Audits and Cooperation Sample Clauses

Audits and Cooperation. In connection with any audit, examination, litigation or other proceeding with respect to the income Tax Returns of the Company Group for any Pre-Closing Tax Period or Straddle Period (each, a “Tax Contest”), Buyer, on the one hand, and the Tax Representative, on the other hand, shall cooperate fully with each other, including the furnishing or making available during normal business hours of records, personnel (as reasonably required), books of account, powers of attorney or other materials necessary or helpful for the conduct of any such Tax Contest. Buyer shall not settle a Tax Contest that could reasonably be expected to adversely and materially impact the Blocker Seller, the Merger Participants or any direct or indirect owners thereof without the consent of the Tax Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Buyer shall provide the Tax Representative with notice of any written inquiries, audits, examinations or proposed adjustments by the Internal Revenue Service or any other taxing authority, which relate to any Tax Contest within ten (10) days of the receipt of such notice. Buyer shall (and shall cause the Company Group to) (i) retain all books and records with respect to income Tax matters pertinent to the Company Group relating to any Pre-Closing Tax Period or Straddle Period until the expiration of the applicable statute of limitations (and any extension thereof), and to abide by all record retention agreements entered into with any taxing authority with respect to income Taxes, and (ii) give the Tax Representative reasonable notice prior to transferring, destroying or discarding any such books and records and shall allow the Tax Representative to take possession of such books and records. The parties agree that neither the Company nor any Company Subsidiary shall make an election pursuant to the Partnership Audit Rules, to cause the Partnership Audit Rules to apply to any taxable year of the Company or any Company Subsidiary beginning prior to January 1, 2018.
Sample 1
AutoNDA by SimpleDocs
Audits and Cooperation. After the Closing Date, Dentsply will provide PracticeWorks with written notice of any audits, litigation or other proceedings with respect to Dentsply's consolidated federal income Tax Returns and/or unitary or combined state income Tax Returns to the extent that such audit, litigation or other proceeding relates to Ceramco or SoftDent LLC. Dentsply will not settle any such audit, litigation, or other proceeding in a manner which would adversely affect SoftDent LLC or PracticeWorks after the Closing Date unless such settlement would be reasonable in the case of a person that owned SoftDent LLC and PracticeWorks both before and after the Closing Date. Further, InfoCure, PracticeWorks, Dentsply, Ceramco and SoftDent LLC shall cooperate fully, as and to the extent reasonably requested by the other party, 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 the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. InfoCure, PracticeWorks, - 50 - 51 (1) to retain all books and records with respect to Tax matters pertinent to the SoftDent Business or the PracticeWorks Business relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority and (2) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, to allow the other party to take possession of such books and records. InfoCure, PracticeWorks, Dentsply and Ceramco further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby).
Sample 1
Audits and Cooperation. (i) In connection with any audit, examination, litigation or other proceeding with respect to the Pass-Through Income Tax Returns of the Company Group for any Pre-Closing Tax Period or Straddle Period (each, a “Tax Contest”), Parent, on the one hand, and the Seller Representative, on the other hand, shall cooperate fully with each other, including the furnishing or making available during normal business hours of records, personnel (as reasonably required), books of account, powers of attorney or other materials necessary or helpful for the conduct of any such Tax Contest. (ii) The Seller Representative shall have the right to control, and Parent shall have the right to participate in (at its own expense), any Tax Contest relating to Pass-Through Income Tax Returns of the Company Group (any such Tax Contest, a “Pass-Through Tax Contest”), but the Seller Representative shall not settle or compromise any such Pass-Through Tax Contest without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). The tax matters representative for the Surviving Company shall be required to make a “push out” election under Section 6226 of the Code (or any similar provision of state and local Tax law) with respect to any Pass-Through Tax Contest for any Tax period beginning on or after January 1, 2018. If the Seller Representative declines (or fails) to assume control of the conduct of any Pass-Through Tax Contest within a reasonable period after being provided with written notice of such Pass-Through Tax Contest by Parent, Parent shall have the right to assume control of such Pass-Through Tax Contest, but Parent shall not settle or compromise any such Pass-Through Tax Contest without the Seller Representative’s prior written consent (not to be unreasonably withheld, delayed or conditioned) if such settlement or compromise would reasonably be expected to have the effect of increasing Taxes of any pre-Closing direct or indirect equityholders of the Company. (iii) Parent shall provide the Seller Representative with notice of any written inquiries, audits, examinations or proposed adjustments by the Internal Revenue Service or any other taxing authority, which relate to any Tax Contest within ten (10) days of the receipt of such notice. Parent shall (and shall cause the Company Group to) (i) retain all books and records with respect to income Tax matters pertinent to the Company Group relating to any Pre-Closing Tax Period or Straddle Period unti...
Sample 1
Audits and Cooperation. Each party and its duly authorized representatives shall have reasonable access to the accounting records and other documents maintained by the other party which relate to materials being sold or delivered to the other party under this Agreement and shall have the right to audit such records at any reasonable time or times within two years after each anniversary date of the Agreement, at the auditing party's sole cost and expense. Specifically, ChevronTexaco shall provide the actual Lease Economics Model, described in Exhibit H, for each month of the Agreement, in a format to be agreed between the Parties. Additionally, Link shall provide a list of the *** by Link. Either party shall have the right to audit all information supporting the Lease Economics Model, as well as any requests for reopeners or claims for performance payments, within *** of (i) each monthly Lease Economics Model; or (ii) each ***; or (iii) each request for re-openers or a claim for performance payment. Additionally, each party agrees to reasonably cooperate and provide information related to this Agreement as may be needed by the other party for disclosures to the Securities and Exchange Commission or any other required governmental reporting.
Sample 1
Audits and Cooperation. OpenPayd shall reasonably co-operate and assist the Customer to comply with its obligations under the Data Protection Laws, such as forwarding any data subject requests relating to Processed Data to Customer without undue delay, providing information for the processing of Processed Data in relation to data protection impact assessments, inspections, and notifications to data protection authorities. On reasonable request and notice, OpenPayd will co-operate in the conduct of any audit or inspection, reasonably necessary to demonstrate OpenPayd's compliance with its obligations as a processor under this DPA. Customer shall avoid causing any damage, injury, or disruption to OpenPayd's equipment, staff and business in the course of such audit or inspection.
Sample 1

