Common use of Tax Cooperation Clause in Contracts

Tax Cooperation. (a) After the Closing, upon reasonable written notice, Buyer and Newco, on the one hand, and Seller and Parent, on the other, shall furnish or cause to be furnished to each other as promptly as practicable, such information and assistance (to the extent within the control of such party) relating to the Assets (including access to books and records) as is reasonably necessary for the filing of all Tax Returns, and making of any election related 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 Return. Buyer and Newco shall promptly notify Seller and Parent in writing upon receipt by Buyer or an affiliate of Buyer of any notice relating to Taxes for which Seller or Parent has liability hereunder. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information 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. Buyer and Seller agree (A) to retain all books and records with respect to Tax matters pertinent to the Tissue Business 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 (B) 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, Buyer or Seller, as applicable, shall allow the other party to take possession of such books and records other than with respect to Income Taxes. Buyer and Seller further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby).

Tax Cooperation. Seller and the Purchasers shall provide each other with such cooperation and information as either of them reasonably may request of the other related to the Acquired Companies (aand the Purchasers shall cause any of the Acquired Companies to provide such cooperation and information) After the Closingin filing any Tax Return, upon reasonable written noticedetermining 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, Buyer together with related work papers and Newco, on the one handdocuments relating to rulings or other determinations by taxing authorities, and providing reasonable access to premises, records and personnel. Each of Seller and Parent, on the other, Purchasers shall furnish or cause to be furnished to each other as promptly as practicable, such information and assistance (to the extent within the control of such party) relating to the Assets (including access to books and records) as is reasonably necessary for the filing of retain all Tax Returns, work papers and making of any election related 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 Return. Buyer and Newco shall promptly notify Seller and Parent in writing upon receipt by Buyer or an affiliate of Buyer of any notice relating to Taxes for which Seller or Parent has liability hereunder. Such cooperation shall include the retention and (upon the other party's request) the provision of all material records and information 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 documents in its possession (or in the possession of any material provided hereunder. Buyer and Seller agree (Aits Affiliates) to retain all books and records with respect relating to Tax matters pertinent to of any of the Tissue Business relating to Acquired Companies for any taxable period beginning before that includes 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 or (andii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before Seller or the Purchasers shall dispose of any documents related to the extent notified by Buyer Acquired Companies in their possession (or Sellerin the possession of their Affiliates), any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable shall be given an opportunity, after ninety (90) days prior written notice prior notice, to transferring, destroying remove and retain all or discarding any part of such books and records and, if the documents as such other party so requestsmay select (at such other party’s expense). Any information obtained under this Section 18(g) shall be kept confidential, Buyer or Seller, as applicable, shall allow the other party to take possession of such books and records other than with respect to Income Taxes. Buyer and Seller further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other Person except as may be otherwise necessary to mitigate, reduce in connection with the filing of Tax Returns or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)claims for refund or in conducting an audit or other proceeding.

Tax Cooperation. (a) After The parties will provide each other with such cooperation and information as either of them reasonably may request with respect to any Tax matter, at the Closingexpense of the requesting party. Such cooperation and information shall include providing signatures with respect to any Tax Returns that must be filed and providing copies of relevant Tax Returns or portions thereof, upon reasonable written noticetogether with accompanying schedules, Buyer and Newco, on the one handrelated work papers, and Seller and Parentdocuments relating to rulings or other determinations by taxing authorities provided that Sellers shall not be required to disclose to Buyer any consolidated, on the othercombined, shall furnish affiliated or cause to be furnished to unitary Tax Return which includes Sellers or any of their Affiliates or any Tax-related work papers, except, in each other as promptly as practicablecase, such information and assistance (for materials or portions thereof that relate solely to the extent within Companies. Each Seller shall make itself available to provide explanations of any documents or information provided hereunder. Each Seller, Buyer, and the control of such party) relating to the Assets (including access to books and records) as is reasonably necessary for the filing of Affiliates thereof shall retain all Tax Returns, schedules and making of any election related to Taxeswork papers, the preparation for any audit by any taxing authorityrecords, and the prosecution or defense of any claim, suit or proceeding other documents in its possession relating to any Tax Return. Buyer and Newco shall promptly notify Seller and Parent in writing upon receipt by Buyer or an affiliate of Buyer of any notice relating to Taxes for which Seller or Parent has liability hereunder. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information 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. Buyer and Seller agree (A) to retain all books and records with respect to Tax matters pertinent to of the Tissue Business relating to any Companies for each taxable period beginning before first ending after the Closing Date and for all prior taxable periods until the later of (i) the expiration of the statute of limitations (and, to the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable periodsperiods to which such Tax Returns and other documents relate, and without regard to abide by all record retention agreements entered into with extensions, or (ii) six years following the due date (without extension) for such Tax Returns. Prior to disposing of any taxing authoritysuch records, and (B) notice shall be given to give the other party providing reasonable written notice prior to transferring, destroying or discarding any terms allowing such books and records and, if the other party so requests, Buyer or Seller, as applicable, shall allow the other party to take take, at its sole expense, possession of such books and records other than with respect to Income Taxes. Buyer and Seller further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)records.

