Cooperation With Respect to Tax Matters Sample Clauses

Cooperation With Respect to Tax Matters. (a) The Buyer shall prepare and file, or cause to be prepared and filed all Tax Returns required to be filed by the Acquired Entity with respect to periods due after the Closing Date, including any Straddle Tax Returns. With respect to Straddle Tax Returns, Buyer shall provide the Stockholder Representative with an opportunity to review and comment on such Tax Returns no less than 15 days prior to the due date thereof. (b) After the Closing Date, each of the Buyer and the Surviving Corporation, on the one hand, and the Acquired Entity, on the other, shall (i) provide, or cause to be provided, to each other's respective subsidiaries, officers, employees, representatives and affiliates, such assistance as may reasonably be requested, including making available employees and the books and records of the Acquired Entity and the Surviving Corporation by any of them in connection with the preparation of any Tax Return or any audit of the Acquired Entity in respect of which the Buyer or the Acquired Entity, as the case may be, is responsible pursuant to this Agreement and (ii) retain, or cause to be retained, for so long as any such taxable years or audits shall remain open for adjustments, any records or information which may be relevant to any such Tax Returns or audits. (c) Buyer shall promptly notify the Stockholder Representative in writing upon receipt by Buyer of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a Pre-Closing Period (any such inquiry, claim, assessment, audit or similar event, a "Tax Matter"). At the option of the Stockholder Representative, the Stockholder Representative, at its sole expense, shall control the defense, compromise or other resolution of any such Tax Matter, including responding to inquiries and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter; provided, however, that the Stockholder Representative may not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax liability of Buyer, the Surviving Corporation for any period ending after the Closing Date, without the consent of the Buyer which consent will not be unreasonably withheld. The Stockholder Representative shall keep Buyer fully and timely informed with respect to the commencement, status and nature of any Tax Matter, and Buyer shall have...
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Cooperation With Respect to Tax Matters. The Purchaser, the Company and its Subsidiaries, on the one hand, and the Sellers on the other hand, shall reasonably cooperate, as and to the extent reasonably requested by the other party, in connection with the filing of any Tax Returns pursuant to this Agreement and any audit or other action, including any defense thereof, in respect of Taxes. The Purchaser shall retain possession of, and shall provide the Sellers reasonable access to (including the right to make copies of), such supporting books and records and any other materials that the Sellers may specify with respect to Tax matters relating to any taxable period beginning before the Closing Date, or to otherwise enable the Sellers to satisfy their accounting and Tax requirements, and shall make employees available on a mutually convenient basis to provide additional information and explanation of such materials, until the relevant statute of limitations has expired. After such time, the Purchaser may dispose of such material, provided that, prior to such disposition, the Purchaser shall give the Sellers a reasonable opportunity to take possession of such materials.
Cooperation With Respect to Tax Matters. QK, Pro's Choice and Healthcare will cooperate with each other in supplying information as may be requested by any of them in connection with the preparation and timely completion of returns or audits relating to Taxes.
Cooperation With Respect to Tax Matters. (i) Seller and Purchaser each agree, following the Closing, to provide the other party (and in the case of Purchaser, to cause its Affiliates, the Company and the Company’s Subsidiaries to provide Seller) with such cooperation and information, as and to the extent reasonably requested, in connection with the preparation, execution or filing of any Tax Return, including any amended Tax Return and any claim for refund, the determination of a liability for Taxes or of a right to a refund, in connection with the conduct of any Tax Controversy, litigation or other proceeding with respect to Taxes or in connection with any audit, suit or similar proceeding described in Section 8.4(j)(v) hereof or relating to, or that may give rise to an indemnity obligation under, Section 11.6(f) or Section 11.6(g) hereof. Nothing in this Section 8.4(c)(i) shall limit Seller’s control rights as provided for in this Section 8.4. (ii) Seller and Purchaser each agree that they shall, and Purchaser agrees that following the Closing it shall cause the Company and its Subsidiaries to, (A) retain all books and records as are within their possession immediately following the Closing with respect to Taxes of the Company and its Subsidiaries relating to any Tax period beginning before the Closing Date until the earlier of (1) the expiration of the statute of limitations (taking into account applicable extensions) with respect to such Tax period or (2) the eighth anniversary of the Closing Date; provided, however, that (a) upon written notice from the other party prior to what would otherwise have been the end of such retention period to the effect that such statute of limitations (taking into account applicable extensions), will not have expired on or prior to the date when the retention period would otherwise have expired, such retention period shall be extended (subject to further extension as set forth in this proviso) until the earlier to occur of (I) the expiration of the statute of limitations with respect to such Tax period (taking into account applicable extensions) and (II) the second anniversary of the date on which such this retention period would otherwise have expired and (b) a transfer of such books and records to another Person shall not be prohibited hereunder provided that such other party agrees, for the benefit of the non-transferring party to this Agreement, to comply with the provisions of this Section 8.4(c)(ii) with respect to such books and records, and (B) give th...
