Common use of Agreements Regarding Tax Matters Clause in Contracts

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.

Appears in 3 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Kensey Nash Corp), Asset Purchase Agreement (Kensey Nash Corp)

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Agreements Regarding Tax Matters. (a) After the Closing, the Company on one hand and the Buyer on the other hand will (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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cytori Therapeutics, Inc.)

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