Cooperation With Respect to Tax Matters. (a) Sellers and Buyers recognize that the entities listed on Schedule 6.11 (the "Cooperation Group") have joined with Merisel in filing unitary, consolidated, or combined Tax Returns. After the Closing Date (i) Merisel shall include (to the extent required by law) the taxable income or loss, and all other items, of the Cooperation Group for periods ending before or on the Closing Date, in its unitary, consolidated or combined Tax Returns, and (ii) with respect to any other Tax Returns of the Cooperation Group for any taxable period that includes but does not end on the Closing Date (the "Straddle Tax Returns"), Sellers shall prepare a schedule apportioning, on a basis consistent with the preparation of Sellers' consolidated Federal income tax return for the taxable period ending on the Closing Date, the taxable income or loss, and all other items, of the Cooperation Group allocable to the period up to and including the Closing Date (the "Pre-Closing Period") and the period after the Closing Date (the "Post-Closing Period") by an interim closing of the books as of the end of the day on the Closing Date.
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. 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.
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Cooperation With Respect to Tax Matters. (a) Seller and Purchaser recognize that the Acquired Companies have joined with Seller in filing unitary, consolidated, or combined Tax Returns. After the Closing Date (i) Seller shall include (to the extent required by law) the taxable income or loss, and all other items, of the Acquired Companies for periods ending before or on the Closing Date, in their unitary, consolidated or combined Tax Returns, and (ii) with respect to any other Tax Returns for any taxable period that includes but does not end on the Closing Date (the "Straddle Tax Returns"), Seller shall prepare a schedule allocating, on a basis consistent with the preparation of Seller's consolidated Federal income tax return for the taxable period ending on the Closing Date, the taxable income or loss, and all other items, of the Acquired Companies to the period commencing with the first day of the taxable period covered by such Straddle Tax Return up to and including the Closing Date (the "Pre-Closing Period") and the period commencing with the first day after the Closing Date and ending with the last day of the taxable period covered by such Straddle Tax Return (the "Post-Closing Period").
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. (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.
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.
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
Cooperation With Respect to Tax Matters. (a) On or before the Closing Date, Seller will provide to Purchaser and its respective counsel and accountants the following:
