Common use of Cooperation in Filing Tax Returns Clause in Contracts

Cooperation in Filing Tax Returns. Buyer and the Shareholders shall, and shall each cause its Affiliates to, provide to the other party such cooperation and information, as and to the extent reasonably requested, in connection with preparing, reviewing and filing of any Tax Return, amended Tax Return or claim for refund, determining Liabilities for Taxes or a right to refund of Taxes, or in conducting any audit or other Action with respect to Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Tax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings and other determinations by Governmental Entities relating to Taxes, and relevant records concerning the ownership and Tax basis of property, which any such party may possess. The Company will retain all Tax Returns, schedules, work papers, and all material records and other documents relating to Tax matters of the Company for the Tax period first ending after the Closing Date and for all prior Tax periods until the later of either (i) the expiration of the applicable statute of limitations (and, to the extent notice is provided with respect thereto, any extensions thereof) for the Tax periods to which the Tax Returns and other documents relate or (ii) eight (8) years following the due date (without extension) for such Tax

Appears in 2 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement (Minerva Neurosciences, Inc.)

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Cooperation in Filing Tax Returns. Buyer and the Shareholders Seller shall, and shall each cause its subsidiaries and Affiliates to, provide to the other party such cooperation and information, as and to the extent reasonably requested, in connection with preparing, reviewing and the filing of any Tax Return, amended Tax Return or claim for refund, determining Liabilities liability for Taxes or a right to refund of Taxes, or in conducting any audit audit, litigation or other Action proceeding with respect to Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Tax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings and other determinations by Governmental Entities relating to TaxesTaxing Authorities, and relevant records concerning the ownership and Tax basis of property, which any such party may possess. The Company Each party will retain all Tax Returns, schedules, work papers, and all material records and other documents relating to Tax matters matters, of the Company for the Tax period first ending after the Closing Date and for all prior Tax periods until the later of either (i) the expiration of the applicable statute of limitations (and, to the extent notice is provided with respect thereto, any extensions thereof) for the Tax periods to which the Tax Returns and other documents relate or (ii) eight (8) years following the due date (without extension) for such TaxTax Returns. Thereafter, the party holding such Tax Returns or other documents may dispose of them provided that such party shall give to the other party notice prior to doing so. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Andersons Inc)

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Cooperation in Filing Tax Returns. Buyer Each of OnPoint, VHS and the Shareholders shall, and Xx. Xxxxxxx shall each cause its Affiliates to, provide to the other party parties such cooperation and information, as and to the extent reasonably requested, in connection with preparingthe preparation, reviewing review and filing of any Tax Return, amended Tax Return or claim for refund, determining Liabilities liabilities for Taxes or a right to refund of Taxes, or in conducting any audit or other Action action with respect to Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Tax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings and other determinations by Governmental Entities relating to Taxes, and relevant records concerning the ownership and Tax basis of property, which any such party may possess. The Company OnPoint will retain all Tax Returns, schedules, work papers, and all material records and other documents relating to Tax matters of the Company VHS for the Tax period first ending after the Closing Date and for all prior Tax periods until the later of either (i) the expiration of the applicable statute of limitations (and, to the extent notice is provided with respect thereto, any extensions thereof) for the Tax periods to which the Tax Returns and other documents relate or (ii) eight (8) years following the due date (without extension) for such TaxTax Returns. Thereafter, OnPoint may dispose of them.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vertical Health Solutions Inc)

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