Common use of Cooperation and Exchange of Information Clause in Contracts

Cooperation and Exchange of Information. The Target Representative, the Target Company and Holdings shall provide each other with such cooperation and information as either of them reasonably may request of the others in filing any Tax Return pursuant to this Article VI or in connection with any audit or other proceeding in respect of Taxes of the Target Company and its Subsidiaries. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Target Representative, the Target Company and Holdings shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Target Company and its Subsidiaries for any taxable period beginning before the Closing Date until the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by any of the other parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Target Company and its Subsidiaries for any taxable period beginning before the Closing Date, Target Representative, the Target Company or Holdings (as the case may be) shall provide the other parties with reasonable written notice and offer the other parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Target Representative, Stockholders’ Representative and the Target Company and Holdings Parent shall provide each other with such cooperation and information as either of them reasonably may request of the others other in filing any Tax Return pursuant to this Article ARTICLE VI or in connection with any audit or other proceeding in respect of Taxes of the Target Company and its SubsidiariesCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers papers, and documents relating to rulings or other determinations by tax authoritiesTax Authorities. Each of Target Representative, the Target Company Stockholders and Holdings the Parent shall retain all Tax Returns, schedules and work papers, records records, and other documents in his or its possession relating to Tax matters of the Target Company and its Subsidiaries or Taxes of the Stockholders related to the Company for any taxable period beginning before the Closing Date until the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by any of the other parties party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying destroying, or discarding any Tax Returns, schedules and work papers, records records, and other documents in its or his possession relating to Tax matters of the Target Company and its Subsidiaries for any taxable period beginning before the Closing Date, Target Representative, the Target Company Stockholders or Holdings the Parent (as the case may be) shall provide the other parties party with reasonable written notice and offer the other parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Target Stockholder Representative, the Target Company and Holdings Parent shall provide each other with such cooperation and information as either of them reasonably may request of the others in filing any Tax Return pursuant to this Article VI or in connection with any audit or other proceeding in respect of Taxes of the Target Company and or any of its Subsidiaries. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Target the Stockholder Representative, the Target Company and Holdings Parent shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Target Company and its Subsidiaries for any taxable period beginning before the Closing Date until the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by any of the other parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Target Company and its Subsidiaries for any taxable period beginning before the Closing Date, Target the Stockholder Representative, the Target Company or Holdings Parent (as the case may be) shall provide the other parties with reasonable written notice and offer the other parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Target Representative, the Target Company Equityholder Representative and Holdings Parent shall provide each other with such cooperation and information as either of them reasonably may request of the others other in filing any Tax Return pursuant to this Article ARTICLE VI or in connection with any audit or other proceeding in respect of Taxes of the Target Company and or any of its Subsidiaries. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authoritiesauthorities and the making available of relevant personnel, agents and any representatives. Each of Target Representative, the Target Company Equityholder Representative and Holdings Parent shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Target Company and or any of its Subsidiaries for any taxable period beginning before the Closing Date until the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by any of the other parties party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Target Company and or any of its Subsidiaries for any taxable period beginning before the Closing Date, Target Representative, the Target Company Equityholder Representative or Holdings Parent (as the case may be) shall provide the other parties party with reasonable written notice and offer the other parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Target Representative, the Target Company Contributors and Holdings Beneficiary shall provide each other with such cooperation and information as either of them reasonably may request of the others other in filing any Tax Return pursuant to this Article VI VII or in connection with any audit or other proceeding in respect of Taxes of the Target Company and its SubsidiariesCompanies. Such cooperation and information shall include providing copies of relevant Tax Returns relating to Tax matters of the Companies or portions thereof, together with accompanying the Companies’ schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Target Representative, the Target Company Contributors and Holdings Beneficiary shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Target Company and its Subsidiaries for any taxable period beginning before the Closing Date until the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by any of the other parties party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any such Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Target Company and its Subsidiaries Scomedica for any taxable period beginning before the Closing Date, Target Representative, the Target Company Contributors or Holdings Beneficiary (as the case may be) shall provide the other parties party with reasonable written notice and offer the other parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Target RepresentativeStockholder Representative (to the extent of information in its possession), the Target Company and Holdings Parent shall provide each other with such cooperation and information as either of them reasonably may request of the others in filing any Tax Return pursuant to this Article ARTICLE VI or in connection with any audit or other proceeding in respect of Taxes of the Target Company and its SubsidiariesCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Target Stockholder Representative, the Target Company and Holdings Parent shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Target Company and its Subsidiaries for any taxable period beginning before the Closing Date until the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by any of the other parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Target Company and its Subsidiaries for any taxable period beginning before the Closing Date, Target Stockholder Representative, the Target Company or Holdings Parent (as the case may be) shall provide the other parties with reasonable written notice and offer the other parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Target Representative, Founders and the Target Company and Holdings Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the others other in filing any Tax Return pursuant to this Article VI X or in connection with any audit or other proceeding in respect of Taxes of the Target Company and its Company, OCW or any of OCW’s Subsidiaries. