Common use of Cooperation Regarding Tax Matters Clause in Contracts

Cooperation Regarding Tax Matters. (a) Seller and Buyer agree to cooperate, and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives to cooperate, and to furnish or cause to be furnished to the other, upon request, as promptly as practicable, such information (including access to books and records) and assistance relating to the Business, Purchased Assets and Assumed Obligations as is reasonably necessary for the filing of any Tax Return, the preparation for any Tax audit, the prosecution or defense of any claim, suit or proceeding relating to any proposed Tax adjustment involving the Business. Buyer and Seller shall keep all such information and documents received by them confidential unless otherwise required by Law. (b) Buyer and Seller will retain or cause to be retained all books and records related to the Purchased Assets (including the Documents) until the applicable period for assessment of Taxes under applicable Law (giving effect to any and all extensions or waivers) has expired, and such additional period as necessary for any administrative or judicial proceedings relating to any proposed assessment, and to abide by all record retention agreements entered into with any Taxing authority. Seller and Buyer agree to give the other reasonable notice prior to transferring, discarding or destroying any such books and records relating to Tax matters. (c) Buyer and Seller will cooperate with each other in the conduct of any audit or other proceedings relating to Taxes related to the Purchased Assets or the Business and they shall each execute and deliver such powers of attorney and other documents as are reasonably necessary to carry out the intent of this Agreement. (d) In the event that Seller shall on or after the Closing Date take any position in any Tax Return, or reach any settlement or agreement on audit, which is in any manner inconsistent with any position taken by Seller in any filing, settlement or agreement made by Seller on or prior to the Closing Date and such inconsistent position (i) requires the payment by Buyer of, more Tax than would have been required to be paid had such position not been taken or such settlement or agreement not been reached, (ii) affects the determination of useful life, basis or method of depreciation, amortization or accounting of any of the Purchased Assets, Assumed Obligations or any of the properties, assets or rights of Buyer or (iii) accelerates the time at which any Tax must be paid by Buyer, Seller shall provide timely and reasonable notice to Buyer of such position.

Cooperation Regarding Tax Matters. (a) Seller The Sellers, the Purchaser and Buyer agree the Acquired Entities shall cooperate fully with each other (and following the Closing Date, the Purchaser shall cause the Acquired Entities to cooperatecooperate fully with the Sellers) and shall make available to each other in a timely fashion such data and other information as may reasonably be required for the preparation and filing of all Tax Returns and in order to contest any audit, assessment or reassessment of Taxes or to pursue any objection or appeal, and shall cause their respective Affiliates, officers, employees, agents, auditors preserve such data and representatives to cooperate, and to furnish or cause to be furnished other information until the expiry of any applicable limitation period under applicable Laws with respect to the other, upon request, as promptly as practicable, periods covered by such information (including access to books and records) and assistance relating to the Business, Purchased Assets and Assumed Obligations as is reasonably necessary for the filing of any Tax Return, the preparation for any Tax audit, the prosecution or defense of any claim, suit or proceeding relating to any proposed Tax adjustment involving the Business. Buyer and Seller shall keep all such information and documents received by them confidential unless otherwise required by LawReturns. (b) Buyer If it is determined that the Corporation or any of its predecessors has made an “excessive eligible dividend designation” (as defined in subsection 89(1) of the Tax Act (and Seller will retain any equivalent provision of applicable provincial Law)), at the request of the Purchaser, the Sellers shall concur (or cause the recipient(s) of the relevant dividend to be retained all books concur) in the making of an election under subsection 185.1(2) of the Tax Act (and records related to any equivalent provision of applicable provincial Law) in respect of the Purchased Assets (including the Documents) until the applicable period for assessment of Taxes under applicable Law (giving effect to any and all extensions or waivers) has expiredfull amount thereof, and such additional period as necessary for election shall be made by the Corporation in the manner and within the time prescribed by subsections 185.1(2) and 185.1(3) of the Tax Act (and any administrative or judicial proceedings relating to any proposed assessment, and to abide by all record retention agreements entered into with any Taxing authority. Seller and Buyer agree to give the other reasonable notice prior to transferring, discarding or destroying any such books and records relating to Tax mattersequivalent provision of applicable provincial law). (c) Buyer If it is determined that the Corporation or any of its predecessors has made an election under subsection 83(2) of the Tax Act (and Seller will cooperate with each other any equivalent provision of applicable provincial Law) in respect of any dividend paid or payable