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

Tax Cooperation; Allocation of Taxes. (a) 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 Purchased Assets (including, without limitation, access to books and records) as is reasonably necessary for the preparation and 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. Buyer 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. Thirty (30) days before the end of such period, Sellers may provide the Buyer with written notice, during which thirty (30) day period the Sellers can elect to take possession, at its own expense, of such books and records. If the Buyers do not receive any notice, they may destroy any such books and records at the end of the six (6) year period. The Sellers and Buyer shall cooperate with each other in the conduct of any audit or other proceeding relating to Taxes involving the Purchased Assets. Notwithstanding any provision to the contrary in this Agreement, it is understood and agreed between Sellers and Buyer that the Sellers shall be wound up and dissolved as soon as practicable following Closing.

Tax Cooperation; Allocation of Taxes. (a) 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 Business and the Purchased Assets (including, without limitation, including access to books and records) as is reasonably necessary for the preparation calculation of the 358(h)(1) Liabilities and the filing of all Tax ReturnsReturns (including providing all the cost and other basis information that is reasonably required for Addivant Holdings to prepare the statement that is required by Treasury Regulation Section 1.351-3(b)), 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 TaxTax with respect to the Purchased Assets or the Business. Buyer and 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. Thirty (30) days before On or after the end of such period, Sellers may each party shall use commercially reasonable efforts to provide the Buyer other with at least 10 days prior written noticenotice before destroying any such books and records, during which thirty (30) day period the Sellers party receiving such notice can elect to take possession, at its own expense, of such books and records, provided the foregoing shall not apply with respect to Taxes that arise in a period that begins after the Closing Date. If the Buyers do not receive any notice, they may destroy any such books and records at the end of the six (6) year period. The Sellers Seller and Buyer shall cooperate reasonably with each other in the conduct of any audit or other proceeding relating to Taxes involving the Purchased Assets. Notwithstanding any provision to Assets or the contrary in this Agreement, it is understood and agreed between Sellers and Buyer that the Sellers shall be wound up and dissolved as soon as practicable following ClosingBusiness.

Tax Cooperation; Allocation of Taxes. (a) 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 Purchased Assets (including, without limitation, access to books and records) as is reasonably necessary for the preparation and 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. Buyer 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. Thirty (30) days before At the end of such period, Sellers may Buyer shall provide the Buyer Sellers with at least ten days prior written noticenotice before destroying any such books and records, during which thirty (30) day period the Sellers can elect to take possession, at its own expense, of such books and records. If the Buyers do not receive any notice, they may destroy any such books and records at the end of the six (6) year period. The Sellers and Buyer shall cooperate with each other in the conduct of any audit or other proceeding relating to Taxes involving the Purchased Assets. Notwithstanding any provision to the contrary in this Agreement, it is understood and agreed between Sellers and Buyer that the Sellers shall be wound up and dissolved as soon as practicable following Closing.