Common use of Mutual Assistance and Cooperation Clause in Contracts

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.

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (PNC Financial Services Group Inc)

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Mutual Assistance and Cooperation. After the Closing, the Sellers and Purchaser shall, subject to Section 4.046.04 and Section 6.05: (1i) assist (and cause their respective Affiliates to assist) the other parties party in preparing any Tax Returns Return of the Bank and or its Subsidiaries; (2ii) cooperate fully in preparing for any audit of, or dispute with, with any taxing authority regarding, any Tax Return of the Bank or any of its Subsidiaries; (3iii) make available to the other parties and to any taxing authority party as reasonably requested all information, records and documents relating to Taxes of the Bank or its Subsidiaries; (4iv) provide timely notice to the other parties party 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 (5v) furnish the other parties party 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 party may have a liability.

Appears in 1 contract

Samples: Share Purchase Agreement (Bank of Nova Scotia /)

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Mutual Assistance and Cooperation. After the Closing, the Sellers Seller and Purchaser shall, subject to Section 4.04: (1i) assist (and cause their respective Affiliates to assist) the other parties in preparing any Tax Returns of the Bank and its Subsidiaries; (2ii) 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; (3iii) 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; (4iv) 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 (5v) 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Bankatlantic Bancorp Inc)

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