Mutual Assistance and Cooperation. The parties agree, subject to further proceedings required by law, to take such actions, including the execution and delivery of such documents, instruments, petitions and certifications, as may be necessary or appropriate, from time to time, to carry out the terms, provisions and intent of this MOU and to aid and assist each other in carrying out said terms, provisions and intent.
Mutual Assistance and Cooperation. After the Closing, the Sellers and Purchaser shall, subject to Section 4.04:
(1) assist (and cause their respective Affiliates to assist) the other parties in preparing any Tax Returns of the Bank and its Subsidiaries;
(2) cooperate fully in preparing for any audit of, or dispute with, any taxing authority regarding, any Tax Return of the Bank or any of its Subsidiaries;
(3) make available to the other parties and to any taxing authority as reasonably requested all information, records and documents relating to Taxes of the Bank or its Subsidiaries;
(4) provide timely notice to the other parties in writing of any pending or threatened tax audit or assessment of the Bank or its Subsidiaries for Taxes for which the other party may have a liability; and
(5) furnish the other parties with copies of all correspondence received from any taxing authority in connection with any audit or information request with respect to the Bank or any of its Subsidiaries for Taxes for which the other parties may have a liability.
Mutual Assistance and Cooperation. After the Closing, the Seller and the Buyer shall, subject to Section 5.1(b): (i) assist (and cause their respective Affiliates to assist) the other party in preparing any Tax Returns of the Purchased Subsidiary or its Subsidiaries;
Mutual Assistance and Cooperation. After the Closing, Sellers and Purchaser shall, subject to Section 6.04 and Section 6.05: (i) assist (and cause their respective Affiliates to assist) the other party in preparing any Tax Return of the Bank; (ii) cooperate fully in preparing for any audit of, or dispute with, any taxing authority regarding any Tax Return of the Bank; (iii) make available to the other party and to any taxing authority as reasonably requested all information, records and documents relating to Taxes of the Bank; (iv) provide timely notice to the other party in writing of any pending or threatened tax audit or assessment of the Bank for Taxes for which the other party may have a liability; and (v) furnish the other party with copies of all correspondence received from any taxing authority in connection with any audit or information request with respect to the Bank for Taxes for which the other party may have a liability.
Mutual Assistance and Cooperation. After the Closing, Seller Parent and Purchaser Parent shall, subject to Section 4.05:
(1) assist (and cause their respective Affiliates to assist) the other party in a timely fashion in preparing and filing and causing to be filed any Tax Returns of or with respect to Seller Bank;
(2) cooperate fully in preparing for any audit of, or dispute with, any Governmental Authority regarding, any Tax Return of Seller Bank (including by providing the other party with such information, records, documents or assistance as may be reasonably requested in connection with such preparation or in connection with other legitimate matters related to Taxes);
(3) provide timely notice to the other party in writing of any pending or threatened Tax audit or assessment of Seller Bank or its Subsidiaries for Taxes for which the other party may have a liability under this Agreement; and
(4) furnish the other party with copies of all correspondence received from any Governmental Authority in connection with any audit or information request with respect to Seller Bank or any of its Subsidiaries for Taxes for which the other party may have a liability under this Agreement; provided that the foregoing shall be done in a manner so as not to interfere unreasonably with the conduct of the business of the parties. Notwithstanding anything to the contrary in this Agreement, Purchaser Parent shall not be required to transfer or make available to Seller Parent any Tax Returns or information with respect to Taxes of Purchaser Parent or any of Purchaser Parent’s Affiliates (except to the extent relating to Seller Bank).
Mutual Assistance and Cooperation. After the Closing, the Sellers and Purchaser shall, subject to Section 6.05 and Section 6.06:
(i) assist (and cause their respective Affiliates to assist) the other party in preparing any Tax Return of US HoldCo or its Subsidiaries;
(ii) cooperate fully in preparing for any Tax Proceeding regarding any Tax Return of US HoldCo or its Subsidiaries;
(iii) make available to the other party and to any taxing authority as reasonably requested all information, records and documents relating to Taxes of US HoldCo or its Subsidiaries;
(iv) provide timely notice to the other party in writing of any pending or threatened Tax Proceeding or assessment of US HoldCo or its Subsidiaries for Taxes for which the other party may have a liability; and
(v) furnish the other party with copies of all correspondence received from any taxing authority in connection with any Tax Proceeding or information request with respect to US HoldCo or its Subsidiaries for Taxes for which the other party may have a liability.
