Agreements Regarding Tax Matters Sample Clauses

Agreements Regarding Tax Matters. (a) After the Closing, the Company on one hand and the Buyer on the other hand (i) will promptly inform the other party in writing of any notice that it receives of any audit, investigation, request for documents or information related to Taxes that reasonably could be expected to affect the Tax liability of the other party, (ii) will each provide the other party with such assistance as may reasonably be requested in connection with the preparation of any Tax Return, audit or other examination by any taxing authority or judicial or administrative proceeding relating to liability for taxes, (iii) will each retain and provide to the other party all records and other information that may be relevant to any such Tax Return, audit or examination, proceeding or determination and (iv) will each provide the other party with any final determination of any such audit or examination, proceeding or determination that affects any amount required to be shown on any Tax Return of the other party for any period. Without limiting the generality of the foregoing, each of the Company and the Buyer will retain, until the expiration of the applicable statutes of limitation (including any extensions thereof), copies of all Tax Returns, supporting work schedules and other records relating to tax periods or portions thereof ending on or prior to the Closing Date. (b) For all purposes under this Agreement involving the determination of Taxes (including the determination of the Company Taxes), in the case of Taxes that are payable with respect to any period that includes but does not end on the Closing Date, the portion of any such Tax that is allocable to the portion of the period ending on the close of the Closing Date shall be (i) in the case of Taxes that are (x) based upon or related to income or receipts, or (y) employment, social security or other similar taxes, deemed equal to the amount which would be payable if the taxable year ended on the close of the Closing Date; and (ii) in the case of Taxes imposed on a periodic basis with respect to any assets or otherwise measured by the level of any item, deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the period ending on the close of the Closing Date and the denominator of which is the number of calendar days in...

Agreements Regarding Tax Matters. (a) The Seller (or an Affiliate of the Seller) shall prepare and timely file all Tax Returns in respect of the Purchased Assets for all Tax or Income Tax periods ending on or prior to the Closing Date. The Buyer shall prepare and timely file all other Tax Returns for Taxes that are required to be filed in respect of the Purchased Assets for all Tax periods ending after the Closing Date. The Seller shall file all of its Tax Returns for Income Taxes for all periods. The Buyer shall file all of its Tax Returns for Income Taxes for all periods. (b) The Seller and the Buyer shall provide each other with such assistance and non-privileged information relating to the Purchased Assets as may reasonably be requested in connection with the preparation of any Tax Return or the performance of any audit, examination or any other proceeding by any taxing authority relating to any Tax Return, whether conducted in a judicial or administrative forum. The Seller and the Buyer shall retain and provide to the other Party all non-privileged records and other information which may be relevant to any such Tax Return, audit, examination or any other proceeding. (c) The Seller shall exercise exclusive control over the handling, disposition and settlement of any inquiry, examination or proceeding by a Governmental Entity (or that portion of any inquiry, examination or proceeding by a Governmental Entity) that could result in a determination with respect to Taxes or Income Taxes due or payable by the Seller Parties, or for which the Seller Parties may be required to indemnify the Buyer. The Buyer shall notify the Seller in writing promptly upon learning of any such inquiry, examination or proceeding. The Buyer and its Affiliates shall cooperate with the Seller, as the Seller may reasonably request, in any such inquiry, examination or proceeding. Neither the Buyer nor any of its Affiliates shall extend, without the Seller’s prior written consent, the statute of limitations for any Tax or Income Tax for which the Seller Parties may be required to pay or indemnify the Buyer. (d) Neither Party (nor any Affiliate of such Party) shall agree to settle any Tax liability or compromise any claim with respect to Taxes or Income Taxes, which settlement or compromise may affect the liability for Taxes or Income Taxes hereunder (or right to Tax or Income Tax benefits) of the other Party, without the other Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned...

Agreements Regarding Tax Matters. (a) Merge shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date. The Company will ensure that there is an adequate accrual for the liability set forth in such Tax Returns, including the cost of preparation thereof, on the Closing Balance Sheet. (b) Merge, the Company and the Principal Shareholder shall cooperate fully, as and to the extent reasonably requested by the other parties, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon request by one of the other parties) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding. (c) All tax sharing agreements or similar agreements with respect to or involving the Company shall be terminated as of the Closing Date, and after the Closing Date, the Company shall not be bound thereby or have any liability thereunder.