Tax Cooperation. (a) After the Closing, upon reasonable written notice, Seller and Buyer and Newco, on the one handshall each, and Seller Buyer shall cause the Company to: (i) cooperate in the preparation of any Tax Returns which any other party is responsible for preparing and Parentfiling; (ii) cooperate fully in preparing for any audits of, on the other, shall furnish or cause to be furnished to each other as promptly as practicable, such information and assistance disputes with taxing authorities; (iii) make available to the extent within the control of such party) relating other parties and to the Assets (including access to books and records) as is reasonably necessary for the filing of all Tax Returns, and making of any election related to Taxes, the preparation for any audit by any taxing authority, as reasonably requested on a timely basis, all information, records, and the prosecution or defense of any claim, suit or proceeding documents relating to Taxes; and (iv) furnish within ten (10) days the other parties with copies of all correspondence or notice of assessments received from any Tax Return. Buyer and Newco shall promptly notify Seller and Parent taxing authority in writing upon receipt by Buyer connection with any audit or an affiliate of Buyer of any notice relating information request with respect to Taxes for which any other party may be liable. Seller shall have the sole right to represent the interests of the Company in any tax audit or administrative or court proceeding to the extent relating to Tax Returns filed by Seller or Parent filed by Buyer to the extent it relates solely to a matter for which Seller has liability hereunderagreed to indemnify Buyer, and employ counsel of its choice at its expense, provided that Seller shall keep Buyer reasonably informed on an ongoing basis. Buyer shall cooperate, and shall cause the Company to cooperate, with Seller, with respect to any Tax audit or administrative or court proceeding referred to in this paragraph. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information 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 providing prompt notice of any material provided hereunder. Buyer and Seller agree (A) to retain all books and records with respect to Tax matters pertinent deficiency, assessment or audit relating to the Tissue Business Company or relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, event for which another party to the extent notified by this Agreement may be liable and all relevant information that is available to 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 (B) 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, Buyer or Seller59 66 Company, as applicable, shall allow the other party to take possession of such books and records other than with respect to Income Taxes. Buyer and Seller further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other Person as case may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited tobe, with respect to any such audit or proceeding, making personnel available at reasonable times and, including, without limitation, preparation of responses to requests for information on a timely basis, provided that the transactions contemplated hereby)foregoing shall be done in a manner so as not to interfere unreasonably with the conduct of the business of Buyer and the Company.

Tax Cooperation. The Parties shall provide each other with such cooperation and information as any of them reasonably may request of the other Parties (and following the Closing, Buyer shall cause the Group Companies 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 Contest. 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 and providing powers of attorney; provided that Buyer shall not be required to provide Seller Representative with (a) After any Tax Return of Parent or any of its Affiliates (other than the ClosingGroup Companies) or (b) any Tax Return of a consolidated, upon reasonable written noticecombined, unitary or affiliated Tax group of which Parent or Buyer and Newcois a member pursuant to this Section 8.7, on the one hand, and Seller and Parent, on the other, shall furnish or cause to be furnished to each other as promptly as practicable, such information and assistance (provided that to the extent within the control Taxes of a Group Company are reflected on any such party) Tax Return, Buyer shall provide the Seller Representative a pro forma Tax Return relating to the Assets applicable Group Company. The Parties shall make themselves (including access to books and recordstheir respective employees) as is reasonably necessary for the filing of all Tax Returns, and making of any election related 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 Return. Buyer and Newco shall promptly notify Seller and Parent in writing upon receipt by Buyer or an affiliate of Buyer of any notice relating to Taxes for which Seller or Parent has liability hereunder. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information 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 explanations of any material documents or information provided hereunderunder this Section 8.7. Buyer and Seller agree (A) Notwithstanding anything to the contrary in this Agreement, each of the Parties shall retain all books Tax Returns, work papers and all material records with respect or other documents in its possession relating to Tax matters pertinent to of the Tissue Business relating to Group Companies for any taxable period beginning before that includes the Closing Date and for all prior taxable periods until the later of (x) the expiration of the statute of limitations (and, to the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable periodsperiods to which such Tax Returns and other documents relate, and to abide by all record retention agreements entered taking into with any taxing authorityaccount extensions or (y) six years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 8.7 shall be kept confidential, and (B) 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, Buyer or Seller, as applicable, shall allow the other party to take possession of such books and records other than with respect to Income Taxes. Buyer and Seller further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other Person except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting a Contest, or as otherwise is required to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, disclosed in accordance with respect to the transactions contemplated hereby)applicable Law.

