Common use of Cooperation on Tax Matters Clause in Contracts

Cooperation on Tax Matters. Purchaser and Seller shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the Purchased Assets and the Assumed Liabilities as is reasonably necessary for the preparation and filing of any Tax Return, claim for refund or other filings relating to Tax matters, for the preparation for any Tax audit, for the preparation for any Tax protest, for the prosecution or defense of any suit or other proceeding relating to Tax matters.

Appears in 6 contracts

Samples: Asset Purchase Agreement (Interface Security Systems, L.L.C.), Asset Purchase Agreement (Interface Security Systems Holdings Inc), Asset Purchase Agreement (Goodman Networks Inc)

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Cooperation on Tax Matters. Purchaser Buyer and Seller Sellers shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the Purchased Subject Assets and the Assumed Liabilities as is reasonably necessary for the preparation and filing of any Tax Return, claim for refund or other required or optional filings relating to Tax matters, for the preparation for any Tax audit, for the preparation for any Tax protest, for the prosecution or defense of any suit or other proceeding relating to Tax matters.

Appears in 5 contracts

Samples: Asset Purchase Agreement (Cal Dive International Inc), Asset Purchase Agreement (Cal Dive International Inc), Asset Purchase Agreement (Cal Dive International Inc)

Cooperation on Tax Matters. The Purchaser and Seller the Sellers shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the Purchased Assets and assets of the Assumed Liabilities Company as is reasonably necessary for the preparation and filing of any Tax Return, claim for refund or other required or optional filings relating to Tax matters, for the preparation for any Tax audit, for the preparation for any Tax protest, for the prosecution or defense of any suit or other proceeding relating to Tax matters.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Apollo Medical Holdings, Inc.), Stock Purchase Agreement (Apollo Medical Holdings, Inc.), Membership Interest Purchase Agreement (Apollo Medical Holdings, Inc.)

Cooperation on Tax Matters. Purchaser (a) Purchase and Seller Sellers shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the Purchased Assets and the Assumed Liabilities as is reasonably necessary for the preparation and filing of any Tax Returntax returns, claim claims for refund refunds, or other required or optional filings relating related to Tax tax matters, for the preparation for of any Tax tax audit, for the preparation for any Tax tax protest, and for the prosecution or defense of any suit or other proceeding relating to Tax tax matters.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Proxim Corp), Asset Purchase Agreement (Proxim Corp), Asset Purchase Agreement (Ydi Wireless Inc)

Cooperation on Tax Matters. Purchaser Buyer and Seller Sellers shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the Purchased Transferred Assets and the Assumed Liabilities as is reasonably necessary for the preparation and filing of any Tax Return, claim for refund or other filings relating to Tax matters, for the preparation for any Tax audit, for the preparation for any Tax protest, for the prosecution or defense of any suit or other proceeding relating to Tax matters.

Appears in 2 contracts

Samples: Asset Transfer Agreement (Vanda Pharmaceuticals Inc.), Asset Transfer Agreement (Vanda Pharmaceuticals Inc.)

Cooperation on Tax Matters. Purchaser (i) Buyer and Seller shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the Purchased Assets and the Assumed Liabilities Transferred Interests as is reasonably necessary for the preparation and filing of any Tax Return, claim for refund or other required or optional filings relating to Tax matters, for the preparation for any Tax audit, for the preparation for any Tax protest, for the prosecution or defense of any suit or other proceeding relating to Tax matters.

Appears in 2 contracts

Samples: Equity Purchase Agreement, Equity Purchase Agreement (Fuel Systems Solutions, Inc.)

Cooperation on Tax Matters. Purchaser and Seller each of the Sellers shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the Purchased Assets and Acquired Assets, the Assumed Liabilities or the Mortgage Business as is reasonably necessary for the preparation and filing of any Tax Return, claim for refund or other filings relating to Tax matters, for the preparation for any Tax audit, for the preparation for any Tax protest, for the prosecution or defense of any suit or other proceeding or matter relating to Tax mattersTax.

Appears in 2 contracts

Samples: Asset Put Agreement (Leucadia National Corp), Asset Put Agreement (Leucadia National Corp)

Cooperation on Tax Matters. The Purchaser and the Seller shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the Purchased Assets and assets of the Assumed Liabilities Company as is reasonably necessary for the preparation and filing of any Tax Return, claim for refund or other required or optional filings relating to Tax matters, for the preparation for any Tax audit, for the preparation for any Tax protest, for the prosecution or defense of any suit or other proceeding relating to Tax matters.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Apollo Medical Holdings, Inc.), Stock Purchase Agreement (Apollo Medical Holdings, Inc.)

