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.
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.
Agreements Regarding Tax Matters. (a) After the Closing, Sellers, on the one hand, and Buyer, on the other hand, (i) will promptly inform the other Party in writing of any notice that he, she or it receives of any audit, investigation, request for documents or information related to Taxes that could affect the Tax liability of the other Party; provided, however, that any failure to provide such notice shall not affect the indemnification obligations of any Party under Article 5 except to the extent such Party is materially prejudiced by such failure, (ii) will each provide the other Party, at the other Party’s expense, 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, at the other Party’s expense, 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, Sellers 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 of Seller ending on or prior to the Closing Date. Any information obtained under this Section 7.4 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other Proceeding.
Agreements Regarding Tax Matters. 36 Section 6.5
Agreements Regarding Tax Matters. (a) Each Member shall (i) provide the Company with such assistance as may be reasonably requested in connection with the preparation of any Tax Return or any audit or other examination by any Tax Authority or proceeding involving any Governmental Authority relating to liability for Taxes, (ii) retain for a period of six years following the end of the calendar year in which the Closing occurs and provide to the Company all records and other information that may be relevant to any such Tax Return, audit or examination, proceeding or determination, and (iii) provide the Company with a copy of 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 Company for any period. Without limiting the generality of the foregoing, each Member shall 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 that concern the Contributed Assets or the Assumed Liabilities.
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
Agreements Regarding Tax Matters. (a) The Sellers 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 Action by any taxing authority relating to any Tax Return, whether conducted in a judicial or administrative forum. The Sellers 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. The Seller shall deliver within five days of the Buyer’s request therefor any information required to be reported by the Buyer or the Seller pursuant to Section 6043A of the Code.
Agreements Regarding Tax Matters. (a) With respect to the Business Assets, the Transferred Subsidiaries and the Business, each of HNS, the Investor and Newco shall (i) provide the others with such assistance as may be reasonably requested in connection with the preparation of any Tax Return or any audit or other examination by any tax authority or Proceeding involving any Governmental Authority relating to liability for Taxes, (ii) retain and provide to the other all records and other information that may be relevant to any such Tax Return, audit or examination, Proceeding or determination and (iii) provide the other 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 for any period. Without limiting the generality of the foregoing, each party shall 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.
Agreements Regarding Tax Matters. (a) The Seller will prepare and timely file all Tax Returns in respect of the Purchased Assets for all Tax periods ending on or prior to the Closing Date. The Buyer will prepare and timely file all other Tax Returns that are required to be filed in respect of the Purchased Assets.
Agreements Regarding Tax Matters. (a) To the extent that any real and personal property Taxes are imposed on the Transferred Assets for a Straddle Period, such Taxes (to the extent not included in the Closing Net Working Capital) shall be prorated between the Seller Group and the Buyer Group pursuant to this Section 6.9(a) in the following manner: the amount apportioned to the Seller Group shall be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the total number of days in such Straddle Period; and the amount not apportioned to the Seller Group in the foregoing shall be apportioned to Buyer Group. If any such Tax was not included in the Closing Net Working Capital, the Seller Group shall pay its apportioned amount to the Buyer within thirty (30) days after receipt of the Tax bxxx for such Straddle Period. All refunds of real and personal property Taxes received with respect to the Transferred Assets apportioned to a Party pursuant to this Section 6.9(a) shall be the property of such Party, and any such refunds received by the other Party shall be remitted to the Party within ten (10) business days of receipt by such other Party.
