Common use of Assistance and Cooperation Clause in Contracts

Assistance and Cooperation. After the Closing Date, Parent, on the one hand, and Buyer, on the other hand, shall (and shall cause their respective Affiliates to): (i) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with Section 8.1(b); (ii) cooperate fully in preparing for any audits of, or disputes with Tax Authorities regarding, any Tax Returns of the Acquired Company; (iii) make available to the other and to any Tax Authority as reasonably requested all information, records, and documents relating to Tax Returns of the Acquired Company; (iv) provide timely notice to the other in writing of any pending or threatened Tax audits or assessments of the Acquired Company for taxable periods for which the other may have a liability under this Section 8.1; (v) furnish the other with copies of all correspondence received from any Tax Authority in connection with any Tax audit or information request with respect to any such taxable period; (vi) timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Transfer Taxes; and (vii) timely provide to the other powers of attorney or similar authorizations necessary to carry out the purposes of this Section 8.1.

Assistance and Cooperation. After On and after the Closing Date, Parent, on the one hand, each of Seller and Buyer, on the other hand, Buyer shall (and shall cause their respective Affiliates to): (ia) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with Section 8.1(b)10.02; (iib) cooperate fully in preparing for any audits of, or disputes with Tax Authorities authorities regarding, any Tax Returns of the Acquired CompanyCompanies; (iiic) make available to the other and to any Tax Authority as reasonably requested all information, records, records and documents relating to Tax Returns Taxes of the Acquired CompanyCompanies; (ivd) provide timely notice to the other in writing of any pending or threatened Tax audits or assessments of the Acquired Company Companies for taxable Taxable periods for which the other may have a liability Liability under this Section 8.110.01; (ve) furnish the other with copies of all correspondence received from any Tax Authority in connection with any Tax audit or information request with respect to any such taxable Taxable period; (vif) timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Transfer Taxes described in Section 10.01(d) (relating to sales, transfer and similar Taxes); and (viig) timely provide to the other powers of attorney or similar authorizations necessary to carry out the purposes of this Section 8.1.Article X.

Assistance and Cooperation. After the Closing Date, Parent, on the one hand, each of Seller and Buyer, on the other hand, Buyer shall (and shall cause their respective Affiliates to): (i) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with Section 8.1(b7.2(b); (ii) cooperate fully in preparing for any audits of, or disputes with Tax Authorities taxing authorities regarding, any Tax Returns of the Acquired CompanyCompanies and each Subsidiary; (iii) make available to the other and to any Tax Authority taxing authority as reasonably requested all information, records, and documents relating to Tax Returns Taxes of the Acquired CompanyCompanies and each Subsidiary; (iv) provide timely notice to the other in writing of any pending or threatened Tax audits or assessments of the Acquired Company Companies and each Subsidiary for taxable periods for which the other may have a liability under this Section 8.17.2; (v) furnish the other with copies of all correspondence received from any Tax Authority taxing authority in connection with any Tax audit or information request with respect to any such taxable periodTax; (vi) timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Transfer Taxes; and (vii) timely provide to the other party powers of attorney or similar authorizations necessary to carry out the purposes of this Section 8.17.2.

Assistance and Cooperation. After the Closing Date, Parent, on the one hand, Aon and Buyer, on the other hand, Buyer shall (and shall cause their respective Affiliates to): (i) assist the other party parties in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with Section 8.1(b); (ii) cooperate fully in preparing for any audits of, or disputes with Tax Authorities taxing authorities regarding, any Tax Returns of the Acquired CompanyCompany and the Subsidiaries; (iii) make available to the other others and to any Tax Authority taxing authority as reasonably requested all information, records, and documents relating to Tax Returns Taxes of the Acquired CompanyCompany and the Subsidiaries; (iv) provide timely notice to the other others in writing of any pending or threatened Tax audits or assessments of the Acquired Company and the Subsidiaries for taxable periods for which the other may have a liability under this Section 8.1; (v) furnish the other others with copies of all correspondence received from any Tax Authority taxing authority in connection with any Tax audit or information request with respect to any such taxable period; (vi) timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Transfer Taxes described in Section 8.1(a)(v) (relating to sales, transfer and similar Taxes); and (vii) timely provide to the other others powers of attorney or similar authorizations necessary to carry out the purposes of this Section 8.1.

