Cooperation Respecting Tax Matters Sample Clauses

Cooperation Respecting Tax Matters. Each Party shall provide reasonable cooperation to the other Party and their counsel in respect of Tax matters arising under this Agreement (“Tax Matters”), including: (a) providing prompt notice to the other Party in writing of any pending or threatened Tax audits or assessments of US Holdco or its Subsidiary for tax periods for which the other may have a liability under this Agreement; (b) providing the other Party and its counsel with draft copies of all filings, motions, applications, correspondence and other documents the Party defending the claim intends to file with or deliver to any Governmental Authority in connection with a Tax Matter at least 10 Business Days prior to the date on which such documents are filed or delivered and considering the comments of the other Party and its counsel regarding such filings, motions, applications, correspondence and other documents; (c) promptly notifying the other Party of any communication the Party defending a Tax Matter receives from any Governmental Authority regarding such Tax Matter and providing the other Party with copies of all correspondence, filings or communications between such Party defending the claim, on the one hand, and any Governmental Authority or members of the staff of any Governmental Authority, on the other hand, in each case to the extent relating to any such Tax Matter; provided that the Purchaser shall in all cases have the right to attend any meetings or participate in other discussions (or have Purchaser’s counsel attend or participate) with the staff of any Governmental Authority or such Governmental Authority’s counsel; (d) keeping the other Party and its counsel advised on a prompt and ongoing basis of the status of such Tax Matter and any material changes or developments with respect thereto and promptly and fully responding to all requests for information, questions and comments of the other Party and its counsel from time to time. (e) making available to each other in a prompt fashion such Data, documents and other information as may reasonably be required for the preparation and filing of all Tax Returns, or for the conduct of any Tax Matter, and preserving all such Data, documents and information until the expiry of the limitation period under Applicable Law with respect to the taxation years or periods covered by such Returns, or until a Final Determination has been made in respect of such Tax Matter, as the case may be; and (f) promptly signing and delivering such certifi...
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Cooperation Respecting Tax Matters. Each Party shall provide reasonable cooperation to the other Party (and following the Closing, the Purchaser shall cause the Corporations to provide reasonable cooperation to the Vendor) and their respective counsel in respect of Tax matters arising under this Agreement, including making available to each other in a timely fashion such data and other information as may reasonably be required for the preparation, review and filing of all Tax Returns and in order to contest any Tax matter, prepare for any audit by a governmental Authority or to pursue any refund, objection or appeal; and preserving such data and other information until the expiry of any applicable limitation period under Applicable Law with respect to such Tax Returns of the Corporations; provided that, for the avoidance of doubt, neither the Vendor nor any Affiliate of the Vendor shall have any obligation to provide or make available to any Person all or any portion of any Tax Return of the Vendor or of any Affiliate of the Vendor (other than the Corporations).
Sample 1
Cooperation Respecting Tax Matters. Each Party shall provide reasonable cooperation to the other Party (and following the Closing, the Purchaser shall cause the Corporation to provide reasonable cooperation to the Vendor) and their respective counsel in respect of Tax matters arising under this Agreement, including making available to each other in a timely fashion such data and other information as may reasonably be required for the preparation, review and filing of all Stub Period Returns and in order to contest any Tax matter, prepare for any audit by a Governmental Authority or to pursue any refund including the 2016 Tax Refund, objection or appeal; and preserving such data and other information until the expiry of any applicable limitation period under Applicable Law with respect to such Stub Period Returns of the Corporation; provided that, for the avoidance of doubt, neither the Vendor nor any Affiliate of the Vendor shall have any obligation to provide or make available to any Person all or any portion of any Tax Return of the Vendor or of any Affiliate of the Vendor (other than the Corporation). This Section 7.10(4) is subject to section 7.10(6) in respect of the 2016 Tax Refund.
Sample 1
Cooperation Respecting Tax Matters. Each Party shall provide reasonable cooperation to the other Party and their counsel in respect of Tax matters arising under this Agreement. If, at any time after the Closing Date, the Purchaser or the Vendors determine, or becomes aware that an “advisor” (as is defined for purposes of section 237.3 or section 237.4 of the ITA) has determined, that the transactions contemplated by the Transaction are or would be subject to the reporting requirements under section 237.3 or the notification requirements under section 237.4 of the ITA (the “Disclosure Requirements”), the Purchaser or the Vendors, as the case may be, will promptly inform the other Party of its intent, or its advisor’s intent, to comply with the Disclosure Requirements and the Parties will cooperate in good faith to determine the applicability of such requirements. In the event that, following such cooperation, it is ultimately determined that any Party is required to file any applicable information return, notification and/or disclosure in accordance with the Disclosure Requirements (in each case, a “Mandatory Disclosure”), each Party required to file a Mandatory Disclosure (a “Disclosing Party”) shall submit to the other Party a draft of such Mandatory Disclosure at least 30 days before the date on which such Mandatory Disclosure is required by Law to be filed, and such other Party shall have the right to make reasonable comments or changes on such draft by communicating such comments or changes in writing to the Disclosing Party at least 15 days before the date on which such Mandatory Disclosure is required by Law to be filed. The Disclosing Party shall consider in good faith any such comments or changes proposed by the other Party and shall incorporate such comments or changes which the Disclosing Party determines are reasonable and in accordance with Law.
Sample 1
Cooperation Respecting Tax Matters. Following the Closing Date, the Purchaser and the Vendors shall cooperate with each other (and the Purchaser shall cause the Corporation to cooperate with the Vendors) in respect of Tax matters arising under this Agreement, including making 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, or to pursue any refund, objection or appeal, and shall preserve such data and other information until the expiry of any applicable limitation period under Applicable Law with respect to the periods covered by such Tax Returns.
Sample 1

Related to Cooperation Respecting Tax Matters

  • Tax Matters (a) The Company, each Company Subsidiary and CPS have timely filed with the appropriate taxing authorities all material Tax Returns required to be filed in accordance with all applicable Laws, taking into account any extensions of time within which to file such Tax Returns, and all such Tax Returns were complete and correct in all material respects. All material Taxes due and owing by the Company, each Company Subsidiary and CPS whether or not shown as due on such Tax Returns have been paid. (b) The federal income Tax Returns of the Company, each Company Subsidiary and CPS have been examined by the appropriate taxing authority or the period for assessment of the income Taxes in respect of which such federal income Tax Returns were required to be filed has expired. (c) There are no audits or other administrative proceedings or court proceedings presently pending with regard to any material Taxes of the Company, any Company Subsidiary or CPS and none of the Company, any Company Subsidiary or CPS has received a written notice of any audits or proceedings that are reasonably likely to result in material liability for additional Taxes. None of the Company, any Company Subsidiary or CPS has waived any statute of limitations with respect to material Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency for any open tax year, which waiver or extension remains in effect. (d) There are no material Liens for Taxes other than Permitted Liens upon any assets of the Company, any Company Subsidiary or CPS. (e) The Company, each Company Subsidiary and CPS have withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party. (f) None of the Company, any Company Subsidiary or CPS has any material liability for the Taxes of any other Person (other than Taxes of the Company, the Company Subsidiaries or CPS) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign law) pursuant to any Tax allocation agreement (except agreements solely with each other or agreements with third parties made in the ordinary course of business the primary subject matter of which is not tax), or as a transferee, by contract, or otherwise. (g) None of the Company, any Company Subsidiary or CPS has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (h) None of the Company, any Company Subsidiary or CPS has participated in any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). (i) Within the two-year period ending on the Closing Date, none of the Company, any Company Subsidiary or CPS has constituted either a “distributing corporation” or a “controlled corporation” as such terms are defined in Section 355 of the Code in a distribution qualifying or intended to qualify for tax-free treatment (in whole or in part) under Section 355(a) or 361 of the Code. (j) None of the Company, any Company Subsidiary or CPS is a party to or bound by any material tax sharing agreement or tax indemnity agreement, arrangement or practice (including any advance pricing agreement, closing agreement or other agreement relating to Taxes with any taxing authority), except agreements solely with each other or agreements with third parties made in the ordinary course of business the primary subject matter of which is not tax. (k) For federal income tax purposes, to the Knowledge of the Company, the acquisition of Applied Genomics, Inc., a Delaware corporation, in December 2009 qualified as a “reorganization” within the meaning of Section 368 of the Code.

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