by it on shares of any class of its capital stock and the full amount of such dividend exceeded the amount of the Corporation’s “capital dividend account” (as defined in the conduct Tax Act and (any equivalent provision of applicable provincial Law)) immediately before the dividend became payable, at the request of the Purchaser, the Sellers shall concur (or cause the recipient(s) of the relevant dividend to concur) in the making of an election under subsection 184(3) of the Tax Act (and any audit or other proceedings relating to Taxes related to the Purchased Assets or the Business and they shall each execute and deliver equivalent provision of applicable provincial law) in respect of such powers of attorney and other documents as are reasonably necessary to carry out the intent of this Agreementdividend. (d) In The Purchaser covenants that, unless required by applicable Laws or permitted or required by Sections 6.14(b) or 6.14(c), it will not, nor will it cause or permit the event that Seller shall on Acquired Entities to, without the prior written consent of the Sellers (which consent may not be unreasonably withheld or after the Closing Date take any position in any Tax Returndelayed), or reach any settlement or agreement on audit, which is in any manner inconsistent with any position taken by Seller in any filing, settlement or agreement made by Seller on or prior to the Closing Date and such inconsistent position (i) requires make any election or deemed election or change any election that has retroactive effect to any Pre-Closing Tax Period that may result in any increased Tax liability for any of the payment by Buyer ofSellers or any indemnity claim against any of the Sellers under this Agreement, more Tax than would have been required to be paid had such position not been taken or such settlement or agreement not been reached, (ii) affects the determination of useful life, basis or method of depreciation, amortization or accounting of amend any Tax Return relating to a Pre-Closing Tax Period that may result in any increased Tax liability for any of the Purchased Assets, Assumed Obligations Sellers or any indemnity claim against any of the properties, assets or rights of Buyer or (iii) accelerates the time at which any Tax must be paid by Buyer, Seller shall provide timely and reasonable notice to Buyer of such positionSellers under this Agreement.

Cooperation Regarding Tax Matters. (a) Seller The Sellers, the Principals, the Trusts, the Purchaser and Buyer agree the Acquired Entities shall cooperate fully with each other (and following the Closing Date, Purchaser shall cause the Acquired Entities to cooperatecooperate fully with Sellers) and shall make available to each other in a timely fashion such data and other information as may reasonably be required for the preparation and filing of all Tax Returns and in order to contest any audit, assessment or reassessment of Taxes or to pursue any objection or appeal, and shall cause their respective Affiliates, officers, employees, agents, auditors preserve such data and representatives to cooperate, and to furnish or cause to be furnished other information until the expiry of any applicable limitation period under applicable Laws with respect to the other, upon request, as promptly as practicable, periods covered by such information (including access to books and records) and assistance relating to the Business, Purchased Assets and Assumed Obligations as is reasonably necessary for the filing of any Tax Return, the preparation for any Tax audit, the prosecution or defense of any claim, suit or proceeding relating to any proposed Tax adjustment involving the Business. Buyer and Seller shall keep all such information and documents received by them confidential unless otherwise required by LawReturns. (b) Buyer If it is determined that any Acquired Entity has made an “excessive eligible dividend designation” (as defined in subsection 89(1) of the Tax Act (and Seller will retain any equivalent provision of applicable provincial Law)), at the request of the Purchaser, the Sellers, the Principals and the Trusts shall concur (or cause the recipient(s) of the relevant dividend to be retained all books concur), and records related to hereby concurs in advance, in the Purchased Assets making of an election under subsection 185.1(2) of the Tax Act (including and any equivalent provision of applicable provincial Law) in respect of the Documents) until the applicable period for assessment of Taxes under applicable Law (giving effect to any and all extensions or waivers) has expiredfull amount thereof, and such additional period as necessary for election shall be made by the applicable Acquired Entity in the manner and within the time prescribed by the Tax Act (and any administrative or judicial proceedings relating to any proposed assessment, and to abide by all record retention agreements entered into with any Taxing authority. Seller and Buyer agree to give the other reasonable notice prior to transferring, discarding or destroying any such books and records relating to Tax mattersequivalent provision of applicable provincial law). (c) Buyer If it is determined that any Acquired Entity has made an election under subsection 83(2) of the Tax Act (and Seller will cooperate with each other any equivalent provision of applicable provincial Law) in respect of any dividend paid or payable by it on shares of any class of its capital stock and the full amount of such dividend exceeded the amount of the Acquired Entity’s “capital dividend account” (as defined in the conduct Tax Act and (any equivalent provision of