Assistance and Cooperation. After the Closing Date, Parent, on the one hand, Seller and Buyer, on the other hand, Parent shall (and shall cause their respective Affiliates to): (i) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with Section 8.1(b), including timely signing any such Tax Returns upon the request of such other party; (ii) cooperate fully in preparing for any audits of, or disputes with Tax Authorities taxing authorities regarding, any Tax Returns of the Acquired CompanyCompany and the Subsidiaries; (iii) make available to the other others and to any Tax Authority taxing authority as reasonably requested all information, records, and documents relating to Tax Returns Taxes of the Acquired CompanyCompany and the Subsidiaries; (iv) provide timely notice to the other others in writing of any pending or threatened Tax audits or assessments of the Acquired Company and the Subsidiaries for taxable periods for which the other may have a liability under this Section 8.1; (v) furnish the other others with copies of all correspondence received from any Tax Authority taxing authority in connection with any Tax audit or information request with respect to any such taxable period; (vi) timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Transfer Taxes described in Section 8.1(a)(vii) (relating to sales, transfer and similar Taxes); and (vii) timely provide to the other others powers of attorney or similar authorizations necessary to carry out the purposes of this Section 8.1.

Assistance and Cooperation. After the Closing Date, Parent, on the one hand, Seller and Buyer, on the other hand, Buyer shall (and shall cause their respective Affiliates to): (i) assist the other party parties in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with Section 8.1(b8.1(c); (ii) cooperate fully in preparing for any audits of, or disputes with Tax Authorities taxing authorities regarding, any Tax Returns of the Acquired CompanyCompany or WHI-IPA; (iii) make available to the other others and to any Tax Authority taxing authority as reasonably requested all information, records, and documents relating to Tax Returns Taxes of the Acquired CompanyCompany and WHI-IPA; (iv) provide timely notice to the other others in writing of any pending or threatened Tax audits or assessments of the Acquired Company for taxable periods and WHI-IPA relating to Taxes for which the other may have a liability under this Section 8.1; (v) furnish the other others with copies of all correspondence received from any Tax Authority taxing authority in connection with any Tax audit or information request with respect to any such taxable period; (vi) timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Transfer Taxes; and (vii) timely provide to the other others powers of attorney or similar authorizations necessary to carry out the purposes of this Section 8.1.

Assistance and Cooperation. After the Closing Date, Parent, on each of the one hand, Sellers and Buyer, on the other hand, Buyer shall (and shall cause their respective Affiliates to): (i) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with paragraph (b) of this Section 8.1(b)8.2; (ii) cooperate fully in preparing for any audits of, or disputes with Tax Authorities taxing authorities regarding, any Tax Returns of the Acquired CompanyCompanies or the Subsidiaries; (iii) make available to the other and to any Tax Authority taxing authority as reasonably requested all information, records, and documents relating to Tax Returns Taxes of the Acquired CompanyCompanies or the Subsidiaries; (iv) provide timely notice to the other in writing of any pending or threatened Tax audits or assessments of the Acquired Company Companies or the Subsidiaries for taxable periods for which the other may have a liability under this Section 8.18.2; (v) furnish the other with copies of all correspondence received from any Tax Authority taxing authority in connection with any Tax audit or information request with respect to any such taxable period; (vi) timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Transfer Taxes described in paragraph (a)(v) of this Section 8.2 (relating to sales, transfer end similar Taxes); and (vii) timely provide to the other powers of attorney or similar authorizations necessary to carry out the purposes of this Section 8.18.2.

