FUTURE COOPERATION; TAX MATTERS. The Stockholders and Quanta shall each deliver or cause to be delivered to the other following the Closing such additional instruments as the other may reasonably request for the purpose of fully carrying out this Agreement. The Stockholders will cooperate and use their commercially reasonable best efforts to have the present officers, directors and employees of the Companies cooperate with Quanta and the Surviving Corporation at and after the Closing in furnishing information, evidence, testimony and other assistance in connection with any actions, proceedings, arrangements or disputes of any nature with respect to matters pertaining to all periods prior to the Closing. The Stockholders will cooperate with the Surviving Corporation in the preparation of all tax returns covering the period from the beginning of each Company's current Tax years through the Closing. In addition, Quanta will provide the Stockholders with access to such of its books and records as may be reasonably requested by the Stockholders in connection with federal, state and local tax matters relating to periods prior to the Closing. The party requesting cooperation, information or actions under this Section 7.2 shall reimburse the other party for all reasonable out-of-pocket costs and expenses paid or incurred in connection therewith, which costs and expenses shall not, however, include per diem charges for employees or allocations of overhead charges.
FUTURE COOPERATION; TAX MATTERS. The Stockholders and U.S. Concrete shall each deliver or cause to be delivered to the other following the Closing such additional instruments as the other may reasonably request for the purpose of fully carrying out this Agreement. The Stockholders shall be responsible for the payment of all Taxes attributable to all periods prior to and including the Closing Date, including without limitation the period from the beginning of the Company's current Tax year through the Closing Date. The Stockholders shall be responsible for the preparation of all Tax returns covering the period from the beginning of the Company's current Tax year through the Closing Date, and shall be responsible for all costs and expenses incurred in connection with the preparation of such Tax returns. The Surviving Corporation will cooperate with the Stockholders in their preparation of all Tax returns covering the period from the beginning of the Company's current Tax year through the Closing. In addition, U.S. Concrete will provide the Stockholders with access to such of its books and records as may be reasonably requested by the Stockholders in connection with federal, state and local tax matters relating to periods prior to the Closing. The Stockholders will cooperate and use their commercially reasonable efforts to encourage the present officers, directors and employees of the Company to cooperate with U.S. Concrete and the Surviving Corporation at and after the Closing in furnishing information, evidence, testimony and other assistance in connection with any actions, proceedings, arrangements or disputes of any nature with respect to matters pertaining to all periods prior to the Closing. The party requesting cooperation, information or actions under this Section 7.02 shall reimburse the other party for all reasonable out-of-pocket costs and expenses paid or incurred in connection therewith, which costs and expenses shall not, however, include per diem charges for employees or allocations of overhead charges.
FUTURE COOPERATION; TAX MATTERS. 27 7.03 Expenses............................................................. 28 7.04
FUTURE COOPERATION; TAX MATTERS. Seller and Purchaser shall each deliver or cause to be delivered to the other following the Closing such additional instruments as the other may reasonably request for the purpose of fully carrying out this Agreement. Seller will cooperate and use commercially reasonable efforts to cause its officers, directors and employees to cooperate with Purchaser at and after the Closing Date in furnishing information, evidence, testimony and other assistance in connection with any actions, proceedings, arrangements or disputes of any nature with respect to matters pertaining to all Tax periods prior to the Closing Date. Purchaser will provide Seller with access to such of Seller’s books and records relative to the Business as may be reasonably requested by Seller in connection with federal, state and local Tax matters relating to Tax periods ending prior to the Closing Date. The party requesting cooperation, information or actions under this Section 7.2 shall reimburse the other party for all reasonable out-of-pocket costs and expenses actually paid or incurred in connection therewith, which costs and expenses shall not, however, include per diem charges for employees or allocations of overhead charges.
FUTURE COOPERATION; TAX MATTERS. The Company, the Company Stockholders and IES shall each deliver or cause to be delivered to the other following the Effective Time such additional instruments as the other may reasonably request for the purpose of fully carrying out this Agreement. The Company Stockholders will cooperate and use their reasonable best efforts to have the present officers, directors and employees of the Company cooperate with IES at and after the Effective Time in furnishing information, evidence, testimony and other assistance in connection with any actions, proceedings, arrangements or disputes of any nature with respect to matters pertaining to all periods prior to the Effective Time.
FUTURE COOPERATION; TAX MATTERS. 28 6.3. Expenses........................................................29 6.4. Employment Agreements...........................................29 6.5. Repayment of Related Party Indebtedness.........................29 6.6.
FUTURE COOPERATION; TAX MATTERS. 22 6.3. Expenses..........................................................22 6.4. Registration Rights Agreement.....................................23 6.5. Repayment of Related Party Indebtedness...........................23
FUTURE COOPERATION; TAX MATTERS. The Shareholders and IHI shall each deliver or cause to be delivered to the other following the Effective Time such additional instruments as the other may reasonably request for the purpose of fully carrying out this Agreement. The Shareholders will cooperate and use their reasonable best efforts to have the present officers, directors and employees of the Company cooperate with IHI at and after the Effective Time in furnishing information, evidence, testimony and other assistance in connection with any actions, proceedings, arrangements or disputes of any nature with respect to matters pertaining to all periods prior to the Effective Time. IHI will cooperate with the Shareholders in the preparation of all tax returns covering the period from the beginning of the Company's current tax year through the Effective Time. In addition, IHI will provide the Shareholders with access to such of its books and records as may be reasonably requested by the Shareholders in connection with federal, state and local tax matters relating to periods prior to the Effective Time.
FUTURE COOPERATION; TAX MATTERS. The Stockholders and PalEx shall each deliver or cause to be delivered to the other following the Effective Time such additional instruments as the other may reasonably request for the purpose of fully carrying out this Agreement. The Stockholders will cooperate and use their commercially reasonable best efforts to have the present officers, directors and employees of the Company cooperate with PalEx and/or Sonoma Pacific at and after the Effective Time in furnishing information, evidence, testimony and other assistance in connection with any actions, proceedings, arrangements or disputes of any nature with respect to matters pertaining to all periods prior to the Effective Time. The Stockholders will cooperate with the Company in the preparation of all tax returns covering the period from the beginning of the Company's current tax year through the Closing. In addition, PalEx will provide the Stockholders with access to such of its books and records as may be reasonably requested by the Stockholders in connection with federal, state and local tax matters relating to periods prior to the Closing. Salinas MerPool Agmt.01 073097;1705
FUTURE COOPERATION; TAX MATTERS. The Stockholder and BVI shall each deliver or cause to be delivered to the other following the Closing such additional instruments as the other may reasonably request for the purpose of fully carrying out this Agreement. The Stockholder will cooperate with BVI and the Surviving Corporation at and after the Closing in furnishing information, evidence, testimony and other assistance in connection with any actions, proceedings, arrangements or disputes of any nature with respect to matters pertaining to all periods prior to the Closing. The Stockholder will cooperate with the Surviving Corporation in the preparation of all tax returns covering the period from the beginning of the Company current tax year through the Closing. In addition, BVI will provide the Stockholder with access to such of its books and records as may be reasonably requested by the Stockholder in connection with federal, state and local tax matters relating to periods prior to the Closing. The party requesting cooperation, information or actions under this Section 7.1 shall reimburse the other party for all reasonable out-of-pocket costs and expenses paid or incurred in connection therewith, which costs and expenses shall not, however, include per diem charges for employees or allocations of overhead charges.