Agreements Regarding Tax Matters. (a) Prior to the Closing Date, the Sellers’ Representative and NEWCO shall agree on an allocation of the total Purchase Price among HEC’s assets (the “Allocation”). The Allocation will consider the principles of applicable Internal Revenue Service guidance, including the possibility of asymmetric treatment of the Parties. If the Sellers’ Representative and NEWCO are unable to reach agreement on the Allocation by the Closing Date, the Allocation shall be submitted to and determined by the Referee. The Referee shall determine the elements of the Allocation as are disputed within thirty (30) days after the issues are submitted to the Referee, but in each case in accordance with applicable legal principles. If any objections are submitted to the Referee for resolution, (i) each of NEWCO and the Sellers’ Representative shall furnish to the Referee such workpapers and other documents and information relating to such objections as the Referee may request and are available to that Party or its Affiliates (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee prior to any written notice of determination hereunder being delivered by the Referee; (ii) to the extent that a value has been assigned by NEWCO or the Sellers’ Representative to any item that is submitted to the Referee, the Referee shall not assign a value to such objection that is greater than the greatest value for such objection claimed by either such Party or less than the smallest value for such objection claimed by either such Party; (iii) the determination by the Referee of the calculation of the Allocation as set forth in a written notice delivered to NEWCO and the Sellers’ Representative by the Referee, shall be binding and conclusive on the Parties and shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; (iv) the fees and expenses of the Referee shall be paid by NEWCO in the event that NEWCO’s assertions regarding the Allocation differ by a greater amount from the amount determined by Referee, or by the HEC Members in the event that the Sellers’ Representative’s assertions regarding the Allocation differ by the greater amount from the amount determined by the Referee. Once finalized, the Allocation shall be binding upon all Parties...

Agreements Regarding Tax Matters. (a) Income of the Company will be included on the consolidated federal Income Tax Return and the Minnesota Unitary Income Tax Return of the Affiliated Group that includes the Seller and the Company for all periods through the end of the Closing Date and the Affiliated Group shall pay any federal Income Taxes or state income tax attributable to such Income. The Seller shall prepare, or cause to be prepared, all other Income Tax Returns for the Company for its Tax periods ending on or before the Closing Date.

Agreements Regarding Tax Matters. (a) The Sellers (or an Affiliate of the Sellers other than the Transferred Subsidiaries) shall prepare and timely file all Tax Returns in respect of the Purchased Assets or the Transferred Subsidiaries for all Pre-

Agreements Regarding Tax Matters. All transfer, documentary, sales, use, registration, stamp and other similar Taxes, and fees (including any penalties and interest) incurred in connection with the transactions contemplated by this Agreement and any Ancillary Agreements (“Transfer Taxes”) shall be paid by Purchaser when due, and Purchaser shall at its expense prepare and file all Tax Returns and other documentation with respect to all such Transfer Taxes, and if required by Law, Purchaser shall join in the execution thereof.

Agreements Regarding Tax Matters. Payment Of Indemnified Liabilities; Protection of Relationships Section 7.4.Further Assurances

Agreements Regarding Tax Matters. (a) The Seller and the Purchaser will each provide the other party with such assistance as may reasonably be requested in connection with the preparation of any Tax Return, audit or other examination by any taxing authority or judicial or administrative proceeding relating to liability for Taxes, will each retain and provide to the other party all records and other information that may be relevant to any such Tax Return, audit or examination, proceeding or determination and will each provide the other party with any final determination of any such audit or examination, proceeding or determination that affects any amount required to be shown on any Tax Return of the other party for any period. Without limiting the generality of the foregoing, each of the Purchaser and the Seller will retain, until the expiration of the applicable statutes of limitation (including any extensions thereof) copies of all Tax Returns, supporting work schedules and other records relating to Tax periods or portions thereof ending on or prior to the Closing Date. (b) The parties agree that the Purchaser will employ individuals who immediately before the Closing Date were employed by the Seller. The parties agree that the responsibility for the reporting of payroll Taxes with respect to each individual employed by the Purchaser who had been employed by the Seller will be assigned under the Alternative Procedure described in Section 5 of Revenue Procedure 96-68.

Agreements Regarding Tax Matters. Seller and Purchaser will -------------------------------- each provide the other party with such assistance as may reasonably be requested in connection with the preparation of any Tax Return, audit or other examination by any taxing authority or judicial or administrative proceeding relating to liability for Taxes with respect to the Purchased Assets or the Optioned Assets, will each retain and provide to the other party all records and other information that may be relevant to any such Tax Return, audit or examination, proceeding or determination and will each provide the other party with any final determination of any such audit or examination, proceeding or determination that affects any amount required to be shown on any Tax Return of the other party for any period. Without limiting the generality of the foregoing, each of Purchaser and Seller will retain, until the expiration of the applicable statutes of limitation (including any extensions thereof) copies of all Tax Returns, supporting work schedules and other records relating to Tax periods or portions thereof ending on or prior to the Closing Date, which related to the Purchased Assets, and the Second Closing Date, which related to the Optional Assets. 4.14-25