Mutual Assistance and Cooperation. The Parties shall have the rights and obligations allocated to them in Schedule 17 (Mutual Assistance and Cooperation).
Mutual Assistance and Cooperation. 1. The Parties shall provide each other through their customs authorities, either on request or on their own initiative, with information necessary to ensure proper application of customs laws and to prevent, investigate and repress customs offence, that is to say, any violation or attempted violation of customs laws (hereinafter referred to in this Chapter as “customs offence”). To this effect, the customs authorities of the Parties (hereinafter referred to in this Chapter as “the customs authorities”) shall, upon request, provide each other, among others, information relating to transportation and shipment of goods showing value, disposition, and destination of those goods.
2. The customs authorities, in cooperation with other national authorities of the respective Parties where necessary, shall cooperate and exchange information in their enforcement against customs offence.
3. The Parties shall cooperate through their customs authorities, when necessary and appropriate, in the area of research, development, and testing of new customs procedures and new enforcement aids and techniques, training activities of customs officers, and exchange of personnel between them.
(a) The requested authority shall provide the requesting authority with the following information:
(i) whether goods imported into the customs territory of the country of the requesting authority have been lawfully exported from the customs territory of the country of the requested authority; or
(ii) whether goods exported from the customs territory of the country of the requesting authority have been lawfully imported into the customs territory of the country of the requested authority.
(b) The information provided pursuant to subparagraph
(a) shall, upon request, contain the customs procedure used for clearing the goods.
Mutual Assistance and Cooperation. After the Closing Date, U.S. Seller and Buyer shall, subject to Section 5.2, Section 5.7, and Section 5.8:
(a) assist (and cause their respective Affiliates to assist) the other party in preparing any Tax Return of the Acquired Companies;
(b) cooperate fully in preparing for any audit of, or dispute with any Taxing Authority regarding, any Tax Return of the Acquired Companies;
(c) make available to the other party and to any Taxing Authority as reasonably requested all information, records and documents relating to Taxes of the Acquired Companies; and
(d) furnish the other party with copies of all correspondence received from any Taxing Authority in connection with any audit or information request with respect to the Acquired Companies for Taxes for which the other party may have a liability.
Mutual Assistance and Cooperation. Each of Purchaser and Seller shall, subject to Section 7.04(c), provide the other party with such information and records, and make such of its and its Affiliates’ officers, directors, employees and agents available, as may reasonably be requested by the other party in connection with the preparation of any Tax Return or the conduct of any audit or other proceeding relating to Taxes of Bank for any Pre-Closing Tax Period or a Straddle Period and the preparation of Internal Revenue Service Form 8594, which is required to be filed by both Purchaser and Seller. Purchaser shall, within one hundred and twenty (120) days after the end of the applicable Tax period, prepare, or cause Bank to prepare, in either case in a manner consistent with past practice, all Tax work paper preparation packages necessary to enable Seller to prepare, or cause to be prepared, all Tax Returns that Seller is obligated to prepare, or cause to be prepared, with respect to such Tax period under this Agreement. Notwithstanding anything herein to the contrary, (i) Seller shall not be required to provide Purchaser with a copy of, or otherwise disclose the contents of, any Consolidated Tax Return and (ii) Purchaser shall not be required to provide Seller with a copy of, or otherwise disclose the contents of, any Tax Returns with respect to federal, state, provincial, local or foreign Taxes that are paid on an affiliated, consolidated, combined, unitary or similar basis that include Bank, on the one hand, and Purchaser or any of its Affiliates, on the other hand. Purchaser shall (and shall cause its Affiliates to) reasonably cooperate with Seller to reduce the amount of withholding Taxes imposed on the payment of the Purchase Price, including by executing and filing any forms or certificates reasonably required to claim an available reduced rate of, or exemption from, withholding Taxes.