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Target Representative, the Target Company Stockholders and Holdings the Purchaser shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Target Company and its Company, OCW or any of OCW’s Subsidiaries for any taxable period beginning before the Closing Date until the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by any of the other parties party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Target Company and its Company, OCW or any of OCW’s Subsidiaries for any taxable period beginning before the Closing Date, Target Representative, the Target Company Stockholders or Holdings the Purchaser (as the case may be) shall provide the other parties Party with reasonable written notice and offer the other parties Party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Target Representative, Sellers’ Representative and the Target Company and Holdings Buyers shall provide each other with such cooperation and information as either of them reasonably may request of the others other in filing any Tax Return pursuant to this Article VI or in connection with any audit or other proceeding in respect of Taxes of the Target Company and its SubsidiariesCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authoritiesauthorities and the making available of relevant personnel, agents and any representatives. Each of Target Representative, Sellers’ Representative and the Target Company and Holdings Buyers shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Target Company and its Subsidiaries for any taxable period beginning before the Closing Date until the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by any of the other parties party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Target Company and its Subsidiaries for any taxable period beginning before the Closing Date, Target Representative, Sellers’ Representative or the Target Company or Holdings Buyers (as the case may be) shall provide the other parties party with reasonable written notice and offer the other parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Target Representative, the Target Company Equityholder Representative and Holdings Parent shall provide each other with such cooperation and information as either of them reasonably may request of the others other in filing any Tax Return pursuant to this Article VI or in connection with any audit or other proceeding in respect of Taxes of the Target Company and or any of its Subsidiaries. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authoritiesauthorities and the making available of relevant personnel, agents and any representatives. Each of Target Representative, the Target Company Equityholder Representative and Holdings Parent shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Target Company and or any of its Subsidiaries for any taxable period beginning before the Closing Date until the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by any of the other parties party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Target Company and or any of its Subsidiaries for any taxable period beginning before the Closing Date, Target Representative, the Target Company Equityholder Representative or Holdings Parent (as the case may be) shall provide the other parties party with reasonable written notice and offer the other parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Target Representative, the Target Company Equityholder Representative and Holdings Parent shall provide each other with such cooperation and information as either of them reasonably may request of the others other in filing any Tax Return pursuant to this Article VI ARTICLE VII or in connection with any audit or other proceeding in respect of Taxes of the Target Company and or any of its Subsidiaries. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Target Representativethe Equityholders, the Target Company Equityholder Representative and Holdings Parent shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Target Company and its Subsidiaries for any taxable period beginning before the Closing Date until the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by any of the other parties party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Target Company and or any of its Subsidiaries for any taxable period beginning before the Closing Date, Target Representative, the Target Company Equityholder Representative or Holdings Parent (as the case may be) shall provide the other parties Parties with reasonable written notice and offer the other parties Parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Target Representative, the Target Company (as the Surviving Corporation after the Closing Date) and Holdings Parent shall provide each other with such cooperation and information as either of them reasonably may request of the others in filing any Tax Return pursuant to this Article VI 7 or in connection with any audit or other proceeding in respect of Taxes of the Target Company and its SubsidiariesCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Target the Representative, the Target Company and Holdings Parent shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Target Company and its Subsidiaries for any taxable period beginning before the Closing Date until the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by any of the other parties Parties in writing of such extensions for the respective Tax periods. Prior to Before transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Target Company and its Subsidiaries for any taxable period beginning before the Closing Date, Target the Representative, the Target Company or Holdings Parent (as the case may be) shall provide the other parties with reasonable written notice and offer the other parties Parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Target Stockholder Representative, the Target Company and Holdings shall provide each other with such cooperation and information as either of them reasonably may request of the others in filing any Tax Return pursuant to this Article VI or in connection with any audit or other proceeding in respect of Taxes of the Target Company and its Subsidiaries. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Target Stockholder Representative, the Target Company and Holdings shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Target Company and its Subsidiaries for any taxable period beginning before the Closing Date until the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by any of the other parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Target Company and its Subsidiaries for any taxable period beginning before the Closing Date, Target Stockholder Representative, the Target Company or Holdings (as the case may be) shall provide the other parties with reasonable written notice and offer the other parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Target Representative, the Target Company Sellers’ Representative and Holdings shall provide each other with such cooperation and information as either of them reasonably may request of the others other in filing any Tax Return pursuant to this Article VI ARTICLE 6 or in connection with any audit or other proceeding in respect of Taxes of the Target Company and its Companies or their Subsidiaries. