Common use of Tax Cooperation and Exchange of Information Clause in Contracts

Tax Cooperation and Exchange of Information. The Sellers and the Purchasers shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchasers shall cause the Companies and the Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers and the Purchasers shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.07. Notwithstanding anything to the contrary in Section 5.02, each of the Sellers and the Purchasers shall retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of their Affiliates) relating to Tax matters of any Company or any Subsidiary for any taxable period that includes the date of the Closing and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions or (ii) six years following the due date (without extension) for such Tax Returns. Prior to disposing of any such records in accordance with the previous sentence, the party holding the records will provide the other party notice of such disposal and offer to deliver such records to the other party at the other party’s expense. Any information obtained under this Section 7.07 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers Seller and the Purchasers Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchasers Purchaser shall cause the Acquired Companies and the Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers Seller and the Purchasers Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.077.05. Notwithstanding anything to the contrary in Section 5.02, each of the Sellers Seller and the Purchasers Purchaser shall retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of their its Affiliates) relating to Tax matters of any Company or any Subsidiary the Purchased Assets, the Business and the Acquired Companies for any taxable period that includes the date of the Closing and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions or (ii) six years following the due date (without extension) for such Tax Returns. Prior to disposing of any such records in accordance with the previous sentence, the party holding the records will provide the other party notice of such disposal and offer to deliver such records to the other party at the other party’s expense. Any information obtained under this Section 7.07 7.05 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers After the Closing Date, Seller and the Purchasers Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchasers shall cause the Companies and the Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or Taxes, participating in or conducting any audit or other proceeding in respect of TaxesTaxes or effectuating the terms of this Agreement. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authoritiesGovernmental Authorities. The Sellers Seller and the Purchasers Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.076.11. Notwithstanding anything to the contrary in Section 5.02, each of the Sellers and the Purchasers The parties shall retain all Tax Returns, schedules and work papers papers, and all material records or and other documents in its possession (or in relating thereto with respect to the possession of their Affiliates) relating to Tax matters of any Company or any Subsidiary for any taxable period that includes the date of the Closing and for all prior taxable periods Purchased Assets, until the later of (i) the expiration of the statute of limitations of (and, to the extent notified by any party, any extensions thereof) with respect to the taxable periods years to which such Tax Returns and other documents relaterelate and, without regard to extensions or (ii) six years following the due date (without extension) for unless such Tax Returns. Prior Returns and other documents are offered and delivered to disposing Seller or Purchaser, as applicable, until the final determination of any such records Tax in accordance with the previous sentence, the party holding the records will provide the other party notice respect of such disposal and offer years. Notwithstanding the foregoing, no party shall be unreasonably required to deliver such records prepare any document, or determine any information, not then in its possession in response to the other party at the other party’s expensea request under this Section 6.11. Any information obtained under this Section 7.07 6.11 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers Seller and the Purchasers shall Buyer will provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchasers shall cause the Companies and the Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability any Liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of TaxesTaxes relating to the Purchased Assets or the Business. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules and related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers Seller and the Purchasers shall Buyer will make themselves (and their respective employees) reasonably available available, on a mutually convenient basis basis, to provide explanations of any documents or information provided under this Section 7.075.9. Notwithstanding anything to the contrary in Section 5.02, each Each of the Sellers Seller and the Purchasers shall Buyer will retain all Tax Returns, schedules and work papers and all material records or other documents in its possession (or in the possession of their its Affiliates) relating to Tax matters of any Company relevant to the Purchased Assets or any Subsidiary the Business for any the taxable period that includes the date of first ending after the Closing and for all prior taxable periods until the later of (ia) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions extensions, or (iib) six years following the due date (without extension) for such Tax Returns. Prior to disposing of any such records in accordance with the previous sentence, the party holding the records will provide the other party notice of such disposal and offer to deliver such records to the other party at the other party’s expense. Any information obtained under this Section 7.07 5.9 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers Seller Representative and the Purchasers Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchasers Purchaser shall cause the Companies and the Subsidiaries Register Entities to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities. The Sellers Seller Representative and the Purchasers Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.078.02. Notwithstanding anything to the contrary in Section 5.026.02, each of the Sellers Register Entities and the Purchasers Purchaser shall retain all Tax Returns, work papers and all material records or other documents in its their possession (or in the possession of their Affiliates) relating to Tax matters of any Company or any Subsidiary the Register Entities for any taxable period that includes the date of the Closing Date and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, relate (without regard to extensions extensions), or (ii) six (6) years following the due date (without extensionregard to extensions) for such Tax Returns. Prior to disposing of any such records in accordance with the previous sentence, the party holding the records will provide the other party notice of such disposal and offer to deliver such records to the other party at the other party’s expense. Any information obtained under this Section 7.07 8.02 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Tax Cooperation and Exchange of Information. The Sellers DC Contributors and the Purchasers Investor shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchasers Investor shall cause the Companies Company and the Company Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authoritiesTaxing Authorities. The Sellers DC Contributors and the Purchasers Investor shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide such cooperation, including explanations of any documents or information provided under this Section 7.077.05. Notwithstanding anything to the contrary in Section 5.02, each of the Sellers DC Contributors and the Purchasers Investor shall retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of their its Affiliates) relating to Tax matters of any Company or any Subsidiary for any taxable period that includes the date of the Closing (and any Delayed Closing) and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions or (ii) six years following except to the due date (without extension) for such Tax Returns. Prior to disposing of any such records in accordance with the previous sentence, the party holding the records will provide extent notified by the other party notice in writing of such disposal and offer to deliver such records to extensions for the other party at the other party’s expenserespective Tax periods. Any information obtained under this Section 7.07 7.05 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.