Common use of Agreements Regarding Tax Matters Clause in Contracts

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) Merge The Company 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) MergeThe Buyer shall prepare or cause to be prepared and file and cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date. (c) The Buyer, the Company and the Principal Shareholder Shareholders 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. (cd) 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.