and to any taxing authority Taxing Authority as reasonably requested all information, records, and documents relating to Taxes of the Company; (iv) provide timely notice to the other in writing of any pending or threatened tax audits or assessments of the Company for taxable periods for which the other may have a liability under this Article V, provided, that failure to comply with this provision will not affect the other party’s rights to indemnification hereunderSection 6.4; and (v) furnish the other with copies of all correspondence received from any taxing authority in connection with any tax Tax Claim or other audit or information request with respect to any such taxable period for which the other may have a liability under this Article V.period.

Assistance and Cooperation. After the Closing DateClosing, each of Seller the Purchaser, the Company and Buyer willits Subsidiaries and the Principal Shareholders shall: (ia) reasonably assist (and cause their respective Affiliates to assist) the other party cooperate fully in preparing any Tax Returns or reports which such other party is responsible for preparing of the Company and filing in accordance with this Article V; (ii) reasonably cooperate in its Subsidiaries and preparing for any audits of, or disputes or litigation with taxing authorities regarding, any Tax Returns of with respect to the CompanyCompany and its Subsidiaries; (iiib) make available to the other and to any taxing authority as reasonably requested all information, records, information and documents relating to Taxes of the CompanyCompany and its Subsidiaries; (ivc) provide timely notice to the other in writing of any pending or threatened tax audits audits, assessments or assessments of litigation with respect to the Company and its Subsidiaries for any taxable periods period for which the other party may have a liability under this Article V, provided, that failure to comply with this provision will not affect the other party’s rights to indemnification hereunderXII; and (vd) 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 for which the other may have a liability under this Article V.XII.

Assistance and Cooperation. After the Closing Date, each of Seller the Sellers and Buyer willPurchaser shall: (ia) reasonably assist (and cause their respective Affiliates to assist) the other party in preparing any Tax Returns or reports which such other party is responsible for preparing and filing in accordance with this Article VSection 5; (iib) reasonably cooperate fully in preparing for any audits of, or disputes with taxing authorities regarding, any Tax Returns of the CompanyCompanies; (iiic) make available to the other and to any taxing authority as reasonably requested all information, records, and documents relating to Taxes of the CompanyCompanies; (ivd) provide timely notice to the other in writing of any pending or threatened tax audits or assessments of the Company Companies for taxable periods for which the other may have a liability under this Article V, provided, that failure to comply with this provision will not affect the other party’s rights to indemnification hereunderSection 5; and (ve) 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 for which the other may have a liability under this Article V.period.

Assistance and Cooperation. After the Closing Date, each of Seller the Sellers and the Buyer willshall: (ia) reasonably assist (and cause their respective Affiliates affiliates to assist) the other party parties in preparing any Tax Returns or reports which such other party is parties are responsible for preparing and filing in accordance with this Article VSection 12.1; (iib) reasonably cooperate fully in preparing for any audits of, or disputes with taxing authorities regarding, any Tax Returns of the Company; (iiic) make available to the other party or parties and to any taxing authority as reasonably requested all information, records, records and documents relating to Taxes of the Company; (ivd) provide timely notice to the other party or parties in writing of any pending or threatened tax audits or assessments of the Company for taxable periods for which the other party or parties may have a liability under this Article V, provided, that failure to comply with this provision will not affect the other party’s rights to indemnification hereunder12; and (ve) furnish the other party or parties 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 for which of the other may have a liability under this Article V.Company.

Assistance and Cooperation. After the Closing Effective Date, each of Seller CKE and Buyer will: Star shall: (i) reasonably assist (and cause their respective Affiliates affiliates to assist) the other party in preparing any Tax Returns or reports which such other party is responsible for preparing and filing in accordance with this Article V; Agreement; (ii) reasonably cooperate fully in preparing for any audits of, or disputes with taxing authorities regarding, any Tax Returns of the Company; Star Group; (iii) make available to the other and to any taxing authority as reasonably requested all information, records, and documents relating to Taxes of the Company; Star Group; (iv) provide timely notice to the other in writing of any pending or threatened tax audits or assessments of the Company Star Group for taxable periods for which the other may have a liability under this Article VAgreement, provided, that failure to comply with this provision will shall not affect the other party’s 's rights to indemnification hereunder; and and (v) 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 for which the other may have a liability under this Article V.period.