Cooperation With Respect to Tax Matters. Shareholder --------------------------------------- and Buyer recognize that Company has joined with certain subsidiaries of Shareholder in filing unitary, consolidated or combined Tax Returns. Accordingly, after the Closing, Shareholder and Buyer (i) shall provide, or shall cause to be provided, to and by each other and each other's respective subsidiaries, officers, employees and representatives such assistance as may reasonably be requested by any of them in connection with the preparation of any Tax Return, any audit or other examination by any taxing authority or any judicial or administrative proceeding (collectively, an "Audit") relating to the ----- income, gains, losses, deductions, credits or other items of the Company and (ii) shall retain, or shall cause to be retained, for as long as any taxable year through and including the taxable year that includes the Closing Date shall remain open for adjustments, any records or information which may be relevant to any such Tax Return or Audit. The assistance provided for in this Section 12.04 shall include, without limitation, (i) making their employees and the employees of their respective subsidiaries available on a mutually convenient basis to provide such assistance as might reasonably be expected to be of use in connection with any such Tax Return or Audit and (ii) providing or, causing to be provided, such information as might reasonably be expected to be of use in connection with any such Tax Return or Audit, including, without limitation, records, returns, schedules, documents, work papers, opinions, letters or memoranda, or other relevant materials relating thereto. The party requesting the assistance provided for in this Section 12.04 shall reimburse the party whose assistance is requested for reasonable costs incurred by it in providing such assistance.
Cooperation With Respect to Tax Matters. 24 Section 5.2. Tax Related Agreements.........................................................................30
Cooperation With Respect to Tax Matters. From and after the Closing Date, without limiting the obligations otherwise set forth in this Agreement, Parent and the Company, on the one hand, and the Stockholders’ Representative, on the other hand, shall reasonably cooperate, as and to the extent reasonably requested by the other party (and at the requesting party’s expense with respect to reasonable out-of-pocket costs incurred by the other party as a result of such request), in connection with the filing of any Tax Returns pursuant to this Agreement, any audit or other action, including any defense thereof, in respect of Taxes, and any other matters pertaining to the Taxes of the Company. Each party shall provide the other parties and their representatives reasonable access to (including the right to make copies of) such supporting books and records and any other materials that such party may reasonably request, at such party’s sole cost and expense, with respect to Tax matters relating to any taxable period beginning before the Closing Date, and shall make employees reasonably available on a mutually convenient basis to provide additional information and explanation of such materials. Notwithstanding anything to the contrary in this Agreement, Parent shall not be required to provide the Stockholders’ Representative (on behalf of the stockholders) with any Tax Return of Parent or any of its Affiliates (other than any such Tax Returns that relate solely to the Company).
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Cooperation With Respect to Tax Matters. Sellers agree to cooperate with Buyer, and Buyer agrees to cooperate with Sellers, to the extent necessary in connection with the filing, pursuant to any provision of the Internal Revenue Code or regulations thereunder, of any information return or other document relating to Buyer’s acquisition of the Company and any final tax returns of Company for periods prior to the Effective Date. In addition, Sellers agree to cooperate with Buyer and the Company in connection with any examination, administrative or judicial proceeding, or deficiency or refund claim or litigation relating to any taxes or tax returns of the Company for any period ending on or before or including the Effective Date.
Cooperation With Respect to Tax Matters. (a) After the Closing Date, each of Buyer and Seller shall (i) provide, or cause to be provided, to each other’s respective subsidiaries, officers, employees, representatives and affiliates, such assistance as may reasonably be requested, including making available employees and the books and records relating to the Assets, by any of them in connection with the preparation of any Tax Return or any Audit relating to the Assets and (ii) retain, or cause to be retained, for so long as any such taxable years or Audits shall remain open for adjustments, any records or information which may be relevant to any such Tax Returns or Audits. (b) As used in this Agreement:
Cooperation With Respect to Tax Matters. (a) Seller and Buyer agree that it is their mutual intention that the purchase of the Shares shall be treated for federal income tax purposes, as well as for all relevant state, local and foreign income tax purposes, as a purchase and sale of the assets of the Company Group. Advantica and Buyer shall jointly make timely Section 338(h)(10) Elections (the "Section 338(h)(10) Elections") in accordance with the Code (and any corresponding elections under state, local and foreign tax law where applicable) with respect to the purchase and sale of the Shares and with respect to the deemed purchase and sale of the assets of the Company Group. The Seller Parties represent that its sale of the Shares is eligible for, and Buyer represents that it is qualified to make, such elections. The Seller Parties and the Company Group shall report, for federal income tax purposes (and for state, local and foreign income tax purposes where permitted by applicable law), the transaction under this Agreement consistent with the Section 338(h)(10) Elections; and none of the Seller Parties, the Company Group or Buyer will take a position under the Code contrary thereto unless required to do so by applicable Tax Laws pursuant to a determination as defined in Section 1313(a) of the Code. Except for the Share purchase and Section 338(h)(10) Elections contemplated by this Agreement, Buyer shall not cause or permit the Company Group to engage, on the Closing Date, in any transaction outside the ordinary course of business that could affect the federal taxable income or loss of the Company Group included in Advantica's federal consolidated income Tax Return. (b) Within a reasonable time following the determination of the Post-Closing Adjustment of the Purchase Price pursuant to Section 2.3 hereof (but, in any event, not less than sixty (60) days prior to the due date (including extensions) for the filing of any Tax Return with respect to which such allocation shall be applicable), Buyer and Seller shall agree concerning the computation of the Modified Aggregate Deemed Sale Price (as defined under applicable treasury regulations) ("MADSP") of the assets of the Company Group and the allocation of MADSP among such assets. The Seller Parties shall use their reasonable efforts to obtain the maximum extensions of time to file any Tax Returns with respect to which such allocation is applicable. If there is a dispute as to the computation of the MADSP or its allocation among such assets, the fair ...
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