Common use of FUTURE COOPERATION; TAX MATTERS Clause in Contracts

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.

Appears in 2 contracts

Samples: Acquisition Agreement and Plan of Reorganization (Quanta Services Inc), Acquisition Agreement and Plan of Reorganization (Quanta Services Inc)

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FUTURE COOPERATION; TAX MATTERS. The Stockholders and Quanta PalEx 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 Company cooperate with Quanta PalEx, Newco 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 the Company's current Tax years tax year through the Closing. In addition, Quanta 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. The party requesting cooperation, information or actions under this Section 7.2 SECTION 6.2 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, howeverHOWEVER, include per diem charges for employees or allocations of overhead charges.

Appears in 1 contract

Samples: Acquisition Agreement and Plan of Reorganization (Palex Inc)

FUTURE COOPERATION; TAX MATTERS. The Stockholders and Quanta 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 will cooperate and use their commercially reasonable best efforts to have the present officers, directors and employees of the Companies Company cooperate with Quanta 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 Stockholders will cooperate with the Surviving Corporation in the preparation of all tax Tax returns covering the period from the beginning of each the Company's current Tax years year through the Closing. In addition, Quanta 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 party requesting cooperation, information or actions under this Section 7.2 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.

Appears in 1 contract

Samples: Acquisition Agreement and Plan of Reorganization (Us Concrete Inc)

FUTURE COOPERATION; TAX MATTERS. The Stockholders and Quanta PalEx 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 Company and Western cooperate with Quanta PalEx, Newco 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 the Company's and Western's current Tax years tax year through the Closing. In addition, Quanta 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. The party requesting cooperation, information or actions under this Section 7.2 SECTION 6.2 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, howeverHOWEVER, include per diem charges for employees or allocations of overhead charges.

Appears in 1 contract

Samples: Acquisition Agreement and Plan of Reorganization (Palex Inc)

FUTURE COOPERATION; TAX MATTERS. The Each of the Stockholders and Quanta SIS 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 Company cooperate with Quanta 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 Stockholders will cooperate with the Surviving Corporation in the preparation of all tax returns covering the period from the beginning of each the Company's current Tax years tax year through the Closing. In addition, Quanta the Surviving Corporation 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 8.1 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.

Appears in 1 contract

Samples: Acquisition Agreement and Plan of Reorganization (Synovis Life Technologies Inc)

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FUTURE COOPERATION; TAX MATTERS. The Stockholders Stockholders, Newco and Quanta shall each deliver or cause to be delivered to the other parties following the Closing such additional instruments as the other parties 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 Company 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 and the Surviving Corporation will cooperate with the Surviving Corporation each other in the preparation of all tax returns covering the period from the beginning of each the Company's current Tax years year through the Closing. In addition, Quanta and Newco will provide the Stockholders with access to such of its their 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 Closingmatters. The party requesting cooperation, information or actions under this Section 7.2 shall reimburse the other party or parties 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.

Appears in 1 contract

Samples: Acquisition Agreement and Plan of Reorganization (Quanta Services Inc)

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 Company 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 the Company current Tax years tax year 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.

Appears in 1 contract

Samples: Acquisition Agreement (Quanta Services Inc)

FUTURE COOPERATION; TAX MATTERS. The Stockholders Stockholder and Quanta PalEx 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 Stockholder will cooperate and use their its commercially reasonable best efforts to have the present officers, directors and employees of the Companies Company cooperate with Quanta PalEx, New Acme 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 Stockholder will cooperate with the Surviving Corporation in the preparation of all tax returns covering the period from the beginning of each the Company's current Tax years tax year through the Closing. In addition, Quanta PalEx will provide the Stockholders Stockholder with access to such of its books and records as may be reasonably requested by the Stockholders 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 7.2 SECTION 6.2 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, howeverHOWEVER, include per diem charges for employees or allocations of overhead charges.

Appears in 1 contract

Samples: Acquisition Agreement and Plan of Reorganization (Palex Inc)

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