Assistance and Cooperation. After the Closing Date, each of Seller and Buyer willshall: (i) reasonably assist (cooperate and cause their respective Affiliates to assist) cooperate with the other party Party in preparing any Tax Returns or reports which such other party Party is responsible for preparing and filing in accordance with this Article VSection 6.3(a); (ii) reasonably cooperate fully in preparing for any audits of, or disputes with taxing authorities regarding, any Tax Returns of the CompanyCompanies; (iii) make available to the other and to any taxing authority as reasonably requested all information, records, and documents relating to Taxes of the CompanyCompanies; (iv) provide timely notice to the other in writing of any pending or threatened tax audits or assessments of the Company Companies for taxable periods for which the other may have a liability under this Article V, provided, that failure to comply with this provision will not affect the other party’s rights to indemnification hereunderSection 6.3; and (v) furnish the other with copies of all correspondence received from any taxing authority Governmental Entity in connection with any tax Tax audit or information request with respect to any such taxable period for which the other may have a liability under this Article V.period.

Assistance and Cooperation. After the Closing Date, each of Seller Buyer and Buyer willSellers shall: (ia) reasonably assist (and cause their respective Affiliates to assist) the other party in preparing any Tax Returns or reports which such other party is responsible for preparing and filing in accordance with this Article Vfiling; (iib) reasonably cooperate fully in preparing for any audits of, or disputes with taxing authorities regarding, any Tax Returns of the Company; (iiic) make available to the other and to any taxing authority as reasonably requested all information, records, and documents relating to Taxes of the Company; (ivd) provide timely notice to the other in writing of any pending or threatened tax audits or assessments of the Company for taxable periods for which the other may have a liability under this Article VAgreement; provided, providedhowever, that failure to comply with this provision will shall not affect the other party’s 's rights to indemnification hereunder; and (ve) 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 for which the other may have a liability under this Article V.period.

Assistance and Cooperation. After the Closing Date, each of Seller and -------------------------- Buyer will: (i) reasonably assist shall (and cause their respective Affiliates to assistto): (i) assist the other party in preparing any Tax Returns or reports which such other party is responsible for preparing and filing in accordance with paragraph (b) of this Article VSection 12.1; (ii) reasonably cooperate fully in preparing for any audits of, or disputes with taxing authorities regarding, any Tax Returns of the Company; (iii) make available to the other and to any taxing authority as reasonably requested all information, records, and documents relating to Taxes of the Company; (iv) provide timely notice to the other in writing of any pending or threatened tax audits or assessments of the Company for taxable periods for which the other may have a liability under this Article V, provided, that failure to comply with this provision will not affect the other party’s rights to indemnification hereunderSection 12.1; and (v) 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 for which the other may have a liability under this Article V.Section 12.1.

Assistance and Cooperation. After the Closing Date, each of Seller and Buyer willPurchaser shall: (i) reasonably assist (and cause their respective Affiliates affiliates to assist) the other party in preparing any Tax Returns or reports which such other party is responsible for preparing and filing in accordance with this Article VSection 5.3; (ii) reasonably cooperate fully in preparing for any audits of, or disputes with taxing authorities regarding, any Tax Returns of the Company; (iii) make available to the other and to any taxing authority as reasonably requested all information, records, and documents relating to Taxes of the Company; (iv) provide timely notice to the other in writing of any pending or threatened tax audits or assessments of the Company for taxable periods for which the other may have a liability under this Article V, provided, that failure to comply with this provision will not affect the other party’s rights to indemnification hereunderSection 5.3; and (v) 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 for which the other may have a liability under this Article V.period.

Assistance and Cooperation. After the Closing Date, each of Seller Seller, on the one hand, and Buyer will: (i) reasonably assist Buyer, on the other hand, shall (and shall cause their respective Affiliates to assistto): (a) assist the other party in preparing and filing any Tax Returns Return or reports which report that such other party is responsible for preparing and filing in accordance with this Article VXIV; (iib) reasonably cooperate fully in preparing for any audits audit of, or disputes dispute with taxing authorities regarding, any Tax Returns of Return relating to taxable periods for which the Companyother may have a liability under this Article XIV; (iiic) make available to the other and to any taxing authority Taxing Authority as reasonably requested all information, records, and documents relating to Taxes of the CompanyTaxes; (ivd) provide timely notice to the other in writing of any pending or threatened tax audits Tax audit or assessments of the Company assessment for taxable periods for which the other may have a liability under this Article V, provided, that failure to comply with this provision will not affect the other party’s rights to indemnification hereunderXIV; and (ve) furnish the other with copies of all correspondence received from any taxing authority Taxing Authority in connection with any tax Tax audit or information request with respect to any such taxable period for which the other may have a liability under described in this Article V.Section 14.5.