Cooperation With Respect to Taxes. Lazard shall use its reasonable efforts to structure the Transactions in a manner that does not result in any material tax to the Executive (that the Executive would not have incurred in the absence of the Transactions) upon the exchange of the Class A-2 Interests into Exchangeable Interests or other exchange of Class A-2 Interests into HoldCo Interests, it being understood that this shall not be a commitment to maintain the current tax treatment or benefits applicable to the Executive.
Cooperation With Respect to Taxes. After the Closing Date, to the extent such Tax matters are not already addressed by the Amended Holdco Agreement, SEP and Contributor shall cooperate in good faith in respect of any Tax matters relating to the Companies (including Tax audits, Tax Return preparations, and Tax Return filings) and keep each other reasonably informed about such matters on a timely basis. From and after the Closing, neither SEP nor any of its Affiliates (including the Companies) shall agree to settle any Tax claim that may be the subject of indemnification by Contributor under Section 7.8(a) without the prior written consent of Contributor, which consent shall not be unreasonably withheld, conditioned or delayed.
Cooperation With Respect to Taxes. (a) Each Party shall, and shall cause its Affiliates to, provide to the other Parties such cooperation, documentation and information as either of them reasonably may request in (i) preparing and filing any Tax Return, amended Tax Return or claim for refund, (ii) determining a liability for Taxes or a right to refund of Taxes or (iii) conducting any Tax Proceeding. Such cooperation, documentation and information shall include providing necessary powers of attorney, copies of all relevant portions of relevant Tax Returns, together with all relevant portions of relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by taxing authorities and relevant records concerning the ownership and Tax basis of property and other relevant information that any such Party may possess. Each Party shall make its employees reasonably available on a mutually convenient basis at its own cost to provide an explanation of any documents or information so provided.
(b) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be construed to require any Seller (or any of its Affiliates) (i) to provide cooperation, documentation or information with respect to Taxes or Tax Returns of the Seller Affiliated Tax Group or (ii) to provide Purchaser (or any of its Affiliates, including the Acquired Companies) with access to any such documentation, information or records, provided that, in each case, Seller and its Affiliates shall use commercially reasonable efforts to provide Purchaser with reasonable cooperation, documentation, information or records that are in Seller’s possession and that are redacted or are pro forma and relate exclusively to the Acquired Companies.
Cooperation With Respect to Taxes. After the relevant Closing after which a Company is directly or indirectly held, in whole or in part, by SEP, SEP and SE Corp shall cooperate in good faith in respect of any Tax matters relating to such Company (including Tax audits, Tax Return preparations, and Tax Return filings) and keep each other reasonably informed about such matters on a timely basis. From and after such Closing, neither SEP nor any of its Affiliates (nor any Companies directly or indirectly held, in whole or in part, by SEP) shall agree to settle any Tax claim in respect of such Company that may be the subject of indemnification by SE Corp under Section 6.8(a) without the prior written consent of SE Corp, which consent shall not be unreasonably withheld, conditioned or delayed.
Cooperation With Respect to Taxes. The Parties agree to reasonably and in good faith cooperate and assist each other in evaluating and/or contesting the imposition, validity, application or amount of any amounts payable under this Section 15. Without limiting the foregoing, such cooperation shall include: (a) supplying the other Party such information or documents as are necessary or advisable to reduce the amount of any such amounts payable or to recover or seek a refund of any such amounts with respect to, or arising out of, the transactions effectuated pursuant to this Agreement; (b) permit the other Party to participate in any audit, contest, challenge, controversy or other proceeding to the extent permitted herein, at the other Party’s expense; and (c) reasonably assist the other Party with the evidentiary and procedural development of any such audit, contest, challenge, controversy or other proceeding. It is agreed by the Parties that control of any such contest or controversy shall be vested in the Party ultimately liable for such amounts payable and the contesting Party shall solely bear the costs, including attorney’s fees, of any such contest or controversy.
Cooperation With Respect to Taxes. Each of Merck, Inspire and Buyer shall reasonably cooperate, and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives reasonably to cooperate, with the other parties hereto in preparing and filing all returns, reports and forms relating to Taxes, including maintaining and making available to each other all records necessary in connection with Taxes and in resolving all disputes and audits with respect to all Tax periods. Buyer or Inspire shall notify Merck within a reasonable period after the end of calendar year 2013 if Inspire joins an affiliated group within the meaning of Section 1504(a)(1) of the Code, during calendar year 2013 on or after the Closing Date.
Cooperation With Respect to Taxes. After the Closing Date, Buyer and the Sellers shall, and shall cause their respective Affiliates to, assist the Sellers or Buyer, as applicable, in preparing and filing any Tax Returns or reports that the Sellers or Buyer, as applicable, are responsible for preparing and filing in accordance with this Section 7.8. After the Closing Date, the Sellers and Buyer shall, and shall cause their respective Affiliates to, (A) cooperate fully in preparing for any audits of, or disputes with, Tax Authorities regarding any Tax Returns of or with respect to the Companies, (B) make available to the others and to any Tax Authority as reasonably requested all information, records and documents relating to Taxes of the Companies and (C) provide timely notice to the others in writing of any pending or threatened Tax audits or assessments of the Companies for taxable periods for which the others may have a liability under this Section 7.8, and reasonably furnish the others with copies of all relevant material written correspondence received from any Tax Authority in connection with any Tax audit or information request with respect to any such taxable period.
Cooperation With Respect to Taxes. After the Closing, the parties shall cooperate fully, as and to the extent reasonably requested by each party and at the requesting party’s expense, in connection with any audit, litigation or other Proceeding with respect to Taxes.
Cooperation With Respect to Taxes. Buyer and Sellers agree to furnish or cause to be furnished to each other, and each at their own expense, as promptly as practicable, such information (including access to books and records) and assistance, including making employees available on a mutually convenient basis to provide additional information and explanations of any material provided, relating to the Company as is reasonably necessary for the filing of any Tax Return, for the preparation of any audit, and for the prosecution and defense of any claim, suit or proceeding relating to Taxes.
Cooperation With Respect to Taxes. After the Closing Date, Buyer and Seller shall, and shall cause their respective Affiliates to, assist Seller or Buyer, as applicable, in preparing and filing any Tax Returns or reports that Seller or Buyer, as applicable, is responsible for preparing and filing in accordance with this Section 6.7. After the Closing Date, Seller and Buyer shall, and shall cause their respective Affiliates to, (i) cooperate fully in preparing for any audits of, or disputes with, Tax Authorities regarding any Tax Returns or Tax matters of or with respect to the Company, (ii) make available to the others and to any Tax Authority as reasonably requested all information, records and documents relating to Taxes of the Company and (iii) provide timely notice to the other Party in writing of any pending or threatened Tax audits or assessments of the Company for taxable periods for which the other Party may have a liability under this Section 6.7, and reasonably furnish the other Party with copies of all relevant written correspondence received from any Tax Authority in connection with any Tax audit or information request with respect to any such taxable period. Notwithstanding anything in this Agreement, Buyer shall have no right to inspect or review any Parent Combined Income Tax Returns; provided that Buyer may inspect or review any work papers with respect to such Parent Combined Income Tax Returns if such work papers relate to a Tax that is allocated to Buyer pursuant to Section 6.7(c).
