Common use of Tax Cooperation; Allocation of Taxes Clause in Contracts

Tax Cooperation; Allocation of Taxes. (a) Each party hereto agrees to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Research Activities and the Purchased Assets (including access to books and records) as is reasonably necessary for the filing of all Tax Returns, the making of any election relating to 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. The parties hereto shall retain all books and records with respect to Taxes pertaining to the Purchased Assets for a period of at least six years following the Closing Date. On or after such period, each party shall provide the 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. The parties hereto shall cooperate with each other in the conduct of any audit or other proceeding relating to Taxes involving the Purchased Assets or the Research Activities.

Tax Cooperation; Allocation of Taxes. (a) Each party hereto agrees Buyer and Sellers agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Research Activities and the Purchased Assets (including access to books and records) as is reasonably necessary for the filing of all Tax Returnsreturns, the making of any election relating to 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. The parties hereto Buyer and Sellers shall retain all books and records with respect to Taxes pertaining to the Purchased Assets for a period of at least six years following the Closing Date. On or after the end of such period, each party shall provide the other with at least ten 10 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. The parties hereto Sellers and Buyer shall cooperate with each other in the conduct of any audit or other proceeding relating to Taxes involving the Purchased Assets or the Research ActivitiesAssets.

Tax Cooperation; Allocation of Taxes. (a) Each party hereto agrees Purchaser and Seller agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Research Activities Business and the Purchased Assets (including access to books and records) as is reasonably necessary for the filing of all Tax Returnsreturns, the making of any election relating to 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. The parties hereto Purchaser and Seller shall retain all books and records with respect to Taxes pertaining to the Purchased Assets for a period of at least six years following the Closing Date. On or after the end of such period, each party shall provide the other with at least ten 10 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. The parties hereto Seller and Purchaser shall cooperate with each other in the conduct of any audit or other proceeding relating to Taxes involving the Purchased Assets or the Research ActivitiesBusiness.

Tax Cooperation; Allocation of Taxes. (a) Each party hereto agrees Buyer and the Seller Parties agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Research Activities and the Purchased Transferred Assets (including access to books and records) as is reasonably necessary for the filing of all Tax Returns, the making of any election relating to 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. The parties hereto Buyer and the Seller Parties shall retain all books and records with respect to Taxes pertaining to the Purchased Transferred Assets for a period of at least six years following the Closing Date. On or after the end of such period, each party shall provide the other with at least ten 10 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. The parties hereto Seller Parties and Buyer shall cooperate with each other in the conduct of any audit or other proceeding relating to Taxes involving the Purchased Assets or the Research ActivitiesTransferred Assets.

Tax Cooperation; Allocation of Taxes. (a) Each party hereto agrees The Purchaser and the Company agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Research Activities and the Purchased Assets (including including, without limitation, access to books and records) as is reasonably necessary for the filing of all Tax Returnsreturns, the making of any election relating to Taxes, the preparation for any audit by any Taxing Authoritytaxing authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax. The parties hereto Purchaser and the Company shall retain all books and records with respect to Taxes pertaining to the Purchased Assets for a period of at least six years following the Closing Datedate hereof. On or after At the end of such period, each party shall provide the 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. The parties hereto Purchaser and the Company shall cooperate with each other in the conduct of any audit or other proceeding relating to Taxes involving the Purchased Assets or the Research ActivitiesAssets.

Tax Cooperation; Allocation of Taxes. (a) Each party hereto agrees Purchaser and Seller agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Research Activities Business and the Purchased Acquired Assets (including including, without limitation, access to books and records) as is reasonably necessary for the filing of all Tax Returnsreturns, the making of any election relating to Taxes, the preparation for any audit by any Taxing Authority, taxing authority and the prosecution or defense of any claim, suit or proceeding relating to any Tax. The parties hereto Purchaser and Seller shall retain all books and records with respect to Taxes pertaining to the Purchased Acquired Assets for a period of at least six (6) years following the Closing Date. On or after At the end of such period, each party shall provide the other with at least ten (10) 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. The parties hereto Seller and Purchaser shall cooperate with each other in the conduct of any audit or other proceeding relating to Taxes involving the Purchased Acquired Assets or the Research ActivitiesBusiness.