Cooperation on Tax Matters; Tax Audits. The Buyer and the Sellers and their respective Affiliates shall cooperate in the preparation of all Tax Returns and the conduct of all Tax Audits or other administrative or judicial proceedings relating to the determination of any Tax for any Tax periods for which one Party could reasonably require the assistance of the other Party in obtaining any necessary information. Such cooperation shall include, but not be limited to, furnishing prior years’ Tax Returns or return preparation packages to the extent relating to the Business illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns, and furnishing such other information within such Party’s possession requested by the Party filing such Tax Returns as is relevant to their preparation (it being understood that the Party requesting production of such materials shall bear the cost of such production). Such cooperation and information also shall include without limitation promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Taxing Authority which relate to the Business, and providing copies of all relevant Tax Returns to the extent related to the Business, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Taxing Authority and records concerning the ownership and Tax basis of property, which the requested Party may possess and which are reasonably necessary to assist the requesting Party in the preparation of a Tax Return or to resolve a Tax controversy. The Buyer and the Parent and their respective Affiliates shall make their respective employees and facilities available on a mutually convenient basis to explain any documents or information provided hereunder.
Cooperation on Tax Matters; Tax Audits. (a) Buyer and PKI and their respective Affiliates shall cooperate in the preparation of all Tax Returns for any Tax periods for which any such party could reasonably require the assistance of another such party in obtaining any necessary information. Such cooperation shall include, but not be limited to, furnishing prior years’ Tax Returns or return preparation packages to the extent related to the Business illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns, and furnishing such other information within such party’s possession requested by the party filing such Tax Returns as is relevant to their preparation. Such cooperation and information also shall include provision of powers of attorney for the purpose of signing Tax Returns and defending audits and promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any applicable governmental authority responsible for the imposition of Taxes (the “Taxing Authority”) which relate to the Business, and providing copies of all relevant Tax Returns to the extent related to the Business, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Taxing Authority and records concerning the ownership and Tax basis of property, which the requested party may possess. Buyer and PKI and their respective Affiliates shall make their respective employees and facilities available on a mutually convenient basis to explain any documents or information provided hereunder.
Cooperation on Tax Matters; Tax Audits. (a) The Buyer and the Company Equityholders and their respective Affiliates shall cooperate in the preparation of all Tax Returns and the conduct of all Tax audits or other administrative or judicial proceedings relating to the determination of any Tax for any Tax periods for which one Party could reasonably require the assistance of the other Party in obtaining any necessary information.
Cooperation on Tax Matters; Tax Audits. The Buyers and Xxxxxx and their respective Affiliates shall cooperate with each other in preparing all Tax Returns, prosecuting any claims for Tax refunds or petitions for relief, defending or contesting any Tax claims or assessments for any Tax periods or otherwise communicating or interacting with any applicable Governmental Entity responsible for, or acting with respect to, the imposition of Taxes (the “Taxing Authority”) for which any such party could, for any reason, require the assistance of another such party (each a “Tax Assistance Matter”). Such cooperation shall include, but not be limited to, furnishing and making available for duplication, prior years’ Tax Returns or return preparation packages, to the extent related to the Business illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns, and such other information within such party’s possession requested by the other party as is relevant to the Tax Assistance Matter. Such cooperation and information also shall include provision of powers of attorney to allow the other party to act with respect to the Tax Assistance Matter, promptly forwarding copies of applicable notices and forms or other communications received from or sent to any Taxing Authority which relate to the Business, and providing copies of all relevant Tax Returns to the extent related to the Business, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Taxing Authority and records concerning the ownership and Tax basis of property, which the requested party may possess. The Buyers and Xxxxxx and their respective Affiliates shall make their respective employees and facilities available on a mutually convenient basis to explain any documents or information provided hereunder. To the extent necessary in connection with any such Tax Assistance Matter, each Party shall provide to the other Party and such other Party’s Affiliates, authorized accountants, counsel and other designated representatives access (including using commercially reasonable efforts to give access to third parties possessing information and providing reasonable access to its own employees who are in possession of relevant information) and duplicating rights during normal business hours to all non-privileged records, books, contracts, instruments, documents, correspondence, computer data and other data and information (collecti...
