Miscellaneous Tax Matters. (i) Each of Merck Serono and BioMarin shall (1) provide the other with such assistance as may reasonably be requested under the regulations, statutory provisions or international treaties applicable to the requested Party by the other in connection with the preparation of any Tax Return, examination by any Taxing authority or Tax-related Proceeding in connection with the Product Business or the Transferred Assets, (2) retain and provide the other with any records or other information that may be relevant to such Tax Return, examination, or Tax-related Proceeding and (3) keep the other timely informed regarding the status of any examination or other Tax-related Proceeding that affects any amount required to be shown on any Tax Return of the other for any Taxable period.
(ii) Each Party shall use commercially reasonable efforts to timely execute and deliver (or to cause to be timely executed and delivered) any such certificates or forms (including IRS Form W-8BEN-E or any similar form) as may be necessary or appropriate and otherwise to cooperate to establish any available exemption from (or otherwise reduce) any Tax imposed as a result of the transactions described in this Agreement.
(iii) The covenants contained in this Section 6.07 shall survive until 60 days following the expiration of the applicable statute of limitations (including extensions thereof).
Miscellaneous Tax Matters. (a) Any sales, use, property transfer or gains, documentary, stamp, registration, recording or similar Tax (including, for certainty, goods and services tax, harmonized sales tax and land transfer tax) imposed on or payable in connection with the sale, transfer, assignment, conveyance or delivery of the Designation Rights, the Acquired Assets or the Assumed Liabilities (or any Excluded Asset pursuant to Section 2.8(d)) (“Transfer Taxes”) shall be borne solely by Buyer. Sellers and Buyer shall use reasonable efforts and cooperate in good faith in all matters relating to such Transfer Taxes (including with respect to the application of any exemption therefrom or reduction thereof). Buyer shall prepare and, except to the extent required by applicable Law to be filed by Sellers, Buyer shall file all necessary Tax Returns or other documents with respect to all such Transfer Taxes; provided, however, that in the event any such Tax Return requires execution by the other Party, the preparing Party shall prepare and deliver to the other Party a copy of such Tax Return at least three (3) Business Days before the due date thereof, and such other Party shall promptly execute such Tax Return and return it for filing. If Seller is required to file any such Tax Return, no later than three (3) Business Days before the due date of such Tax Return Buyer shall pay to Sellers the amount of Transfer Taxes shown on such Tax Return. Subject to the other provisions of this Agreement, the Parties shall reasonably cooperate with each other in any reasonable and lawful arrangement designed to minimize any applicable Transfer Taxes.
(b) Buyer and Sellers agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Acquired Assets, the Properties, the Business or the Assumed Liabilities as is reasonably necessary for the filing of all Tax Returns, the making of any election relating to Taxes, and the preparation, prosecution or defense of or for any Tax Proceeding. Unless Buyer makes the election under Section 2.12(b) to treat all the transactions described in Article II as Designated Sale Transactions (resulting in no transfer of Sellers Tax attributes to Buyer), to the extent not addressed by the foregoing, Buyer and Sellers shall also furnish or cause to be furnished to each other all documentation and information of Sellers’ or any of their Affiliates as reasonably requested in connection with (i...
Miscellaneous Tax Matters. 11 3.2.18 Permits......................................................................12 3.2.19 Significant Customers and Suppliers..........................................12 3.2.20 Contracts....................................................................12
Miscellaneous Tax Matters. The Company is not a party to or bound by any tax indemnity, tax sharing or tax allocation agreement. The Company has not agreed to make, nor is the Company required to make, any adjustment under section 481(a) of the Code by reason of a change in accounting method or otherwise. The Company is not a party to any agreement, contract, arrangement or plan that has resulted or would result, separately or in the aggregate, in the payment of any "excess parachute payments" within the meaning of section 280G of the Code. All material elections with respect to Taxes affecting the Company as of the date hereof are set forth in Section 3.2.17 of the Company Disclosure Schedule. After the date hereof, no election with respect to Taxes will be made without the written consent of Buyer. The transaction contemplated herein is not subject to the tax withholding provisions of Section 3406 of the Code, or of Subchapter A of Chapter 3 of the Code, or of any other provision of law. The unpaid Taxes of the Company do not exceed the reserve for tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and tax income) set forth or included in the Company's most recent balance sheet, as adjusted for the passage of time through the Closing Date, in accordance with the past custom and practice of the Company.