Related to Audits and Cooperation

  • Notice and Cooperation Each Party shall provide to the other Party prompt written notice of any actual or threatened infringement of the Product Trademarks in the Territory and of any actual or threatened claim that the use of the Product Trademarks in the Territory violates the rights of any Third Party. Each Party agrees to cooperate fully with the other Party with respect to any enforcement action or defense commenced pursuant to this Section 7.7.

  • Information/Cooperation Executive shall, upon reasonable notice, furnish such information and assistance to the Bank as may be reasonably required by the Bank, in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party; provided, however, that Executive shall not be required to provide information or assistance with respect to any litigation between Executive and the Bank or any other subsidiaries or affiliates.

  • Areas of Cooperation 1. To achieve the objectives of cooperation in fisheries within the described principles, cooperation will include fisheries management and conservation issues, vessel management and post harvest arrangements and financial and trade measures and development of fisheries and fisheries products and marine aquaculture. 2. The EC Party will contribute to the mobilisation of the resources for the implementation of the identified areas of cooperation at national and regional levels, which will also include support for regional capacity building. Furthermore, the EC Party contributes to the measures as described in the section concerning financial and trade measures, and on infrastructure development specific for fisheries and marine aquaculture.

  • Access and Cooperation Each Party will, and will cause its Other Indemnified Persons to, cooperate and assist in all reasonable respects regarding such Third Party Claim, including by promptly making available to such other Party (and its legal counsel and other professional advisers with a reasonable need to know) all books and records of such Person relating to such Third Party Claim, subject to reasonable confidentiality precautions.

  • Tax Cooperation The Parties shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns and any audit, litigation, or other proceeding with respect to Taxes relating to the Assets. Such cooperation shall include the retention and (upon another Party’s request) the provision of records and information that are relevant to any such Tax Return or audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided under this Agreement. Seller and the Buyer agree to retain all books and records with respect to tax matters pertinent to the Assets relating to any tax period beginning before the Effective Time until the expiration of the statute of limitations of the respective tax periods and to abide by all record retention agreements entered into with any taxing authority.

  • Assistance and Cooperation (a) Each of the Companies shall provide (and shall cause its Affiliates to provide) the other Companies and their respective agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with (i) preparing and filing Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies and their respective Affiliates as provided in Section 9. Each of the Companies shall also make available to the other Companies, as reasonably requested and available, personnel (including employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes. (b) Any information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, in no event shall any of the Companies or any of their respective Affiliates be required to provide the other Companies or any of their respective Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine that the provision of any information to the other Companies or their respective Affiliates could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties shall use reasonable best efforts to permit compliance with their obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequence.

  • Technical Cooperation In order to facilitate the implementation of this Agreement, developed country Members shall provide, on request and on mutually agreed terms and conditions, technical and financial cooperation in favour of developing and least-developed country Members. Such cooperation shall include assistance in the preparation of laws and regulations on the protection and enforcement of intellectual property rights as well as on the prevention of their abuse, and shall include support regarding the establishment or reinforcement of domestic offices and agencies relevant to these matters, including the training of personnel.

  • General Cooperation The Parties shall each cooperate fully (and each shall cause its respective Subsidiaries to cooperate fully) with all reasonable requests in writing from another Party hereto, or from an agent, representative or advisor to such Party, in connection with the preparation and filing of Tax Returns, claims for Refunds, Tax Proceedings, and calculations of amounts required to be paid pursuant to this Agreement, in each case, related or attributable to or arising in connection with Taxes of any of the Parties (including matters related to a Party’s qualification as a “real estate investment trust” under the Code) or their respective Subsidiaries covered by this Agreement and the establishment of any reserve required in connection with any financial reporting (a “Tax Matter”). Such cooperation shall include the provision of any information reasonably necessary or helpful in connection with a Tax Matter and shall include, without limitation, at each Party’s own cost: (a) the provision of any Tax Returns of the Parties and their respective Subsidiaries, books, records (including information regarding ownership and Tax basis of property), documentation and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities; (b) the execution of any document (including any power of attorney) in connection with any Tax Proceedings of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or a Refund claim of the Parties or any of their respective Subsidiaries; (c) the use of the Party’s reasonable best efforts to obtain any documentation in connection with a Tax Matter; and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records or other information in connection with the filing of any Tax Returns of any of the Parties or their Subsidiaries. Each Party shall make its employees, advisors, and facilities available, without charge, on a reasonable and mutually convenient basis in connection with the foregoing matters.

  • Cooperation and Coordination The Parties acknowledge and agree that it is their mutual objective and intent to minimize, to the extent feasible and legal, taxes payable with respect to their collaborative efforts under this Agreement and that they shall use all commercially reasonable efforts to cooperate and coordinate with each other to achieve such objective.

  • Litigation Cooperation From the date hereof and continuing through the termination of this Agreement, make available to Bank, without expense to Bank, Borrower and its officers, employees and agents and Borrower’s books and records, to the extent that Bank may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Bank with respect to any Collateral or relating to Borrower.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!