Assistance and Cooperation. After the Closing Date, each of Parent, on the one hand, Seller and Buyer, on the other hand, Acquiror shall (and shall cause their respective Controlled Affiliates to): (ia) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with Section 8.1(b)7.02; (iib) cooperate fully in preparing for any audits of, or disputes with Tax Authorities regarding, any Tax Returns of the Acquired CompanyCompany and each Transferred Subsidiary; (iiic) make available to the other and to any Tax Authority as reasonably requested all information, records, and documents relating to Tax Returns Taxes of the Acquired CompanyCompany and each Transferred Subsidiary; (ivd) provide timely notice to the other in writing of any pending or threatened Tax audits or assessments of the Acquired Company and each Transferred Subsidiary for taxable periods for which the other may have a liability under this Section 8.17.01; (ve) furnish the other with copies of all correspondence received from any Tax Authority in connection with any Tax audit or information request with respect to any such taxable periodperiod for which the other may be liable under Section 7.01; (vif) timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Transfer Taxes described in Section 7.01(e) (relating to sales, transfer and similar Taxes); and (viig) timely provide to the other powers of attorney or similar authorizations necessary to carry out the purposes of this Section 8.1Article VII.

Assistance and Cooperation. After the Closing Date, Parent, the Stockholder Representative (on the one hand, behalf of Sellers) and Buyer, on the other hand, Buyer shall (and shall cause their respective Affiliates to): (i) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with Section 8.1(b); (ii) cooperate fully in preparing for any audits of, or disputes with Tax Authorities taxing authorities regarding, any Tax Returns of the Acquired CompanyCompanies; (iii) make available to the other and to any Tax Authority taxing authority as reasonably requested all information, records, and documents relating to Tax Returns Taxes of the Acquired CompanyCompanies; (iv) provide timely notice to the other in writing of any pending or threatened Tax audits or assessments of the Acquired Company Companies for taxable periods for which the other may have a liability under this Section 8.1; (v) furnish the other with copies of all correspondence received from any Tax Authority taxing authority in connection with any Tax audit or information request with respect to any such taxable period; (vi) timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Transfer Taxes described in Section 8.1(a)(iv) (relating to sales, transfer and similar Taxes); and (vii) timely provide to the other powers of attorney or similar authorizations necessary to carry out the purposes of this Section 8.1.

Assistance and Cooperation. After the Closing Date, Parent, on the one hand, each of Sellers and Buyer, on the other hand, Buyer shall (and shall cause their respective Affiliates to): (i) assist the other party in preparing any Tax Returns which that such other party is responsible for preparing and filing in accordance with Section 8.1(b11.1(b); (ii) cooperate fully in preparing for any audits of, or disputes with Tax Authorities taxing authorities regarding, any Tax Returns of the Acquired CompanyCompanies; (iii) make available to the other and to any Tax Authority taxing authority as reasonably requested all information, records, and documents relating to Tax Returns Taxes of the Acquired CompanyCompanies; (iv) provide timely notice to the other in writing of any pending or threatened Threatened Tax audits or assessments of the Acquired Company Companies for taxable periods for which the other may have a liability under this Section 8.111.1; (v) furnish the other with copies of all correspondence received from any Tax Authority taxing authority in connection with any Tax audit or information request with respect to any such taxable period; (vi) timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Transfer Taxes described in Section 11.1(a)(v) (relating to sales, transfer and similar Taxes); and (vii) timely provide to the other powers of attorney or similar authorizations necessary to carry out the purposes of this Section 8.111.1.

Assistance and Cooperation. After the Closing Date, Parent, on the one hand, each of Securityholders’ Agent and Buyer, on the other hand, Parent shall (and shall cause their respective Affiliates to): (i) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with Section 8.1(b); (ii) cooperate fully in preparing for any audits of, or disputes with Tax Authorities regarding, any Tax Returns of the Acquired Company; (iii) make available to the other and to any Tax Authority as reasonably requested all information, records, and documents relating to Tax Returns of the Acquired Company; (iv) provide timely notice to the other in writing of any pending or threatened Tax audits or assessments of the Acquired Company for taxable periods for which the other may have a liability under this Section 8.1; (v) furnish the other with copies of all correspondence received from any Tax Authority in connection with any Tax audit or information request with respect to any such taxable period; (via) timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect toto sales, Transfer transfer and similar Taxes; (b) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing; (c) cooperate fully in preparing for and defending any audits of, or disputes with taxing authorities regarding, any Tax Returns of any Acquired Company; (d) make available to the other and to any taxing authority as reasonably requested all information, records, and documents relating to Taxes of the Acquired Companies, including any ownership information necessary to determine the presence or absence of an “ownership change” within the meaning of Section 382 of the Code; (e) furnish the other with copies of all correspondence received from any taxing authority in connection with any Tax audit or information request with respect to any such taxable period; provided, that Parent shall only be obligated to furnish copies of such correspondence to Securityholders’ Agent to the extent such audit or information request relates to Taxes for which the Effective Time Holders may be liable under the terms of this Agreement; and (viif) timely provide furnish all books and records with respect to Taxes for a period of at least seven (7) years following the other powers of attorney or similar authorizations necessary to carry out the purposes of this Section 8.1Closing Date.

Assistance and Cooperation. After the Closing Date, Parent, on each of RRD and the one hand, and Buyer, on the other hand, Company shall (and shall cause their respective Affiliates to): (ia) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with Section 8.1(b)3(a) of this Agreement; (iib) cooperate fully in preparing for any audits of, or disputes with Tax Authorities taxing authorities regarding, any Tax Returns of the Acquired Company; Company and each Subsidiary; (iiic) make available to the other and to any Tax Authority taxing authority as reasonably requested all information, records, and documents relating to Tax Returns Taxes of the Acquired CompanyCompany and each Subsidiary; (ivd) provide timely notice to the other in writing of any pending or threatened Tax audits or assessments of the Acquired Company and each Subsidiary for taxable periods for which the other may have a liability under this Section 8.1Agreement; (ve) furnish the other with copies of all correspondence received from any Tax Authority taxing authority in connection with any Tax audit or information request with respect to any such taxable period;; and (vif) timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Transfer Taxes; and (viiTaxes described in Section 2(e) timely provide to the other powers of attorney or similar authorizations necessary to carry out the purposes of this Section 8.1Agreement (relating to sales, transfer and similar Taxes).

Assistance and Cooperation. After On and after the Closing Date, Parent, on the one hand, each of Seller and Buyer, on the other hand, Buyer shall (and shall cause their respective Affiliates to): (ia) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with Section 8.1(b)10.02; (iib) cooperate fully in preparing for any audits of, or disputes with any Tax Authorities Authority regarding, any Tax Returns of the Acquired CompanyCompanies; (iiic) make available to the other and to any Tax Authority as reasonably requested all information, records, records and documents relating to Tax Returns Taxes of the Acquired CompanyCompanies; (ivd) provide timely notice to the other party in writing of any pending or threatened Tax audits or assessments of the Acquired Company Companies for taxable periods Taxable Periods for which the other may have a liability Liability under this Section 8.110.01; (ve) furnish the other with copies of all correspondence received from any Tax Authority in connection with any Tax audit or information request with respect to any such taxable periodTaxable Period; (vif) timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Transfer TaxesTaxes described in Section 10.01(a); and (viig) timely provide to the other powers of attorney or similar authorizations necessary to carry out the purposes of this Section 8.1Article X. In each case, the foregoing shall be conducted in a manner so as not to unreasonably interfere with the conduct of business of the parties.

Assistance and Cooperation. After the Closing Date, Parent, on the one hand, Seller and Buyer, on the other hand, Buyer shall (and shall cause their respective Affiliates to): (i) assist the other party in preparing or filing any Tax Returns which such other party is responsible for preparing and filing in accordance with Section 8.1(b7.1(b); (ii) cooperate fully in preparing for any audits of, or disputes with Tax Authorities taxing authorities regarding, any Tax Returns of the Acquired CompanyCompanies; (iii) make available to the other and to any Tax Authority taxing authority as reasonably requested all information, records, and documents relating to Tax Returns Taxes of the Acquired CompanyCompanies; (iv) provide timely notice to the other in writing of any pending or threatened Tax audits or assessments of the Acquired Company Companies for taxable periods for which the other may have a liability under this Section 8.17.1; (v) furnish the other with copies of all correspondence received from any Tax Authority taxing authority in connection with any Tax audit or information request with respect to any such taxable period; (vi) timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Transfer Taxes described in Section 7.1(a)(iv) (relating to sales, transfer and similar Taxes); and (vii) timely provide to the other powers of attorney or similar authorizations necessary to carry out the purposes of this Section 8.17.1.

