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

Tax Cooperation; Allocation of Taxes. (a) Purchaser and the Sellers agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Management Business and the Home Care Business and the Purchased Assets and the Assumed Liabilities (including access to books and records) as is reasonably necessary for the filing of all Tax Returns, the making of an election relating to Taxes, the preparation of any audit by any Taxing Authority and the prosecution or defense of any Proceeding relating to any Tax. Purchaser and the Sellers shall retain all books and records with respect to Taxes for the Pre-Closing Tax Period pertaining to the Purchased Assets and the Assumed Liabilities for a period of at least six (6) years following the Closing Date. At the end of such period, each party shall provide the other with at least 10 days prior written notice before destroying any such books and records, during which period the party receiving such notice can elect to take possession, at its own expense, of such books and records. Purchaser and the Sellers shall cooperate with each other in the conduct of any audit or other Proceeding relating to the Taxes involving the Purchased Assets or the Assumed Liabilities or the Management Business or Home Care Business.

Tax Cooperation; Allocation of Taxes. (a) Purchaser and the Sellers agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Management Business and Business, the Home Care Business and Facilities, the other Purchased Assets and the Assumed Liabilities (including access to books and records) as is reasonably necessary for the filing of all Tax Returns, the making of an election relating to Taxes, the preparation of any audit by any Taxing Authority and the prosecution or defense of any Proceeding relating to any Tax. Purchaser and the Sellers shall retain all books and records with respect to Taxes for the Pre-Closing Tax Period pertaining to the Purchased Assets and the Assumed Liabilities for a period of at least six (6) years following the Closing Date. At the end of such period, each party shall provide the other with at least 10 days prior written notice before destroying any such books and records, during which period the party receiving such notice can elect to take possession, at its own expense, of such books and records. Purchaser and the Sellers shall cooperate with each other in the conduct of any audit or other Proceeding relating to the Taxes involving the Business, the Facilities, the other Purchased Assets or the Assumed Liabilities or the Management Business or Home Care BusinessLiabilities.

Tax Cooperation; Allocation of Taxes. (a) Purchaser The Buyer Parties and the Sellers agree to furnish or cause to be furnished to *** Material has been omitted pursuant to a request for confidential treatment and has been filed separately. each other, upon request, as promptly as practicable, such information and assistance relating to the Management Business and the Home Care Business and the Purchased Assets and the Assumed Liabilities (including access to books and records) as is reasonably necessary for the filing of all Tax Returns, the making of an any election relating to Taxes, the preparation of for any audit by any Taxing Authority and the prosecution or defense of any Proceeding claim, suit or proceeding relating to any Tax. Purchaser The Buyer Parties and the Sellers shall retain all books and records with respect to Taxes for the Pre-Closing Tax Period pertaining to the Purchased Assets and the Assumed Liabilities for a period of at least six (6) years following the Closing Date. At On or after the end of such period, each party Seller Parent and Buyer Domestic shall provide the other with at least 10 days prior written notice before destroying destroying, or causing to be destroyed, any such books and records, during which period the party receiving such notice can elect to take possession, at its own expense, of such books and records. Purchaser Sellers and the Sellers Buyer Parties shall, and shall cause their respective Affiliates to, cooperate with each other in the conduct of any audit or other Proceeding proceeding relating to the Taxes involving the Purchased Assets or the Assumed Liabilities or the Management Business or Home Care Business.

Tax Cooperation; Allocation of Taxes. (a) Purchaser The Buyer Parties and the Sellers agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Management Business and the Home Care Business and the Purchased Assets and the Assumed Liabilities (including access to books and records) as is reasonably necessary for the filing of all Tax Returns, the making of an any election relating to Taxes, the preparation of for any audit by any Taxing Authority and the prosecution or defense of any Proceeding claim, suit or proceeding relating to any Tax. Purchaser The Buyer Parties and the Sellers shall retain all books and records with respect to Taxes for the Pre-Closing Tax Period pertaining to the Purchased Assets and the Assumed Liabilities for a period of at least six (6) years following the Closing Date. At On or after the end of such period, each party Seller Parent and Buyer Domestic shall provide the other with at least 10 days prior written notice before destroying destroying, or causing to be destroyed, any such books and records, during which period the party receiving such notice can elect to take possession, at its own expense, of such books and records. Purchaser Sellers and the Sellers Buyer Parties shall, and shall cause their respective Affiliates to, cooperate with each other in the conduct of any audit or other Proceeding proceeding relating to the Taxes involving the Purchased Assets or the Assumed Liabilities or the Management Business or Home Care Business.. *** Material has been omitted pursuant to a request for confidential treatment and has been filed separately. Table of Contents