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

Tax Cooperation; Allocation of Taxes. (a) The Buyer 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 Systems and the Purchased Assets (including, without limitation, access to books and records) as is reasonably necessary for the filing of all Tax returns, the making of any election relating 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. The Buyer and the Sellers shall retain all books and records with respect to Taxes pertaining to the Purchased Assets for a period of at least six years following the Closing Date. At the end of such period, each party shall provide the other with at least ten 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. The Sellers, the Sellers' Agent and the Buyer shall cooperate with each other in the conduct of any audit or other proceeding relating to Taxes involving the Purchased Assets or the Systems.

Tax Cooperation; Allocation of Taxes. (a) The Buyer and the Sellers Seller agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Systems and the Purchased Assets (including, without limitation, including access to books and records) as is reasonably necessary for the filing of all Tax returns, the making of any election relating to Taxes, the preparation for any audit by any taxing authorityTaxing Authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax. The Buyer and the Sellers Seller (and their respective Subsidiaries) shall retain all books and records with respect to Taxes pertaining to the Purchased Assets for a period of at least six years following the Closing Date. At On or after the end of such period, each party shall provide the other with at least ten 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. The Sellers, the Sellers' Agent Seller and the Buyer shall cooperate with each other in the conduct of any audit or other proceeding relating to Taxes involving the Purchased Assets or the SystemsAssets.

Tax Cooperation; Allocation of Taxes. (a) The Buyer and the Sellers Seller Parties agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Systems and the Purchased Transferred Assets (including, without limitation, including access to books and records) as is reasonably necessary for the filing of all Tax returnsReturns, the making of any election relating to Taxes, the preparation for any audit by any taxing authorityTaxing Authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax. The Buyer and the Sellers Seller Parties shall retain all books and records with respect to Taxes pertaining to the Purchased Transferred Assets for a period of at least six years following the Closing Date. At On or after the end of such period, each party shall provide the other with at least ten 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. The Sellers, the Sellers' Agent Seller Parties and the Buyer shall cooperate with each other in the conduct of any audit or other proceeding relating to Taxes involving the Purchased Assets or the SystemsTransferred Assets.

Tax Cooperation; Allocation of Taxes. (a) The Buyer Purchaser and the Sellers Seller agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Systems Business and the Purchased Acquired Assets (including, without limitation, access to books and records) as is reasonably necessary for the filing of all Tax returns, the making of any election relating to Taxes, the preparation for any audit by any taxing authority, authority and the prosecution or defense of any claim, suit or proceeding relating to any Tax. The Buyer Purchaser and the Sellers Seller shall retain all books and records with respect to Taxes pertaining to the Purchased Acquired Assets 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 ten (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. The Sellers, the Sellers' Agent Seller and the Buyer Purchaser shall cooperate with each other in the conduct of any audit or other proceeding relating to Taxes involving the Purchased Acquired Assets or the SystemsBusiness.

Tax Cooperation; Allocation of Taxes. (a) The Buyer and the Sellers agree to furnish or cause to be furnished to each other, upon requestrequest at no cost to the other party, as promptly as practicable, such information and assistance relating to the Systems Business and the Purchased Assets (including, without limitation, access to books and records) as is reasonably necessary for the filing of all Tax returns, the making of any election relating to Taxes, the preparation for any audit by any taxing authorityTaxing Authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax. The Buyer and the Sellers shall retain all books and records with respect to Taxes pertaining to the Purchased Assets for a period of at least six years following the Closing Date. At the end of such period, each party shall provide the other with at least ten 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. The Sellers, the Sellers' Agent Sellers and the Buyer shall cooperate with each other in the conduct of any audit or other proceeding relating to Taxes involving the Purchased Assets or the SystemsBusiness.

Tax Cooperation; Allocation of Taxes. (a) The Buyer Purchaser and the Sellers Seller agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Systems Business and the Purchased Assets (including, without limitation, including access to books and records) as is reasonably necessary for the filing of all Tax returns, the making of any election relating to Taxes, the preparation for any audit by any taxing authorityTaxing Authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax. The Buyer Purchaser and the Sellers Seller shall retain all books and records with respect to Taxes pertaining to the Purchased Assets for a period of at least six years following the Closing Date. At On or after the end of such period, each party shall provide the other with at least ten 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. The Sellers, the Sellers' Agent Seller and the Buyer Purchaser shall cooperate with each other in the conduct of any audit or other proceeding relating to Taxes involving the Purchased Assets or the SystemsBusiness.

Tax Cooperation; Allocation of Taxes. (a) The Buyer and the Sellers Parties agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Systems and Business, the Purchased Assets and the Acquired Subsidiaries (including, without limitation, access to books and records) as is reasonably necessary for the filing of all Tax returnsReturns, the making of any election relating to Taxes, the preparation for any audit by any taxing Taxing authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax. The Buyer Buyers and the Sellers shall retain all books and records with respect to Taxes pertaining to the Purchased Assets and the Acquired Subsidiaries for a period of at least six years following the Closing Date. At the end of such period, each party shall provide the other with at least ten days prior written notice before destroying any such books Buyers and records, during which period the party receiving such notice can elect to take possession, at its own expense, of such books and records. The Sellers, the Sellers' Agent and the Buyer Sellers shall cooperate with each other in the conduct of any audit or other proceeding relating to Taxes involving the Purchased Assets or Assets, the SystemsBusiness and the Acquired Subsidiaries.