Assistance and Cooperation. After the Closing Date, Parent, on the one hand, Selling Stockholders and Buyer, on the other hand, Buyers shall (and shall cause their respective Affiliates to): (i) assist the other party parties in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with Section 8.1(b); (ii) cooperate fully in preparing for any audits of, or disputes with Tax Authorities taxing authorities regarding, any Tax Returns of the Acquired CompanyCompanies; (iii) make available to the other others and to any Tax Authority taxing authority as reasonably requested all information, records, and documents relating to Tax Returns Taxes of the Acquired CompanyCompanies; (iv) provide timely notice to the other others in writing of any pending or threatened Tax audits or assessments of the Acquired Company Companies for taxable periods for which the other may have a liability under this Section 8.1; (v) furnish the other others with copies of all correspondence received from any Tax Authority taxing authority in connection with any Tax audit or information request with respect to any such taxable period; (vi) timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Transfer Taxes described in Section 8.1(a)(v) (relating to sales, transfer and similar Taxes); and (vii) timely provide to the other others powers of attorney or similar authorizations necessary to carry out the purposes of this Section 8.1.

Assistance and Cooperation. After the Closing Date, Parent, on each of the one hand, Sellers and Buyer, on the other hand, Buyer shall (and shall cause their respective Affiliates to): (i) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with Section 8.1(b8.4(c); (ii) cooperate fully in preparing for any audits of, or disputes with Tax Authorities taxing authorities regarding, any Tax Returns of that are required to be filed by or with respect to the Acquired CompanyAssets; (iii) make available to the other and to any Tax Authority taxing authority as reasonably requested all information, records, records and documents relating to Tax Returns of Taxes imposed with respect to the Acquired CompanyAssets or the Assumed Liabilities; (iv) provide timely notice to the other in writing of any pending or threatened Tax audits or assessments of the Acquired Company for taxable periods relating to Taxes for which the other may have a liability under this Section 8.18.4; (v) furnish the other with copies of all correspondence received from any Tax Authority taxing authority in connection with any Tax audit or information request with respect to any such taxable periodTax; (vi) timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Transfer Taxes described in Section 8.5(b)(iv) (relating to sales, transfer and similar Taxes); and (vii) timely provide to the other party powers of attorney or similar authorizations necessary to carry out the purposes of this Section 8.18.4.

Assistance and Cooperation. After the Closing Date, Parent, on each of the one hand, HPI Stockholders Representative and Buyer, on the other hand, Purchaser shall (and shall cause their respective Affiliates to): (i) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with paragraph (b) of this Section 8.1(b)6.13 or with respect to HEC; (ii) cooperate fully in preparing for any audits of, or disputes with Tax Authorities taxing authorities regarding, any Tax Returns of the HEC or any Acquired CompanyCompany or HEC; (iii) make available to the other and to any Tax Authority taxing authority as reasonably requested all information, records, and documents relating to Tax Returns Taxes of the any Acquired Company; (iv) provide timely notice to the other in writing of any pending or threatened Tax audits or assessments of the any Acquired Company or HEC for taxable periods for which the other may have a liability under this Section 8.16.13; (v) furnish the other with copies of all correspondence received from any Tax Authority taxing authority in connection with any Tax audit or information request with respect to any such taxable period; (vi) timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Transfer Taxes described in paragraph (a)(v) of this Section 6.13 (relating to sales, transfer and similar Taxes); and (vii) timely provide to the other powers of attorney or similar authorizations necessary to carry out the purposes of this Section 8.16.13.

