Cooperation Regarding Taxes. After the Closing Date, Buyer and Seller shall cooperate with each other and with each other's agents, including accounting firms and legal counsel, in connection with matters relating to Taxes of Buyer, Seller and their affiliates including (i) the preparation and filing of any Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such information and documents shall be delivered without representation or warranty and shall include, without limitation, records, returns, schedules, documents, work papers or other relevant materials. Buyer and Seller shall also make available to each other, as reasonably requested and on a mutually convenient basis, personnel (including officers, directors, employees and agents of Buyer or Seller or their respective affiliates) to provide such assistance as might be reasonably required in connection of the matters set forth in (i), (ii), (iii) and (iv) above. Any information provided under this Section 5.10 shall be kept confidential by the party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any communications with a tax authority or any administrative or judicial proceedings relating to Taxes or any Tax Return. Buyer and Seller and their respective affiliates shall make available to each other for inspection and copying during normal business hours upon reasonable notice all Tax records in their possession to the extent reasonably required by the other party in connection with the preparation, review or audit of Tax Returns, Tax litigation and claims, and the resolution of items under this Agreement. All reasonable out-of-pocket costs and expenses incurred in connection with any of the foregoing actions shall be for the account of the party requesting such actions (subject to providing reasonable documentation of such out-of-pocket costs and expenses). The provisions of this Section 5.10 shall survive Closing for a period of one year after the Closing Date.
Cooperation Regarding Taxes. 24 5.10 Insurance........................................................25 5.11 Reasonable Best Efforts..........................................25 5.12 Access to Information Concerning Assets..........................25 5.13
Cooperation Regarding Taxes. The Company agrees to reasonably cooperate to attempt to mitigate the impact of taxes on Executive, by making reasonable assumptions and approximations concerning applicable taxes that are supported by the Company’s expert advisors, and, if applicable, taking into consideration reasonable compensation for personal services rendered on or after the date of a change in control (including the value of non-competition restrictions on Executive, but excluding, for the avoidance of doubt, any tax gross-up or similar make whole payment).
Cooperation Regarding Taxes. Each of AIMCO and SpinCo will, and will cause its Subsidiaries and their respective personnel to, cooperate fully with the other of them in connection with the preparation and review of Tax Returns and in connection with any examinations of any Tax Returns filed by either of them or any of their Subsidiaries.
Cooperation Regarding Taxes. After the Effective Date, Newco, IMC and their Subsidiaries and Cargill and its Subsidiaries each agree, to the extent necessary to allow the parties to comply with the provisions of Section 9.24, (i) to assist the other in preparing any tax returns with respect to the Xxxxxxx Fertilizer Businesses, (ii) to cooperate fully in preparing for any audits of or disputes with tax authorities relating to the Xxxxxxx Fertilizer Businesses, and (iii) to make available all information, records and documentation necessary to prepare such tax returns or respond to such audit or litigation requests. Newco, IMC and their Subsidiaries and Cargill and its Subsidiaries agree to preserve such information, records and documents that relate to the Xxxxxxx Fertilizer Businesses, in the original form if in existence, until the expiration of any applicable statutes of limitations or extensions thereof and as otherwise required by Law.
Cooperation Regarding Taxes. Owner and Contractor shall cooperate in good faith with each other, and shall use their commercially reasonably efforts, to minimize sales and use taxes and other taxes relating to this Agreement and the Work, including taking advantage of applicable exemptions and consulting and cooperating in good faith with each other in order to effectively handle and contest any audit, examination, investigation, or administrative, court or other proceeding. In connection therewith, Contractor shall assign to Owner its rights to any refund of sales or use taxes which have been paid or reimbursed by Owner to Contractor in order to enable Owner to contest the determination of taxability and recover any overpayment of such taxes. Contractor shall grant or cause to be granted to, and shall cause its Affiliates, and shall use commercially reasonable efforts to cause its Subcontractors, to grant to Owner or Owner’s representatives access at all reasonable times during the course of the Work and for a period six (6) years after the Final Completion Date to all of the information, books, and records relating to the Work within their possession or control (including, the right to take extracts therefrom and make copies thereof) in connection with tax matters (including sales and use tax matters) to which this Agreement relates. Contractor shall also furnish or cause to be furnished to Owner or Owner’s representatives the assistance and cooperation of personnel of Contractor and its Affiliates, and shall use commercially reasonable efforts to cause all of its Subcontractors to furnish or cause to be furnished such assistance and cooperation, as Owner may reasonably request in connection which such tax matters. Without limiting the foregoing, Owner and Contractor acknowledge and agree that certain of the Agency Subcontracts provide that the respective Subcontractors will cooperate with audits and provide information requested in the course of an audit by federal or state Governmental Authorities.
Cooperation Regarding Taxes. Except as otherwise provided in the Transition Services Agreement (unless the Transition Services Agreement has been terminated), the Buyer and the Seller shall, and shall each cause its Affiliates to, provide to the other party such commercially reasonable cooperation and information (and, if the Transition Services Agreement is still in effect, at the rates established therein, and if not in effect, at the requesting party’s expense) (together with such supporting detail of such expense as the requesting party may reasonably request), as and to the extent reasonably requested, in connection with preparing, reviewing and filing of any Return, amended Return or claim for refund, determining liabilities for Taxes or a right to refund of Taxes, or in conducting any audit or other Action with respect to Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings and other determinations by Taxing Authorities relating to Taxes, and relevant records concerning the ownership and Tax basis of property, which any such party may possess. Each party will retain all Returns, schedules, work papers, and all material records and other documents relating to Tax matters of the Company and its Subsidiaries for the Tax period first ending after the Closing Date and for all prior Tax periods until seven (7) years following the due date (without extension) for the Returns to which such documents relate. Thereafter, the party holding such documents may dispose of them, provided that such party shall give to the other party thirty (30) days written notice of such disposal and provide the other party with the opportunity to copy (at such other party’s sole cost) the relevant portion of such documents. Each party shall make its employees reasonably available on a mutually convenient basis at its own cost to provide explanation of any documents or information so provided.
Cooperation Regarding Taxes. (a) The Buyer, Xxxxxx and the Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such Tax Return, audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Xxxxxx and the Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to Xxxxxx 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 Buyer or the Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Xxxxxx or the Sellers, as the case may be, shall allow the other party to take possession of such books and records.
(b) The Buyer, Xxxxxx and the Sellers further agree, upon request, to obtain or provide any certificate of facts or other document from them, any governmental authority or any other Person, as the case may be, as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby).
Cooperation Regarding Taxes. AGE and BETA shall cooperate to segregate the Fees into the following separate payment streams by tax jurisdiction: (1) those for taxable Services; (2) those for nontaxable Services; (3) those for which a sales, use or other similar tax has already been paid; and
Cooperation Regarding Taxes. After the Effective Date, Brookfield Residential, Brookfield Homes and their Subsidiaries and Brookfield Office Properties and its Subsidiaries each agree, to the extent necessary to allow the parties to comply with the provisions of Section 9.15, (i) to assist the other in preparing any tax returns with respect to the BPO Residential Businesses, (ii) to cooperate fully in preparing for any audits of or disputes with tax authorities relating to the BPO Residential Businesses, and (iii) to make available all information, records and documentation necessary to prepare such tax returns or respond to such audit or litigation requests. Brookfield Residential, Brookfield Homes and their Subsidiaries and Brookfield Office Properties and its Subsidiaries agree to preserve such information, records and documents that relate to the BPO Residential Businesses, in the original form if in existence, until the expiration of any applicable statutes of limitations or extensions thereof and as otherwise required by Law.
