Common use of Tax Cooperation Clause in Contracts

Tax Cooperation. Buyer, Newco and the Sold Subsidiaries, and Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 9.12 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Newco, the Sold Subsidiaries and Seller agree (i) to retain all books and records with respect to Tax matters pertinent to the Company, Newco and the Sold Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) to 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, Newco and the Sold Subsidiaries or Seller, as the case may be, shall allow the other party to take possession of such books and records. For avoidance of doubt, Buyer shall have no right to inspect or review any Seller Group Tax Return.

Tax Cooperation. BuyerParent, Newco the Company, the Equityholders’ Representative and the Sold Subsidiaries, and Seller Equityholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 9.12 Agreement and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information that which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. NewcoParent, the Sold Subsidiaries Company, the Equityholders’ Representative and Seller the Equityholders agree (ia) to retain all books and records with respect to Tax matters pertinent to the Company, Newco and the Sold Subsidiaries Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Seller, and any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authorityGovernmental Authority; (b) to deliver or make available to Parent, within sixty (60) calendar days after the Closing Date, copies of all such books and records; and (iic) to 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, Newco Parent, the Company, the Equityholders’ Representative and the Sold Subsidiaries or SellerEquityholders, as the case may be, shall allow the other party to take possession or to prepare copies of such books and records. For avoidance of doubt, Buyer shall have no right to inspect or review any Seller Group Tax Returnrecords at such other party’s expense.

Tax Cooperation. Buyer, Newco and the Sold Subsidiaries, Buyer and Seller shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns required pursuant to this Section 9.12 6.6 or any other Tax Returns relating to the operations of the Company, and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information that which are reasonably relevant to any such audit, litigation or other proceeding and making employees reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Newco, Seller and the Sold Subsidiaries and Seller Majority Shareholder each agree to (iA) to retain all books and records with respect to Tax matters in their respective possession pertinent to the Company, Newco and the Sold Subsidiaries Company relating to any taxable period beginning before the Closing Date until the expiration of the applicable statute of limitations (and, to the extent notified by Buyer or SellerBuyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, Tax Authority; and (iiB) to 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, Newco and Seller shall, at the Sold Subsidiaries or Sellerrecord-holder’s option, as the case may be, shall either (i) allow the other party to take possession of such books and records. For avoidance of doubt, Buyer shall have no right to inspect or review any Seller Group Tax Return(ii) continue such retention.

Tax Cooperation. Buyer, Newco Buyer and the Sold Subsidiaries, and Seller shall HD Supply will cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant relating to this Section 9.12 the operations of the Acquired Companies and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include Cooperation includes (i) the retention and (upon on the other party's Party’s request) the provision of records and information that are reasonably relevant to the filing of any such Tax Returns and any audit, litigation or other proceeding and (ii) making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderunder this Agreement. Newco, the Sold Subsidiaries Each of HD Supply and Seller agree Buyer will (iA) to retain all books and records of the Acquired Companies with respect to Tax matters pertinent to the CompanyAcquired Companies, Newco and the Sold Subsidiaries relating to any taxable Taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or SellerBuyer, any extensions thereof) of the respective taxable Taxable periods, and to (B) abide by all record retention agreements entered into with any taxing authorityGovernmental Entity, and (iiC) to give the other party Party reasonable written notice prior to before transferring, destroying or discarding any such books and records and, if the other party Party so requests, Newco and the Sold Subsidiaries or Seller, as the case may be, shall allow the such other party Party to take possession of such the books and records. For avoidance Notwithstanding anything to the contrary in this Agreement, neither Buyer nor any of doubt, Buyer its Affiliates shall have no right be entitled to inspect review Tax Returns or review Tax workpapers of HD Supply or its Affiliates (other than Tax Returns and records that related solely to the Acquired Companies) for any Seller Group Tax Returnpurpose.

Tax Cooperation. Buyer(a) Sprint, Newco the HoldCo Entities, TCI Partner and their Subsidiaries (if any) and the Sold Subsidiaries, and Seller Cable Parents shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 9.12 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include providing information necessary or appropriate to the filing of such Tax Returns, the retention and (upon the other party's request) the provision of records and information that which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. NewcoThe HoldCo Entities, the Sold TCI Partner and their Subsidiaries (if any) and Seller Cable Partners agree (iA) to retain all books and records with respect to Tax matters pertinent to the CompanyHoldCo Entities, Newco TCI Partner and the Sold their respective Subsidiaries (if any) relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Sprint or Sellerthe Cable Parents, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (iiB) to 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, Newco the HoldCo Entities, TCI Partner and their Subsidiaries (if any) or the Sold Subsidiaries or SellerCable Partners, as the case may be, shall allow the other party to take possession of such books and records. For avoidance of doubt, Buyer shall have no right to inspect or review any Seller Group Tax Return.