Assistance and Cooperation. After the Closing DateON AND AFTER THE CLOSING DATE, Parent, on the one hand, and Buyer, on the other hand, shall EACH OF SELLER AND BUYER SHALL (and shall cause their respective Affiliates toAND SHALL CAUSE THEIR RESPECTIVE AFFILIATES TO): (ia) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with Section 8.1(b)10.02; (iib) cooperate fully in preparing for any audits of, or disputes with Tax Authorities authorities regarding, any Tax Returns of the Acquired Company; (iiic) make available to the other and to any Tax Authority as reasonably requested all information, records, records and documents relating to Tax Returns Taxes of the Acquired Company; (ivd) provide timely notice to the other in writing of any pending or threatened Tax audits or assessments of the Acquired Company for taxable Taxable periods for which the other may have a liability Liability under this Section 8.110.01; (ve) furnish the other with copies of all correspondence received from any Tax Authority in connection with any Tax audit or information request with respect to any such taxable Taxable period; (vif) timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Transfer Taxes described in Section 10.01(d) (relating to sales, transfer and similar Taxes); and (viig) timely provide to the other powers of attorney or similar authorizations necessary to carry out the purposes of this Section 8.1.Article X.

Assistance and Cooperation. After the Closing Date, Parent, on the one hand, each of Seller and Buyer, on the other hand, Buyer shall (and shall cause their respective Affiliates to): (i) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with Section 8.1(b8.2(b); (ii) cooperate fully in preparing for any audits of, or disputes with Tax Authorities taxing authorities regarding, any Tax Returns of the Acquired CompanyCompany and each Subsidiary; (iii) make available to the other and to any Tax Authority taxing authority as reasonably requested all information, records, and documents relating to Tax Returns Taxes of the Acquired CompanyCompany and each Subsidiary; (iv) provide timely notice to the other in writing of any pending or threatened Tax audits or assessments of the Acquired Company and each Subsidiary for taxable periods for which the other may have a liability under this Section 8.18.2; (v) furnish the other with copies of all correspondence received from any Tax Authority taxing authority in connection with any Tax audit or information request with respect to any such taxable period; (vi) timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Transfer Taxes described in Section 8.2(a)(iv) (relating to sales, transfer and similar Taxes); and (vii) timely provide to the other powers of attorney or similar authorizations necessary to carry out the purposes of this Section 8.18.2.

Assistance and Cooperation. After the Closing Date, Parent, on the one hand, Sellers and Buyer, on the other hand, Buyer shall (and shall cause their respective Affiliates to): (i) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with Section 8.1(b7.1(b); (ii) cooperate fully in preparing for any audits of, or disputes with Tax Authorities taxing authorities regarding, any Tax Returns of the Acquired CompanyCompanies; (iii) make available to the other and to any Tax Authority taxing authority as reasonably requested all information, records, and documents relating to Tax Returns Taxes of the Acquired CompanyCompanies; (iv) provide timely notice to the other in writing of any pending or threatened Tax audits or assessments of the Acquired Company Companies for taxable periods for which the other may have a liability under this Section 8.17.1; (v) furnish the other with copies of all correspondence received from any Tax Authority taxing authority in connection with any Tax audit or information request with respect to any such taxable period; (vi) timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Transfer Taxes described in Section 7.1(a)(iv) (relating to sales, transfer and similar Taxes); and (vii) timely provide to the other powers of attorney or similar authorizations necessary to carry out the purposes of this Section 8.17.1.

Assistance and Cooperation. After On and after the Closing Date, Parent, on the one hand, each of Seller and Buyer, on the other hand, Buyer shall (and shall cause their respective Affiliates to): (ia) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with Section 8.1(b)10.02; (iib) cooperate fully in preparing for any audits of, or disputes with Tax Authorities authorities regarding, any Tax Returns of the Acquired CompanyHLIKK; (iiic) make available to the other and to any Tax Authority as reasonably requested all information, records, and documents relating to Tax Returns Taxes of the Acquired CompanyHLIKK; (ivd) provide timely notice to the other in writing of any pending or threatened Tax audits or assessments of the Acquired Company HLIKK for taxable periods for which the other may have a liability under this Section 8.110.01; (ve) furnish the other with copies of all correspondence received from any Tax Authority in connection with any Tax audit or information request with respect to any such taxable periodperiods for which the other may have a liability under Section 10.01; (vif) Buyer shall cause HLIKK to provide to Seller any financial and tax information of HLIKK reasonably necessary for Seller to determine its U.S. federal income tax liability (including any tax credits) for the taxable year of the Seller that includes the Closing Date; (g) timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Transfer Taxes described in Section 10.01(e) (relating to sales, transfer and similar Taxes); and (viih) timely provide to the other powers of attorney or similar authorizations necessary to carry out the purposes of this Section 8.1.Article X.

