Cooperation on Taxes. Buyer and Company, on the one hand, and Seller, on the other hand, will cooperate in good faith for the purpose of maximizing the value of any tax loss carryforward amounts that could be available to Buyer or Company after the Closing. Neither party will knowingly take any actions that adversely affect the tax consequences of the other without the other party’s consent.
Cooperation on Taxes. Each Party shall promptly furnish to the other Parties such information pertaining to interests conveyed hereunder or the transactions contemplated by this Agreement, as may reasonably be requested by any other Party with respect to Tax matters of such other Party or Affiliate of such other Party, including by providing access to relevant books and records and making employees available to provide additional information and explanation of any materials provided hereunder, but in each case only to the extent that such Party may do so without violating applicable Laws or any obligations to any third Person and to the extent that such Party has access to such information and has authority to furnish such information under any restrictions binding on such Party. The Parties shall further reasonably cooperate, and cause their Affiliates to reasonably cooperate, with each other in connection with the preparation of any Tax Returns.
Cooperation on Taxes. The Seller and the Buyer shall cooperate with each other by executing or causing to be executed any required documents and by making available to the other, all books and records relating to the Acquired Assets or the Business (including work papers, records and notes of any kind) at all reasonable times, for the purpose of allowing the appropriate party to complete its Tax Returns, respond to defend or prosecute any Tax Proceeding, make any determination required under this Agreement (including, but not limited to, determinations as to which period any asserted Tax liability is attributable) and verify issues.
Cooperation on Taxes. After the Closing, each of Purchaser and Seller will, at the sole cost and expense of the requesting party as to out-of-pocket expenses, provide the other parties with such assistance as may be reasonably requested by any of them in connection with the preparation of any Tax Returns and related statements, any audit or examination by any taxing authority, or any judicial or administrative proceeding relating to liability for Taxes and each will retain and provide any of the other parties with any records or information that may be relevant to any such Tax Returns and statements, audit, examination, proceeding or claim.
Cooperation on Taxes. Each party hereto shall provide to the respective other party hereto such cooperation and information as any of them reasonably may request in filing any Tax return, mandatory Tax return or claim for refund or for the preparation of any audit, litigation or other proceeding with respect to the Business. Such cooperation and information shall include providing copies of all relevant portions of relevant Tax returns and relevant records and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each party will retain all Tax returns and all material records and other documents relating to Tax matters of the Subsidiaries or any permanent establishment or branch or operational office of any Subsidiary, during the Access Period. Thereafter, the party holding such Tax returns or other documents may dispose of them, provided that such party shall notify the other party prior to disposing of them and, upon request made within sixty (60) days after receipt of such notice, shall deliver such Tax returns and other documents to the other party at the other party’s expense.
Cooperation on Taxes. 23 7.6 Employees.................................................23 7.7 Consents; Releases........................................25 7.8 [Intentionally Omitted.]..................................25 7.9 Exclusivity...............................................25 7.10 Prior Acts Insurance......................................25 7.11 Equipment, Intellectual Property and Other Assets. ......25 7.12
Cooperation on Taxes. Each of the Shareholders, the Seller and the Buyer Group shall cooperate with each other by executing or causing to be executed any reasonably required documents and by making available to the other all relevant books and records relating to the Seller at all reasonable times, for the purpose of allowing the appropriate party, at its expense, to complete its Tax Returns, respond to, defend or prosecute any Tax Proceeding and to make any determination required under this agreement.
Cooperation on Taxes. Company and Parent agree to cooperate with each other in order to make proper tax filings by executing or causing to be executed any required documents and by making available to the other, all books and records relating to the assets or the Business (including work papers, records and notes of any kind) at all reasonable times, for the purpose of allowing the appropriate party to complete any tax return, respond to any audits, make any determination required under this Agreement (including, but not limited to, determinations as to which period any asserted tax liability is attributable), verify any issue and negotiate any settlement with tax authority or defend or prosecute any tax claim.
Cooperation on Taxes. RTM, Holdco and the Sellers will, in good faith, 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 conducting any audit or any other proceeding in respect of taxes. Each party shall use its reasonable best efforts to make its employees and agents (including attorneys, accountants and other professionals) available to the other on a mutually convenient basis to provide explanations of any documents or information provided hereunder. RTM, Holdco and the Sellers will provide such cooperation and assistance at their own expense, provided however, that all out-of-pocket fees and expenses, including fees and expenses of outside accountants and lawyers, shall be paid by the party requesting such cooperation and assistance. RTM and Holdco will retain any material records or other documents that they obtain pursuant to this Agreement or any of the Transaction Documents which relate to tax matters of Sellers for taxable periods through the Closing Date until six months after the expiration of the statute of limitations (including any extensions) applicable to such returns and other documents. Any information pertaining to Sellers' taxes shall be kept confidential by RTM and Holdco. Upon the expiration of any statute of limitations (including any extensions), with respect to a taxable period, RTM and Holdco shall offer to provide to the Sellers all records with respect to such period before destroying such records.
Cooperation on Taxes. Employee agrees, if requested, to cooperate with the Company regarding any federal, state or local tax issues arising out of Employee's employment or this Agreement.