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Target Representative, the Target Company Sellers’ Representative and Holdings shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Target Company and its Companies or their Subsidiaries for any taxable period beginning before the Closing Date until the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by any of the other parties party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Target Company and its Companies or their Subsidiaries for any taxable period beginning before the Closing Date, Target Representative, the Target Company Sellers’ Representative or Holdings (as the case may be) shall provide the other parties party with reasonable written notice and offer the other parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Target Stockholder Representative, the Target Company and Holdings Parent shall provide each other with such cooperation and information as either of them reasonably may request of the others in filing any Tax Return pursuant to this Article VI VII or in connection with any audit or other proceeding in respect of Taxes of the Target Company and or any of its Subsidiaries. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Target Stockholder Representative, the Target Company and Holdings Parent shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Target Company and or any of its Subsidiaries for any taxable period beginning before the Closing Date until the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by any of the other parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Target Company and or any of its Subsidiaries for any taxable period beginning before the Closing Date, Target Stockholder Representative, the Target Company or Holdings Parent (as the case may be) shall provide the other parties with reasonable written notice and offer the other parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Target RepresentativeSellers, the Target Company SBE Holdco, and Holdings Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the others other in filing any Tax Return pursuant to this Article VI ARTICLE V or in connection with any audit or other proceeding in respect of Taxes of the Target Company and its SubsidiariesCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Target RepresentativeSellers, the Target Company SBE Holdco, and Holdings Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Target Company and its Subsidiaries for any taxable period beginning before the Closing Date until the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by any of the other parties party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Target Company and its Subsidiaries for any taxable period beginning before the Closing Date, Target RepresentativeSellers, the Target Company SBE Holdco, or Holdings Buyer (as the case may be) shall provide the other parties party with reasonable written notice and offer the other parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Target Representative, the Target Company Sellers and Holdings Buyers shall provide each other with such cooperation and information as either any of them reasonably may request of the others in filing any Tax Return pursuant to this Article VI or in connection with any Tax Claim, audit or other proceeding in respect of Taxes of any Target Company, in each case subject to the Target Company and its Subsidiariesterms of this Agreement. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers papers, and documents relating to rulings or other determinations by tax authorities. Each of Target Representative, the Target Company Sellers and Holdings Buyers shall retain all Tax Returns, schedules and work papers, records records, and other documents in its possession relating to Tax matters of the Target Company and its Subsidiaries Companies for any taxable period beginning before the Closing Date until the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by any of the other parties party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying destroying, or discarding any Tax Returns, schedules and work papers, records records, and other documents in its possession relating to Tax matters of the Target Company and its Subsidiaries Companies for any taxable period beginning before the Closing Date, Target Representative, the Target Company Sellers or Holdings Buyers (as the case may be) shall provide the other parties with reasonable written notice and offer the other parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Target Member Representative, the Target Company and Holdings shall provide each other with such cooperation and information as either of them reasonably may request of the others in filing any Tax Return pursuant to this Article VI or in connection with any audit or other proceeding in respect of Taxes of the Target Company and its Subsidiaries. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Target Member Representative, the Target Company and Holdings shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Target Company and its Subsidiaries for any taxable period beginning before the Closing Date until the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by any of the other parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Target Company and its Subsidiaries for any taxable period beginning before the Closing Date, Target Member Representative, the Target Company or Holdings (as the case may be) shall provide the other parties with reasonable written notice and offer the other parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Target RepresentativeCompany Parent, the Target Company and Holdings shall provide each other with such cooperation and information as either of them reasonably may request of the others in filing any Tax Return pursuant to this Article VI or in connection with any audit or other proceeding in respect of Taxes of the Target Company and its Subsidiaries. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Target RepresentativeCompany Parent, the Target Company and Holdings shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Target Company and its Subsidiaries for any taxable period beginning before the Closing Unwind Option Expiration Date until the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by any of the other parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Target Company and its Subsidiaries for any taxable period beginning before the Closing Date, Target RepresentativeCompany Parent, the Target Company or Holdings (as the case may be) shall provide the other parties with reasonable written notice and offer the other parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Target RepresentativeVendors, Principals and the Target Company and Holdings Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the others in filing any Tax Return pursuant to this Article VI 7 or in connection with any audit or other proceeding in respect of Taxes of the Target Company and its SubsidiariesGroup. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of the Vendors, Principals, Target Representative, Group Members and the Target Company and Holdings Purchaser shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Target Company and its Subsidiaries Group for any taxable period beginning before the Closing Date until the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by any of the other parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Target Company and its Subsidiaries Group for any taxable period beginning before the Closing Date, the Vendors, Principals, Target Representative, Group Members or the Target Company or Holdings Purchaser (as the case may be) shall provide the other parties with reasonable written notice and offer the other parties the opportunity to take custody of such materials.