Cooperation on Tax Matters. Purchaser Buyer and Seller shall agree to furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the Purchased Assets and the Assumed Liabilities Acquired Business as is reasonably necessary for the preparation and filing of any Tax Returnreturn, claim for refund or other required or optional filings relating to Tax tax matters, for the preparation for and proof of facts during any Tax tax audit, for the preparation for of any Tax protesttax protect, for the prosecution or defense of any suit or other proceeding relating to Tax tax matters and for the answer to any governmental or regulatory inquiry relating to tax matters.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Zila Inc), Asset Purchase Agreement (Zila Inc)

Cooperation on Tax Matters. (a) Purchaser and Seller Sellers shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the Purchased Assets and the Assumed Liabilities as is reasonably necessary for the preparation and filing of any Tax Return, claim for refund or other required or optional filings relating to Tax matters, for the preparation for any Tax audit, for the preparation for any Tax protest, or for the prosecution or defense of any suit or other proceeding relating to Tax matters.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Aaipharma Inc), Asset Purchase Agreement (Xanodyne Pharmaceuticals Inc)

Cooperation on Tax Matters. Purchaser Purchaser, Parent and Seller shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the Purchased Assets and the Assumed Liabilities as is reasonably necessary for the preparation and filing of any Tax Return, claim for refund or other filings relating to Tax matters, for the preparation for any Tax audit, for the preparation for any Tax protest, for the prosecution or defense of any suit or other proceeding relating to Tax matters.

Appears in 1 contract

Samples: Asset Purchase Agreement (Core-Mark Holding Company, Inc.)

Cooperation on Tax Matters. Purchaser Purchaser, the Owners and Seller Sellers shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the Purchased Assets and the Assumed Liabilities as is reasonably necessary for the preparation and filing of any Tax Return, claim for refund or other filings relating to Tax matters, for the preparation for any Tax audit, for the preparation for any Tax protest, for the prosecution or defense of any suit or other proceeding relating to Tax matters.

Appears in 1 contract

Samples: Asset Purchase Agreement (DXP Enterprises Inc)

Cooperation on Tax Matters. Purchaser and Seller the Company shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the Purchased Assets and the Assumed Liabilities as is reasonably necessary for the preparation and filing of any Tax Return, claim for refund or other required or optional filings relating to Tax matters, for the preparation for any Tax audit, for the preparation for any Tax protest, for the prosecution or defense of any suit or other proceeding relating to Tax matters.

Appears in 1 contract

Samples: Asset Purchase Agreement (Station Casinos LLC)

Cooperation on Tax Matters. (a) Purchaser and Seller shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the Purchased Assets and the Assumed Liabilities as is reasonably necessary for the preparation and filing of any Tax Return, claim for refund or other required filings relating to Tax matters, for the preparation for any Tax audit, for the preparation for any Tax protest, for the prosecution or defense of any suit or other proceeding relating to Tax matters.

Appears in 1 contract

Samples: Asset Purchase Agreement (Verint Systems Inc)

Cooperation on Tax Matters. Purchaser The Buyer and the Seller shall agree to furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the Purchased Assets and the Assumed Liabilities Business as is reasonably necessary for the preparation and filing of any Tax Return, claim for refund or other required or optional filings relating to Tax tax matters, for the preparation for and proof of facts during any Tax tax audit, for the preparation for any Tax tax protest, for the prosecution or defense of any suit or other proceeding relating to Tax tax matters and for the answer to any governmental or regulatory inquiry relating to tax matters.

Appears in 1 contract

Samples: Asset Purchase Agreement (P&f Industries Inc)

Cooperation on Tax Matters. (a) Purchaser and Seller shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to BPP Stock or the Purchased Transferred Assets and the Assumed Liabilities as is reasonably necessary for the preparation and filing of any Tax Return, claim for refund or other required or optional filings relating to Tax matters, for the preparation for any Tax audit, for the preparation for any Tax protest, for the prosecution or defense of any suit or other proceeding relating to Tax matters.

Appears in 1 contract

Samples: Asset and Stock Purchase Agreement (Georgia Pacific Corp)

Cooperation on Tax Matters. Purchaser Buyer and Seller Sellers shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the Purchased Subject Assets and the Assumed Liabilities as is reasonably necessary for the preparation and filing of any Tax Return, claim for refund or other required or optional filings relating to Tax matters, for the preparation for any Tax audit, for the preparation for any Tax protest, for the prosecution or defense of any suit or other proceeding relating to Tax matters.

Appears in 1 contract

Samples: Asset Purchase Agreement (Torch Offshore Inc)

Cooperation on Tax Matters. Purchaser and the Seller shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the Purchased Assets and the Assumed Liabilities as is reasonably necessary for the preparation and filing of any Tax Return, claim for refund or other filings relating to Tax matters, for the preparation for any Tax audit, for the preparation for any Tax protest, for the prosecution or defense of any suit or other proceeding relating to Tax matters.