applicable provincial Law)) immediately before the dividend became payable, at the request of the Purchaser, the Sellers, the Principals and the Trusts shall concur (or cause the recipient(s) of the relevant dividend to concur), and hereby concur in advance, in the making of an election under subsection 184(3) of the Tax Act (and any audit or other proceedings relating to Taxes related to the Purchased Assets or the Business equivalent provision of applicable provincial law) in respect of such dividend, and they such election shall each execute and deliver such powers of attorney and other documents as are reasonably necessary to carry out the intent of this Agreement. (d) In the event that Seller shall on or after the Closing Date take any position in any Tax Return, or reach any settlement or agreement on audit, which is in any manner inconsistent with any position taken by Seller in any filing, settlement or agreement be made by Seller on or prior to the Closing Date applicable Acquired Entity in the manner and such inconsistent position (i) requires the payment by Buyer of, more Tax than would have been required to be paid had such position not been taken or such settlement or agreement not been reached, (ii) affects the determination of useful life, basis or method of depreciation, amortization or accounting of any of the Purchased Assets, Assumed Obligations or any of the properties, assets or rights of Buyer or (iii) accelerates within the time at which prescribed by the Tax Act (and any Tax must be paid by Buyer, Seller shall provide timely and reasonable notice to Buyer equivalent provision of such positionapplicable provincial law).

Cooperation Regarding Tax Matters. (a) The Purchaser and the Seller and Buyer agree to cooperateshall, and shall cause their respective AffiliatesSubsidiaries and Affiliates to, officers, employees, agents, auditors cooperate with respect to Tax matters and representatives to cooperate, and to furnish or cause to be furnished the Seller shall timely provide to the otherPurchaser, upon at the Purchaser’s request, as promptly as practicable, such all information (including access to books and records) and assistance relating necessary to the BusinessPurchaser in filing any Tax Returns of the Company or any of the Company Subsidiaries with respect to Post-Closing Taxes or in defending any claim by a Tax Authority for any Taxes for any taxable period. 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 such audit, Purchased Assets litigation or other Proceeding and Assumed Obligations as is reasonably necessary for the filing making employees available on a mutually convenient basis to provide additional information and explanation of any Tax Returnmaterial provided hereunder. The Company, the preparation for any Tax auditCompany Subsidiaries, the prosecution or defense of any claim, suit or proceeding relating Purchaser and the Seller agree: (i) to any proposed Tax adjustment involving the Business. Buyer and Seller shall keep all such information and documents received by them confidential unless otherwise required by Law. (b) Buyer and Seller will retain or cause to be retained all books and records related with respect to Tax matters pertinent to the Purchased Assets (including Company and the Documents) until the applicable period for assessment of Taxes under applicable Law (giving effect to any and all extensions or waivers) has expired, and such additional period as necessary for any administrative or judicial proceedings Company Subsidiaries relating to any proposed assessmenttaxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Seller or the Purchaser, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Taxing authority. Seller Authority, and Buyer agree (ii) to give the other party reasonable written notice prior to transferring, destroying or discarding or destroying any such books and records relating and, if the other party so requests, the Company, the Company Subsidiaries, the Purchaser or the Seller, as the case may be, shall allow the other party to Tax matterstake possession of such books and records. (cb) Buyer The Purchaser and the Seller will cooperate with each other in shall, upon the conduct reasonable request of either of them, use their respective commercially reasonable efforts to obtain any audit certificate or other proceedings relating document from any Tax Authority or any other Person as may be necessary to Taxes related mitigate, reduce or eliminate any Tax that would reasonably be expected to be imposed, including with respect to the Purchased Assets or the Business and they shall each execute and deliver such powers of attorney and other documents as are reasonably necessary to carry out the intent of this AgreementTransactions. (d) In the event that Seller shall on or after the Closing Date take any position in any Tax Return, or reach any settlement or agreement on audit, which is in any manner inconsistent with any position taken by Seller in any filing, settlement or agreement made by Seller on or prior to the Closing Date and such inconsistent position (i) requires the payment by Buyer of, more Tax than would have been required to be paid had such position not been taken or such settlement or agreement not been reached, (ii) affects the determination of useful life, basis or method of depreciation, amortization or accounting of any of the Purchased Assets, Assumed Obligations or any of the properties, assets or rights of Buyer or (iii) accelerates the time at which any Tax must be paid by Buyer, Seller shall provide timely and reasonable notice to Buyer of such position.