Tax Cooperation. Each Party shall (aand shall cause its Affiliates) After to provide the Closing, upon reasonable written notice, Buyer and Newco, on other Parties with such assistance as may reasonably be requested by the one hand, and Seller and Parent, on other such Party in connection with the other, shall furnish or cause to be furnished to each other as promptly as practicable, such information and assistance (to the extent within the control of such party) relating to the Assets (including access to books and records) as is reasonably necessary for the filing of all Tax Returns, and making preparation of any election related Tax Return of or with respect to Taxesa Company or a Company Subsidiary or during the course of any, the preparation for audit, investigation, or other examination by a Tax Authority or any audit by any taxing authority, and the prosecution judicial or defense of any claim, suit or administrative proceeding relating to any Tax Return. Buyer and Newco shall promptly notify Seller and Parent in writing upon receipt by Buyer Taxes of or an affiliate of Buyer of any notice relating attributable to Taxes for which Seller a Company or Parent has liability hereundera Company Subsidiary. Such cooperation shall include the retention and (upon the request of the other party's requestParty) the provision of records and information which that are reasonably relevant to any such Tax Returns or audit, litigation examination, or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Buyer and Seller agree agrees (Ai) to retain retain, and, following the Closing, to cause the Company and each Company Subsidiary to retain, all books and records with respect to Tax matters pertinent relating to the Tissue Business relating to Company or any taxable Company Subsidiary for any Tax period (or portion thereof) beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Sellerthe Sellers’ Representative, any extensions thereof) of the respective taxable periodsTax period, and to abide by all record retention agreements entered into with any taxing authorityTax Authority, and (Bii) to give the other party Sellers’ Representative reasonable written notice prior to transferring, destroying destroying, or discarding any such books and records and, if the other party Sellers’ Representative so requests, Buyer Buyer, the Company, or Sellersuch Company Subsidiary, as applicablethe case may be, shall allow the other party Sellers’ Representative to take possession of such books and records other than with respect to Income Taxesrecords. Buyer and Seller Each Party further agreeagrees, upon requestreasonable request by another Party, to use their best its commercially reasonable efforts to obtain any certificate or other document from any governmental authority Tax Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed on the Sellers, Buyer, the Company or any Company Subsidiary (including, but not limited to, with respect to the transactions contemplated hereby).

Tax Cooperation. (a) After the Closing, upon reasonable written notice, Buyer The Representative and Newco, on the one hand, and Seller and Parent, on the other, Acquiror shall furnish or cause to be furnished to each other other, upon request, as promptly as practicable, such information and assistance (to the extent within the control of such party) relating to the Assets Company, its assets or business (including access to books and recordsrecords as well as the timely provision of powers of attorney or similar authorizations) as is reasonably necessary for the filing of all Tax Returns, and the making of any election related to Taxes, the preparation for any audit by any taxing Tax authority, and the prosecution or defense of any audit, proposed adjustment or deficiency, assessment, claim, suit or other proceeding relating to any Taxes or Tax Return. Buyer The Representative and Newco Acquiror shall promptly notify Seller and Parent cooperate with each other in writing upon receipt by Buyer or an affiliate of Buyer good faith in the conduct of any notice relating to Taxes for which Seller or Parent has liability hereunder. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation audit or other proceeding related to Taxes and making employees available on a mutually convenient basis all other Tax matters relating to provide additional information the Company, its assets or business and explanation each shall execute and deliver such powers of any material provided hereunderattorney and other documents as are necessary to carry out the intent of this Agreement. Buyer The Representative and Seller agree (A) to Acquiror shall retain all books Tax Returns, work papers and all material records with respect or other documents in their possession (or in the possession of their Affiliates) relating to Tax matters pertinent to of the Tissue Business relating to Company for all Pre-Closing Tax Periods and for any taxable period beginning before Straddle Period until the Closing Date until later of (a) the expiration of the statute of limitations (and, to the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable periodsTaxable Periods to which such Tax Returns and other documents relate, and without regard to abide by all record retention agreements entered into with any taxing authorityextensions, and (Bb) to give six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Representative or Acquiror shall dispose of any such documents in its possession (or in the possession of its Affiliates), the 49 WA 4941984.13 WCSR 32390522v12 other party reasonable shall be given an opportunity, after ninety (90) calendar days’ prior written notice prior notice, to transferring, destroying remove and retain all or discarding any part of such books and records and, if the documents as such other party so requestsmay select (at such other party’s expense). Any information obtained under this provision shall be kept confidential, Buyer or Seller, as applicable, shall allow the other party to take possession of such books and records other than with respect to Income Taxes. Buyer and Seller further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other Person except as may be otherwise necessary to mitigate, reduce in connection with the filing of Tax Returns or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)claims for refund or in conducting an audit or other proceeding.