Appears in 1 contract

Samples: Asset Purchase Agreement (Lighting Science Group Corp)

Cooperation on Tax Matters. Purchaser and Seller shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the Purchased Assets Company and the Assumed Liabilities other Group Companies as is reasonably necessary for the preparation and filing of any Tax Return, claim for refund or other filings relating to Tax matters, for the preparation for any Tax audit, for the preparation for any Tax protest, for the prosecution or defense of any suit or other proceeding relating to Tax matters.

Appears in 1 contract

Samples: LLC Membership Interest Purchase Agreement (Fushi International Inc)

Cooperation on Tax Matters. The Seller and the Purchaser and Seller shall will furnish or cause to be furnished to each other, each at its own expense, as promptly as practicable, such reasonable information and assistance assistance, and provide additional information and explanations of any material provided, relating to the Purchased Assets and the Assumed Liabilities as is reasonably necessary for the preparation and filing of any Tax Return, claim for refund or other filings relating to Tax mattersReturns, for the preparation for of any Tax audit, for the preparation for any Tax protest, for the prosecution or defense defence of any suit or other proceeding Claim relating to any adjustment or proposed adjustment with respect to Taxes and to obtain or benefit from any Tax mattersrefund, credit or exemption.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rayonier Advanced Materials Inc.)

Cooperation on Tax Matters. Purchaser Buyer and Seller shall will furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the Purchased Assets and the Assumed Liabilities as is reasonably necessary for the preparation and filing of any Tax Return, claim for refund or other filings relating to Tax matters, for the preparation for any Tax audit, for the preparation for any Tax protest, and for the prosecution or defense of any suit or other proceeding Legal Proceeding relating to Tax matters.

Appears in 1 contract

Samples: Asset Purchase Agreement (PMFG, Inc.)

Cooperation on Tax Matters. Purchaser and Seller shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the Purchased Assets and the Assumed Liabilities as is reasonably necessary for the preparation and filing of any Tax Return, claim for refund or other filings relating to Tax matters, for the preparation for any Tax audit, for the preparation for any Tax protest, and for the prosecution or defense of any suit or other proceeding relating to Tax matters.

Appears in 1 contract

Samples: Asset Purchase Agreement (New York Mortgage Trust Inc)

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Cooperation on Tax Matters. Purchaser Buyer and Seller Sellers shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the Purchased Assets and the Assumed Liabilities Business as is reasonably necessary for the preparation and filing of any Tax Return, claim for refund or other filings relating to Tax matters, for the preparation for any Tax audit, for the preparation for any Tax protest, for the prosecution or defense of any suit or other proceeding relating to Tax matters.

Appears in 1 contract

Samples: Asset Purchase Agreement (Staffing 360 Solutions, Inc.)

Cooperation on Tax Matters. Purchaser and Seller Sellers shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the Purchased Assets and the Assumed Liabilities as is reasonably necessary for the preparation and filing of any Tax Return, claim for refund or other required or optional filings relating to Tax matters, for the preparation for any Tax audit, for the preparation for any Tax protest, or for the prosecution or defense of any suit or other proceeding relating to Tax matters.

Appears in 1 contract

Samples: Bank Purchase and Assumption Agreement (Center Bancorp Inc)

Cooperation on Tax Matters. Purchaser and Seller shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the Purchased Assets and the Assumed Liabilities as is reasonably necessary for the preparation and filing of any Tax Return, claim for refund or other filings relating to Tax matters, for the preparation for any Tax audit, for the preparation for any audit or Tax protest, and for the prosecution or defense of any suit or other proceeding Legal Proceeding relating to Tax matters.

Appears in 1 contract

Samples: Asset Purchase Agreement (Kaiser Aluminum Corp)

Cooperation on Tax Matters. Purchaser and Seller Sellers shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the Purchased Assets and the Assumed Liabilities as is reasonably necessary for the preparation and filing of any Tax Return, claim for refund or other filings relating to Tax matters, for the preparation for any Tax audit, for the preparation for any Tax protest, protest or for the prosecution or defense of any suit or other proceeding Legal Proceeding relating to Tax matters.

Appears in 1 contract

Samples: Asset Purchase Agreement (Core-Mark Holding Company, Inc.)

Cooperation on Tax Matters. Purchaser and Seller shall agree to furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the Purchased Assets and the Assumed Liabilities Transaction as is reasonably necessary for the preparation and filing of any Tax Return, claim for refund or other required or optional filings relating to Tax matters, for the preparation for and proof of facts during any Tax audit, for the preparation for any Tax protest, for the prosecution or defense of any suit or other proceeding relating to Tax matters and for the answer to any governmental or regulatory inquiry relating to Tax matters.