Tax Cooperation. The Buyer, Newco the Target Companies and the Sold Subsidiaries, and Seller Sellers shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Section 9.12 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's Party’s reasonable request) the provision of records and information that which are reasonably relevant to any such audit, litigation or other proceeding and (upon the other Party’s reasonable request) making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Newco, The Target Companies and the Sold Subsidiaries and Seller Sellers agree (i) to retain all books and records with respect to Tax matters pertinent to the Company, Newco and the Sold Subsidiaries Target Companies relating to any the taxable period beginning before first ending after the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Buyer or Sellerthe Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any 40 Consolidated Vision Group, Inc Strictly Confidential taxing authority, and (ii) to give the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Party so requests, Newco and the Sold Subsidiaries Target Companies or Sellerthe Sellers, as the case may be, shall allow the other party Party to take possession of such books and records. For avoidance of doubt, Buyer shall have no right to inspect or review any Seller Group Tax Return.

Tax Cooperation. Buyer(a) Parent, Newco the Company, the Surviving Corporation and their respective Subsidiaries, on the one hand, and the Sold SubsidiariesDesignated Equity Holders and the Shareholders’ Representative, and Seller on the other hand, shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant with respect to this Section 9.12 the Company, the Surviving Corporation and their respective Subsidiaries and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. NewcoThe Company, the Sold Surviving Corporation and their respective Subsidiaries and Seller the Shareholders’ Representative, on behalf of the Designated Equity Holders, agree (i1) to retain all books and records with respect to Tax matters pertinent to the Company, Newco the Surviving Corporation and the Sold their respective Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Parent or Sellerthe Shareholders’ Representative, any extensions extension thereof) of the respective taxable periods, periods and to abide by all record retention agreements entered into with any taxing authority, authority and (ii2) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records records, and, if the other party so requests, Newco the Company, the Surviving Corporation and their respective Subsidiaries or the Designated Equity Holders and the Sold Subsidiaries or SellerShareholders’ Representative, as the case may be, shall allow the other party to take possession of such books and records. For avoidance of doubt, Buyer shall have no right to inspect or review any Seller Group Tax Return.

Tax Cooperation. Buyer, Newco Purchaser and the Sold Subsidiaries, and Parent Seller shall cooperate fully, as and to the extent reasonably requested by the other partyother, in connection with the preparation, filing and execution of Tax Returns pursuant to this Section 9.12 and any audit, litigation or other proceeding Proceeding with respect to TaxesTaxes (including any Tax Claim). Such cooperation shall include the retention and (upon the other party's other’s request) the provision of records and information that are reasonably relevant to any such audit, litigation or other proceeding Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderhereunder or to testify at any such Proceeding. NewcoParent Seller and Purchaser agree to, and Purchaser agrees to cause the Sold Subsidiaries and Seller agree Acquired Companies to, (i) to retain all books and records with respect to Tax matters pertinent to the Company, Newco and the Sold Subsidiaries any Acquired Company relating to any taxable period Tax Period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Purchaser or Parent Seller, any extensions thereof) of the respective taxable periodsTax Periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) to give the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Party so requests, Newco and Parent Seller or the Sold Subsidiaries or SellerAcquired Companies, as the case may be, shall allow the other party Party to take possession of such books and records. For avoidance of doubtPurchaser and Parent Seller further agree, Buyer shall have no right upon request, to inspect use their commercially reasonable efforts to obtain any certificate or review other document from any Seller Group Governmental Authority or any other Person or take any other action as may be necessary to mitigate, reduce or eliminate any Tax Returnthat would be imposed on any Party (including with respect to the transactions contemplated by this Agreement).