Miscellaneous Tax Matters. All tax and accounting determinations shall be made reasonably and in good faith by the Manager for the benefit of all Members. The Manager may make or decline to make, or may revoke or seek to revoke, any election which the Company may make under the tax laws, including the election provided by section 754 of the Code.
Miscellaneous Tax Matters. 10.2.1. USDATA shall be liable for any real property transfer or gains, sales, use, transfer, value added, consumption, goods and services, stock transfer, stamp duties, and any similar taxes, duties, registration charges or other like charges which become payable in connection with the transactions contemplated hereby, other than stamp tax with respect to the issuance of the Consideration Shares which shall be borne by the Purchaser, if applicable, and the parties shall file such applications and documents as shall permit any such Tax to be assessed and paid in accordance with any Applicable Law.
10.2.2. Except as otherwise provided in this Agreement, as among the parties hereto, the Sellers and the Purchaser will each be responsible for its own income and franchise Taxes, if any, arising from the transactions contemplated by this Agreement.
Miscellaneous Tax Matters. FirstService shall not, and shall not cause an entity to: (i) amend, refile or otherwise modify, and shall cause each Purchased Entity not to amend, refile or otherwise modify, any Tax Return of such Purchased Entity with respect to any Pre-Closing Tax Period of such Purchased Entity; and (ii) file any election, make any designation or take any action in respect of any taxation years or portions thereof ending on or before the Closing, in each case, if such amendment, modification, election or designation would result in an increase in the amount of the Taxes for which a Seller may be liable under this Agreement, in each case without the prior written consent of the Sellers, which consent will not be unreasonably withheld or delayed. The Sellers shall not be liable for any Losses (including Taxes) arising as a result of a breach by FirstService of this Section 6.5.
Miscellaneous Tax Matters. (i) The Company is not a party to, or bound by, any Tax indemnity, Tax sharing or Tax allocation agreement.
(ii) There are no Liens for Taxes (other than for current Taxes not yet due and payable) upon the assets of the Company.
(iii) No private letter rulings, technical advice memoranda or similar agreement or rulings have been requested, entered into or issued by any taxing authority with respect to the Company. (iv) Except as set forth in Section 3.6(h) of the Company Disclosure Letter, the Company is not subject to any Taxes in jurisdictions located outside of the United States.
Miscellaneous Tax Matters. The representations and warranties set forth in Section 4.15 and the covenants set forth in this Article XI shall survive the Second Closing and remain in full force and effect until the date that is ninety (90) days after the expiration of the relevant statutes of limitations (including extensions) for the assessment or collection of Taxes for which indemnification may be claimed under this Article XI. It is the intention of the parties that, notwithstanding Article X or anything else herein to the contrary, this Article XI shall exclusively govern all Losses arising from matters relating to Taxes with respect to the Companies as between the Buyer (including each Company following the Closing) and Seller Parties and Key Shareholders, except that Section 10.5 Manner of Payment shall apply to indemnification by Seller Parties and Key Shareholders pursuant this Article XI. Notwithstanding anything to the contrary in this Agreement, the obligation of Seller Parties and Key Shareholders under this Article XI shall not be subject to a basket, cap or similar concept and Seller Parties’ and Key Shareholders’ maximum aggregate Liability with respect to the matters described in this Article XI shall be unlimited in amount.
Miscellaneous Tax Matters. 9.6.1. The affiliated group of which Seller is the common parent has not elected or applied for permission, and shall not elect or apply for permission, to discontinue filing consolidated federal income tax returns.
9.6.2. Not later than ten (10) days before the Closing Date, Seller shall provide Purchaser with a statement meeting the requirements of Treas. Reg. 1.1445-2(b)(2)(i).
