Cooperation Regarding Taxes. After the Closing Date, Company and Transferor 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 Company, Transferor 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. Company and Transferor shall also make available to each other, as reasonably requested and on a mutually convenient basis, personnel (including officers, directors, employees and agents of Company or Transferor 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 5.9 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. Company and Transferor 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). Company and Transferor agree to retain all records relevant to the tax basis of the Assets and tax treatment of this Agreement for a period of seven years after the Closing Date. The provisions of this Section 5.9 shall survive Closing for a period of seven years 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. 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. 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. 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. 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 (4) those for which BETA functions merely as a paying agent for AGE in receiving goods, supplies or services (including leasing and licensing arrangements) that otherwise are nontaxable or have previously been subject to tax. In addition, each of AGE and BETA shall cooperate with the other to more accurately determine a Party’s tax liability and to minimize such liability, to the extent legally permissible. Each of AGE and BETA shall provide and make available to the other any resale certificates, information regarding out-of-state sales or use of equipment, materials or services, and any other exemption certificates or information requested by a Party.
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.
Cooperation Regarding Taxes. Lennar and LPC each will, and will cause its subsidiaries and their respective personnel to, cooperate fully with the other of them in connection with the preparation 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, 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.