Tax Cooperation. Each party shall (aand shall cause its Affiliates) After to provide the Closing, upon reasonable written notice, Buyer and Newco, on other parties with such assistance as may reasonably be requested by the one hand, and Seller and Parent, on other such party in connection with the other, shall furnish or cause to be furnished to each other as promptly as practicable, such information and assistance (to the extent within the control of such party) relating to the Assets (including access to books and records) as is reasonably necessary for the filing of all Tax Returns, and making preparation of any election related Tax Return of or with respect to Taxes, an Acquired Entity or during the preparation for any audit by any taxing authority, and the prosecution or defense course of any claimaudit, suit investigation, or other examination by a Tax authority or any judicial or administrative proceeding relating to Taxes of or attributable to an Acquired Entity including any tax work papers or memoranda related to or addressing the Transaction Tax Return. Buyer and Newco shall promptly notify Seller and Parent in writing upon receipt by Buyer or an affiliate of Buyer of any notice relating to Taxes for which Seller or Parent has liability hereunderDeductions. Such cooperation shall include the retention and (upon the other request of another party's request) the provision of records and information which that are reasonably relevant to any such Tax Returns or audit, litigation examination, or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer and Seller agree agrees (Ai) to retain retain, and, following the Closing, to cause the Acquired Entities to retain, all books and records with respect to Tax matters pertinent relating to the Tissue Business relating to Acquired Entities for any taxable Tax period (or portion thereof) beginning 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 Authority, and (Bii) 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, the Buyer or Sellersuch Acquired Entity, as applicablethe case may be, shall allow the other party Seller to take possession of such books and records other than with respect to Income Taxesrecords. Buyer and Seller Each party further agreeagrees, upon requestreasonable request by another party, to use their best its commercially reasonable efforts to obtain any certificate or other document from any governmental Tax authority or any other Person as may be necessary to mitigate, reduce reduce, or eliminate any Tax that could be imposed on the Seller or any Seller Shareholder, the Buyer or any Acquired Entity (including, but not limited to, with respect to the transactions contemplated hereby).

Tax Cooperation. (a) After the Closing, upon reasonable written notice, Each of Buyer and Newco, on Seller shall provide the one hand, and Seller and Parent, on the other, shall furnish or cause to be furnished to each other as promptly as practicableParty(ies) with such cooperation, such information and assistance (records and make such of its officers, directors, employees, and agents available as may reasonably be requested by such other Party in connection with the preparation of any Tax Return, determining any Liability for Taxes, or any audit or other proceeding that relates to the extent within the control Section 5.9(a). Such cooperation and information shall include providing reasonable access to accounting systems and records and providing copies of such party) 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. Each of the Assets (including access to books and records) as is reasonably necessary for the filing of Parties will retain all Tax Returns, schedules and making of any election related to Taxes, the preparation for any audit by any taxing authority, work papers and the prosecution or defense of any claim, suit or proceeding relating to any Tax Return. Buyer and Newco shall promptly notify Seller and Parent in writing upon receipt by Buyer or an affiliate of Buyer of any notice relating to Taxes for which Seller or Parent has liability hereunder. Such cooperation shall include the retention and (upon the other party's request) the provision of all material records and information 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 documents in its possession (or in the possession of any material provided hereunder. Buyer and Seller agree (Aits Affiliates) to retain all books and records with respect relating to Tax matters pertinent relevant to the Tissue Business relating to any Purchased Assets or CPAM for the taxable period beginning before first ending after the Closing Date and for all prior taxable periods (the “Tax Documents”) 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. Before any of the Parties shall at any time dispose of any Tax Documents in its possession (andor in the possession of its Affiliates), the other Party(ies) shall be given the opportunity, for a period of at least 90 days following written notice thereof, to the extent notified by Buyer remove and retain all 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 (B) 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, Buyer or Seller, as applicable, shall allow the other party to take possession part of such books and records Tax Documents as such other than with respect to Income TaxesParty(ies) may select (at such other Party’s expense). Buyer and Seller further agreeAny information obtained under this Section 5.9(c) shall be kept confidential, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other Person except as may be necessary to mitigate, reduce otherwise required in connection with the filing of Tax Returns or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)claims for refund or in conducting an audit or other proceeding.