COOPERATION REGARDING TAX FILINGS. Gold Xxxx and Southern States shall reasonably cooperate, and shall use reasonable efforts to cause their respective affiliates, officers, employees, agents, auditors and Representatives reasonably to cooperate, in preparing and filing all tax returns, including, but not limited to, maintaining and making available to each other all records necessary in connection with taxes and in resolving all disputes and audits with respect to all taxable periods relating to taxes. "Representatives" means, with respect to any person, the officers, employees, counsel, accountants, financial advisers, consultants, agents, auditors and other representatives of such person.
COOPERATION REGARDING TAX FILINGS. After the Closing, the Purchaser, the Companies and the Sellers shall act in good faith and cooperate with one another for the purpose of filing all Tax Returns and reports to be filed by any of them.
COOPERATION REGARDING TAX FILINGS. SECTION 338(h)
COOPERATION REGARDING TAX FILINGS. Section 338(h)(10).
(a) After the Closing, the Purchasers and the Sellers shall act in good faith and cooperate with one another for the
COOPERATION REGARDING TAX FILINGS. SECTION 338(h)(10).
(a) After the Closing, the Purchasers and the Sellers shall act in good faith and cooperate with one another for the purpose of filing all Tax Returns and reports required to be filed by any of them. Parent shall join Purchaser A in a timely election pursuant to Section 338(h)(10) of the Code (and under any comparable provision of any state or local law) with respect to the CT Shares (the "338(h)(10) Election"). The parties hereto recognize that the 338(h)
COOPERATION REGARDING TAX FILINGS. SECTION 338 ELECTION, ETC. ------------------------------------------------------------
(a) The Purchaser, each Company and the Seller shall act in good faith and cooperate with one another for the purpose of filing all Tax Returns and reports required to be filed by any of them and in connection with the Purchaser's efforts regarding an initial public offering of its Common Stock.
(b) The Seller and the Purchaser agree to jointly make, or cause to be made, in an appropriate and timely manner the elections provided for by Section 338(h)(10) of the Code (and, to the extent necessary to allow for an election under Section 338(h)(10) of the Code, the elections provided for by Section 338(g) of the Code) and any corresponding election under state, local, or foreign law (collectively, "SECTION 338 ELECTIONS") with respect to the purchase --------------------- of the Shares.
(i) The Seller and the Purchaser shall cooperate with each other to take all actions necessary or appropriate to effect and preserve timely Section 338 Elections, including, but not limited to, preparing the IRS Form 8023-A (Corporate Qualified Stock Purchase Agreement) and any related and comparable forms for state, local, or foreign law (collectively, "SECTION 338 ELECTION FORMS"). ---------------------------
(ii) As reasonably requested form time to time by the Purchaser (whether before, at, or after the Closing), the Seller shall assist the Purchaser in, and shall provide the necessary information to the Purchaser, in connection with the preparation of any Section 338 Election Form. The Seller also agrees on or before the Closing to cause each Section 338 Election Form reasonably requested by the Purchaser to be duly executed by the Seller or any Affiliate of the Seller, as appropriate, and delivered to the Purchaser at the Closing. If the Purchaser reasonably determines that a change is required to any Section 338 Election Form previously executed by the Seller or an Affiliate of the Seller, the Purchaser may prepare a new Section 338 Election Form and deliver it to the Seller and the Seller shall cause such form to be duly executed by the Seller or an Affiliate of the Seller, as appropriate, and promptly delivered to the Purchaser. Anything contained in this SECTION 8(B) to the contrary notwithstanding, ------------ the Seller shall have the right to approve all Section 338 Election Forms prior to filing, such approval not to be unreasonably withheld or delayed.
(iii) The Purchaser sha...
COOPERATION REGARDING TAX FILINGS. Section 338(h)(10).
(a) After the Closing, the Purchaser and the Stockholder shall act in good faith and cooperate with one another for the purpose of filing all Tax Returns and reports required to be filed by any of them. The Stockholder shall join Purchaser in a timely election pursuant to Section 338(h)(10) of the Code (and under any comparable provision of any state or local law) (the "338(h)(10) Election") with respect to the Shares and each target affiliate, as such term is defined in Section 338(h)(6) of the Code, of the Company ("Target Affiliate"). The parties hereto recognize that the 338(h)(10) Election will result in the purchase of the Shares hereunder being treated as a sale of assets by the Company and each Target Affiliate for Federal income Tax purposes and for applicable state and local Tax purposes and that any Tax liability arising with respect to the
COOPERATION REGARDING TAX FILINGS. After the Closing, Parent, the Company and the Sellers' Representative (on behalf of the Indemnifying Sellers) shall act in good faith and cooperate with one another for the purpose of filing all Tax Returns and reports required to be filed by any of them.
COOPERATION REGARDING TAX FILINGS. SECTION 338(h)(10).
(a) After the Closing, the Purchaser and the Stockholder shall act in good faith and cooperate with one another for the purpose of filing all Tax Returns and reports required to be filed by any of them. The Stockholder shall join Purchaser in a timely election pursuant to Section 338(h)(10) of the Code (and under any comparable provision of any state or local law) (the "338(h)(10) ELECTION") with respect to the Shares and each target affiliate, as such term is defined in Section 338(h)(6) of the Code, of the Company ("TARGET AFFILIATE"). The parties hereto recognize that the 338(h)
COOPERATION REGARDING TAX FILINGS. After the Closing, Parent, the Company and the Seller shall act in good faith and cooperate with one another for the purpose of filing all Tax Returns and reports required to be filed by any of them. Each party shall report the Merger for federal income tax purposes as a sale of stock by the Seller.