Tax Cooperation. BuyerThe Purchaser, Newco on the one hand, and the Sold SubsidiariesSeller, on the other hand, shall provide the other Party with such information and Seller shall cooperate fully, records and make such of its representatives available as and to the extent may reasonably be requested by the such other party, Party in connection with the filing preparation of any Tax Returns pursuant to this Section 9.12 and Return or any audit, litigation audit or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information that are reasonably relevant to regarding any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation Tax Returns of any material provided hereundermember of the Company Group. Newco, the Sold Subsidiaries and Seller agree The Purchaser agrees (i) to retain all books and records with respect to Tax matters pertinent to the Company, Newco and the Sold Subsidiaries relating to any taxable member of the Company Group for any Tax period beginning ending on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or the Seller, any extensions thereof) of the respective taxable periodsTax period, and to abide by all record retention agreements entered into with any taxing authorityGovernmental Entity of which the Purchaser has knowledge, and (ii) to give the other party Seller reasonable written notice prior to transferring, destroying destroying, or discarding any such books and records and, if the other party Seller so requests, Newco and the Sold Subsidiaries or Seller, as the case may be, Purchaser shall allow the other party Seller to take possession of such books and records. For avoidance of doubtThe Purchaser and the Seller acknowledge and agree, Buyer upon the reasonable request by any such Party, to use their Commercially Reasonable Efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be reasonably necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated by this Agreement). To the extent any consent or approval is required under this Section 8.4(c), such consent or approval shall have no right not be unreasonably withheld, conditioned or delayed by the Person required to inspect provide such consent or review any Seller Group Tax Returnapproval.

Tax Cooperation. Buyer, Newco and the Sold Subsidiaries, Buyer and Seller shall will cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant relating to this Section 9.12 the operations of any entity within the Company Group (including any successor thereof) and any audit, litigation or other proceeding Action with respect to Taxes. Such cooperation shall include Cooperation includes (i) the retention and (upon on the other party's requestParty’s request and at such Party’s expense) the provision of records and information that are reasonably relevant to the filing of any such audit, litigation or other proceeding Tax Returns and any Action and (ii) making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderunder this Agreement. Newco, the Sold Subsidiaries Each of Seller and Seller Buyer agree (iA) to retain all books and records of the Company Group (including any successor of a Company Group entity) with respect to Tax matters pertinent to the Company, Newco and the Sold Subsidiaries Company Group (including any successor of a Company Group entity) relating to any taxable Taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or SellerBuyer, any extensions thereof) of the respective taxable Taxable periods, and (B) to abide by all record retention agreements entered into with any taxing authority, Governmental Entity and (iiC) to give the other party Party reasonable written notice prior to before transferring, destroying or discarding any such books and records and, if the other party Party so requests, Newco and the Sold Subsidiaries or Seller, as the case may be, shall allow the such other party Party to take possession of such the books and records. For avoidance Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide Buyer or any other Person any Combined Tax Returns or any Tax Returns or related work papers of doubt, Buyer shall have no right Seller or any of its Affiliates that do not relate exclusively to inspect or review the Company Group (including any Seller successor of a Company Group Tax Returnentity).

Tax Cooperation. Buyer, Newco and the Sold SubsidiariesAcquired Companies, and Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 9.12 10.01 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Newco, the Sold Subsidiaries The Acquired Companies and Seller agree (i) to retain all books and records with respect to Tax matters pertinent to the Company, Newco and the Sold Subsidiaries Acquired Companies relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, authority and (ii) to 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, Newco the Osmose Entities and the Sold their Subsidiaries or Seller, as the case may be, shall allow the other party Party to take possession of such books and records. For the avoidance of doubt, Buyer shall have no right to inspect or review any Seller Group Tax Return.

Tax Cooperation. BuyerBuyers, Newco and the Sold SubsidiariesAcquired Companies, and Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns tax returns pursuant to this Section 9.12 Clause 19 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Newco, the Sold Subsidiaries The Acquired Companies and Seller agree (i) to retain all books and records with respect to Tax matters pertinent to the Company, Newco and the Sold Subsidiaries Acquired Companies relating to any taxable period beginning before the Closing Date for a period of seven (7) years or until the expiration of the statute of limitations (and, to the extent notified by Buyer Buyers or Seller, any extensions thereof) of the respective taxable periodsperiods (whichever is later in time), and to abide by all record retention agreements entered into with any taxing authority, authority and (ii) to 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, Newco and the Sold Subsidiaries Acquired Company or Seller, as the case may be, shall allow the other party Party to take possession of such books and records. For the avoidance of doubt, Buyer shall have no right to inspect or review any Seller Seller’s Group Tax Return.