Cooperation in Tax Matters. Until the applicable statutes of limitations (including any extensions) have expired, TEC and TCA shall each: (i) provide the other with such assistance as the other may reasonably request in connection with the preparation or amendment of any Tax Return or in connection with any audit or other examination by any taxing authority or any judicial or administrative proceedings relating to liability for any Taxes respecting any period ending on or before the Closing Date or that otherwise includes the Closing Date, (ii) retain and provide the other with any records or other information that may be relevant to any such Tax Return, audit, examination, proceeding or determination and (iii) provide the other with any final determination of any such audit, examination, proceedings or determination that affects any amount required to be shown on any such Tax Return. Without limiting the generality of the foregoing, TEC and TCA shall each retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all Tax Returns, supporting work schedules and other records and information that may be relevant to such Tax Returns as may be necessary to allow it to satisfy its obligations under this Section 5.20 and shall not destroy or otherwise dispose of any such records without first providing the other with a reasonable opportunity to review and copy them. To the extent TEC reasonably requests, TCA and Thoratec shall agree to maintain the confidentiality of any information furnished by TEC under this Section 5.20, provided that TCA and Thoratec may use such information in connection with any Tax Return of Thoratec, TCA or any Subsidiary of TCA, any communication to or from any taxing authority, and in connection with any controversy regarding any Taxes payable or paid by Thoratec, TCA or any Subsidiary of TCA. Without limiting the generality of any of the foregoing, during the period ending 60 days after the Effective Time TEC shall use its commercially reasonable efforts to secure for TCA and TCA's Subsidiaries any tax benefit to which they are entitled as a result of any settlement or other agreement between TEC and any tax authority.
Cooperation in Tax Matters. The Company Equity Holders and the Surviving Pubco shall cooperate reasonably in connection with the filing of Tax Returns of the Acquired Companies and any Tax Proceeding of any Acquired Company. Such cooperation shall include the provision of records and information with respect to any Acquired Company which are in the possession of any Company Equity Holder or the Surviving Pubco and are reasonably relevant to any such Tax Proceeding. Without limiting the foregoing, the Company Equity Holders will cooperate reasonably and use commercially reasonable efforts to have the now-current officers, directors and employees of any Acquired Company cooperate with the Surviving Pubco in furnishing information, evidence, testimony and other assistance in connection with the filing of any Tax Return or any Tax Proceeding with respect to matters pertaining to any and all periods beginning prior to the Closing Date. The Company Equity Holders agree to transfer to the Surviving Pubco on or as soon as practicable after the Closing Date (but in no event later than fifteen (15) Business Days after the Closing Date) all Books and Records of the Acquired Companies with respect to Tax matters pertinent to any Acquired Company that are in their possession or subject to their direct or indirect control.
Cooperation in Tax Matters. Each party to this Agreement (a “Party,” or collectively, the “Parties”) shall provide the other Parties with such assistance as may be reasonably requested by such Party in connection with the preparation of any Tax Return, any audit or other examination by any taxing authority, or any judicial or administration contest or proceedings relating to liability for Taxes, and shall provide the other Parties with any available records or information that may be relevant to such Tax Return, audit, examination, contest, proceedings or determination. Such assistance shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and shall include providing copies of any relevant Tax Return and supporting work schedules. The Party requesting assistance hereunder shall reimburse the other Parties for reasonable out-of-pocket expenses incurred in providing such assistance.
Cooperation in Tax Matters. Seller and Buyer will make available during normal business hours, but without unreasonably disrupting their respective businesses, all personnel and records of the Business reasonably necessary in connection with the filing of any Tax return, amended return or claim for refund; determining a liability for Taxes or a right to refund for Taxes; or in conducting an audit or other proceeding in respect of Taxes.
Cooperation in Tax Matters. The following provisions shall govern the allocation of responsibility as between the Buyer and the Seller for certain Tax matters after the Closing Date:
(a) The Company and Seller, in her capacity as sole member of the Company, at Seller’s cost and expense, shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end as of the Closing Date. The Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for the Tax periods which begin on or before the Closing Date and end after the Closing Date. The Seller shall pay to the Buyer within fifteen (15) days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such taxable period ending on the Closing Date.
(b) In the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Tax period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Tax period ended on the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be apportioned between the Buyer and the Seller using the same formulas as used to determine the Tax liability of the Buyer and the Seller with respect to such periods. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company
(c) The Buyer and the Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns of the Company or Seller, in her capacity as the sole member of the Company, pursuant to this Section 11.3 and any audit, litigation or other proceeding with respect to Taxes of the Company for Tax periods before and after the Closing Date...
Cooperation in Tax Matters. The Seller and the Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or in conducting any audit or other proceeding in respect of Taxes, in each case, to the extent relating to the Acquired Assets or the Business, including using best efforts to make officers and employees available for such purposes, provided that the party requiring the participation of such officers or employees shall pay all reasonable out-of-pocket costs, charges and expenses arising from such participation.
Cooperation in Tax Matters. The Contributors, Buyer and the Company shall cooperate fully in connection with the preparation and filing of Tax Returns of the Company and any pending or threatened Tax audit, assessment, litigation or other legal proceeding with respect to Taxes of the Company, and each Party shall provide any information necessary or reasonably requested to allow other Parties to comply with any information reporting or withholding requirements contained in the Code or other applicable laws or to compute the amount of payroll or other employment Taxes due with respect to any payment made in connection with this Agreement. Each Party shall furnish the other Parties with copies of all relevant correspondence received from any taxing authority in connection with any Tax audit or information request with respect to any Taxes for which the other may have an indemnification obligation under this Agreement.
Cooperation in Tax Matters. Each of Purchaser and the Equityholder Representative agrees to retain and furnish or cause to be furnished to one another, upon request, as promptly as practicable, such information and assistance relating to the Company or its Subsidiaries as is reasonably necessary for the filing of all Tax Returns of or with respect to the Company or its Subsidiaries, the making of any election related to Taxes of or with respect to the Company or its Subsidiaries, the preparation for any audit by any Taxing Authority, and the prosecution or defense of any Action relating to any Tax Return of or with respect to the Company or its Subsidiaries. Purchaser and the Equityholder Representative shall reasonably cooperate with each other in the conduct of any audit or other proceeding related to Taxes of or with respect to the Company or its Subsidiaries and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 4.10. In the event any Taxing Authority informs the Equityholder Representative or any Shareholder, on the one hand, or Purchaser or the Company, on the other, of any notice of proposed audit, claim, assessment or other dispute concerning an amount of Taxes with respect to which the other party may incur Liability hereunder, the party so informed shall promptly notify the other party of such matter; provided, that failure to promptly notify shall not reduce the other party’s indemnity obligation hereunder except to the extent such party’s ability to defend against such matter is actually prejudiced thereby.
Cooperation in Tax Matters. Each of the Shareholders and Purchaser shall cooperate with (and cause their respective affiliates to cooperate with) the other party in preparing any Tax Returns or reports which such other party is responsible for preparing and filing after the Rescission and STIC shall cause the Company to cooperate with Purchaser in preparing and filing Purchaser's Tax Returns after the Rescission, in each case solely for the tax year in which the Rescission took place.
Cooperation in Tax Matters. The Vendor, the Company and the Purchaser shall reasonably cooperate, and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives reasonably to cooperate (each at their own expense), in preparing and filing all Tax Returns (including amended returns and claims for refund), including maintaining and making available to each other all records necessary in connection with Tax Claims and in resolving all disputes and audits with respect to all periods ending on or before the Closing Date or the Pre-Closing Straddle Period.