Assistance and Cooperation. After the Closing Date, Parent, on the one hand, each of Seller and Buyer, on the other hand, Buyer shall (and shall cause their respective Affiliates to): ): (i) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with Section 8.1(b); (ii) cooperate fully in preparing for any audits of, or disputes with Tax Authorities regarding, any Tax Returns of the Acquired Company; (iii) make available to the other and to any Tax Authority as reasonably requested all information, records, and documents relating to Tax Returns of the Acquired Company; (iv) provide timely notice to the other in writing of any pending or threatened Tax audits or assessments of the Acquired Company for taxable periods for which the other may have a liability under this Section 8.1; (v) furnish the other with copies of all correspondence received from any Tax Authority in connection with any Tax audit or information request with respect to any such taxable period; (vi) timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Transfer Taxes described in paragraph (a)(iii) of this Section 8.1 (relating to sales, transfer and similar Taxes); and (ii) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with paragraph (b) of this Section 8.1; (iii) cooperate fully in preparing for any audits of, or disputes with taxing authorities regarding, any Tax Returns relating to the Companies, the Company Subsidiary or the Contributed Assets; (iv) make available to the other party and to any taxing authority as reasonably requested all information, records, and documents relating to Taxes relating to the Companies, the Company Subsidiary or the Contributed Assets; (v) provide timely notice to the other in writing of any pending or threatened Tax audits or assessments relating to the Companies, the Company Subsidiary or the Contributed Assets for taxable periods for which the other may have a liability under this Section 8.1; (vi) furnish the other with copies of all correspondence received from any taxing authority in connection with any Tax audit or information request with respect to any such taxable period; and (vii) timely provide to the other powers of attorney or similar authorizations necessary to carry out the purposes of this Section 8.1.

Assistance and Cooperation. After the Closing Date, Parent, on the one hand, Sellers and Buyer, on the other hand, each Buyer Group Member shall (and shall cause their respective Affiliates to): (i) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with Section 8.1(b); (ii) cooperate fully in preparing for any audits of, or disputes with Tax Authorities taxing authorities regarding, any Tax Returns of the Acquired CompanyCompanies; (iii) make available to the other and to any Tax Authority taxing authority as reasonably requested all information, records, and documents relating to Tax Returns Taxes of the Acquired CompanyCompanies; (iv) provide timely notice to the other in writing of any pending or threatened Tax audits or assessments of the Acquired Company Companies for taxable periods for which the other may have a liability under this Section 8.1; (v) furnish the other with copies of all correspondence received from any Tax Authority taxing authority in connection with any Tax audit or information request with respect to any such taxable period; (vi) timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Transfer Taxes described in Section 8.1(a)(iv) (relating to sales, transfer and similar Taxes); and (vii) timely provide to the other powers of attorney or similar authorizations necessary to carry out the purposes of this Section 8.1.

Assistance and Cooperation. After the Closing Date, ParentSellers, on the one hand, and Buyer, on the other hand, shall (and shall cause their respective Affiliates to): (i) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with Section 8.1(b); (ii) cooperate fully in preparing for any audits of, or disputes with Tax Authorities taxing authorities regarding, any Tax Returns of the any Acquired Company (including any combined, consolidated or unitary Tax Return that includes any Acquired Company); (iii) make available to the other and to any Tax Authority taxing authority as reasonably requested all information, records, and documents relating to Tax Returns of the any Acquired Company; (iv) provide timely notice to the other in writing of any pending or threatened Tax audits or assessments of the any Acquired Company for taxable periods for which the other may have a liability under this Section 8.1; (v) furnish the other with copies of all correspondence received from any Tax Authority taxing authority in connection with any Tax audit or information request with respect to any such taxable period; (vi) timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Transfer Taxes described in Section 8.1(a)(iv) (relating to sales, transfer and similar Taxes); and (vii) timely provide to the other powers of attorney or similar authorizations necessary to carry out the purposes of this Section 8.1.