Cooperation on Tax Matters; Tax Audits. (i) Acquiror and Seller shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns and any Tax Audit or other Action with respect to Taxes. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any Tax Audit or other Action with respect to Taxes and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Parties agree (A) to retain all books and records with respect to Tax matters pertinent to Company and its Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Acquiror or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Authority and (B) to give the other Party written notice at least ninety (90) days prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, Acquiror or Seller, as the case may be, shall allow the other Party to take possession of such books and records.
Cooperation on Tax Matters; Tax Audits. (a) Sellers shall be entitled to assume and control (including as to settlements) any Tax Audit relating to the Acquired Assets or the Business for any taxable period that ends on or prior to the Closing Date, and shall provide written notice to Buyer regarding whether it elects so to control any such Tax Audit no later than 30 days after receipt by Sellers of written notice of such Tax Audit; provided, however, if Sellers elect to control such Tax Audit, then Buyer shall be entitled to be reasonably informed of the status regarding any such Tax Audit.
Cooperation on Tax Matters; Tax Audits. (i) Acquiror and Sellers shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns; any, examination, inquiry, or Action by any Governmental Authority relating to Taxes (“Tax Audit”); and any covenants under this Agreement relating to Tax matters. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any Tax Audit and making employees available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. The Parties agree (A) to retain all books and records with respect to Tax matters pertinent to the Companies relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the other party, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Authority, and (B) to give the other Party written notice reasonably in advance of transferring, destroying or discarding any such books and records and, if the other Party so requests, Acquiror or Sellers, as the case may be, shall allow the other Party to take possession of such books and records at such party’s expense.
Cooperation on Tax Matters; Tax Audits. After the date of this Agreement, the Parties shall (i) reasonably cooperate in (A) preparing any Tax Returns of Westfield LLC or Westfield Partners, (B) preparing for any Tax audit, examination, or other administrative or court proceeding regarding Taxes with respect to Westfield LLC or any Westfield Partners and (C) defending any Tax position taken by Westfield LLC or Westfield Partners; (ii) make available to the other Parties and to any applicable governmental authority responsible for the administration of any Taxes (a “Taxing Authority”) as reasonably requested all information and documents relating to Taxes of Westfield LLC or Westfield Partners; (iii) provide timely notice to the other Parties in writing of any pending or threatened Tax audits, assessments or litigation with respect to Westfield LLC or Westfield Partners; and (iv) furnish the other Parties with copies of all correspondence received from any Taxing Authority in connection with any Tax audit or information request.
Cooperation on Tax Matters; Tax Audits. The Buyer and the Seller and their respective Affiliates shall cooperate in the preparation of all Tax Returns for any taxable periods for which one Party could reasonably require the assistance of the other Party in obtaining any necessary information (including the provision of applicable Tax books and records relating exclusively to the Business or reasonably redacted so as to relate exclusively to the Business). The Seller shall have the right to control any Tax audit, initiate any claim for refund, and contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes for any taxable period ending on or before the Closing Date with respect to the Business.
Cooperation on Tax Matters; Tax Audits. (a) Buyer and Seller and their respective Affiliates shall cooperate in the preparation of all Tax Returns for any Tax periods for which any such party could reasonably require the assistance of another such party in obtaining any necessary information. Such cooperation shall include, but not be limited to, furnishing prior years’ Tax Returns or return preparation packages to the extent related to the Company illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns, and furnishing such other information within such party’s possession requested by the party filing such Tax Returns as is relevant to their preparation. Such cooperation shall include promptly forwarding, within 15 calendar days of receipt or sending, copies of notices and forms or other communications received from or sent to any Taxing Authority which relate to the Company, and providing copies of any relevant Tax Returns to the extent related to the Company, together with accompanying schedules and related work papers, documents relating to rulings or other determinations by any Taxing Authority, which are reasonably requested. Buyer and Seller and their respective Affiliates shall make their respective employees and facilities available on a mutually convenient basis to explain any documents or information provided hereunder.