Appears in 1 contract

Samples: Membership Interest Purchase and Sale Agreement (Kgen Power Corp)

Cooperation on Tax Matters. The Seller and the Purchaser and Seller shall furnish or cause to be furnished to each other, each at its own expense, as promptly as practicable, such reasonable information and assistance assistance, and provide additional information and explanations of any material provided, relating to the Purchased Assets and the Assumed Liabilities as is reasonably necessary for the preparation and filing of any Tax Return, claim for refund or other filings relating to Tax mattersReturns, for the preparation for of any Tax audit, for the preparation for any Tax protest, for the prosecution or defense defence of any suit or other proceeding Claim relating to any adjustment or proposed adjustment with respect to Taxes and to obtain or benefit from any Tax mattersrefund, credit or exemption.

Appears in 1 contract

Samples: Asset Purchase Agreement (Domtar CORP)

Cooperation on Tax Matters. Purchaser The Buyer and the Seller shall agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Purchased Transferred Assets (including access to books and the Assumed Liabilities records) as is reasonably necessary for the preparation and filing of all Returns, the making of any Tax Return, claim for refund or other filings election relating to Tax mattersTaxes, for the preparation for any Tax audit, for the preparation for audit by any Tax protest, for Authority and the prosecution or defense of any claims, suit or other proceeding relating to any Tax mattersand the payment of any amounts pursuant to Section 6.4 between the Buyer and the Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Marvell Technology Group LTD)

Cooperation on Tax Matters. The Purchaser and the Seller shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the Purchased Assets and the Assumed Liabilities as is reasonably necessary for the preparation and filing of any Tax Return, claim for refund or other required or optional filings relating to Tax matters, for the preparation for any Tax audit, for the preparation for any Tax protest, for the prosecution or defense of any suit or other proceeding relating to Tax matters.

Appears in 1 contract

Samples: Asset Purchase Agreement (Goodman Networks Inc)

Cooperation on Tax Matters. Purchaser Buyer and Seller Sellers shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the Purchased Assets and the Assumed Liabilities as is reasonably necessary for the preparation and filing of any Tax Return, claim for refund or other filings relating to Tax matters, for the preparation for any Tax audit, for the preparation for any Tax protest, for the prosecution or defense of any suit or other proceeding relating to Tax matters.

Appears in 1 contract

Samples: Purchase Agreement (American Skiing Co /Me)

Cooperation on Tax Matters. (a) Purchaser and Seller shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the Purchased Assets and the Assumed Liabilities as is reasonably necessary for the preparation and filing of any Tax Return, claim for refund or other required or optional filings relating to Tax matters, for the preparation for any Tax audit, for the preparation for any Tax protest, for the prosecution or defense of any suit or other proceeding relating to Tax matters.

Appears in 1 contract

Samples: Asset Purchase Agreement (Teraforce Technology Corp)

Cooperation on Tax Matters. Purchaser Buyer and Seller shall agree to furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the Purchased Assets and the Assumed Liabilities Business as is reasonably necessary for the preparation and filing of any Tax Returnreturn, claim for refund refund, or other required or optional filings relating to Tax tax matters, for the preparation for and proof of facts during any Tax tax audit, for the preparation for any Tax tax protest, for the prosecution or defense of any suit or other proceeding relating to Tax tax matters and for the answer to any governmental or regulatory inquiry relating to tax matters.

Appears in 1 contract

Samples: Asset Purchase and Software License Agreement (Wasatch Education Systems Corp /Ut/)

Cooperation on Tax Matters. Purchaser (i) Buyer and Seller shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the Purchased Assets and the Assumed Liabilities as is reasonably necessary for the preparation and filing of any Tax Return, claim for refund or other required or optional filings relating to Tax matters, for the preparation for any Tax audit, for the preparation for any Tax protest, for the prosecution or defense of any suit or other proceeding relating to Tax matters.

Appears in 1 contract

Samples: Asset Purchase and Assumption Agreement (Fuel Systems Solutions, Inc.)

Cooperation on Tax Matters. Purchaser and Seller Sellers shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the Purchased Assets, the Israeli Purchased Assets and the Assumed Liabilities as is reasonably necessary for the preparation and filing of any Tax Return, claim for refund or other filings relating to Tax matters, for the preparation for any Tax audit, for the preparation for any Tax protest, for the prosecution or defense of any suit or other proceeding relating to Tax matters.

Appears in 1 contract

Samples: Escrow Agreement (International Wire Group Inc)

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